Service
Liquidation and dissolution
Closing the company instead of selling its shares: the liquidation page.
Share Transfer in a Romanian SRL, ANAF Notice and Trade Register Filing
We file the ANAF notice and the Trade Register change for your SRL share transfer. A partner Romanian lawyer prepares the deed; the authorities decide.
- ANAF notice for any SRL member's shares, within 15 days from the transfer
- Trade Register change within 15 days of the act (2022 text)
- No notary for the deed, no negotiable share certificates
- Deeds prepared by a partner Romanian lawyer
How we handle a share transfer
RomaniaRegist files SRL share transfers (cesiune de părți sociale, assignment of company shares) for sellers, buyers and companies, many of them living abroad. Three filings go out under your power of attorney: the ANAF notice, the change at the Trade Register and the beneficial-owner update. A partner Romanian lawyer prepares the deed. Other changes go through our company changes service.
SRL shares pass freely between members (art. 202(1) Law 31/1990, January 2024 text); to an outsider, members holding at least three quarters of the capital must approve unless the articles say otherwise (art. 202(2)). Since OUG 13/2026, published in Monitorul Oficial no. 181 of 9 March 2026, any member's transfer has effect against ANAF only on the art. V conditions.
What's included
Every transfer gets the checks, the file, the filings and the follow-up.
ANAF notice
The seller, the buyer or the company notifies ANAF within 15 days from the transfer, with the deed and updated articles (art. V(1)(a) Law 239/2025). We file it under your power of attorney.
Pre-signing tax check
The company's ANAF and local-tax certificates, requested with its express consent. The ANAF certificate lists overdue tax and other budget claims in enforceable titles; it is not a debt-free status.
Trade Register change
The application with the amending act and the full updated articles, signed under a notarised power of attorney or a lawyer's mandate.
Beneficial-owner update
The new beneficial owner is declared within 15 days of the change (art. 56(3) Law 129/2019). We file it for the legal representative.
Foreign parties
Apostille or superlegalisation where required, legalised Romanian translation, notarised power of attorney or lawyer's mandate. An EU-notarised power of attorney still needs the apostille unless a bilateral treaty removes it; EU criminal-record certificates need none.
Checks and partners
Know-your-customer checks before any filing. A partner Romanian lawyer prepares the deed; your own CECCAR accountant or a CCF tax consultant handles the tax side.
Where the service stops
No deeds drafted by us, no tax returns, books, tax advice, answers to ANAF or appeals, no shares held for anyone, no promised date. Closing the company rather than selling it: see the liquidation page.
How a share transfer is registered, step by step
For an SRL. Steps 1 and 3 have no official time; step 2 carries the certificate terms; no time is our promise.
Intake and the articles
We identify the buyer and its beneficial owner, check the source of funds where needed, and identify the seller where we act for the company. The articles are read for transfer clauses.
Who acts: RomaniaRegist, partner lawyer
The company's tax position
With the company's consent, the ANAF certificate (at most 3 working days, usable 30 days, art. 158 Fiscal Procedure Code) and the local-tax certificate. Paid arrears need no guarantee, on our reading.
Who acts: we request; the company consents
Decision and deed
The partner lawyer prepares any resolution or sole member's written decision, the agreement and the full updated articles. Private signature: no notary for the deed, no negotiable share certificates.
Who acts: partner lawyer drafts; you sign
ANAF notice
Within 15 days from the transfer, with the deed and the updated articles. The procedure is the joint order in Monitorul Oficial Part I no. 855 of 12 October 2026.
Who acts: we file under your power of attorney, or you
If there are arrears
Pay them, or post cash at the State Treasury, a bank letter or a surety policy, and show ANAF's agreement at registration. We assemble the proof; we never negotiate.
Who acts: you; we assemble
Trade Register and beneficial owner
The change is filed within 15 days of the act (art. 43(1) Law 265/2022, 2022 text); the registrar's one working day is a statutory term, not a promise. The beneficial-owner update follows.
Who acts: we file; the registrar decides
Publication and opposition
The amending act goes to Monitorul Oficial Part IV at the company's expense. The special creditors' opposition went on 5 November 2020; the general 30-day opposition remains.
