Changing Shareholders in a Romanian Company: The 2026 Legal Guide
Changing Shareholders in a Romanian Company: The 2026 Legal Guide
TL;DR: Changing shareholders in a Romanian SRL requires a share transfer agreement, a shareholders’ resolution, an updated Articles of Association, and a Trade Register filing within 15 days. Since December 2025, Law 239/2025 adds a mandatory 15-day ANAF notification for any controlling stake transfer. From 1 January 2026, capital gains tax on direct share sales rises from 10% to 16%. Incomplete documents or missed deadlines can derail funding rounds and trigger significant penalties.
Strategic legal consultation for complex shareholder changes in Romanian SRLs.
📹 Video Guide: Changing Shareholders in Romania
Watch this comprehensive video guide covering the essentials of shareholder changes, share transfer procedures, and key legal considerations for Romanian companies in 2026.
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At Atrium Romanian Lawyers, we handle the entire shareholder change process — from drafting documents to Trade Register submission. We advise local clients and international investors on corporate governance, share transfers, and regulatory compliance.
What Does Changing Shareholders in a Romanian Company Actually Mean?
Earlier this year, one of our long-standing corporate clients came very close to losing an important investment deal. Not because of a financial problem or a contract dispute. Because one outdated name in a shareholder register stood between the company and a signed term sheet.
Changing shareholders in a Romanian SRL (societate cu răspundere limitată, or limited liability company) means transferring părți sociale (social parts, the Romanian term for ownership stakes) from one person or entity to another. This can happen through a sale, a gift, an inheritance, or a new capital subscription. The legal result is a change in the company’s ownership structure, which must be registered with the National Trade Register Office (ONRC).
| Aspect | SRL (Limited Liability) | SA (Joint-Stock) |
|---|---|---|
| Ownership Units | Părți sociale (social parts) | Acțiuni (shares) |
| Transfer Method | Written agreement + ONRC filing | Free market trading or private sale |
| Approval Required | Yes — shareholders’ resolution | Generally no (unless restricted) |
| AoA Update | Mandatory for every transfer | Not required for each trade |
| Registration | Must be filed within 15 days | Recorded in shareholder register |
Unlike a joint-stock company (SA), where shares trade freely on the market, SRL social parts carry legal restrictions. They represent not just economic value but also voting rights, profit entitlements, and governance influence. A transfer isn’t complete until it’s properly documented and registered. Until that happens, it doesn’t exist as far as third parties are concerned.
This is also why updating the company’s Articles of Association is a mandatory step in every transfer, not an optional formality. If you’re setting up an SRL in Romania, understanding share transfer rules from day one will save you real trouble later.
A comprehensive shareholder meeting ensures alignment before any official transfer filing.
When Is Shareholder Approval Needed for a Transfer?
Under Romanian corporate law, transfers between existing shareholders don’t require separate approval unless the Articles of Association say otherwise. Transfers to outside third parties are a different matter.
Shareholder Approval Rules for Share Transfers Who Is the Buyer? Existing Shareholder No approval needed (unless AoA says otherwise) Third Party (New Investor) 75% approval default (Law 31/1990) AoA Can Override (Law 223/2020) Set any threshold: 51% to 100% — overrides statutory defaultLaw 31/1990 on companies sets a default threshold requiring approval from shareholders holding at least three-quarters of the share capital. This default only applies when the AoA is silent on the matter.
Since Law 223/2020, shareholders have total freedom to set that approval threshold at any level they choose, directly in the Articles of Association. A company can require a simple majority of 51%, a unanimous 100%, or anything in between.
Law 223/2020 also abolished the old mandatory 30-day creditor opposition window that used to apply after publication in the Official Gazette. Before 2020, third-party transfers routinely took six to eight weeks because of that waiting period. Today, once the shareholders pass the resolution, the parties proceed directly to signing the transfer agreement and filing with ONRC.
This directly affects minority shareholder rights. A lower approval threshold in the AoA makes it easier for a majority to approve a third-party transfer over a minority’s objection. If you’re a minority shareholder, review your AoA carefully before any new investor enters the picture.
