Increasing share capital to 5,000 lei

1In short

Law no. 239/2025, in force since 18 December 2025, changed the minimum share capital of SRLs. A new SRL can be set up with 500 lei, but companies with a net turnover above 400,000 lei a year must have a share capital of at least 5,000 lei.

The deadline for existing SRLs is 18 December 2027. If you make the increase by 31 December 2026, you pay only half of the publication fee in the Official Gazette.

2Who has to increase their capital

• SRLs with a net turnover above 400,000 lei, according to the previous year's annual financial statements, that currently have a share capital below 5,000 lei.
• SRLs that cross the 400,000 lei threshold later. They too must bring their capital to at least 5,000 lei. At the consultation we tell you what deadline applies in your case.

If your company already has a capital of at least 5,000 lei, or if its turnover has stayed below 400,000 lei, you don't need to do anything.

If turnover falls below the threshold again after the increase, the capital stays at the increased amount.

Have an older SRL with 200 lei capital and a turnover below 400,000 lei? You don't need to do anything. The 500 lei minimum only applies to new companies, at set-up. Existing companies can keep their capital, even if it is below 500 lei.

3By when

• 18 December 2027 is the legal deadline for existing SRLs, that is, 2 years after the law came into force.
• 31 December 2026 is the date until which you get a 50% discount on the publication fee in the Official Gazette, Part IV. The discount only applies if the file contains nothing but the capital increase.

If you have other changes to make as well, we tell you which works out better: a separate increase, with the discount, or all the changes in the same file.

4What happens if you don't

If the company does not increase its capital by the deadline, the Trade Register or any interested person can ask the court to dissolve the company.

Dissolution can be avoided if you increase the capital before the court's decision becomes final. But it is much simpler, and cheaper, to do it in good time.

5How capital can be increased

• In cash: the partners pay the amount into the company's account.
• From partners' loans: money the partners have already lent to the company is converted into share capital.
• From the company's profit or reserves, if the company has undistributed profit or reserves.
• In kind: an asset, for example a machine, becomes company property at the value set by a valuation.

The money is not lost: the share capital stays with the company, and the company can use it for its expenses.

6How we proceed

1. We set the amount and the methodWe work out how much the capital must be increased by, from what source, and how the shares are split between partners.
2. We draft the documentsThe partners' resolution or the sole partner's decision, and the updated articles of association.
3. You signAt the office or from home, with an electronic signature or by courier.
4. We file the applicationWe register the new share capital with the Trade Register and follow the file until it is resolved.

From you

• The company's registration certificate
• ID cards of the partners
• Proof of payment into the company's account, if the increase is in cash
• A statement of the partners' loans from your accountant, if the increase comes from loans

7Frequently asked questions