Fiscal Package 2 - Law no. 239/2025

The takeaway

Law no. 239/2025 amended important normative acts, including the Fiscal Code, the Fiscal Procedure Code and the Companies Law, and the logistics tax is introduced.

I. The changes to the Fiscal Code

Title II - Corporate Income Tax

1% limit on the deductibility of expenses related to intellectual property rights, management and consulting services

Taxpayers (other than those provided for in Art. 15 of the Fiscal Code) whose turnover in the previous year was less than or equal to EUR 50 million can claim deductible expenses related to intellectual property rights, management and consulting expenses, incurred in connection with non-resident affiliated entities, up to the limit of 1% of the total registered expenses.

Details regarding the determination and application of that limit:

1. The above taxpayers have to check the accounting situations (namely the profit and loss account/income and expense statement/informative data from official accounting reports prepared for the 2024 financial year) related to the financial year 2024, which is taken as the reference year.

2. The proportion of expenses related to intellectual property rights, management and consulting expenses with non-resident affiliated entities from 2024 is calculated in relation to the total expenses from 2024. If these expenses represent more than 1% of the total expenses from 2024, the ceiling has been exceeded.

3. If the 1% ceiling is exceeded for the 2024 expenses (point 2 above), taxpayers can deduct these expenses (namely those related to intellectual property rights, management and consulting expenses with non-resident affiliated entities) registered in the calculation year (e.g. 2026) only up to 1% of the total expenses registered in that calculation year.

4. As of the fiscal year 2027, the 1% share and the above-mentioned expenses related to non-resident affiliated entities are determined based on the expenses presented in the tax return for the respective calculation fiscal year.

The 1% limitation does not apply to:

• expenses incurred for obtaining trademarks, industrial designs, copyrights and the like registered in Romania;
• expenses that are capitalised in the value of tangible and intangible assets;
• taxpayers who i) hold advance pricing agreements or ii) request such agreements starting from the fiscal year 2027;
• credit institutions – Romanian legal entities, Romanian branches of credit institutions – foreign legal entities.

In the case of a tax group, the provisions regarding the 1% limit are applied by the members depending on their individual situation.

Specific Turnover Tax (ICAS)

Clarifications have been provided regarding the deduction of the value of work in progress / assets according to indicators I and A, from the ICAS for Romanian and foreign legal entities operating in the oil and natural gas sectors.

Work in progress / assets that have been deducted must be kept in the patrimony for at least half of their economic useful life, but not more than five years. If this condition is not met, the tax for the respective amounts will be recalculated and accessory tax claims will be levied from the quarter/year of their deduction until 31 December 2025 or the last day of a modified fiscal year ending in 2026. Certain exceptions to this rule have also been provided.

IMCA

The Minimum Turnover Tax (IMCA) remains in force.

Title IX – Local Taxes (tax on buildings, land, means of transport):

Building Tax

Exemptions have been introduced for new buildings from investment projects in manufacturing/storage/logistics (exemption is granted for a period of two years calculated from the moment of construction acceptance, as of 1 January of the year following that in which the acceptance took place).

Amendments have been made to the exemptions/reductions for residential buildings affected by natural disasters; the exemption will apply for only two years (reduced from five years) and, for buildings used for sports activities and for greenhouses/solariums/silos, the reduction is up to 50% of the tax value (they were previously exempt).

The paragraph has been eliminated that offered a 50% reduction in tax on buildings, owned by individuals or legal entities, used for providing tourist services for a period of no more than 180 consecutive or cumulative days in a calendar year.

The tax rate on residential/non-residential buildings owned by individuals cannot be lower than that established for 2025. The paragraphs establishing the tax rate for residential buildings owned by legal entities and the methodology for determining the tax for mixed-use buildings owned by legal entities have been repealed.

The paragraphs have been repealed that allowed local councils to grant percentage reductions in building tax for individuals who:

• prove at least three blood donations in a calendar year;
• have disabilities.
  

The article that allowed the application of a fixed rate of 0.4% on the taxable value of non-residential buildings owned by individuals and used for agricultural activities has been repealed.

The tax value per square metre for residential buildings owned by individuals has been increased by approximately 170%.

Land Tax

The exemptions for certain land (degraded/polluted land, land unsuitable for agriculture or forestry, land owned by peoples with disabilities, etc.) have been eliminated.

