Dissolving a Romanian Company

A Romanian company can be dissolved through the following methods:
a) Exceeding the limited timeframe for which the company had been initially incorporated for;
b) The impossibility of fulfilling the company’s object of activity;
c) Declaring annulment of the company;
d) Decision of the General Shareholder Assembly;
e) Decision of Tribunals, on the request of each associate for well-founded reasons as well as conflicts between associates resulting in cease of company’s activity;
f) Company’s bankruptcy;
g) Other reasons stipulated by Law or the Articles of Association.

Dissolving the company will result in the start of the liquidation procedure, however dissolving can take place without liquidation in certain limited cases. The operation must be registered with the Trade Register and published in Romania’s Official Monitor.
The Trade Registry procedure is formed of 3 steps: 
 

1) Filing a number of requested documents (Shareholder Decision, official request) and payment of taxes;
2) Filing a 2nd set of documents (documents from appointed liquidators) and payment of taxes;
3) Filing a 3rd set of documents (Request to dissolve, financial situation for liquidation, Certificate of Registration, Fiscal Certificate etc.).

In certain cases, the shareholders of SRL companies are able to decide – at the time of dissolving the company – upon the liquidation method of the company, when agreeing upon the assignment and liquidation of the company’s patrimony and when insuring payment of debt to potential creditors. On the date the Judge’s decision is taken to dissolve the company, the entity enters liquidation, per the provisions of the Law and a liquidator has to be either hired by the company or appointed by the Judge.

Any remaining assets of the dissolved company shall be assigned to the shareholders.