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Selling on - Romania

Updated 04.2010

Legal requirements

The procedures for selling a business in Romania are governed by the Law                  on commercial companies.

  • Law on commercial companiespdf [686 KB] română

Business transfers: a step-by-step guide

The process of transferring a business involves the following main steps:

  • entering into a share transfer contract ;
  • updating the act constitutiv (memorandum of association) ;
  • registering the amendment in the Trade Register.

             Share transfers may be carried out at the value stipulated in the memorandum of association or a higher value, in which case the new partner must pay a tax of 16% applicable to the difference between the nominal value and the acquisition value.

Taking over an existing company is a worthwhile alternative to setting up a new business.

Administrative procedures

Procedures for transferring businesses

Certain procedures have to be followed when transferring shares in a company to a partner/shareholder, such as:

  • requesting that the details regarding the partners/shareholders of the company be amended;
  • drawing up the updated memorandum of association of the company;
  • drawing up the transfer contract;
  • submitting the entire dossier to the Trade Register for the amendment to be registered.

The documents required for this purpose can be obtained from the Oficiul Naţional al Registrului Comerţului (National Trade Register Office).

  • National Trade Register OfficeromânăOnline government service
  • Documents required to register amendments regarding transfers of sharespdf [170 KB] română

Check also the legislation on this topic in:

  • References

    Legal texts

    • Law no 31 of 16 November 1990 on commercial companies, as amendedpdf [686 KB] română
    • Law no 26 of 5 November 1990 on the Trade Register, republished in the Official Gazette no 49/04.02.1998, as amendedpdf [205 KB] română
    • Government Resolution no 573 of 13 June 2002 to approve procedures for the authorisation of traders to operate, published in the Official Gazette no 414/14.06.2002română

    Key documents

    • Guide to completing affidavitspdf [225 KB] română

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Further help

The Camera de Comerț și Industrie a României (Chamber of Commerce and Industry of Romania) provides advice and assistance relating to the procedures for transferring shares.

  • Chamber of Commerce and Industry of Romaniaromână