The transfer of shares in a Romanian limited liability company, or SRL, has become more formal and more sensitive from a tax compliance perspective in 2026. Recent legislative changes introduced a preliminary stage involving ANAF, especially to prevent shareholders from leaving companies with outstanding tax debts through artificial or abusive share transfers. Under the updated rules, any transfer of SRL shares, whether between existing shareholders or to third parties, must be notified to ANAF in order to become opposable to the tax authority.
The first step is the ANAF opposability procedure. Within 15 days from the share transfer, the seller, the buyer or the company must submit to ANAF the share transfer deed and the updated Constitutive Act. If the SRL has outstanding tax liabilities recorded in the tax clearance certificate, the buyer or the company must provide guarantees covering those amounts and obtain ANAF’s approval regarding the guarantees. These guarantees may include a dedicated Treasury deposit, a letter of guarantee, an insurance policy, a mortgage or a pledge. If the outstanding tax debts are paid within 60 days from the registration of the transfer with the Trade Register, the guarantees are returned; otherwise, ANAF may enforce them.
After the ANAF stage is completed, the company may proceed with the registration of the share transfer with the Romanian Trade Register, ONRC. The filing should include proof of notification to ANAF and, where applicable, ANAF’s approval of the guarantees, together with the usual corporate documents for a SRL share transfer: the updated articles of association, shareholders’ resolution, share transfer agreement, identification documents, mandatory declarations and proof of publication fees. Once ONRC approves the filing, the transfer becomes registered and opposable not only to ANAF, but also to other third parties. For investors, founders and shareholders in Romanian SRLs, this means that share transfers in 2026 require careful sequencing, tax verification and proper documentation before the transaction can produce full legal effects.
For a detailed analysis in Romanian, see the author’s full article published on Avocatnet.ro