Transfer of shares

A transfer of shares (cesiunea părților sociale) is the process by which shares are transferred under a transfer agreement to people inside or outside the company — the transferees — who thereby become shareholders.

Shares can be transferred between existing shareholders. A transfer agreement is needed, and it must be approved by the shareholders’ meeting.

Shares can also be transferred by a shareholder to an outsider. In that case the transfer must be approved by the shareholders’ meeting by a majority of at least three quarters of the share capital. The decision is filed with the Trade Register within 15 days to be recorded and published in the Official Gazette.

Shares can be transferred at their nominal value or above it, in which case income tax is due on the difference between the nominal value and the transaction price.

The Companies Law requires the Trade Register to send the decision without delay to the National Tax Administration Agency and the county and Bucharest public finance directorates.

To be enforceable against third parties, the transfer must be entered in the Trade Register and in the company’s register of shareholders.

The Companies Law allows company creditors and any other person harmed to oppose the shareholders’ decision on the transfer, asking the court to order the company or shareholders to compensate the damage and, where appropriate, to hold the transferring shareholder liable. The opposition must be filed within 30 days; if none is filed, the transfer takes effect when that period expires.

After the 30-day period, you will need:

1. the application for registration with the Trade Register;
2. proof that the shareholders’ decision was published, confirmed by the National Trade Register Office (ONRC);
3. the amending act to the articles;
4. the updated articles (original);
5. the original transfer agreement, unless the amending act contains all the clauses on the parties’ rights and obligations and was signed by them;
6. certified copies of the identity documents of the new individual shareholders and, where applicable, the registration certificates of new corporate shareholders;
7. original statutory declarations by the new shareholders that they meet the legal conditions;
8. where applicable, an authenticated statutory declaration by a foreign individual (personally or as representative of a foreign legal person not registered for tax in Romania) that they have no tax debts, with a certified translation where needed, for outsiders joining the company;
9. an original or copy certificate from the register where the foreign legal person is registered, proving its existence;
10. where the transferring individual, tax-resident in Romania, made a gain on the sale (the positive difference between sale price and nominal value or purchase price), proof of payment of the income tax;
11. proof of payment of the legal fees.

At the time the original page was written, a bill before the Senate proposed stricter control of share transfers through a tax inspection by ANAF, to prevent later tax evasion; under it, a transfer of at least 50% of the shares in the first year after incorporation could take place only after an ANAF inspection within 30 days.