company changes
Company Changes and Share Transfers in Romania
Members, administrator, seat or capital of a Romanian SRL changed, with its tax and register position checked first, and filed from abroad.
- ANAF notice within 15 days of a transfer of SRL shares (Law 239/2025 art. V, as amended in March 2026)
- Every change filed within 15 days (Law 265/2022)
- Signed from abroad: e-signature or power of attorney
A change of members starts with the papers: the checks, the decision and the deed.
Changing a Romanian SRL from abroad
We prepare and file the mențiuni, the registered changes of an SRL after formation: a share transfer, a new administrator, registered office, capital, object of activity or name. They go to the trade register (ONRC) and ANAF, for members and groups outside Romania. Setting a company up is in our company formation overview.
Each change is sequenced with the company's VAT code, its tax regime and its register record in view. If you are buying rather than changing, read about buying a registered Romanian company. The company's returns are prepared by its own accountant; we can submit what that accountant prepared and signed, on the dates in the ANAF filing calendar.
What's included
Checks before signing
The ANAF tax certificate, which the seller or the buyer may request (Law 239/2025 art. V(2)), and the local-tax certificate. Anyone else needs the company's express and unequivocal consent.
Decisions and amending act on standard forms
The members' decision, the amending act and the full updated articles, on standard forms the parties sign under private signature.
Bespoke drafting through a Romanian lawyer
A negotiated transfer agreement, warranties or indemnities are drafted by an avocat (Romanian lawyer): drafting legal acts is reserved to lawyers (Law 51/1995 art. 3).
The ANAF notice, filed as your attorney
For a transfer of SRL shares, the notice with the deed and the updated articles. Where declared data change, the ANAF declaration of changes (form 010 or 700), under your power of attorney.
Filing at the trade register
Under an authentic power of attorney, at any trade register office, within the 15-day term of Law 265/2022.
Beneficial-owner declaration
Filed within 15 days of the change (Law 129/2019 art. 56(3)).
The Romanian file
Documents in Romanian; foreign official documents with a legalised Romanian translation. Signature by hand or with a qualified electronic signature.
Where the service stops
No legal or tax advice, bookkeeping or payroll: see what a Romanian SRL must file every year and who may keep its books and the payroll taxes guide. No shareholder or administrator supplied.
The changes we file
Each change is decided by the members, filed within 15 days with the amending act and the full updated articles, and published in the Official Journal, Part IV, at the company's expense (Law 31/1990 art. 204).
Transfer of SRL shares (cesiune de părți sociale)
Free between members; to an outsider, approval from 3/4 of the capital unless the articles differ (Law 31/1990 art. 202). The ANAF notice applies to every transfer of SRL shares. The steps are below.
Change of administrator
Decided by the general meeting or the sole member; the appointee accepts expressly and need not be a member. A resignation is a registrable change too. Bank mandates are the bank's own process: our business bank account service.
Change of registered office (sediu social)
An amendment of the articles, filed with proof of the new seat; a residential flat may serve once the administrator declares no activity is carried on there (art. 17(6) Law 31/1990). For the address itself: a sediu social in Bucharest.
Capital increase
New cash or contributions in kind, or reserves other than legal reserves, profits, premiums or converted claims; experts value contributions in kind; the decision lapses after 18 months. See the share capital explainer.
Object of activity and name
Filed the same way, with the amending act and the updated articles. An activity that needs a licence is a separate file, such as licensing a crypto-asset service provider.
How a share transfer works
The transfer of SRL shares to an outsider, the most demanding change, in eight steps.
law a term set by statute none no official time is published
- I
Checks before signing
Buyer or seller
- ANAF certificate: 3 working days, usable 30 days
- local certificate: 2 working days, valid 30 days
- II
Members' approval
Members
- convocation at least 10 days ahead, by default
- III
Deed and amending act
Parties
- no official time published
- IV
ANAF notice
Seller, buyer or company
- within 15 days from the transfer
- V
Arrears covered
Company or buyer
- no official time published
- VI
Filing at the trade register
Administrator or attorney
- within 15 days of the act
- one working day, the statute's term (2022 text)
- VII
Entry and beneficial owner
ONRC
- beneficial owner within 15 days
- VIII
After registration
ONRC and creditors
- creditors' claim within 30 days of Part IV
- guarantee clock: 60 days
Checks before signing
On the buyer's or seller's mandate: the ANAF certificate in 3 working days, usable 30 days (art. 158(5) Fiscal Procedure Code), and the local one. See how to check a Romanian company before a deal.
