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Transferring Shares in a Romanian SRL: What the 2026 ANAF Clearance Means for Foreign Buyers and Sellers

Since 9 March 2026, a share transfer in a Romanian SRL is not enforceable against the tax authority unless ANAF has been notified within 15 days, the company holds a tax clearance certificate, and any outstanding tax debt is covered by a guarantee. This applies to every transfer — one share, a friendly reshuffle between existing shareholders, a family transfer. Percentage no longer matters.

If you are buying into or exiting a Romanian company from abroad, the practical consequence is a calendar problem: the 15-day clock starts at the transfer, and nothing in the new procedure waits for documents to travel.

Why Romania added a tax filter

Between 2020 and 2025 the transfer got progressively easier. Law no. 223/2020 abolished the publication-and-opposition stage and reduced the trade register formalities to a single filing. The predictable side effect was that an SRL carrying tax arrears could change hands in days, leaving the state with a claim against an empty shell.

Law no. 239/2025 and then GEO no. 13/2026 (Official Gazette no. 181 of 9 March 2026) put a filter back — at ANAF rather than in court. The 2025 version only bit when control of the company changed. From March 2026 it applies to any transfer whatsoever.

The four conditions, and who does what

For the transfer to be enforceable against the central tax authority, all four must be met:

1. Notice to ANAF within 15 days of the transfer, by the seller, the buyer or the company, enclosing the transfer deed and the updated articles of association showing the new shareholders. This is due even when the company owes nothing.
2. The company’s tax clearance certificate (certificat de atestare fiscală). You no longer obtain and file it — ONRC requests it directly from ANAF.
3. Guarantees for any outstanding tax liabilities, in the forms allowed by the Fiscal Procedure Code: a cash deposit with the Treasury, a bank guarantee letter or guarantee insurance policy, or a mortgage or pledge. Without ANAF’s agreement on the guarantee, the trade register entry is not made.
4. Registration of the change at ONRC, after the tax check clears.

If the tax debt is not settled within 60 days of registration, ANAF enforces the guarantee. No separate court process is needed.

The company-law rules still sit on top

The tax filter is an addition, not a replacement. Under art. 202 of Law no. 31/1990:

• transfers between existing shareholders are free;
• transfers to someone outside the company require approval by shareholders holding at least three-quarters of the share capital — unless the articles of association say otherwise.

Read the articles first. Many Romanian SRLs incorporated after 2020 include a free-transferability clause, which removes the need for a shareholders’ meeting altogether. That single clause can save a week of coordination across time zones.

What this changes if you are not in Romania

Four practical points that do not appear in the ordinance but decide whether your closing date holds.

ANAF has no statutory response deadline. The law imposes a 15-day obligation on you and none on the authority. For a deal with a fixed completion date, build in slack — this is a scheduling risk, not a theoretical one.

You need Romanian representation before the clock starts, not after. The notice goes to the competent tax office, in practice through the company’s Virtual Private Space account. If neither party has access, the 15 days can be consumed entirely by setting it up. Grant the power of attorney in the same round of paperwork as the transfer deed.

Foreign corporate documents need legalisation. If the incoming shareholder is a company incorporated abroad, ONRC will want its registration extract, apostilled and accompanied by a sworn Romanian translation. That chain routinely takes longer than the tax check.

The UBO declaration is a second, separate 15-day deadline. A change in the shareholding almost always changes the beneficial ownership picture, and that filing goes to ONRC on its own clock. Two 15-day deadlines, two authorities, one event — see the UBO rules for foreign-owned SRLs.

Tax on the seller’s gain

For an individual seller, the gain on a transfer that does not go through an authorised intermediary is taxed at 16% from 1 January 2026, up from 10%. It is self-assessed and declared in the annual unique return (form D212), due by 25 May of the following year.

The base is the gain, not the price: sale price, less the acquisition cost (usually the nominal value of the shares if you were a founder), less expenses directly attributable to the transaction.

A founder who paid in RON 500 of nominal capital and sells for RON 180,000, with RON 2,000 of transaction costs, has a gain of RON 177,500 and pays RON 28,400 in tax. Under the old 10% rate the same deal cost RON 17,750.

On health contributions (CASS), be careful before you assume either way. For a Romanian tax resident, investment gains count towards the CASS thresholds and can add up to RON 9,720 for 2026. A seller who is not a Romanian tax resident and is not insured in the Romanian health system is normally outside that regime, but the answer depends on your social-security coordination position (an A1 or S1 certificate, or the treaty in play) rather than on where you happen to live. Get it confirmed for your own case before you net the proceeds.

Romania’s double tax treaties may also reallocate the taxing right over the gain, particularly where the company is not property-rich. That analysis is treaty-specific and should be done before signing, not at filing time.

A realistic timeline

Stage	Who	Typical timing
Check the articles for a transfer clause	Buyer’s counsel	Day 0
Shareholders’ resolution, if required	Company	Day 0–5
Transfer deed and updated articles signed	Parties or attorney	Day 0–5
ANAF notice	Seller, buyer or company	Within 15 days of transfer
ONRC filing; ONRC requests tax certificate	Company	After the notice
Guarantee, if debt exists	Buyer or company	Before the registration
Trade register entry	ONRC	After the tax check
Debt settled	Company	Within 60 days of registration
UBO declaration updated	Company	Within 15 days of the change
Tax return on the gain	Seller	By 25 May of the following year

Key points

• Every transfer, of any size, now goes through an ANAF check — since 9 March 2026.
• 15 days to notify ANAF, even if the company is debt-free.
• ONRC pulls the tax clearance certificate itself; you do not file it.
• Company debt means a guarantee before registration and 60 days before enforcement.
• Individual sellers pay 16% on the gain from 2026, via the annual return.
• ANAF has no response deadline — do not sign to a fixed completion date without slack.

Before you sign anything

The order matters: tax clearance first, price second, signature third. We run the target company’s real tax position, prepare the ANAF notice and assemble the trade register file. If you are still at the earlier stage, see how we set up a Romanian company for non-residents or check pricing.