SRL share transfer in 2026: 16% tax on the gain and a 15-day ANAF notice

On Thursday 22 October 2026, the price you receive when you sell the shares of an SRL is not the company’s profit and it is not a loan the company is paying back. The dividends guide explains the 16% the company withholds when it distributes profit. The associate-loan guide explains money that enters the company account and comes back as a debt. Neither says how your gain as an individual is taxed, or within how many days ANAF must be told if the transfer is to bind the tax authority.

The five searches of this URL: (1) the 2026 tax on a direct transfer, 16% on the gain, not on the price and not 3% or 6%, (2) the ANAF notice within 15 days, (3) who must approve the transfer, and why the 30-day opposition is no longer in the statute, (4) the guarantees and the tax-clearance certificate when the transfer is filed at the Trade Register, (5) the beneficial-owner declaration after the holder changes. This is not the ONRC amendments guide: that one covers the office, the director, CAEN, a capital increase, and Form 700. Here the shares move from one holder to another, and the subscribed share capital stays the same figure.

The figures below were checked on 22 October 2026 against art. V of Law no. 239/2025, in the form given by GEO no. 13/2026 (Official Gazette no. 181 of 9 March 2026), against the procedure approved by Order no. 1,137/1,967/C/2026 (Official Gazette no. 855 of 12 October 2026), against the Brașov ANAF synthesis of 21 July 2026, and against art. 123(1^2) of the Fiscal Code as consolidated on 18 October 2026. The ONRC page on share transfers was down for maintenance on the day of the check; the procedure text is the one on legislatie.just.ro.

On a direct transfer, between seller and buyer, with no intermediary, the tax is on the gain, not on the sum you receive. Art. 94(1) of Law no. 227/2015 defines the gain as the positive difference between the disposal price and the fiscal value, and documented transaction costs go into that difference. The fiscal value is, as a rule, the acquisition value or the value of the contribution. Art. 123(1^2), amended by art. XII point 16 of Law no. 239/2025 and applicable to 2026 income, sets a 16% rate on the annual taxable net gain determined under art. 119. In 2025 the rate for transfers that did not go through an intermediary was 10%. The Brașov regional ANAF synthesis of 21 July 2026 puts it on the same page as the 16% dividend: a direct transfer moves to 16% from 1 January 2026. You assess the tax yourself, in the single return. The company whose shares you sell does not withhold it.

Worked example signed on Thursday 22 October 2026. You contributed RON 500 at incorporation, so the fiscal value is RON 500, you sell for RON 40,000, and you have no documented costs. The gain is RON 39,500. The tax is 39,500 × 16% = RON 6,320, not 16% of 40,000 (RON 6,400) and not 16% of the share capital. If the price is also RON 500, the gain is zero before costs. If you sell for RON 1, you have a loss, not a tax computed on the nominal value. The capital written in the articles does not shrink because you accepted a low price: the figure in the articles stays, and the money comes to you, not to the company. A price paid into the company account is not a transfer price. It looks like a loan or a contribution, and those two paths have their own guides. Gains and losses in the same category, in the same year, are netted before the 16%, under art. 96 and art. 119. Do not apply the rate to a single transfer if you also have a loss in that category in 2026.

The 3% and 6% rates are a different regime. The 21 July 2026 synthesis, at art. 96^1(1): for transfers through the intermediaries defined by the law, tax is withheld at source, 3% if the securities were held for more than 365 days inclusive, 6% if they were held for less than 365 days. In 2025 the rates were 1% and 3%. Tax withheld that way is final. Your contract for the shares of an SRL, signed by the two parties, is not that withholding. The gain on the transfer is investment income and joins the pool in art. 155(1)(c)–(h). At RON 39,500, with no other income in the pool, you are on the first band: a base of RON 24,300, health-insurance contribution (CASS) at 10% = RON 2,430. The thresholds of RON 24,300 / 48,600 / 97,200, and why they sit on the RON 4,050 minimum wage of 1 January 2026 rather than the RON 4,325 wage from 1 July, are in the loan guide. The company does not withhold the RON 2,430. You declare it, together with the RON 6,320 tax, on Form 212, by Tuesday 25 May 2027. The day is a working day.

Art. 202(1) of Companies Law no. 31/1990 says shares may be transferred between associates. Paragraph (2): unless the articles provide otherwise, a transfer to persons outside the company is allowed only if it has been approved by associates representing at least three quarters of the share capital. Three quarters of the capital, not three quarters of the people. On capital of RON 1,000, three quarters is RON 750. Read the articles first: they may allow a transfer to outsiders more easily, or close it more tightly. The statutory rule applies when the articles are silent.

