Corporate income tax group in Romania: who qualifies, the 60-day request and the five-year lock-in
Updated: 4 days ago
By Dr. Maria Piroi
The short answer
Romanian companies linked by a holding of at least 75%, kept for a year, can be taxed as one corporate income tax group, so one member's loss reduces another member's profit in the same year. The request, form 173, is filed at least 60 days before the year starts. The group is then locked in for five years.
The diagram and the steps below are a working English translation of the Romanian legal texts cited next to each element. The Romanian text prevails.
The process, step by step
Do the companies qualify? At least two members, linked by a holding of at least 75% of the value or number of shares or of the voting rights, held without interruption for one year before consolidation starts (Fiscal Code, art. 42^2 point 1; art. 42^3 para. 2 letter a). Every member pays corporate income tax under the same payment system, has the same fiscal year, is not a microenterprise, is not in another group, is not subject to art. 18 and is not in dissolution or liquidation (art. 42^3 para. 2 letters b to g).
The members choose the responsible legal person, a Romanian member that determines the consolidated result, files and pays for the group (art. 42^2 point 2).
The responsible legal person files form 173, a joint request signed by the legal representatives of all members, at least 60 days before the start of the period for which consolidation is requested (art. 42^3 para. 1). The form is completed in ANAF's application and filed electronically, with the trade register certificate or other documents proving the 75% holding (ANAF Order 1191/2021, annex 2). For a calendar-year group starting on 1 January 2028, the 60th day before is 2 November 2027; the deadline for 2027 passed on 2 November 2026.
ANAF decides on form 174, approval or rejection. As a general rule, requests are settled within 45 days of registration, a term that can be extended where further evidence is needed (Fiscal Procedure Code, art. 77 paras. 1 and 2; ANAF Order 1191/2021, art. 2 letter b).
Consolidation applies from the fiscal year after the request, for five fiscal years (Fiscal Code, art. 42^3 para. 1).
Each quarter, every member determines its own result and sends it to the responsible legal person by the 25th of the month after quarters I to III; the responsible legal person declares and pays the group's tax by the same date (art. 42^9 paras. 1 and 2).
Each year, the responsible legal person files a consolidated annual return, together with each member's annual return, by the deadline in art. 41 and 42 (art. 42^9 para. 4).
After five years, the group either renews the option with a new request at least 60 days before the next period, or ends (art. 42^3 para. 5).
Options compared: advantages, disadvantages, risks
Option | Advantages | Disadvantages | Risks |
Separate taxation | No lock-in period and no group conditions to keep meeting | A loss in one company does not reduce another company's profit; it is recovered only from that company's own profits, at most 70% of each year's profit, within five years (Fiscal Code, art. 31 para. 1) | Losses not recovered within five years are lost (art. 31 para. 1) |
Corporate income tax group | A current loss of one member reduces the other members' profits in the same year; 16% on the algebraic sum (art. 42^5 para. 2; art. 17) | Five-year lock-in (art. 42^3 para. 1); the same payment system and fiscal year for all members (art. 42^3 para. 2 letters b and c); quarterly reporting to the responsible legal person (art. 42^9); losses from before the group stay with the member (art. 42^7 para. 1) | Early exit or early dissolution: tax recalculated for the whole period, with interest and penalties (art. 42^8 paras. 1 and 2); joint and several liability for the group's tax (art. 42^10); consolidated losses carried forward at most 70% a year and can still expire after dissolution (art. 42^7 paras. 2^1 and 3) |
Key takeaways
The group pays 16% on the algebraic sum of its members' results, so a current loss in one company offsets the profit of another immediately (Fiscal Code, art. 42^5 para. 2; art. 17).
The request must reach ANAF at least 60 days before the first year of consolidation; for 1 January 2028 that is 2 November 2027 (the deadline for 2027 passed on 2 November 2026).
The group is locked in for five fiscal years. A member that leaves early, or a group dissolved early, recalculates the tax for the whole period, with interest and penalties (art. 42^8).
Every member is jointly and severally liable for the group's tax for the time it belongs to the group (art. 42^10).
Losses a member had before joining stay with that member (art. 42^7 para. 1).
Who can form a group?
