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Winding up - Romania

Updated 04.2010

Legal requirements

The process for dissolving and winding up businesses is subject to the regulations stipulated in the Law on commercial companies.

  • Law on commercial companies pdf [686 KB] română

Types of dissolution

In accordance with legal provisions, a company can be dissolved due to:

  • expiry of the period established for its activities;
  • impossibility of fulfilling the purpose of its business;
  • the company being declared void;
  • a decision taken at a General Meeting;
  • a court ruling, on the basis of a well-founded request by any partner;
  • bankruptcy of the company.
  • Company dissolution - Law on commercial companies pdf [686 KB] română
  • Handling bankruptcy and starting afresh - Romania

When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.

Administrative procedures

Biroul Unic (One-Stop Office)

The formalities for dissolving a business can be carried out online, by accessing the E-government portal.

  • E-government română Online government service

Deregistration

The first step is to dissolve the firm. This is accomplished by filling in a series of documents and deeds which certify the amendments made to the memorandum of association, along with notifications required by special laws and evidence that all the relevant fees for dissolving and deregistering the company have been paid.

  • Documents required to legally dissolve an SRL (LLC) with a single partner pdf [122 KB] română
  • Documents required to legally dissolve companies with more than one partner pdf [123 KB] română
  • Documents required to dissolve companies with more than one partner pdf [123 KB] română

The dissolution is then published in the Official Gazette of Romania.

  • Official Gazette of Romania română

The next step is to have the firm struck off the Trade Register. To this end, you must submit a deregistration application, as well as proof that the company does not have any outstanding liabilities in respect of the state budget or social security contributions.

  • Tax registration certificate pdf [36 KB] română Online government service

The deregistration application is filed thirty days after the amendment has been published in the Official Gazette.

  • Application to strike a firm off the Trade Register pdf [242 KB] română Online government service
  • Trade Register română

Non-resident individuals and legal entities must file translated and notarised copies of their documents.

Once a company has been struck off the Trade Register, its activities must cease completely and irreversibly.

Check also the legislation on this topic in:

  • References

    Legal texts

    • Law no 159 of 6 June 2007 amending Law no.359/2004 on the simplification of the formalities for the entry into the Trade Register of individuals, family-owned businesses and legal entities, their fiscal registration, and authorisation for the operation of legal entities, published in the Official Gazette no 394/12.06.2007 pdf [146 KB] română
    • Law no 360 of 21 September 2006 amending art. 31 of Law no 359/2004 on simplification of the formalities for the entry into the Trade Register of individuals, family-owned businesses and legal entities, their fiscal registration, and authorisation for the operation of legal entities, published in the Official Gazette no 799/22.09.2006 pdf [150 KB] română
    • Law no 359 of 8 September 2004 on simplification of the formalities for the entry into the Trade Register of individuals, family-owned businesses and legal entities, their fiscal registration and authorisation for the operation of legal entities, published in the Official Gazette no 839/13.09.2004 română
    • Law no 297/2004 on capital markets, published in the Official Gazette no 571/29.06.2004, as amended română

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Further help

The Camera de Comerț și Industrie a României (Chamber of Commerce and Industry of Romania) provides advice for companies with regard to winding up procedures.

  • Chamber of Commerce and Industry of Romania română