Dormant Company Accounting in Romania

Because the filings do not stop with the trading. A return is due even when nothing is payable, a calendar half-year without a required return is a ground of fiscal inactivity, and each late return is fined. A company left inactive for a year without reactivation is dissolved. Our fee is quoted on request, after the status check.

No. Every return in the company's fiscal vector stays due, nil where nothing is payable (art. 101(3)(c) Fiscal Procedure Code). After a 15-day non-filing notice, a calendar half-year without any required return makes the company fiscally inactive. Only temporary inactivity registered at the Trade Register lifts the tax-return duty, from the 1st of the following month.

It trades one risk for another. A registered suspension makes the company fiscally inactive by law and cancels its VAT code (art. 92(1)(d) Fiscal Procedure Code). In return, no tax returns are due until resumption or for up to 3 years, a micro-enterprise keeps its regime, and ANAF asks for dissolution only if the term ends without resumption.

Yes. From 1 January 2026 every company must hold a payment account in Romania or at the State Treasury, and keep at least one throughout its activity (Law 70/2015, as amended by Law 239/2025). Having none is a ground of fiscal inactivity and is fined 3,000 to 10,000 lei. We recommend an account at a bank in Romania.

A company with no activity from incorporation to the end of the financial year files the S1046 declaration of no activity with ANAF instead of annual statements, electronically, in the free Ministry of Finance software, within 60 days of the year end (OMF 2.036/2025 pt. 3.3). Every return in its fiscal vector stays due as well.

No. The S1046 declaration is only for a company with no activity since incorporation. A company that traded files full annual statements by 31 May inclusive of the following year, or the next working day, approved by its members. The order does not define when small costs, such as bank fees, end 'no activity': the accountant decides case by case.

A nil return is a return filed for a period with nothing to pay (art. 101(3)(c) Fiscal Procedure Code). Which ones are due depends on the company's fiscal vector: the VAT return each period while VAT-registered, the micro-enterprise return for a micro-enterprise, the annual profit-tax return for a profit-tax payer, and the D406 SAF-T file.

Not by filing nil returns. The VAT code is cancelled where no VAT return was filed for six consecutive months, or where the returns for that span show no purchases and no supplies (art. 316(11)(d)-(e) Fiscal Code). A decision declaring the company fiscally inactive cancels the code from the date of the decision.

Only with at least one employee, or an administrator under a management or mandate contract paid at least the gross minimum wage, and with its statements filed on time where due (art. 47(1)(g), (i), 51(4)(b) Fiscal Code). Without either, it is as a rule a profit-tax payer. A micro-enterprise in registered temporary inactivity keeps the regime (art. 48(2^3)).

Each late return is fined. The company becomes fiscally inactive after a calendar half-year without returns or, from 1 January 2026, when its statements are five months late; then it and its customers lose deductions. A year without reactivation means dissolution; with no arrears, it is struck off if no one asks for a liquidator within 20 days.

Yes, within one year of the inactivity decision (art. 92(4^1) Fiscal Procedure Code). Every missing return and statement is filed and arrears cleared; for the 2026 grounds, the account is opened or the statements filed; a registered suspension must have ended. The decision enters the public register within 5 days and binds third parties the next day.

The administrator. Art. 10(1) of Accounting Law 82/1991 places the responsibility for organising and keeping the accounts on the administrator, who also signs the declaration of no activity and the annual statements. The CECCAR member who keeps the accounts under a service contract does the work; the administrator's responsibility stays in place.

Yes, if it was formed with less: it reaches 500 lei by 18 December 2027 (art. VI Law 239/2025), and the Monitorul Oficial fee for that increase is halved until 31 December 2026. From 2027, net assets below half the share capital and not restored in time are fined 10,000 to 200,000 lei; the accountant checks them each year end.

SRLs are among the taxpayers who file D406, small taxpayers from 1 January 2025 (OPANAF 1783/2021 Annex 5). A company not registered for VAT files it quarterly, by the last calendar day of the month after the quarter, and late filing is fined 1,000 to 5,000 lei. We treat no suspended company as exempt without a text that says so.

For the ANAF side, yes. The statements, the declaration of no activity and the tax returns are filed electronically, the administrator signs with a qualified electronic signature, and representation before ANAF needs only a power of attorney (art. 18(1) Fiscal Procedure Code). For a Trade Register filing, we confirm ONRC's rules for a foreign signatory first.