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Aged Shelf Company in Romania, an SRL with Years on the Register
Updated 23 October 2026
An aged SRL from our catalogue, sold with the extra checks its years call for. We read the public record, what stays open to ANAF and what dormancy can end.
- SRLs 1 to 10 years on the register, with or without a trading past
- Age is the date of first registration
- Tax assessment stays open for 5 years, 10 with an offence
- Transfer notified to ANAF within 15 days
Every year on the register leaves filings that a buyer can check.
What years on the register means
An aged shelf company is an older SRL for sale: an existing Romanian company you can take over. A founder, a group or a business buyer can buy one. Its age counts from its first registration in the trade register (registrul comerțului). The registration certificate shows the register number, the CUI (cod unic de înregistrare, tax code) and the EUID (art. 110(1) Law 265/2022, 2022 text).
Vechime (age) is a market word, not a legal term. Years on the register are not years of trading. "Dormant" is not a legal status either: the three states it can mean follow below. Our catalogue holds SRLs of 1 to 10 years, and we agree the age with you in conversation. Freelancers can read how an SRL and a PFA compare for a freelancer in Romania.
What the service includes
Aged companies come from the ready-made companies page. Their years add the work below.
The public file, read first
The file covers the register status, the representatives and any suspension. It adds the ANAF inactive register and the balance sheets filed for the last six years. All of it is free to read before anyone signs.
The seller's history file
We prepare the checklist. The seller hands over each year's statements or declarations, and the VAT returns if the company holds a code. The seller adds proof of the payment account, the seat title and any suspension decision.
The tax certificates
The company requests the ANAF and local-tax certificates. The buyer can request them too, with the company's express consent. We prepare the requests.
The transfer file, coordinated
A Bar-registered lawyer drafts the deed and the resolution. The change goes to ONRC under a notarised power of attorney or a lawyer's mandate. We prepare the ANAF notice, and the company, the seller or the buyer files it.
The beneficial-owner declaration
We prepare the beneficiar real (beneficial owner) declaration. It is filed within 15 days of the change (art. 56(3) Law 129/2019).
A calendar of what can be lost
It shows when old attributes lapse. It lists six silent months for a VAT code and a silent calendar half-year. Statements are due 31 May, and a suspension has a 3-year end. Capital has a deadline of 18 December 2027, for companies above the turnover line (art. VI(6) Law 239/2025, our computation).
What age proves and what it can carry
The registration date is a fact of the register. Everything else depends on what the company did with its years.
| Item | What the rules set | What the buyer checks |
|---|---|---|
| Registration date | The age is the date of first registration; the certificate carries the register number, the CUI and the EUID (art. 110(1) Law 265/2022) | The certificate against the free register data (art. 12(1) Law 265/2022) |
| Track record | Balance sheets filed for the last six years are public; a dormant year adds no turnover or reference (reading) | Which years show activity |
| Tax losses | Losses from 2024 recovered within 70% of taxable profit over 5 consecutive years; older losses over the rest of their 7 years (art. 31 Fiscal Code); no paragraph ends recovery on a change of shareholders; the anti-abuse side was not read | The amount and year of the losses in the filed statements; stated as a rule, never as advice |
| VAT code | Cancelled after 6 consecutive months (two quarters) with no VAT return, after returns with no transactions, or on inactivity (art. 316(11) Fiscal Code); no age criterion in the risk annex; not promised after a transfer | The latest VAT returns, and whether they show transactions |
| Annual statements | Due by 31 May of the following year; the no-activity declaration only for an entity with no activity since incorporation (OMF 2.036/2025); more than 5 months late is an inactivity ground from 2026 | A statement or declaration for every year since registration |
| Capital line | 5,000 lei where net turnover in the previous year's statements passed 400,000 lei, by 18 December 2027 (our computation) or the court dissolves the company (art. VI Law 239/2025); no figure for an existing SRL at or below that turnover | Last year's turnover |
| Public tenders | Turnover up to twice the estimated contract value, more in duly justified cases; references from the past 5 years for works and 3 for supplies and services, with older evidence where competition needs it (art. 58 and Annex XII Directive 2014/24/EU); no registration date asked (reading); Law 98/2016 not read | The turnover and references the company can show; a dormant SRL has neither (reading); another document may be accepted for a valid reason (art. 60(3)) |
| Banks and loans | No statute or BNR text read sets age as a lending or account criterion; a bank's credit policy is its own | No age rule to check |
How buying an aged company works
Eight steps, each with its actor. A time limit appears only where a statute sets one.
