New procedural rules on the transfer of shares in limited liability companies

Since December 2025, Law No. 239/2025 introduced new conditions regarding the enforceability against the tax authority of transfers of shares in limited liability companies, including the obligation to notify the National Agency for Fiscal Administration (ANAF) and, in case of companies with outstanding tax or budgetary liabilities, the requirement for the company or the transferee to provide guarantees. However, the implementation of these provisions required the adoption of a procedure establishing the specific mechanism for complying with and verifying the new requirements.

Therefore, pursuant to Joint Order No. 1.137/1.967/C/2026 of ANAF and the Ministry of Justice, published in the Official Gazette on October 12, 2026, the procedure for implementing Article V of Law No. 239/2025 was approved, establishing the administrative steps, the responsibilities of the authorities involved, and the framework for cooperation between ANAF and Romanian Trade Registry Office.

The new procedure primarily governs the following stages:

1. Notification of the share transfer to ANAF

Within 15 days of the date of the transfer, the company, the transferor, or the transferee must submit to ANAF a notification regarding the transfer of shares, using the form approved by the Order.

The notification may be submitted at the registry office of the competent tax authority, sent by post with acknowledgment of receipt or submitted via the Private Virtual Space (SPV) and must be accompanied by the deed of transfer of the shares and the updated articles of incorporation, reflecting the share capital structure following the transfer.

Where the documentation is incomplete or there are uncertainties regarding the share transfer, ANAF may request additional information or clarifications. 

2. Verification of the company’s tax status

Following the notification, ANAF reviews the company’s tax position and issues, within 3 business days, a tax clearance certificate setting out any outstanding tax liabilities, as well as other budgetary claims established under enforceable titles and recorded by ANAF for recovery purposes.

If the certificate does not indicate any outstanding tax or budgetary liabilities, no guarantees are required.

However, if the target company has such outstanding liabilities, these must either be settled or covered by guarantees provided by the company or the transferee.

3. Provision of guarantees where outstanding liabilities exist

Guarantees must fully cover the amount of outstanding tax and budgetary liabilities recorded in the tax clearance certificate and may be provided by:

• depositing funds with a State Treasury unit;
• a letter of guarantee issued by a credit institution; and/or
• a guarantee insurance policy issued by an insurance company.

Evidence that the guarantee has been provided must be submitted in original to ANAF. If the outstanding liabilities are settled, the provision of guarantees is no longer required.

4. Verification of the requirements upon registration of the share transfer with the Trade Registry Office

Upon registration of the share transfer, the Trade Registry Office requests the tax clearance certificate directly from ANAF, which will also confirm compliance with the notification requirement.

If the target company has no outstanding tax or budgetary liabilities, the Trade Registry Office may process the application for registration of the share transfer without requiring ANAF’s approval in relation to the provision of guarantees.

Where outstanding liabilities exist, registration of the share transfer is conditional upon ANAF’s approval of the guarantees provided, as recorded in the certificate transmitted to the Trade Registry.

If new outstanding liabilities arise between the date on which the guarantee is provided and the date on which the certificate requested by the Trade Registry is issued, such liabilities must be settled or the guarantees must be supplemented accordingly. For this purpose, the Trade Registry Office grants a single deadline for completing the documentation.

5. Maintenance and enforcement of guarantees

Guarantees shall remain effective until the liabilities included in the tax clearance certificate have been settled in full and shall be released by ANAF once such liabilities have been discharged.

If the liabilities are not settled within 60 days of the registration of the share transfer with the Trade Registry, ANAF shall proceed with the enforcement of the guarantees. The 60-day period is mandatory and may not be suspended or extended by agreement between the parties.

6. Practical implications

For M&A transactions involving Romanian limited liability companies, the new procedure provides greater clarity and predictability regarding the formalities required for the verification of the company’s tax status and the registration of the share transfer, both of which should be factored into the transaction timeline.

Where the target company has outstanding tax or budgetary liabilities, its tax position should be reviewed at an early stage of the transaction, while the transaction documentation should appropriately address the settlement of such liabilities or, as applicable, the provision of the required guarantees. At the same time, the transaction timeline should also allow sufficient flexibility to address any additional liabilities that may arise before registration of the share transfer with the Trade Registry.

Importantly, the new requirements apply irrespective of the percentage of the share capital being transferred, as the legislation does not provide for any minimum threshold in respect of the transferred participation. 

Source: Article V of Law no. 239/2025 on establishing measures for the recovery and efficient use of public resources and amending and supplementing certain normative acts; Article 211(a) and (b) of Law no. 207/2015 on the Fiscal Procedure Code; Joint Order no. 1.137/1.967/C/2026 of the President of the National Agency for Fiscal Administration and the Minister of Justice, published in the Official Gazette of Romania, Part I, no. 855 of 12 October 2026.