Company acquisition in Romania: buying a ready-made SRL with a history

An investor can acquire social parts in an SRL that is already registered, but the deal passes control over the legal entity together with its corporate, tax and contractual history. Such an acquisition appeals to businesses that need to keep current contracts, registered activities and banking and operating infrastructure. It also suits those for whom company acquisition in Romania is the quicker way into the market.

This article sets out how to acquire a trading business in Romania, which rules bind the transfer of social parts and how ONRC records the changes, and at what point ANAF joins the procedure. It deals separately with the legal review of the company, tax debts and beneficial owner data. Licences and timing receive the same attention, as do costs and the new owner's obligations after completion.

The advantages of an existing SRL over a new registration

Business practice uses the term ready-made company, but Romanian law does not treat such entities as a separate category. The purchase amounts to obtaining social parts in a previously registered Romanian SRL (Societate cu Răspundere Limitată). Its legal personality survives the deal, and so does its registration, contractual and tax history.

Companies already created differ in condition. A ready-made company in Romania may have had no operations from the moment of its incorporation or may be trading fully with contracts, staff, assets and permits. In the first case the buyer acquires a registered corporate structure; in the second, control over a working enterprise. Acquisition of specific assets is a separate model: property and rights pass to the buyer while the former legal entity stays with the seller.

Interest in an existing SRL usually stems from a particular commercial objective. This route suits an investor who needs an already registered entity, or a group planning to bring a Romanian company into its existing corporate structure. For a trading enterprise, value may lie in counterparty relations and employees; equally in property, registered activities and permit documents.

Comparison with new incorporation rests on the following parameters:

• registration of the company with ONRC, the National Trade Register Office (Oficiul Național al Registrului Comerțului);
• current contracts, rights, staff and business infrastructure;
• tax history and the state of budget settlements;
• the registered address and activities entered under the CAEN classifier;
• banking infrastructure and permits, where special regulation allows their retention.

Company acquisition in Romania, where the entity is already on the register, does not relieve the investor of the need to analyse its existing obligations. After a change of shareholder the same SRL remains bound by creditor claims, disputes, tax breaches and contractual duties. Purchase of a trading business therefore needs deeper review than a new incorporation. Corporate longevity is no signal of reliability: a long history means a longer period over which the reporting, the operations and the corporate changes must be examined.

Share capital requires separate attention. A newly created SRL starts at 500 RON, while a floor of 5,000 RON applies where net turnover in the previous financial year exceeded 400,000 RON. Companies registered earlier align their capital during the transitional period provided by law.

Acquiring an operating business: legal framework and deal structure

Legea societăților, the Companies Law, governs the disposal of participation. The Trade Register Law also applies to company acquisition in Romania, as do anti-money-laundering legislation, the Fiscal Code and the Fiscal Procedure Code. Law No. 239/2025 and the acts that followed it widened tax-authority control over a change of SRL owner.

Corporate changes lie within ONRC's powers. Fiscal administration falls to ANAF, the National Agency for Fiscal Administration (Agenția Națională de Administrare Fiscală). ONPCSB, the National Office for Prevention and Control of Money Laundering (Oficiul Național de Prevenire și Combatere a Spălării Banilor), supervises compliance with the requirements on countering the legalisation of criminal funds.

For an SRL the main mechanism is cesiune de părți sociale, the transfer of social parts. A buyer may acquire them from an existing shareholder on the basis of the relevant transaction and a corporate resolution. Legislation draws a distinction between a transfer among existing shareholders and participation passing to a person not previously in the company. Unless the constitutive document provides otherwise, admission of a third party needs approval from shareholders representing three quarters of the share capital or more.

Before they agree the deal, the parties analyse Act constitutiv, the constitutive document. The transfer is carried out with regard to those provisions, which cover shareholder composition, the voting rules and the procedure for disposing of participation. A particular SRL's corporate restrictions may differ from the basic statutory rule. Once the deal is executed the owner of the social parts changes, while the company keeps its legal personality, its property and the obligations assumed earlier.

This second scheme is not a form of assignment of social parts, because it involves independent corporate actions. On a direct sale, re-registration closes with the change recorded in Registrul Comerțului (the Trade Register) and in the internal register of shareholders.

