Legal Flash no. 128

New rules on the transfer of shares in Romanian limited liability companies: Tax Authority notification procedure and provision of security

Law No. 239/2025 introduced the obligation to notify the central tax authority in the event of a transfer of shares in a limited liability company (SRL), such notification constituting one of the conditions required for the transfer to be enforceable against the tax authorities. Currently, this obligation applies to transfers carried out by any shareholder of an LLC, irrespective of the shareholding held, following the extension of the scope of the regulation as of 9 March 2026.

In this context, we note that, on 12 October 2026, the Procedure implementing the obligation to notify the tax authorities regarding the transfers of shares has entered into force. The Procedure does not introduce a new notification obligation, but rather establishes the procedural framework required for its consistent application and clarifies the formalities to be observed by the parties in connection with a transfer of shares.

Accordingly, pursuant to the relevant legal provisions (Law No. 239/2025 and the Procedure approved by Order No. 1137/2026), the formalities to be completed in relation to the tax authorities in the event of a transfer of shares are as follows:
  • Within 15 days from the date of the transfer of shares, the company, the transferring shareholder or the transferee must submit a notification to the competent central tax authority, using the form approved under the Procedure;
  • The notification may be submitted (i) at the registry office of the competent tax authority, (ii) by post with acknowledgement of receipt, or (iii) through the Private Virtual Space, and must be accompanied by the instrument documenting the transfer of shares and the updated articles of association. If the documentation is incomplete or there are any uncertainties, the tax authority may request additional documents or clarifications;
  • Upon receipt of the notification, ANAF initiates an assessment of the company's tax position and verifies whether there are any outstanding tax or budgetary liabilities;
  • Following this assessment, the competent tax authority must issue the tax clearance certificate within three business days from the date on which the notification is submitted. Where applicable, the certificate will indicate the outstanding tax liabilities and any other budgetary claims established under enforceable titles and remaining outstanding as at the date of issuance of the certificate;
  • If there are outstanding tax or budgetary liabilities, the company or the transferee must provide securities covering the amount of the outstanding liabilities stated in the tax clearance certificate. In such case, the registration of the share transfer with the Trade Registry is conditional upon the tax authority's approval of the securities provided;
  • If the company has no outstanding tax or budgetary liabilities, the Trade Registry may process the application for registration of the share transfer in accordance with the law;
  • The security will remain in place until the tax liabilities stated in the tax clearance certificate have been fully settled. If such liabilities are not settled within 60 days from the date on which the share transfer is registered with the Trade Registry, the security will be enforced by the central tax authority;
  • Once the relevant liabilities have been settled in full, the security will be released by the competent tax authority by means of an administrative act communicated to the interested parties.