Why the owner's expenses, the company's age and past turnover still do not mean that anyone is willing to pay for an SRL
Many Ukrainians and other foreign entrepreneurs opened companies in Romania for a specific project: an online store, a transport business, consulting, construction, or providing services in the European Union.
But not every project becomes profitable. The owner may move to another country, lose interest in the business, or discover that further development requires more money than originally planned.
Operations stop, but the company remains. It still needs accounting support, a registered office, a bank account, reporting, and compliance with corporate obligations. This naturally creates a desire to sell the SRL and recover at least part of the money invested.
The problem is that the owner and a potential buyer value the company in completely different ways.
Updated on 26 July 2026.
From a legal perspective, the company itself is not sold as a separate asset. What is transferred are the owner's shares in its capital — părți sociale.
After the transfer of shares, the SRL continues to exist as the same legal entity. It retains its CUI, accounting and tax history, existing contracts, assets, liabilities, and potential claims relating to previous periods.
Under Romanian Law No. 31/1990, the transfer of shares must be registered with the Trade Registry. In relation to third parties, it becomes effective only after the relevant entry has been recorded in the registry. The official list of documents required for registration is published by the Romanian National Trade Register Office — ONRC.
The change of administrator is handled separately from the transfer of shares. If the previous owner also managed the company, a share transfer agreement alone is not sufficient: their authority must be terminated and a new administrator must be registered. ONRC provides a separate registration procedure for this.
We have explained the advantages, risks, and buyer-side due diligence in detail on the page “Buying a Company in Romania”. Here, we look at the other side of the transaction — the seller's position.
When valuing a business, the owner usually remembers all the expenses incurred:
But most of these expenses have already been consumed. They helped launch the project, but they did not necessarily create an asset that can be transferred to the next owner.
The buyer does not reimburse the seller for unsuccessful advertising, the cost of maintaining an inactive company, or the development of a website that does not attract customers. The buyer pays only for what remains inside the business and continues to provide value after the ownership changes.
That is why two companies in which EUR 20,000 was invested can have completely different market values.
One may still have customers, equipment, inventory, licences, and profit. The other may have nothing more than a CUI, several CAEN codes, and the obligation to continue filing reports.
The first is an operating business. The second is a legal entity with a history but no significant economic value.
A potential buyer compares an existing company with the available alternatives. They can register a new SRL, choose another seller, purchase only the assets they need, or abandon the project altogether.
Therefore, the main question for the owner is:
An existing SRL may offer advantages if it has a useful history, valid licences, contracts, a customer base, assets, or stable profits.
But together with those advantages, the buyer acquires the entire history of the legal entity. They need to understand whether the accounting was handled correctly and whether there are tax risks, debts, court cases, guarantees, obligations to employees, or contractual problems.
The longer the company has operated and the more transactions it has carried out, the more extensive the due diligence may need to be. As a result, the cost of reviewing and supporting the transaction can sometimes exceed the value of an otherwise empty SRL.
Company age can therefore be both an advantage and a reason for deeper due diligence.
Listings often emphasise that the company:
All of this makes the transaction safer, but it does not by itself create significant value.
The absence of debt means that the owner complied with mandatory requirements. The buyer is not required to pay a substantial premium simply because the accounting was handled correctly.
Moreover, a tax certificate shows the state of the company's tax position as of a particular date, but it does not eliminate questions about previous returns, VAT deductions, cash records, inventory balances, or employee-related matters.
This is why saying that “everything is clean” is not enough. Price depends not only on the absence of problems, but also on the presence of real value.
The main source of value is the company's ability to continue earning money after the current owner leaves.
A price may be justified if the following are transferred together with the shares:
The business's dependence on the seller is particularly important. If customers stay only because of the seller's personal relationships and leave after the transaction, last year's profit does not reflect the company's future value.
A valuation takes into account money in bank accounts, liquid assets, recoverable receivables, and other real assets.
However, assets cannot be counted twice. If the seller withdraws available cash or removes equipment before the transaction, the buyer should no longer be expected to pay for those assets as part of the share price.
Shareholder loans must also be dealt with separately. If the owner financed the company and the accounting records show that the SRL owes them money, that receivable exists separately from the shares. Before the transaction, the parties should determine whether the loan will be repaid, assigned, offset against the price, or waived.
The same logic applies to dividends that have been declared but not paid.
Age, VAT registration, or industry history has value only when it solves a specific problem for the new owner.
For example, a buyer may need a company with a valid permit, an established marketplace sales history, or experience performing certain contracts. However, such an advantage must be documented, and it must be checked separately whether it remains valid after a change of shareholder and administrator.
The age of an SRL alone guarantees nothing: neither a loan, participation in a tender, nor access to financing.
For a preliminary valuation, the following logic can be used:
Debts and debt-like obligations include more than loans and taxes. Shareholder loans, amounts owed to suppliers and employees, declared dividends, leasing obligations, guarantees, unverified cash and inventory balances, legal claims, and the cost of correcting accounting problems should also be taken into account.
For example, if a company has assets worth RON 15,000, but its debts amount to RON 25,000, another RON 5,000 is required to correct the accounting, and there are no active customers, the economic value of the shares will be negative.
This does not mean that a negative price is stated in the agreement. In practice, the seller may:
For this reason, a situation in which the owner effectively has to pay to exit an unsuccessful business can make complete economic sense.
Listings do not confirm the prices of completed transactions, and the information about the companies is provided by the sellers themselves. Nevertheless, the market clearly illustrates the difference between the value of a legal shell and an operating business.
