Romania’s M&A market in Q1 2026: continued growth in a new corporate and regulatory landscape

Oana-Alexandra Ijdelea
Ijdelea & Associates, Bucharest
oijdelea@ijdelea.ro

Siranuș Hahamian
Ijdelea & Associates, Bucharest
shahamian@ijdelea.ro

Romania’s mergers and acquisitions (M&A) market began 2026 with remarkable momentum. In the first quarter, Romania recorded 67 transactions, representing a notable 29 per cent increase in activity compared to the same quarter in the previous year, and it was also the highest Q1 disclosed value on record, reaching a total of USD 2.2bn.^[1]

The regulatory reset that had an impact on the Q1 M&A transactions: Law No 239/2025

While transaction activity reached record levels, the Romanian M&A market began 2026 with a revised compliance and regulatory framework. A series of interconnected legislative reforms, centred on Law No 239/2025, introduced new compliance requirements and corporate governance rules with direct implications for transaction execution. Law 239, adopted as part of the government’s second package of fiscal measures, amended the Romanian Companies Law with the stated aim of strengthening fiscal discipline, protecting creditors and improving corporate transparency, while reversing several deregulatory measures introduced in 2020 that facilitated the creation of lightly capitalised entities. The reforms primarily affect limited liability companies (SRL), which are by far the most common corporate form in Romania and the vehicle of choice for the vast majority of private M&A transactions.

Tax authority approval requirements for shares transfer

Law 239, as further amended in March 2026, introduces a new tax compliance mechanism applicable to transfers of shares in SRLs. Share transfers must be notified to the Romanian fiscal authority (Agenția Națională de Administrare Fiscală or ANAF) and are subject to additional fiscal verification requirements. Where the target company has outstanding tax liabilities, guarantees covering those liabilities must be provided before the Trade Registry will register the transfer.

While intended to strengthen tax enforcement, the new regime adds a further layer of regulatory scrutiny to transactions involving Romanian limited liability companies which, in practice, may affect deal timetables.

The policy rationale is clear: to prevent controlling shareholders from disposing of their interest in companies with unpaid tax debts, leaving the state as an unsecured creditor.

The broader corporate reform package

The share transfer rules are part of a wider set of measures introduced by Law 239 that reshape the operating environment for SRLs and carry direct implications for M&A due diligence and deal structuring.

Minimum share capital reinstated

After a period during which the minimum share capital for SRLs had been reduced to a symbolic RON 1, Law 239 reintroduces a minimum share capital of RON 500 for newly incorporated SRLs and RON 5,000 for any SRL whose annual net turnover exceeds RON 400,000. Existing companies above the turnover threshold must comply within two years of the law’s entry into force, that is, by December 2027. Existing companies falling within the latter category are granted a transitional period until December 2027 in order to achieve compliance. Any failure to do so exposes the company to dissolution proceedings.

Restrictions on companies with negative net assets

Law 239 introduces a series of safeguards when a company’s net assets fall below 50 per cent of its subscribed share capital. In such circumstances, the company is prohibited from distributing dividends, whether annual or interim, and from repaying loans granted by shareholders or their affiliates. Where the impairment persists for more than two consecutive years and shareholder loans remain outstanding, the company is required to restore its capital position through the conversion of those loans into equity, subject to the pre-emption rights of the existing shareholders. Breaches of these requirements may result in fines ranging from RON 40,000 to RON 300,000. A limited exemption from the mandatory debt-to-equity conversion requirement applies to certain categories of institutional and professional investors, including alternative investment and venture capital funds, investment holding and financing entities, certain crowdfunding investors and qualifying minority investors in small- to medium-sized enterprises (SMEs), provided that the relevant shareholder loans remain outstanding for at least four years.

New ‘piercing the corporate veil’ scenarios

First, companies that have distributed interim dividends may not grant loans to shareholders or affiliated persons until those distributions have been regularised. Second, companies whose net assets have fallen below the statutory threshold may not repay loans owed to shareholders or their affiliates. Breaches of either restriction may result in the joint liability of the company and the relevant shareholders for the company’s outstanding tax liabilities, up to the value of the relevant loan, as well as administrative fines ranging from RON 10,000 to RON 200,000.

Mandatory Romanian bank accounts

All Romanian legal entities are now required to maintain at least one bank or treasury account in Romania. Non-compliance may result in fiscal inactivity status, with significant operational consequences and, ultimately, dissolution.

Practical implications

These corporate law measures should be viewed in conjunction with the broader fiscal and regulatory developments in the Romanian M&A market, including the increase in the dividend withholding tax rate from ten per cent to 16 per cent, effective as of 1 January 2026, and the revised foreign direct investment screening regime, which has introduced greater legal certainty in an area previously characterised by interpretative ambiguity. Taken together, these changes have materially reshaped the regulatory framework for M&A in Romania within a relatively short period of time.

The combined effect of the reforms changes the way deals are run, from the first due diligence call to the closing phase. Every transaction involving a Romanian target must now navigate additional procedural layers, absorb higher fiscal costs and satisfy more demanding corporate governance standards. The result is a market where preparation and local expertise are no longer optional, they are prerequisites.

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