Members' approval
Members holding 3/4 of the capital approve an outsider unless the articles differ; convocation by registered letter at least 10 days ahead by default. A sole member decides alone, in writing.
Deed and amending act
The parties sign standard forms under private signature; a notary only in the art. 204(2) cases. A negotiated agreement goes through a Romanian lawyer. No official time is published.
ANAF notice
Seller, buyer or company, filed by us as attorney, within 15 days from the transfer, with the deed and the updated articles (Law 239/2025 art. V(1)(a)). Since the March 2026 amendment it applies to every transfer of SRL shares.
Arrears covered
Where the company owes tax, the company or the buyer posts a Treasury cash deposit or a bank or insurer guarantee, and ANAF's agreement is shown at the trade register. No official time is published.
Filing at the trade register
Within 15 days of the act, by the administrator or an attorney; ONRC asks ANAF for the certificate itself. Art. 105(1) Law 265/2022 (2022 text) gives the registrar one working day: the statute's term.
Entry and beneficial owner
The buyer counts against third parties from the trade register entry, also made in the members' register (art. 203 Law 31/1990); the beneficial-owner declaration is due within 15 days of the change.
After registration
Part IV publication at the company's expense; creditors may claim damages within 30 days of it. Arrears unpaid 60 days after registration are recovered from the guarantee (Law 239/2025 art. V(4)).
Planning a change of control in a Romanian SRL?
The plan sets out the checks, the notices and the clocks for your transfer, each with the term the statute sets.
Documents you will need
- Passport or identity card of every signatory, new member and new administrator.
- A corporate member's register extract in the original, with the apostille or legalisation Romanian rules require for its country, and a legalised Romanian translation.
- An authentic power of attorney, with the formalities Romanian rules require for a document signed abroad, or a lawyer's mandate, for anyone signing for you.
- Or a handwritten signature, or a qualified electronic signature.
- The company's express consent where a third party asks for its tax certificate.
- The members' approval, the transfer deed and the updated articles.
- Where the company has arrears: the guarantee.
- The new administrator's express acceptance, or the resignation.
- For a seat change: the deed for the new seat, or the flat declaration.
- For a capital increase: the source of funds, or material for the experts' valuation.
- Beneficial-owner data; a treaty-claiming seller's residence certificate (see the tax identification number guide).
Deadlines and state costs in 2026
The figures are the statute's, each with its act and year. Our fee is on request, and no trade register fee is given here.
Deadlines and state costs of a change to a Romanian SRL in 2026, each with the act that sets it.
| Item | Rule | Act | Source |
|---|---|---|---|
| Filing a change | 15 days from the act or fact | Law 265/2022 (2022 text) | Law 265/2022 |
| Transfer to an outsider | approval from at least 3/4 of the capital, unless the articles say otherwise | Law 31/1990 art. 202(2) | Law 31/1990 |
| ANAF notice, any transfer of SRL shares | within 15 days from the transfer, with the deed and the updated articles | Law 239/2025 art. V(1)(a) | Law 239/2025 |
| Tax certificates | ANAF within 3 working days, usable 30 days; local within 2 working days, valid 30 days; free when issued under the share-transfer order | Fiscal Procedure Code art. 158(5), 159(3); Joint Order ANAF 1137 / MJ 1967/C of 2026, Annex 3 | Fiscal Procedure Code |
| Beneficial-owner declaration | within 15 days of the change; fine 5,000 to 10,000 lei | Law 129/2019 art. 56(3), 57(1) | Law 129/2019 |
| Part IV publication | 152 lei per manuscript page of 2,000 characters with spaces, VAT included | Decision 1/2026, item 5.1 | Official Journal tariffs 2026 |
| Halved Part IV tariff | 50% for an art. VI(1) increase made by 31 December 2026, in an act concerning that increase alone | Law 239/2025 art. VI(7) | Law 239/2025 |
| Creditors' opposition | a damages claim within 30 days of Part IV publication | Law 31/1990 art. 61-62 | Law 31/1990 |
| Minimum capital | 500 lei for a newly formed SRL; 5,000 lei above 400,000 lei of net turnover; registered SRLs meet the art. VI(1) rule within 2 years, by 18 December 2027 | Law 239/2025 art. VI(1), (2), (6) | Law 239/2025 |
| Guarantee clock | arrears unpaid 60 days after registration of the transfer are recovered from the guarantee | Law 239/2025 art. V(4) | Law 239/2025 |
Counted from signing, then from registration
- SigningDeed and amending act signedStandard forms, private signature
- 15 daysANAF notice, from the transferLaw 239/2025 art. V(1)(a)
- 15 daysFiling at the trade register, from the actLaw 265/2022
- RegistrationEntry in the register: the buyer counts against third partiesLaw 31/1990 art. 203(2)
- 30 daysCreditors' damages claim, from Part IV publicationLaw 31/1990 art. 61-62
- 60 daysGuarantee clock ends: unpaid arrears are recovered from the guaranteeLaw 239/2025 art. V(4)
Off the line: the beneficial-owner declaration is due within 15 days of the change (Law 129/2019 art. 56(3)). No processing time is shown.
