Transferring SRL Shares in Romania

How a lawyer in Cluj helps you with a transfer of shares

A transfer of shares (cesiune de părți sociale) is when a shareholder (asociat) passes their stake to another shareholder or to a third party. I check the articles of association, draft the documents and register the transfer with the Trade Register Office (ONRC).

The transfer must be entered in the Trade Register and in the company’s register of shareholders, and it takes effect against third parties only once it’s entered in the Trade Register (art. 203(1) and (2) of Law no. 31/1990). Until then, as far as banks, business partners and the authorities are concerned, the old shareholder is still the shareholder.

Transfers between shareholders and transfers to third parties

The articles of association can change the rules: they can prohibit transfers to third parties, require unanimity or give the other shareholders a right of pre-emption. That’s why the first thing I check is the transfer clause in the articles, then the earlier resolutions that affected the capital.

If the transfer leaves all the shares with one person, the company carries on as an SRL (limited liability company) with a sole shareholder. Under art. 13(1), that shareholder exercises the powers of the general meeting (AGA). If new shareholders come in, there can’t be more than 50 of them (art. 12).

What documents you need and how ONRC registration works

1. Checking the articles of association and the company’s situation: debts, contracts, lawsuits, tax position.
2. The general meeting resolution approving the transfer and the new capital structure, passed with the majority required by law and by the articles of association (art. 192(1) and art. 202(2)), or the sole shareholder’s decision (art. 196^1).
3. The transfer agreement between the transferor (cedent) and the transferee (cesionar), with the number of shares, the price or the fact that there is none, the transfer date and the parties’ statements about known debts.
4. The updated articles of association with the new shareholders’ details and how the shares are allocated (art. 204(4)).
5. The beneficial owner declaration, if the person who controls the company changes, filed within 15 days of the change (art. 56(1) and (3) of Law no. 129/2019).
6. The application to register the change (cerere de mențiuni) at the Trade Register Office attached to the Cluj Tribunal (Tribunalul Cluj), within 15 days of the date of the act (art. 43(1) of Law no. 265/2022 on the Trade Register), at the counter, by post or electronically (art. 84). The registrar rules on the application within one working day (art. 105(1)) and issues the certificate of registered amendments (certificat de înregistrare mențiuni) under art. 110(2). The office sends the amending act for publication in the Official Gazette (Monitorul Oficial) under art. 204(5).
7. Notifying ANAF (the tax authority), within 15 days of the transfer date, with the act transferring the shares and the updated articles of association (art. V(1)(a) of Law no. 239/2025).

A transfer agreement for a price is usually signed as a private document. A transfer without payment has to be in notarial form, because under the Civil Code (Codul civil) a donation is made by notarial deed (art. 1.011(1)).

What has changed with ANAF notification and creditors’ opposition

Until November 2020, a transfer to people outside the company happened in two stages. The shareholders’ resolution was filed with the Trade Register within 15 days and published in the Official Gazette, and the office sent it electronically to ANAF and to the public finance directorates. The company’s creditors could object, and the transfer took effect only once the opposition period had run out (former art. 202(2^1) to (2^4)). Law no. 223/2020 repealed art. 202(2^1) to (2^4) and cut the procedure to a single stage. That’s where the common question about ‘notifying ANAF’ comes from: there’s no longer a publication and opposition stage before the transfer.

Since 18 December 2025, Law no. 239/2025 has tied the transfer to the company’s tax position again, this time after signing. For the transfer to be enforceable against the tax authority, the transferor, the transferee or the company notifies ANAF of the act transferring the shares and the updated articles of association within 15 days of the transfer date (art. V(1)(a)). If the company has outstanding tax liabilities or other debts to the state budget backed by enforceable titles, the company or the transferee puts up security to cover them. When the transfer is registered in the Trade Register, proof that ANAF has approved the security is presented (art. V(1)(b) and (c)). The ONRC checks these conditions at registration, using a tax clearance certificate (certificat de atestare fiscală) that it requests directly from ANAF (art. V(3)); the transferor or the transferee can also request the certificate (art. V(2)). If the liabilities aren’t settled within 60 days of the transfer being registered, ANAF enforces the security (art. V(4)). The detailed procedure is set by a joint order of ANAF and the Ministry of Justice (art. V(5)).

What still applies: the company’s creditors and anyone else harmed by the shareholders’ resolution amending the articles of association can ask the court, by way of opposition, to remedy the harm (art. 61(1)), within 30 days of the resolution being published in the Official Gazette (art. 62(1)). And if other details in the tax registration declaration change along with the shareholders, such as the director (administrator) or the registered office, the company files an amendment declaration with ANAF within 15 days. The rule is in art. 88(1) of the Fiscal Procedure Code (Codul de procedură fiscală).

Transfers for a price and transfers without payment

The price is up to the parties to negotiate and doesn’t have to match the nominal value of the shares. For an individual who sells, the gain from transferring securities is investment income under art. 91(c) of the Fiscal Code (Codul fiscal), and your accountant does the exact calculation. In the agreement we set when payment is made and what happens if unknown debts come to light after the transfer.

A transfer without payment, common between family members, is legally a donation, and a donation must be made by notarial deed or it is void (art. 1.011(1) of the Civil Code). So the agreement is signed before a notary, not as a private document. The three-quarters approval when the person acquiring the shares is from outside the company, the updated articles of association and the entry in the Trade Register all stay the same.

What risks the seller and the buyer face

The buyer takes over the company with everything it has: debts, ongoing contracts, lawsuits, tax obligations. The company’s obligations are covered by its own assets (art. 3(1)), and a shareholder is liable only up to the subscribed capital (art. 3(3)), but the value of their stake depends on what debts the company has. Before signing, I ask for the certificate of status (certificat constatator) from the ONRC, the latest financial statements, the main contracts and the tax clearance certificate. The tax clearance certificate shows any outstanding tax liabilities, and anyone holding an equity stake in the company can request it (art. 158(1) of the Fiscal Procedure Code).

The seller remains exposed, for the time they were a shareholder, if they abused limited liability to defraud creditors (art. 237^1(3)). The company’s claims against its customers don’t pass with the shares. They stay in the company’s assets, which are separate from the shareholders’ (art. 187 of the Civil Code), and the new shareholder benefits from them indirectly, through the value of the shares. If the company has money to recover, see the page on debt recovery. If the transferor was also the director, they can be replaced in the same file, following the rules on the page about changing the registered office and the director.

How I can help you

I help you with the transfer of shares from checking the articles of association and the company’s situation through to the certificate of registered amendments. I draft the transfer agreement, the resolution and the updated articles of association, prepare the beneficial owner declaration and file everything with the ONRC. If you want to join a company through a capital increase rather than by buying existing shares, see the page on share capital increases. My other services for companies are on the business law page. To talk about your situation, write to me.