Capital Gains Tax in Romania on the Sale of Company Shares
Capital gains tax in Romania is not a stand-alone tax. A resident individual's gain on SRL shares is investment income, taxed at 16% of the annual net taxable gain from the income of 2026 onward. The seller declares it by 25 May of next year. A non-resident individual, a Romanian company and a foreign company each follow their own rule.
Is there a capital gains tax in Romania when SRL shares are sold?
Not under that name. The Fiscal Code taxes an individual's gain on shares as investment income (venit din investiții, art. 91(c)). It taxes a company's gain as part of its profit (art. 17). That gives four answers, one for each type of seller. This page covers the gain on shares in an SRL. The VAT side of a company is a separate matter, set out in our Romanian VAT number overview.
Who sells the shares: four sellers, four rules
Romanian-resident individual
- tax headinvestment income
- rate16% of the annual net taxable gain, income of 2026 onward
- who declaresthe seller, on form 212
- date25 May
Non-resident individual
- tax headRomanian-source income outside the withholding chapter
- rateno separate rate printed, “taxed under the same title”
- who declaresthe seller, through a Romanian tax representative unless exempt
- date25 May, on the single return
Romanian company
- tax headpart of taxable profit, with the holding exemption at 10% held for an uninterrupted year
- rate16% profit tax
- who declaresthe company
- date25 June
Foreign company
- tax headart. 38 where the exemption and the treaty do not remove the tax
- rateRomanian profit tax, no rate printed
- who declaresthe foreign company itself
- dateno date given
Each seller's column is explained in its own section below. The last sections take the buyer's view. They cover what, if anything, the buyer withholds, and what else is easily confused with this tax.
What is the rate for a resident individual, and from which year?
A resident individual pays 16% of the annual net taxable gain (câștig net anual impozabil, worked out under art. 119). The rate is in art. 123(1^2) of the Fiscal Code. Law 239/2025, art. XII pt. 16 wrote it in. It is in force from 1 January 2026 (art. XIII(1)(a)). It applies from the income of 2026 (art. XIII(2)(b)). On our computation with art. 122(3), as of 23 October 2026, the first return at 16% is the one due by 25 May 2027.
A resident (rezident fiscal) meets at least one of these tests (art. 7 pt. 28). You have your domicile in Romania. Or your centre of vital interests is in Romania. Or you spend more than 183 days in Romania in total in any 12 consecutive months ending in the calendar year. Or you are a Romanian citizen working abroad as an official or employee of Romania. A resident is taxed on income from any source (art. 7 pt. 37).
The Law that wrote the 16% does not print the rate it replaced, so this page states none. Adviser commentary describes the 2026 change as a rise.
Do I have to pay tax on every transfer of shares and every kind of gain?
Not on every transfer and not on every kind of gain. Six cases are worth separating.
Shares received by inheritance or gift
Acquiring shares this way is not a taxable event (art. 93(2)(a)).
Transfers between spouses
A transfer between spouses is not a taxable event (art. 93(2)(b)(ii)).
A gift that is later sold
If you sell shares you received by gift, their tax value is zero (art. 94(9)).
A sale through a Romanian broker
A different rule applies. The intermediary withholds 3% on securities held 365 days or more. It withholds 6% on those held under 365 days. The rule covers transfers from 1 January 2026 (Law 239/2025 art. XII pt. 12). Its start date is set in art. XIII(2)(c). This page only points to it.
Virtual currency
Gains obtained from 1 January 2026 are taxed at 16% (Law 239/2025 art. XII pt. 14). The start date is set in art. XIII(2)(d). This page only points to it.
A property or another asset
This page covers shares in an SRL only. It gives no figure for these.
How is the gain worked out, and on which date?
The gain is the sale price minus the shares' tax value (valoarea fiscală). Transaction costs are included, and you prove them with supporting documents (art. 94(1)). For a sale made outside a Romanian intermediary, the person who receives the income determines the gain. The date is the date, or each date, on which the price is paid (art. 94(10)(b)). That person uses supporting documents.
A price in foreign currency is converted at the National Bank of Romania rate. The rate is the one for the day the gain is determined (norms to art. 94, pt. 23(1)). The annual net gain (câștig net anual) is the year's gains minus its losses, cumulated from the start of the year (art. 96(1)). The seller works it out on the single return (declarația unică, form 212) (art. 96(2)).
Can a loss on shares be set against a later gain?
Yes, within limits. The Code lets a seller carry a net loss from these operations forward, under five rules.