Problems we solve
A creditors' waiting period that no longer exists
The opposition specific to share transfers was repealed on 5 November 2020 (Law 31/1990 art. 202). What remains is a damages claim within 30 days of Part IV publication (art. 62).
A change signed but never filed
The term is 15 days from the act (Law 265/2022). Until filed, the company cannot rely on the change against third parties; another interested person may file within 30 days.
The 2026 rules on selling SRL shares
The ANAF notice within 15 days after the transfer, a guarantee where there are arrears, the 60-day clock, and a certificate whose "notification filed" box ONRC checks under Joint Order 1137/1967/C/2026.
A buyer's record and the company's tax status
ANAF cancels the VAT code where majority members or administrators have fiscal-record offences (art. 316(11)(c) Fiscal Code); a micro must be the only legal person its main shareholders designate for the regime: our VAT registration service, the turnover-based micro regime.
The capital rule read wrongly
500 lei is for newly formed SRLs (Law 239/2025 art. VI); registered SRLs above 400,000 lei of net turnover reach 5,000 lei by 18 December 2027. The halved tariff needs a capital-only act.
A seat contract that runs out
Expiry of the right to use the seat is a dissolution ground and a ground of fiscal inactivity (art. 92(1)(g) Fiscal Procedure Code): inactive company in Romania. A new address: our virtual office service.
Making several changes at once?
Each change runs its own 15-day clock, and the halved Part IV tariff has its own condition. The order is set in a conversation.
Who prepares your change file
Formation and corporate changes lead, Bucharest. Romanian, English, French.
Forming companies, providing a registered office and acting as or arranging an administrator or shareholder are activities regulated by the anti-money-laundering law (Law 129/2019 art. 2(l)). Legal advice and bespoke drafting are a Romanian lawyer's work.
From our practice
We prepare and file the mențiuni of share transfers, administrator and seat changes and capital increases, and run the buyer's checks on an existing SRL.
Frequently asked questions
Can creditors still block or delay a transfer of SRL shares?
Not through a procedure of their own. The opposition that applied specifically to SRL share transfers was repealed on 5 November 2020 (Law 31/1990 art. 202 and 203). What remains, for any amendment of the articles, is a damages claim: creditors may file an opposition at the trade register office within 30 days of Part IV publication.
Does ANAF have to be told about a share sale, and when?
Yes, for every SRL share transfer since the March 2026 amendment. The seller, the buyer or the company notifies ANAF within 15 days from the transfer, with the deed and the updated articles (Law 239/2025 art. V(1)(a)). The procedure order appeared in Official Journal Part I no. 855 of 12 October 2026; we can file the notice as your attorney.
What happens if the company owes tax when its shares are sold?
The company or the buyer posts a guarantee covering the arrears: a cash deposit at the State Treasury, a bank guarantee letter or an insurer's guarantee policy. ANAF's agreement to it is shown at the trade register. Arrears not paid within 60 days of registration of the transfer are recovered from the guarantee (Law 239/2025 art. V(4)).
