Romania has changed its tax rules often in recent years, and 2026 brought another set of changes. The annual financial statements, the corporate or micro-enterprise tax declaration and a growing set of digital reporting duties all matter at once. The country also pushes e-invoicing and standardised audit files, so a late or mismatched filing is visible quickly to the tax authority (ANAF).

This guide covers the limited liability company (societate cu răspundere limitată, SRL), the usual vehicle for a foreign-owned subsidiary, and notes where the joint-stock company (SA) and a branch differ. It is written for founders and for legal, finance and operations teams.

Updated November 9, 2026. Romanian sources disagree on some details for 2026, including the micro-enterprise rates and the exact annual filing date, so this guide separates the legal rule from the dates reported for the current year. Confirm them with ANAF and a Romanian accountant.

Entity compliance Romania: the quick answer

• File the annual financial statements within 150 days after the end of the financial year, which professional sources give as 31 May for a calendar-year company and which was reported as 2 June 2026 for the 2025 year because of a weekend.

• File and pay corporate income tax or the annual micro-enterprise tax by 25 June of the following year for calendar-year taxpayers, according to a KPMG note on the 2026 ordinance.

• File VAT, payroll and quarterly declarations on the 25th of the relevant month, and transmit e-invoices within five working days.

• Keep beneficial owner and trade register data current.

What determines a Romanian company's compliance requirements?

The tax regime and size decide most of the work. Small companies can pay a turnover tax as a micro-enterprise, with a revenue ceiling of EUR 100,000 from 2026, according to professional sources. One source describes rates of 1 percent for a company with at least one employee and 3 percent without employees, while another describes 1 percent for micro-enterprise income from 2026, so confirm the rate and conditions. A company above the ceiling pays corporate income tax, which professional sources give at 16 percent, and a minimum tax on turnover applies in some cases.

Audit requirements follow size criteria, and statements of larger companies are audited. The bookkeeping of a company must be handled by an authorised accountant who is a member of the professional body, according to a professional source.

Annual entity requirements in Romania: the core checklist

1. Annual financial statements

Statements consist of a balance sheet, a profit and loss account, informative data and, for some companies, a statement of fixed assets. Sources describe filing with the tax authority through the electronic private space, and the data are then available through the trade register and the Ministry of Finance. The deadline is 150 days after year-end. The financial year-end is normally 31 December. A professional source reports fines of 300 to 4,500 lei for failure to file, so treat the amount as indicative.

2. Shareholder approval

The shareholders approve the statements and the allocation of profit, and the date must be early enough to meet the 150-day limit. Keep the minutes and the signed statements. Dividends should be approved by a resolution and paid with the required tax withholding.

3. Corporate or micro-enterprise tax return

A KPMG note on a 2026 ordinance states that the deadline for filing and paying corporate income tax is 25 June of the following year for taxpayers with a calendar fiscal year, and 25 of the sixth month after a modified fiscal year, and that the date was made permanent after temporary use from 2020 to 2025. Micro-enterprises file quarterly declarations by the 25th of the month after the quarter and an annual declaration in June. A 3 percent bonus on annual tax for the 2025 year was available for taxpayers who filed and paid on time, according to the same note.

4. Consequences of non-filing

Companies that fail to file annual statements within five months after the legal deadline can be declared inactive by ANAF, according to professional sources. Inactivity brings serious consequences for invoicing and deductibility. A company that does not keep a payment account in Romania can also be declared inactive. Monitor the status regularly.

5. Beneficial owners and the trade register

Romanian companies register beneficial owners with the trade register and update the data after changes. A change of administrators, registered office, share capital or articles is also registered with the trade register office.

Tax and indirect tax obligations

The standard VAT rate is 21 percent from August 2025, with reduced rates for some supplies, and VAT returns are filed monthly or quarterly by the 25th of the following month. Electronic invoicing through the national system is mandatory for business-to-business supplies, with transmission within five working days, and the standardised audit file (SAF-T) reporting is phased in by company size, with smaller taxpayers brought into scope in 2026, according to professional sources.

Employers file a monthly declaration on payroll taxes and contributions by the 25th of the following month. Payments to non-residents can attract withholding tax, with relief under treaties and EU directives. A 1 percent cap applies to certain payments to foreign affiliates under the 2026 changes, according to a professional source, so check it before paying management fees.

Foreign-owned subsidiaries

Foreign persons can own Romanian companies. An SRL needs an administrator, a registered office in Romania and share capital that is tied to net turnover under the new rules, with a minimum of RON 5,000 for companies above a turnover threshold, according to a professional source. Foreign shareholders obtain a tax identification number, and foreign corporate shareholders provide apostilled documents with sworn translations.

Banks apply due diligence to foreign-owned accounts. Intercompany loans, services and royalties need contracts, and transfer pricing documentation is required above thresholds. Interest limitation rules can restrict deductions.

First-year and event-triggered obligations

In the first year, the company registers with the trade register office, obtains its fiscal code, registers for VAT when it exceeds the threshold, registers employees through the electronic employee registry, connects to the e-invoicing system and opens a bank account. Newly established taxpayers follow special calculation rules for the first year.

Events that trigger filings include a change of administrator, a share transfer, a capital change, a change of registered office, a change of activity code, a merger and a liquidation. Each is registered with the trade register, and ownership changes affect the beneficial owner data.

Employment and local requirements

Romanian employers register employees in the electronic labour registry before work starts, give written individual contracts and pay social contributions. Employees have statutory annual leave of at least 20 working days, notice periods and protection against dismissal, and collective agreements apply in some sectors. Many foreign-owned subsidiaries use a local payroll provider.

Record-keeping and governance in Romania

Romanian law requires companies to keep accounting documents for the periods set out in the accounting law, and professional sources commonly cite five years for supporting documents and longer for payroll records and statements, so ask your accountant for the schedule. Keep the signed statements, the shareholder resolutions, the e-invoice archive, the SAF-T files and the filing receipts. A foreign parent should assign a Romanian-qualified accountant to the file, since the rules for micro-enterprises and the filing portals change from year to year.

Build a compliance calendar for Romania

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• January to March: close the books, check micro-enterprise eligibility and brief the auditor.

• Quarterly, by the 25th after quarter end: file the micro-enterprise declaration if applicable.

• By 25 each month: file payroll declarations and VAT.

• Within 150 days of year-end, around 31 May: file the annual financial statements.

• By 25 June for calendar-year companies: file and pay corporate or annual micro-enterprise tax.

• Throughout the year: send e-invoices within five working days and keep SAF-T files up to date.

Common mistakes

• Missing the 150-day statements deadline.

• Overlooking the micro-enterprise ceiling when revenue grows.

• Using the wrong micro-enterprise rate.

• Neglecting the e-invoice transmission period.

• Ignoring inactivity risk after non-filing.

• Not checking the cap on payments to foreign affiliates.

Entity compliance Romania: frequently asked questions

When are Romanian annual statements due?

Within 150 days after year-end, around 31 May for a calendar-year company.

When is corporate income tax filed and paid?

By 25 June of the following year for calendar-year taxpayers, according to a 2026 KPMG note.

What is the corporate tax rate?

16 percent, according to professional sources, with a micro-enterprise regime for qualifying small companies.

What is the micro-enterprise ceiling?

EUR 100,000 in revenue from 2026, according to professional sources.

What is the VAT rate?

21 percent from August 2025.

What happens if statements are not filed?

Fines and, after five months, a possible declaration of inactivity.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.