مزایای مالیاتی ایجاد کسب و کار در رومانی (راهنمای ۲۰۲۶)

• Romania retains a flat 16% corporate income tax, but the 2025–2026 fiscal reforms raise VAT to 21%, increase dividend tax to 16%, and narrow the micro‑enterprise regime to businesses under €100,000 turnover.
• The effective combined tax rate on distributed profits is now approximately 29.4% (16% CIT plus 16% dividend withholding on the remainder).
• Payroll costs have risen since January 2025 after sector wage tax exemptions (IT, construction, agriculture) were abolished, and the minimum wage increases to 4,325 RON (~€850) from July 2026.
• Company formation remains straightforward: an SRL requires just 500 RON (~€100) minimum capital, 100% foreign ownership is permitted, and registration takes 3–5 working days.
• Romania and Armenia have a double taxation treaty in force, offering reduced withholding rates on cross-border dividends, interest, and royalties.

آخرین به روز رسانی 2026-05-17

Romania remains a cost‑competitive EU base for business, but sweeping fiscal reforms enacted in 2025 and taking full effect in 2026 recalibrate the tax landscape. If you are weighing the tax advantages of establishing a business in Romania, this guide covers what stays attractive and what has materially changed so you can structure efficiently and avoid surprises.

For clients comparing options across the region, you may also want to explore our guidance on ثبت نام تجاری, مالیات در ارمنستانو اقامت از طریق سرمایه گذاری.

Romania’s 2025–2026 fiscal backdrop

Three major enactments drive the current tax environment:

• GEO 156/2024 (effective 1 January 2025): Resets the micro‑enterprise regime by lowering turnover thresholds and introducing a mandatory employee requirement. Abolishes wage income tax exemptions in the IT, construction, agriculture, and food sectors.
• قانون ۱۰۴/۱۹۹۲: Raises the standard VAT rate to 21% from 1 August 2025, creates a new 11% reduced VAT rate, and increases dividend withholding tax to 16% from 1 January 2026.
• GEO 8/2026 (effective 1 March 2026): Clarifies depreciation rules and listing incentives for corporate income tax purposes.

Corporate income tax regime

Romania retains a flat 16% corporate income tax (CIT) on taxable profits, which remains competitive within the EU. This headline rate underpins much of the remaining tax advantage for mid‑sized and larger firms that outgrow micro‑enterprise status.

Key features of the CIT regime in 2026:

• Loss carryforward: Tax losses can be carried forward for up to 5 years and offset against 70% of taxable profits in each subsequent year.
• R&D super-deduction: A 50% additional deduction is available for qualifying research and development expenditures, effectively allowing 150% deductibility.
• IMCA (minimum corporate alternative tax): A 0.5% minimum tax on turnover applies for FY2026 for companies reporting losses or very low profits. This levy is abolished after 31 December 2026.
• Construction asset tax: Reduced to 0.5% (from 1%) on the value of construction assets owned by companies, with a further reduced 0.25% rate for managed or leased assets. This tax is scheduled for repeal from 2027.
• Deductibility cap (Law 239/2025): For companies with turnover under €50 million, expenses paid to non-resident affiliates for IP, management, or consultancy services are capped at 1% of total expenses.

Effective combined tax rate on distributions

With dividend withholding tax now at 16% (from 1 January 2026, per Law 141/2025), the effective combined tax rate on distributed profits has increased significantly:

This increase in the effective rate makes reinvestment strategies and distribution timing more important for shareholders in 2026. Groups with cross-border structures should review applicable double taxation treaties for potential relief on dividend withholding.

Micro‑enterprise tax regime

Romania’s micro‑enterprise regime remains an important tax advantage for genuinely small businesses, but it is now significantly narrower than in previous years.

2026 rules (current):

• سقف گردش مالی: €100,000 (reduced from €250,000 in 2025). Related-enterprise aggregation rules apply, meaning connected companies’ turnover is counted together.
• نرخ مالیات: A flat 1% on turnover. The previous 3% rate for companies without employees was abolished from 1 January 2026.
• Employee requirement: At least one employee is mandatory. This can be a full-time employee, part-time employees whose combined hours equal one full-time position, or a management contract at minimum gross wage. Losing the employee condition triggers exit to the standard 16% profit tax from that quarter.
• استثنائات بخش: Certain CAEN activity codes (including some IT services, consulting, and financial activities) may disqualify a company from micro status regardless of turnover.

Fewer startups will qualify as they scale. Early planning on headcount, invoicing, and growth milestones can preserve eligibility longer or ease transition to the 16% CIT regime when the cap is exceeded.

VAT overhaul: standard rate at 21%

پس از 1 اوت 2025, Romania’s standard VAT rate stands at ٪۱۰۰ (up from 19%), under Law 141/2025. The law also introduced a new 11 درصد کاهش نرخ مالیات بر ارزش افزوده alongside the existing 5% and 9% reduced rates.

