Transferring Shares in a Romanian SRL: Legal Guide

Legal position as at: 24 October 2026

Selling a stake in a limited liability company (SRL), bringing in a new partner or buying out a co-founder all take the form of a transfer of shares (cesiune de părți sociale). The procedure is shorter than many expect, but a few rules decide whether the transfer is valid, when it becomes effective and how much tax the seller pays. Several of these rules have changed in recent years, and older guides are often wrong on exactly those points.

The legal framework

• Companies Law no. 31/1990 (republished): art. 202 (who may acquire shares and with what approval), art. 203 (registration and effect towards third parties), art. 204 (amendment of the articles of association) and arts. 61-62 (opposition).
• Law no. 265/2022 on the trade register: the filing procedure with the National Trade Register Office (ONRC).
• The Civil Code (Law no. 287/2009): the general rules on sale and assignment that apply to the transfer agreement.
• The Fiscal Code (Law no. 227/2015): the tax on the seller's gain.

Transfer between shareholders and to outsiders

Between existing shareholders, shares may be transferred freely (Law 31/1990, art. 202(1)). The articles of association may still contain restrictions, so they should always be read first.

To a person outside the company, the transfer is allowed only if it is approved by shareholders representing at least three quarters of the share capital, unless the articles of association provide otherwise (art. 202(2)). The articles may set a different majority or additional conditions, such as a right of first refusal or a lock-up period.

Two points are often misunderstood:

• There is no statutory pre-emption right for SRL shareholders. A right of first refusal, with its own notice period, exists only if the articles of association or a shareholders' agreement create it. There is no statutory 30-day period.
• The three-quarters rule counts share capital, not heads. A shareholder holding 75% or more can approve a sale to an outsider on its own, unless the articles say otherwise.

On inheritance, the approval requirement in art. 202(2) does not apply unless the articles provide otherwise. Where the articles do require approval and it is refused, the company must pay the heirs the value of the shares according to the last approved balance sheet (art. 202(3)). If the number of heirs would take the company above the legal maximum of 50 shareholders, they must designate holders within that limit (art. 202(4)).

Mortgages over shares follow the same approval rule as a transfer, but only for the creation of the mortgage (art. 202(5)).

Creditor opposition: what is left of it

Until November 2020, a transfer of SRL shares could be blocked for a period by an opposition from the company's creditors, filed under specific paragraphs of art. 202. Those paragraphs (art. 202(2^1) to (2^4)) were repealed by Law no. 223/2020, and that is no longer the case.

Today the general opposition procedure in arts. 61-62 of Law 31/1990 applies. Company creditors and any other person harmed by a shareholders' decision amending the articles of association may file an opposition asking the court to order the company or the shareholders to compensate the damage caused (art. 61(1)). The opposition:

• must be filed within 30 days of the publication of the decision, or of the amending act, in the Official Gazette, Part IV (art. 62(1));
• is filed with the trade register office, which records it and forwards it to the competent court within 3 days (art. 62(1));
• is tried in chambers, with the parties summoned, and the judgment may be challenged only by appeal (art. 62(2) and (3)).

The practical consequence is that the remedy is now compensation, not a block on the transfer itself. Even so, buyers should take creditors seriously: unpaid debts remain with the company, whoever owns it, and a buyer who pays full price for a company with hidden liabilities bears the loss indirectly.

Step by step

1. Preliminary checks

Read the articles of association and any shareholders' agreement for transfer restrictions. Obtain a current trade register extract and check that the seller actually holds the shares, that no mortgage or seizure is registered over them and that the company is not in insolvency or dissolution. A buyer should also check the tax position (a tax certificate from ANAF), litigation and the financial statements. For a significant acquisition, a proper due diligence is advisable.

2. The transfer agreement

Romanian law does not prescribe a special form for the validity of a transfer of SRL shares between the parties, but in practice the agreement is always made in writing, because it must be filed with the trade register. Notarial form is not required unless the parties choose it. The agreement should cover, at least:

• the parties, the company and the number and nominal value of the shares transferred;
• the price, how and when it is paid, and any security for payment;
• the seller's representations on the company (title to the shares, debts, litigation, tax, employees);
• indemnities and limits of liability;
• conditions precedent, for example the shareholders' approval or, where applicable, competition or foreign investment clearance;
• governing law and dispute resolution.