Does an existing SRL have to raise its share capital under the 2025 rules?
Law 239/2025 art. VI, in force since 18 December 2025, sets 500 lei for newly formed SRLs and 5,000 lei once net turnover exceeded 400,000 lei. Registered SRLs raise the capital set under para. (1) within 2 years, by 18 December 2027. The tribunal's dissolution is avoided if the capital is made up before the judgment is final.
Do we need to travel to Romania or use a notary for a change?
Not for the filing. The amending act needs the notarial form only where it brings real estate in kind, converts the company to an SNC or SCS, or raises capital by public subscription (Law 31/1990 art. 204(2)). Otherwise the application is signed by hand or with a qualified electronic signature, or by an attorney holding an authentic power of attorney.
Can a share sale cost the company its VAT code or its micro-enterprise status?
It can. ANAF cancels the VAT code where the majority members, the sole member or the administrators have offences entered in the fiscal record (Fiscal Code art. 316(11)(c)). The micro regime requires the company to be the only legal person its main shareholders designate to apply it (art. 47(1)(h)). These are conditions of law, not advice on a buyer's position.
How long do we have to register a change at the Trade Register?
15 days from the act or fact, under Law 265/2022; another interested person may file within 30 days of learning of it. Until the change is filed, the company cannot rely on it against third parties. Art. 105(1) of the 2022 text gives the registrar one working day to decide: the statute's term, not a promise of practice.
When does the buyer become a shareholder for banks and counterparties?
From the entry in the trade register, not at signing (Law 31/1990 art. 203(2)); the transfer is also entered in the company's members' register. Before the entry, the transfer cannot be relied on against third parties, and those who prove they could not have known of it are protected until the 16th day after registration.
What majority approves selling shares to someone outside the company?
Members holding at least three quarters of the capital, unless the articles say otherwise (Law 31/1990 art. 202(2)). Transfers between existing members are free, and the same three-quarters rule governs a mortgage over shares. Whichever the route, the transfer binds third parties only from its entry in the trade register.
How is a new administrator appointed, and must they be a shareholder?
By the general meeting or, in a single-member SRL, the sole member (Law 31/1990 art. 194). The appointee must accept expressly and need not be a member (art. 197(1)); sitting in a competing company needs the members' authorisation. An administrator's resignation is itself a registrable change, filed within the same 15 days.
Is the Official Journal fee really halved for a capital increase?
Only for an increase under art. VI(1) of Law 239/2025, the 5,000 lei rule, made by 31 December 2026, in an amending act that concerns that increase alone (art. VI(7)). A voluntary increase outside para. (1) does not qualify on the text. The full Part IV tariff is 152 lei per 2,000-character page, VAT included.
Can the capital be raised without paying in new cash?
Yes. An SRL can incorporate reserves other than legal reserves, profits or issue premiums, or convert due and liquid claims on the company into capital (Law 31/1990 art. 210(2) and 221). Contributions in kind are valued by experts appointed through the registrar, and an increase decision lapses if it is not carried out within 18 months.
Do we have to update the beneficial-owner record after a change?
Yes. A change of beneficial owner is declared within 15 days of the change, and the declaration is filed with the trade register (Law 129/2019 art. 56(3)). The legal representative risks a fine of 5,000 to 10,000 lei if it is not (art. 57(1)). We file the declaration together with the other documents of the change.
Which parts of a change need a Romanian lawyer?
Legal advice and drafting legal acts are reserved to lawyers (Law 51/1995 art. 3), so a negotiated transfer agreement, warranties and indemnities go through a Romanian lawyer. Standard forms the parties sign and filing under an authentic power of attorney are administrative work, which we do; ONRC's own assistance services also draft amending acts.
What is the tax rate on a gain from selling shares in a Romanian SRL?
An individual's annual net gain from a private sale of SRL shares is taxed at 16% from 2026 income (Law 239/2025 art. XII). A non-resident seller relying on a tax treaty deposits a tax residence certificate with the company. Tax advice on a sale is a tax consultant's work: we state the rate, not what it means for you.
Request your company change plan
The plan covers the checks, the decisions and forms, the ANAF notice, the trade register filing and the beneficial-owner update, with the term the law sets for each.