Where a foreign investor undertakes SRL acquisition in Romania, an additional check applies under inward investment control. Under Government Emergency Ordinance (GEO) No. 46/2022 a EUR 5 million threshold applies to the investments concerned, although an operation below it can also come up for examination where it affects security or public order.

Buying a registered legal entity: what to check before the deal

The first stage of the review is the study of the registration file. This check covers the SRL's current status; the registration date; information on shareholders and the size of their holdings; former owners; administrators; and the rights granted to them. ONRC data additionally yields the registered address; share capital; main and secondary CAEN codes; branches; periods of suspended activity; and versions of the constitutive document.

The tax part of the check relies on ANAF data and the seller's documents. Due diligence covers budget debt, VAT registration validity and use of the TVA la încasare system. That same check extends to tax activity, fiscal register data and the timeliness of reporting. From 2026 the absence of a payment account, Romanian or at the State Treasury, is a ground for treating a legal entity as tax-inactive. The same consequence arises where the annual financial statements remain unfiled 5 months after the set deadline.

Financial condition is examined using Ministry of Finance data and the company's own accounts. The review of a ready-made company in Romania must establish turnover; the result of operations; the volume of assets and liabilities; equity; debt; and the timeliness of filing. Where net assets fall below the thresholds set by legislation, restrictions arise on profit distribution and on settlements with shareholders. A further check of company debts rests on the tax certificate; contractual documents; banking data; and accounting registers.

State sources for checking a Romanian SRL

The court portal helps establish whether the SRL faces current commercial, tax or labour disputes. A separate request to Buletinul Procedurilor de Insolvență returns data on bankruptcy and other insolvency procedures. Registered pledges and other security are found through RNPM.

Anyone approaching SRL acquisition in Romania requests an additional set of documents directly from the seller. The list includes the current constitutive document; corporate resolutions; the internal register of shareholders; the tax certificate; bank statements; loans; contracts in force; licences; information on assets; ANAF check results; and powers of attorney. Both parties also establish on what legal basis sediul social, the registered address, is used and whether that ground survives the deal.

Transfer of social parts and change of owner in a company acquisition in Romania

The procedure begins with the SRL's registration data and an analysis of its corporate documentation, financial indicators and fiscal condition. Once terms are agreed the parties study Act constitutiv for restrictions on disposal. They then execute the act transferring the social parts and adopt Hotărârea Adunării Generale a Asociaților, the shareholders' general meeting resolution, or Decizia Asociatului Unic, the sole shareholder's decision.

After that resolution the parties draw up a new version of Act constitutiv recording the current shareholder composition. SRL acquisition in Romania, in place of a repeat incorporation, makes the acquirer a shareholder in an existing company through a change in the registered composition of owners. If the manager changes, the former administrator's mandate is revoked and a separate resolution appoints a replacement. Transfer of social parts remains an independent registration action even where several changes go to ONRC together.

An official ONRC list includes the following main items:

• an application for registration;
• a corporate resolution amending the constitutive document;
• an updated Act constitutiv;
• identity documents of new shareholders, or registration data of a legal entity;
• proof of notice to the central tax authority;
• Certificat de Atestare Fiscală, the tax attestation certificate;
• information from Cazierul Fiscal in the cases provided for;
• a declaration on the beneficial owner;
• permits or approvals of a state authority, where special law requires them.

The applicant files documents in Romanian in the prescribed form. A filing made online uses a qualified electronic signature. An ordinary disposal of participation in an SRL for consideration carries no universal requirement to notarise every transaction, while a special ground of transfer may need a different form.

Once the tax procedure is complete the package goes to ONRC. The state registrar examines the filed package and registers the change of owner, while the internal registrul asociaților simultaneously records the shareholder composition. Unless a special rule sets another period, an investor engaged in company acquisition in Romania must lodge the application for corporate changes no later than 15 days from adoption of the act in question. Data on Beneficiar real also calls for updating where the deal changed the ultimate controlling entity. After registration the company updates the powers of those working with the bank account, Spațiul Privat Virtual, accounting systems and RO e-Factura.

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A company with a history: ANAF, tax debts and the beneficial owner

Changes in tax law mean that buying an existing SRL involves an additional fiscal procedure. Since March 9, 2026 that procedure reaches any transfer of social parts in an SRL, whatever the size of the holding. ANAF's involvement centres on a check of the company's own budget obligations. Taxes therefore need analysis well before the transfer is finally executed.

