Company Liquidation in Romania for an SRL You No Longer Need

Yes. A court can dissolve it under art. 237 at the request of any interested person or ONRC. The registrar can where activity ceased or a suspension lapsed. Since Law 239/2025, ONRC dissolves a company inactive for one year. It strikes it off after 20 days if nobody asks for a liquidator. If there are arrears, it names one.

Tax debts of a struck-off company are cancelled unless other persons have been made liable (art. 266(4) Fiscal Procedure Code). Liquidation does not release the members. A member who abused limited liability in fraud of creditors answers without limit. Those who hid assets in bad faith answer jointly for tax debt.

The creditors. The liquidators may pay the members nothing on account of the liquidation before the creditors are paid (art. 256(1) Law 31/1990). In the simultaneous route of art. 235, the liabilities must be paid or settled with the creditors before the members decide. Only then can they close that way.

A Romanian-resident individual pays 10%, final. The company withholds and pays it by the final filing (art. 97(5) Fiscal Code). A liquidation distribution is not a dividend, which is taxed at 16% from 2026. The Code measures the income against both the capital contribution and the shares' tax value. For a bought stake, that is a tax consultant's question.

Income from the liquidation of a Romanian resident is Romanian-source income. An individual resident in an EU state or a treaty state pays 10%. Any other non-resident, companies included, pays 16%. Both rates apply before any treaty relief (art. 224(4) Fiscal Code). The strike-off file proves the tax was paid. Applying a treaty to a case is tax advice.

Official Journal Part IV charges 152 lei per manuscript page, VAT included, in 2026. BERC publication is free. An ONRC-named liquidator's fixed fee is 1,500 lei after a court dissolution. For an inactive company with arrears, it is 1,000 lei plus 10% of sums recovered, if they exceed 2,000 lei. No ONRC fee is given. Our price is on request.

No. A natural-person liquidator must be an authorised liquidator. A Bar-registered lawyer drafts the decision and the acts. The company, its CECCAR accountant or a lawyer deals with ANAF. That is because assistance before the tax bodies is tax consultancy (OG 71/2001). We check eligibility and prepare the file. We coordinate the people who act.

Not in the simultaneous route of art. 235, if the liabilities are paid or settled. There, the members decide the dissolution and how to liquidate, by the majority needed to amend the articles. They divide what is left by unanimous vote. Without unanimity, the ordinary liquidation follows. All the members or the court appoint the liquidators.

At most one year from the dissolution entry, which ONRC may extend up to three times by one year (art. 260(1) Law 31/1990). The liquidators are named within 60 days of the entry and report within 60 days of appointment. The law sets no shorter term, and we promise no duration of our own.

ANAF issues the certificate within 3 working days, usable for 30 days. A company under audit that asks to be struck off gets it within 5 working days of the audit decision (art. 158 Fiscal Procedure Code). The texts we read do not make it a step of the strike-off, so we treat it as a check.

Yes, within a limit. The members may revoke the dissolution until any assets are distributed. They need the same majority as to amend the constitutive act (art. 231(1) Law 31/1990). The text ties the right to that moment. Once assets have been distributed, the revocation it describes no longer applies.

Yes. The legal representative, an attorney under a notarised power of attorney or a lawyer files at ONRC. The application is in Romanian, signed by hand or by qualified electronic signature. A foreign official document needs an apostille or superlegalisation unless a treaty or EU rule removes it, always with a legalised Romanian translation (art. 76 Law 265/2022, 2022 text).

A transfer to an outsider needs members holding at least three quarters of the capital, unless the articles say otherwise. No notary is needed. Filing and ANAF notification are each due within 15 days. Since OUG 13/2026, the notification covers any member's shares. A sale binds third parties from the ONRC entry; an art. 235 dissolution, 30 days after publication.