Who acts: register; company pays
After the transfer
The majority member's fiscal record now bears on the VAT code. See the minimum share capital in Romania for any top-up, and what a dormant Romanian SRL still has to file if trading stops.
Who acts: you, your accountant
How a share transfer is registered
RomaniaRegist
You
Partner lawyer
Your accountant or a CCF tax consultant
Registrar
ANAF
1Intake and the articles
RomaniaRegistIdentifies the buyer and its beneficial owner and checks the source of funds where needed
Partner lawyerThe articles are read for transfer clauses
2The company's tax position
RomaniaRegistRequests the ANAF certificate and the local-tax certificate; the company consentsTerm 2
3Decision and deed
YouSigns by private signature: no notary for the deed
Partner lawyerPrepares any resolution or sole member's written decision, the agreement and the full updated articles
4ANAF notice
RomaniaRegistFiles under your power of attorney, with the deed and the updated articlesTerm 4
YouOr files it yourself
ANAFReceives the notice
5If there are arrears
RomaniaRegistAssembles the proof and never negotiates
YouPays them, or posts cash at the State Treasury, a bank letter or a surety policy
ANAFIts agreement is shown at registrationTerm 5
6Trade Register and beneficial owner
RomaniaRegistFiles the change; the beneficial-owner update followsTerm 6
RegistrarDecides on the documents
7Publication and opposition
RegistrarSends the amending act to Monitorul Oficial Part IVTerm 7
8After the transfer
YouThe majority member's fiscal record now bears on the VAT code
Your accountant or a CCF tax consultantHandles the tax side
- Term 2ANAF certificate: at most 3 working days, usable 30 days (art. 158 Fiscal Procedure Code); local-tax certificate: 2 working days, valid 30 days
- Term 4ANAF notice within 15 days from the transfer (art. V(1)(a) Law 239/2025)
- Term 5guarantee enforced if arrears stay unpaid 60 days after registration (art. V(4) Law 239/2025)
- Term 6Trade Register filing within 15 days of the act (art. 43(1) Law 265/2022, 2022 text); registrar: one working day, statutory term, not a promise (art. 105(1)); beneficial-owner declaration within 15 days of the change (art. 56(3) Law 129/2019)
- Term 7Monitorul Oficial Part IV at the company's expense (art. 204(5) Law 31/1990); general opposition within 30 days of publication (art. 62(1))
Terms, not promises. Law 265/2022 is the 2022 text; Law 31/1990 the text of January 2024; Law 239/2025 art. V as amended by OUG 13/2026.
Is the ANAF notice date already running for your transfer?
Send the date of the transfer and where the parties live; we reply with the three 15-day dates and the steps we take.
Documents you will need
- Identity documents; for a company party, its registration documents
- Foreign documents: apostille where required, an EU-notarised power of attorney included, and translation
- Transfer agreement, updated articles and, where needed, a members' resolution or a sole member's decision, from the partner lawyer
- The company's consent to the tax-certificate request
- A notarised power of attorney or a lawyer's mandate, if we file
- Beneficial owner and source of funds, for our know-your-customer checks
- Non-resident individual buyer: what ONRC asks for the tax number (NIF) request
- Non-resident seller relying on a treaty: tax residence certificate, translated, for the company
- With arrears: proof of the guarantee and of ANAF's agreement
Deadlines, duties and state costs
Three authorities, three 15-day clocks and the state costs, with the article for each.
