Suspending the Activity of a Romanian Company

The suspension procedure implies filing a procedure with local Trade Register office where the company is incorporated.

In order to register this operation with the Trade Register, the following documents are required:
1. Registration Request (in original);
2. The Decision of the General Shareholder Assembly or Decision of the Sole Shareholder regarding the temporary suspension;
3. Declaration stating that the company will not activate for a maximum period of 3 years
4. A Power of Attorney empowering the representatives to fulfill the required legal formalities;
5. Proof regarding the payment of the legal fees, including Trade Register fees and expenses for publication in the Official Monitor.

The copies for the for the required documents will be certified by the persons empowered to sign and file the suspension request. In case of non-residents, the

documents are filed in original or certified copies and the translation done by a Sworn Translator which signature must be legalized by a Public Notary. The request is received by the Trade Register judge.
The Decision of the Shareholder Assembly must contain certain elements:
- Identification details, number and signatures of the relevant persons;
- The preamble will contain the method of convocation, the fulfillment of validity conditions per the legal or statutory dispositions
- The period of suspension;
- The duration of the suspension cannot exceed 3 years.

The second step of the suspension procedure is filing the decision emitted by the Trade Register with the Romanian Fiscal Authorities to obtain a derogatory status. In order to this to happen the company’s accounts must be filed to date and the company cannot have outstanding debts.