The 11% reduced rate applies to:

• داروها
• Food and non-alcoholic beverages (excluding products with added sugar ≥10g/100g, except infant products)
• تامین آب
• نهاده های کشاورزی
• کتاب ها و انتشارات
• Hotel accommodation and restaurant services
• انرژی حرارتی
• Social-policy housing and firewood/wood waste

Transitional measure: A 9% VAT rate applies to qualifying social-policy housing transactions through 31 July 2026.

نرخ ۱٪ این کار را انجام می‌دهد نیستم apply to alcoholic beverages, certain sugary non-alcoholic beverages (NC 2202), food supplements, or products with high added sugar content.

Payroll and social security costs

Understanding Romania’s payroll tax structure is essential for budgeting labor costs. Following the abolition of sector wage tax exemptions from January 2025, all employers now face the same contribution framework.

مشارکت‌های کارفرما:

• CAM (work insurance contribution): 2.25 درصد حقوق ناخالص

Employee contributions (withheld by employer):

• CAS (pension contribution): 25 درصد حقوق ناخالص
• CASS (health insurance): 10 درصد حقوق ناخالص
• مالیات بر درآمد: 10% of the taxable base (gross minus CAS and CASS, minus personal deduction if applicable)

Minimum wage (2026):

• January–June 2026: 4,050 RON per month
• From 1 July 2026: 4,325 RON per month (~€850), per Government Decision 146/2026

Abolished sector exemptions: The wage income tax exemptions that previously applied to IT, construction, agriculture, and food-industry employees were removed from 1 January 2025. There are no sector-specific replacements in 2026, making Romania’s labor cost structure uniform across industries.

Company formation overview

Setting up a business in Romania is relatively straightforward, with no restrictions on foreign ownership for the most common entity types.

SRL (limited liability company) — the most popular choice:

• Minimum share capital: 500 RON (~€100). If annual turnover exceeds 400,000 RON, the capital must be increased to 5,000 RON by year-end.
• Shareholders: 1–50, with 100% foreign ownership permitted.
• Registration: 3–5 working days at ONRC (National Trade Register), with the total practical timeline around 1–2 weeks including document preparation.

SA (joint-stock company):

• Minimum share capital: 90,000 RON (~€25,000), with at least 30% paid at incorporation.
• Suitable for larger operations or companies planning a future stock exchange listing.

UBO (ultimate beneficial owner) declaration: Must be filed at incorporation and within 15 days of any change. Fines for non-compliance range from 5,000 to 10,000 RON.

For a comparison with Armenia’s company registration process, see our راهنمای ثبت کسب و کار.

Romania–Armenia double taxation treaty

Romania and Armenia have a double taxation treaty (DTT) in force, which is relevant for businesses and individuals with cross-border operations between the two countries. The treaty provides reduced withholding rates:

• سود سهام: 5% (if the beneficial owner holds ≥25% of the capital and meets the MLI 365-day holding-period condition) or 10% in other cases.
• علاقه: ٪۱۰۰
• مزایا و امتیازها: ٪۱۰۰
• کمیسیون ها: ٪۱۰۰

This treaty can significantly reduce the tax cost of repatriating profits between Romania and Armenia. For structuring advice on cross-border operations, consult our Armenia tax advisory team.

Investor implications for 2026

For investors seeking the tax advantages of establishing a business in Romania, the 2025–2026 updates shift where the value lies:

• CIT stability remains a core advantage: The flat 16% rate is intact and competitive within the EU, sustaining Romania’s appeal for profit-generating entities that outgrow micro status.
• Distribution planning is now critical: With the effective combined rate at approximately 29.4%, reinvestment strategies or timing distributions to leverage treaty-reduced rates become essential for preserving shareholder value.
• Labor costs have normalized: The abolition of sector wage exemptions levels the playing field. Romania’s total employer cost (~42.8% tax wedge) should be factored into location decisions alongside the upcoming minimum wage increase.
• Micro regime suits fewer businesses: The €100,000 cap and mandatory employee requirement narrow eligibility significantly. Companies approaching the threshold should model the transition to CIT early.
• VAT cash-flow impact: The 21% standard rate increases working capital requirements, particularly for B2C businesses and those with long receivable cycles.

For those benchmarking regional alternatives, see our resources on املاک و مستغلات implications for new entities, ویزا pathways for managers, and شهروندان planning as part of wider mobility strategies.

سوالات متداول

The tax advantages of establishing a business in Romania remain meaningful — the 16% CIT, accessible company formation, and EU single-market access continue to attract international investors. But the 2026 landscape requires sharper structuring around VAT, payroll, and profit distributions. For a tailored plan, including cross-border structuring with Armenia, تماس با ما.