| Item | What the statute says | Date or term | Source |
|---|---|---|---|
| ANAF notice | the seller, the buyer or the company notifies ANAF, with the transfer deed and the updated articles; it covers the shares of any SRL member; the procedure is the joint order ANAF 1137/2026 and Ministry of Justice 1967/C/2026, Monitorul Oficial Part I no. 855 of 12 October 2026 | within 15 days from the transfer | art. V(1)(a) Law 239/2025, as amended by OUG 13/2026 |
| Arrears | a guarantee covering the arrears in the tax certificate: cash at the State Treasury, a bank guarantee letter or a surety policy, never a mortgage or pledge; proof of ANAF's agreement shown at registration; ONRC requests the certificate from ANAF itself | ANAF enforces the guarantee if the arrears stay unpaid 60 days after registration of the transfer | art. V(1)(b), (c), (3), (4) Law 239/2025; art. 211(a), (b) Fiscal Procedure Code |
| Trade Register change | the amending act with the full updated articles; signed by the legal representative, an attorney under a notarised power of attorney or a lawyer under a mandate | within 15 days of the act | art. 43(1), 81(1) Law 265/2022, 2022 text; art. 204(4) Law 31/1990 |
| Registrar | decides on the documents and may give time to complete a file | one working day from filing; up to 15 calendar days to complete; statutory terms, not promises | art. 105(1), 106(1) Law 265/2022, 2022 text |
| Beneficial owner | the change is declared to ONRC; a missing declaration costs the legal representative a fine of 5,000 to 10,000 lei, and the court may then dissolve the company | within 15 days of the change; dissolution possible 30 days after the fine | art. 56(3), 57 Law 129/2019 |
| Tax certificates | the ANAF certificate lists overdue tax and budget claims in enforceable titles; the local-tax certificate is separate; a third party asks only with the company's express and unequivocal consent | ANAF: at most 3 working days, usable 30 days; local: 2 working days, valid 30 days | art. 158, 159(3), 160(1) Fiscal Procedure Code |
| Publication | the register office sends the amending act to Monitorul Oficial Part IV at the company's expense | 152 lei per manuscript page, VAT included, 2026 | art. 204(5) Law 31/1990; Decision 1/2026 |
| Opposition | the special creditors' opposition to an SRL share transfer is repealed; the general opposition is a damages claim, not a bar on the transfer | repealed 5 November 2020; general opposition within 30 days of publication | art. 202(21), 61(1), 62(1) Law 31/1990 |
| Effect | the transfer binds third parties from its entry in the trade register, and ANAF only on the art. V conditions, checked at registration | from the entry in the register | art. 203(2) Law 31/1990; art. V(3) Law 239/2025 |
| ONRC fee | the 2022 text charges no ONRC fee for these operations; the statute as read, not a 2026 guarantee | not applicable | art. 44 Law 265/2022, 2022 text |
Three 15-day clocks
Days from the transfer
- 15 daysANAF notice: 15 days from the transferart. V(1)(a) Law 239/2025
Days from the act
- 15 daysTrade Register filing: 15 days from the actart. 43(1) Law 265/2022, 2022 text
Days from the change
- 15 daysBeneficial-owner declaration: 15 days from the changeart. 56(3) Law 129/2019
Days from registration
- 60 daysAn unpaid arrears guarantee is enforcedart. V(4) Law 239/2025
Days from publication
- 30 daysThe general oppositionart. 62(1) Law 31/1990
The sources do not settle whether the three start dates coincideLaws 239/2025, 265/2022 (2022 text) and 129/2019
Each clock has its own start date and its own scale; the start dates are drawn apart because the statutes do not say they coincide.
The seller's tax on the gain, by seller
What the Fiscal Code says for each kind of seller: the rules, not advice. We do not compute or file this tax.
| Seller | What the Fiscal Code says | Term or rate | Who handles it |
|---|---|---|---|
| Any seller | SRL shares are securities for income tax; the gain is the sale price minus the tax value, transaction costs included; outside an intermediary, the seller determines it at the date the price is paid (art. 7 pt. 40, 94(1), 94(10)(b)) | at payment of the price | the seller, with a CECCAR accountant |
| Resident individual | declares the annual net gain in the single return (art. 123(12), 122(3)) | 16% in 2026, paid by 25 May of the following year | a CECCAR accountant |
| Shares received by donation or inheritance | a donation gives a tax value of zero; an inheritance takes the deceased's documented purchase price plus succession costs, zero without documents (art. 94(9)) | used in computing the gain | a CECCAR accountant |
| Non-resident individual | Romanian-source income, but not a withholding item; it falls under the income-tax title (art. 223(2)) | as the income-tax title sets | a CCF tax consultant |
| Treaty relief | a seller selling without an intermediary deposits the tax residence certificate with the Romanian company whose shares are sold; a certified copy filed electronically with ANAF is accepted if the original stays there (art. 230(21); norms to Title VI pt. 20(2)) | the company, and the buyer after closing, keeps it on file | a CCF tax consultant |
| No certificate or no treaty | Romanian rules apply where the certificate is not presented, there is no treaty, or the treaty leaves Romania the right; the non-resident then files the declaration in their own name (norms pt. 21) | Romanian rules on the gain | a CCF tax consultant |
| Foreign company | declares and pays the profit tax itself under the same three conditions (art. 38(1)(b), 38(2), 17); not taxed after holding at least 10% of the capital for an uninterrupted year up to the sale, never for a seller resident in a state without a treaty with Romania (art. 23(i)) | 16% profit tax | a CCF tax consultant |
| Worked example: Romania-Germany | under the 2001 convention, art. 13, a gain on shares is taxable only in the seller's state of residence; exceptions: shares of a company whose assets are mainly real estate in Romania, and, for an individual who lived in Romania for 5 years or more and moved to Germany, the increase in value over those years; each treaty is read on its own | state of residence, with two exceptions | a CCF tax consultant |
| Non-resident's representative | a non-resident who must file in Romania appoints a representative (împuternicit, authorised agent) with tax domicile in Romania, unless resident in the EU or EEA, in a state bound by a tax-cooperation instrument, or communicating with ANAF electronically (art. 18(4), 18(5) Fiscal Procedure Code) | where a filing is due | a CCF tax consultant |
Problems we solve
Five situations sellers and buyers raise.
