Why sequence matters
A relocation from Germany to Romania does not begin at the Romanian SRL. It begins with the German exit-tax sequence — Wegzugsbesteuerung — under § 6 AStG (the Außensteuergesetz) and the related § 6 EStG rules on hidden reserves. Get the sequence wrong and the Finanzamt treats the move as a deemed disposal of the German company shares at fair market value — a tax event that can dwarf the savings the relocation was meant to produce.
Germans relocating to Romania often arrive with the SRL already formed and ask us to "make the German side work." That sequence costs them money. The German side has to be set first.
This piece is the operational complement to our Romanian SRL formation guide. It does not replace specialist German tax advice — every relocation needs a Steuerberater on the German side. It does set out what the sequence looks like in practice and where the ordinary mistakes happen.
What §6 AStG actually does
§ 6 AStG treats the end of unlimited German tax liability of a shareholder holding at least 1% of the shares in a corporation as a deemed disposal of those shares at fair market value. The latent capital gain — stille Reserven — is taxed under §17 EStG as if the shares had actually been sold on the day of departure.
Three structural points matter:
- The trigger is loss of unlimited tax liability, not the relocation itself. A founder who keeps a German habitual abode (gewöhnlicher Aufenthalt) avoids the trigger but does not relocate — and Romanian substance is unlikely to be recognised.
- The threshold is 1% of share capital at any time within the last five years. A 1% interest is enough to bring the entire shareholding into scope.
- The valuation for the deemed disposal is fair market value at the date of departure, determined under the IDW S 1 standard or comparable methods. The Bundeszentralamt für Steuern (BZSt) reviews the valuation; disputes are common.
Since the 2022 reform of § 6 AStG, the previous distinction between EU/EEA and third-country relocations has been narrowed. The interest-free, indefinite EU deferral (zinslose Stundung) was abolished. Tax is now payable in seven annual instalments by default, regardless of destination. Limited deferrals still exist but are case-by-case.
The Romanian-substance question
Even when the German exit-tax position is settled, the Finanzamt retains review rights for years afterwards if it suspects the relocation was nominal. Several EU tax authorities — Germany the most active — now challenge Romanian structures where the founder has relocated nominally but retained all economic activity in the origin country. A registered address in Bucharest does not satisfy German exit-tax substance review.
What the Finanzamt actually checks, in practice:
- Habitual abode — physical presence in Romania of more than 183 days per year, supported by a Romanian residence permit, a long-term lease, and a registered Romanian utility bill.
- Centre of vital interests — family location, banking, healthcare, schooling, social-security registration. The OECD model treaty tie-breaker tests are the de facto template.
- Economic activity in Romania — director presence, employees, contracts negotiated and executed locally, board meetings minuted in Bucharest, Romanian-bank operating account.
- Absence of German economic continuity — the German GmbH wound down or restructured, customer relationships transferred, German payroll closed.
This is the substance bar. Meeting it requires a sequenced relocation — not a paper transfer. The mechanics on the Romanian side, including the non-resident banking dossier and the microenterprise election, are covered in detail in the linked pieces.
The sequenced playbook
The order that produces a defensible relocation is roughly the following.
Step 1 — Pre-departure German planning. Engage a Steuerberater familiar with § 6 AStG. Obtain a fair-market-value calculation for the German shareholding. File the Wegzugsteuer declaration in the year of departure. Decide on the seven-year instalment plan or apply for a longer deferral where applicable.
Step 2 — Substance design. Decide where you will live in Romania, where the SRL will operate, who the first employee will be, and what the Romanian banking relationship will look like. Document the answers in writing before the SRL is formed.
Step 3 — Romanian SRL formation. Form the SRL with a CAEN code that matches the actual operating activity, not a placeholder. The SRL formation guide covers the dossier and timeline.
*Step 4 — Romanian residency and Anmeldung in reverse. Register the long-term lease, obtain the Romanian residence permit, deregister from the German municipality (Abmeldung), and establish the 183-day clock*.
Step 5 — Operational substance. First employee on payroll, first director board meeting in Bucharest, first invoice issued from the Romanian SRL bank account, first D112 declaration filed at ANAF. These are dated artefacts — the Finanzamt scrutinises them in chronological sequence.
Step 6 — German wind-down or restructure. The German entity is wound down, sold, or restructured to remove ongoing German nexus where this fits the commercial picture.
