Tax alert – Fiscal measures introduced by the Fiscal Package II

Law no. 239/2025 on the establishment of measures for the recovery and efficiency of public resources and for the modification and completion of certain normative acts was published in the Official Gazette no. 1160 of December 15, 2025.

Among the most important changes we mention the following:

      I.         Procedural measures

     II.         Financial discipline

    III.         Transfer of shares

    IV.         Minimum amount of share capital

     V.         Amendments and supplements to Law 227/2015 on the Fiscal Code

   VI.         Special tax on high-value goods

  VII.         RO e-Property System

 VIII.         Granting loans and distributing dividends to shareholders or associates

      I.         Procedural measures

The following amendments and supplements are made to Law 207/2015 on the Fiscal Procedure Code:

• New  tax risk criteria have been introduced correlated with the obligation to open a bank account, make POS payments and the degree of solvency of taxpayers, legal entities.

• New situations regarding the assesment of inactivity of a taxpayer/legal entity:

(i)     they do not have a payment account in Romania or with the State Treasury;

(ii)    have not submitted the balance sheets within 5 months of maturity. 

• New provisions regarding the ex officio dissolution for taxpayers/payers declared inactive who fail to reactivate:

-        within one year for those declared inactive by ANAF,

-        at the expiry of the suspension period at the e National Office of the Trade Register  (“ONRC”) for taxpayers who do not resume their activity.

• Taxpayers declared inactive, with an inactivity of more than 3 years, who do not have debts to the state budget, are dissolved ex officio by ANAF in collaboration with the ONRC – if they are not reactivated within 30 days from the date of entry into force of Law 239/2025.

• Taxpayers declared inactive, with an inactivity between 1 and 3 years, who do not have debts to the state budget, are dissolved ex officio by ANAF in collaboration with the ONRC – if they are not reactivated within 90 days from the date of entry into force of Law 239/2025.

• New conditions regarding Payment instalments plan:

• presenting the guarantee agreement (suretyship agreement) in authentic form, and tightening the payment instalments plan conditions for the standard procedure.

• Starting with January 1, 2026, the thresholds for which the payment instalments plan of the main fiscal obligation and late payment charges is granted are modified as follows:

-      between RON 500 RON – RON 100,000 for individuals;

-      between RON 2,000 – RON 100,000 for associations without legal personality;

-      between RON 5,000 – RON 400,000 for legal entities.

Law no. 239/2025 reduces from 180 to 60 days the deadlines in which individuals must pay current tax obligations, fines and receivables established by other authorities, both for maintaining a payment instalments plan and for the simplified procedure. At the same time, modifying or maintaining a payment instalments plan becomes more restrictive, with shorter payment terms for individuals.

These provisions apply starting with the date of entry into force of the law, December 18, 2025.

     II.         Financial discipline

The legislation on financial discipline, Law no. 70/2015, which establishes the obligation to carry out collection and payment operations by modern means of payment (e.g. POS, bank account). 

These provisions enter into force as of January 1, 2026 and apply to freelancers, legal entities, sole proprietorships, family businesses, individuals who carry out activities independently, associations and other entities with or without legal personality.

Failure to comply with the provisions constitutes a contravention and is sanctioned with a fine from RON 3,000 to RON 10,000.

   III.         Transfer of shares

The assignment of the shares of the shareholder of a limited liability company that controls the company will be enforceable against the central tax body under the following conditions:

-      there will be an obligation to validate the transfer by the tax authority by submitting a notification within 15 days from the date of the transfer,

-      if there are outstanding tax obligations, guarantees are requested or their extinguishment,

-      At the registration of the transfer in the Trade Register, the proof of the agreement of the tax authority regarding the constitution of guarantees shall be presented.

The provisions apply from the date of entry into force of Law 239/2025, respectively December 18, 2025.

   IV.         Minimum amount of share capital

The minimum value of the share capital of limited liability companies is established according to the level of net turnover reported by the annual financial statements for the previous financial year, respectively, in the case of companies that have registered a net turnover above RON 400,000, the minimum value of the share capital is RON 5,000.

In the case of newly established limited liability companies, the minimum value of the share capital is RON 500.

Failure to meet the conditions provided by the law entails the risk of dissolution of the company.

The provisions apply from the date of entry into force of Law 239/2025, respectively December 18, 2025.

     V.         Amendments and supplements to Law 227/2015 on the Fiscal Code

A.    Tax regime applicable to expenses with affiliated entities

A new article was introduced, art. 25^1 part of Title II on corporate income tax, regarding the deductibility limited to 1% of the total expenses recorded in the fiscal year of calculation, of the expenses related to intellectual property rights, management expenses, consultancy, in relation to affiliated entities that are not established/constituted and do not have the place of effective management in Romania.

These provisions shall not apply to:

-      entities subject  to the special taxation rules provided for in Article 15 of the Fiscal Code (NGOs, trade unions, employers' organizations),

-      taxpayers paying minimum turnover tax,

-      credit institutions,

-      taxpayers who hold a price agreement or request ANAF, starting with 2027, the issuance of a price agreement concerning transactions carried out with non-resident affiliated persons.

