Closing a Company in Romania

How a lawyer in Cluj helps you close a company

Closing an SRL (limited liability company) has three stages: dissolution (dizolvare); liquidation (lichidare), where the debts are paid and what’s left is shared among the shareholders (asociați); and striking off (radiere) from the Trade Register, when the company ceases to exist. I tell you which procedure suits your company, write the documents and register them myself with the Trade Register Office (ONRC).

Grounds for dissolving a company

A company is dissolved when its term expires, when its object of activity has been achieved or can no longer be achieved, when it’s declared null, or by a resolution of the general meeting (AGA). It’s also dissolved by a tribunal ruling at a shareholder’s request for good reasons, such as serious disagreements between the shareholders, by bankruptcy, or for other causes set out in the law or in the articles of association (act constitutiv). The grounds are listed in art. 227(1) of Law no. 31/1990.

An SRL is also dissolved when bankruptcy, incapacity, exclusion, withdrawal or death leaves it with only one shareholder. It isn’t dissolved if the articles of association provide for the company to continue with the heirs, or if the remaining shareholder decides to carry on as a single-shareholder SRL (art. 229). The dissolution is entered in the Trade Register and published in the Official Gazette (Monitorul Oficial) under art. 232(1), and from that moment the directors (administratori) can’t take on new operations, or they become personally and jointly liable (art. 233(2)).

Voluntary dissolution and dissolution with simultaneous liquidation

The usual route for an SRL that has stopped trading is a general meeting resolution (art. 227(1)(d)), passed with the quorum and majority needed to amend the articles of association. Along with the dissolution, the shareholders can also decide how the liquidation will be done, if they agree on how the assets are divided and liquidated and make sure the liabilities are paid off or settled by agreement with the creditors (art. 235(1)). They also decide unanimously how the remaining assets are shared out (art. 235(2)).

In this case no liquidator is appointed. The application to strike off the company must come with proof that the tax on income from the company’s liquidation, provided for in art. 97(5) of the Fiscal Code (Codul fiscal), has been calculated, withheld and paid, as art. 235(2) requires. Under art. 235(3) and (4), ownership of the assets left after the creditors are paid passes to the shareholders on the date the company is struck off, and the Trade Register issues each of them a certificate of status (certificat constatator), which they can use to register any real estate in the land register (carte funciară).

For a sole shareholder, this is the procedure people usually search for as ‘dissolution without liquidation’ (dizolvare fără lichidare): a single decision covering the dissolution, the method of liquidation and the distribution of the assets. The condition is the same: every debt paid or settled with the creditors.

How liquidation with a liquidator works

When the shareholders can’t agree on how to share the assets, or the debts can’t be covered straight away, the ordinary liquidation procedure applies. In an SRL, the liquidators are appointed by all the shareholders, unless the articles of association provide otherwise, or by the court if the shareholders can’t agree unanimously (art. 262). Liquidators must be authorised liquidators and have the same liability as directors (art. 253(1) and (2)).

If the report shows that the company meets the conditions for the simplified insolvency procedure, the liquidator must apply to open it within 15 days (art. 260(4)). During the liquidation, the company files an annual accounting report with ANAF (the tax authority) within 90 days of the end of the year (art. 36(3) of Law no. 82/1991). Once the liquidation is complete, the liquidators draw up the financial statements and propose how the assets are to be distributed; a shareholder who disagrees can file an opposition within 15 days (art. 263).

Ex officio dissolution and striking off

Not every dissolution starts with the shareholders. At the request of any interested person or of the ONRC, the tribunal can dissolve a company that no longer has its statutory bodies, whose shareholders have disappeared or have no known domicile, that no longer meets the registered office requirements, or that hasn’t topped up its share capital (art. 237(1)). ANAF and the other creditors can report outstanding debts beforehand, in which case the action is postponed until they’re paid off (art. 237(2)). Once the judgment is final, the registrar appoints a liquidator from the Register of Insolvency Practitioners (Tabloul practicienilor în insolvență) under art. 237(6); if no one asks for that appointment within 3 months, the ONRC or any interested person can ask the tribunal to order the company to be struck off (art. 237(8)).

The registrar can record the dissolution directly, on request or ex officio, when the right to use the registered office has expired, when activity hasn’t resumed after the period of temporary inactivity (which can’t exceed 3 years), and when the company’s term has expired without being extended (art. 237^2(1)). The company and ANAF can file a complaint within 15 days of being notified (art. 237^2(4)). Since 2025, this procedure also dissolves a company declared inactive for tax purposes that stays inactive beyond the legal period. If it has no outstanding tax liabilities and no one asks for a liquidator to be appointed within 20 days, it’s struck off ex officio (art. VIII(1) and (3) of Law no. 239/2025). I explain the inactivity period on the page about suspending activity.

Debts, ANAF and the shareholders’ liability

Liquidation doesn’t release the shareholders and doesn’t prevent insolvency proceedings from being opened (art. 260(2)). A shareholder whose liability is limited to their contribution stays limited to that contribution during dissolution too. But a shareholder who abuses limited liability to defraud creditors, for example by disposing of the company’s assets as if they were their own, is liable without limit for the unpaid obligations (art. 237^1(2) to (4)).

Before the dissolution is decided, I check the company’s tax position. Under art. 158 of the Fiscal Procedure Code (Codul de procedură fiscală), the tax clearance certificate (certificat de atestare fiscală) shows any outstanding liabilities. Creditors with money to recover from a company in dissolution can file an opposition (art. 62) and pursue their claims; I’ve written the page on debt recovery for them.

How closing a company works at the ONRC in Cluj

1. I check the debts and the ongoing contracts, including the tax position and the employees.
2. I draft the dissolution resolution or decision, with the method of liquidation and the distribution of the assets, or with the appointment of the liquidator.
3. I register the dissolution at the Trade Register Office attached to the Cluj Tribunal (Tribunalul Cluj) within 15 days (art. 43(1) of Law no. 265/2022 on the Trade Register); the act is published in the Official Gazette (art. 232(2) and art. 204(5)), and creditors have 30 days to file an opposition (art. 62).
4. The liquidation: paying the creditors, the liquidation financial statements, proof of the tax on liquidation income.
5. The application to strike off the company, and the certificate of striking off issued by the registrar; from then on, the company no longer exists.

How I can help you

I handle the dissolution, liquidation and striking off of your company, from checking the debts to the certificate of striking off, including simultaneous liquidation for a sole shareholder. I know closing a company can be a hard decision, so first we look together at whether another route would suit you better. If you just want a break, have a look at suspending activity; if you want to hand the company over to someone else, at transferring shares. All my services for companies are on the business law page. To talk about your situation, write to me.