What You Need to Know Before Buying a Romanian SRL
Acquiring an active SRL can be more tax-efficient than incorporating a new one — but it comes with risks that many buyers do not anticipate.
Cătălin Gaina
Founding Partner · Corporate & M&A, Energy, Real Estate
Key takeaways
- Tax clearance certificate from ANAF is mandatory — check unaudited periods too
- Employees transfer with all rights — check employment disputes
- Commercial disputes do not appear on the balance sheet — check the court portal
- Seller representations and warranties in the contract are essential
- A price holdback mechanism protects against undisclosed liabilities
Why buy an SRL instead of incorporating a new one?
There are several reasons why buying an existing SRL can be preferable to incorporating a new one: taking over an existing contract that required a company with a track record, faster access to certain licences, or obtaining a CAEN code that is no longer available for new registrations.
However, acquiring an SRL means taking over not just the assets but also the liabilities — known and unknown. This reality makes pre-acquisition due diligence absolutely essential.
What to verify before acquisition
Tax verification is the first step. A tax clearance certificate from ANAF must be obtained confirming that the company has no outstanding tax debts. Note: the certificate reflects the situation as of its issue date, not necessarily the true position if there are undeclared liabilities.
ONRC verification includes analysis of the company's file — recent shareholder changes, prior transfers, special annotations, any ongoing dissolution or liquidation procedures.
Litigation verification is done through judicial databases (portal.just.ro, ECRIS). A company with ongoing litigation may present significant financial risks that do not appear on the balance sheet.
Analysis of ongoing contracts — employment contracts, commercial contracts with penalty clauses, leasing or bank credit agreements — is essential to understand the obligations you are taking on.
Specific risks in SRL acquisitions
Undeclared tax liabilities represent the greatest risk. Tax audits can cover periods prior to the acquisition, and the buyer, having become the new shareholder and director, may be held responsible if the transfer was not properly documented.
Employees with individual employment contracts are automatically transferred — with all their rights and obligations. If the company has employment disputes or unpaid wages, these become the new owner's problem.
The company's commercial reputation — banking incidents, cheque-writing prohibitions, non-payment history — can affect relationships with suppliers and customers.
Structuring the acquisition — price and contractual representations
The share transfer agreement must include representations and warranties from the seller regarding the legal and tax status of the company. An escrow or price retention (holdback) mechanism protects the buyer if undisclosed liabilities are discovered afterwards.
The acquisition price must reflect both current assets and liabilities, and potential risks identified during due diligence. A realistic valuation based on audited financial data is preferable to any informal estimate.
Conclusion
Buying an SRL can be an excellent decision — provided you know exactly what you are buying. A comprehensive due diligence, a well-drafted transfer agreement and specialist legal assistance are the investments that protect the acquisition in the long term.
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