Company Liquidation and Dissolution in Romania

The legal representative can sign the register application. An attorney with an authentic power of attorney or a lawyer with a mandate can also sign it (art. 81(1) Law 265/2022, 2022 text). We settle at intake how members abroad sign the decision. A power of attorney notarised in the EU still needs the apostille, unless a bilateral treaty removes it. A criminal record certificate from the EU needs none.

We promise no closure time. An early dissolution binds third parties 30 days after it is published (art. 234 Law 31/1990). On route B, the liquidators are appointed within 60 days of the dissolution entry and report within 60 days. The liquidation ends within one year, extendable up to three times (art. 260). The strike-off is filed within 15 days of its end.

The tax debts of a struck-off SRL are annulled unless another person was made liable (art. 266(4) Fiscal Procedure Code). For an insolvable company, that person can be an administrator who in bad faith left taxes undeclared or unpaid, for the mandate period (art. 25(2)(d), (5)). A member who abused limited liability in fraud of creditors answers without limit (art. 237¹(3) Law 31/1990).

Route A needs the debts paid or settled with the creditors (art. 235(1) Law 31/1990). Annual statements not filed within 5 months of the legal deadline are an inactivity ground in themselves (art. 92(1²)(b) Fiscal Procedure Code). An SRL that cannot pay its debts goes to insolvency proceedings. We do not run those, and we refer you to an insolvency practitioner.

Without a unanimous vote on how the remaining assets are shared, the ordinary liquidation with a liquidator applies (art. 235(2) Law 31/1990). A member may also ask the court to dissolve the company for serious reasons, such as grave disagreements between members (art. 227(1)). We file the documents, and we do not settle a dispute between members.

On route A you do not need a liquidator: the members agree on how to share the assets and the debts are paid or settled (art. 235 Law 31/1990). On route B, all the members appoint the liquidators unless the articles provide otherwise. If they do not agree, the court does (art. 262). A natural-person liquidator must be authorised (art. 253(1)). We never act as the liquidator.

Liquidation income of a resident company is Romanian-source income (art. 223(1)(o) Fiscal Code). The withholding rate is 10% for individuals resident in the EU or a treaty country (art. 224(4)(c¹)). It is 16% in other cases (art. 224(4)(d)). It is higher where it is paid into an account in a state without an information-exchange instrument with Romania via artificial transactions (art. 224(4)(c)).

No, it follows liquidation income rules and not dividend rules. A resident individual pays 10% as a final tax (art. 97(5)). An individual's liquidation income is the excess of distributions over the contribution to the share capital (art. 94(11) Fiscal Code). The last sentence of that paragraph uses the tax value of the shares, so the base is not settled for a member who bought them.

A VAT-registered company must tell ANAF in writing within 15 days of ceasing its economic activity (art. 316(20) Fiscal Code). ANAF deregisters the company on its own once it ceases to exist (art. 90(3) Fiscal Procedure Code). The Romanian payment account must stay open until the strike-off. Having none is a ground to declare the company inactive (art. 92(1²)(a)).

Dissolution is a consequence of letting the SRL lapse, not an option. No Romanian payment account, or statements that are 5 months late, are inactivity grounds from 2026. A company declared inactive after 18 December 2025 is dissolved if it is not reactivated within one year (art. 92(4¹) Fiscal Procedure Code; Art. VII(2) Law 239/2025). ANAF must request this, with or without arrears, unless a criminal complaint concerns it (art. 92(4²)).

If the SRL has no arrears and nobody asks for a liquidator within 20 days of the dissolution entry, the registrar strikes it off (Art. VIII(3) Law 239/2025). A complaint can be filed within 15 days of publication. If the SRL has arrears, ONRC appoints a liquidator for a fixed 1,000 lei, plus 10% of recoveries where these exceed 2,000 lei. Your accountant handles the reactivation filings.

A registered temporary suspension (inactivitate temporară) may not exceed 3 years (art. 237²(1)(b) Law 31/1990). It postpones the request to dissolve an inactive taxpayer until it ends (art. 92(4³) Fiscal Procedure Code). This page does not say whether returns and statements stay due during a suspension. The members make the choice with their accountant.

Yes, while no assets have been distributed. Members can revoke a dissolution they decided, with the majority needed to amend the articles (art. 231(1) Law 31/1990). Once the SRL has distributed any of its assets, this route is closed, so the members need to settle the point before assets move. The partner lawyer drafts the revocation.

This page describes no separate procedure for a company that never traded, and we do not assume one exists. The routes on this page apply: simultaneous liquidation under art. 235, or a liquidator under arts. 252 to 263 Law 31/1990. Intake starts from the SRL's filing history, so you see what is outstanding before any filing.

The creditors come first. Liquidators may pay the members nothing before the creditors are paid (art. 256(1) Law 31/1990). This page does not cover the order among the creditors themselves. We do not act as liquidator. On route B, the authorised liquidator applies this rule before any distribution.