In July 2026, an SRL registered in 2004, with reports filed and no declared debts to ANAF, was offered on OLX for only RON 500.
Another company incorporated in 2014 was offered for RON 5,500. The seller stated that the company had no debts and retained earnings of approximately RON 60,000. The listing itself clearly shows that accounting profit and the market price of the shares are different indicators.
A company with outstanding debt was listed for RON 10. The seller directly linked the symbolic price to the company's existing liabilities.
For comparison, a transport company with six valid taxi licences was offered for EUR 18,000 without vehicles and EUR 29,500 with two vehicles. In this case, the price was driven not by the age of the SRL, but by specific permits, assets, and an operating business.
These examples are not official statistics and do not confirm that the companies were actually sold at the advertised prices. But the overall market logic is quite clear:
In 2026, transferring an SRL with tax debt became more complicated.
Under Law No. 239/2025, as amended by OUG No. 13/2026, when shares are transferred, the seller, the acquirer, or the company itself must notify the central tax authority within 15 days.
If the SRL has overdue tax liabilities or other budgetary claims reflected in ANAF enforcement documents, the company or the acquirer must provide a guarantee equal to the amount of the debt. When registering the transfer with ONRC, the parties must provide evidence that the tax authority has accepted the guarantee.
If the debt is not paid within 60 days after the transfer is registered, ANAF is entitled to enforce the guarantee. These requirements are published on the official ONRC page.
The law refers to the guarantees provided for in Article 211 of the Romanian Tax Procedure Code: depositing funds with the State Treasury, a bank guarantee, or a guarantee insurance policy. The current version of the code is published by ANAF.
Before publishing a listing, it is important to obtain an objective picture of the company's actual position.
The seller should determine:
It is useful to prepare an up-to-date balance sheet, trial balance, information on outstanding debts, and a list of assets, contracts, loans, guarantees, and known disputes in advance.
This helps justify the price and reduces the likelihood of conflict after the transaction.
Romanian legal forums regularly describe disputes in which the parties agreed on debts verbally or failed to record the company's position in an annex to the agreement. Such discussions are not legal authority, but they highlight the practical importance of written disclosure of liabilities. In particular, Avocatnet recommended attaching the balance sheet, trial balance, a list of contracts, and information on the company's financial position to the agreement.
The owner should consider not only the amount they will receive for the shares, but also the full cost of exiting the business.
The following should be taken into account:
A sale for RON 5,000 may be worse than a free transfer if the seller additionally pays RON 10,000 in costs and accepts unlimited liability for future claims.
Offers should therefore be compared based on the final financial outcome, not merely the price stated in the agreement.
A similar issue has repeatedly been discussed in Romanian legal practice: former shareholders remained liable for obligations they had personally guaranteed even after transferring their shares.
Before completing the transaction, the seller should therefore review every document in which they act as a guarantor, avalist, pledgor, or co-borrower.
The transfer of shares should not leave the former owner inside the company's structure.
At the same time as the transaction, the administrator should be changed, ultimate beneficial owner information should be updated, and the seller's access should be removed from:
Documents, accounting registers, and digital access credentials should preferably be handed over under a separate handover document.
It is particularly risky to agree to remain the administrator “for a few months while the buyer finishes the formalities.” In that situation, the shares may already belong to another person, while the management powers and the risks associated with them remain with the seller.
Not being a Romanian tax resident does not automatically mean that no tax is due.
The result depends on who is selling the shares — an individual or a legal entity — the country in which the seller is tax resident, and which double taxation treaty applies.
To apply an international treaty, a tax residence certificate is usually important. ANAF publishes the current list of Romania's double taxation treaties.
Before setting the final price, the seller should therefore calculate how much money will remain after taxes and transaction costs.
If the company is clean but has no activity, assets, or useful history, liquidation may be safer than transferring it to an unknown person.
ONRC provides a procedure for the simultaneous dissolution and liquidation of an SRL when the shareholders agree on the distribution of assets and ensure that liabilities are paid or settled with creditors. The official conditions are published on the ONRC website.
If a potential buyer only needs the equipment, inventory, brand, or customer contracts, it may sometimes be more rational to sell those assets separately and then liquidate the legal entity.
If the company is no longer able to pay obligations as they fall due, the signs of insolvency should be assessed. Law No. 85/2014 requires an insolvent debtor to apply to the court within the statutory period, which under the current version of the law is no more than 45 days from the date the state of insolvency arises. Formally transferring the shares to a random person is not a substitute for insolvency proceedings.
Selling a company in Romania does not guarantee that the owner will recover the money spent on an unsuccessful business launch.
The buyer evaluates not the previous owner's expenses, but what remains inside the SRL after the transaction:
For this reason, a clean but empty SRL may be worth only a few hundred lei or may fail to find a buyer at all. A company with liabilities may have negative economic value. An operating business with assets, licences, and stable profits can be sold for significantly more than the nominal value of its shares.
The main principle for the seller can be formulated as follows:
Larin Trade Consulting supports transactions involving the transfer of Romanian companies, helps determine the actual condition of an SRL, justify a realistic price, and choose the most suitable way to exit the business: selling the shares, transferring individual assets, settling liabilities, or liquidating the company.
Note: OLX listings and forum discussions are included solely as illustrations of market expectations and practical situations. They do not confirm the actual condition of the companies, do not reflect the prices of completed transactions, and do not replace legal, tax, or accounting due diligence.
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