Paragraphs (2^1)–(2^4), which described the old opposition procedure and the 30-day period, have been repealed since 5 November 2020 by art. I point 8 of Law no. 223/2020. The text of the article available on 16 October 2026 shows them as repealed. A resolution template that still speaks of a 30-day opposition, of an offer to the other associates within that period, or of silence that counts as consent, no longer has that basis. Do not copy it «to be safe». If the articles have kept, by their own choice, a right of first refusal, the articles apply, not the paragraphs removed from the statute.

A sole associate has no meeting that counts three quarters. You take the decision yourself, in writing, and you update the articles. How the sole associate’s decision is written, as distinct from a contract with your own company, is in the sole-associate guide. Succession is a different rule: paragraph (3) says paragraph (2) does not apply to heirs, unless the articles provide otherwise; if the articles exclude them, the company pays them the value according to the last approved balance sheet. Paragraph (4) caps the number of holders at the legal maximum of associates. Paragraph (5) takes the same three-quarters rule to the creation of a mortgage over shares, and only for that creation. The approval here is not the resolution that increases capital, and it does not change the RON 500 or RON 5,000 figures in Law no. 239/2025.

Art. V(1) of Law no. 239/2025, in the introductory sentence replaced by art. I of GEO no. 13/2026, says that a transfer of the shares of an associate of an SRL binds the central tax authority only if the conditions of the article are met. The first condition, letter (a): within 15 days of the date of the transfer, the seller, the buyer, or the company notifies the tax authority of the transfer instrument and of the articles updated with the new associates’ details. It is enough that one of the three files. The procedure of 23 September 2026, approved by Order no. 1,137/1,967/C/2026 and published in Official Gazette no. 855 of 12 October 2026, repeats the deadline in art. 3(1) and says in paragraph (2) that the notice is mandatory and is the condition for the opposability analysis. On 22 October 2026 the procedure is 10 days from publication. The March ordinance’s preamble spoke of the associate who holds control and leaves a company that has debts. The sentence in force no longer limits the text to «the associate who holds control»: it says «of the associate».

Art. 4(1) of the procedure leaves three routes: the registry of the tax office, post with acknowledgement of receipt, or the Virtual Private Space (SPV). The annexes are those in the statute: the transfer instrument and the updated articles, showing the capital structure after the transfer (paragraph (2)). The form is annex 2 to the order, not Form 100 and not Form 212. Without SPV open you do not have the third route. Opening it after the certificate is in the after-incorporation checklist. Activating SPV does not stand in for the notice and does not move the 15 days. If the annexes are incomplete, the tax office may ask for completions under the Fiscal Procedure Code (art. 4(4)). The procedure does not set a number of days for that completion.

The text says «15 days», not «15 working days». The day of the instrument is not counted. For a transfer signed on Thursday 22 October 2026, day 1 is Friday 23 October, and day 15 is Friday 6 November 2026. The day is a working day, so this deadline does not move. 25 October is a Sunday, but it falls inside the interval, not on the last day. The procedure does not print a lei fine band for a missing notice. What it says is that, without the notice, opposability towards the tax authority is not met, and the certificate ONRC requests must mention that the tax office was notified. A contract signed and left in a drawer does not close art. V.

After the notice, the tax office issues a tax-clearance certificate within 3 working days of filing and communicates it, as the case may be, to the company, the seller, or the buyer (art. 5(2) of the procedure). For a notice filed on Thursday 22 October 2026, the 3 working days are Friday 23 October, Monday 26 October, and Tuesday 27 October 2026. Saturday and Sunday do not count. There is no legal holiday in that window. This certificate includes outstanding tax liabilities and other budgetary claims in enforceable titles, in the balance on the date it is issued (paragraph (3)). If the certificate shows no arrears, you constitute no guarantee (paragraph (4)). If it does, the company or the buyer constitutes guarantees covering the amount, unless those arrears have already been paid (paragraph (5)). The proof is filed in original at the tax office (paragraph (6)).

The form of the guarantee is not a free choice from the whole of art. 211. Art. V(1)(b) points only to art. 211(a) and/or (b) of Law no. 207/2015: cash consigned at a unit of the State Treasury, or a letter of guarantee issued by a credit institution, or an insurance guarantee policy. A mortgage and a pledge, letters (c) and (d) of the same article, are not the forms art. V names. When the transfer is filed at the Trade Register, ONRC itself requests the certificate, under art. 70^1 of the Fiscal Procedure Code, and the certificate must include a mention that the tax office was notified (art. 6(1) of the procedure). With no arrears, the registrar decides without an agreement on guarantees (paragraph (2)). With arrears, registration is conditioned on the tax office’s agreement, written on the certificate (paragraph (3)). If new arrears arise between the guarantee and the certificate ONRC requests, you top up the guarantee or pay them, and ONRC gives a single deadline to complete the file (paragraph (4)). Do not count on the one-working-day incorporation clock: this file waits for the certificate.

