New Rules for Transferring Shares in a Romanian SRL in 2026 — ANAF Notification, Tax Clearance, and What Buyers Must Know
Introduction
Selling or buying shares in a Romanian limited liability company (SRL) used to be a relatively straightforward process. A share purchase agreement, an updated articles of association, and registration with the Trade Registry — and the deal was done, often within days.
That changed on 18 December 2025, when Law No. 239/2025 entered into force. The law introduces mandatory fiscal controls on the transfer of controlling stakes in SRLs, effectively making the Romanian tax authority (ANAF) a gatekeeper in the transaction process. If the target company has any outstanding tax liabilities, the share transfer cannot be registered — and therefore cannot produce effects against third parties — until ANAF has been notified, a tax clearance certificate has been obtained, and guarantees covering the outstanding debts have been approved.
These rules apply to any transfer that results in a change of control, which includes most M&A transactions involving Romanian SRLs. For investors, this means that deal timelines, due diligence procedures, and transaction documentation all need to be reconsidered.
This article explains the new rules in detail, identifies the practical challenges, and outlines what buyers and sellers should do to ensure a smooth closing.
Before vs. After Law 239/2025
A side-by-side comparison of the rules governing share transfers in Romanian SRLs.
| Aspect | Before (until 17 Dec 2025) | From 18 December 2025 |
|---|---|---|
| ANAF notification | Not required. Share transfers were a matter between the parties and the Trade Registry. | NewMandatory within 15 days of the transfer date. The seller, buyer, or company must notify ANAF with the SPA and updated articles of association. |
| Tax clearance certificate | Not required for share transfers. Only needed for certain other corporate procedures. | NewRequired before Trade Registry registration. Must disclose the company's outstanding tax liabilities. Can be requested by seller or buyer. |
| Guarantees for tax debts | Not required. Tax debts remained with the company regardless of ownership changes. | NewIf the company has outstanding tax liabilities, the buyer or company must provide a bank guarantee or blocked funds covering the full amount. ANAF must approve before registration. |
| Trade Registry filing | Standard filing — SPA, updated articles, shareholder resolution. Typically completed within days. | ChangedStandard filing plus proof of ANAF guarantee approval (if debts exist). Timeline depends on ANAF processing speed. |
| Scope of rules | All share transfers treated equally regardless of size or effect on control. | NarrowedNew fiscal rules apply only to transfers resulting in a change of control (majority of voting rights). SRLs only — joint-stock companies (SA) are excluded. |
| Post-transfer enforcement | No specific mechanism. ANAF could pursue the company for tax debts under general rules. | NewIf debts are not settled within 60 days of registration, ANAF enforces the guarantees directly — calling the bank guarantee or accessing blocked funds. |
| Minimum share capital | RON 1 (symbolic). No turnover-based thresholds. | IncreasedRON 500 for new SRLs. RON 5,000 for SRLs with net turnover above RON 400,000. Existing companies have a two-year transition period (until 18 Dec 2027). |
What triggered the reform
Law 239/2025 was adopted as part of the Romanian Government's second fiscal measures package ("Package II"), a broad set of reforms aimed at reducing the budget deficit, strengthening financial discipline, and protecting public revenue. The law amends several pieces of legislation, including the Companies Law (Law No. 31/1990) and the Fiscal Procedure Code.
The share transfer provisions specifically target a well-known risk: controlling shareholders disposing of their interest in companies with unpaid tax debts, leaving the state as an unsecured creditor of a now-undercapitalised entity with new owners who bear no historical liability. By conditioning the registration of the share transfer on fiscal clearance, the law effectively prevents this scenario.
The mechanism is not entirely new. Prior to 2020, Romanian law contained a somewhat similar regime where ANAF could oppose share transfers in certain circumstances. That system was removed as part of the liberalisation reforms that also eliminated the minimum share capital for SRLs. Law 239/2025 brings fiscal scrutiny back, but through a different mechanism — guarantees and notification rather than outright opposition.
