The transfer of shares within LLCs (SRLs) is now strictly regulated to prevent the avoidance of tax liability through fictitious assignments or intermediaries (“fronts”). Government Emergency Ordinance no. 13/2026 expands the conditions for enforceability with ANAF, meaning that any transfer, regardless of the participation percentage or shareholder status, is subject to fiscal control.
Stages of the Share Transfer Process
- Preliminary Stage – Enforceability with ANAF
To make the transfer enforceable against ANAF:
Notification to ANAF:
Within 15 days of the transfer, the assignor, assignee, or the company must submit:
- The share transfer deed;
- The updated articles of association with the new shareholder details.
Guarantees for tax debts (only for LLCs with outstanding obligations):
- Establish guarantees covering the amounts in the fiscal certificate (CAF);
- Obtain ANAF approval for the guarantees.
Accepted forms of guarantees: dedicated Treasury account, guarantee letter, insurance policy, mortgage, or pledge.
Refund: If the debts are settled within 60 days from registration at ONRC, guarantees are returned; otherwise, ANAF may enforce them.
LLCs without tax debts are only required to notify ANAF.
- Registration of the Mention at ONRC
After the preliminary stage, the file submitted to ONRC must include:
- Proof of notification to ANAF and, if applicable, approval of guarantees;
- Registration request form;
- Updated articles of association;
- Decision of the sole shareholder / General Meeting of Shareholders (GMS);
- Share transfer contract (if not part of the GMS decision);
- Copies of shareholders’ identification documents;
- Mandatory declarations under law (e.g., ultimate beneficiary, tax certificate for foreign shareholder);
- Proof of payment for the publication of the GMS decision in the Official Gazette.
Note: ONRC may request additional documents depending on the specific situation.
Effects
- After the request is approved, the share transfer and updated articles of association are registered in the Trade Registry.
- The transfer becomes enforceable against ANAF and third parties.