Romania Closes 'Debtor SRL Sale' Loophole with New Ordinance

On March 9, 2026, the Romanian government enacted Emergency Ordinance (OUG) 13/2026, published in Official Gazette no. 181, to tighten regulations on SRL (Limited Liability Company) share transfers. This ordinance amends Law 239/2025 by removing the 'control holder' limitation, making all SRL share transfers subject to scrutiny by the National Agency for Fiscal Administration (ANAF).

Key Changes

• Expanded Scope: The opposability mechanism now applies to any SRL share transfer, regardless of the percentage transferred, closing previous loopholes that allowed debt-laden entities to change hands without proper oversight.
• Notification Requirement: A 15-day notification to ANAF is mandatory for all share transfers.
• Guarantees for Debts: If the company has outstanding tax debts, appropriate guarantees must be provided.
• ANAF Approval: Proof of ANAF's agreement is required for the registration of the transfer with the National Trade Register Office (ONRC).

Implications

This legislative change aims to prevent the circumvention of tax obligations through strategic share transfers, ensuring that the state can effectively collect due taxes and maintain fiscal discipline.