Common failure modes
The relocations that unravel two or three years later usually fail one of these tests:
- The founder kept a German residence "just in case" — and the gewöhnlicher Aufenthalt test was failed at audit, retroactively undoing the relocation.
- The Romanian entity has no real activity — no employees, no leases other than the registered office, no Romanian-issued invoices, no Romanian banking flow.
- The wind-down of the German GmbH was incomplete — customer contracts continued in the German entity's name, German bank flows persisted, German payroll lingered.
- The §6 AStG declaration was filed late or incorrectly — interest, penalties, and a closer BZSt look at every subsequent year.
Each of these is recoverable, but only with German specialist counsel. By the time the Finanzamt writes, options narrow.
A worked example: a €2M GmbH founder relocating
Concrete numbers anchor the abstract structure. Consider a typical case: a German-resident founder, sole shareholder of a Frankfurt-based GmbH with a fair market value of approximately €2,000,000, original share capital of €25,000, planning to relocate to Bucharest and operate going forward through a Romanian SRL. The unrealised capital gain — stille Reserven — is €1,975,000.
Under § 6 AStG, the deemed disposal triggers personal capital-gains tax on the €1,975,000 at the shareholder's marginal German rate, which for high earners typically lands around 27.99% all-in (capital-gains rate plus solidarity surcharge plus Kirchensteuer where applicable, calculated under § 17 EStG for substantial-shareholding gains). The headline tax: roughly €552,705.
The 2022 reform of §6 AStG abolished the indefinite EU deferral that had previously applied to relocations within the EU/EEA. The default treatment now is payment in seven annual instalments, no interest, with the Bundeszentralamt für Steuern (**BZSt**) administering the schedule. Annual instalment ≈ €78,958, payable each tax year over the seven-year window. Limited deferrals beyond seven years are available case-by-case under §6(4) but are no longer the standard outcome.
The Romanian side: the founder forms a Romanian SRL (formation guide here), elects the microenterprise regime (detail), establishes Romanian residency under the 183-day rule, and operates the new business through the SRL with a single full-time employment contract triggering the 1% rate. Assuming the new operating business produces €90,000 turnover in year one — Romanian tax stack is: 1% CIT (€900) + minimum-wage employment (€11,000) + 8% dividend tax on distributed profit (≈€6,200) + CASS capped (≈€1,800) ≈ €19,900 total Romanian tax.
The combined picture for year one: €78,958 (German exit-tax instalment) + €19,900 (Romanian operating tax) = €98,858. By year eight the German instalments have completed and only the Romanian operating tax recurs. Net of the relocation, the founder pays roughly 22% of new-business turnover in Romanian tax, dramatically below the German GmbH equivalent (~30% all-in CIT + 25% Kapitalertragsteuer on dividends ≈ 47%). The structural saving begins compounding from year two — typically more than offsetting the upfront §6 AStG cost within 5–7 years if the new Romanian operation grows.
The German exit tax is large but not catastrophic. The relocations that fail do so because the SRL has no real substance, not because the §6 AStG instalments were unaffordable.
Coordination with German tax counsel: what they need from us
Every German relocation requires a Steuerberater on the German side. We are the Romanian counsel; we do not provide German tax advice. The collaboration works best when both sides know what the other needs. From experience across dozens of German relocations since 2022, the documents and answers your Steuerberater will request from the Romanian side, and that we provide as part of the Bespoke formation tier:
- Romanian SRL formation certificate (certificat constatator) and the CUI issued by the Trade Register — needed for the §6 AStG declaration as evidence of the receiving structure.
- Articles of association (act constitutiv) in Romanian and English — required as part of the relocation file at the German Finanzamt.
- Romanian operating-bank IBAN confirmation — typically a Banca Transilvania or Raiffeisen Romania account, established before the Wegzug as substance evidence (covered in our non-resident banking guide).
- Long-term Romanian lease — minimum 12 months, in the founder's name, with a registered Romanian address. The German Finanzamt uses this as the principal evidence of gewöhnlicher Aufenthalt in Romania post-relocation.
- Romanian residency permit application receipt and, once issued, the permis de şedere itself — covered by the route mechanics in our Schengen accession piece.
- First Romanian payroll filing (declarația D112) at ANAF evidencing the qualifying employee for the 1% microenterprise rate — this is operational substance evidence, distinct from the residency address.
- First Romanian-issued invoice from the new SRL — cited in audit defences as the inflection point of economic activity.
