Have you left the micro-company regime without realising it? The 6 situations that make you liable for corporate income tax during the year
The tax authority has restated the rules. Some take you out of the regime from the quarter in which the event happens, others only from the following quarter — and the difference is paid in cash!
There is a widespread belief among business owners: “if I am a micro-company, I stay a micro-company until the end of the year”. It is wrong — and it is one of the most expensive wrong beliefs in Romanian taxation.
The Fiscal Code sets out six situations in which a company becomes liable for corporate income tax during the year, automatically, with no notification from anyone and no choice on the company's part. And for each situation, the law states exactly from which quarter. Let us take them one by one.
Before any list of cases, the mechanics have to be clear. The legislator uses two different formulas, and the difference between them can mean an entire quarter of revenue taxed under a different regime.
⏩ “Starting with the quarter in which…” — the effect is immediate and retroactive within that quarter. If the event occurs on 20 August, the whole of Q3 is taxed as profit. This covers: exceeding the revenue threshold, unfiled financial statements, excluded activities, and the case of shareholders holding more than 25%.
⏭ “Starting with the following quarter” — you get a grace period. This covers exclusively the employee condition, with its 30-day and 90-day deadlines.
Remember this distinction. It is the only one that matters when you realise, in November, that something happened back in August.
If during the tax year the company earns revenue exceeding EUR 100,000, it owes corporate income tax starting with the quarter in which the threshold was exceeded. Simple in theory. In practice, there are three traps here that almost everyone misses.
They do not. What counts is revenue earned, i.e. turnover as defined under the applicable accounting regulations — so invoices issued, not cash received. A large invoice issued on 28 September and collected in February counts in full towards Q3.
Added to turnover is revenue from the transfer of fixed assets and land, recorded cumulatively from the beginning of the year, where the company transfers during that year more than one asset from any subgroup of the Fixed Assets Catalogue, or more than one plot of land. Two vans sold in the same year can push you over the threshold without the core business having grown at all.
Revenue constituting turnover — respectively the revenue referred to in art. 47 para. (1¹) letter d) — of the parties to which the micro-company is related is also added. In other words: the threshold is not tested per company, it is tested across the group. Three companies with the same shareholder, each with EUR 45,000, means EUR 135,000 — threshold exceeded, even though none of them reached the limit on its own.
💡 What to do about it: if you own several companies with common shareholders, the cumulative calculation must be run monthly, not at year-end. The RON equivalent of the threshold is determined at the exchange rate in force at the close of the preceding financial year — so from 1 January you know the exact RON amount you must not exceed. Put it on the wall.
📖 art. 52 para. (1) and para. (5¹) of the Fiscal Code
This is by far the most unfair of them all — because it has nothing to do with the size of the business or with what the company actually does.
If during the tax year the micro-company has not filed the annual financial statements for the preceding financial year within the deadline, although legally required to do so, it owes corporate income tax starting with the quarter in which this condition is no longer met.
⚠️ This is not just a fine! Many directors treat late filing of the annual accounts as a risk worth a few hundred lei. In reality, the consequence is the loss of the micro-company regime with effect from that quarter — i.e. moving to 16% corporate income tax for the rest of the year. An administrative delay of a few days can change how the company is taxed entirely.
📖 art. 52 para. (2) of the Fiscal Code
This is where the micro-company regime is most often lost in practice — and also where the law leaves the most ways out, if you know about them and react in time. The general rule: if the condition under art. 47 para. (1) letter g) is no longer met, the company owes corporate income tax starting with the quarter following the one in which the condition ceased to be met.