Local councils can no longer grant exemptions/reductions for land in special categories (for example, land owned by low-income individuals, land on archaeological sites or affected by archaeological research, extra-urban land located in protected natural areas).

Exemptions have been introduced for land related to new buildings from investment projects (the exemption is granted for a period of two years calculated from the moment of construction acceptance, as of January 1 of the year following that in which the acceptance took place).

Amendments have been made to the exemptions/reductions for land in the Apuseni Mountains, with a reduction of up to 50% of the tax value (they were previously exempt); for land registered at own expense, the exemption is granted for a period of two years (previously five years only for extra-urban land), land of national minorities that can benefit from exemptions or reductions established by local councils (they were previously exempt).

The paragraphs have been repealed that allowed local councils to grant percentage reductions in land tax for individuals who:

• prove at least three blood donations in a calendar year;
• have disabilities.
  

The paragraph has been repealed that offered a 50% reduction in tax on land, owned by individuals or legal entities, used for providing tourist services for a period of no more than 180 consecutive or cumulative days in a calendar year.

The tax value per square metre for intra-urban land without constructions and extra-urban land has been increased by approximately 170%.

Exemptions or reductions in land tax granted according to the decision of local councils apply to people who hold supporting documents that are submitted to the tax authority within the term established by local councils, according to GEO no. 78/2025.

Vehicle Tax

Exemptions have been eliminated for certain vehicles belonging to people with disabilities, for beehive transport, emergency interventions, educational institutions, electric vehicles, secondhand vehicles registered as merchandise stock and not used for the economic operator’s own benefit, car dealers and leasing companies, national minorities, etc.

Exemptions have been introduced for vehicles belonging to war veterans or their widows (for a single vehicle).

Changes have been introduced for the exemptions/reductions for river vessels, boats in the Danube Delta – the tax is reduced by up to 50% (they were previously fully exempt); vehicles of foundations / social organisations – exemptions/reductions established by local councils (they were previously exempt under the Fiscal Code).

For registered vehicles, the tax has been increased by 5% to 146% (depending on the pollution standard, including for hybrids). For hybrid vehicles with CO2 emissions less than or equal to 50g/km, the tax has been reduced by 30% according to the decision of local councils, as per GEO no. 78/2025.

The tax for electric vehicles has been introduced: RON 40/year.

Title IV – Income Tax

Income obtained from providing accommodation services and from the short-term rental of more than seven rooms located in privately owned dwellings is included in the category of income from independent activities. For such income, the tax is determined by applying a rate of 10% on the annual net income calculated by deducting from the gross income the expenses determined by applying a flat rate of 30% to the gross income.

Income obtained from the short-term rental of up to seven rooms located in privately owned dwellings is included in the category of income from the transfer of the right to use assets. The annual net income is determined by deducting from the gross income the expenses calculated by applying a flat rate of 30% to the gross income.

As of 1 January 2026, the tax on gains from the transfer of securities and from operations with derivative financial instruments carried out through resident intermediaries has been increased:

• from 1% to 3% if the securities/derivative financial instruments were alienated within a period greater than or equal to 365 days from the date of acquisition;
• from 3% to 6% if the securities/derivative financial instruments were alienated within a period less than 365 days from the date of acquisition.

The tax on gains from the transfer of securities/derivative financial instruments (other than those carried out through resident intermediaries) and from the transfer of investment gold has been increased from 10% to 16%. This measure is applicable starting with income from 2026.

The tax on gains from the transfer of virtual currency has been increased from 10% to 16%. This measure is applicable to gains obtained as of 1 January 2026.

Title V – Mandatory Social Contributions

The annual ceiling for calculating the health social insurance contribution for individuals earning income classified as independent activities has been increased from 60 gross national minimum salaries to 72 gross national minimum salaries. The new ceiling is applicable starting with income from 2026.

Title X^1 – Special Tax on High-Value Immovable and Movable Assets

The special tax on high-value immovable and movable assets (residential buildings located in Romania, with a taxable value exceeding RON 2,5 million, and cars registered in Romania, with an acquisition value exceeding RON 375,000) has been increased from 0.3% to 0.9% as of 1 January 2026.

II. Logistics Tax of RON 25

A logistics tax of RON 25 has been introduced as of 1 January 2026 for each parcel containing goods with a declared commercial value under EUR 150 originating from outside the European Union and entering Romanian territory, regardless of the place of release for free circulation within the European Union. The tax applies to all extra-community parcels with a delivery starting point outside the European Union that meet the conditions stipulated by law.

