The „rules of the game” for transferring shares in Romanian companies have changed significantly. With the recent enactment of Law 239/2025 and GEO (OUG) 13/2026, the Romanian Tax Authority (ANAF) now holds a central role in the process.
The days of quick exits from companies with tax liabilities are over. These legislative shifts are specifically designed to prevent „fictitious transfers” used to evade fiscal responsibilities.
What has changed?
Previously, restrictions mainly targeted majority shareholders. However, the new GEO 13/2026 has closed existing loopholes. Now, any transfer of shares—regardless of the percentage or whether it’s between existing partners or to third parties—must follow a strict transparency and guarantee process to be opposable to ANAF.
The New Two-Step Process
Step 1: The Preliminary Phase (ANAF Opposability)
Before finalizing the transfer, the following conditions must be met:
- Notification: Within 15 days of the assignment, the company (or the parties involved) must submit the assignment deed and the updated Articles of Association to ANAF.
- Guarantees for Debt: If the company has outstanding tax debts (as shown in the Fiscal Attestation Certificate), the buyer or the company must provide guarantees (e.g., cash collateral, bank guarantee letters, or mortgages) to cover the debt.
- ANAF Approval: Formal agreement from ANAF regarding these guarantees is mandatory.
Note: If the tax debts are paid within 60 days of the Trade Registry (ONRC) registration, the guarantees are released. Otherwise, ANAF will move to execute them.
Step 2: Registration with the Trade Registry (ONRC)
Once Step 1 is complete, you can proceed with the standard registration. You must include:
- Proof of the ANAF notification.
- The ANAF agreement regarding guarantees (if applicable).
- Standard documentation (GA Resolution, updated Articles of Association, ID copies, and declarations).
The ONRC will obtain the Fiscal Attestation Certificate (CAF) automatically.
Why this matters?
Failure to follow these steps means the transfer will not be recognized by the tax authorities, leaving the original shareholders potentially liable. For companies with a clean fiscal record, the process remains relatively simple (notification only), but for those with debts, the financial requirements for an exit have become much stricter.
Are you planning a restructuring or a change in your shareholding structure? Ensure you are compliant with the 2026 regulations to avoid legal bottlenecks.
