In short
- In an asset deal, building land and new buildings are sold with 21% VAT; between VAT-registered companies the reverse charge applies [1][2].
- Typical asset-deal costs: the notary fee (about 0.6% of the price at higher values) and land-registry registration [3].
- A share deal carries no VAT on the transfer of shares, but the buyer takes on the company's tax and legal history [5][6].
- From 2026, an individual's gain on selling shares and dividends are taxed at 16% [6][7].
The two structures in brief
In an asset deal, the buyer acquires the property under a notarised contract and the right is entered in the land book. In a share deal, the buyer acquires the company that owns the property; the owner in the land book stays the same, only the shareholders change.
VAT in an asset deal
The standard VAT rate has been 21% since 1 August 2025 [1]. Supplies of buildings and land are, as a rule, VAT-exempt, but the exemption does not apply to building land or new buildings [2]. Whether land is building land is established by the urbanism certificate [2]. A building is new until the end of the year following its first occupation or use [2].
- Reverse charge: if seller and buyer are both VAT-registered, the invoice is issued without VAT and the buyer accounts for and deducts the tax in the same return, with no cash effect [2].
- Option to tax: the seller may choose to tax an otherwise exempt supply, such as an old building, by notifying the tax authority [2].
- Adjustment: if the seller deducted VAT when acquiring the building and sells it exempt, it must adjust the deducted VAT over a 20-year period [2].
For a VAT-registered corporate buyer, the economically relevant price is usually the price excluding VAT, thanks to the reverse charge. For a non-registered buyer, VAT is a real cost.
Costs of an asset deal
| Cost | Indicative level | Source |
|---|---|---|
| Notary fee (value above RON 600,001) | RON 6,405 + 0.6% of the amount above RON 600,001 | [3] |
| Land-registry registration, corporate buyer | 0.5% of the price (figure from the notarial calculator; confirm with the notary) | [3] |
| Tax certificate, land-book extract for notarisation | small fixed fees | [10][11] |
For the buyer, the advantage of an asset deal is that it does not take on the seller's pre-closing liabilities. In addition, the price paid for buildings becomes the base for tax depreciation; land is not depreciated [4].
Share deal: no VAT, but the company's history
- The transfer of shares is not subject to VAT [4].
- Shares in a Romanian SRL can be assigned by private deed; notarisation is optional [5].
- An assignment to outsiders requires approval by shareholders holding at least three quarters of the capital, unless the articles provide otherwise [5].
- The Trade Register processes the filing quickly and checks the company's tax position of its own motion [5].
The main drawback: the buyer takes on all the company's obligations, including tax liabilities and litigation. A share deal therefore requires full financial, tax and legal due diligence and a contract with the seller's representations and warranties, possibly with part of the price held in escrow [4]. Warranty and indemnity (W&I) insurance is used in Romania mainly in larger deals, above EUR 25 million [8].
Taxation of the seller
| Seller | 2026 regime | Source |
|---|---|---|
| Individual, gain on shares | 16% from 1 January 2026 (10% before) | [6][7] |
| Dividends paid to shareholders | 16% from 1 January 2026 | [7] |
| Company paying corporate income tax | 16%; the gain on a participation may be non-taxable for a holding of at least 10% kept for at least one year (confirm with a tax adviser) | [9] |
How to choose
- Asset deal: suitable when the seller holds other assets or a business, when the buyer wants a 'clean' asset, or can recover VAT through the reverse charge.
- Share deal: suitable when the company holds only the asset being sold, has a simple and verifiable history, and savings on VAT and transfer costs matter to the buyer.
- If the company owns several assets, selling one of them separately through a share deal may first require a demerger.
This material is for information only and is not tax or legal advice. The structure of each transaction is confirmed with each party's own lawyer and tax adviser.
This material is for information only and is not legal, tax or investment advice.
Sources
Sources consulted on 11 October 2026. Figures marked “calculation” are our own, based on the published figures.
- ANAF a actualizat Codul fiscal – TVA majorat la 21% · StartupCafe, 01.08.2025
- TVA imobiliare și terenuri: cum se emite factura și ce impozit se aplică · InfoTVA (Manager.ro), 20.08.2025
- Calculator taxe notariale · notari.pro, actualizat 05.08.2026
- M&A Guide – Romania · Taxand, 2016
- Cesiune părți sociale: procedură și documente · Bono, actualizat 15.09.2026
- Cesiunea părților sociale – implicații fiscale · Fiscalitatea.ro, 03.03.2026
- ANAF a publicat lista taxelor schimbate în 2026 · Capital, 03.08.2026
- W&I insurance is fast becoming an important tool in M&A · CMS (Emerging Europe M&A Report), 30.01.2023
- Tratamentul fiscal al veniturilor din valorificarea titlurilor de participare · Fiscalitatea.ro, 08.06.2016
- Certificat fiscal obligatoriu la vânzarea și cumpărarea locuințelor · Euronews România, 16.03.2026
- Extrasul de carte funciară: ce este și cum îl obții · e-juridic (Manager.ro), 27.10.2025