The tax applies to parcels containing goods delivered through distance sales for products imported from states or territories outside the European Union.

The responsibility for paying the tax lies with the supplier of the goods, the sender or the digital platform facilitating the distance sale, depending on the specific situation.

The collection, declaration and transfer of the tax are the responsibility of postal service providers.

Collected amounts must be transferred to the state budget by the 25th of the month following that in which the parcel was delivered to the recipient.

The procedure for declaring the tax will be established by order of the president of the National Agency for Fiscal Administration (ANAF), issued within 30 days as of the date of entry into force of Law no. 239/2025.

III. Amendments and additions to the Fiscal Procedure Code

New general criteria have been introduced for establishing fiscal risk class/subclass

• Use of cashless payment instruments;
• Early warning regarding the financial capacity to pay tax obligations;
• Information regarding facts recorded in the fiscal criminal record.

The obligation for legal entities to hold a bank account has been introduced

Legal entities are obliged to hold a payment account in Romania or with the State Treasury throughout their activity. Newly established legal entities have 60 working days to open the account.

New situations of inactivity for taxpayers/payers

A legal entity taxpayer/payer is declared inactive and the provisions of the Fiscal Code regarding the effects of inactivity apply to it if it:

• does not have a payment account in Romania or an account opened with a State Treasury unit;
• has not filed annual financial statements within five months from the legal deadline for their submission.

A taxpayer/payer declared inactive for the cases described above is reactivated if (i) it is no longer in the situation that generated the inactivity, (ii) all declarative obligations provided by law have been fulfilled, (iii) it has no outstanding tax obligations and (iv) it is not in any other situation of inactivity as provided in Art. 92 para. (1), letter d) – g) of the Fiscal Procedure Code.

New cases of dissolution of the taxpayer/payer declared inactive at the request of ANAF have been introduced

• Taxpayers/payers declared inactive which do not reactivate within one year as of the date they were declared inactive, have been inactive for more than three years on the date of entry into force of Law no. 239/2025, have no outstanding tax obligations and no budget claims for which enforcement orders have been issued for recovery, and are not subject to criminal complaints if they do not reactivate within 30 days from the date of entry into force of Law no. 239/2025.
• Taxpayers with inactivity between one and three years on the date of entry into force of this law, with no outstanding tax obligations, no budget claims for which enforcement orders have been issued for recovery, and not subject to criminal complaints if they do not reactivate within 90 days from the date of entry into force of this law.
• In the case of taxpayers/payers declared inactive prior to the entry into force of this law and which (i) have outstanding tax obligations and other budget claims individualised in enforcement orders and (ii) are not subject to criminal complaints, ANAF has the obligation to formulate the request for dissolution within one year as of the date of entry into force of the law if they do not reactivate.

Payment rescheduling rules have been amended

Obligation to present a guarantee agreement

To obtain, maintain or modify a payment rescheduling, debtors must present a guarantee agreement.

For legal entities, the guarantee agreement must be concluded in authentic form with the real beneficiary/beneficiaries of the debtor.

For individuals, the guarantee agreement must be concluded based on the provisions of the Civil Code, meaning that the guarantor must be a capable person residing in Romania who has and maintains in Romania sufficient assets to satisfy the claim. If any of these conditions are not met, the debtor must present another guarantor.

Public institutions, autonomous public authorities/services and debtor legal entities in which the state or an administrative-territorial unit/subdivision is the majority shareholder are exempt from this rule.

Guarantee offered by the guarantor

The guarantor guarantees an extended range of tax obligations, including:

• Main and accessory tax obligations that are not subject to rescheduling but on whose payment the granting of the rescheduling depends.
• Main and accessory tax obligations that are subject to rescheduling, including interest due during the rescheduling period, depending on the availability of guarantees that can be provided by the debtor.
• Tax obligations that must be paid to maintain payment rescheduling.

When is the guarantee agreement mandatory?

For new rescheduling requests, for those already in progress and for maintaining a previously granted payment rescheduling, the deadlines for submission vary depending on the specifics of each situation.

Consequences of non-compliance with obligations

The guarantee agreement constitutes an enforcement order, so if the debtor does not fulfil its obligations, the tax authorities have the right to immediately initiate forced execution on the guarantor’s assets.

