Buy a Shelf Company in Romania: Ready-Made SRLs Explained

What a Shelf Company in Romania Is

A shelf company in Romania is an SRL that has been entered in the trade register, has never traded, and is kept so that it can be handed to a buyer. Buying one is a share purchase, not a formation: the legal person already exists, with its trade register number, its CUI and its incorporation date in the ONRC records, and the buyer takes over the shares (părți sociale) and appoints new management. The shelf companies discussed here are SRLs, Romania’s limited liability companies.

What the buyer receives is the company itself: its constitutive act, its register of associates, the annual financial statements or no-activity declarations it has filed, and its registered office arrangement. Some ready-made SRLs also hold a VAT code and a payment account. Both depend on rules set out below, and neither is certain to survive a change of owner.

What Changed for Ready-Made SRLs in Romania in 2026

Law 239/2025, in force since 18 December 2025, rewrote several rules that decide whether an older SRL is worth buying.

• Payment account. Every Romanian legal person must now hold a payment account in Romania or at the State Treasury. A company without one is declared fiscally inactive.
• Late accounts. An SRL that files its annual financial statements more than five months after the 31 May deadline is also declared inactive. A company that has done nothing since incorporation may file a short declaration instead, within 60 days of the year end.
• What inactivity does. ANAF cancels the VAT code, the inactivity is entered in the fiscal record of the company and of its administrators, the ONRC will not record changes for a company whose fiscal record shows inactivity, and an SRL left inactive for a year is dissolved.
• Notice to the tax authority. A sale of SRL shares has to be notified to ANAF within 15 days, and where the company owes overdue tax, guarantees covering it are needed before the trade register will record the transfer.
• Capital. An SRL whose previous-year turnover exceeded RON 400,000 must hold at least RON 5,000 of capital. A never-traded company has no turnover, so this bites only once it trades above that level. Whether SRLs formed before December 2025 with less than RON 500 must top up is disputed; existing companies have until December 2027 to bring their capital in line with the law.

Separately, companies have to move their registered activities to the CAEN Rev. 3 classification, and Government Decision 788/2026 pushed that deadline into 2027. An older shelf SRL still carrying the previous codes can switch them in the same act that records the purchase.

How a Romanian SRL Share Transfer Works

Step	What happens	Basis
1. Check the company	Order a certificat constatator from the ONRC and confirm with ANAF that the SRL is not inactive, owes no overdue tax and has made its annual filings	ONRC; ANAF
2. Approval	A sale to someone outside the company needs the consent of associates holding at least three quarters of the capital, unless the constitutive act says otherwise; a sole associate decides alone	Law 31/1990, art. 202
3. Transfer and amending act	The share transfer contract and the resolution amending the constitutive act are signed under private signature, with no notary for an SRL; the same act can appoint your administrator and change the name, registered office and activities	Law 31/1990, art. 194; ONRC guide
4. Notice to ANAF	Within 15 days of the sale, the seller, the buyer or the company sends ANAF the transfer and the updated constitutive act; a tax attestation certificate shows whether any tax is overdue	Law 239/2025, art. V
5. Trade register filing	Within 15 days of the amending act: the application, the updated constitutive act, identity copies and declarations of the new associates and administrator, the beneficial owner declaration and proof of the ANAF notice	ONRC guide; Law 129/2019, art. 56
6. Registration	The registrar rules within a working day and the ruling appears in the electronic bulletin of the trade register; the transfer binds third parties only once registered, and the administrators note it in the register of associates	Law 31/1990, art. 198 and 203

Older guides describe publishing the resolution in the Monitorul Oficial and waiting for creditors to oppose the sale. That step is gone: the paragraphs of article 202 that required it were repealed. A buyer with no Romanian tax registration files the self-declaration on the fiscal record that the trade register asks of foreigners, and anything not written in Romanian needs an authorised translation.

Ready-Made Company with a VAT Number in Romania

Every SRL gets its CUI when it is registered, and that code is also its tax code. A VAT number is something else: the same code with the prefix RO, issued by ANAF once the company is registered for VAT (Fiscal Code, article 318). Full registration under article 316 is compulsory once turnover passes RON 395,000 and optional below it. A business that only needs to buy or sell business services across EU borders can instead use the special registration under article 317, which also produces an RO code.

A ready-made SRL may already carry a VAT registration and a VIES listing; where it does not, the registration is applied for as part of the transfer. Before relying on an existing code, look it up in ANAF’s register of VAT-registered persons, because article 316(11) of the Fiscal Code lets ANAF cancel a registration where:

• the company has been declared inactive;
• no VAT return was filed for six months in a row, or two quarters in a row;
• the returns for six months, or two quarters, show no purchases and no sales at all, the obvious risk for a company that has done nothing;
• the majority associates, the sole associate or the administrators have offences in the fiscal record, a test that turns to you once you take over;
• ANAF rates the company as a high fiscal risk.