Read the public file, free
You read the public file, and we prepare it for you. It covers the register status, the representatives and any suspension. It adds the ANAF register of inactive taxpayers, searched by fiscal code or name, and up to six years of balance sheets.
Ask the seller for the history file
The seller hands over each year's statements or no-activity declarations, and the VAT returns if the company holds a code. The seller adds proof of the payment account, the seat title and any suspension decision. If the company traded, the seller lists its former administrators with dates.
Obtain the tax certificates
The company requests them, or the buyer does with the company's express consent. ANAF issues its certificate within 3 working days, and the local tax office within 2. Each one can be used for 30 days (art. 158 to 160 Fiscal Procedure Code). See checking a company's arrears at ANAF.
Weigh the risks age brings
You weigh them with a lawyer of your choice. We give no legal or tax advice. Contractual protection for the years before the transfer is a matter for the lawyer who drafts the deed. Background: due diligence on a Romanian company.
Deed and resolution
A Bar-registered lawyer drafts both (art. 3(1)(c) Law 51/1995). A sale to an outsider needs the approval of members holding at least three quarters of the capital, unless the articles say otherwise. No notary is needed (art. 202(2) and 204(2) Law 31/1990).
Notify ANAF within 15 days
The seller, the buyer or the company files the ANAF notification on every share transfer within 15 days of the transfer (art. V Law 239/2025). We prepare it, following the July 2026 draft order.
File the change at ONRC
The administrator, a lawyer or a notarised attorney files within 15 days of the act. The registrar decides within one working day. An incomplete file gets up to 15 calendar days (Law 265/2022, 2022 text). ONRC checks ANAF's conditions at this step. If the company has arrears, a guarantee is shown.
The first 30 days after the purchase
Work with the company's accounting staff or a CECCAR member. Keep a Romanian payment account, and let no calendar half-year pass without a filing. File VAT returns that show transactions, and check the capital of a Romanian SRL.
Want an aged company's public file read before you pay?
Name the company or the age you are considering. We reply with what its public file shows and which papers the seller must supply.
The checks an aged company needs
Some checks are free and some need the company's consent. Each one leaves something out.
| Check | Where | Free or consent needed | Statutory term | What it does not show |
|---|---|---|---|---|
| ONRC status and representatives | The trade registers' interconnection system (art. 12(1) Law 265/2022) | Free | None | Tax standing |
| ANAF inactive register | anaf.ro/inactivi | Free, by fiscal code and by name | Dissolution after one year unless reactivated (art. 92 Fiscal Procedure Code) | Arrears and open assessments (reading) |
| Filed balance sheets | The Ministry of Finance public lookup | Free | The last six years | Whether the company traded in a quiet year (reading) |
| ANAF tax certificate | ANAF | The company requests it; a buyer checking before purchase only with the company's express and unequivocal consent (art. 160(1)); for the share transfer the seller or the buyer may also request it (art. V(2) Law 239/2025) | Issued within 3 working days, usable up to 30 days (art. 158(5)) | Overdue tax at the end of the previous month and still unpaid at issue, plus other budget claims in enforceable titles; not what a later audit may assess (art. 158(2)); the transfer certificate's reference date differs in the July 2026 draft order |
| Local-tax certificate | The local tax office of the seat, in Bucharest a sector office | Requested for the company | Issued within 2 working days, valid 30 days (art. 159(3)) | ANAF taxes: it is a separate document (reading) |
What each year of age keeps open
ANAF can look at a tax year for 5 years from 1 July after it, or 10 where an offence is involved. An aged company therefore carries more open years than a new one, up to that limit.
