Transfer of shares (cesiune de părți sociale)

1What a transfer of shares is

An SRL's capital is divided into shares (părți sociale). A transfer (cesiune) means a partner sells or gives their shares to someone else. In practice this is how you:

• sell the company, when the partners sell all their shares;
• bring in a new partner, who buys part of the company;
• let a partner leave, by selling their shares to the others;
• change the percentages between partners.

2Rules to know

• In an SRL, selling shares to an outsider must be approved by partners holding at least three quarters of the share capital.
• When the majority partner's shares are transferred, ANAF debts are checked. If there are any, they must be paid or guaranteed first.
• The parties set the price. If the seller makes a gain, tax may be due on it. Your accountant tells you how much.
• The beneficial owner is updated together with the transfer if control of the company changes.

3The steps

1. We discuss the termsWho sells, who buys, what percentage and at what price.
2. We draft the documentsThe transfer agreement, the partners' resolution and the updated articles of association.
3. We check the tax positionWhere needed, we check whether the company owes ANAF.
4. You signYou sign the documents once: at the office, or with an electronic signature or by courier. We work with companies from all over Romania.
5. We file the applicationWe register the new partner structure with the Trade Register.

4Documents needed

• ID cards or passports of the seller and the buyer
• The price and payment terms
• The company's registration certificate
• For inheritance: the certificate of inheritance and the death certificate

Several changes to make? We put them in the same file and our fee stays the same as for a single one. See all changes.

5When a partner has died

The shares pass to the heirs based on the certificate of inheritance, unless the articles of association say otherwise. We register the new partners and, if needed, appoint a new director.

6Frequently asked questions

7Let's talk

Call us or message us on WhatsApp. We reply the same working day and the consultation is free.