Every social part transfer must be documented by an attested or notarized agreement.
Step-by-Step: How to Change Shareholders in a Romanian Company
The process has six core steps. They must be completed in sequence, and each one demands accurate documentation.
6-Step Share Transfer ProcessCase Study: When Andrei came to us with a folder of incomplete online templates, steps 2, 3, and 4 all contained errors. The shareholders’ minutes used language that contradicted the AoA. The AoA itself hadn’t been updated since incorporation. The inactive shareholder had relocated abroad and was completely unreachable.
We restructured the entire dossier. We issued formal notifications to the shareholder’s last known address, documented every communication attempt to demonstrate due diligence, redrafted the shareholders’ resolution and updated AoA, and submitted a complete and consistent filing. The Trade Register approved the updated shareholding structure within three weeks. The investor transferred funds shortly after, and the company moved forward with its development plans.
What Changed in 2025 and 2026? New Rules You Must Know
Law 239/2025, published in Romania’s Official Gazette on 15 December 2025 and in force from 18 December 2025, introduced two new obligations for controlling stake transfers in Romanian SRLs: a mandatory ANAF notification and, where applicable, a debt guarantee requirement before the Trade Register will accept the filing.
Law 239/2025 — New Obligations for Controlling Stake Transfers 1. ANAF Notification (Mandatory) Transferor, transferee, or company must notify ANAF within 15 days of the transfer date Include: share purchase agreement + updated Articles of Association 2. Debt Guarantee (If Tax Debts Exist) Company or transferee must guarantee full amount of outstanding tax liabilities Options: cash deposit | bank letter of guarantee | insurance policy — enforced after 60 days 3. New Minimum Share Capital Rules New SRLs: minimum RON 500 | Turnover above RON 400,000: minimum RON 5,000 Existing companies above threshold: comply by end of 2027 | Non-compliance → dissolution riskThese changes add meaningful complexity to M&A transactions and investor onboarding timelines. When planning any controlling stake transfer, you need to factor in the time required to obtain tax clearance documentation, not just the drafting and signing process.
What Are the Tax Consequences of a Share Transfer in Romania?
For individual shareholders selling their stake in a Romanian SRL, the taxable gain is calculated as the difference between the sale price and the original acquisition cost of the social parts. Under the Romanian Fiscal Code (Law 227/2015), this gain is classified as capital income.
| Scenario | Tax Rate (2026) | Notes |
|---|---|---|
| Individual — Direct Sale | 16% (was 10%) | Most SRL social part sales; no broker involved |
| Individual — Via Broker (held >365 days) | 3% | Through a licensed financial intermediary |
| Individual — Via Broker (held <365 days) | 6% | Through a licensed financial intermediary |
| Corporate Seller | 16% CIT | Gain included in ordinary profits |
| Corporate — Participation Exemption | 0% | ≥10% stake held ≥1 year uninterrupted |
Important: Since 1 January 2026, gains from share transfers not performed through a licensed financial intermediary are taxed at 16%, up from the previous 10%. This covers the vast majority of direct SRL social part sales. Individual sellers must declare capital gains through the annual declarație unică, due by 25 May. This is separate from the ANAF notification requirement under Law 239/2025 — both can apply to the same transaction.
Getting the tax side of a share transfer right starts at the structuring stage, before documents are signed. This is one of the areas where the corporate law services side of legal work and the tax side must move together.
Reservation Agreements vs. Pre-Contracts: Understanding Shareholder Approval Thresholds
| Approval Threshold | Legal Basis | When It Applies |
|---|---|---|
| 75% of share capital | Law 31/1990 (default) | Third-party transfers when AoA is silent |
| Custom threshold (51%–100%) | Law 223/2020 | When AoA expressly sets a different threshold |
| No approval needed | Law 31/1990 | Transfers between existing shareholders (unless AoA requires it) |
| Unanimous (100%) | AoA provision | When founders want maximum control over new entries |
Common Mistakes That Delay or Block a Share Transfer
6 Common Mistakes That Block Share TransfersDo You Actually Need a Lawyer to Change Shareholders in Romania?
For most transfers, Romanian law already provides the answer: yes, at minimum, for document attestation. The share transfer agreement for SRL social parts must be attested by a Romanian lawyer or authenticated by a notary. You can’t skip this step regardless of how simple the transaction seems.