Debts stay with the company
The company's assets (patrimoniul social) guarantee its obligations. As a member, you answer only up to the subscribed capital, unless limited liability is abused in fraud of creditors; that reaches the unpaid debts of a dissolved or liquidated company (art. 3 and 237^1(3) Law 31/1990).
The assessment window
ANAF can assess tax for 5 years from 1 July after the tax year. For claims from a criminal offence, the limit is 10 years from the offence. The clock stops while the company is declared inactive (art. 110 and 111 Fiscal Procedure Code).
Former administrators
A former administrator can be held jointly liable (răspundere solidară) for bad-faith tax conduct in their own period. This happens only by a decision after a hearing (art. 25 and 26, same Code). Other cases of liability were not read. On our reading, a new administrator does not answer for earlier years.
Protection is a matter for the lawyer
Any contractual protection for the years before the transfer is a matter for the lawyer who drafts the deed. We call no stock company clean or debt-free. The checks are how you read its past.
law a term set by law
tax year
- 1
1 July of the following year
- 2
5 years to assess
- law from 1 July of the following year
- 3
Declared inactive
- law the clock stops until reactivation
criminal offence
- 4
Date the offence was committed
- 5
10 years where a criminal offence is involved
- law counted from the date of the offence
Fiscal Procedure Code, consolidated to OUG 38/2026. The line shows order, not scale: each term runs from the event it names.
What "dormant" means in law
"Dormant" covers three states, and each one ends its own way. ANAF's side is set out in the grounds on which ANAF declares a company inactive.
No activity, still filing
The company trades nothing but files its returns and statements. The no-activity declaration fits only a company idle since incorporation. A company that traded once files full statements (OMF 2.036/2025).
Registered temporary inactivity
Inactivitate temporară (temporary inactivity) is entered at ONRC and lasts 3 years at most. After that, the registrar may find the company dissolved (art. 237^2 Law 31/1990). No tax returns are due meanwhile, but the entry is itself a ground for inactive status.
Inactive taxpayer
Contribuabil inactiv (inactive taxpayer) is a status that ANAF gives. One ground is a calendar half-year without filings. From 1 January 2026, two more apply: no Romanian payment account, or statements filed more than 5 months late (art. VII(1) Law 239/2025).
law a term set by law
No activity, still filing
What it is
The company trades nothing but files its returns and statements.
What ends it
- law a calendar half-year passes with no filing
- law no Romanian payment account, from 1 January 2026
- law annual statements filed more than 5 months late, from 1 January 2026
Registered temporary inactivity
What it is
Entered at ONRC.
- law 3 years at most
- law no tax returns during it
What ends it
- law activity resumes
- law the 3 years run out
Inactive taxpayer
What it is
An ANAF status.
- law public register, free search
- law VAT registration lost from the declaration
- law customers lose the deduction
What ends it
- law dissolved if not reactivated within one year
Is the company suspended, inactive or still filing?
Tell us what the register and the inactive list show for the company. We set out which papers and dates its state calls for.
Frequently asked questions
Does an older company get a bank account or a loan more easily?
No statute or BNR text we read makes a company's age a criterion for either. Each bank sets its own credit and account policy. A bank, or anyone else, can read the balance sheets the company filed for the last six years. They are on the Ministry of Finance lookup, and a dormant year adds nothing to them.
Can an aged company bid in public tenders?
Directive 2014/24/EU lets authorities ask for turnover up to twice the contract value, more if duly justified. References cover the past 5 years for works and 3 for supplies and services, older if competition needs it. We found no registration date asked (Law 98/2016 not read). A dormant SRL has neither; another document may be accepted for a valid reason.
Do the company's old debts come with it, and does a former administrator stay liable?
Debts stay with the company. A member answers only up to the subscribed capital, unless limited liability is abused in fraud of creditors; that reaches the unpaid debts of a dissolved or liquidated company (art. 3, 237^1(3) Law 31/1990). A former administrator can be made jointly liable for bad-faith tax conduct in their period, by a decision after a hearing (art. 25 and 26 Fiscal Procedure Code). Other rules not read.