A group needs at least two members linked by a holding of at least 75% of the value or number of shares or of the voting rights, direct or indirect (Fiscal Code, art. 42^2 point 1). The law accepts four structures:
a Romanian legal person and the Romanian companies in which it holds at least 75%;
at least two Romanian companies in which the same Romanian individual holds at least 75%;
at least two Romanian companies held at least 75% by the same person resident in a state with which Romania has a double tax treaty or an exchange of information agreement;
a Romanian company held at least 75% by such a foreign legal person, together with that foreign person's permanent establishment in Romania.
The holding must have lasted without interruption for one year before consolidation starts (art. 42^3 para. 2 letter a). On the date of the request, every member must also meet all of the following conditions (art. 42^3 para. 2 letters b to g):
Condition | Reference |
Pays corporate income tax, under the same payment system as the other members | Fiscal Code, art. 42^3 para. 2 letter b |
Has the same fiscal year as the other members | art. 42^3 para. 2 letter c |
Is not a member of another corporate income tax group | art. 42^3 para. 2 letter d |
Does not pay the microenterprise income tax | art. 42^3 para. 2 letter e |
Is not subject to the special regime of art. 18 (night bars, nightclubs, discotheques, casinos) | art. 42^3 para. 2 letter f |
Is not in dissolution or liquidation | art. 42^3 para. 2 letter g |
These conditions, and the 75% holding, must be met throughout the consolidation period (art. 42^3 para. 3).
When is the deadline for the request?
The request must be filed at least 60 days before the start of the period for which consolidation is requested, and consolidation applies from the fiscal year after the request (Fiscal Code, art. 42^3 para. 1). For a group with the calendar year as its fiscal year:
First year of consolidation | Last day to file form 173 |
2027 | Monday, 2 November 2026 (passed) |
2028 | Tuesday, 2 November 2027 |
Companies that chose a fiscal year different from the calendar year start consolidation on the first day of their modified fiscal year, so their deadline is 60 days before that date (art. 16 para. 5; art. 45 para. 6 letter b).
A company that meets the conditions later can join an existing group from the next fiscal year, through a modification request filed at least 60 days before that year starts (art. 42^4 paras. 1 and 4 letter a).
How does the group calculate its tax?
Each member determines its own fiscal result under the normal rules. The responsible legal person adds the results algebraically; a positive consolidated result is taxable profit, taxed at 16% (Fiscal Code, art. 42^5 paras. 1 and 2; art. 17). Tax credits, exempt amounts, sponsorship and other amounts deductible from tax are reported by each member and deducted within the limit of the group's tax (art. 42^5 para. 4).
For the R&D tax credit in a group, see R&D tax incentives for software and AI development in Romania.
Example. Company A makes a taxable profit of RON 1,000,000. Company B, in the same group, records a fiscal loss of RON 600,000 in the same year.
| Without a group | With a group |
Taxable base | A: RON 1,000,000; B: no profit | Group: RON 400,000 |
Tax at 16% | RON 160,000 (paid by A) | RON 64,000 (paid by the responsible legal person) |
Difference |
| RON 96,000 less in that year |
Without a group, B could carry its loss forward and recover it only from its own future profits, at most 70% of each year's profit and within five years, for losses recorded from 2024 (art. 31 para. 1).
If the group as a whole records a negative consolidated result, that result is carried forward and recovered from later consolidated profits at most 70% of each year's consolidated profit (art. 42^7 para. 2^1).
The same group test applies to the minimum turnover tax: for a group, the turnover threshold of over EUR 50,000,000 is calculated by summing the members' turnover (art. 18^1 para. 8).
What happens to losses from before the group?
A member's losses from before consolidation stay with that member and are recovered only from its own taxable profits, under art. 31 (Fiscal Code, art. 42^7 para. 1). Losses recorded during consolidation are recovered from the consolidated result (art. 42^7 para. 2).
If the group is dissolved after the five years, the consolidated losses not yet recovered pass to the responsible legal person, which recovers them at most 70% of each year's profit within the remaining seven or five years, as applicable (art. 42^7 para. 3). Losses can therefore still expire.
What does leaving early cost?
Consolidation runs for five fiscal years (Fiscal Code, art. 42^3 para. 1). If a member stops meeting the conditions before the five years end, it leaves the group from the following quarter and recalculates its tax for the whole period on an individual basis, with interest and penalties under the Fiscal Procedure Code. The responsible legal person also recalculates the group's tax and files corrective returns (art. 42^4 para. 2; art. 42^8 para. 1). The same applies if the whole group is dissolved early because conditions are no longer met (art. 42^8 para. 2), or if all members ask to dissolve it voluntarily, in which case dissolution takes effect from the next fiscal year (art. 42^8 para. 5).
