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Buy a Company in Romania with Due Diligence
Updated 23 October 2026
Read the papers of an existing Romanian SRL before you pay. We coordinate the lawyer, the ANAF notice file and the ONRC filing.
- Share transfer, no notary
- ANAF notice within 15 days of the transfer
- Checks run before you pay
- Remote ONRC filing with a qualified electronic signature
A purchase is read on paper first: certificates, extracts and accounts before any money moves.
What is included in a purchase
You buy the shares of an existing SRL by the transfer of SRL shares (cesiune de părți sociale). The company, its CUI and its debts stay. Only the owners change.
Shortlist by CUI
We shortlist companies with you by their CUI (cod unic de înregistrare, the tax identification code). For each we look at age, VAT status, object of activity, county, share capital and registered office.
Free register checks
We search the public registers first: ANAF's inactive and VAT registers and the arrears list. Then come the balance sheets, the trade register data and the courts portal.
The seller's pack, checked for completeness
The company hands over its tax certificates, the trade register extract, the REGES-Online staff extracts and its bank proof. We check that nothing is missing before anyone signs.
A Bar-registered lawyer for the legal acts
A Bar-registered lawyer drafts the deed, the members' approval and the updated articles. Drafting them is a reserved activity under art. 3(1)(c) Law 51/1995. We coordinate the lawyer and never draft.
The ANAF notice file
We prepare the notice file. The company, the seller or the buyer files it with ANAF, or a CECCAR accountant or a lawyer acting for them.
The ONRC filing, followed to the entry
The company's legal representative files the change, or an attorney under a notarised power of attorney, or a lawyer. We follow it until the trade register shows the new member.
law the statute that sets the step law (2022 text) the 2022 text of Law 265/2022
RomaniaShelf Solutions selects, assembles, prepares and coordinates, and files nothing with ANAF
Bar-registered lawyer
Drafts the deed, the approval and the updated articles
law art. 3(1)(c) Law 51/1995The company, the seller or the buyer
Or a CECCAR accountant or a lawyer acting for them: files the ANAF notice
law Law 239/2025 art. VThe legal representative
Or an attorney under a power of attorney in authentic form, or a lawyer: files at ONRC
law (2022 text) art. 79 and 81 Law 265/2022The company's own accounting staff
Or a CECCAR member: keeps the books
law art. 10 Law 82/1991
How a purchase runs, step by step
Eight steps from shortlist to register entry. A time limit appears only where a statute sets one.
statutory a term set by statute statutory (2022 text) a term of the 2022 text of Law 265/2022 draft per the draft order of July 2026
from the transfer to the register entry
- 1
The transfer date
- 2
ANAF notice
- statutory within 15 days of the transfer
- draft how it is lodged and the 3-working-day certificate
- 3
ONRC filing
- statutory (2022 text) within 15 days of the act
- 4
Registrar's decision
- statutory (2022 text) one working day from the application
- 5
ONRC entry
- statutory the buyer is a member towards third parties
after the entry, two parallel windows
- 6
Creditors
- statutory 30 days from the Part IV publication
- 7
Guarantee
- statutory 60 days from registration
The line shows order, not scale: each term runs from the event it names.
Shortlist and run the free checks
You and we pick candidate companies by CUI. Then we read the public registers, before we ask the seller for a single document.
Collect the seller's pack
The company requests its ANAF tax certificate, issued in at most 3 working days and usable 30 days. It also requests its local-tax certificate, issued in at most 2 working days and valid 30 days (art. 158(5) and 159(3) Fiscal Procedure Code).
Check the buyer's side
Your other companies count towards the micro-enterprise ceiling. Your own cazier fiscal (tax record) bears on a VAT code. The intended administrator must be eligible to serve.
Draft and sign
A Bar-registered lawyer drafts the papers. A sale to an outsider needs the approval of at least three quarters of the capital, unless the articles differ (art. 202(2) Law 31/1990). The new administrator accepts expressly. The parties sign privately, with no notary.
Notify ANAF
The company, the seller or the buyer notifies ANAF within 15 days of the transfer (art. V(1)(a) Law 239/2025). Since 9 March 2026, this applies to any SRL member's shares (OUG 13/2026). We prepare the file.
Settle the arrears or arrange the guarantee
If the certificate shows arrears, they are paid, or a guarantee is posted. The company or the buyer posts cash at the State Treasury, a bank guarantee letter or a surety insurance policy. No mortgage or pledge qualifies.
File at ONRC and wait for the entry
The change is filed within 15 days of the act. The registrar decides within one working day (Law 265/2022, 2022 text). ONRC requests the tax certificate itself. If there are arrears, ANAF must agree to the guarantee.
After the entry
You are a member towards third parties from the entry. Update the beneficial owner within 15 days of the change (art. 56(3) Law 129/2019). Keep a Romanian payment account, and file further changes through our post-purchase company changes service.