- Taxable gain is the annual net gain minus losses carried from earlier years (art. 119(1)).
- You can recover a loss only up to 70% of the net annual gains in the next 5 consecutive fiscal years (art. 119(2)).
- You carry losses in the order they arose, oldest loss first (art. 119(3)(a)).
- The right to carry a loss is personal. You cannot transfer it (art. 119(3)(b)).
- A loss you do not use within the period is final (art. 119(3)(c)).
What does the tax come to on a sale of 100,000 lei?
Our arithmetic, not a figure of the law. Assume a Romanian-resident individual sells the whole of an SRL in 2026 for one payment of 100,000 lei. The seller has no other gains that year. The tax value, documented costs included, is 20,000 lei. The numbers are round.
| Line | Scenario A: no carried loss | Scenario B: with a carried loss |
|---|---|---|
| Sale price | 100,000 lei | 100,000 lei |
| Assumed tax value, documented costs included | 20,000 lei | 20,000 lei |
| Gain | 80,000 lei | 80,000 lei |
| Loss carried from an earlier fiscal year | None | 100,000 lei |
| Offset limit, 70% of the gain | Not applicable | 56,000 lei |
| Taxable gain | 80,000 lei | 24,000 lei |
| Tax at 16% | 12,800 lei | 3,840 lei |
| Loss left over | Not applicable | 44,000 lei, still inside the 5-year window |
The rate comes from art. 123(1^2). The offset comes from art. 119(2). The tax falls due with the return by 25 May 2027, before any health contribution.
Is the health contribution (CASS) owed on the gain?
Sometimes. The health contribution (CASS, contribuția de asigurări sociale de sănătate) is owed on investment income by contributors to the Romanian health system (art. 155(1)(g)). On these incomes it is owed only if the year's cumulated income reaches 6 gross minimum wages (art. 170(2)). The gain counts toward that threshold (art. 170(4)(d)). The rate is 10% (art. 156).
The base is one of three bands: 6, 12 or 24 gross minimum wages, depending on the year's income (art. 170(3)(a)-(c)). The minimum wage is the one in force on 1 January of the income year (art. 135^1(3)). The figures below are our computation, an estimate. The Government's explanatory note to HG 146/2026 gives 4,050 lei as the minimum wage. That makes the 2026 bases 24,300, 48,600 and 97,200 lei. CASS is then 2,430, 4,860 and 9,720 lei. We did not read the adopted decision.
Whether a given non-resident is in the Romanian health system depends on the case.
Selling or buying the shares of an SRL?
Ask what a share-transfer file contains before the deed is drafted.
What does a non-resident individual owe on a Romanian share sale?
For a seller who is not a Romanian resident, Romania capital gains tax is a question of source. A non-resident individual's gain is Romanian-source income in two cases. One is a gain on participation titles held in a resident company. The other is a gain on securities issued by Romanian residents (art. 223(2)(g); art. 92(a)).
That income sits outside the withholding chapter (Title VI). The incomes listed in art. 223(2) are not taxed under it. They get the treatment of Title II or IV. The non-resident declares and pays the tax for each source themselves (art. 129(3)). They do so on the single return (norms to art. 129, pt. 44).
A non-resident who files in Romania appoints a Romanian tax representative (împuternicit) with fiscal domicile in Romania (art. 18(4) of the Fiscal Procedure Code), unless an exception applies (art. 18(5)(a)-(c)). The first exception is residence in the EU or EEA. The second is residence in a state bound to Romania by a tax-cooperation instrument. The third is electronic communication with ANAF under art. 79.
The provisions cited here print no separate rate for a non-resident. The gain is taxed under the same title as a resident's. That title's rules decide how it is determined, declared and paid.
How does a non-resident claim a treaty?
Romanian tax applies in three cases (norms to Title VI, pt. 21). No certificate is shown. Or Romania has no treaty with the seller's state. Or the treaty gives Romania the right to tax the gain. A treaty claim is a paper chain of four steps.
Get the tax residence certificate *certificat de rezidență fiscală*
(the seller) from the competent authority of the seller's state, normally its tax authority. The norms also accept a residence-certifying document from another authority of that state (pt. 19(1)). The certificate must attest residence in the treaty state in the year or period of the income (pt. 19(1) and 19(7)).
Prepare a legalised copy and an authorised Romanian translation the seller
, to attach to the return (pt. 20(2)).
