Shelf Company in Romania: an Existing SRL, Sold by Share Transfer

Debts stay with the company. SRL members answer only up to the subscribed capital (art. 3 Law 31/1990). The ANAF and local-tax certificates list overdue taxes. They do not list debts an audit may assess. With tax arrears, the company or the buyer posts a guarantee, enforced if the arrears stay unpaid 60 days after registration (art. V Law 239/2025).

No text read says it does, so we promise none. The Fiscal Code cancels a VAT code after 6 consecutive months with no VAT return or with returns showing no transactions. It also ends from the date the company is declared inactive. Offences of the majority shareholder or the administrator in the fiscal record are a third ground (art. 316(11)).

A company with no payment account in Romania, or with annual statements more than 5 months late, is declared inactive. These grounds apply to declarations from 1 January 2026 (Law 239/2025). It then loses its VAT code and, if not reactivated within one year, goes into dissolution. Not holding a payment account carries a fine of 3,000 to 10,000 lei.

No notary is required (art. 204(2) Law 31/1990). A Bar-registered lawyer drafts the deed the parties sign, the amended articles and the resolutions; we assemble the file. The ONRC application takes a handwritten or qualified electronic signature. Foreign official documents need an apostille or superlegalisation unless a treaty or EU rule removes the formality, always with a legalised Romanian translation.

No statutory total exists, and we promise none. Each part has a term. The tax certificate takes at most 3 working days. The ANAF notice is due within 15 days of the transfer, and the ONRC filing within 15 days of the act. Under the 2022 text of Law 265/2022, the registrar decides a registration application in one working day.

Since 18 December 2025 a share transfer is a checked procedure. ANAF is notified within 15 days, and ONRC checks the conditions at registration. A guarantee posted for arrears is enforced if the arrears stay unpaid 60 days after registration. Since OUG 13/2026, the emergency ordinance published on 9 March 2026, the rule covers the transfer of the shares of any SRL member.

We leave the question of whether it suits a particular buyer to a conversation. Two facts bear on it. The transfer is regulated, with an ANAF notice and, where there are tax arrears, a guarantee. A VAT code, the active status and the company itself can be lost when the upkeep rules are not met.

The SRL, or societate cu răspundere limitată, is the Romanian limited liability company: its members answer only up to the subscribed capital (art. 3(3) Law 31/1990). A shelf company is an existing SRL, already in the Trade Register. It changes hands by a transfer of its shares, the cesiune de părți sociale.

An existing company with its register number, CUI and EUID, its registered office and its date of entry, which is its age. Towards third parties you are a shareholder from the entry, not from the signature. The CUI is kept for the company's whole existence. A VAT code and a payment account exist only where they were kept alive.

A new SRL needs 500 lei (art. VI(2) Law 239/2025). An SRL whose net turnover passed 400,000 lei needs 5,000 lei. Registered SRLs in that group reach it by 18 December 2027 (our computation from art. VI(6), as of 23 October 2026). The text sets no minimum for an existing SRL at or below that turnover.

The beneficial-owner declaration goes to ONRC within 15 days of the change. Without it, a fine of 5,000 to 10,000 lei applies. The annual statements go in on time, since more than 5 months late is an inactivity ground. The company's own staff keep the books, or a CECCAR member under a contract. We do not keep books.