Payment to the company of a tax that is due by natural persons upon the sale of shares

Mr. Popescu is a natural person that is resident of Romania and he is the sole shareholder of the company X SRL, a Romanian juristic person that has been set up according to the Company Law no. 31/1990. The nominal value of the share capital is RON 2,000. The natural person decides to sell the shares to another natural person from Romania. The parties have agreed as price of sale the amount of RON 10,000 and they have signed the share assignment agreement on July 22nd 2015. In order to have this modification registered with the Trade Registry, the authorities of the Registry require a proof of the tax payment made in relation to this transaction.

Upon preparing an accounting monograph, we need to consider that, by the fact that the natural person selling the shares obtains a price that is higher than the nominal value, such natural person obtains taxable income.

According to Art. 66, par. (3) of the Fiscal Code, the natural person has to pay 16% tax for the gain they obtain. The tax calculation basis is the difference between the price of sale and the nominal value of shares.

The tax is withheld by the buyer from the price due to the seller. The amount is made available to the company and it is paid to the budget by the company that issued the shares that are subject matter to the sale.

Tax calculation basis = RON 10,000 – 2,000 = 8,000

Tax due = RON 8,000 x 16% = 1,280

Booking of the amount paid by the buyer at the cashier’s office of the company:

5311”Petty cash in RON” = 462 “Sundry creditors” amounting to RON 1,280

This amount shall be booked as follows in the account of income tax that is due by the natural person:

462”Sundry creditors” = 446”Other taxes and similar liabilities” amounting to RON 1,280.

Payment of tax to the budget, by bank transfer:

446”Other taxes and similar liabilities” = 5121 “Cash at bank in RON” amounting to RON 1,280

Tax is declared to the state budget by the tax return form 100, which corresponds to the month in which tax is paid and the company shall file the tax return 205 concerning the tax withheld from the income obtained by the natural person, until the 28th February of the following year.

Tax is due until the date when the modification is registered with the Trade Registry and payment within the deadline is a prerequisite of modifications that are related to the company.

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