Sep 15, 2026

Share Transfers in a Romanian SRL: The ANAF Notification and Its Contractual Implications

Until the end of 2025, transferring shares in a Romanian limited liability company (societate cu răspundere limitată, or “SRL”) followed a predictable course: a shareholders’ resolution, a share transfer agreement, updated articles of association, and a filing with the Trade Register.

The transaction has since acquired a tax dimension. A transfer of shares is no longer effective as against the central tax authority unless a notification step and, in certain cases, a step involving the constitution of security have been completed. The consequences are felt in the transaction timetable, in the structure of the price payment, and in the content of the contractual documentation.

Legal framework

Three successive interventions have produced the current regime:

Law no. 239/2025 (the “Law”), applicable as of 18 December 2025, introduced in Article V the conditions under which a share transfer becomes effective as against the central tax authority: notification to ANAF (the Romanian National Agency for Fiscal Administration) and, for companies with outstanding liabilities, the constitution of security.
GEO no. 13/2026 (the “GEO”), published in the Official Gazette no. 181 of 9 March 2026, removed the reference to the shareholder holding control of the company. As of that date, the regime applies to a transfer of shares by any shareholder.
The draft joint order of ANAF and the Ministry of Justice (the “Draft Order”), released for public consultation on 2 July 2026, sets out the implementing procedure and the framework for cooperation between ANAF and the National Trade Register Office (“ONRC”).

Scope of application

Under the initial wording of the Law, the regime applied to transfers made by the shareholder holding control of the company. The amendment introduced by the GEO extended its application to a transfer of shares by any shareholder, irrespective of the percentage transferred.

This brings within the scope of the rules a number of situations that are not, in practice, perceived as sales of companies:

an investor acquiring a minority holding from an existing shareholder;
the exit of a co-founder transferring their stake;
intra-group reorganisations in which a holding is transferred between entities of the same group;
transfers between related parties or between family members.

The notification obligation applies even where the company has no outstanding tax liabilities. The absence of arrears removes the requirement to constitute security, but not the procedural step of informing the tax authority.

The procedure

Notification. The notification must be filed within 15 days of the transfer date, by the company, the transferor or the transferee. It is not necessary for all three to file; it is sufficient that one of them performs the obligation. Filing may be made with the registry of the competent tax office, by post with acknowledgement of receipt, or through the Virtual Private Space (Spațiul Privat Virtual), ANAF’s online portal, the latter also providing evidence that the deadline has been met.

The notification must be accompanied by the share transfer instrument and by the updated articles of association reflecting the shareholding structure following the transfer.

Tax clearance certificate. According to the Draft Order, the tax authority reviews the company’s tax records and issues the certificate within 3 working days of the filing of the notification. Where the supporting documentation is incomplete or unclear, the tax authority may request further information. The Draft Order does not clarify the effect of such a request on the three-day deadline.

Constitution of security. If the certificate records outstanding tax liabilities or other budgetary claims, the company or the transferee must constitute security covering their value. The original evidence is filed with the tax office responsible for administering the company’s liabilities.

Registration with the ONRC. When processing the registration application, the National Trade Register Office obtains the tax clearance certificate directly from ANAF. Where there are no arrears, the application is processed without further formalities. Where arrears exist, registration is conditional upon the tax authority’s agreement as to the security constituted.

Liabilities arising during the procedure. If new arrears arise between the constitution of the security and the issuance of the certificate requested by the ONRC, the security must be increased or the liabilities settled.

Permitted forms of security

The Law refers to the forms of security set out in Article 211(a) and (b) of the Fiscal Procedure Code:

a cash deposit with a unit of the State Treasury;
a letter of guarantee issued by a credit institution, or a surety insurance policy issued by an insurance company.

The reference does not extend to mortgages over movable or immovable assets, nor to pledges, although these are among the forms of security generally provided for by the Fiscal Procedure Code.

This restriction has a direct practical effect. Covering outstanding liabilities requires either blocking the corresponding amount with the Treasury or obtaining a bank letter of guarantee or a surety insurance policy. The company’s assets cannot be used for this purpose. The result is a liquidity cost arising before completion of the transfer which, absent a contractual allocation, remains undetermined as between the parties.