"It is only a small stake, or a sale between partners"
The ANAF notice covers any member's transfer, whatever the percentage. Between members the transfer is free; to an outsider, three quarters of the capital approve unless the articles differ.
"The company owes tax on the day we sign"
The certificate shows overdue tax and enforceable budget claims only. Arrears need a guarantee in one of three forms, enforced if unpaid 60 days after registration. Intake requests the certificates before signing.
"The buyer worries about past debts"
Debts stay with the company; members answer up to the subscribed capital (art. 3(3) Law 31/1990). No promise on the VAT code. Our checklist for shelf companies for sale in Romania covers due diligence.
"The seller lives abroad"
The tax turns on residence, the treaty and the residence certificate kept at the company. Your own accountant or a CCF tax consultant analyses it; we state no amount.
"Signing is not the end"
The transfer binds third parties only from the trade-register entry, and ANAF only on the art. V conditions. Three clocks run (table above).
Want the tax certificates requested before you sign?
With the company's consent, we request its ANAF and local-tax certificates before the deed is signed; you see what they show.
Why work with RomaniaRegist
We file; partners draft the deeds and handle the tax side. RomaniaRegist is a company service provider notified to ONPCSB (Law 129/2019 art. 2(l), 5(1)(g)) and identifies every client before filing.
From our practice
Intake dates the transfer and the act, reads the transfer clauses and checks the tax certificates, the documents from abroad and the new beneficial owner.
Registration and corporate filings lead
Frequently asked questions
I am only buying a small stake from my partner: why does ANAF have to be notified?
Since OUG 13/2026, published in Monitorul Oficial no. 181 of 9 March 2026, the transfer of the shares of any SRL member has effect against ANAF only on the art. V conditions: no percentage and no control test. On our reading, a transfer between existing members is included. The notice is due within 15 days from the transfer.
What happens if the company owes tax on the day of the transfer?
The company or the buyer posts a guarantee covering the arrears shown in the tax certificate: cash at the State Treasury, a bank guarantee letter or a surety policy (art. 211(a), (b) Fiscal Procedure Code), never a mortgage or pledge. ANAF's agreement is shown at registration, and ANAF enforces the guarantee if the arrears stay unpaid 60 days after registration.
As the buyer, am I liable for the company's past debts?
Company debts stay with the company; SRL members answer up to the subscribed capital (art. 3(1), (3) Law 31/1990), unless one abuses limited liability in fraud of creditors (art. 2371(3)). Your usual exposure is the share value plus any guarantee you post for arrears. Joint tax liability covers only the period you hold a role (art. 25(5) Fiscal Procedure Code).
As the seller, do I stay liable for anything after I leave the company?
Joint tax liability mostly turns on bad faith, such as hiding or disposing of assets (art. 25(2)(b) Fiscal Procedure Code). A company controlling, controlled by or under common control with an insolvable or insolvent debtor can be liable without it, on the art. 25(3) conditions. Either way it covers only the period you held the role (art. 25(5)).
Can my business partner sell their shares to an outsider without my agreement?