Where that regime applies, the seller, the buyer or the company must give the central tax authority notice no later than 15 days from the transfer date. Tax debts are confirmed by the tax attestation certificate, which shows the obligations owed to the budget. The act of disposal accompanies the notification, as does the updated constitutive document, which carries the new shareholders' identification data.

If the company has overdue tax obligations or budget claims referred for enforcement, a guarantee mechanism applies. A tax check then determines the amount for which the budget's claims must be secured. Where the debt is still unsettled 60 days after the Trade Register has recorded the transfer, the guarantee provided may be enforced.

Transitional handling of the tax certificate requires attention. The ONRC instruction provides for the registration body to obtain the document from ANAF, while also stating that until the joint procedural act enters into force the applicant submits the certificate.

A shift of control on company acquisition in Romania also affects the beneficial owner data, Beneficiar real. Statutory signs of direct or indirect control include a holding above 25% of the social parts or of the voting rights. However, beneficial ownership also rests on who can actually control the legal entity. A change in the data calls for an update to the beneficial owner register within 15 days. In the AML/CFT system the powers rest with ONPCSB.

What company acquisition in Romania costs and how long re-registration takes

The total outlay is not confined to a single state fee. Seller and buyer set the value of the social parts by reference to assets and liabilities, along with financial results, the history of the business and its commercial worth. The price of a ready-made company in Romania is therefore first of all a matter of the particular deal's parameters, while official registration expenses are calculated separately.

Costs consist of several independent items:

• the agreed price of the social parts;
• expenses on publication of corporate acts;
• retrieval of the necessary documents from the registers;
• translation and formalisation of foreign documents;
• notarial acts, where law requires them;
• legal and financial review;
• change of the registered address;
• increase of share capital;
• sectoral permits and other approvals.

A transitional relief on capital applies to an SRL. Where the company raises capital to the new statutory minimum no later than December 31, 2026, and does so exclusively to comply with that requirement, the publication fee for that act in Monitorul Oficial falls by 50%. The purchase cost therefore has to be calculated with regard to the actual state of the acquired structure's capital. For a company with net turnover above 400,000 RON the floor is 5,000 RON.

Tax, licences and obligations after the deal

Taxation after the purchase continues to apply to the same legal entity, because the transfer of social parts does not create a new taxpayer. For companies on the general corporate income tax (CIT) regime the basic rate is 16%. From 2026 the company generally files the annual CIT return by June 25 in the year that follows.

A separate regime is set for micro-enterprises. An investor planning SRL acquisition in Romania checks the SRL against that regime's criteria before the deal and after the change of structure. A single rate of 1% has applied since January 1, 2026, and the income limit falls to EUR 100,000, with the calculation also extending to the indicators of related enterprises provided by legislation. An SRL moves onto the CIT regime starting with the quarter when the micro-enterprise passes the EUR 100,000 limit.

Keeping micro-enterprise status requires compliance with the statutory employee requirement and the Fiscal Code's other criteria. For newly registered companies, from February 25, 2026 the period for hiring at least one employee is 90 days, counted from the company's entry in the Trade Register. Where that period is exceeded, CIT applies from the quarter after the 90 days expire. Temporary incapacity of an employee still meets the condition if the aggregate length of that leave does not exceed 30 days in the tax year.

The VAT system also stays with the legal entity, but its status needs checking with ANAF. VAT stands at a standard 21%, with a reduced 11% for the categories provided by the Fiscal Code. From March 1 to December 31, 2026 the limit for applying TVA la încasare is 5,000,000 RON, and from January 1, 2027 it rises to 5,500,000 RON. An existing VAT number does not guarantee that the registration is still active, because it may have been cancelled.

Permit regimes call for separate assessment by sector. Licences may remain in force after a change of shareholder where a special regulatory act does not establish prior approval, notification or a repeat check on owner and administrator. Banking infrastructure also stays registered to the same legal entity.

Since 2026 the absence of a Romanian payment account or of one at the State Treasury is a separate ground for tax inactivity, and legislation also provides sanctions for breach of that requirement. Company acquisition in Romania carries its own obligations once the deal closes: updating the registered address and CAEN codes where necessary, beneficial owner data and banking rights. The same applies to Spațiul Privat Virtual access and qualified electronic signatures, to RO e-Factura and accounting powers, and to information held by sectoral regulators.