- Director board minutes signed and dated in Bucharest — typically two or three minuted meetings in the first six months, covering substantive decisions (banking, employment, customer contracts).
The Steuerberater uses these to construct the § 6 AStG declaration, file the Wegzugsteuer within statutory deadlines, and respond to any subsequent Finanzamt queries. The German side leads on form filing and tax calculation; the Romanian side delivers the substance evidence trail. Done well, the file holds at audit. Done poorly — typically because the founder formed the SRL too late, kept a German habitual abode, or allowed the German entity to wind down too slowly — the Finanzamt has the option to disregard the relocation and reapply taxation as if the founder had never left.
Our Bespoke formation tier at €1,500+ explicitly includes the substance-evidence package and the Steuerberater coordination workflow. Founders who arrive with German planning already in writing typically complete the Romanian side in 3–4 weeks; founders who arrive cold add 6–8 weeks as the German side gets set first.
Where Incorpore fits
We are Romanian formation and corporate counsel — not German Steuerberater. Our role in a German-to-Romania relocation is the Romanian half: structure, formation, banking, residency, payroll, ongoing compliance. We coordinate with your Steuerberater on the timing of the Wegzug, the SRL formation, and the substance evidence trail.
Founders who arrive with German exit-tax planning already in place complete the Romanian side in three to four weeks with full substance documentation. Founders who arrive cold add six to eight weeks while the German side is set first. Book a discovery call and we will tell you which category your situation is in.
Frequently asked questions
When exactly does §6 AStG trigger?
On the cessation of unlimited German tax liability of a shareholder who holds at least 1% of shares in a corporation at any time within the last five years. The trigger is loss of unlimited tax liability — not the relocation itself. A founder who keeps a habitual abode (gewöhnlicher Aufenthalt) in Germany avoids the trigger, but in doing so typically prevents the Romanian relocation from being recognised at all.
Is the EU deferral still available?
No, not in its previous form. The 2022 reform of §6 AStG abolished the indefinite, interest-free deferral that had applied to EU/EEA relocations. Tax is now payable in seven annual instalments by default. Limited deferrals are still available case-by-case but are no longer the standard outcome.
Does a Romanian registered address satisfy German substance review?
No. The Finanzamt checks habitual abode (>183 days in Romania), centre of vital interests (family, banking, healthcare, schooling), and economic activity (director presence, employees, contracts negotiated and executed locally, board meetings minuted in Bucharest). A registered office address is the start of substance evidence, not the end.
Can I keep a residence in Germany for business trips?
Holding a continuous habitual abode in Germany typically prevents the Wegzug from being recognised. Short-stay accommodation (hotels, occasional Airbnb) is fine; a permanent dwelling — especially one used regularly — fails the test. The OECD model treaty tie-breaker tests are the working template.
Should I form the SRL before or after the §6 AStG declaration?
After the German planning is set. The cleanest sequence is: (1) engage a Steuerberater on the German side, (2) obtain a fair-market valuation of the German shareholding, (3) form the Romanian SRL, (4) register Romanian residency and complete the Abmeldung in Germany. Forming the SRL first does not invalidate the relocation, but it removes optionality on the German exit-tax filings.
Does Incorpore provide German tax advice?
No. We are Romanian formation and corporate counsel. Every relocation needs a German Steuerberater familiar with §6 AStG; we coordinate with yours on the Romanian half — formation, banking, residency, payroll, ongoing compliance — but we do not advise on German tax.
Talk to us
A relocation from Germany to Romania needs a Steuerberater on the German side and Romanian counsel on this side. We are the Romanian counsel — formation, banking, residency, payroll, ongoing compliance. We coordinate with your § 6 AStG specialist on timing of the Wegzug, the SRL formation, and the substance evidence trail the Finanzamt will eventually request. Book a discovery call — we will tell you whether your situation is three weeks away from a clean Romanian SRL or six weeks away because the German side needs setting first.
Related guides
- Romanian SRL formation: the complete 2026 guide — the Romanian incorporation half of the relocation
- The 1% microenterprise tax: who qualifies — the headline tax saving driving most German relocations
- EUR bank accounts in Romania for non-resident founders — what the bank wants to see for relocators
- Schengen accession 2025: the residency angle — why Romanian residency is now strategically attractive
- 10% personal income tax and 8% dividend tax — what you actually keep after relocation