Which transfers are affected
The new rules apply exclusively to transfers of shares in a limited liability company (SRL) that result in a change of control.
While Law 239/2025 does not define "control" independently, it refers to the definition contained in the Romanian Fiscal Procedure Code. Under the Fiscal Procedure Code, control means holding a majority of voting rights either in the general meeting of shareholders or within the board of directors of the company.
In practical terms, this means the rules are triggered when a transferor sells enough shares that the buyer — alone or together with other parties — gains the ability to determine decisions in the general meeting or on the board. The most obvious scenario is the sale of a 51% or greater stake, but the rules may also apply to smaller transfers if they result in a shift in the majority of voting rights — for example, where a 30% shareholder sells to another existing shareholder who already holds 25%, bringing the buyer's total to 55%.
Notably, the rules apply only to SRLs. Transfers of shares in joint-stock companies (SA) are not covered by these provisions.
The three-step procedure
The new share transfer process for controlling stakes in SRLs follows a three-step sequence involving both the parties and ANAF.
Step 1: Notification to ANAF within 15 days
Within 15 days from the date the transfer is executed, either the seller, the buyer, or the company itself must notify ANAF of the transaction. The notification must include the share purchase agreement (or other transfer instrument) and the updated articles of association reflecting the identification details of the new shareholders.
The law does not specify a standard form for this notification. A joint order from ANAF and the National Trade Registry Office (ONRC) is expected to provide implementation details, but as of the date of this article, this order has not yet been published. In the interim, parties should prepare a formal written notification addressed to the competent ANAF office (typically the one with jurisdiction over the company's registered office), accompanied by certified copies of the transfer documentation.
The 15-day deadline runs from the date of the transfer, which under Romanian law is typically the date the share purchase agreement is validly concluded between the parties.
Step 2: Tax clearance certificate and guarantees
A tax clearance certificate (certificat de atestare fiscală) must be obtained for the company. Either the seller or the buyer may request this certificate from ANAF.
The tax clearance certificate will show whether the company has any outstanding liabilities to the state budget — including unpaid taxes, social contributions, customs duties, fines, and any other amounts that are under enforcement by ANAF.
If the certificate shows no outstanding liabilities, the process moves directly to Step 3.
If the certificate shows outstanding liabilities, the company or the buyer must provide guarantees to ANAF covering the full amount of those liabilities. The guarantee can take the form of a bank guarantee letter or blocked funds. ANAF must approve the adequacy of the guarantees before registration can proceed.
This is the most critical step from a transaction perspective. The requirement to provide guarantees means that the buyer or the company must effectively secure the full amount of the target's tax debts before closing — or more precisely, before the transfer can be registered and become enforceable against third parties.
Step 3: Registration with the Trade Registry
The share transfer is registered with the Trade Registry (ONRC) following the standard procedure, with one additional requirement: if the company had outstanding tax liabilities, the registration file must include evidence that ANAF has approved the guarantees.
If no liabilities were identified, the registration proceeds based on the tax clearance certificate alone.
Until registration is completed, the transfer does not produce effects against third parties. This means that the buyer does not formally become a shareholder vis-à-vis the company, its creditors, or the authorities until the Trade Registry reflects the change.
Share Transfer — Step by Step
The complete procedure for transferring a controlling stake in a Romanian SRL under Law 239/2025.
Execute the share purchase agreement
Parties: Seller & Buyer
Notify ANAF of the transfer
Who notifies: Seller, Buyer, or the Company
Obtain the tax clearance certificate
Requested by: Seller or Buyer
Constitute guarantees for outstanding debts
Provided by: Buyer or the Company
Register with the Trade Registry
Filed by: the Company or authorised representative
Settle liabilities or face guarantee enforcement
Obligation: the Company
The 60-day enforcement window
If the amounts shown in the tax clearance certificate are not paid within 60 days from the date the share transfer is registered with the Trade Registry, ANAF has the right to enforce the guarantees — meaning it can call the bank guarantee or access the blocked funds to satisfy the outstanding liabilities.