Want the checks assembled before you pay?
Name a company or a profile. We assemble the free checks and the seller's pack before any money changes hands.
The due-diligence pack, check by check
The pack covers documents and registers. It is not a legal, tax or financial audit. Free registers come first, and searching the Romanian trade register has its own guide.
| Check | Issuer | Free or from the seller | Term and validity | What it shows, and what it does not |
|---|---|---|---|---|
| ANAF tax certificate (certificat de atestare fiscală) | ANAF | From the company; a prospective buyer only with the company's express consent (art. 160(1)); for the transfer itself the seller or the buyer may ask (art. V(2) Law 239/2025) | At most 3 working days; usable 30 days (art. 158(5) Fiscal Procedure Code) | Overdue tax on the last day of the month before the request (art. 158(2)): a snapshot, not a clearance from a future audit. More in the ANAF tax certificate guide |
| Local-tax certificate | Local tax office of the sector or town | From the company | At most 2 working days; valid 30 days (art. 159(3)) | Overdue local obligations and, as the case may be, those falling due until the first day of the next month (art. 159(2)) |
| ONRC extract (certificat constatator) | ONRC | Paid; the fee is set by order of the Minister of Justice (art. 11(7) Law 265/2022) | No term in the texts read | The data entered in the trade register (art. 11(1)), including the status: active, dissolved, in liquidation, in insolvency, in bankruptcy or suspended (art. 3(1)(i)) |
| ONRC status data and the Trade Register Bulletin | ONRC | Free | Bulletin within 3 working days of registration (art. 15(2)) | Name, seat, register number, CUI, status and legal representatives (art. 12(1)); the registrar's decisions |
| Inactive and VAT registers | ANAF | Free: the ANAF register of inactive taxpayers and the VAT register | Online: the inactive register by fiscal code or name, the VAT register by fiscal code | Whether the company is tax-inactive and whether it is registered for VAT under art. 316 Fiscal Code, on the day of the lookup |
| Published arrears list | ANAF | Free | Quarterly (art. 162(1)) | Totals above ANAF's thresholds only (100,000 lei for other legal persons): smaller arrears do not appear in it |
| Balance sheets | Ministry of Finance | Free: the Ministry of Finance lookup of balance sheets | The last six years, by CUI or name | The figures as the company filed them |
| Litigation | Courts | Free: the courts portal | Online case search | Cases on the courts' roll; the search does not promise to find every case |
| REGES-Online staff extracts | Labour Inspectorate | From the seller or the company's authorised user: an account needs authorisation and a valid Romanian personal number (CNP) | No term in the texts read | Extracts per employee, the employee list, contracts and terminations |
| Bank statements and payment-account proof | The company's bank | From the seller | A Romanian payment account at all times from 1 January 2026 (art. 1(1^2) and (1^3) Law 70/2015, inserted by Law 239/2025) | Whether the company meets the account duty; without an account the fine is 3,000 to 10,000 lei (art. 12(4)) |
Documents to collect and sign
Collect these for the lawyer, ONRC and the bank. They come on top of the registers in the table above.
From the seller
- The registered-office title and its expiry date
- The last annual accounts filed
- The beneficial-owner (beneficiar real) declaration in force
- The articles and the register of members (registrul asociaților)
- A list of pending cases
From the buyer
- An identity document, which the lawyer, the registrar and the bank each check
- A power of attorney in authentic form, or a QES to sign and file online
- Foreign official documents: apostille or superlegalisation, unless a treaty or EU rule removes it
- A legalised Romanian translation of each foreign document (art. 76 Law 265/2022)
- A company buyer: its registration data, the purchase resolution, the representative's power
- Your cazier fiscal (tax record) where the company holds a VAT code
Shelf SRL or trading company: the checks that differ
Two products sell under one name, and an aged Romanian SRL may be either. The table lists what each adds to the checks, not which to choose.
| Check | Shelf SRL that never traded | Trading company | Source |
|---|---|---|---|
| Employees and contracts | The REGES-Online extracts should show an empty employee list | The employee list, the contracts and the terminations, from the REGES-Online extracts | REGES-Online employer extracts |
| Pending cases | A search of the courts portal by company name | The same search, plus the seller's list of pending cases | Courts portal |
| Balance sheets and carried losses | Few or no filed years to read | Six years of filings; with carried losses, dividends come from current-year profit only after the legal reserves and the cover of the loss | Art. 69^1(1) Law 31/1990, inserted by Law 239/2025 |
| Capital by turnover | No turnover, so the 5,000 lei rule does not bite; no minimum is set for an existing SRL at or below 400,000 lei | Above 400,000 lei net turnover in the previous year's accounts: 5,000 lei, reached by 18 December 2027 | Art. VI(1) and VI(6) Law 239/2025 |
| Net assets below half the capital | The test on the last balance sheet | The same test: a fine of 10,000 to 200,000 lei, enforced against SRLs from 2027 | Art. 153^24(4^1) to (4^5) Law 31/1990, inserted by Law 239/2025 |
| Registered-office title | The title and its expiry date | The title and its expiry date | The seller's pack |
What you inherit and what the law can remove
Debts stay with the company, and some attributes can be lost. If the company turns out unwanted, liquidating a company in Romania is the exit.
