Package 2 Fiscal Measures in Romania: Restrictions on Share Transfer for Romania Companies with Debts

Liability of Administrators in Romania and Limitations on Share Transfer in Romania Companies with Fiscal Obligations

Currently, the transfer of share capital held by a shareholder controlling a Romanian company (SRL) can be carried out regardless of whether the company has outstanding tax obligations to the state budget. Shareholders may sell or transfer shares without being affected by the debts of the company. The procedure is simple, and such transactions do not require approval from the fiscal authorities, thus facilitating the process to start a business in Romania, company formation in Romania, or to set up a company.

The projects included in Fiscal Package 2 propose significant changes: the transfer of shares will be enforceable against the tax authority only if specific legal conditions are met, such as completing the formal publicity formalities in the trade registry. In the absence of these formalities, the business transfer will be deemed unenforceable and will not protect the shareholder from potential outstanding tax obligations.

This change has a direct impact on starting up your own business, opening a bank account for a Romanian company, and operations such as a capital increase. Shareholders wishing to sell their company share capital must carefully follow the new formalities to avoid blockages

The responsibilities of an administrator of an SRL extend to ensuring proper management of the share capital and compliance with all tax obligations. This includes paying taxes, filing accurate tax returns, and avoiding harm to the company or its creditors. Failure to meet these obligations can trigger shareholder liability, and administrators may be held accountable under Romania law. In such cases, the intervention of a liability lawyer or a tax attorney becomes essential.

The modifications proposed by Fiscal Package 2 strengthen the link between fiscal debts and the possibility of business transfer. Administrators are required to verify and disclose all tax obligations, otherwise risking that the share transfers will be unenforceable. This introduces an additional layer of inactivity checks and verification in the trade registry prior to any M&A transaction.

As a result, administrators and shareholders will be directly affected by these new provisions, being obliged to implement internal procedures to monitor debts and properly inform the shareholders, especially in the context of mergers and acquisitions, sale purchase agreements, or capital market investments.

In this context, the Romania Law Firm Pavel, Mărgărit and Associates can assist you in understanding the new regulations regarding the transfer of company shares, the responsibilities of an administrator, shareholder liability in an SRL, and the payment order procedure. Also, our legal team with specialized lawyers such as corporate, business and tax attorney, acquisitions lawyer, liability lawyer, public procurement lawyer can help you to start a business in Romania, set up a company, offering consultancy for company formation in Romania, setting up an SRL, establishing a PFA, minimum share capital, inactivity matters, and opening a bank account for the company, and protecting the share capital in M&A transactions.

Share transfer in companies in Romania conditioned by the absence of debts to the state budget in Romania

The legislative proposal states that the transfer of company share capital becomes enforceable against the tax authority only if certain conditions are met, such as performing publicity formalities in the trade registry and, possibly, introducing supplementary fiscal verification procedures for the Romanian company. This is inspired by Belgian and French models, which restrict business transfer for companies with outstanding tax obligations.

Shareholders will no longer be able to sell or transfer company share capital freely if the Romanian company is listed with debts. Any attempt to start a business in Romania, proceed with company formation in Romania, or to set up a company will need to take into account these obligations, as failure to do so will render the transfer unenforceable.

Investors and potential buyers will have to conduct rigorous checks of tax obligations and inactivity before entering into a sale purchase agreement. Thus, the advice of a business attorney, corporate lawyer, or lawyer for taxes becomes indispensable to safeguard their rights and mitigate risks.

Blockage for shareholders in Romania wishing to exit companies under the new regulations in Romania

The new rules may generate blockages for shareholders who want to exit a Romanian company by selling or transferring shares. Without respecting the legal formalities, the transfer becomes unenforceable, and the shareholder may remain trapped in the company, despite their intention to leave.

This directly impacts operations such as share capital increase, company formation in Romania, or opening a bank account for the company, as the flow of share capital and the shareholder structure can no longer be modified quickly. Moreover, these changes complicate mergers and acquisitions and the ability to attract investors to companies with fiscal problems.

A business lawyer, corporate lawyer, or commercial lawyer can provide consultancy on the necessary steps to ensure the legality of the business transfer and avoid undesirable situations. Ignoring tax obligations or the required publicity formalities may lead to supplementary procedures such as the enforcement of a payment order, or trigger shareholder liability and the responsibilities of an administrator, exposing managers to serious financial consequences.

Impact on M&A transactions and investments in Romania companies with fiscal issues

These new regulations regarding the transfer of share capital will have a significant impact on mergers and acquisitions. Investors will be required to check tax obligations carefully before entering into a sale purchase agreement, request additional guarantees, and include specific clauses in contracts to protect themselves.

For companies with fiscal debts, business transfer may become difficult and costly, affecting their credibility before investors and limiting liquidity on the capital market. These amendments also affect future plans for company formation in Romania, starting up your own business, or increasing minimum share capital, since every Romanian company will need to pass the fiscal compliance checks.

The assistance of a corporate lawyer, public procurement lawyer, or acquisitions lawyer is crucial in such contexts to identify risks and establish a negotiation and structuring strategy, ensuring that both sellers and buyers are legally and fiscally protected.

How shareholders and investors can be protected through specialized legal assistance in Romania

Shareholders and investors can minimize risks through specialized consultancy from a business attorney, corporate lawyer, or lawyer for taxes. This includes analyzing tax obligations, verifying the legality of the business transfer, assisting with opening a bank account for the company, and implementing internal procedures related to the responsibilities of an administrator.

“The new regulations on the transfer of share capital and the responsibilities of an administrator impose increased scrutiny on the fiscal situation of a Romanian company. Without performing a thorough check of tax obligations and completing the publicity formalities in the trade registry, the transfer of company share capital may be deemed unenforceable and effectively blocked. This condition may directly influence mergers and acquisitions or plans for share capital increase, requiring shareholders and investors to carefully analyze both fiscal risks and compliance obligations,” said Dr. Radu Pavel, Coordinating business lawyer, Pavel Mărgărit and Associates.

A lawyer for taxes or a business attorney can provide solutions to meet the new legal requirements on share transfers, including fulfilling publicity formalities in the trade registry, so that the business transfer becomes enforceable against the tax authority. Such legal support prevents blockages and ensures smooth company formation in Romania, opening of a bank account, and starting up your own business, offering investors and shareholders the assurance of fiscal and legal compliance.

Thus, the guidance of a corporate lawyer, business attorney, or commercial lawyer is essential in navigating the changing legislation, minimizing risks, safeguarding company share capital, and facilitating mergers and acquisitions as well as other business operations on the capital market.

Pavel, Margarit and Associates Law Firm is one of the top law firms in Romania, providing high-quality legal services. The firm’s clients include multinational and domestic companies of great magnitude. In 2025, the law firm’s success stories brought it international recognition from the most prestigious international guides and publications in the field. As a result, Pavel, Margarit and Associates Law Firm ranked 3rd in Romania in the Legal 500’s ranking of business law firms with the most relevant expertise. The law firm is internationally recognized by the IFLR 1000 Financial and Corporate 2025 guide. Additionally, Pavel, Margarit and Associates Law Firm is the only law firm in Romania recommended by the international director of Global Law Experts in London in the Dispute Resolution practice area. All relevant information about Pavel, Margarit and Associates Law Firm can be found on the website www.avocatpavel.com.