The following expenses are not included:

-      expenses incurred for obtaining trademarks, industrial designs, copyrights and the like registered in Romania,

-      expenses that are capitalized in the value of tangible and intangible assets,

Also, the excluded expenses are not taken into account when determining the 1% weight.

Taxpayers who fall under this new tax regime will apply the tax treatment in 2026 or in the modified fiscal year starting in 2026. If taxpayers record the expenses referred to in the financial statements/accounting reports prepared for the financial year 2024/starting with 2024 (for the fiscal year other than the calendar year), and the share is above 1% of the total expenses recorded in these reports, they will be able to deduct such expenses in 2026 within the limit of 1% of the total expenses recorded in the fiscal year of calculation.

Starting with the fiscal year 2027, the definition of affiliation will be the one provided by the Fiscal Code, and the weight will be calculated based on the expenses recorded in the fiscal year of calculation and presented in a tax return to be published within 90 days from the date of publication of Law 239/2025.

B.    Additional tax for legal entities operating in the oil and gas sectors

Starting with January 1, 2026, taxpayers who have decreased the value of fixed assets in progress/assets according to indicators I and A, have the obligation to keep those assets in their patrimony  for at least a period equal to half of the duration of economic use, but not more than 5 years. These provisions do not apply to assets that:

-      they are transferred within the reorganization operations, carried out according to the law;

-      are alienated in the liquidation/bankruptcy procedure, according to the law;

-      are destroyed, lost, stolen or defective and replaced, provided that these situations are duly demonstrated or confirmed by the taxpayer;

-      are removed from the patrimony as a result of the fulfillment of obligations provided by law.

C.    Income tax on standardized income norm obtained by individuals

Changes regarding the minimum standardized income norm

Law No. 239/2025 establishes that the standardized income norm cannot be less than 12 minimum gross basic salaries, calculated according to their level on January 1 of the year of income achievement. The new provision applies starting with January 1, 2026, for income whose tax due is established based on these rules (for example, for certain PFAs that comply with certain conditions).

Changes in income in the form of capital gains from the transfer of securities and derivatives transactions

The new rules provide for the increase of tax rates in the case of withholding tax by Romanian tax resident intermediaries for income obtained from capital gains derivatives transactions. Thus, gains obtained from capital gains and financial instruments held for more than 365 days will be taxed at 3%, and those held less than 365 days at 6%. This amendment replaces the previous rates of 1% and 3% and aims at a stricter correlation of the tax with the duration of holding financial assets.

The tax rate on capital  gains from the transfer of securities, other than those obtained through Romanian tax resident intermediaries, is also increased from 10% to 16%.

The change applies to transactions made on or after January 1, 2026.

Changes to virtual currency transfer revenue

Important changes are made in the taxation of income obtained from the transfer of virtual currency. The tax rate for these earnings increases from 10% to 16%, being calculated by the taxpayer through the Annual Tax Return (“Declarație Unică”). The provisions according to which the gain below the level of RON 200/transaction is not taxed on the condition that the total earnings in a fiscal year do not exceed the level of RON 600 remain applicable.

This provision enters into force for transactions carried out on or after 1 January 2026.

Short-term rental: clarification of the tax regime according to the number of rooms

The new provisions establish that the tax treatment applicable to income from short-term rental of rooms in personally-owned homes is determined exclusively by the number of rooms made available, regardless of the form of organization of the taxpayer (individual or PFA), as follows:

-      for short-term rental of more than 7 rooms, the income is classified in the category of income from independent activities. The tax due is 10%, applied to the net income determined by deducting the flat rate of 30% of the gross income. The provision applies to income earned starting with 2026;

-      for short-term rental of 1–7 rooms, the income falls into the category rental income, being subject to the same tax regime: 10% applied to the net income established by deducting the flat rate of 30% of the gross income;

-      other rental income obtained (not land lease, not short-term rental) keeps the flat rate of 20%.

The law provides that, for the income obtained in 2025 from the rental for tourism purposes or from the transfer of the use of goods, the tax obligations are determined according to the tax regulations applicable in the year of the income, without being influenced by the new rules introduced starting with 2026.

At the same time, the law establishes that the tax losses recorded in 2025 from these categories of income are final and cannot be carried forward to the following fiscal years.

This tax framework standardizes the treatment applied to taxpayers who carry out short-term rental activities, the difference being conditioned exclusively by the accommodation capacity made available.

D.    Social contributions due by individuals

Obligation to pay the social security contribution (CAS) for income from self-employment

Starting with the fiscal year 2026, the income obtained from the provision of accommodation services and from the short-term rental of more than 7 rooms located in personally-owned homes are treated as income from independent activities, thus being subject to the obligation to pay the social security contribution (CAS).

The CAS obligation is established by verifying the inclusion of the income in the annual ceiling, respectively in the equivalent ceiling of 12 minimum gross salaries per country or the equivalent ceiling of 24 minimum gross salaries per country, as the case may be.

