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Lending Money to Your Romanian SRL from Abroad: Withholding Tax, Paperwork and the 2026 Repayment Ban

A foreign shareholder can fund a Romanian SRL with a loan instead of share capital, and repaying the principal is not taxed. The cost is in the interest: the SRL withholds 16%, or 10% if the lender is an individual resident in the EU or a treaty country, unless a treaty or the EU Interest and Royalties Directive gives a better result. And since December 2025, company law blocks repayment while net assets are below half the share capital.

That last rule sits in the Companies Law, not the Fiscal Code, so foreign founders rarely hear about it. It hits hardest the young, loss-making companies that shareholder loans typically finance.

What the loan agreement should cover

Capital comes back out of an SRL only through a formal reduction or liquidation; a loan comes back on the schedule you agree. That schedule has to be on paper, because the written agreement is what a tax inspector or the bank’s KYC team will ask for when money arrives from abroad. Cover the parties (you or your holding company, and the SRL represented by its administrator), amount and currency, the bank accounts used, the interest rate or an express interest-free clause, maturity and early repayment, and how each tranche is documented.

Keep a bilingual Romanian–English version. All drawdowns and repayments go through bank accounts: Law no. 70/2015 does not allow cash for loans between companies and individuals.

How interest paid abroad is taxed

The SRL is the withholding agent. It calculates the tax when it pays the interest, at the National Bank of Romania rate for that day, and declares and pays it on form 100 by the 25th of the following month. Each non-resident beneficiary is also reported annually on form 207, due at the end of February.

Who lends	Romanian withholding tax on interest	What the SRL needs on file
EU company holding at least 25% of the SRL directly, for at least 2 years	exempt (Interest and Royalties Directive rules in the Fiscal Code)	tax residence certificate and, where applicable, a beneficial-owner statement
Same EU company, 2-year period not yet complete at payment	16%, refundable once the 2 years are reached	residence certificate; refund claim later
Company resident in a double tax treaty country	the lower of 16% and the treaty rate	valid residence certificate at payment date
Individual resident in an EU state or a treaty country	10%, or the treaty rate if lower	valid residence certificate
Any lender without a valid residence certificate	16%	—
Payment to a country with no tax information exchange with Romania, in an arrangement treated as artificial	50%	—

Two rules from ANAF’s guidance catch people out. The residence certificate must be available on the payment date; sending it later means withholding at the domestic rate and chasing a refund. And a certificate for one year remains valid only for the first 60 days of the next year.

Two worked examples

A German parent company. A GmbH that has owned 100% of the SRL for three years lends EUR 50,000 at 5%, so annual interest is EUR 2,500. The holding and 2-year conditions are met; with a German residence certificate on file, the SRL pays the full EUR 2,500 with no Romanian withholding and reports it on form 207.

A founder living in the United Kingdom. A UK-resident individual lends RON 200,000 at 6%: annual interest RON 12,000. The UK is a treaty country, so the SRL withholds 10% = RON 1,200 and transfers RON 10,800. Without a UK residence certificate at payment, withholding is 16% = RON 1,920.

Both rates are illustrative. Between related parties the rate must be defensible against market rates when the agreement is signed.

What the SRL gets on its side

A profit-tax SRL deducts the interest: the Fiscal Code caps net borrowing costs only above the equivalent of EUR 1,000,000 a year (EUR 500,000 for loans from affiliated parties). A micro-company pays 1% of revenue, so interest does not reduce its tax at all — see micro vs profit tax in 2026.

A shareholder with 25% or more is an affiliated party, so transfer pricing applies from the first euro: an interest-free or above-market loan can be adjusted on inspection. Formal documentation becomes mandatory for most SRLs once financing transactions with affiliates reach EUR 100,000 a year, under ANAF Order 828/2026.

The 2026 repayment ban

Law no. 239/2025 changed the Companies Law, and the new rules apply to foreign shareholders exactly as to Romanian ones:

• No repayment while net assets are below half the share capital, based on the latest approved annual financial statements (art. 67 para. 24).
• If the SRL repays anyway, the company and the repaid shareholder become jointly liable for its overdue tax debts up to the amount repaid, and ANAF can fine the company RON 10,000 to 200,000.
• Forced conversion. If net assets are not restored within 2 years after the end of the financial year following the one in which the losses were found, shareholder loans must be converted into share capital. The fine for not converting is RON 40,000 to 300,000, applied by ANAF from 2027 to financial years starting on or after 1 January 2025.

Net assets are, in practice, equity. An SRL with RON 500 of capital and RON 60,000 of accumulated losses has negative equity, so nothing can be repaid until equity is rebuilt. Dividends are frozen in the same situation; how they work otherwise is in our guide to dividends from a Romanian SRL.

The conversion rules exempt, among others, shareholders whose main object is investment, holding participations or professional financing of their companies (NACE division 64) and professional investors — only if the loans are not repaid within 4 years. A founder holding the SRL personally is not covered.

Key points

• Principal repayments are not taxed; interest is, through withholding by the SRL on form 100 and form 207.
• Domestic rates: 16% for companies, 10% for EU or treaty-country individuals, 0% for qualifying EU parents holding 25% for 2 years.
• Treaty relief requires a residence certificate available at payment.
• Interest cuts tax only for profit-tax SRLs.
• With net assets under half the share capital, repayment is prohibited, and persistent losses can force conversion into capital.

Frequently asked questions

Can the loan be in euros? Loans from foreign lenders to Romanian companies are commonly denominated in EUR. Withholding tax is still calculated and paid in RON, at the National Bank of Romania rate on the payment date.

Do I owe Romanian health contributions on the interest? In its worked example on dividends paid abroad, ANAF’s guidance treats a non-resident individual with no right of residence in Romania who is insured at home as outside the Romanian health contribution; the same logic is generally applied to other passive income. Check your status if you spend part of the year in Romania, and whether the SRL itself is still Romanian tax resident if it is managed from abroad.

Can the SRL repay me early once it is profitable? Yes, if the contract allows it and the latest approved financial statements show net assets of at least half the share capital.

Set it up before you wire the money

We draft shareholder loan agreements for foreign-owned SRLs, collect residence certificates, file forms 100 and 207 and check equity against the 2026 thresholds as part of our accounting services in Romania. If the company does not exist yet, start with setting up a Romanian company as a non-resident.