ROMANIA Law and Practice Contributed by: Monia Dobrescu and Mădălina Trifan, Mușat & Asociații
For SRL/joint stock companies, the applicable corporate tax rate is generally 16%. However, a Romanian legal entity can opt for the applica - tion of micro-company revenue tax in lieu of the standard CIT if it cumulatively meets the follow - ing conditions as of 31 December of the previ - ous year: • the revenues derived did not exceed the RON equivalent of EUR250,000, or EUR100,000 as of 1 January 2026; • the share capital is owned by persons other than the State and administrative-territorial units; • it is not under dissolution, followed by liquida - tion; • it has at least one employee; and • it has associates/shareholders that hold more than 25% of the value/number of participa - tion titles or voting rights and is the only legal entity established by the associates/share - holders to apply the provisions related to the micro-company. 5.3 REITs REITs are currently not available in Romania. There are real estate investment vehicles, but these do not rely on the institution of a trust. The following options are available locally: • alternative investment funds, which are regu - lated entities and have a real estate-focused investment policy and may appeal to the general public for investments; • closed SPVs, which are non-regulated, ad hoc Romanian companies generally attracting a limited number of investors, do not appeal to the general public, and may be organised as joint stock companies or limited liability companies;
• issuers, which are regulated – ie, companies admitted on a regulated market focusing purely on real estate development; and • crowdfunding vehicles, which have to comply with crowdfunding rules. The Romanian legal framework is as follows: • Law No 243/2019 on the regulation of alter - native investment funds and for amending and supplementing certain regulatory acts regulates alternative investment funds; • Law No 24/2017 on issuers regulates the activity of issuers on a regulated market; and • Law No 244/2022 on the establishment of measures implementing Regulation (EU) 2020/1.503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1.129 and Directive (EU) 2019/1.937, regulates the activity of funding through crowdfunding. Foreign investors should also pay attention to FDI regulations, as certain investments in real estate may also trigger FDI review. As interest over REITs is visible in the market, and also considering the need to foster the local capital market and to transform it into a viable channel for investing in real estate, in early Sep - tember 2024 the Romanian Senate passed a draft law on REITs and real estate companies held by REITs and their respective tax regime. While the draft law is still pending with the per - manent committees at the Romanian Chamber of Deputies, the following can be drawn from a glance at the current text.
• Two types of REITs are envisaged: (a) real estate investment companies
( societăți pentru investiții imobiliare ); and
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