The deadline for settling the liabilities

The liabilities recorded in the tax clearance certificate must be settled within 60 days of the date on which the transfer is registered with the Trade Register. Upon expiry of that period, and if the liabilities have not been duly settled, the security constituted is enforced by the central tax authority.

Three points are of practical relevance. The period runs from registration with the ONRC, not from the date the agreement is signed or the notification is filed. It is mandatory in nature and cannot be suspended or extended by agreement of the parties. And the security is released only once the liabilities have been settled in full, by way of an administrative decision of the tax authority.

The result is an obligation that survives registration of the transfer, during a period in which the transferee is taking over operational control of the company. In the absence of an express contractual provision, the allocation of that obligation remains an open question between transferor and transferee.

Points to be addressed in the share transfer agreement

The procedure described gives rise to a number of points that are not ordinarily dealt with in share transfer agreements drafted for the purpose of registration with the Trade Register.

The transfer date. The 15-day period for notifying ANAF runs from this date. In transactions where signing and the actual transfer of the shares occur at different moments — for example as a result of a condition precedent, an approval, or a payment mechanism — the agreement should identify the transfer date unambiguously.

The party filing the notification. The Law allows any of the three parties to notify. Designating a single responsible party in the agreement, together with an obligation to provide the others with evidence of filing, reduces the risk that none of them performs the obligation.

Bearing the cost of the security. A cash deposit with the Treasury or the fees associated with a letter of guarantee represent a real cost, which may be allocated to either party, together with a recovery mechanism where the security is constituted by the transferee in respect of liabilities relating to the period prior to the transfer.

Settlement of the liabilities within the 60-day period. Assuming this obligation expressly, with an internal deadline shorter than the statutory one and with evidence of payment provided to the other party, avoids the situation in which the security is enforced without either party having considered itself bound to pay.

Liabilities arising after the security has been constituted. The increase of the security, the deadline for doing so, and the party bearing the cost.

Linking payment of the price to registration. Structures making part of the price conditional upon registration of the transfer with the ONRC or upon release of the security, including through escrow arrangements, respond to the fact that completion of the transfer no longer depends exclusively on the will of the parties.

Tax representations and warranties from the transferor, together with an indemnity covering liabilities relating to the period prior to the transfer, including those identified subsequently in the course of a tax audit.

Reviewing the company’s tax position before signing allows these points to be negotiated on an informed basis. Requesting the certificate after signing leaves the parties to discover, at a later stage, matters that affect the timetable and the cost of the transaction.

Implications for international groups

For an investor based outside Romania, the regime produces a number of effects that group planning does not typically anticipate.

The acquisition of shares in a Romanian SRL now includes a tax verification step preceding registration. Without the tax clearance certificate and, where applicable, without the tax authority’s agreement as to the security, the transfer will not be registered with the Trade Register.

Obtaining a letter of guarantee from a credit institution requires internal approvals and documentation, over a period that may exceed the usual estimates for a Trade Register filing. The alternative — a cash deposit with the State Treasury — requires the actual transfer of funds into Romania.

Intra-group reorganisations follow the same procedure. The transfer of a holding in a Romanian SRL between two entities of the same group falls within the scope of the rules even where the ultimate beneficial owner remains unchanged.

Finally, choosing a foreign governing law for the share transfer agreement or for the share purchase agreement does not displace these obligations. The notification, the security and the 60-day period are governed by overriding mandatory provisions of Romanian law, which apply irrespective of the law chosen by the parties to govern their contractual relations. The transaction documentation may be governed by a foreign law as regards price, representations and remedies, provided that the tax and registration obligations are reflected in it as such.

Current status of the rules

The draft joint order was released for public consultation on 2 July 2026. Until it is published in the Official Gazette, the final wording may differ, in particular as regards deadlines, the notification template, and the flow of communication between the two institutions.

Until the exchange of data between ANAF and the ONRC is fully operational, practice at the counter may not correspond entirely to the wording of the procedure. The applicable requirements should therefore be verified as at the date on which the file is actually submitted.

This article is of a general informative nature and does not constitute legal advice. For an analysis tailored to your specific situation, the Gorici Legal team can be contacted here.