Company Liquidation and Dissolution in Romania

The register application is signed by the legal representative, an attorney with an authentic power of attorney, or a lawyer with a mandate (art. 81(1) Law 265/2022, 2022 text); how members abroad sign the decision is settled at intake. An EU-notarised power of attorney still needs the apostille unless a bilateral treaty removes it; an EU criminal-record certificate does not.

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

Tax debts of a struck-off company are annulled unless another person was made liable (art. 266(4) Fiscal Procedure Code), such as, for an insolvable company, 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), and annual statements not filed within 5 months of the legal deadline are themselves an inactivity ground (art. 92(1²)(b) Fiscal Procedure Code). A company that cannot pay its debts goes to insolvency proceedings; we do not run those and 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)). RomaniaRegist files the documents; it does not settle a dispute between members.

Not on route A, where the members agree on the distribution 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, and failing unanimity the court does (art. 262). A natural-person liquidator must be an authorised liquidator (art. 253(1)). The liquidator is never RomaniaRegist.

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

An individual's liquidation income is the excess of distributions over the contribution to the share capital (art. 94(11) Fiscal Code); the paragraph's last sentence uses the tax value of the shares, so the base is not settled for a member who bought them. Taxed at 10%, final, for a resident (art. 97(5)), it follows liquidation-income rules, not dividend rules.

A VAT-registered company notifies ANAF in writing within 15 days of ceasing its economic activity (art. 316(20) Fiscal Code). ANAF deregisters the company of its own motion once it ceases to exist (art. 90(3) Fiscal Procedure Code). The Romanian payment account has to stay open until the strike-off, because having none is an inactivity ground (art. 92(1²)(a)).

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

With no arrears, if nobody asks for a liquidator within 20 days of the dissolution entry, the registrar strikes the company off (Art. VIII(3) Law 239/2025); a complaint lies within 15 days of publication. With arrears, ONRC appoints a liquidator for a fixed 1,000 lei, plus 10% of recoveries, where these exceed 2,000 lei. Reactivation filings are the accountant's work.

A registered temporary suspension (inactivitate temporară) may not exceed 3 years (art. 237²(1)(b) Law 31/1990) and postpones the request to dissolve an inactive taxpayer until it ends (art. 92(4³) Fiscal Procedure Code). Whether returns and statements stay due during a suspension is not covered here. The choice is the members' own, made 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 company has made any distribution of its assets, that route is closed, so the point is settled before assets move. The drafting of the revocation sits with the partner lawyer.

No separate procedure for a company that never traded is described here, 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 company's filing history, so you see what is outstanding before any filing.

Liquidators may pay members nothing before the creditors are paid (art. 256(1) Law 31/1990), so the members come after the creditors. The order among the creditors themselves is not covered on this page. RomaniaRegist does not act as liquidator; on route B the authorised liquidator applies this rule before any distribution.