A family holding is a company that runs no operating activity but holds the shareholdings in the companies that do, and, where useful, the heavy assets it makes available to them for a fee. Its purpose is to keep risk where it is generated and value where no risk is generated — provided it exists before the problem, not after.
There is no "holding company" as a company type in Romanian law. The holding is a function: a company that carries on no operating activity, but holds the shareholdings in the companies that actually operate and, where relevant, the heavy assets it makes available to the operating companies for a fee.
Holds the shareholdings in the operating companies, receives dividends, decides capital allocation.
The firms that contract, hire and invoice — and bear the commercial, tax and environmental risk.
Holds the buildings and land and leases them to the operating companies, with a contract and market rent.
Where the brand or technology matters — holds and licenses, with market royalties.
The logic is simple: risk sits where it is produced, and value sits where no risk is produced.
A creditor of one operating company cannot pursue the assets of another company in the group merely because the shareholder is common. If the operating company enters insolvency, the creditors are satisfied from its assets — and if the heavy assets are not there, but in a separate vehicle, they do not enter the insolvency estate. This is not a loophole but the very principle of the separation of estates, on which the whole of company law rests. It becomes problematic only in two situations: where the separation is made in the face of the creditor, or where it is merely apparent.
It is worth saying, concretely, what is protected. Not "wealth" in the abstract, but those assets whose loss would make restarting impossible: the production building, the brand you sell under, the licences, the contracted client portfolio, the reserves accumulated over years of profit. Kept in the operating company, they are the common guarantee of any creditor of it — from the unpaid supplier to the tax authority. Kept separately, they remain available for a fresh start, while the creditors of the operating company are satisfied from what actually generated the risk.
Especially after the increase in the dividend tax, the Romanian holding covers most of the needs of a family of entrepreneurs operating in Romania.
Under art. 23 of the Fiscal Code, dividends received from a Romanian legal person are non-taxable in computing the tax result, with no participation or holding-period condition (lit. a). For dividends from third States with a treaty, an uninterrupted holding of at least one year of at least 10% of capital is required (lit. b).
Art. 43 exempts from dividend tax the payment between two Romanian legal persons if the beneficiary holds, at the date of payment, at least 10% of the securities, for an uninterrupted period of one year completed by then.
Art. 23 lit. i declares non-taxable the income from the sale/assignment of participation titles, if at the date of the operation the taxpayer has held, uninterrupted for at least one year, at least 10% of the share capital.
From 1 January 2026, the dividend-tax rate rose from 10% to 16% (Law no. 141/2025). Profit moved up from the operating companies into the holding arrives there untaxed and can be reallocated without triggering the 16%; the tax appears only when the money exits to the individual. The holding does not eliminate the tax — it defers it and lets the capital work in the meantime.
The Romanian regime today covers most of the needs of a business operating in Romania, while a foreign structure adds costs, economic-substance requirements and exposure to CFC rules and to the place of effective management. The discussion is conducted on criteria, not on reputations.
The most valuable structural decision, and also the most often botched. The rent must be real, at market, with a contract, invoices and actual payments. A token rent turns the vehicle from a shield into proof that the structure is formal — and gives the tax authority grounds to adjust the price between related parties.
The brand, the patent or the software held by the operating company disappear with it, sold at auction for a fraction of their value. Held separately and licensed for a market royalty, they survive — with the same condition of genuine documentation.
The group companies are related parties, and the transfer-pricing file becomes mandatory once the materiality thresholds set by OPANAF no. 442/2016 are exceeded. At audit, management services are the most attacked area: ANAF asks for proof that the service was actually performed, that it was necessary and that the price is at market. A framework contract and a round monthly invoice pass none of the three tests.
It does not protect you from personal liability as director. Arts. 25-26 of the Fiscal Procedure Code allow joint liability to be attracted to a director who, in bad faith, caused the non-declaration or non-payment at maturity; art. 169 of Law no. 85/2014 allows liability to be attracted for the entry into insolvency. Both concern the person, not the company — and between you and these texts no structure interposes itself.