Deposit the certificate with the company whose shares are sold the seller
, for a sale made outside an intermediary (pt. 20(2)). The provisions cited here state no term for the deposit.
Attach the legalised copy and the translation to the return the seller, or their Romanian tax representative
The return is filed with the competent tax body.
What two of the treaties say about an ordinary share gain
Two conventions show how the clause reads. They are examples, not a rule for any reader's state.
Two conventions read as examples; the convention with a reader's own state is on ANAF's list.
| Convention | Article | What the text says | Limit of the reading |
|---|---|---|---|
| Germany | Art. 13(5) | Gains on property other than that named in the earlier paragraphs are taxable only in the seller's state of residence | Other clauses are not summarised. Romania-Germany convention |
| Germany | Art. 13(2) | Shares in a company whose assets are mainly real estate may be taxed where the property lies | Other clauses are not summarised |
| United States | Art. 13(1) | A resident of one state is exempt in the other on gains from capital assets | Text of the 1973 convention as signed; amending instruments are not summarised. Romania-United States convention |
| United States | Art. 13(1)(a)-(b) | The exemption does not hold (a) if the gain ties to a permanent establishment there, or (b) if the individual is present there 183 days or more in the tax year | Same limit |
ANAF publishes the text of each of Romania's double-tax conventions on its list of conventions. The convention with your own state is on that list.
What does a company owe when it sells the shares?
A company seller has no separate gain tax. The result of the sale is part of its profit. A Romanian company and a foreign company are treated differently, as the table below shows. Profit tax in general is covered in the Romanian corporate tax guide.
| Row | Romanian company | Foreign company |
|---|---|---|
| Tax head | Part of taxable profit, 16% (art. 17) | Romanian profit tax under art. 38 on the result |
| Relief | Income from selling participation titles is not taxable when at least 10% of the capital was held for an uninterrupted year at the date of sale (art. 23(i)) | The same test applies; it does not reach a seller resident in a state with no treaty with Romania (art. 23(i)) |
| When the foreign company pays | Not applicable | When art. 23(i) is not met and one of three cases holds: no proof of residence in a treaty state, no treaty, or a treaty that gives Romania the right to tax (art. 38(1)(b)(1)-(3)) |
| Result measured as | The tax value is the purchase or contribution value, raised by any rise in nominal value (norms to art. 23(c), pt. 12(2)(b)) | Proceeds minus the tax value of acquisition, with commissions, taxes and other sums paid on buying and selling (norms to art. 38, pt. 38(4)) |
| Who declares and pays | The company, in its profit-tax return | The foreign company itself (art. 38(2), which points to arts. 41 and 42); its income is also outside the withholding chapter (art. 223(2)(b)) |
| Date | Annual return by 25 June of the following year; quarterly payments by the 25th of the month after quarters I to III (art. 42(1), art. 41(1)) | Follows arts. 41 and 42 through art. 38(2); the form, filer and dates for a foreign company with no other Romanian income go to a tax consultant registered with the CCF |
The 25 June date is stated for a Romanian company only.
Does the buyer withhold anything from the price?
The Fiscal Code's withholding chapter does not reach this income. The incomes listed in art. 223(2) are not taxed under it. They include a foreign company's income from selling shares in a Romanian company (art. 223(2)(b)). Under art. 97(8^3), the Code names intermediaries as the withholding agents for share gains. These are the intermediaries of art. 96^1(1). The text cited here does not name the buyer of the shares.
We did not check orders outside the Code for any duty added on the buyer. This page does not say the buyer has no duty of any kind. Our reading: after the sale the company, now the buyer's, holds a foreign seller's residence certificate on file. The norms make the "payer of income" answerable for receiving it. They do not say who that is in a share sale.
A buyer's own checks have a page of their own: the documents to check before you pay for a Romanian company.
What else gets confused with the tax on the gain?
The seller's tax is the seller's own. Four neighbouring items carry other rates, dates or payers.
The 15-day notification to ANAF
Since OUG 13/2026, the seller, the buyer or the company notifies ANAF within 15 days of the transfer of the shares of any SRL member. The rule is in Law 239/2025 art. V(1)(a). The notification is one step of the cesiune de părți sociale. It is not a tax and not the seller's return.
The arrears guarantee
If the company has tax arrears, the company or the buyer provides a guarantee under art. 211(a) and/or (b) of the Fiscal Procedure Code. The guarantee is shown at ONRC. It is enforced if the arrears stay unpaid 60 days after the transfer is registered. The arrears show on the ANAF tax certificate of a Romanian company. They are the company's, not the seller's.
