The immediate impact on companies is increased oversight of corporate transactions and the simplification of certain fiscal administrative mechanisms. Government Emergency Ordinance no. 13/2026, published in Official Gazette no. 181/09.03.2026, introduces targeted amendments to Law no. 239/2025, Law no. 227/2015 – Fiscal Code, and Law no. 207/2015 – Fiscal Procedure Code, with effects on the transfer of shares, the excise duty regime, fiscal risk analysis, and the operation of the RO e-VAT system.
Transfer of Shares and Fiscal Compliance
One of the most significant changes concerns the procedure for the transfer of shares. Starting from the entry into force of the ordinance, share transfers are enforceable against the central fiscal authority only if the company presents a tax clearance certificate confirming the absence of outstanding tax liabilities, or if existing tax debts are secured by guarantees.
Previously, this restriction applied exclusively to the transfer of shares held by the controlling shareholder of a limited liability company.
Changes in the Excise Duties Area
In the field of energy products, the legislative act clarifies definitions relating to wholesalers with or without storage facilities and the wholesale trading certificate. It also introduces the possibility of purchasing the energy products referred to in Article 435(3) of the Fiscal Code from certified recipients.
At the same time, the obligation to obtain authorization as an authorized importer applies only to economic operators importing the excisable products mentioned in that article. The status of registered consignors is also clarified, as they are included among the operators exempt from the authorization requirement.
An important change concerns financial guarantees for operators engaged in wholesale trading of energy products. For gasoline, diesel, kerosene, and biofuels, the obligation to provide a financial guarantee of 2,500,000 RON and to hold fixed tangible assets of the same value remains in place. For operators distributing liquefied petroleum gas (LPG) and fuel oil, the guarantee level is reduced to 250,000 RON, reflecting the lower excise level and smaller trading volumes.
Fiscal Risk Analysis and the RO e-VAT System
In the area of fiscal procedure, the application of certain provisions concerning the communication of the fiscal risk class or subclass is suspended until 31 December 2026. Taxpayers will be able to access this information directly through their account in the Virtual Private Space (SPV), eliminating additional administrative correspondence with the tax authority.
Regarding the RO e-VAT system, the obligation to send compliance notifications is eliminated, as the provision of the pre-completed VAT return to taxpayers renders this mechanism redundant. In addition, provisions relating to the selection of taxpayers for tax audits within the e-VAT framework are repealed to avoid overlap with the risk analysis rules already established in the Fiscal Procedure Code.