| Item | Rule | Source |
|---|---|---|
| The company's debts | They stay with the company, and its assets guarantee them | Art. 3(1) Law 31/1990 |
| Your liability as a member | Up to the subscribed capital, unless limited liability is abused in fraud of creditors: then a member answers without limit for a dissolved or liquidated company's unpaid debts | Art. 3(3) and 237^1(3) Law 31/1990 |
| The former administrator | Jointly liable for taxes they caused, in bad faith, not to be declared or paid at maturity, for their own period only | Art. 25(2)(d) and 25(5) Fiscal Procedure Code |
| Creditors | 30 days from the Part IV publication to oppose an amendment of the articles; the transfer-specific opposition was repealed on 5 November 2020 | Art. 62(1) and 202(2^1) Law 31/1990 |
| Active status | Inactive after a calendar half-year without declarations, with no Romanian payment account, or with annual accounts more than 5 months late; dissolved if not reactivated within one year; while inactive, the company and its customers lose the deduction of expenses and VAT. More on a company declared inactive by ANAF | Art. 92(1)(a) and 92(4^1) Fiscal Procedure Code; Law 239/2025 art. I; art. 11(6)-(7) Fiscal Code |
| CUI | Kept for the company's whole existence; a transfer does not end the company, so the CUI does not change | Art. 127(2) Law 265/2022; art. 90(3) Fiscal Procedure Code |
| VAT code | Never promised. Cancelled from the date of inactivity; after 6 consecutive months (2 quarters) with no VAT return, or with returns showing no purchases and no supplies; or where the sole or majority member (50% or more) or an administrator has listed offences in the cazier fiscal | Art. 316(11)(a), (c)(2), (d) and (e) Fiscal Code; norms pt. 88(18) |
| Micro-enterprise regime | 1% of revenue; ceiling EUR 100,000 from 1 January 2026 (EUR 250,000 for 2025), counted with linked enterprises (întreprinderi legate); one designated micro where members hold over 25%; a second micro bought mid-year: the members choose which leaves, from that quarter; at least one employee, or an administrator paid at least the gross minimum wage under a mandate contract | Art. 47(1)(g) and (h), 47(1^1), 51(1), 51(4)(b), 52(7) and 54(3) Fiscal Code |
| Share capital | 5,000 lei by 18 December 2027 where the previous year's net turnover passed 400,000 lei; no minimum is set for an existing SRL at or below that turnover (a new SRL needs 500 lei) | Art. VI(1), (2) and (6) Law 239/2025 |
| Payment account and beneficial owner | A Romanian payment account at all times, fine 3,000 to 10,000 lei; the beneficial-owner declaration updated within 15 days of the change, fine 5,000 to 10,000 lei on the legal representative | Art. 1(1^2), 1(1^3) and 12(4) Law 70/2015; art. 56(3) and 57(1) Law 129/2019 |
Found something in the pack?
Describe the debt, the status or the missing document you found. Ask us to review the file before anything is signed.
A shelf SRL as a holding company
A shelf SRL can hold shares in other companies. The guide to holding activities under their CAEN code goes further. The rules below are profit-tax rules.
The holding pays profit tax
Profit tax is 16% (art. 17 Fiscal Code, 2026). The exemptions below are profit-tax rules. A micro-enterprise is taxed at 1% of revenue instead (art. 51(1)).
Dividends received and gains on a subsidiary
For profit tax, dividends received from a Romanian legal person are non-taxable (art. 23(a)). The gain on shares held at 10% or more for an uninterrupted year is non-taxable too (art. 23(i)).
Dividends between Romanian companies
These dividends fall outside the dividend tax where the recipient has held 10% or more for a full year at payment (art. 43(4)). Both companies must also pay profit tax without option or exception, or a substitute tax. Otherwise the tax is 16%.
Dividends paid onward
From 1 January 2026, dividends to an individual bear 16% (art. 97(7)). Dividends to a non-resident bear the same 16% before treaty relief (art. 224(4)(b)). An EU parent is exempt after holding at least 10% for an uninterrupted year ending on the payment date. It must also meet the form, residence and tax conditions (art. 229(1)(c)).
A micro SRL: left open
Under the Code's wording, it is open whether the 1% micro tax substitutes profit tax for these dividend exemptions. This page neither promises nor denies it.
Frequently asked questions
How much does it cost to buy a company in Romania?
