As per 1 January 2026 selling shares in Romania is more complicated. The transfer of controlling interests is now under rigorous financial examination. As of January 1, 2026, registering a share transfer for a Romanian Limited Liability Company (SRL) at the National Agency for Fiscal Administration (ANAF) has become a strict, mandatory step, particularly for transfers involving a controlling stake. This process is governed by new legislation (Law 239/2025 and 245/2025) designed to prevent the transfer of fiscal debt.
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If you are selling a controlling stake in a Romanian Limited Liability Company (SRL), new rules from 2026 require additional actions:
- 15-day Notification: The transfer must be notified to ANAF within 15 days of the transfer.
- Tax Clearance: Before registering the transfer at the Trade Registry, a tax clearance certificate must be obtained from ANAF. If the company has outstanding tax debts, guarantees must be provided to ANAF.
Due Diligence: It is essential for buyers to perform comprehensive due diligence regarding tax liabilities.
The registration of a share transfer (cession of social parts) in 2026 is governed by the rules of simplification and digitalization (Law 265/2022), which facilitate electronic submission and prompt resolution of the case, typically within one business day of the application being filed. This process includes amending the articles of incorporation and notifying ANAF within a period of 15 days.
Here are the detailed steps for the year 2026:
1. Procedural stages and required documents (Trade Registry – ONRC) for selling shares in Romania
The registration request (note) should be submitted to the ONRC (Office of the Trade Register near the Court), preferably via the online services portal of ONRC, utilizing a qualified electronic signature.
Necessary documents:
- Application for registration (standard form).
- Transfer document (Social share assignment contract) – executed between the selling partner and the purchasing partner, authenticated if necessary (for SRL’s, a written form is generally adequate, though authentication is advised for added certainty).
- Updated Articles of Incorporation (reflecting the new partners and the revised structure of the share capital).
- The decision made by the General Assembly of Associates (AGA) to approve the transfer.
- Certificate of confirmation for the authorization/modification of activities (if the changes also involve a relocation or alteration of the business purpose).
- Proof of payment for the legal fees (publication in the Official Monitor).
2. ANAF Notification (Tax Obligations 2026) for selling shares in Romania
Within a maximum of 15 days from the date of the assignment, the National Agency for Fiscal Administration (ANAF) must be notified.
Procedure: A Declaration of Amendments (010/017) must be submitted to ANAF, accompanied by the transfer documents and the updated articles of incorporation, in accordance with the new tax changes effective in 2026.
Fiscal Certificate: In 2026, the assignment procedure requires careful attention to tax liabilities, necessitating a review of the company’s tax status (which includes checking the ANAF “shame list” or obtaining a CAF – Fiscal Certification).
Form 212 (Single Declaration): If the transfer resulted in a gain (profit) for the individual (seller), it must be reported through the Single Declaration (form 212) by the legal deadline (usually May 25 of the following year, but it is recommended to consult the ANAF 2026 guidelines for possible updates).
3. Important Aspects in 2026
Deadline for resolution: The registration request will be processed within one business day from the date of registration.
Digitization: Documents must be submitted in electronic format, signed with an electronic signature, in accordance with Law 265/2022.
Risks: In the event that the company incurs debts, ANAF may adopt a stricter
Failing to register within the designated timeframe may lead to penalties.
Note: The information is based on the applicable legislation as of early 2026. It is advisable to check the ONRC and ANAF portals for any specific changes that may occur throughout the year.
SOME INTERESTING LINKS:
My Vlog on Romania Website on investment in Romania
Quick guide on company incorporation in Romania 2025
Vlog for entrepreneurs in Romania – subscribe please YOUTUBE CHANNEL of Freddy Jacobs
Romania’s Fiscal Changes for 2026