Since 9 March 2026, every transfer of shares in a Romanian SRL is opposable to the tax authority (ANAF) only if statutory conditions are met. OUG 13/2026 (Monitorul Oficial no. 181/2026) amended art. V of Law 239/2025 to drop the reference to the shareholder “holding control”. The conditions now apply to any transfer of any size: notify ANAF within 15 days and, if the company owes tax, post guarantees that ANAF accepts. ANAF enforces those guarantees if the debts are not paid within 60 days of Trade Register (ONRC) registration.
For gambling groups this matters because the Romanian SRL is often the local employer, contracting party or license holder. Below is how the rule works and how to structure a deal around it.
What Romania is trying to achieve
The law creates no new tax. It adds a checkpoint to share transfers so that tax recovery is settled before a change of ownership can be relied on against the state.
The mechanism is opposability (opozabilitate). A share transfer can be valid between seller and buyer and still not bind ANAF until the statutory checklist is complete. In practice, the risk of unpaid taxes moves into the window between signing and registration, which is exactly where buyers should manage it.
The government’s stated aim, in the preamble to OUG 13/2026, is to stop the transfer mechanism being used to walk away from tax debts, for example when a controlling shareholder formally leaves an indebted company.
The checklist under art. V of Law 239/2025
- Notification within 15 days. The seller, the buyer or the company notifies ANAF within 15 days of the transfer, attaching the transfer deed and the updated articles of association.
- Tax clearance certificate. ANAF reviews the company’s tax position and issues a tax clearance certificate (certificat de atestare fiscală). The draft implementing order gives ANAF three working days.
- Guarantees where there are arrears. If the certificate shows tax arrears or enforceable claims, the buyer or the company provides guarantees covering those amounts, unless they are paid first. The accepted forms come from the Fiscal Procedure Code (Law 207/2015): a cash deposit at the treasury, a bank guarantee or insurance policy, a mortgage or a pledge.
- Verification at the ONRC. The Trade Register requests the certificate when it processes the registration. If debts are listed, registration requires proof that ANAF agreed to the guarantees.
- The 60-day rule. If the listed debts are not paid within 60 days of registration, ANAF enforces the guarantees. Guarantees are released by administrative act once the debts are fully paid.
Treat the guarantee as a real cost of capital. Cash is locked up, or a bank charges for the instrument, until the debt is cleared.
What changed on 9 March 2026
Law 239/2025 first applied the conditions to transfers by the shareholder “holding control”. That left a familiar workaround: dilute the controlling stake first, for instance through a capital increase that admits a new shareholder, and then transfer what is now a minority stake outside the rule.
OUG 13/2026 removed the reference to control from the opening of art. V(1). The conditions now apply to any transfer by any shareholder, whether to another shareholder or to a third party, and whether it moves 1% or 100%.
Why the authorities tightened it
According to the Ministry of Finance, the control-only test did not capture enough of the patterns seen in practice. The fix favors breadth and certainty of collection over precision. It also came in the same fiscal package that targeted excise and VAT risks in the fuel sector, which explains its urgency.
Practical impact for gambling groups, affiliates and investors
Romanian SRLs in gambling groups typically employ staff, sign marketing and venue contracts, hold payment and IT vendor relationships, or carry an ONJN Class 2 license. The rule changes how those companies change hands:
- Closings become three-party events. Seller, buyer and ANAF all have a role, and the timetable depends on ANAF’s certificate and its acceptance of any guarantee.
- Tax due diligence is now deal-critical. Arrears, enforceable titles and certificate status decide whether you can close cleanly, pay down first, or fund a guarantee.
- Restructurings need sequencing. Intra-group reallocations are not exempt. Plan shareholder exits and entries as one coordinated closing, not a series of filings.
- Cheap debtor shells lose their appeal. Buying an indebted SRL to use its registration or history no longer escapes the debt. Legitimate rescues are still possible but take more process.
For licensed companies there is a second layer. A change of shareholders in an ONJN licensee must also be notified to the regulator, and the new owners pass through ONJN’s own checks. Our Romania B2B license guide covers the regulator side; this post covers the tax side.
Is this relevant internationally?
The rule is Romanian corporate and tax law. It grants no license and has no cross-border effect. It still matters to foreign buyers, who must price ANAF’s steps into a Romanian acquisition, and to banks, payment providers and auditors, who read a clean tax position as a sign of good governance at onboarding.
A 2026 playbook for SRL deals
Step 1: Pre-signing tax check. Obtain the certificate or equivalent confirmations, reconcile them with the accounts and the SPV records, and identify any enforceable amounts.
Step 2: Choose a path. The seller clears the arrears before closing (best); the buyer funds a guarantee with a matching price adjustment; or, where liabilities are unclear, an asset deal replaces the share deal.
Step 3: Write it into the contract. Make ANAF notification, a clean certificate or ANAF’s acceptance of the guarantee a condition precedent. Add an escrow or holdback sized to the arrears, tax indemnities and representations, and a walk-away right.
Step 4: Diary the 60 days. The period runs from ONRC registration and, under the draft order, cannot be extended by the parties. Fund settlement before registration, not after.
For licensed companies, run this alongside the ongoing obligations in the deadlines and taxes that keep your license alive. Holding structures add their own questions, covered in tax benefits of a Romanian holding company.
What applies now (October 2026)
The statutory rule in art. V of Law 239/2025, as amended by OUG 13/2026, has applied since 9 March 2026. The detailed procedure is still being finalized. In July 2026 ANAF and the Ministry of Justice published a draft joint order covering the notification, the certificate, the guarantee and the ONRC check. As of September 2026 that order had not been published in the Monitorul Oficial.
Until it is, practitioners are filing the notification through ANAF’s registry, by registered post with acknowledgment of receipt, or through the SPV portal, attaching the transfer deed and updated articles and keeping the registration number as proof of timely filing. Confirm the format with the competent tax office before you rely on it.
Common questions from deal teams
Parallel transfers. Several transfers in the same company multiply the steps. Batch them into one closing.
Wrong ANAF records. The ONRC relies on the certificate. If it shows debts you dispute, reconcile payments and update the tax position before closing; allow a clean-up period in the timetable.
Hidden liabilities. The certificate is a closing gate, not a warranty. Keep indemnities for tax periods that a later audit may reopen.
Housekeeping for operators. Keep filings current, avoid ad hoc shareholder changes, and document intercompany flows with transfer-pricing discipline. A company that is always deal-ready closes faster.
Conclusion
OUG 13/2026 closed the escape route that Law 239/2025 left open. Every SRL share transfer now binds ANAF only once it has been notified and, where taxes are owed, secured. Treat the notification and the guarantee as core deal steps. If you are forming or restructuring a Romanian entity, our Romania company formation and transactions teams can plan the sequence with you.