The Bank Account of a Ready-Made SRL

Where the SRL holds an account, the account belongs to the company and stays with it through the share sale. The bank then reviews the new owners and administrator, and it may keep the account, ask for more documents, or close it. In Romania that outcome weighs more, because a company left with no payment account in Romania can be declared inactive, so a buyer should plan a replacement account in Romania in case the bank declines. Our page on Romanian business bank accounts shows which banks onboard foreign owners online, and the guide to shelf companies with bank accounts explains how such transfers work.

The 1% Micro Tax Is Not Automatic for a Shelf SRL

Buyers often look at Romania for its micro-enterprise tax of 1% of revenue, available up to EUR 100,000 of revenue a year. For a ready-made company there is a catch. The conditions, including having at least one employee, are tested on 31 December of the previous year. An older SRL that had no employee on that date cannot use the 1% regime this year and pays 16% profit tax until it qualifies at a later year end. A company incorporated during the current year, whether bought or newly formed, can opt from its first year if it hires within 90 days of registration. If the 1% rate in year one matters to you, a new SRL is the safer choice; the micro conditions are set out on our company registration in Romania page.

When a Shelf Company Brings Nothing over a New SRL

A Romanian ready-made company does not buy time at the trade register, where a new SRL is decided within one working day of a complete file. It has no trading history, credit record or contracts, because it has never traded, and an older incorporation date is only a date. If you do not need that date, an existing VAT code or an existing account, a new SRL spares you the transfer checks, the ANAF notice and the micro tax timing problem. A shelf SRL earns its place when a counterparty wants a company registered some time ago, or when an active VAT registration from the first day changes how you can trade.

How We Handle a Romanian Shelf Purchase

We can supply a ready-made Romanian SRL or form a new one, draw up the share transfer papers and the trade register and ANAF filings, help put together the bank application and, where we have a working contact at a suitable bank, introduce you, while the bank makes its own decision. The Romania overview covers the wider country context.

Frequently Asked Questions about Shelf Companies in Romania

Can I buy a ready-made company in Romania that already has a VAT number?

Sometimes. A ready-made SRL may carry a VAT registration and a VIES listing; where it does not, the registration is applied for as part of the transfer. Look up any existing code in ANAF’s register first. A code can be cancelled when six months, or two quarters, of returns show no purchases or sales, and also when the new majority owner or administrator has offences in the fiscal record.

Do I need a notary to buy an SRL in Romania?

No, not for an SRL. The share transfer contract and the resolution amending the constitutive act can be signed under private signature; the ONRC asks for notarial form only for partnerships and economic interest groupings. Signatures may be handwritten or qualified electronic ones, and a representative with a power of attorney can file. A sale to an outsider needs consent from associates holding three quarters of the capital, unless the constitutive act provides otherwise.

How do I check a Romanian company before buying it?

Search the company by name or CUI on the ONRC and order a certificat constatator, which sets out its registered data. Then confirm with ANAF that it is not inactive, owes no overdue tax and, if you need one, still holds a VAT code in the register of VAT-registered persons. Since 2026 also ask whether it holds a payment account in Romania and whether its annual statements or no-activity declarations were filed on time.

Who goes into the UBO register after I buy a Romanian SRL?

Every individual who, after the purchase, holds more than 25% of the shares or voting rights, or controls the company in another way. The declaration goes to the ONRC with the transfer file, and in any case within 15 days of the change. If you hold the SRL through a company of your own, the individual behind it is named, not the holding company. The register is not public: outsiders need a legitimate interest to see it.

Does an older SRL with low capital have to raise it after I buy it?

Not because of the sale. The RON 5,000 minimum applies to an SRL whose net turnover in its last annual accounts exceeded RON 400,000, to be met by the end of the following financial year, and a never-traded company is far from that. Commentators disagree whether SRLs formed before 18 December 2025 with less than RON 500 must top up; existing companies have until December 2027, and the capital can be raised in the act that records the purchase.

Can a foreigner buy a shelf company in Romania?

Yes. Romanian company law sets no residency or nationality condition for associates or administrators, so a buyer from outside the EU can own and run the SRL. A buyer with no Romanian tax registration signs a self-declaration on the fiscal record, translated where needed, and the trade register checks Romanian fiscal records itself. The bank decides separately, and Romanian banks often keep online onboarding for residents, so plan how the account will be kept or replaced.