Why share capital is the hottest SRL topic in 2026
If you already read our guides on the ONRC dossier, registered office, or CAEN codes, share capital is the natural next step: the amount founders subscribe at incorporation, how it splits into shares (parts sociale), and what changed in 2026 for new and existing companies.
Law no. 239/2025 — in force from 18 December 2025 — replaced the era when an SRL could theoretically be formed with 1 RON of capital. Searches for “500 RON share capital”, “SRL articles of association 2026”, and “Romania company formation cost” now dominate the incorporation space. This guide answers those queries directly without repeating the full ONRC dossier walkthrough.
What share capital is and how it ties to the articles of association
Share capital is the total contribution founders promise when forming the SRL — usually in RON and divided into shares (parts sociale). Each share has a nominal value; together they must equal subscribed capital stated in the articles of association.
The articles (or single-shareholder instrument) must clearly state subscribed capital, number and nominal value of shares, each founder’s quota, and payment method (cash or in kind). Mismatch between the deed, the ONRC application, and generated documents is a frequent source of correction requests.
New thresholds under Law 239/2025 (500 and 5,000 RON)
Law 239/2025 sets different minimums for new companies and existing ones, linked to net turnover:
- New SRL: minimum share capital 500 RON (Law 239/2025, art. VI para. (2)).
- Existing SRL with net turnover above 400,000 RON (per prior annual financial statements): minimum 5,000 RON (art. VI para. (1)).
- Existing SRL below the 400,000 RON turnover threshold: minimum 500 RON, aligned with the general rule for companies under the threshold.
- Companies already registered that must increase capital must amend the articles — deadline within 2 years of the law entering force (typically by December 2027).
- Increases completed by 31 December 2026 solely to comply with the new legal minimum may qualify for a 50% reduction of the Official Gazette (Part IV) publication fee (art. VI para. (7)).
What the articles of association must say about capital
When drafting articles, the capital section must be precise. Confirm the document includes:
- Total subscribed share capital (minimum 500 RON for a new SRL in 2026).
- Number of shares and nominal value each (e.g. 50 shares × 10 RON = 500 RON).
- Allocation of shares among founders (percentages or share counts per founder).
- Payment method: cash to the share capital bank account or in-kind (with valuation notes if applicable).
- Legal payment deadlines — typically 30% within 3 months of registration, the balance within 12 months (Law 31/1990).
- Wording consistent with the ONRC application and related declarations — same figures everywhere.
When and how to pay share capital (2026 myths vs reality)
A common question: “Do I need 500 RON in the bank before filing with ONRC?” Usually no. Since simplifications under Law 223/2020, capital is generally paid after registration within legal deadlines, into a bank account opened in the company’s name.
The payment obligation is real — capital is not just a number on paper. Founders owe the company and, in some cases, creditors for unpaid amounts, within legal limits. Keep records of payments and bank statements for accounting.
- At least 30% of subscribed capital: paid within 3 months of registration, before operating in the company’s name.
- Remaining 70%: paid within 12 months of registration.
- Share capital account: opened after registration certificate and tax ID, in the company’s name.
- In-kind contributions (equipment, receivables, etc.): require valuation and extra procedures — consult an accountant or lawyer first.
Real incorporation costs: share capital + ONRC fees (2026)
Founders often ask “how much does an SRL cost in 2026?” Minimum legal cost without advisors or paid registered office:
- Minimum share capital: 500 RON — stays with the company (its assets), not a state fee.
- ONRC fees + Official Gazette publication: roughly 150–230 RON depending on deed length and filing channel (check current tariffs on onrc.ro).
- Registered office: 0 RON with free loan-for-use at home; variable if you lease space or buy virtual office services.
- Consultant / lawyer / notary: optional, from a few hundred to 1,000+ RON depending on complexity.
- Rough minimum total (no advisor, free registered office): ~650–750 RON, of which 500 RON remains company capital.
Already have an SRL? When you must increase to 5,000 RON
If your company is established and net turnover exceeded 400,000 RON, Law 239/2025 requires aligning share capital to at least 5,000 RON. This is a deed amendment filed with ONRC, not an internal bookkeeping tweak.
Typical documents: application to register the mention, shareholders’ resolution or sole shareholder decision, updated articles, proof of payment for the increased amount, and power of attorney if someone else files. If you increase solely for compliance by 31 December 2026, check the 50% MO publication discount.
Practical checklist: correct capital in your dossier
Run through this list the same day you finalize articles and the ONRC application:
- Declared capital ≥ 500 RON for a new SRL (or ≥ 5,000 RON if an existing company exceeds the turnover threshold).
- Shares calculated correctly: count × nominal value = total capital.
- Founder percentages = 100%; no rounding that leaves 1 RON gaps between documents.
- Same values in articles, ONRC application, and any related standard forms.
- Payment plan: calendar for 30% / 70% after registration.
- If using document software, review final PDFs — not only the form screen.
Share capital in Lexter: consistency across documents
Lexter helps you fill share capital, shares, and founder allocation inside the SRL document generation flow — alongside founders, registered office, and CAEN data. The goal is exported deeds and applications with matching figures, reducing manual copy errors.
The platform does not recommend how much capital to choose above the legal minimum, does not compute increase obligations for existing companies, and does not track bank payments. For business decisions, 5,000 RON increases, or in-kind contributions, consult your accountant or lawyer.
Disclaimer
This article is general information on SRL share capital and articles of association in the context of Law 239/2025. ONRC fees, deadlines, and tax interpretations can change. Confirm rules in force at filing time and consult a licensed professional for your company’s situation.
Frequently asked questions
- What is the minimum share capital for a new SRL in 2026?
- Under Law 239/2025, newly incorporated limited liability companies must have at least 500 RON subscribed share capital, reflected in the articles of association and ONRC application.
- Must I deposit 500 RON at the bank before the ONRC dossier?
- Generally not before registration. Capital is paid after the company is registered, within legal deadlines: at least 30% within 3 months and the balance within 12 months, into an account in the company’s name.
- When must capital be increased to 5,000 RON?
- Existing SRLs with net turnover above 400,000 RON must align share capital to at least 5,000 RON via an articles amendment filed with ONRC, within the deadline set by Law 239/2025 (up to 2 years from the law entering force).
- Is 500 RON share capital a fee paid to the state?
- No. Share capital belongs to the company’s assets. ONRC fees and Official Gazette publication are separate, much smaller costs.
- Does Lexter auto-calculate capital increases for my existing company?
- No. Lexter focuses on preparing incorporation documents (and flows available in the product). ONRC amendment procedures and turnover analysis for existing companies require dedicated advisory.