In Romania, closing a company requires several steps to be taken, which vary depending on the type of company, but for a better understanding of this phenomenon, it is necessary to clarify the following concepts: dissolution, liquidation and closure.
First of all, it is important to note that the dissolution of a company is not synonymous with the procedure of closing the company. According to company law, companies are dissolved in the following situations:
- the passage of the time set for the duration of the company;
- impossibility of realization of the company’s object of activity or its realization;
- declaration of nullity of the company;
- the decision of a general meeting;
- the decision of the court, at the request of any member, for good cause, such as serious misunderstandings between members, which hinder the functioning of the company;
- bankruptcy of the company;
- other causes provided for by law or by the company’s articles of association.
The dissolution of a company does not directly result in the disappearance of the legal person, which may continue to carry on the economic operations already under way in order to cover its liabilities with a view to liquidation. The dissolution of companies will be entered in the Commercial Register and published in the Official Gazette of Romania, Part IV.
After the dissolution, the liquidation stage follows, in which all the company’s assets are sold in order to pay off all debts, with the final aim of terminating the legal entity. If the company has no assets or if the company’s partners agree on how the company’s assets are to be divided, the liquidation may be carried out at the same time as the dissolution and it will therefore not be necessary to appoint a liquidator to value the company’s assets. The next step will be to remove the company from the Trade Register at the request of its representative.
The documents you need to close a company are:
First step:
- Application for registration (original)
- The decision of the partners to carry out the simultaneous dissolution and liquidation of the company taken with the quorum and majority required by law
- Proof of payment of the legal publicity fee and, where applicable, the postal fee, in original or certified copy.
If applicable:
- Proof of creditors’ agreement to the discharge of liabilities or regularization of liabilities (original);
- proof of the authorizations issued by the competent authorities as a prerequisite for removal from the trade register if the law so provides;
- proof of the power of attorney of the person designated to carry out the legal formalities (original).
Second stage:
- Original application for registration
- Proof of publication of the decision of the general meeting of associates/members on dissolution, carried out by the staff of the ORCT, ex officio;
- Proof of fulfillment of the obligation to calculate, withhold and pay the income tax on the income from the liquidation of the company, provided for in art. 97 para. (5) of Law no. 227/2015 on the Tax Code, as subsequently amended and supplemented, respectively of the tax on income realized by non-residents from the liquidation of a resident, provided for in art. 223 para. (1) letter o) in conjunction with Article 224 of the same law;
If applicable:
- Proof of the power of attorney of the person representing the company in such proceedings;
OBLIGATIONS UPON CLOSURE OF A COMPANY IN ROMANIA
When closing a company, its legal representatives must be very careful about all the obligations they have to fulfill in order to ensure that the procedure proceeds according to the law. Among the main tasks that arise in the situation of a voluntary dissolution are:
- The decision to dissolve the company to be taken by a resolution adopted at the General Meeting of Shareholders/Associates, with a majority specific to each type of corporate form.
- Registration of the documents with the Trade Register, followed by publication of the AGM Decision, followed by notification to the ANAF through the specific form.
Thus, as a first step, in order to finalize the liquidation procedure and formally register the closure of the company, the company must pay all its debts to suppliers, employees or any other creditors to whom there is an obligation to pay.
Subsequent to the filing of the application with the Trade Register, the associates/shareholders will have to pay the legal fee for the publication of the AGM resolution in the Official Gazette and, where applicable, the postal fee. They will also be required to provide proof of fulfillment of the obligation to calculate, withhold and pay the income tax on the liquidation of the company provided for in art. 97 para. (5) of Law no. 227/2015 on the Tax Code, with subsequent amendments and additions