3. The shareholders' decision and amended articles

A transfer to an outsider requires the approval described above, normally given in a general meeting decision. Because the list of shareholders and the allocation of shares appear in the articles of association, the articles must be amended (art. 204(1)). After each amendment, the directors file the amending act and the full updated text of the articles with the trade register (art. 204(4)). The trade register office then sends the amending act to the Official Gazette for publication, at the company's expense (art. 204(5)).

4. Filing with the trade register

The application for registration must be filed within 15 days of the date of the amending act, unless the law provides otherwise (Law 265/2022, art. 87). It can be signed by hand or with a qualified electronic signature (art. 82(1)) and filed online through the ONRC services portal. A new shareholder who is a foreign company will need an up-to-date certificate from its home register and documents on its beneficial owners, with certified translations and, where required, an apostille.

5. When the transfer takes effect

The transfer must be entered in the trade register and in the company's register of shareholders (Law 31/1990, art. 203(1)). It is effective towards third parties only from its registration in the trade register (art. 203(2)). Between seller and buyer, the agreement takes effect as the parties have agreed, but until registration the buyer cannot rely on its title against the company's creditors or other third parties.

Tax on the seller's gain

Individual sellers resident in Romania

Since 1 January 2026, the net annual gain from transfers of securities that are not carried out through an authorised intermediary, which covers a typical private sale of SRL shares, is taxed at 16% (Fiscal Code, art. 123(1^2), as amended by Law no. 239/2025 and applicable to income from 2026). The earlier rate of 10% no longer applies to these gains.

How it works:

• the gain on each transfer is the positive difference between the sale price and the tax value of the shares, including documented transaction costs (art. 94(1));
• gains and losses of the year are aggregated into a net annual gain (art. 96(1)); losses carried forward from earlier years can be set off within the limits of art. 119;
• the seller declares the gain and pays the tax through the single tax return (declarația unică) by 25 May of the following year (art. 122);
• the seller may also owe the health contribution (CASS) of 10% (art. 156) if their income from investments and other non-salary sources reaches at least six gross minimum monthly salaries in the year. The contribution is then calculated on a base of 6, 12 or 24 minimum salaries, depending on the level of that income (art. 170(2) and (3)).

The tax value is generally the acquisition cost, which for founders is often only the nominal value of the shares contributed at incorporation. In that case almost the whole price is taxable gain. Keep the documents that prove what you paid for the shares, including any later capital contributions.

Corporate sellers

For a Romanian company selling shares, the gain is included in its taxable result. A company paying profit tax is taxed at 16% (art. 17). However, the gain is non-taxable if, on the date of the sale, the seller has held at least 10% of the share capital of the company for an uninterrupted period of one year (art. 23(i)). A micro-enterprise is taxed at 1% of its revenues (art. 51(1)); how a gain on shares fits into that base should be checked with your accountant before the price is agreed.

Non-resident sellers

Non-resident sellers may be taxable in Romania on gains from shares in Romanian companies, subject to the double tax treaty between Romania and their state of residence. The treaty may give the taxing right to the state of residence, but the documents required to claim treaty protection, chiefly a certificate of tax residence, should be prepared in advance.

The price

Romanian tax authorities may question a price that does not reflect market value, especially in transactions between related persons. A price based on a reasoned valuation (book value, adjusted net assets or a discounted cash flow, depending on the business) is easier to defend than a symbolic one.

Common mistakes

• Assuming a statutory pre-emption right and waiting 30 days for nothing, or, the other way round, ignoring a pre-emption clause that the articles of association do contain.
• Paying the full price before registration without security, when the transfer is not yet effective towards third parties.
• Relying on old guides on creditor opposition or on the 10% tax rate on gains.
• Forgetting the minimum share capital rules. Since Law 239/2025, an SRL whose net turnover in the previous financial year exceeded RON 400,000 must have a share capital of at least RON 5,000, and existing companies must comply by 18 December 2027 (Law 239/2025, art. VI). A buyer should check whether the company needs a capital increase.
• Leaving the representations vague. A transfer of shares moves the whole company, including its debts and disputes. Without clear representations and indemnities, the buyer has little recourse.

When to seek legal advice

A transfer between two shareholders of a small company with no special clauses is a simple operation. Legal advice is worthwhile when an outsider buys in, when the price is significant, when the articles or a shareholders' agreement contain transfer restrictions, when one of the parties is foreign, or when the transaction may need competition or foreign investment clearance.

This article provides general information and does not constitute legal advice for a specific case. If you would like our practice to review a planned transfer, please write to us at