How far back can ANAF assess tax for an aged company?
Five years from 1 July after the tax year. For claims from a criminal offence, it is 10 years from the offence (art. 110 Fiscal Procedure Code). The clock stops while the company is declared inactive (art. 111(2)(d)). Years on the inactive register therefore do not age out. An aged SRL carries more open years, up to that limit.
Does the company keep its CUI and VAT code after the share transfer?
The CUI stays for the company's whole existence, so a share transfer does not change it (art. 127(2) Law 265/2022, 2022 text). We do not promise the VAT code. No text we read says it survives a transfer. It is also exposed to the new majority shareholder's fiscal record (art. 316(11) Fiscal Code).
Does an old VAT code survive a dormant period?
Not after 6 consecutive months with no VAT return, or with returns showing no transactions (two quarters for a quarterly filer). And not once the company is declared inactive (art. 316(11) Fiscal Code). The risk annex has no age criterion. A dormant SRL meets its no-employee criterion by definition. How the criteria combine is open.
What does "dormant" mean in law, and what ends it?
It is not a legal status. It may be a company with no activity that still files, or registered temporary inactivity of at most 3 years. It may be one ANAF declared inactive, dissolved after a year unless reactivated. From 1 January 2026, no Romanian payment account, or statements filed more than 5 months late, make a company inactive.
How do I check an aged company for free, and what does the tax certificate not show?
Register status, representatives, the ANAF inactive register and filed balance sheets are free. Before purchase, a buyer gets the ANAF certificate only with the company's express consent. The seller or buyer may request the transfer certificate (art. V(2) Law 239/2025). It lists overdue tax at the previous month's end and enforceable budget claims, not what a later audit may assess.
Can the buyer use the company's past tax losses?
Losses from 2024 are recovered within 70% of taxable profit over 5 consecutive years. Older ones run over the rest of their 7 years (art. 31 Fiscal Code). No paragraph of art. 31 ends recovery on a change of shareholders. We did not read whether ANAF could challenge a purchase made for the losses. We state the rule, without advice.
Must an aged SRL raise its capital?
Only if its net turnover in the previous year's statements passed 400,000 lei. The minimum is then 5,000 lei, reached by 18 December 2027 (our computation). Otherwise the court dissolves the company (art. VI Law 239/2025). No figure is set for an existing SRL at or below that turnover. A new SRL needs 500 lei.
Does the ANAF transfer rule apply to an aged company?
Yes. Since OUG 13/2026 (Monitorul Oficial no. 181 of 9 March 2026), it covers the transfer of any SRL member's shares. The seller, buyer or company notifies ANAF within 15 days. With arrears, a guarantee is shown at ONRC. It is enforced if the arrears stay unpaid 60 days after registration. Form and channel: the July 2026 draft order.
Does the micro-enterprise regime come with an older company?
The regime needs all its conditions met on 31 December of the previous year (art. 47(1) Fiscal Code). One is that the members have designated the company as their only micro-enterprise (lit. h). The buyer's other holdings therefore matter. The company's age is not a condition. Whether a micro SRL's dividend can be exempt is not addressed here.
What is an aged shelf company, and is it the same as years of trading?
An older SRL kept for sale. Its age is the date of first registration in the trade register. The certificate carries the register number, CUI and EUID. "Aged" and vechime are market words. Years on the register are not years of trading. A dormant year adds no turnover or reference, and a company that traded once files full statements.
Which documents does a foreign buyer need, and can they sign from abroad?
Usually asked, not statutory: a passport, proof of address and, for a buyer not signing in person, a power of attorney. A corporate buyer adds its extract and the decision to buy. ONRC accepts qualified electronic signatures. Foreign official documents need an apostille or superlegalisation, unless a treaty or EU rule removes it. A legalised Romanian translation is always required.
Looking at an aged SRL from the catalogue?
Shelf prices are in the catalogue. Our work is priced on request. The lawyer's and the accountant's steps are named here, never offered by us.