Ready-Made Companies in Romania

Yes. Law 31/1990 provides for transferring SRL shares to an outsider, approved by three quarters of the capital unless the articles say otherwise (art. 202(2)), and the transfer is entered at ONRC (art. 203). Since 18 December 2025, ANAF is notified within 15 days (Law 239/2025, art. V). Safety comes from the checks made before you pay.

Debts stay with the company; a shareholder answers only up to the subscribed capital (art. 3 Law 31/1990). Where the company is declared insolvable, tax law makes administrators and shareholders who acted in bad faith jointly liable, only for their period in the role (art. 25 Fiscal Procedure Code). The ANAF certificate shows overdue tax at the previous month-end, not what a future audit may assess.

Not at the register. The ONRC registrar decides within one working day on a new company and on a change alike (art. 105(1) Law 265/2022, 2022 text), and since 18 December 2025 a new SRL needs only 500 lei of capital (Law 239/2025 art. VI(2)). A shelf buys an incorporation date and, if it kept filing, a VAT history.

Only if the company holds a live one. ANAF cancels a VAT code after 6 consecutive months without VAT returns, or with returns showing no purchases and no supplies (art. 316(11)(d)-(e) Fiscal Code). A company without one applies after the transfer. A foreign administrator without Romanian tax residence and capital under 45,000 lei is a listed ANAF risk criterion.

The account belongs to the company, and since 1 January 2026 every company must hold a payment account in Romania or at the State Treasury (Law 70/2015 art. 1(12)-(13), as amended by Law 239/2025). The bank re-papers or opens the account after its own checks on the new owner and may refuse only on AML or sanctions grounds.

Towards banks and customers, from the ONRC entry, not from signing (art. 203(2) Law 31/1990; art. 46(1) Law 265/2022); towards ANAF, Law 239/2025 art. V also requires the notice and, where arrears exist, the guarantee. The registrar decides within one working day (art. 105(1), 2022 text); an incomplete file gets up to 15 calendar days (art. 106).

Within 15 days of the transfer, the seller, the buyer or the company notifies ANAF and sends the transfer deed and the updated articles (Law 239/2025 art. V(1)(a)). Arrears need a guarantee: cash at the State Treasury, a bank guarantee letter or a surety insurance policy, enforced if the arrears remain unpaid 60 days after registration (art. V(4)).

ANAF's register of inactive taxpayers is public on its website (art. 92(11) Fiscal Procedure Code). It matters: an inactive company loses the deduction of expenses and input VAT for the period (art. 11(6) Fiscal Code) and its VAT code (art. 316(11)(a)), and one not reactivated within a year of the declaration is dissolved (art. 92(4^1)).

Three filings, each within 15 days: the change at ONRC, counted from the act (art. 43(1) Law 265/2022); the beneficial-owner declaration at ONRC, counted from the change (art. 56(3) Law 129/2019), with a fine of 5,000 to 10,000 lei if it is missed (art. 57); and the ANAF notice, counted from the transfer (Law 239/2025 art. V(1)(a)).

A new SRL needs 500 lei, and any SRL 5,000 lei once last year's net turnover exceeded 400,000 lei (Law 239/2025 art. VI(1)-(2)). An older SRL below 500 lei tops up by 18 December 2027 or risks court dissolution; a top-up made by 31 December 2026 in an act covering only it has its Part IV fee halved (art. VI(7)).

Not under the trade-register law. The ONRC application can be signed with a qualified electronic signature (art. 82(1) Law 265/2022), or by an attorney under a notarised power of attorney or a lawyer (art. 81(1)). Foreign official documents from Hague Convention states go in as apostilled originals with a legalised Romanian translation (art. 76). The bank applies its own checks.

A lawyer partner drafts the share-transfer agreement, the shareholder decision and the updated articles, because drafting legal acts is lawyers' work (art. 3 Law 51/1995). Buyer and seller sign under private signature; no notary is required for the transfer itself (art. 204(2) Law 31/1990). Our CECCAR-registered accountants assist with the reorganisation and keep the books.

Yes. Art. 14 of Law 31/1990 was repealed on 5 July 2020, so one person may be sole shareholder of several SRLs. Check the micro-enterprise regime instead: from 1 January 2026 its revenue ceiling is EUR 100,000, counted together with linked enterprises (art. 47 Fiscal Code), so your other holdings can cost the shelf its micro status.

From 1 January 2026 every legal person must hold at least one payment account in Romania or at the State Treasury while it trades (art. XI(2) Law 239/2025). A company without one is declared fiscally inactive (art. 92(1^2)(a) Fiscal Procedure Code), and the fine for not holding the account is 3,000 to 10,000 lei (art. 12(4) Law 70/2015).