A Romanian holding company can receive dividends and sell subsidiaries without corporate tax, provided it holds at least 10% of each subsidiary for an uninterrupted year. That rule, in the Fiscal Code (Law 227/2015), has not changed since we first wrote about it in 2023. What has changed is the cost of the alternative: since 1 January 2026, Law 141/2025 taxes dividends paid to individuals at 16%, up from 10% in 2025 and 8% in 2023. For an entrepreneur who owns several companies directly, that makes a holding structure worth a fresh look.
What a holding company is in Romanian law
Romania has no separate holding statute. A holding is an ordinary SRL or SA whose business is owning and managing shares in other group companies. It is set up at the Trade Register like any company, and the benefits come from the tax rules that apply to its participations.
A holding makes sense when one person or family owns shares in several operating companies directly. Profits from each company then travel as dividends to the individual, taxed at 16% each time, even when the money is reinvested in a sister company. A holding lets that cash move inside the group first.
For the mechanics of incorporating a Romanian company, see our Romania company formation service.
Benefit 1: dividends received are not taxed
Dividends a Romanian holding receives from another Romanian company are non-taxable for corporate income tax. The paying company also withholds nothing if the holding has owned at least 10% of its share capital for an uninterrupted period of at least one year at the time of payment. Below that threshold, the 16% dividend withholding applies.
Dividends from subsidiaries in other EU member states, or in countries with which Romania has a double tax treaty, are exempt in the holding’s hands under the same test: at least 10%, held for at least one year. Romania implements the EU Parent-Subsidiary Directive (2011/96/EU), including its anti-abuse rule, so the holding needs real substance and a business reason.
The result is that profits can be pooled at holding level and redeployed into new projects or acquisitions without an intermediate tax charge. Tax is paid once, when the holding finally distributes to its individual shareholders.
Benefit 2: selling or liquidating a subsidiary
Gains on selling shares in a Romanian company, or in a company resident in a treaty country, are exempt from Romanian corporate tax when the holding has owned at least 10% for at least one year. Without the exemption, the gain is ordinary profit taxed at 16%.
The same participation logic covers proceeds when a qualifying subsidiary is liquidated. Group reorganizations such as mergers, divisions and share-for-share exchanges can also qualify for tax-neutral treatment under the Fiscal Code’s reorganization rules, which follow the EU Merger Directive.
Note that every share transfer in a Romanian company now attracts closer ANAF attention. We explain the new rules in Romania closes the debtor-SRL sale loophole.
Benefit 3: tax consolidation
Since 1 January 2021, Romanian companies can form a corporate income tax consolidation group. The parent must hold at least 75% of the shares or voting rights, directly or indirectly, for at least one uninterrupted year before the group starts. The option runs for five fiscal years, can be renewed, and must be requested at least 60 days before the period begins.
Inside the group, one company’s tax loss offsets another’s profit in the same year. For a group with a profitable operating company and a start-up still burning cash, that can be worth more than any other benefit on this list.
Romania also allows VAT grouping for closely linked companies, which removes VAT on intra-group supplies and can ease cash flow where some group members are VAT-exempt.
Benefit 4: employee share plans
Romanian law allows stock option and share-award plans. The benefit an employee receives under a qualifying plan is generally not taxed as salary when the option is granted or exercised; tax arises as a capital gain when the shares are sold. A holding is the natural issuer for a group-wide plan, because it lets key staff in several subsidiaries share in the value of the whole group.
Benefit 5: low running costs
A Romanian SRL is inexpensive to set up and administer, and minimum share capital for an ordinary company is nominal. The corporate income tax rate is 16%. The minimum turnover tax of 0.5% applies only to groups with turnover above €50 million and is abolished from fiscal year 2027.
A worked example
Take an entrepreneur who owns two Romanian companies directly. Company A has RON 1,000,000 of profit after 16% corporate income tax and wants to fund a new project in Company B.
| Direct ownership | Through a Romanian holding | |
|---|---|---|
| Dividend from A | RON 1,000,000 to the individual | RON 1,000,000 to the holding |
| Dividend tax (2026) | RON 160,000 | Nil (10% held for a year) |
| Cash available for B | RON 840,000 | RON 1,000,000 |
With direct ownership, 16% leaks out every time money moves between companies, and the individual may also owe the health contribution on dividend income. With a holding, the full amount can be lent or contributed to Company B. Tax arises only when the holding pays dividends to the individual, and the individual decides when.
The same logic applies on exit. If Company A is sold for a gain, a holding that has owned it for at least a year receives the proceeds tax-free and can reinvest them, whereas an individual seller pays tax on the gain immediately.
When a holding is not worth it
A holding adds a company to run, with its own accounts, filings and costs. It is rarely worth it for a single operating company with no plans to expand or sell. It also does not help if the money is going to be paid out to the individual straight away, because the 16% dividend tax is then simply deferred by days. And timing matters: the 10% and one-year tests must be met on the date of payment or sale, so a holding set up just before an exit will not qualify.
What does not work any more
- Micro-enterprise tax for the holding. From 2026 the 1% micro regime is limited to revenue of up to €100,000 (down from €250,000 in 2025), and its shareholder rules limit how many group companies can use it. Treat a holding as a 16% profit-tax payer.
- Micro regime for gambling companies. Gambling activity is excluded from the micro regime altogether, so an ONJN-licensed operator pays 16% corporate income tax.
- Cheap dividends to individuals. At 16%, extracting cash personally is now as expensive as corporate tax. Distribute from the holding only what you need.
Holding structures for gambling groups
For iGaming groups, a Romanian holding often sits above a Romanian Class 1 operator or Class 2 supplier and, sometimes, offshore or Malta entities. Two points matter:
- ONJN reviews the whole ownership chain up to the beneficial owners, and a change of shareholders in a licensee must be notified. Plan the holding before you file, not after the license is granted.
- Since OUG 82/2023, a B2C operator must be a Romanian company or an EU/EEA/Swiss entity with a Romanian permanent establishment, so the operating company and the holding are often both Romanian.
Our corporate and tax structuring service designs the group, and the Romania gambling license guide explains how the structure feeds into the ONJN file. For smaller structures, compare why open a micro-enterprise in Romania and our note on gambling joint ventures in Romania.
This post is general information, not tax advice for your group. Contact us to review a specific structure.
