Through Order 804/2026, published in Official Gazette no. 556 of July 7, 2026, the categories of expenses that benefit from an additional 50% deduction for profit tax calculation, in the context of stock exchange listing, are explicitly established.
What does it stipulate?
The Order clarifies the mechanism of the tax incentive aimed at encouraging companies to list on capital markets. Specifically, companies can additionally deduct 50% of the value of certain expenses incurred during the listing process and in the first year after listing. This means that, in addition to the full deduction of the cost as an operational expense, the company can further reduce its taxable base by half of its value, thereby directly reducing the profit tax burden.
Four main categories of eligible expenses are defined. The first category includes consulting and intermediation services, essential in the listing process: legal consultancy, valuation, communication and investor relations, as well as public offering promotion. The second and third categories cover mandatory fees and tariffs: those charged by the supervisory authority (e.g., the fee for prospectus approval) and those charged by the market operator (e.g., file processing fee, admission fee, and annual maintenance fee). The last category is a general one, allowing the deduction of other justified costs, such as financial audit services, central depository services, or internal expenses for adapting processes to public company requirements.
The period during which expenses are eligible for the additional deduction is strictly delimited. It begins on the date the company’s management body formally approves the decision to initiate the listing process (but no earlier than January 1, 2026) and ends at the close of the first full fiscal year calculated from the date of effective admission to trading. For companies already in the listing process on January 1, 2026, the facility applies to eligible costs recorded starting from this date.
An important condition is that this tax incentive cannot be combined with other forms of state aid or de minimis aid aimed at financing listing costs. Companies must choose between the tax facility provided by the Fiscal Code and a potential state aid scheme, as they cannot benefit from both simultaneously for the same expenses.
To whom does it apply?
The measure addresses all profit tax-paying companies that are considering or have initiated the process of listing shares on a capital market. It targets both companies aiming for a regulated market (such as the Main Market of the Bucharest Stock Exchange) and those opting for a multilateral trading facility (such as the Aero Market). The facility is applicable to both Romanian companies and those from a state with which Romania has a tax information exchange agreement.
What should you do?
- Formalize the decision to initiate the listing process through a decision of the management body (GMS or Board of Directors), appropriately dated to clearly establish the starting point of the expense eligibility period.
- Implement a separate accounting record system for all expenses related to the listing and maintenance process, ensuring that each cost is supported by clear supporting documents (contracts, invoices).
- Verify the classification of each expense into the eligible categories defined by the order (consultancy, regulatory fees, market fees, audit, etc.) to maximize the additional deduction for profit tax calculation.
- Analyze whether the company benefits from other state aid schemes for financing listing costs, as this tax incentive cannot be combined with them.
Sursa: Official Gazette, Part I, no. 556 of July 7, 2026.
Note: This material is strictly for informational purposes and does not constitute legal, tax, or business advice. As the interpretation and application of legal provisions may vary significantly depending on the specific circumstances of each entity, we recommend seeking specialized legal assistance before adopting any operational decisions based on these changes.