Suspending a Company's Activity in Romania

How a lawyer can help you suspend an SRL’s activity in Cluj

The company doesn’t disappear, but ANAF, the tax authority, declares it inactive. I draft the resolution, file the entry with the ONRC and tell you which obligations remain until you resume.

When does suspending make sense, and when doesn’t it?

Suspending makes sense when activity stops for a while but you want to keep the company, its unique registration code and its history. If you no longer want the company, the answer is dissolution and striking off; if someone else wants it, a transfer of shares. Suspension doesn’t wipe out debts or stop the deadlines in ongoing contracts. If you have employees, their contracts are dealt with separately, under the rules of employment law.

The law on companies doesn’t treat suspension as a procedure of its own. It deals with it as temporary inactivity, notified to the tax authorities and entered in the Trade Register, and sets a limit of 3 years from the date of entry (art. 237^2(1)(b) of Law no. 31/1990). If activity hasn’t resumed by then, the registrar finds directly that the conditions for dissolution are met.

What documents you need to suspend activity at the ONRC

• The resolution of the general meeting of shareholders (AGA) or the sole shareholder’s decision (art. 191, art. 192(1) and art. 196^1 of Law no. 31/1990), with the start date and the length of the inactivity, up to 3 years.
• The application to register the change (cerere de înregistrare a mențiunii), filed within 15 days of the date of the resolution (art. 43(1) of Law no. 265/2022), at the counter, by post or electronically with a qualified electronic signature (art. 84).
• The standard declaration on operating conditions (declarație-tip privind condițiile de funcționare), made on your own responsibility, which the law expressly requires when companies that have carried on activity since they were set up stop it temporarily (art. 122(4) of Law no. 265/2022).

The registrar rules on the application within one working day (art. 105(1)), the entry is made within 24 hours of the ruling (art. 107(3)) and you receive the certificate of registered amendments (certificat de înregistrare mențiuni) under art. 110(2).

What happens at ANAF: being declared inactive

Under art. 92(1)(d) of the Fiscal Procedure Code (Codul de procedură fiscală), temporary inactivity entered in the Trade Register is one of the cases in which a corporate taxpayer is declared inactive. The tax authority does this by a decision sent to the company (art. 92(4)), and the company is entered in the Register of inactive/reactivated taxpayers, which is public on the ANAF website (art. 92(10) and (11)).

The effects are set by the Fiscal Code (Codul fiscal): taxpayers declared inactive who still carry on economic activities while inactive owe the taxes, duties and contributions, but can’t deduct expenses or the VAT on their purchases (art. 11(6)). Customers who buy goods or services from an inactive company can’t deduct the expenses or the VAT either (art. 11(7)). The law doesn’t ban invoicing, but for these reasons a suspended company shouldn’t issue invoices or make purchases in its own name.

What obligations remain during the suspension?

Which tax returns are still due month by month depends on the company’s tax registration profile (vector fiscal), so draw up the exact list with your accountant. If the company is VAT-registered, also ask your accountant what happens to the VAT number while it’s inactive.

How do you resume activity?

Resuming is registered in the same way: the general meeting resolution or the sole shareholder’s decision to resume activity, the application filed within 15 days (art. 43(1) of Law no. 265/2022) and the standard declaration on operating conditions, which is required on resumption too (art. 122(4)). You can resume at any time before the 3 years are up.

At ANAF, a company declared inactive is reactivated by decision if it meets all of these conditions: it has met all its filing obligations, has no outstanding tax debts, operates at its declared tax domicile and is no longer in the situation for which it was declared inactive (art. 92(5) and (6) of the Fiscal Procedure Code). For a suspension, the last condition means that the resumption has been entered in the Trade Register. The reactivation decision takes effect for third parties from the day after it is entered in the register of inactive taxpayers (art. 92(13)).

What do you risk if you don’t resume activity in time?

If the inactivity period ends and activity hasn’t resumed, the ONRC, through the registrar, finds that the conditions for dissolution are met, at the request of any interested person or on its own initiative (art. 237^2(1)(b) of Law no. 31/1990). The list of companies is posted in the Electronic Bulletin at least 15 calendar days in advance and sent to ANAF (art. 237^2(2)). The ruling is sent to the company, which can lodge a complaint within 15 days (art. 237^2(4)); if there is no complaint, the dissolution is registered automatically and the company goes into liquidation (art. 237^2(5)).

Law no. 239/2025 added a tax rule: a taxpayer declared inactive that is not reactivated within one year is dissolved, and the tax authority must ask for the dissolution. For a company whose temporary inactivity is entered in the Trade Register, however, the request is made only after the inactivity period ends, if activity hasn’t resumed (art. 92(4^1) to (4^3) of the Fiscal Procedure Code). In this case, companies under Law no. 31/1990 are dissolved through the registrar’s procedure, and those with no outstanding tax debts can be struck off ex officio if nobody asks for a liquidator to be appointed within 20 days (art. VIII(1) and (3) of Law no. 239/2025).

How I can help

I help you suspend and resume activity. I check the articles of association and the office contract, draft the resolution or decision and the declarations, and file the entry at the Trade Register Office attached to the Cluj Tribunal (Tribunalul Cluj). Then I tell you what’s left to do at ANAF, together with your accountant. If you’re closer to closing down than to taking a break, have a look at the page on dissolution, liquidation and striking off. All my services for businesses are on the business law page. To talk about your situation, write to me.