There is no recalculation when a holding is sold or transferred so that it falls below 25%, when a member is dissolved, or when a member leaves through a merger, division or partial spin-off covered by art. 32 para. 1 and art. 33 para. 1 letter a; the member that leaves is then subject to a tax inspection (art. 42^8 paras. 3 and 4).
What else changes for the members?
Joint liability. Each member is subject to tax inspection and is jointly and severally liable for the group's corporate income tax for the time it belongs to the group (Fiscal Code, art. 42^10).
One tax office. ANAF can designate one tax office to administer all members of the group (Fiscal Procedure Code, art. 30 para. 5).
Transfer pricing. Each member prepares a transfer pricing file covering transactions with other members and with related parties outside the group; the responsible legal person presents the files (Fiscal Code, art. 42^6). When an inspection adjusts a transaction between two members, the counterpart member's figures are adjusted by the same amount (Fiscal Procedure Code, art. 283 para. 2^1).
Anti-abuse. The consolidation rules do not apply where the option aims at tax fraud or evasion (Fiscal Code, art. 42^11).
For VAT, a separate option applies: see the VAT group.
Who is affected?
Groups of Romanian companies under common ownership of at least 75% where at least one company makes taxable profits while another makes fiscal losses, for example a profitable operating company and a subsidiary in its start-up or investment phase. It also concerns foreign groups that own two or more Romanian subsidiaries, or a subsidiary and a Romanian permanent establishment.
What to do next
Check the holding chain and confirm that the 75% holding will have lasted one full year before the first consolidation year.
Check each company against the conditions in the table above, including the payment system and the fiscal year.
Model the tax over five years, including the cost of an early exit, and agree in writing how the members share the tax saving, since the consolidation chapter of the Fiscal Code does not set how the saving is shared between members.
Designate the responsible legal person and prepare form 173 with the trade register certificates.
File at least 60 days before the first consolidation year, by 2 November 2027 for a calendar-year group starting in 2028, and preferably a few days earlier, so that a technical problem with the electronic filing does not cost a year.
Frequently asked questions
What is the minimum holding for a Romanian corporate income tax group?
At least 75% of the value or number of shares or of the voting rights, direct or indirect, held without interruption for one year before consolidation starts (Fiscal Code, art. 42^2 point 1; art. 42^3 para. 2 letter a).
When must the request be filed?
At least 60 days before the start of the consolidation period. For a calendar-year group starting on 1 January 2028, by 2 November 2027 (Fiscal Code, art. 42^3 para. 1).
Can a microenterprise join a corporate income tax group?
No. A member cannot pay the microenterprise income tax (Fiscal Code, art. 42^3 para. 2 letter e).
How long does a group last?
Five fiscal years from the first year of consolidation. After that, the group can renew the option with a new request filed at least 60 days before the next period (Fiscal Code, art. 42^3 paras. 1 and 5).
What happens if a member leaves before five years?
The member recalculates its tax for the whole consolidation period individually, with interest and penalties, and the responsible legal person files corrective returns for the group, except in the cases listed in art. 42^8 para. 3 (Fiscal Code, art. 42^8).
Can losses from before the group be used by the group?
No. They are recovered only by the member that recorded them, from its own profits (Fiscal Code, art. 42^7 para. 1).
Who pays the group's tax?
The responsible legal person declares and pays it, and every member is jointly and severally liable for it for the time it belongs to the group (Fiscal Code, art. 42^9; art. 42^10).
Sources
Fiscal Code (Law no. 227/2015), art. 16 para. 5, art. 17, art. 18, art. 18^1 para. 8, art. 31 para. 1, art. 42^1 to 42^11, art. 45 para. 6, consolidated form on legislatie.just.ro
Fiscal Procedure Code (Law no. 207/2015), art. 30 para. 5, art. 77 para. 1, art. 283 para. 2^1, consolidated form on legislatie.just.ro
ANAF President's Order no. 1191/2021 approving the procedure for implementing and administering the corporate income tax group and forms 173, 174 and 175, on legislatie.just.ro
Last updated: 3 November 2026. This article is for information only and does not replace an analysis of your specific situation. Drafted with AI assistance; references were verified against the primary sources.
Questions about a corporate income tax group? Primary contact: Bogdan Năstase · Managing Partner, International Lead