Our fees are quoted on request, once we know the company and the work around it. The ready-made catalogue is the only place on this site with prices, and those are shelf prices. The ONRC extract's fee is set by order of the Minister of Justice. This page quotes no ONRC fee.
What if the company has hidden debts?
The ANAF tax certificate shows overdue tax on the last day of the month before the request. It is usable for 30 days (art. 158(2) and 158(5) Fiscal Procedure Code). ANAF's published arrears list shows only debts above its thresholds. At registration, ONRC requests the certificate itself. With arrears, ANAF's agreement to a guarantee must be shown.
Do I take over the company's debts, and does the former administrator walk away clean?
The debts stay with the company. A member answers only up to the subscribed capital, unless limited liability is abused in fraud of creditors (art. 3 and 237^1(3) Law 31/1990). The former administrator stays jointly liable for taxes they caused, in bad faith, not to be declared or paid, for their own period only (art. 25 Fiscal Procedure Code).
Can the company become inactive, and do the CUI and VAT code survive?
ANAF declares a company inactive after a calendar half-year without declarations. No Romanian payment account, or accounts over 5 months late, also count. The company is dissolved if not reactivated within a year. The CUI stays for the company's whole existence. We do not promise the VAT code: inactivity, silence, empty returns or the buyer's cazier fiscal can cancel it.
Will the company keep the 1% micro tax?
Not automatically. The EUR 100,000 revenue ceiling (from 1 January 2026) includes the buyer's linked enterprises. Where members hold over 25%, only one designated micro qualifies. A second micro bought mid-year forces a choice. The company needs at least one employee, or an administrator paid at least the gross minimum wage under a mandate contract (art. 47(1)(g), 51(4)(b), 52(7) Fiscal Code).
Will I have to raise the capital?
Only where the previous year's accounts show net turnover above 400,000 lei. The minimum is then 5,000 lei, reached by 18 December 2027 (art. VI(1) and VI(6) Law 239/2025). The text sets no minimum for an existing SRL at or below that turnover. The 500 lei minimum applies to a new SRL.
Can a foreigner buy a private company in Romania?
The texts cited on this page set no nationality or residence condition on a member of an SRL. Persons who cannot be founders under art. 6(2) Law 31/1990 cannot be administrators either (art. 73^1(1)). Since 2020, one person may be sole member of several SRLs. A buyer may already own others.
Do I need a notary, and when do I own the company?
No notary. The authentic form is compulsory in three listed cases, and a share transfer is not one of them (art. 204(2) Law 31/1990). A Bar-registered lawyer drafts the deed. Towards third parties, you are a member from the ONRC entry. The change is filed within 15 days, and the registrar decides within one working day (2022 text).
What does the ANAF rule on share transfers require?
Since 9 March 2026 (OUG 13/2026), it covers the transfer of any SRL member's shares. The company, the seller or the buyer 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 (Law 239/2025 art. V). Lodging details follow the July 2026 draft.
Which checks are free and which need the seller?
Free: ANAF's inactive and VAT registers, the published arrears list (debts above ANAF's thresholds only) and Ministry of Finance balance sheets. Also free: ONRC status data, the Trade Register Bulletin and the courts portal. From the seller or company: the ANAF and local-tax certificates and the REGES-Online extracts. A prospective buyer gets the first only with the company's express consent.
Can I buy without travelling?
An attorney under a power of attorney in authentic form can file the change, or a lawyer. Online filing with a qualified electronic signature under an eIDAS-listed scheme is also possible (art. 79, 81 and 83 Law 265/2022). Foreign documents carry an apostille or superlegalisation, unless a treaty or EU rule removes it. A legalised Romanian translation is always needed.
Can a shelf SRL be a holding company?
As a profit-tax payer, its dividends from Romanian companies are non-taxable. Its gains on holdings of 10% or more kept for an uninterrupted year are non-taxable too (art. 23(a) and (i) Fiscal Code). Dividends between Romanian companies fall outside the dividend tax on conditions (art. 43(4)). Whether a micro SRL gets these exemptions is open.
What are the steps to buy a company in Romania?
Shortlist the company, run the free checks, collect the seller's pack and have a Bar-registered lawyer draft the papers. The ANAF notice follows within 15 days of the transfer. Then any arrears are settled or a guarantee arranged. The ONRC filing comes within 15 days of the act (2022 text). You are a member towards third parties from the entry.
What taxes does a company I buy pay?
Profit tax is 16% (art. 17 Fiscal Code), or 1% of revenue under the micro regime where its conditions are met. Dividends distributed from 1 January 2026 to an individual bear a 16% final tax. The 10% rate stays only for dividends on 2025 interim accounts. Advice on your own case belongs to a CCF-registered tax consultant.
Ready to see the pack for a company?
Name the company or the profile you are after. We come back with the checks its pack needs and who supplies each document.