This amendment is aimed at streamlining the recovery of tax claims, but debtors will have the additional burden of identifying a guarantor who meets all legal conditions to be able to conclude the guarantee agreement. These conditions include the ability to own sufficient assets to cover the value of the tax obligations to be guaranteed.

Detailed obligations for maintaining payment rescheduling

The debtor cannot benefit from maintaining payment rescheduling if it has lost the rescheduling due to non-fulfilment of the following conditions:

• It is in insolvency proceedings/dissolution.
• It has not paid, within three days of communication, the amounts established by the state aid recovery decision issued by the European Commission, including related interest.
• It has not paid, within three days of communication, the amounts established by the state aid or de minimis aid recovery decision issued by entities that are providers or administrators of state aid or de minimis aid, including related interest.
• It has not paid, within three days of communication, the amounts established by the de minimis aid recovery decision issued by the Competition Council, including related interest.
• It has not paid, within no more than 30 days of communication, the tax obligations representing excises, not extinguished on the date of communication of the payment rescheduling decision and which are not subject to payment rescheduling.

To maintain payment rescheduling, the debtor is obliged to pay:

• New due tax obligations: Amounts that became due between the date of communication of the decision to lose the validity of the rescheduling and the date of communication of the decision to maintain it (except for those initially included in the rescheduling) must be paid within 60 days of the communication of the maintenance decision.
• Excises due on the date of maintaining validity: These must be paid within 30 days of the communication of the decision to maintain validity.
• Outstanding tax obligations (maintenance condition): Those outstanding obligations that constituted a condition for maintaining the rescheduling, according to Art. 194 para. (1) of the Fiscal Procedure Code (excluding state aid), must be paid within 30 days of the communication of the maintenance decision.
• State aid / de minimis aid to be recovered: These must be paid by the date of issuance of the decision to maintain the validity of the rescheduling.
• Outstanding excises (maintenance condition): Outstanding excises that constituted a condition for maintaining the rescheduling must be paid by the date of issuance of the decision to maintain validity.

Through this clarification, the types of debts that must be paid to keep the rescheduling are more strictly established, and taxpayers must be very careful with these categories so as not to lose the benefit.

Simplified rescheduling

A series of important amendments have been introduced to the simplified procedure for rescheduling tax obligations.

Condition to extinguish previous reschedulings

Debtors must extinguish debts arising from previous simplified reschedulings or from those granted according to GEO no. 181/2020, including those on which the maintenance of the validity of such a rescheduling depended, before requesting a new rescheduling. This strengthens fiscal discipline and prevents the accumulation of debts through multiple successive reschedulings.

Maximum thresholds for debts

• Individuals: RON 500–100,000
• Associations without legal personality: RON 2,000–100,000
• Legal entities: RON 5,000–400,000

This amendment is aimed at reducing the scope of simplified rescheduling by establishing higher thresholds for tax obligations that can be rescheduled under this type of rescheduling.

Exception for debts below minimum thresholds – Even if the debts do not reach the maximum thresholds, payment rescheduling can be granted if the debtor has certain and liquid amounts to collect from authorities or public institutions, within the limit of these amounts and based on a document certifying them, with the exception of amounts that are subject to litigation in court.

New condition for legal entities – Companies must have been established for at least 12 months to submit the application.

In conclusion, the introduced amendments are aimed at achieving greater fiscal discipline, an acceleration of debt recovery and limited access to rescheduling for “vulnerable” taxpayers. On the other hand, for small firms or individuals with limited resources, the amendments may lead to real difficulties in accessing or maintaining rescheduling.

The Companies Law has been amended and supplemented

• Increase in share capital for limited liability companies (SRLs)

The share capital of SRLs will be established according to the level of net turnover resulting from the annual financial statements of the previous financial year:

• RON 5,000 for SRLs with a net turnover over RON 400,000;
• RON 500 for newly established SRLs and for those with an annual net turnover up to RON 400,000.

Companies are obliged to increase their share capital by the end of the financial year following that in which the net turnover exceeds the minimum threshold.

In the event of a decrease in net turnover, the share capital value remains unchanged, unless the SRL is transformed into a company of another form.

For non-compliance with the minimum limits of the share capital, any interested person and the National Trade Register Office can address the court to request dissolution of the company. The company will not be dissolved if, prior to the final judgement of dissolution, the share capital is increased to the legal minimum value.

SRLs registered with the Trade Register have the obligation to increase their share capital by amending their constitutive act within a maximum of two years as of the entry into force of Law no. 239/2025.

