Mihaela CIOCÎRLEA and Alexandru PRUTINEANU

Article by Mihaela CIOCÎRLEA and Alexandru PRUTINEANU, Glodeanu Partners

Part 1

Although the recent legislative changes part of the second package of tax reforms promoted by Romania’s Government were intended to affect only the opposability of share transfers towards ANAF, their practical impact goes significantly further and could lead to blockages in registration of transfers of shares in limited liability companies.

By formally involving ANAF in the registration process, the new rules introduce additional procedural layers that may delay the registration of share transfers in limited liability companies with the Trade Registry and the moment when such share deals become opposable - not only to ANAF, but also to third parties which rely on the Trade Register. Below, we highlight the critical implications for transactions.

New rules regarding the transfer of shares of limited liability companies

Context

The Romanian Parliament adopted last December Law no. 239/2025 on establishing measures for the recovery and efficiency of public resources and for the amendment and supplementation of certain normative acts (the “Law”).

The Law, which entered into force on 18 December 2025, amends numerous pieces of legislation, and was implemented at the initiative of the Romanian Government in its effort to mitigate the deficit in the gross domestic product (“GDP”), since in 2024 the deficit was 9.3% of the GDP, and for 2025 the deficit is expected to decrease to 8.4% of the GDP¹.

Several provisions of the Law were directed towards limited liability companies (“LLC”; or “SRL”, as abbreviated in Romanian), since often tax authorities had difficulties in recovering debts from this type of companies. 

Below we will address the changes brought to the transfer of shares of limited liability companies, while other topics from the Law will be addressed in subsequent separate articles, to keep the information concise and to better highlight the particularities of each amendment.

Transfer of shares in LLCs starting with 18 December 2025

According to the Law, the transfer of shares of a limited liability company by a shareholder that “controls”² the company is opposable towards the tax authority (“ANAF”) subject to the following conditions:

• Any of the parties involved (the transferor, the transferee, or the company in question) must notify ANAF of the deed transferring the shares and of the articles of association updated with the identification data of the new shareholders, within 15 days from the transfer date.

• If the company in question records outstanding tax liabilities: 

  1. the company or the transferee must provide guarantees to ANAF (in the form of cash deposit, bank guarantee letter or guarantee insurance policy), covering the value of the outstanding liabilities included in the tax clearance certificate.

  2. in order to further register the transfer of shares in the Trade Register, ANAF’s consent regarding the provision of guarantees must be also submitted.

The Trade Register shall independently check upon registration of a share transfer if the company in question has outstanding tax liabilities towards ANAF and if the transferred shares trigger a change of “control”.

The guarantees created in favour of ANAF for the purpose of registering the share transfer with the Trade Register (in case of companies with outstanding tax liabilities), shall be enforced in case the outstanding tax liabilities of the company are not discharged within 60 days from the registration with the Trade Register of the share transfer.

Practical aspects and uncertainties 

The Law envisages that the new rules regarding the transfer of shares shall be further detailed by an order to be jointly issued by ANAF and the Trade Register (ONRC). Despite the provisions concerning the transfer of shares in LLCs entered into force on 18 December 2025, no joint order was adopted to date (the deadline has not expired yet, since the concerned authorities have 30 days from the entrance into force of the Law). While the Law will be applied even in the absence of such joint order, the absence of the latter or the likely delay may cause inconsistent interpretations by the involved public entities (i.e., ANAF and Trade Register).

Moreover, it is not fully clear if the deed transferring the shares will be notified independently and directly to ANAF by the parties involved in the transaction or if such notification will be made through and/or with the help of the Trade Register, since the latter usually cooperates with ANAF on various matters related to companies and ensures a better user/applicant experience.

Also, on one hand, the notion of “control” (as defined in the Romanian Tax Procedure Code) is rather general, and, on the other hand, its content is dynamic and depends on the ownership quotas in each company and/or the influence over the manner the board of directors takes its decisions. Therefore, some difficulties and uncertain interpretations may appear in the application of the new rules. For example, in case of an LLC with four shareholders, each having equal 25% ownership quotas, no shareholder may exercise control alone. Therefore, in case of four subsequent transfers, each shareholder transferring its quota to a different new shareholder, such may fall outside the scope of the Law. Furthermore, as a different example, in the case of an LLC with numerous shareholders (the legislation allows up to 50 shareholders), if one shareholder has a relative majority owning 15% of the shares, while all the other shareholders own each less than 15%, it is debatable if this situation would qualify as “control” in the sense of the Law and if the authorities will assume that 15% of the shares represents “control” over a company.

Lastly, while the Law expressly conditions the opposability of a share transfer in an LLC only towards the tax authority, it implicitly conditions the opposability also towards third parties. This is determined by the fact that, if the new rules are not observed (especially in the case of companies recording outstanding tax liabilities), registration with the Trade Register cannot be made (this registration generally ensuring the opposability of the share transfer towards third parties (other than ANAF)).

Conclusions

In conclusion, some questions remain, especially regarding how the notion of “control” will be assessed by the involved public entities. The order to be jointly adopted by ANAF and the Trade Register National Office may shed some light on the unclarities left by the Law, but such should be limited to procedural aspects, and it is unlikely to address the matter of “control” in sufficient detail, leaving to the practice to sort things out.