Between existing members the transfer is free (art. 202(1) Law 31/1990). To an outsider it needs the approval of members holding at least three quarters of the capital, unless the articles say otherwise (art. 202(2)). The articles are read first, and the partner lawyer applies them; this page does not state how the majority is counted.
Do I have to travel to Romania or sign before a notary to sell or buy SRL shares?
No. A notarial act is compulsory only in listed cases, which exclude a share transfer (art. 204(2) Law 31/1990). The application is signed by the legal representative, an attorney with a notarised power of attorney or a mandated lawyer (art. 81(1) Law 265/2022, 2022 text). An EU-notarised power of attorney still needs the apostille unless a bilateral treaty removes it.
How long does a share transfer take, and can you guarantee a closing date?
No. The registrar's statutory term is one working day, with up to 15 calendar days to complete a file (art. 105(1), 106(1) Law 265/2022, 2022 text): terms, not promises. A tax certificate takes at most 3 working days (art. 158(5)); Law 239/2025 sets no time for ANAF's agreement to a guarantee. Any timeline we give covers our own filing only.
Do we get share certificates, and who keeps the register of members?
No negotiable certificates: SRL shares cannot be represented by negotiable titles (art. 11(2) Law 31/1990), so there is none to hand over. The administrators keep the register of members (art. 198(1)), and the transfer is entered in that register and in the trade register (art. 203(1)). The updated articles then name the new members.
Which deadlines start on the day we sign, and with which authority?
Three 15-day clocks: the ANAF notice runs from the transfer (art. V(1)(a) Law 239/2025), the Trade Register filing from the act (art. 43(1) Law 265/2022, 2022 text) and the beneficial-owner declaration from the change (art. 56(3) Law 129/2019). The sources do not settle whether the transfer date and the date of the act coincide in every case.
When does the buyer legally become a member: at signing or at registration?
The transfer has effect against third parties only from its entry in the trade register (art. 203(2) Law 31/1990), not from signing, and against ANAF only on the art. V conditions of Law 239/2025, which are checked at registration. This page states no rule for the relation between the parties themselves.
Can the company's creditors block the transfer?
Not as before. The special creditors' opposition to an SRL share transfer was repealed on 5 November 2020 (art. 202(21) Law 31/1990). The amending act is still published in Monitorul Oficial Part IV, and the general opposition remains: a damages claim filed within 30 days of publication, not a bar on the transfer (art. 61(1), 62(1)).
I live outside Romania: do I pay Romanian tax on the gain from selling my shares?
It depends on residence, the treaty and the certificate. A non-resident's gain is Romanian-source income, but not a withholding item. To rely on a treaty, the seller deposits the tax residence certificate with the company; without it, or without a treaty, Romanian rules apply. A resident individual pays 16% in 2026. Your own accountant or a CCF tax consultant advises.
Our seller is a foreign company: what does it owe in Romania?
It declares and pays 16% Romanian profit tax itself when it cannot prove treaty residence, has no treaty, or the treaty leaves Romania the right (art. 38 Fiscal Code), unless the participation exemption applies. The exemption needs at least 10% held for an uninterrupted year and never covers a seller resident in a state without a treaty.
What happens to the shares if a member dies, or if we want to pledge them to a bank?
Shares acquired by inheritance escape the three-quarters approval unless the articles provide otherwise; in that case the company pays the heirs the value of the share per the last approved balance sheet (art. 202(3) Law 31/1990). Heirs designate holders where they would exceed the 50-member maximum. A mortgage over shares needs the same three-quarters approval (art. 202(5)).
Who drafts the share-transfer agreement, and what do you do yourselves?
Drafting legal acts is a lawyer's activity unless a law provides otherwise (Law 51/1995 art. 3(1)(c), 3(2)), so a partner Romanian lawyer prepares the agreement, the updated articles and any resolution. RomaniaRegist files the ANAF notice and the Trade Register application, runs the checks and keeps liaison. Tax work goes to your own CECCAR accountant or a CCF tax consultant.
Ready to file your share transfer?
Send the parties, the date of the transfer and where everyone lives; we return a filing plan with the three 15-day dates.
Call +40 21 312 3456 or write to info@company-registration-in-romania.com, Monday to Friday, 09:00 to 18:00, Bucharest time.