Sell Your Dormant or Unwanted Romanian SRL to Us
Updated 23 October 2026
You hand over a dormant or unwanted Romanian SRL by a share transfer. We run the intake, the clean-up list and the file. Terms are on request.
- Dormant or unwanted SRLs that can be made clean
- Not a business broker or a valuation service
- ANAF notified within 15 days of the transfer
- Deed drafted by a Bar-registered lawyer, no notary
The papers of an SRL share transfer, ready for the parties to sign.
Which companies we take over
We take over dormant or unwanted SRLs that can be made clean. The tool is a share transfer (cesiune de părți sociale). We decide on each company at intake, after the public checks. We promise no company a buyer in advance. The legal steps are the same for any buyer, and the share transfers page sets them out.
We are not a business broker or a valuation service. We run no listing board for operating businesses. Terms are on request, and this page prints no price, valuation or takeover criteria. If you came to buy, the catalogue lists shelf companies for sale in Romania.
What the takeover includes
What we do on a takeover, and what stays with other professionals.
Intake and public checks
We read ANAF's inactive register, the Ministry of Finance statements lookup and an ONRC extract. Then we decide on the takeover.
A clean-up list
We write each open point next to the rule behind it. These are the same lines a buyer checks.
The file for the lawyer and the parties
We put the company papers and certificates in one file. A Bar-registered lawyer drafts the deed and resolutions from it.
The transfer coordinated
We organise the signing and prepare the ANAF notification file for the parties to file. Then we follow the ONRC filing.
Beneficial-owner paperwork
We collect identity documents at intake. We prepare the new beneficial-owner declaration for ONRC.
What stays with others
A lawyer drafts the deed (Law 51/1995, art. 3). The company's accounting staff or a CECCAR member keeps the books. A tax consultant gives tax advice.
How a sale runs
Who acts at each step, and the statutory term. We give no total duration. A clean-up adds time that no official source measures.
law a term set by law law (2022 text) a term of the 2022 text of Law 265/2022
- 1
Intake
RomaniaShelf Solutions
- 2
Clean-up and reactivation
The company, its accounting staff or a CECCAR member
ANAF decides
- 3
Certificates and arrears
ANAF and the local tax office
Arrears paid, or a guarantee, by the company or the buyer
- law ANAF: up to 3 working days, usable 30 days
- law local tax office: up to 2 working days, valid 30 days
- 4
Drafting
Bar-registered lawyer
- 5
Signing
Seller and buyer
- 6
ANAF notification
The company, the seller or the buyer
- law within 15 days of the transfer
- 7
ONRC filing
Legal representative, lawyer or attorney
- law (2022 text) within 15 days of the act
- law (2022 text) the registrar decides within one working day
- law beneficial-owner declaration within 15 days of the change
- 8
The seller's single return
Resident individual selling
- law by 25 May of the following year
The line shows order, not scale: each term runs from its own event.
Intake
We run the public checks. We collect the identity documents of the seller and the beneficial owner. Then we say whether we take the company over.
Clean-up and reactivation
The company's accounting staff or a CECCAR member files the missing statements. The company opens a Romanian payment account and renews its office title. ANAF decides on reactivation (Fiscal Procedure Code, art. 92).
Certificates and arrears
Next come the tax certificate and the local-tax certificate (the ANAF tax certificate guide). Arrears are paid, or the company or the buyer posts a guarantee.
Drafting by a lawyer
A Bar-registered lawyer drafts the deed, the approving decision, the updated constitutive act and the new administrator's acceptance. No notary is required (Law 31/1990, art. 204).
Signing
Seller and buyer sign the deed the lawyer drafted. The ONRC application is signed by hand or with a qualified electronic signature (Law 265/2022, 2022 text). Official documents issued abroad and filed with it need an apostille or superlegalisation, unless a treaty or EU rule removes that need. They always need a legalised Romanian translation (Law 265/2022, art. 76).
ANAF notification within 15 days
The company, the seller or the buyer notifies ANAF (Law 239/2025, art. V). Since OUG 13/2026, this applies to the shares of any SRL member. We prepare the file.
