Company Liquidation in Romania

An inactive company not reactivated within one year is dissolved (art. 92(4^1) Fiscal Procedure Code). Under Law 239/2025, ONRC strikes it off if it has no tax arrears and nobody asks for a liquidator within 20 days; with arrears, it appoints one for 1,000 lei plus 10% of recovered sums exceeding 2,000 lei. Bad-faith administrators and abusive members stay liable.

Both are lawful alternatives with their own rules. A suspension at the trade register lasts up to 3 years, after which the registrar can dissolve the company (art. 237^2 Law 31/1990), and the suspension is itself a ground of fiscal inactivity. A sale of the shares keeps the company alive under a buyer. The company's own figures decide between them.

Romanian law splits the work. Drafting legal acts, such as the dissolution decision or a creditor settlement, is reserved to lawyers (art. 3 Law 51/1995). Keeping a company's accounts under contract is reserved to CECCAR members (art. 10(3) Law 82/1991), who also do the tax work. Our CECCAR-registered accountants keep the books; our lawyer partner drafts the acts.

On the ordinary route, yes: the members appoint liquidators (art. 262(1) Law 31/1990), and a natural person must be an authorised liquidator (art. 253(1)). On the simultaneous route the members decide the mode of liquidation with the dissolution (art. 235(1)), while ANAF's texts speak of statements drawn up by liquidators. We set out the conditions before the decision.

The law sets the conditions. Where the debts are paid or settled with the creditors and every member agrees how to split what remains, the simultaneous route is open (art. 235 Law 31/1990). Without unanimity on the split, ordinary liquidation by liquidators applies. A company that cannot pay its debts goes to insolvency (art. 270^1), which is outside this service.

Only the statutory terms are fixed: the decision is filed at ONRC within 15 days, creditors may oppose for 30 days after publication in Monitorul Oficial Part IV, an ordinary liquidation ends within one year, extendable at most three times by one year, and the strike-off application follows within 15 days of the end. No total duration is published.

Publishing the dissolution in Monitorul Oficial Part IV costs 152 lei per manuscript page under the 2026 tariff; the total depends on the page count. Publishing in and consulting the trade register's electronic Bulletin is free (art. 15(4) Law 265/2022). Whatever ONRC charges for the entries is confirmed for each file. Our own fee is quoted on request.

The ONRC filing can be signed by an attorney under a notarised special or general power of attorney, or by a lawyer (art. 81(1) Law 265/2022). Foreign official documents go in as originals with an apostille where the issuing state is a Hague Convention party, with a Romanian translation. Our accountant deals with ANAF under the company's mandate.

Only the excess of what you receive over your capital contribution is taxed (art. 223(1)(o) Fiscal Code). An individual resident in the EU or a treaty state pays 10%; a company or any other non-resident pays 16%; a Romanian-resident individual pays 10%, final. A treaty rate needs your tax residence certificate at the moment of payment (art. 230(2)).

No. What a member receives on liquidation above the capital contribution is taxed under its own rule for liquidation income (art. 97(5) and 223(1)(o) Fiscal Code), not under the dividend rules. The company computes the tax, withholds it and pays it, and the strike-off application carries proof that this was done (art. 235(2) Law 31/1990).

The final profit-tax or micro-enterprise return and payment, by the date the financial statements are filed; the withholding on non-resident members, by the 25th of the month after payment; the informative return 205; the liquidation statements on form S1039; and, for a VAT-registered company, the VAT cancellation request within 15 days of ceasing activity.

No. Under art. 180(1) Fiscal Procedure Code, consolidated to OUG 38/2026, interest and late-payment penalties are no longer due or calculated from the date the dissolution is registered. Taxes already due are still owed, and every return must be filed and every tax paid by the filing of the balance sheet (art. 155(1)).

While the liquidation lasts, the company files an annual accounting report with ANAF within 90 days of each calendar year end (art. 9(1) OMF 2.036/2025). For profit tax, the period from the first day of the following fiscal year to the close of the liquidation counts as one fiscal year (art. 16(6) Fiscal Code).

Yes. The members can go back on the dissolution, with the majority needed to amend the articles of association, as long as nothing has yet been distributed to them from the company's assets (art. 231(1) Law 31/1990). Once anything has been distributed, the decision to dissolve stands and the liquidation runs to its end.

The members own the remaining assets from the strike-off date, with a certificate usable for the land book (art. 235(3)-(4) Law 31/1990). Goods handed over in kind can carry VAT where VAT on them was deducted. The registers are kept 5 years by the member the majority chooses; books 10 years, payroll statements 50 years.