How to Transfer Shares in a Romanian SRL: A Practical Guide

Transferring shares in a Romanian limited liability company (SRL) is a common event, whether it is bringing in a new partner, selling a stake, or restructuring ownership. Because an SRL is a private company, its shares are not freely transferable like those of a joint-stock company. The process is governed by Law 31/1990 on companies, and it involves several legal steps that must be followed carefully to be valid and enforceable.

Check the Articles of Association

Before starting any transfer, review the company's articles of association (actul constitutiv). They may contain specific rules about how shares can be transferred, such as requiring a higher majority for approval or imposing additional restrictions. If the articles are silent, the default provisions of Law 31/1990 apply.

Respect Pre-emption Rights

Existing shareholders have a statutory right of first refusal. This means that if a shareholder wants to sell their shares to a third party outside the company, they must first offer them to the other shareholders. The selling shareholder must notify the company and each other shareholder of the intended sale, including the price and terms. The other shareholders then have a window – typically 30 days from notification – to exercise their right to purchase the shares on the same terms offered to the outsider. If no one exercises this right within that period, the shares may be sold to the third party.

Obtain Shareholder Approval

Even when selling to another existing shareholder, the transfer must be approved by the general meeting of shareholders. Under Romanian law, the approval normally requires the vote of shareholders representing at least three quarters of the share capital. However, the articles of association may stipulate a different majority. If approval is not obtained, the transfer cannot proceed.

Sign a Share Transfer Agreement

Once approval is granted, the parties should sign a written share transfer agreement. This document should clearly identify the seller, the buyer, the number of shares, the price, and the payment terms. While not always mandatory, notarisation of the agreement can be prudent, especially if the articles of association require it or if the transfer involves complex conditions.

Update the Trade Registry

The company must register the share transfer with the Trade Registry (Registrul Comerțului) within 30 days of the transfer. The required documents typically include the shareholder resolution approving the transfer, the updated articles of association reflecting the new shareholding structure, the share transfer agreement, and proof of payment of any applicable registration fees. Failure to register within the deadline can result in fines.

Consider Tax Implications

Transferring shares may trigger tax obligations for the selling shareholder, such as capital gains tax, and the company may need to update its tax records. The exact tax treatment depends on whether the seller is an individual or a legal entity and on any applicable double taxation treaties. It is always advisable to consult a Romanian tax adviser before completing the transfer.

Final Checks

After registration, ensure that the company's share register and all internal records are updated. The new shareholder now has the rights and obligations attached to the shares, including voting rights and entitlement to dividends. Careful handling of the entire process protects all parties and keeps the company in compliance with Romanian law.