Sole-associate SRL in 2026: rights, written decisions, micro 25% rule & liability

Lexter’s blog covers the ONRC dossier, articles of association, share capital, 1% micro, dividends, administrator pay, and e-Factura. The sole associate appears in comparisons (“one vs several associates”), but searches for “sole-associate SRL”, “multiple sole-associate companies”, “sole associate decision”, “micro one company 25%”, and “sole associate liability” are among the most common before and after the certificate — without a dedicated unipersonal governance guide.

Five dominant topics: (1) what “sole associate” means legally (Companies Law 31/1990 art. 13), (2) written decisions and contracts, (3) multiple SRLs vs the micro 25% rule, (4) combining associate + administrator and the employee condition, (5) limited liability vs mixing assets. Data updated as of 30 July 2026.

A sole-associate SRL is a limited liability company in which one person (natural or legal) owns 100% of the shares. Under art. 13 of Companies Law 31/1990, the sole associate exercises the powers of the general meeting of associates: approves financial statements, distributes dividends, appoints or revokes the administrator, and amends the articles of association.

If the sole associate is also administrator, they simultaneously bear the legal representative’s duties. In-kind contributions at incorporation are valued by expert appraisal — not by guesswork. Minimum share capital for a new SRL remains RON 500 (Law 239/2025); the increase to RON 5,000 applies in the situations set by law for existing companies — details in the share capital guide.

The beneficial owner is usually the sole associate (owns 100%, above the 25% threshold). The beneficial-owner declaration remains mandatory in the ONRC file — see the articles of association / beneficial owner guide.

Even as the only associate, you do not “decide in your head”: art. 196^1 of Companies Law 31/1990 requires sole-associate decisions to be recorded in writing. In practice, for any material resolution (dividends, annual accounts, change of administrator, change of registered office/CAEN/capital) you draft a dated, signed “Sole Associate Decision” — the equivalent of a general-meeting resolution.

Art. 15 of the same law: contracts between the sole associate and their own company (loan, commodatum, lease, services) must be in writing, under absolute nullity. Without a written contract, ANAF or a creditor may challenge the transaction; the separation between personal and company assets erodes.

For dividends: sole-associate decision + distributable profit + 16% tax withheld by the company (plus CASS at thresholds via the Single Return) — the full procedure is in the SRL dividends guide.

From 5 July 2020 (Law 102/2020), a person may be sole associate in as many SRLs as they wish — the old art. 14 ban was repealed. You can structure by business line or use a holding, but each company remains a separate legal person, with its own SPV, e-Factura, SAF-T, and accounting.

The critical 2026 tax limit: associates who hold, directly or indirectly, more than 25% may apply the 1% micro regime to only one legal entity. If you are sole associate (100%) in two micro-enterprises, you must designate which stays on 1%; the other moves to 16% profit tax. The EUR 100,000 ceiling is also checked with related-enterprise income — you cannot “split” turnover across firms to stay under the cap.

Details on the 1% rate, the 90-day employee rule, and Form 700 are in the micro guide; profit-tax calculation is in the 16% corporate tax guide.

Combining associate and administrator is typical for unipersonal SRLs. For micro 1% you need at least one full-time employee or an administrator mandate paid at least at the gross minimum wage — from 1 July 2026: RON 4,325/month (GD 146/2026).

A paid mandate is reported via Form 112; an employee CIM also goes into REGES Online. An “unpaid” mandate does not meet the micro condition — you move to 16% profit tax even if turnover is under EUR 100,000. Mandate vs dividends (16% from 2026) is compared in the administrator remuneration guide.

As sole associate you may also be an employee of your own SRL (art. 196^1), subject to labour law — but do not confuse salary (full contributions) with dividends (16% tax + possible CASS via the Single Return).

As a rule, the sole associate is liable for company debts up to the subscribed share capital. Protection holds while the company is treated as a distinct legal person: separate bank account, invoices on the tax ID, written decisions, no mixing of personal and company money.

Frequent 2026 risks: withdrawals from the company account without a decision/dividends (ANAF may recharacterize the amounts), oral contracts with your own company (art. 15 nullity), using the company card for personal spend, or ignoring Law 239/2025 restrictions on dividends/loans when net assets fall below 50% of share capital.

In insolvency, liability-attraction mechanisms may apply if contribution to insolvency is proven — documentary discipline (decisions, contracts, e-Factura, SAF-T) is the first line of defence, not merely “RON 500 capital”.

Follow these steps at incorporation and ongoing:

Lexter helps prepare incorporation documents — sole-associate articles of association, ONRC data, beneficial owner, capital, and registered office. It does not replace your accountant and does not manage post-incorporation decisions or the tax vector.

Choosing micro vs profit, the administrator mandate, and dividend distributions remain yours, with specialist support, after the ONRC certificate.

Informational guide as of 30 July 2026. Companies Law 31/1990, the Tax Code, Law 239/2025, and ONRC/ANAF procedures may change. Verify onrc.ro and anaf.ro. Not legal, tax, or accounting advice.