Dividends and liquidation income of the same SRL
Dividends distributed from 1 January 2026 bear 16% tax, which is final (art. 97(7)). The company withholds it. The start date is set in Law 141/2025 art. VII(1)(c). An individual shareholder's liquidation income bears 10% tax, which is final, and the company withholds it (art. 97(5)). See the Romanian dividend tax guide.
Value added tax
The share price carries no Romanian VAT. Transactions in shares and company parts fall in the financial-transaction exemption (art. 292(2)(a)(5)).
Who does what, and by when, from the signed deed to the paid tax?
The steps run from the deed to the paid tax. Each step names who acts. For the sell side, see selling a dormant Romanian SRL.
Agree the price, payment dates and currency; sign the deed the parties
A Bar-registered lawyer drafts the deed (art. 3(1)(c) of Law 51/1995). The payments of the price date the gain.
Assemble the proof of the tax value and the costs the seller
: how the shares were acquired, and the invoices. A CECCAR member or a CCF-registered tax consultant prepares returns for others. They also assist or represent clients before ANAF (OG 71/2001). This site does neither.
Get the residence certificate and deposit it with the company, if a treaty is claimed a non-resident seller
The provisions cited here state no term.
Perform the transfer and notify ANAF within 15 days the seller, the buyer or the company
With arrears, the guarantee is shown at ONRC. This site prepares the file and files nothing with ANAF.
Record each payment received and net the year's gains and losses the seller
, over the calendar year.
File the single return and pay by 25 May of the next year the seller, or a non-resident's Romanian tax representative unless exempt
For a 2026 gain this is 25 May 2027, on our computation above.
Check CASS on the same return the seller
This applies if the seller is a contributor to the Romanian health system and the cumulated income reaches 6 gross minimum wages.
File the company's profit-tax return a company seller
A Romanian company files by 25 June of the next year and pays quarterly. A foreign company declares and pays under art. 38(2).
law a term set by law our computation a date worked out from the law, not printed in it
the individual seller
- 1
The payments of the price
- law each payment dates the gain (art. 94(10)(b))
- 2
The transfer, then the ANAF notification
- law 15 days for the notification
- 3
The year's gains and losses netted
- 4
Return and payment
- law 25 May of the next year
- our computation a 2026 gain: 25 May 2027
- 5
An unused loss carried
- law within 70% of the net gains of the next 5 consecutive fiscal years
the company seller
- 1
Quarterly payments
- law by the 25th of the month after quarters I to III
- 2
The annual profit-tax return of a Romanian company
- law by 25 June of the next year
From our practice
On the tax side of a share transfer, we read the payment clause of the deed and the seller's proof of how the shares were acquired. Where the seller is foreign, we also read the residence certificate. We read the proof of the ANAF notification too. The seller's own return stays the seller's.
Sources: the official texts behind each figure
Every rate, date and rule on this page comes from the official texts below, checked in October 2026.
- Fiscal Code with the methodological norms: the rate, the dating, the loss carry, the non-resident and company rules.
- Law 239/2025: the 16% text, its 2026 start, the broker and virtual-currency rules.
- OUG 13/2026: the widened scope of the 15-day transfer notification.
- Fiscal Procedure Code: the non-resident filer's tax representative.
- Law 141/2025: the start date of the 16% dividend rate.
- ANAF list of forms: form 212, the single return.
- ANAF list of double-tax conventions: where a reader finds the convention with their state.
- Romania-Germany convention: art. 13, the first treaty example.
- Romania-United States convention: art. 13, the second treaty example.
- Government's explanatory note to HG 146/2026: the minimum wage behind the CASS arithmetic.
- Law 51/1995: drafting legal acts is a lawyer's activity.
- OG 71/2001: preparing returns and representation before the tax bodies are tax consultancy.
Frequently asked questions about capital gains tax in Romania
What is the capital gains tax rate in Romania when SRL shares are sold?
A resident individual pays 16% of the annual net taxable gain from the income of 2026 onward (art. 123(1^2)). Law 239/2025 sets the rate (art. XII pt. 16) and its start (art. XIII(2)(b)). A company seller has no separate tax. Its gain is part of its profit, taxed at 16% (art. 17). Broker deals and virtual currency follow other rules.
Does Romania have a capital gains tax?