Situation A — the sole employee's contract ends
The condition is deemed met if, within 30 days of the termination of the employment relationship, a new employee is hired under an indefinite-term individual employment contract or a fixed-term contract of at least 12 months. Note the second part: a six-month fixed-term contract does not save the situation. If you do not hire within the deadline — corporate income tax from the quarter following the one in which the employment relationship ended. (art. 52 para. 3)
Situation B — a newly incorporated company that opted for the micro regime
If you opted for the micro regime from the first tax year (the conditions on share capital and on shareholders holding more than 25% being met), but within 90 days inclusive of the registration date the company does not meet the condition to hire employees, it owes corporate income tax from the quarter following the one in which the 90-day period expires. (art. 48 para. 3)
Situation C — the employment contract is suspended
Where the employment relationship is suspended in accordance with the law, the employee condition is deemed met only if both requirements are satisfied: the suspension period is shorter than 30 days and the situation is recorded for the first time in that tax year. A second suspension in the same year, even of one week, takes you out of the micro regime. (art. 48 para. 3¹)
🩹 The exception that saves many companies — medical leave. The condition of having an employee is also deemed met while the employee is on temporary incapacity for work leave, provided that the cumulative leave period over the entire tax year does not exceed 30 days. Note the word “cumulative”: not 30 days per episode, but 30 days per year. (art. 48 para. 3³)
📝 But what exactly counts as an “employee”? For micro-company tax purposes, it is a person hired under a full-time individual employment contract, in accordance with Law no. 53/2003 — the Labour Code. The good news: the condition is also met by companies that:
• have employees on part-time contracts, provided the fractions of full-time work in those contracts, added together, represent the equivalent of one full-time position (two half-time positions = one full-time position);
• have concluded management or mandate agreements, where the remuneration is at least equal to the national gross minimum base salary. (art. 51 para. 4)
If during the tax year the company starts carrying out one of the activities listed in art. 47 para. (3) letters f) – i), it owes corporate income tax starting with that same quarter. No grace period, no revenue threshold.
- Banking.
- Insurance and reinsurance, capital markets, intermediation and distribution in these fields — with the exception of secondary insurance and/or reinsurance intermediaries, as defined by law, whose revenue from distribution activity represents up to 15% inclusive of total revenue.
- Gambling.
- Exploration, development and exploitation of oil and natural gas deposits.
📖 art. 52 para. (4) of the Fiscal Code
If during the tax year any shareholder of a micro-company holds, directly or indirectly, more than 25% of the value/number of participation titles or voting rights in other micro-companies as well, then the shareholders must decide themselves which micro-company / micro-companies will leave the scope of this tax.
⚠️ The law gives you the right to choose — but not the right not to choose. The designated companies apply corporate income tax starting with the quarter in which that situation is recorded, so that the condition of holding a single micro-company is met. The exit from the regime must be communicated to the competent tax authority, in accordance with Law no. 207/2015 on the Fiscal Procedure Code.
In practice: if you own three companies in which you hold more than 25%, only one of them can remain a micro-company. The choice is yours — ideally the one with the lowest margin and the highest revenue volume, because that is where 1% of revenue is most advantageous compared with 16% of profit.
📖 art. 52 para. (7) of the Fiscal Code
Here the law is, surprisingly, in your favour — with one condition to observe when you restart.
A micro-company under temporary inactivity registered with the Trade Register continues to be liable for micro-company income tax throughout the entire period in which it records that status — even though, obviously, it has no employee. (art. 48 para. 2³)
A company that has been under temporary inactivity remains liable for micro-company income tax from the date the resumption of activity is registered with the Trade Register, provided it meets the employee condition within 30 days inclusive of the date that entry is recorded with the Trade Register. (art. 48 para. 3²)
💡 Practical tip: do not file the resumption of activity entry before you have found your candidate. The 30 days run from the registration of the entry, not from the moment you actually start invoicing.
You have identified the situation and the quarter. From here, the cascade of obligations looks like this:
- Establish the starting quarter. Everything else depends on it. Check once more whether it is “the quarter in which” or “the following quarter” — different situations follow different rules.