ONRC filing and entry
The legal representative, a lawyer or an attorney with a notarised power of attorney files within 15 days of the act. The filing includes the beneficial-owner declaration at ONRC. The registrar decides within one working day (Law 265/2022, 2022 text).
The seller's own return
A Romanian-resident individual declares and pays the gain by 25 May of the year after the sale. The tax table covers other sellers.
Is your SRL clean enough for a buyer?
A buyer reads the inactive register and the filed statements first. Send us the company name and we read them before any buyer does.
What a buyer checks before signing
Before the deed, a buyer searches ANAF's inactive register and the Ministry of Finance statements lookup. Both are public and free. The table sets out the rules behind them. For the status itself, see the inactive-taxpayer status guide.
| What the buyer checks | What the rule says | Where | Term |
|---|---|---|---|
| Annual statements filed | statements by 31 May of the following year; a company that never traded files a sworn no-activity declaration with ANAF instead | Annex 1, OMF 2.036/2025 | 31 May; within 60 days of year end |
| A Romanian payment account | having neither a payment account in Romania nor an account at a State Treasury unit is an inactivity ground from 2026; a fine of 3,000 to 10,000 lei (2026) comes on top | art. 92 Fiscal Procedure Code; art. 12(4) Law 70/2015 as inserted by Law 239/2025 | from 2026 |
| The other inactivity grounds | no declarative obligation met in a calendar half-year; an unidentifiable fiscal address; not operating at the declared fiscal address; a registered temporary inactivity; an expired company duration; no statutory bodies; an expired registered-office title; statements not filed within 5 months of the legal deadline | art. 92 Fiscal Procedure Code | 5 months after the legal deadline |
| Not on ANAF's inactive register | reactivation needs every return filed and no overdue tax obligations, and on the two 2026 grounds also the account opened or the statements filed; not reactivated, the company is dissolved; the limitation of old tax years is suspended while inactive | art. 92 and art. 111 Fiscal Procedure Code; art. VII Law 239/2025 | one year from the declaration |
| The two certificates | the ANAF tax certificate shows overdue obligations only; a separate certificate comes from the local tax office | art. 158 and art. 159 Fiscal Procedure Code | up to 3 working days and usable for up to 30 days (ANAF); up to 2 working days and valid 30 days (local office) |
| Arrears and the guarantee | arrears paid before closing, or the company or the buyer constitutes the guarantee under art. 211 Fiscal Procedure Code; the seller is not named; ANAF enforces it if the arrears stay unpaid | art. V Law 239/2025, as widened by OUG 13/2026 | 60 days from the ONRC registration |
| Approval, form and drafting | the sole shareholder decides alone; a sale to an outsider needs the approval of shareholders holding at least three quarters of the capital, unless the articles say otherwise; no notarised form; the drafting is a lawyer's | art. 196^1, art. 202 and art. 204 Law 31/1990; art. 3 Law 51/1995 | before signing |
ANAF must ask for the dissolution of some older inactive companies within one year of the law. The rule covers companies declared inactive before 18 December 2025 that owe tax. It does not cover a company that is the subject of a criminal complaint. It applies unless the company is reactivated (Law 239/2025, art. VII, with art. VIII for SRLs).
The seller's tax on the sale
The rules by kind of seller. We state them and do not compute any case. Advice on a seller's own position is a tax consultant's work (OG 71/2001, art. 3). The guide to capital gains in Romania goes further.
| Seller | Tax on the gain | Return and deadline | What to lodge or know |
|---|---|---|---|
| Resident individual | 16% on the annual net taxable gain, the sale price minus the tax value, for income of 2026 onward; CASS at 10% may also be due once the year's cumulated income of these kinds reaches 6 gross minimum wages | the single return (Declarația unică, form 212) and the payment by 25 May of the year after the sale | whether CASS applies depends on the person's position |
| Non-resident individual | Romanian-source income, taxed under the income-tax title and outside the withholding chapter for non-residents | declared and paid by the seller on the single return, with the competent tax body | a treaty claim needs the tax residence certificate lodged with the company and a legalised copy with an authorised Romanian translation annexed to the return; without them, or where the treaty gives Romania the right, Romanian tax applies; a Romanian representative (împuternicit) unless the seller lives in the EU or EEA, in a tax-cooperation state, or communicates with ANAF electronically under art. 79 |
| Romanian company | the gain is taxable profit at 16%; it is non-taxable after at least 10% of the capital held for an uninterrupted year | the company's profit-tax returns | whether the holding test is met is checked per case |
| Foreign company | declares and pays Romanian profit tax itself where no treaty protects it | declared and paid by the company itself | the same treaty claim as a non-resident individual; no treaty result is given here |
Sources: Law 239/2025, art. XII; Fiscal Code, art. 122 and 123.
