Ready-Made Companies in Romania, the SRL Catalogue

We give no view on any buyer's case. The law fixes three points. The company's debts stay with it (art. 3(1) Law 31/1990). The buyer is a member towards third parties only from the ONRC entry (art. 203(2)). Most listed attributes can be checked before paying, in free public registers. Whether it fits a plan is a conversation.

The debts stay with the company (art. 3(1) Law 31/1990). Since OUG 13/2026, a transfer of any SRL member's shares needs a guarantee if arrears are outstanding. The guarantee follows art. 211(a)-(b) Fiscal Procedure Code and is shown at ONRC. ANAF enforces it if the arrears are unpaid 60 days after the registration (art. V(4) Law 239/2025).

That no overdue obligation stood in the balance on the last day of the month before the request and remained unpaid on issue (art. 158(2) Fiscal Procedure Code). It is issued within 3 working days and usable up to 30 days (art. 158(5)). It shows arrears, not what a later tax audit may assess.

The company continues, but no text says its VAT code survives the transfer. The code is cancelled after 6 consecutive months (2 quarters) without a return or with returns showing no transactions. It is also cancelled when the company is declared inactive, or for offences in the fiscal record of a majority shareholder or an administrator (art. 316(11) Fiscal Code).

Yes. From 1 January 2026, a company with no payment account in Romania or at the State Treasury can be declared inactive. Annual accounts filed more than 5 months after the deadline are the other ground (art. 92(1^2) Fiscal Procedure Code). If it is not reactivated within one year it is dissolved. ANAF's register of inactive taxpayers is public.

Company law does not answer it. The bank decides on a new owner under its own know-your-customer rules. A listing that shows an account therefore promises nothing about its future. The law only requires every legal person to hold a payment account in Romania or at the State Treasury from 1 January 2026 (art. 1(1^2) Law 70/2015).

A new SRL needs 500 lei (art. VI(2) Law 239/2025). An SRL above 400,000 lei net turnover needs 5,000 lei (art. VI(1)). Registered SRLs must reach it by 18 December 2027 (our computation under art. VI(6), as of 23 October 2026). It names no figure for an existing SRL below that turnover; that point is not settled.

No. The authentic form of an amendment is compulsory in only three cases (art. 204(2) Law 31/1990, text of January 2024). A share transfer is not one of them. A Bar-registered lawyer drafts the transfer deed, the amended constitutive act and the resolutions (art. 3(1)(c) Law 51/1995).

The ONRC application is signed by hand or by qualified electronic signature. An attorney under a notarised power of attorney, or a lawyer under mandate, may file it (art. 36(1) Law 31/1990). Foreign official documents need an apostille or superlegalisation unless a treaty or EU rule removes the formality, always with a legalised Romanian translation (art. 76 Law 265/2022).

The buyer is a member towards third parties only from the ONRC entry of the transfer, not from the signing (art. 203(2) Law 31/1990, text of January 2024). Third parties include banks, ANAF and counterparties. The entry follows the filing of the change, which is due within 15 days of the act (art. 43(1) Law 265/2022).

We give statutory terms only. A change is filed within 15 days of the act (art. 43(1) Law 265/2022). The registrar decides within one working day, and an incomplete file gets up to 15 calendar days (2022 text, later amendments not read). The ANAF tax certificate takes up to 3 working days. No overall time is promised.

ONRC publishes free the name, seat, J number, EUID, CUI, status and legal representatives of every company (art. 12(1) Law 265/2022). You search ANAF's register of inactive taxpayers by fiscal code or name, and its VAT register by fiscal code. A Romanian VAT code is the CUI with the prefix RO.

The threshold is 395,000 lei of annual turnover (art. 310(1) Fiscal Code). It rose from 300,000 lei on 1 September 2025 (OG 22/2025). Below it a company may opt in at any time. The Fiscal Code refers to a VAT registration certificate and requires changes to its data to be reported within 15 days (art. 316(18)).

The fiscal-representative rule (art. 316(7) Fiscal Code) makes a representative compulsory for taxable persons not established in the EU. For those established in the EU it is optional. On our reading, it does not address a Romanian SRL. Representation before ANAF is tax consultancy (art. 3(1) OG 71/2001), which this site does not sell.

A societate cu răspundere limitată, a limited liability company. Its members answer only up to the subscribed capital (art. 3(3) Law 31/1990). Its shares pass to an outsider by a transfer approved by at least three quarters of the capital, unless the articles differ (art. 202(2)). Its constitutive act states the corporate object with its main activity (art. 7(c)).