The inclusion in these ceilings is determined by cumulating the net income and/or the annual income norms related to all the independent activities carried out by the taxpayer.

Regulations brought on the calculation basis of the social health insurance contribution

Law No. 239/2025 brings changes to the calculation basis of the social health insurance contribution (CASS) for individuals who earn income from independent activities, including from the transfer of the use of goods.

The new regulation increases the annual calculation ceiling of the CASS from 60 to 72 minimum gross salaries per country and specifies that the calculation basis is determined by cumulating the annual net income or the income norm, as the case may be.

Law No. 239/2025 increases the annual ceiling for CASS to 72 minimum wages and clarifies that people with exclusive income from sports activities below this ceiling do not have to submit the Single Declaration. Payers withhold the contribution, and for exceeding the ceiling, the individual recalculates and declares the difference.

The new rules apply to income earned after January 1, 2026.

E.     Local taxes

Agricultural buildings and annexes

Buildings that are used as greenhouses, polytunnels, seedbeds, mushroom-growing areas, fodder silos, and silos and/or barns for storing and preserving cereals, except for spaces that are used for other economic activities, are no longer fully exempt from the building tax, as provided by the Fiscal Code. This law establishes a fixed reduction of 50% of the tax for these buildings, in compliance with the legislation on state aid.

Building tax rate

This law provides for both individuals and legal entities, a building tax rate for 2026 equal to or higher than the rate applied in 2025, regardless of the purpose of the building, residential or non-residential.

Following the publication of Law 239/2025 by which the aforementioned provisions were brought, the state took a step backwards by adopting the Emergency Ordinance no. 78/2025 by which the following were restored:

-      the taxation of residential buildings at market value has been postponed, including for legal entities and will be applied from 2027;

-      Local councils can adopt decisions on local taxes until December 31;

-      The other local taxes can be indexed to the inflation rate.

Tax on means of transport

Starting with January 1, 2026, the method of calculating the tax on means of transport is modified, namely, it will be calculated according to its cylindrical capacity and the pollution norm.

For hybrid means of transport with CO₂ emissions ≤ 50 g/km, the tax can be reduced by up to 30%, based on the decision of the local council.

This law provides for a special regime for electrically operated vehicles (100% electric), where the tax on the means of transport for them will be a fixed amount of RON 40/year, regardless of other characteristics. Therefore, they are no longer completely exempt as of January 1, 2026.

   VI.         Special tax on high-value goods

Starting with January 1, 2026, the tax rates will increase as follows:

-      from 0.3% to 0.9% for residential buildings with a value of more than RON 2,500,000;

-      from 0.3% to 0.9% for cars with a value of more than RON 375,000.

 VII.         RO e-Property System

The National Integrated System for the Management of Data and Information on Real Estate in Romania for tax purposes is established, called the RO e-Property System, an information system of national strategic interest. This system aims to automate the collection of data and information about real estate, in order to substantiate public policies for tax purposes.

The procedure for the use and functioning of the RO e-Property System, as well as the functional and structural standards, the periodicity and the method of transmission/provision of data and information shall be established by order of the Minister of Finance, which shall be elaborated within 3 months from the date of entry into force of this law.

VIII.         Granting loans and distributing dividends to shareholders or associates

New provisions are introduced at the level of Law 31/1990 on the Companies Law regarding :

• Companies that distribute dividends quarterly may not grant loans to shareholders or associates, as the case may be, or other affiliated persons, before the adjustment of the differences resulting from the distribution of dividends during the year.

• Companies which, based on the annual financial statements, have a net asset value reduced to less than half of the value of the subscribed share capital, may not return to shareholders or associates, as the case may be, or to other affiliated persons the loans taken from them.

Failure by companies to comply with the mentioned prohibitions constitutes a contravention with a fine from RON 10,000 to RON 200,000  by the tax authorities (”ANAF”).

• Companies can make dividend distributions from the profit of the current financial year only after the constitution of the legal reserves, the coverage of the carrying forward accounting loss and the constitution of reserves in accordance with the statutory requirements, even if at the end of the current financial year they record a profit for the reporting financial year.

• If the Companies have a net asset value reduced to less than half of the value of the subscribed share capital, they may make dividend distributions from the profit of the current financial year only after the replenishment of the net assets at the minimum value provided by law.

Failure by the company to comply with the obligation to reconstitute the net assets up to the level of a value at least equal to half of the share capital by the end of the financial year following the one in which the losses were ascertained, constitutes a contravention and is sanctioned with a fine from RON 10,000 to RON 200,000 by ANAF.

• The obligation to capitalize the loans from shareholders/associates for the reunification of the net assets within 2 years from the ascertainment of the losses is established, except for specific situations (i.e. investment funds, business-angels, etc.).

Failure by the company to comply with the obligation constitutes a contravention and is sanctioned with a fine from RON 40,000 to RON 300,000 by ANAF.

The provisions apply from the date of entry into force of Law 239/2025, respectively December 18, 2025.

 

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