Increasing the share capital by 31 December 2026 ensures a 50% reduction in the publication fee in the Official Monitor (only if the amendment exclusively concerns the share capital increase).

• Prohibitions/obligations applicable to companies with negative net assets (net asset value below the legal limit)

The following prohibitions have been introduced for companies whose net assets have a value below the legal limit, meaning the net assets determined as the difference between total assets and total liabilities of the company represent less than half of the subscribed share capital:

• Prohibition from repaying loans taken from shareholders/associates or other affiliated persons.
• Prohibition from distributing dividends.

New rules for the transfer of social parts carried out within limited liability companies

The additional formalities for implementing the transfer of social parts within limited liability companies concern both the effects of a social part transfer operation and the registration procedure.

According to the new rules, the transfer of social parts (whether the formalities apply only to majority packages or also to minority packages is to be clarified later) carried out by the associate who holds control of the company (control defined in the sense of Art. 25 para. (4) of the Fiscal Procedure Code) becomes enforceable against the tax authority after completing the following steps:

• Within 15 days from the date of transfer, the transferor, transferee or the company notifies the central tax authority of the act of transfer of social parts and the updated constitutive act with the identification data of the new associates.
• If the company registers outstanding tax obligations, it or the transferee constitutes guarantees according to the Fiscal Procedure Code, with this having to be confirmed by the tax authority (cash is deposited in a State Treasury unit or a guarantee letter issued by a credit institution or a guarantee insurance policy issued by an insurance company is issued). The constituted guarantees are released on the date of extinguishment of the tax obligations or are executed by the tax authority if the extinguishment of the tax obligations has not occurred within 60 days as of the date of registration of the transfer in the trade register.

Compliance with these formalities will be checked by the competent Trade Register Office for resolving the application for registration.

ENTRY INTO FORCE

The law entered into force three days after publication, on 18 December 2025. However, certain legal provisions benefit from final and transitional provisions with special application terms, as follows:

Regarding the amendments to the Companies Law: the amendments regarding the minimum value of the share capital, as well as those regarding the transfer of social parts, apply as of the date of entry into force of the law, namely 18 December 2025. It is also mentioned that the joint order of the president of the National Agency for Fiscal Administration and the Minister of Justice regarding the procedure for applying the amendments regarding the transfer of social parts will be approved within 30 days as of the entry into force of the law.

Regarding the amendments to the tax law, the legislator established more application rules, namely: 1 January 2026, the 1st of the following month for which tax obligations are due, or even 1 January 2027, requiring a detailed analysis of each amendment to determine the temporal scope of applicability.

Regarding the fiscal procedural amendments, the legislator established the following rules for applications:

• As of 1 January 2026, legal entities without a payment account in Romania/Treasury or that do not file annual financial statements on time will be declared inactive.
• As of 18 December 2025, the new dissolution rules provided in point 4 of the law (lack of reactivation after one year of inactivity) apply exclusively to taxpayers declared inactive.

Inactive taxpayers without outstanding tax obligations, other claims individualised in enforcement orders or criminal complaints and who have:

• between one and three years of inactivity as at 18 December 2025 are dissolved if not reactivated within 90 days as of that date.
• over three years of inactivity as at 18 December 2025 are dissolved if not reactivated within 30 days as of that date.

Exception: For temporary inactivity at the Trade Register, dissolution occurs after the expiry of the term if the activity is not resumed.

Those inactive before 18 December 2025 will be subject to the dissolution procedure if they do not reactivate within one year from this date.

The new provisions regarding payment reschedulings will apply only to applications approved, notices communicated and applications submitted as of 18 December 2025.

For applications for granting/modifying/maintaining payment rescheduling that have not been resolved before the entry into force of this law, debtors must present the guarantee agreement within 30 days as of the date of entry into force of the law.

The new conditions regarding payment rescheduling (the condition to extinguish previous reschedulings, maximum debt thresholds, exceptions for debts below minimum thresholds, new condition for legal entities, etc.) come into force 30 days as of the date of entry into force of the law.

Source: [Law no. 239/2025 on the establishment of measures for the recovery and efficiency of public resources and for the amendment and supplementation of certain normative acts, as well as for the postponement of certain deadlines, published in the Official Monitor no. 1,160 dated 15 December 2025, and the amendments from Government Emergency Ordinance no. 78/2025 published in the Official Monitor no. 1172 dated 17 December 2025]