Government Emergency Ordinance No. 13/2026 on the amendment and supplementation of certain legislative acts in fiscal-budgetary matters has introduced further changes to the special regime governing the transfer of shares in a limited liability company (SRL), previously established by Law No. 239/2025 on the establishment of measures for the recovery and streamlining of public resources and for the amendment and supplementation of certain legislative acts.
Accordingly, the transfer of shares must be made enforceable against the central tax authority. In order to achieve enforceability against the tax authority, several obligations must be fulfilled prior to the registration of the transfer with the Trade Register.
1. Notification of the transfer to the central tax authority within 15 days from the date of the transfer
At this stage, the transferor, the transferee, or the company is required to notify the central tax authority of the transfer by submitting the share transfer agreement (e.g., the assignment contract) and the updated articles of association reflecting the identification details of the new shareholders, within 15 days from the date of the transfer.
Although the legal provision appears straightforward, in practice this requirement gives rise to difficulties and leads to delays in the registration of the transfer with the Trade Register. For the registration application to be admitted, the Trade Register offices require proof that the central tax authority has been notified of the share transfer and of the updated articles of association.
Given the recent nature of the amendments, the practice of the Trade Register offices is currently inconsistent with regard to the accepted means of proof. While some offices consider a screenshot or receipt from the Virtual Private Space (Spațiul Privat Virtual) confirming the submission of the documents to be sufficient, other offices only accept as adequate proof a written response from the tax authority confirming receipt of the transfer notification. This divergence in approach directly affects the duration and predictability of the transfer registration procedure.
In order to avoid potential delays in the registration procedure, it is recommended that, prior to filing the application, the practice of the relevant Trade Register office be verified with regard to the proof of notification of the transfer to the central tax authority.
2. Outstanding debts to the state budget
In order to verify the existence of any outstanding debts to the state budget, the National Trade Register Office requests (ex officio) the tax clearance certificate from the National Agency for Fiscal Administration (ANAF).
However, the tax clearance certificate may also be requested by the transferor or, as the case may be, by the transferee. In practice, this approach is recommended in order to accurately verify the existence of any outstanding tax obligations of the company prior to the registration of the transfer.
Where the company has outstanding tax obligations or other budgetary claims identified in enforceable titles issued in accordance with the law in the records of the central tax authority, the company or the transferee must:
(i) provide guarantees covering the value of the outstanding debts; and
(ii) obtain the approval of the tax authority with respect to the guarantees provided to cover the outstanding debts.
Proof of obtaining the approval of the central tax authority with respect to the guarantees provided must also be attached to the file submitted for the registration of the transfer with the Trade Register.
The conditions for the enforceability of the transfer against the central tax authority, such as the notification thereof and, where applicable, the provision of guarantees, apply to the transfer of shares held by any of the shareholders of limited liability companies, thereby extending the monitoring of the share transfer phenomenon by eliminating the reference to “holding control”.
In conclusion, the registration of the transfer of shares can no longer be treated as a mere formality at the Trade Register, but requires compliance with a set of prior obligations in relation to the tax authority, the non-fulfilment of which may significantly block or delay the registration process.