- Recalculate the tax base. Corporate income tax is calculated and paid taking into account the revenue and expenses recorded starting with that quarter — not from the beginning of the year. The preceding period remains taxed under the micro regime, at 1% of revenue.
- File the final micro-company return. Micro-company income tax for the quarters already closed is declared and paid through form D100, by the 25th of the month following the quarter.
- Update the tax registration record through form D700. This is not a formality. If the tax vector is not updated, subsequent returns will be rejected or will trigger notifications — and you will discover the problem exactly when you have no time for it.
- Annual return D101. The deadline for tax year 2026 is 25 June of the following year — moved from 25 March by G.E.O. no. 8/2026. The rate remains 16% of taxable profit.
- Recalculate dividends before distributing them. Moving to corporate income tax completely changes the distributable result. In 2026, dividends are taxed at 16%, plus health insurance contributions (CASS) where the thresholds are exceeded. The actual net is no longer what it was in previous years.
⚠️ And one more important point: the switch takes effect for the remainder of the tax year. There is no return to the micro regime within the same year, however quickly you fix the situation. Re-entry can only be assessed for the following year, if all conditions are met again as at 31 December.
On 20 August the company invoices a project that pushes cumulative revenue for the year above the equivalent of EUR 100,000. Result: corporate income tax from Q3, i.e. on the revenue and expenses of July–September, including those recorded before 20 August. Q1 and Q2 remain taxed at 1%.
You have until 10 October to hire on an indefinite-term contract or a fixed-term contract of at least 12 months. If you find someone on 5 October — you stay a micro-company, nothing happens. If you do not — corporate income tax from Q4. Note how much the grace period matters here: Q3 remains untouched.
You hold 100% in three companies, all of them micro-companies. The situation must be resolved: only one can remain a micro-company, the other two move to corporate income tax from the quarter in which the situation is recorded. On top of that — and independently — the revenue of all three is aggregated when testing the EUR 100,000 threshold, as related parties.
- Have I calculated cumulative revenue from 1 January and compared it with the RON equivalent of the EUR 100,000 threshold?
- Have I included the revenue of the parties I am related to, and any sales of fixed assets or land?
- Were the financial statements for the preceding year filed on time?
- Do I have, at all times, at least one full-time employee — or the equivalent through cumulative part-time contracts or a management agreement?
- If someone left in the past few weeks, am I still within the 30-day window?
- Does the employee's cumulative medical leave exceed 30 days since the beginning of the year?
- Does any shareholder holding more than 25% also own other micro-companies?
- Have I started any activity from the excluded list this year?
If the answer to any of these is “I don't know”, it is worth checking now. At year-end, the only option left is to recalculate retroactively and pay late-payment charges on top.
The micro-company regime is not lost on 31 December. It is lost on a Tuesday in August, when someone resigns or an invoice is issued — and you find out in March.
All six situations above have one thing in common: they operate automatically. You receive no notification, nobody calls you, and the window to react — where one exists at all — is 30 or 90 days. The difference between a company that stays a micro-company and one that discovers in the spring that it owes corporate income tax from Q3 is not luck; it is a monthly five-minute review.
In practice, most losses of the micro regime do not come from business growth, but from administration: annual accounts filed late, an employee on leave for too long, a second contract suspension, or a threshold calculated on one company out of a group of three. All of them can be prevented.
Sources
- Law no. 227/2015 on the Fiscal Code, art. 47, 48, 51, 52 and 54, as amended by G.E.O. no. 8/24.02.2026
- A.N.A.F. — D.G.R.F.P. Ploiești, A.J.F.P. Argeș, public notice “Rules for exiting the micro-company income tax system during the year”, 11.08.2026
- Law no. 53/2003 — the Labour Code, republished, as subsequently amended and supplemented
- Law no. 207/2015 on the Fiscal Procedure Code, as subsequently amended and supplemented
This article is of a general informational nature and reflects the legislation in force at the date of publication. It does not replace a specialist's analysis of a specific situation.
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