What you still answer for after the sale
The entry ends the seller's place in the company. The law still names cases in which a former member answers.
The company's debts stay with the company
Its assets guarantee them. An SRL member answers only up to the subscribed capital (Law 31/1990, art. 3).
Joint tax liability, on bad-faith grounds
One ground is hiding assets to cause insolvency. Another is causing taxes to go undeclared or unpaid. A third is causing arrears to build up and evading payment once insolvency is requested (Fiscal Procedure Code, art. 25).
Limited to the period held, after a hearing
It covers the period in which the person held the capacity. A decision issued without hearing them is void (art. 26).
What this page does not cover
We did not review the other cases of art. 25(2). Nor did we review an administrator's civil liability or insolvency liability (Law 85/2014). None of them is ruled out.
Sell, dissolve, pause or do nothing
Four routes for a dormant SRL, with their terms and tax bases. The rates apply to different bases, so the table ranks nothing. The closing route is set out under the strike-off at ONRC.
Sell
- ends at the ONRC entry
- tax 16% on the gain for a resident individual
Dissolve and liquidate
- effect against third parties 30 days after the Part IV publication
- long route within one year of the entry, extendable
- tax 10% on liquidation income
Pause
- term registered temporary inactivity of up to 3 years
Do nothing
- ends dissolution one year after an inactivity declaration, unless reactivated
| Route | What it needs | What ends it, and when | Tax on the result, and what stays |
|---|---|---|---|
| Sell by a share transfer | approval (the sole shareholder alone; for a sale to an outsider, at least three quarters of the capital), a lawyer-drafted deed, a clean file | the ONRC entry, when the seller stops being a shareholder towards third parties; the ANAF notification within 15 days of the transfer | 16% on the gain for a resident individual; joint tax liability on the bad-faith grounds of art. 25, for the period held; other liabilities not reviewed |
| Dissolve and liquidate (dizolvare, lichidare, radiere) | the short route: debts paid or settled and unanimity on the assets; otherwise the long route with an authorised liquidator | effect against third parties 30 days after the Part IV publication, at 152 lei per manuscript page in 2026, VAT included (Official Journal Part IV tariff); the long route finished within one year of the entry, extendable | 10% on liquidation income for a resident individual, final; liquidation does not release the members |
| Registered pause (inactivitate temporară) | a registered temporary inactivity in the trade register | up to 3 years from the entry; dissolution is requested only if activity has not resumed when it ends | no tax returns while it runs; the pause is itself an inactivity ground |
| Do nothing | no decision | inactivity on a ground in the first table, then dissolution one year after the declaration unless reactivated; with no arrears, struck off if nobody asks for a liquidator within 20 days of the dissolution entry | with arrears, ONRC appoints a liquidator at a fixed fee of 1,000 lei, plus 10% of the sums recovered where those exceed 2,000 lei; old tax years stay open while inactive |
Sources: Law 31/1990, art. 203, 234, 235 and 260; Fiscal Code, art. 97; Law 239/2025, art. VIII.
Want your SRL's file read before a buyer reads it?
Send the company name. We read its register entries and filings and return the clean-up list before anything is drafted.
Frequently asked questions
Will you take over my company?
We decide company by company at intake. First we read ANAF's inactive register, the Ministry of Finance statements lookup and an ONRC extract. We promise no company a buyer in advance, and this page prints no takeover criteria. Terms are on request. The answer starts with the review of your company's file.
Can I sell a dormant Romanian SRL instead of closing it?