Beyond that legal minimum, the honest answer is: it depends on the complexity of your situation. A straightforward sale between two existing shareholders in a clean, debt-free company with a simple AoA is manageable with proper legal support on the documents. A transfer involving a third party, a new investor, a foreign national, an unreachable shareholder, or a company with outstanding tax obligations is an entirely different matter.
It’s also worth considering whether a shareholder agreement in Romania makes sense alongside the transfer. A well-drafted SHA addresses governance, exit rights, and dispute resolution mechanisms in ways the AoA alone doesn’t cover.
The Bottom Line
Changing shareholders in a Romanian company is more than an administrative step. It changes voting rights, tax obligations, and legal relationships simultaneously.
First: Follow the correct sequence from agreement to resolution to AoA update to ONRC filing, within 15 days. Any gap in the chain creates legal exposure.
Second: Know the new rules. Law 239/2025 added ANAF notification obligations and debt guarantees for controlling stake transfers, and capital gains tax on direct share sales now stands at 16%. These rules are in force now, not coming.
Third: Build the documentation correctly the first time. The cost of fixing a rejected ONRC filing or a blocked registration is always higher than the cost of professional legal support at the outset.
Related Guides & Resources
Expand your understanding of corporate and company law in Romania with these complementary guides:
Essential Reading for Corporate Transactions
- Company Formation in Romania – Setting up an SRL and understanding share structures from day one
- Corporate & Commercial Law – Full corporate law services for governance, transactions, and compliance
- Contract Law in Romania – The legal framework governing share transfer agreements and commercial contracts
- Litigation & Dispute Resolution – When shareholder disputes require legal proceedings
Romanian Government & Regulatory Bodies
- ONRC (Trade Register) – Company registration and shareholder change filings
- ANAF – National Agency for Fiscal Administration — controlling stake notifications
- Ministry of Justice – Legal oversight and corporate enforcement
- Monitorul Oficial – Official publication of Romanian laws and regulations
FAQ – Changing Shareholders in a Romanian Company
Q: How long does it take to change shareholders in a Romanian company?
A: Once the documents are correctly prepared, ONRC typically processes a share transfer registration within 3 to 7 business days.
The 15-day filing deadline runs from the date of the shareholders’ resolution.
For controlling stake transfers requiring ANAF clearance under Law 239/2025, build in additional time for the tax certificate or guarantee approval.
Q: Does a share transfer in an SRL need to go through a notary?
A: Not necessarily. The transfer agreement can be attested by a licensed Romanian lawyer rather than notarized.
Both formats are accepted by ONRC.
Notarization is required when the transfer is structured as a gift (donation) or when the parties choose it for added evidentiary certainty.
Q: What happens if a shareholder is unreachable or refuses to cooperate?
A: The correct legal approach is to issue formal notifications to their last known address, document all communication attempts, and proceed under the legally permitted procedure set out in Law 31/1990.
Thorough documentation of every notification step is what allows the Trade Register to approve the transfer.
Q: Do I need to update the beneficial owner register after a share transfer?
A: Yes, if the transfer changes who the ultimate beneficial owner is.
Romanian anti-money laundering legislation requires companies to maintain an accurate UBO declaration with the Trade Register.
This is a separate obligation from the share transfer filing itself, and failing to comply carries independent sanctions.
Q: Can a non-resident foreigner be a shareholder in a Romanian SRL?
A: Yes. Romanian law places no nationality restrictions on SRL shareholders.
Both non-resident individuals and foreign companies can hold social parts.
However, foreign shareholders must provide authenticated and translated identity documents.
Missing or improperly apostilled documents are one of the most frequent sources of delay in cross-border share transfers.
Disclaimer: This article is for general information only and does not constitute legal advice. Please consult with a qualified Romanian corporate lawyer to verify current laws and regulations before initiating any shareholder change. Laws and procedures are subject to change, and individual circumstances may vary.
