Implementing new procedural rules for share transfers in Romanian LLCs

What are the main clarifications introduced by the Order?

The Order provides the practical framework for the notification and review process applicable to share transfers in Romanian limited liability companies and introduces several important procedural elements, including:

• a standard notification form to be submitted together with the share transfer document and the updated articles of association;
• a clarification that the submission of the notification triggers a review process by Romania’s national tax authority, ANAF, during which additional information and supporting documentation may be requested;
• a requirement for ANAF to issue the tax clearance certificate within three working days following the submission of the notification;
• a new template for the tax clearance certificate;
• a mechanism for covering newly arising tax liabilities through additional guarantees or payment of the relevant amounts;
• clearer allocation of roles between the Romanian tax authorities and the Romanian Trade Register, together with a formal cooperation framework between the two institutions.

Next steps

The Order provides the long-awaited procedural guidance needed for the implementation of the new tax clearance and guarantee requirements applicable to share transfers. While the main administrative steps are now clearer, the practical interaction between taxpayers, ANAF, and Romanian Trade Register will need to be tested in practice over the coming months.