Share Transfer in Romania, the ANAF Notice and the ONRC Entry

With arrears, the company or the buyer posts a guarantee: cash at a State Treasury unit, a bank guarantee letter or a surety insurance policy. Per the draft, paying them first removes that step. ANAF's agreement is shown at ONRC. If still unpaid 60 days after registration, ANAF enforces the guarantee. On payment, it releases it (Law 239/2025, art. V).

As a member, the buyer answers only up to the subscribed capital (Law 31/1990, art. 3(3)). The company's debts stay with the company, which answers with its own assets. The buyer acquires a company that may owe tax. That is why you read the tax certificate before signing.

The CUI, yes: it is used for the company's whole existence (Law 265/2022, art. 127(2)). The VAT code is not promised. ANAF cancels it if the administrator, or the majority or sole shareholder (from 50% of the capital), has the listed offences in the fiscal record (art. 316(11)(c)(2) Fiscal Code).

Yes. OUG 13/2026 was published in Monitorul Oficial no. 181 of 9 March 2026. Since then, the rule of Law 239/2025 art. V covers the transfer of the shares of any SRL member, whatever the stake. The seller, the buyer or the company notifies ANAF within 15 days of the transfer; we prepare the file for them.

No notarised form is required for an SRL share transfer (Law 31/1990, art. 204(2)). A Bar-registered lawyer drafts the deed, the resolutions and the updated constitutive act. Drafting legal acts is reserved to lawyers (Law 51/1995, art. 3). A notary appears for a notarised power of attorney or the legalised translation of a foreign document (Law 265/2022, art. 76(2)).

No. Law 239/2025 art. V names only the two forms of art. 211(a) and (b) Fiscal Procedure Code. One is cash deposited at a State Treasury unit. The other is a guarantee letter from a credit institution or a surety insurance policy from an insurer. Other security falls outside the text, and ANAF's agreement is still shown at ONRC.

Yes, within the forms the law sets. The ONRC application is signed by hand or with a qualified electronic signature. A lawyer under a mandate or an attorney with a notarised power of attorney can file it. Foreign official documents need an apostille or superlegalisation unless a treaty or EU rule removes it, always with a legalised Romanian translation.

The law gives 15 days to notify ANAF and 15 days to file at ONRC. The registrar has one working day. Per the draft order, ANAF's certificate takes 3 working days. No official source gives an end-to-end figure. Arrears, a guarantee or a completion request add time that no source quantifies.

Publication in Part IV of the Official Journal costs 152 lei per manuscript page in 2026, VAT included, at the company's expense. No source fixes how many pages an act runs to. Per the draft order, ANAF's certificate after the notification is free. No ONRC fee figure is given here. Our own fee is on request.

From the entry of the transfer in the trade register, not from the signing (Law 31/1990, art. 203(2)). The administrators also record the transfer in the company's register of shareholders. Until the entry, the transfer cannot be relied on against third parties. The ONRC filing is due within 15 days of the act (Law 265/2022, art. 43(1)).

For a sale to an outsider, shareholders holding at least three quarters of the capital, unless the articles of association say otherwise (Law 31/1990, art. 202). A transfer between existing shareholders is free. A sole shareholder uses the powers of the general meeting alone and puts the decision in writing at once.

Yes. The legal representative files a new declaration at ONRC, not at ONPCSB, within 15 days of the change (Law 129/2019, art. 56). A missing declaration is fined 5,000 to 10,000 lei. The court may dissolve a company that still has none 30 days after the fine. The articles also carry the beneficial-owner data where the law provides.

A Romanian-resident individual pays 16% on the annual net gain, for income of 2026 (Fiscal Code, as amended by Law 239/2025), through the single return by 25 May of the following year. A non-resident individual's gain is Romanian-source income, and a treaty claim needs a tax residence certificate deposited with the company. This states the rule and computes no case.