Yes, by a share transfer (cesiune de părți sociale). A sole shareholder decides alone. A sale to an outsider needs the approval of shareholders holding at least three quarters of the capital, unless the articles say otherwise (Law 31/1990, art. 202, text of January 2024). No notary is required. A Bar-registered lawyer drafts the deed and resolutions.
What must be sorted out before a buyer will sign?
A buyer checks the main inactivity grounds (art. 92). One is annual statements missing five months after the legal deadline. Another is no payment account in Romania or at the Treasury. Others are no return in a calendar half-year, an expired registered-office title or no statutory bodies. Arrears are not a ground, but they trigger the guarantee and block reactivation.
My SRL has already been declared inactive. Can it still be sold?
Only reactivation clears the status. It needs every return filed and no overdue tax obligations. On the 2026 grounds, it also needs the account opened or statements filed. A company not reactivated within a year of the declaration is dissolved (Fiscal Procedure Code, art. 92). No text we read says if ONRC registers a transfer while it is still listed.
Who tells ANAF about the sale, and when?
The company, the seller or the buyer tells ANAF within 15 days of the transfer. The notice goes with the deed and the updated constitutive act (Law 239/2025, art. V). Since OUG 13/2026, the rule covers the transfer of the shares of any SRL member. We prepare the notification file. The parties file it.
If the company owes tax, do I have to post a guarantee?
The statute names the company or the buyer, not the seller. One of them constitutes the guarantee under art. 211 Fiscal Procedure Code. Arrears can also be paid before closing. ANAF enforces the guarantee if the arrears are still unpaid 60 days after the registration of the transfer at ONRC (Law 239/2025, art. V).
How much tax do I pay on the sale?
A Romanian-resident individual pays 16% on the annual net taxable gain, for income of 2026 onward. The gain is the sale price minus the tax value. The single return and payment are due by 25 May of the following year. CASS at 10% may be added once cumulated income reaches 6 gross minimum wages. We compute no case.
I live abroad. Does Romania tax my gain?
The gain on Romanian SRL shares is Romanian-source income. The seller declares and pays it on the single return. A treaty may give the taxing right to the seller's state. To claim it, lodge the tax residence certificate with the company and annex a legalised, translated copy to the return. Without it, Romanian tax applies. We give no treaty result.
Once the sale is registered, am I free of the company's debts?
The company's debts stay with the company. An SRL member answers up to the subscribed capital. The tax rule we reviewed is joint liability on bad-faith grounds (art. 25 Fiscal Procedure Code). It is limited to the period you held the capacity, and imposed only after a hearing. We did not review other liabilities, so none is ruled out.
Is selling quicker than liquidating?
A sale ends at the ONRC entry. The short liquidation route needs debts paid or settled and unanimity on assets. A dissolution takes effect against third parties 30 days after its Part IV publication. The long route has one year, extendable. No official source gives durations. The 16% on a gain and 10% on liquidation income tax different bases.
How much can I sell my company for?
This page gives no price, valuation or figure for what we pay. Takeover terms are on request, after the intake. The law does fix the tax base on the seller's side. It is the difference between the sale price and the tax value of the shares. A Romanian-resident individual pays 16% on it, on income of 2026 onward.
What is the best way to sell my company?
An SRL is sold by a share transfer. The parties agree the buyer and the price. This page does not decide for anyone whether to sell, dissolve, pause or leave the company. The comparison table above sets the four routes side by side, with their terms and tax bases.
What papers do I hand over, and can I act from abroad?
Passport or national ID and company papers: constitutive act, registration certificate, register of members, registered-office title, last statements or no-activity declarations, certificates, account details. From abroad, a Romanian lawyer or an attorney with a notarised power of attorney files at ONRC. It needs an apostille or superlegalisation unless a treaty or EU rule removes it, and a legalised Romanian translation.
Do I need a notary, and who drafts the deed?
No notary is required for an SRL share transfer (Law 31/1990, art. 204). A Bar-registered lawyer drafts the deed, the approving decision and the updated constitutive act (Law 51/1995, art. 3). The legal representative, a lawyer or an attorney holding a notarised power of attorney makes the ONRC filing.
Ready to hand over a dormant Romanian SRL?
Terms are on request. The lawyer's drafting, the books and the ANAF filing are named on this page, not offered by us.