If the liabilities on the certificate are not paid within 60 days of the date the transfer is registered at the Trade Register, the guarantees are enforced (art. 9(1) and art. 10), under art. 212 of the Fiscal Procedure Code, with no other prior formalities. Art. 9(2) says the deadline is mandatory and that the parties may not suspend or extend it. The procedure says «60 days», not «60 working days». The registration day is not counted. If ONRC registers the transfer on Friday 6 November 2026, day 60 is Tuesday 5 January 2027. 1 January 2027 is a Friday and a legal holiday; 5 January is a working Tuesday, before 6 and 7 January. The guarantee is released when the debts are paid in full, by an administrative act (art. 11). The price does not change the share capital written in the articles. The RON 500 and RON 5,000 thresholds stay in the share-capital guide. If the buyer is a person covered by Law no. 70/2015 and pays you the price in cash, the ceiling of RON 10,000 a day towards an individual is in the cash guide. The price is paid to the seller, not into the company account.

Art. 203(1) of Law no. 31/1990 requires the transfer to be entered in the Trade Register and in the company’s register of associates. Paragraph (2): as against third parties, the transfer has effect only from the moment it is entered in the Trade Register. The register of associates is the record the company keeps. The Trade Register is what third parties see. The contract of 22 October can be valid between the signatories before those entries; a supplier, a bank, or ANAF is not obliged to see it until the publicity the text requires. Art. 202 and art. 203 do not require authentic form for a transfer of shares in an SRL. If the articles themselves require a stricter form, a private instrument does not replace it. Read the clause before you sign a downloaded template.

If the transfer changes the beneficial owner or that person’s identification data, the declaration is filed at ONRC. Art. 56(1) of Law no. 129/2019 requires it whenever a change occurs, and paragraph (3) sets 15 days from the date the identification changed. The FAQ of the National Office for Preventing and Combating Money Laundering puts the same 15 days on a change of the person. For a sale of 100% signed on Thursday 22 October 2026, the same count also ends on Friday 6 November 2026, but the form is not annex 2 of the ANAF notice. A buyer who takes more than 25% is, as a rule, the beneficial owner. A sale of 10% that leaves you at 90% does not, by itself, create a new person; you check whether the manner of control you declared is still true. The 25% test, the fine of RON 5,000–10,000, and the dissolution request if the declaration is still missing 30 days after the fine, are art. 57 and are developed in the incorporation guide. This URL is the update after a transfer, not the declaration you file in order to incorporate.

The RON 40,000 in the example is not turnover of the SRL, as long as the seller is an individual. The company does not book the price as revenue and does not put it in the company’s 1% or 16% base. The records stay those in the accounting guide: the journal records the company’s operations, not your gain as an associate. If the seller is itself a company, the regime is different and it is not this article. The annual beneficial-owner declaration, within 15 days of approval of the financial statements, remains only for companies with the structure in art. 56(1^3), not for an ordinary SRL that has just changed its associate.

Walk through the steps for a transfer signed on Thursday 22 October 2026. The 15 calendar days end on Friday 6 November 2026. The 3 working days for the certificate end on Tuesday 27 October 2026. Neither day is a legal holiday.

Tavoris helps you structure the incorporation dossier of a new SRL: the data from your identity document and from the contract for the registered office, then the documents typical of an ONRC filing. The capital you start with, at least RON 500 for a new company, is the fiscal value you will subtract later if you sell. The thresholds are in the share-capital guide. The product does not negotiate the price and does not compute the RON 6,320 in the example.

Tavoris does not draft the transfer contract, does not file annex 2 with ANAF, does not constitute the Treasury guarantee, and does not register the mention at the Trade Register. It does not update the beneficial-owner declaration. Mentions after the certificate — office, director, CAEN, capital — are a different file, described in the amendments guide, and the product does not file that one either. After incorporation, the transfer stays with you, the buyer, the accountant, ANAF, and ONRC.

Informational guide as of Thursday 22 October 2026. Sources checked on that date: Companies Law no. 31/1990, art. 202 and art. 203, with paragraphs (2^1)–(2^4) repealed by Law no. 223/2020; Law no. 239/2025, art. V, in the form of GEO no. 13/2026 (Official Gazette no. 181 of 9 March 2026), and art. XII point 16 for the 16% rate applicable to 2026 income; the procedure of 23 September 2026, approved by Order no. 1,137/1,967/C/2026 (Official Gazette no. 855 of 12 October 2026); Law no. 227/2015, art. 94, art. 96, art. 96^1, art. 119, art. 123(1^2), art. 155(1)(c)–(h), and art. 170; Law no. 207/2015, art. 70^1, art. 211(a) and (b), and art. 212; Law no. 129/2019, art. 56 and art. 57; the Brașov regional ANAF synthesis of 21 July 2026. Check legislatie.just.ro, anaf.ro, and onrc.ro. This is not legal, tax, or accounting advice.