It does not launder the past. The operating company's tax obligations remain its own. Transferring the activity into a new company, with the same clients, the same employees and the same contracts, is exactly the joint-liability scenario of art. 25 of the Fiscal Procedure Code. And it does not work if built in the face of risk: a holding set up after the audit notice is not a structure but an act that attracts the actio pauliana and, if insolvency follows, the 2-year suspect-period regime of art. 117 of Law no. 85/2014.
NOTE: The red line is the same as everywhere in asset protection: timing. A holding built in the years when the business was healthy, with a real economic purpose and documented flows, is a legitimate structure that no one can unwind. A holding built after a concrete risk arises — an audit started, a debt fallen due, litigation begun — is evidence against you: dated, public, easily reconstructed from the trade register and analysed precisely in the light of the moment it was made. No structure repairs a wrong calendar.
Transferring the shareholdings from the personal estate into the holding is not neutral and must be planned, not improvised. There are two routes: contribution in kind — the shareholdings contributed to the holding's share capital, in exchange for holdings — and sale — the holding buys the shareholdings, often with deferred payment.
Each route has its own consequences for the gain at the individual level, for the tax value retained in the holding for a possible later sale, and for the cash flow required. The basic rule is that the tax value of the securities is the acquisition or contribution value, from which the gain is later computed; the concrete treatment of each variant must be established before the operation, with a valuation and documentation. What is certain: the operation is done once, correctly — or it is done twice, the second time before the inspection.
Rules on voting, on deadlock, on the appointment of directors, on the distribution of dividends.
The shareholdings do not leave the family without the family being able to buy first.
Valuation, price, term; the divorce scenario and the death scenario, expressly dealt with.
Planned with the succession instruments, not improvised through convenience assignments.
No real seat, no decisions of its own, no economic substance — an entity that decides nothing owns nothing, in the reading of an audit body.
Personal expenses paid from the holding, invoices without a service, accounts used as communicating vessels. Each such operation is proof that the separation does not exist in fact.
The area was tightened by Law no. 239/2025, applicable from 2026: mandatory conversion of shareholder loans in certain conditions, the ban on repayment where net assets fall below half the capital, the blocking of loans to shareholders on the distribution of interim dividends.
Law no. 239/2025 also strengthened tax control: the transfer of the shares of the controlling shareholder is enforceable against the tax authority only where a set of conditions is cumulatively met, among them notification of the transfer within 15 days, non-compliance being a contravention.
A group structure is not free: separate accounts, multiple financial statements, a transfer-pricing file, valuations, advice, administration time. Below a certain threshold of assets and risk, the cost exceeds the benefit, and the honest answer for many entrepreneurs is that they do not need a holding, but a suitable matrimonial regime, correct insurance and discipline in the flows. The holding becomes rational where there are several lines of business, heavy assets that must not be exposed to operating risk, investors or a succession to prepare.
No, if "now" means after a risk has arisen. The transfer is attackable through the actio pauliana, and if insolvency follows it falls within the 2-year suspect period, where presumptions of fraud operate against you. If "now" means within a healthy business, with no litigation and no arrears, with a valuation and a real price — then yes, the structure is legitimate and will hold.
No. The joint liability under arts. 25-26 of the Fiscal Procedure Code and the liability under art. 169 of Law no. 85/2014 attach to the person, no matter how many companies sit above. The holding protects assets from the operating company's creditors; it does not protect you from the consequences of your own management decisions.
You can invoice services that exist. The test at audit has three components — actual performance, necessity for the beneficiary and market price — applied simultaneously. A fictitious or overvalued service is not tax optimisation: it is a non-deductible expense at the operating company and, depending on scale and intent, can become a criminal problem.
Rarely, for a business operating in Romania. The Romanian regime already offers exemption of dividends received and of the gain on the sale of shareholdings under the holding conditions. A foreign structure brings economic-substance requirements, the risk of the place of effective management, CFC rules and reporting obligations — real costs for a benefit that, most often, does not exist.
This article is strictly informational and does not constitute legal or tax advice. Individual situations must be analysed case by case. Legislative position reflected: 18 July 2026.
An initial review sets out whether a holding is rational for your case, how business risk is isolated from family wealth, and what the tax cost of building it is — while the structure can still be built in time.