The transfer of social shares to an SRL has effects between the parties, within the company, towards third parties and towards the tax authority, and each plan is verified according to its rules. In 2026, the tax framework changed upon the adoption of Law no. 239/2025, and GEO no. 13/2026 modified the scope of the transfers covered.
Approval and registration of the transfer of ownership in an SRL
According to Article 202 of the Companies Law no. 31/1990, the share capital can be transferred between associates. Unless the articles of association provide otherwise, the transfer to a person outside the company requires the approval of the associates representing at least three-quarters of the share capital.
Article 203 requires the registration of the transmission in both the trade register and the register of the company’s shareholders. For third parties, the transmission takes effect from the moment it is registered in the trade register. For advertising of other corporate designations, the rules of Law no. 265/2022 also apply: depending on the designation, opposability arises from registration or from the publication provided for by law. The third party who proves that they were unable to become aware of the transaction can benefit from the legal protection provided for the first 15 days after registration.
See Law on Companies No. 31/1990 and Law no. 265/2022 on the trade register.
What has changed regarding the opposability to the ANAF
Article V of Law No. 239/2025 introduced special tax conditions for the transfer of share capital in an SRL. GEO No. 13/2026 amended the text: the rule is no longer limited to the transfer made by the partner who holds control of the company. In the form currently applicable, the transfer is opposable to the central tax authority if the conditions provided by law are met.
Within 15 days of the assignment, the assignor, assignee or the company notifies the central tax authority and transmits the assignment deed, together with the updated articles of association with the data of the new associates. Upon registration of the assignment, the ONRC verifies the fulfillment of the conditions and requests the tax certification certificate from ANAF.
If the company has outstanding tax obligations or other budget receivables that are subject to recovery, the company or the assignee must provide guarantees to cover the amounts indicated in the tax certificate. Upon registration, proof of the tax authority’s agreement on the guarantees must be presented. Rules regarding the types of guarantees, notification, and the circulation of documents can be found in Law no. 239/2025 and in Ordinance no. 13/2026. The common procedure of ANAF–ONRC was approved by Order No. 1.137/1.967/C/2026, published in the Official Gazette No. 855 of October 12, 2026.
The tax exemption is not identical to the effect on any third party.
The conditions in Law no. 239/2025 concern the opposability of the assignment to the central tax authority. They must be analyzed separately from the approval by the associates, the registration in the commercial register, and the effect of the assignment on other third parties, which are governed primarily by Law no. 31/1990 and Law no. 265/2022. The fulfillment of one of these formalities does not automatically replace the others.
Practical steps before filing the application
- Check the articles of association and the required approvals for the transfer to a new associate.
- Prepare the transfer deed and the updated constituent deed.
- Follow the 15-day fiscal notification deadline and check the company's outstanding obligations.
- If there are any arrears, clarify the guarantees and the agreement of the tax authority in advance.
- Follow the registration at ONRC and the registration in the association register.
The documents and concrete steps depend on the articles of association, the structure of the transfer and the tax situation of the company. For an operation that is ongoing, check the current form of the law and the ANAF–ONRC procedure applicable at the time of filing.
