A Romanian micro-enterprise pays a single 1% tax on revenue in 2026, as long as its annual revenue stays at or below the lei equivalent of €100,000 and it meets the conditions in art. 47 of the Fiscal Code (Law 227/2015). That makes it the cheapest corporate tax regime in the EU for a small trading or service company. It is not available to gambling businesses: since 1 January 2023 Romanian companies active in gambling have been excluded and pay 16% profit tax instead.
When this article first appeared in February 2018, the message was the opposite. A reform effective 1 January 2018 had just opened the micro regime to gambling, banking, insurance, capital-market and oil-and-gas companies, with a €1,000,000 revenue ceiling. Almost every number in that version has since changed. This rewrite keeps the original question (why choose a micro-enterprise SRL) and answers it with the rules in force in October 2026.
The SRL: Romania’s default company form
The societate cu răspundere limitată (SRL) is the most common company form in Romania. Shareholders are liable only up to their contribution, and the company can have a single shareholder, whether an individual or a legal person. Companies Law 31/1990 governs it and caps the number of shareholders at 50.
What changed is share capital. The old RON 200 minimum is gone. Law 239/2025 now requires:
- RON 500 for SRLs incorporated from 18 December 2025;
- RON 5,000 for SRLs whose net turnover in the previous financial year exceeded RON 400,000.
Existing SRLs have until 18 December 2027 to bring their capital up to the applicable minimum. A company that fails to do so can be dissolved by the court at the request of the Trade Register or any interested person.
Gambling licensees face a much higher bar. The Annex to OUG 77/2009 sets share capital per licensed activity, for example RON 1,000,000 for remote gambling and RON 30,000 for slot-machine games. Our Romania company formation service covers the corporate side; the gambling company formation page explains how licensing requirements shape the structure from day one.
Micro-enterprise conditions in 2026
A Romanian legal person qualifies as a micro-enterprise if, at 31 December of the previous year, it met all the conditions in art. 47 of the Fiscal Code. The ones that matter in practice:
- Revenue at or below €100,000. The limit was €500,000 in 2024 and €250,000 in 2025. It is tested on the company’s revenue plus that of its linked enterprises.
- At least one employee. A full-time contract, part-time contracts that add up to one full-time equivalent, or a mandate or administration contract paid at least the minimum gross wage. A new company has 30 days from registration to comply.
- One micro per shareholder. Shareholders holding more than 25% of the capital or voting rights may use the micro regime through only one company.
- Private ownership. The capital must not be held by the state or local authorities.
- Good standing. The company is not in dissolution followed by liquidation and has filed its annual financial statements on time.
- No excluded activity. The exclusion list covers banking, insurance and reinsurance, capital markets, oil and gas exploration and production, guarantee and compensation funds, and gambling.
A new company can apply the regime from incorporation if it meets the conditions; an existing company can opt in from the following year. The option and any exit are notified to ANAF on Form 700.
The tax: one rate since January 2026
OUG 89/2025 replaced the two-rate system with a single 1% rate from 1 January 2026, regardless of the company’s activity code. In 2025 the rate was 1% up to €60,000 of revenue and 3% above it, and 3% applied from the first euro to consulting, medical, IT and hospitality activities.
The tax base is revenue, not profit, less specific deductions (such as revenue from changes in inventories and dividends received from Romanian companies). The 20% cap on consulting and management revenue that existed in earlier versions of the regime no longer applies.
If revenue exceeds €100,000 during the year, the company leaves the micro regime and pays 16% profit tax from the quarter in which the limit was crossed.
What the shareholder pays on top
Profit extracted as dividends is taxed again in the shareholder’s hands. Under Law 141/2025 the dividend tax for individuals rose from 10% to 16% for dividends distributed from 1 January 2026. Health insurance contribution (CASS) may also be due, depending on total income. For a single-shareholder company, the combined burden is therefore roughly 1% on revenue plus 16% on distributed profit, before CASS.
Why gambling companies cannot use it
The 2018 opening did not last. Government Ordinance 16/2022 added Romanian legal persons “carrying on activities in the gambling field” to the exclusion list in art. 47, effective 1 January 2023. Since then a land-based operator with three slot machines and an online casino with millions in revenue are taxed the same way: 16% corporate income tax on profit, plus the licensing and authorization fees in OUG 77/2009.
The exclusion wording is broad. A Class 2 supplier (a game studio, platform provider or affiliate holding an ONJN license) carries on a licensed activity under OUG 77/2009, so the conservative reading is that the exclusion applies to it too. Before any licensed entity opts into the micro regime, get a written tax opinion. A wrong option can lead to ANAF recalculating profit tax for every affected year, with interest and penalties.
For a supplier, the corporate tax rate is rarely the deciding cost anyway. The annual fixed cost of a Class 2 license is €35,000 (the €20,000 license fee plus the €15,000 responsible-gambling contribution), as our Romania Class 2 license guide explains. For resident versus non-resident structuring, see our guide for resident and non-resident Class 2 companies.
Setting up an SRL in 2026
The steps are the same as in 2018, now mostly online through the Trade Register (ONRC) portal:
- Check and reserve the company name with ONRC.
- Secure a registered office and the document proving the right to use it (lease, loan-for-use agreement or title deed).
- Draft the articles of association (act constitutiv), with the shareholders, activity codes, administrator and share capital.
- Pay in the share capital (at least RON 500 for a new SRL) and keep proof of payment.
- Prepare the declarations: the administrator’s statement, the shareholder declaration for a sole-shareholder company, and the beneficial owner declaration required by Law 129/2019.
- File the registration application with ONRC, together with the tax registration forms. Foreign shareholders need apostilled or legalized corporate documents and certified translations.
- Register for VAT if needed and set up e-Factura and e-Transport access with ANAF.
A complete file is usually registered within a few working days. Bank account opening for companies with non-resident shareholders often takes longer than incorporation.
Is a micro-enterprise still worth it?
For a small Romanian consulting, trading or IT company with one employee and revenue under €100,000, yes. A 1% tax on revenue is hard to beat, and the employee requirement is the main cost.
It is the wrong vehicle for anyone planning a gambling business, and a poor fit for a company expecting to pass €100,000 quickly. Many groups instead place the licensed company under a Romanian holding company and plan dividend flows from the start; see the tax benefits of a Romanian holding company. If you are buying an existing SRL rather than forming one, note that every share transfer now triggers an ANAF check.
Our tax and corporate services team can model the micro and profit-tax scenarios for your structure before you incorporate.