This creates a practical incentive for the buyer to ensure that the company's tax debts are settled promptly after closing. It also means that the guarantees are not merely a formality — they are enforceable instruments with a defined timeline.
What this means for buyers
The new rules fundamentally change how a buyer should approach an acquisition of a controlling stake in a Romanian SRL.
Due diligence becomes more critical than ever. A buyer must obtain a clear picture of the target company's fiscal position before signing. This includes not only liabilities reflected in the company's books but also potential liabilities arising from ongoing or anticipated tax audits, transfer pricing adjustments, or disputed assessments. The tax clearance certificate will reflect amounts already under enforcement, but a thorough tax due diligence should go further.
Deal timelines must account for ANAF processing. Obtaining the tax clearance certificate, constituting guarantees, and securing ANAF's approval all take time. In the absence of implementing legislation setting clear processing deadlines, the timeline is uncertain. Parties should build in adequate buffers between signing and anticipated closing — particularly for targets with any fiscal history.
Transaction documentation must allocate responsibility. The share purchase agreement should clearly specify which party is responsible for the ANAF notification, who requests the tax clearance certificate, who provides the guarantees, and who bears the economic cost of those guarantees. It should also address what happens if ANAF delays its approval or if the tax clearance certificate reveals liabilities that were not disclosed or expected.
Guarantee costs are a real deal expense. A bank guarantee letter is not free. Banks typically charge an annual fee (often between 1% and 3% of the guaranteed amount) and may require collateral. If the target company's tax debts are significant, the cost of the guarantee can materially affect the economics of the deal. This cost should be factored into the purchase price negotiation.
Escrow and indemnity mechanics may need adjustment. Many SPA structures already include escrow or holdback mechanisms for tax liabilities. The new regime creates an additional layer: even if the buyer has negotiated an indemnity from the seller for pre-closing tax liabilities, the buyer (or the company) may still need to provide a bank guarantee to ANAF upfront. The interplay between these mechanisms should be carefully structured.
Bank Guarantee Cost Estimator
Estimate the cost of the ANAF-required bank guarantee when transferring a controlling stake in an SRL with outstanding tax liabilities.
This is an indicative estimate only. Actual bank guarantee fees depend on the issuing bank's terms, the applicant's creditworthiness, and available collateral. EUR conversion uses an approximate rate of 1 EUR = 5 RON. This tool does not constitute legal or financial advice.
What this means for sellers
Tax compliance before exit is now essential. A seller who wants a clean and fast sale should ensure the company has no outstanding tax liabilities well before initiating a sale process. This includes settling not only current taxes but also resolving any pending disputes with ANAF that could crystallise into enforceable liabilities.
The seller can also request the tax clearance certificate. This allows the seller to proactively assess the situation and address any surprises before they become deal obstacles. In practice, obtaining the certificate early — even before signing — provides transparency to both parties and can accelerate the closing timeline.
Sellers may face pressure to indemnify or contribute to guarantee costs. Buyers will reasonably argue that pre-closing tax debts are the seller's responsibility, and may seek contractual mechanisms requiring the seller to either settle those debts before closing or bear the cost of the guarantees required by ANAF.
Open questions and implementation gaps
Several important questions remain unanswered pending the issuance of the implementing norms (the joint ANAF-ONRC order):
What is the exact notification procedure? The law requires notification to ANAF but does not prescribe the format, the competent office, or the supporting documents beyond the SPA and updated articles. Until the implementing order is published, parties and their counsel will need to adopt a conservative approach and provide comprehensive documentation.
How long will ANAF take to review guarantees? The law does not impose a deadline on ANAF for approving the guarantees. In practice, ANAF's response time is unpredictable and can vary significantly depending on the local office, the complexity of the case, and the volume of pending requests. This is a material risk for time-sensitive transactions.