Not as a stand-alone tax. An individual's gain on shares is investment income under the income-tax title (art. 91(c)). A company's gain is part of its profit (art. 17). The Code therefore gives four rules, one for each seller: a resident individual, a non-resident individual, a Romanian company and a foreign company.
Do I have to pay tax on all my capital gains?
Not on every acquisition or transfer. Receiving shares by inheritance or gift is not a taxable event (art. 93(2)(a)). Nor is a transfer between spouses (art. 93(2)(b)(ii)). Shares received by gift start from a tax value of zero on a later sale (art. 94(9)). A sale of SRL shares for a price is taxed as in the first answer.
How is the gain on a share sale worked out?
The gain is the sale price minus the shares' tax value, with documented transaction costs included (art. 94(1)). Without a Romanian intermediary, the payments of the price date the gain (art. 94(10)(b)). A price in foreign currency is converted at the National Bank of Romania rate of that day. The year's gains and losses are netted (art. 96(1)).
When must I file and pay?
You file the single return (form 212) by 25 May of the year after the gain (art. 122(3)). You pay the tax by the same date (art. 123(7)). A gain realised in 2026 is declared by 25 May 2027 (Law 239/2025 art. XIII(2)(b)). The seller determines the gain on that return (art. 96(2)).
Can I offset a loss on another share sale?
Yes, within 70% of the net annual gains of the next 5 consecutive fiscal years, oldest loss first (art. 119(2) and (3)(a)). The right to carry a loss is personal. You cannot transfer it. A loss you do not use within the period is final (art. 119(3)(b) and (c)).
Do I owe health contribution (CASS) on the gain?
Only if two things hold. The seller is a contributor to the Romanian health system. The year's cumulated income of the listed kinds reaches 6 gross minimum wages (art. 170(2)). The base is then banded at 6, 12 or 24 wages (art. 170(3)). The 2026 lei amounts are our computation, an estimate. A non-resident's position depends on the case.
I live abroad. Does Romania tax my gain on shares in a Romanian company?
The gain is Romanian-source income (art. 223(2)(g)). You declare and pay it yourself (art. 129(3)). A treaty may leave the tax to your state of residence, proved by a tax residence certificate deposited with the company. Romanian tax applies if there is no certificate, no treaty, or a treaty that gives Romania the right to tax.
Does the buyer withhold tax from the price?
The Code's withholding chapter does not reach this income (art. 223(2)). The withholding agents named for share gains are intermediaries, not the buyer (art. 97(8^3)). We did not check orders outside the Code for an added duty. This page therefore does not say that the buyer has no duty of any kind.
A foreign company sells a Romanian SRL. What does it owe?
Romanian profit tax under art. 38, if the holding test is not met and one of three cases applies. The test is at least 10% for an uninterrupted year (art. 23(i)). The cases: no proof of residence in a treaty state, no treaty, or a treaty giving Romania the right. It declares and pays itself, on proceeds minus tax value.
Do I need a Romanian tax representative to file?
A non-resident who files in Romania appoints one with fiscal domicile in Romania (art. 18(4) Fiscal Procedure Code), unless an exception applies (art. 18(5)(a) to (c)). The exceptions cover residents of the EU or EEA, and residents of a state bound to Romania by a tax-cooperation instrument. They also cover a non-resident who communicates with ANAF electronically under art. 79.
Is the 15-day notification to ANAF the tax on my gain?
No. The notification reports the transfer of the shares of an SRL member (any member since OUG 13/2026). Where the company has arrears, a guarantee is shown at ONRC. The seller's tax is declared on the seller's own return, not in the notification.
Is there VAT on the share price?
No. Transactions in shares and company parts fall in the financial-transaction exemption (art. 292(2)(a)(5)). The price of an SRL's shares therefore carries no Romanian VAT. The company's own VAT registration and returns are a separate subject. They follow the company, not the sale of its shares.
Do I have to pay tax for dividends?
Dividends are a different income. Dividends distributed from 1 January 2026 bear 16% tax, which is final and withheld by the company (art. 97(7)). The start date is in Law 141/2025 art. VII(1)(c). An individual shareholder's liquidation income is taxed at 10%, final, withheld by the company (art. 97(5)). Neither is the gain on selling shares.
How much income tax do you pay in Romania?
It depends on the income. This page covers one income, the gain on shares: 16% of the annual net taxable gain (art. 123(1^2)). Art. 123(1) applies 10% to another income. That is the net annual income determined under art. 118, not this gain. A full income-tax overview is not on this page.