Increasing Share Capital in Romania

How a lawyer in Cluj helps you increase share capital

A share capital (capital social) increase is an amendment to the articles of association (act constitutiv) through which the company takes in new contributions or turns reserves into capital. If you don’t know whether this applies to you, that’s no problem. I’ll check, we’ll choose the method together, and I’ll write the resolution and register the increase with the Trade Register Office (ONRC).

What is the minimum share capital of an SRL in 2026?

Until December 2025, Law no. 31/1990 on companies (Legea nr. 31/1990) no longer set any minimum capital for SRLs; art. 11(1) only says that the capital is divided into equal shares (părți sociale). Law no. 239/2025, in force since 18 December 2025, lays down these rules in art. VI:

The capital of the companies covered by art. VI(1) can’t be reduced below the minimum unless a resolution to increase it, keeping it at the legal minimum, is adopted at the same time; otherwise any interested person can ask for the company to be dissolved (art. VI(5)). The law doesn’t require existing companies with turnover below the threshold to top up their capital; the obligation to increase applies to companies above 400,000 lei.

The deadline for the increase and what you risk

For companies that were above the threshold when the law came into force, the deadline is 2 years from 18 December 2025 (art. VI(6)).

If the company doesn’t top up its capital in time, the tribunal orders its dissolution at the request of any interested person or of the ONRC (art. VI(8)). The company escapes dissolution if the capital reaches the legal minimum before the judgment becomes final, with the procedure in art. 237 of Law no. 31/1990 applying accordingly (art. VI(9)). I explain what follows a dissolution on the page about dissolution, liquidation and striking off.

Ways to increase the share capital

A limited liability company can increase its capital in the ways and from the sources set out in art. 210 (art. 221 of Law no. 31/1990):

• Cash contribution: issuing new shares or raising the nominal value of existing ones, in exchange for money the shareholders (asociați) pay in, under art. 210(1). This is usually how companies reach the 5,000 lei minimum.
• Contribution in kind: assets brought in by the shareholders and valued by an expert whom the registrar appoints, under art. 215(1), on a proposal from the general meeting (AGA). The resolution describes the assets and the people contributing them (art. 215(4)). For real estate, the amending act is concluded in notarial form (art. 204(2)(a)).
• Incorporating reserves, profits or share premiums, except legal reserves (art. 210(2)). Revaluation differences go into reserves and don’t increase the capital (art. 210(3)).
• Offsetting liquid and due claims that a shareholder has against the company, for example a loan they’ve made to the company (art. 210(2)). Contributions in the form of claims, meaning bringing in a claim against a third party, aren’t allowed (art. 215(2)).

An increase by raising the nominal value of the shares requires every shareholder’s vote, unless it’s made from reserves, profits or share premiums (art. 210(4)). When shareholders contribute in different proportions, the shareholding structure changes, so we agree beforehand who brings what and what percentage each of you ends up with.

The increase resolution and how long it stays valid

The increase is decided by a resolution of the general meeting, with the majority set by the articles of association or, if they say nothing, by an absolute majority of both the shareholders and the shares (art. 192(1)). In a company with a sole shareholder, the decision is theirs and is recorded in writing (art. 196^1). The resolution sets out the amount, the method, the number and nominal value of the new shares and how they’re allocated among the shareholders.

The resolution to increase the capital has effect only if it’s carried out within 18 months of being adopted (art. 219(1)). After each change, the directors (administratori) file the amending act and the updated articles of association with the Trade Register (art. 204(4)), and the office sends the amending act for publication in the Official Gazette (Monitorul Oficial) under art. 204(5).

How a capital increase works at the ONRC in Cluj

1. We check the financial position for the previous financial year, to see whether the 400,000 lei threshold has been crossed and what your deadline is.
2. We choose the method and settle the new share structure.
3. I draft the resolution or the sole shareholder’s decision and the updated articles of association; for a contribution in kind, I ask for an expert to be appointed and wait for the report.
4. I gather the proof: the bank statement for cash, the valuation report for assets, the financial statements for incorporating reserves.
5. I file the application to register the change (cerere de mențiuni) at the Trade Register Office attached to the Cluj Tribunal (Tribunalul Cluj) within 15 days of the resolution (art. 43(1) of Law no. 265/2022 on the Trade Register). The registrar rules on the application within one working day (art. 105(1)) and you receive the certificate of registered amendments (certificat de înregistrare mențiuni) under art. 110(2).

Reducing the share capital

The capital can be reduced by cutting the number of shares, by reducing their nominal value or, where the reduction isn’t due to losses, by releasing the shareholders from payments they still owe or returning part of their contributions (art. 207). The reduction can be made only two months after the resolution is published in the Official Gazette. The resolution must respect the legal minimum capital and state the reasons. Creditors with earlier claims can ask for security and can file an opposition (art. 208(1) to (3)).

How I can help you

I look at the financial statements and tell you whether your company has to increase its capital, and by when. We choose the method together, then I write the resolution and the updated articles of association and register the increase with the ONRC. I think it pays not to leave the increase until the last minute. If a new shareholder is joining at the same time, see also the page on transferring shares; for other changes, the page on amending the articles of association. All my services for companies are on the business law page. If you’d like me to check your situation, write to me and send me your latest balance sheet.