What happens to transfers already in progress? Law 239/2025 entered into force on 18 December 2025. Transactions that were signed but not yet registered at the Trade Registry as of that date may fall under the new regime. Parties in this situation should seek specific legal advice.
How will indirect transfers be treated? The law addresses transfers of shares "in" an SRL. It does not explicitly address indirect transfers — for example, where a foreign parent company transfers its shares in a holding entity that in turn holds the Romanian SRL. Whether ANAF will seek to apply these rules to indirect changes of control remains to be seen.
Interaction with other Law 239/2025 reforms
The share transfer rules do not exist in isolation. They are part of a broader reform package that reshapes the corporate landscape for Romanian SRLs. Buyers and sellers should also be aware of the following changes introduced by the same law.
Minimum share capital requirements have been reinstated. Newly incorporated SRLs must now have a share capital of at least RON 500. Existing SRLs with annual net turnover exceeding RON 400,000 must increase their share capital to at least RON 5,000 within two years of the law's entry into force (i.e., by 18 December 2027). Failure to comply exposes the company to dissolution. For a detailed analysis of this requirement, see our article on Romania's new share capital rules for SRLs.
Mandatory Romanian bank account. All legal entities must maintain at least one bank account or treasury account in Romania. Companies without an account risk being declared fiscally inactive by ANAF, which can lead to suspension of the VAT code and, ultimately, dissolution.
New piercing the corporate veil scenarios. Companies distributing interim dividends cannot grant loans to shareholders or affiliates until those distributions are regularised. Companies with net assets below half of their share capital cannot repay loans to shareholders or affiliates. Breach of either restriction triggers joint liability of the company and the relevant shareholder for the company's outstanding tax obligations, up to the amount of the loan granted or repaid.
Mandatory debt-to-equity conversion. If a company's net assets remain below half of its share capital for two consecutive financial years and the company has outstanding shareholder loans, those loans must be converted into equity. Non-compliance is sanctioned with fines of RON 40,000 to RON 300,000. These provisions apply from 2027, based on financial statements for financial years starting on or after 1 January 2025.
For buyers, these collateral rules are equally important. A target company with negative net assets, outstanding shareholder loans, or no Romanian bank account presents additional compliance risks that may affect deal structure, pricing, and post-closing obligations.
Practical checklist for share transfers in 2026
Before signing: Request a preliminary tax clearance certificate for the target company to assess the fiscal position. Conduct thorough tax due diligence, covering not only current liabilities but also potential exposure from audits, disputes, and transfer pricing. Verify whether the target meets the new minimum share capital requirements. Confirm the target has an active Romanian bank account. Review the target's net asset position and any outstanding shareholder loans.
At signing: Allocate responsibility for the ANAF notification, the tax clearance certificate request, and the provision of guarantees in the share purchase agreement. Include specific conditions precedent relating to ANAF clearance. Address guarantee costs in the purchase price mechanics. Build in a realistic timeline between signing and expected closing.
After signing, before closing: Submit the formal notification to ANAF within 15 days of the transfer date. Obtain the definitive tax clearance certificate. If outstanding liabilities are identified, constitute the required guarantees and obtain ANAF's approval. Prepare the Trade Registry filing, including evidence of ANAF approval if applicable.
After registration: Monitor the 60-day period for settlement of outstanding tax liabilities. Ensure timely payment to avoid enforcement of the guarantees. Arrange for the release of the guarantees once all liabilities are cleared.
How we can help
At Mihai Attorneys, we advise buyers, sellers, and investors on corporate transactions involving Romanian companies — from early-stage structuring to closing and post-closing integration. We have direct experience navigating the regulatory requirements introduced by Law 239/2025 and work closely with tax advisers to ensure that fiscal compliance does not become a deal-breaker.
If you are planning to acquire or sell a controlling stake in a Romanian SRL, or if you need to assess the impact of the new rules on an ongoing transaction, contact us for a confidential initial consultation.
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