The dissolution of the company concerns the operations that generate the process of cessation of the existence of the commercial company and which provide the premises for the liquidation of the social patrimony.
In accordance with Article 237 of Law no. 31/1990, updated in 2017, at the request of any interested person, as well as of the National Trade Register Office, the tribunal may pronounce the dissolution of the company in cases where:
a) the company no longer has statutory bodies or they can no longer meet;
b) the shareholders/associations have disappeared or have no known domicile or known residence;
c) the conditions regarding the registered office are no longer fulfilled, including as a result of the expiry of the act attesting the right to use the space for the registered office or the transfer of the right of use or ownership to the space with the head office;
d) the activity of the company has ceased or the activity has not resumed after the period of temporary inactivity notified to the tax authorities and entered in the trade register, which cannot exceed 3 years from the date of its registration in the trade register;
e) the company has not completed its share capital, according to the law;
f) the company has not submitted its annual financial statements and, where applicable, the consolidated annual financial statements as well as the accounting reports to the territorial units of the Ministry of Public Finance, within the time limit provided by the law, if the delay period exceeds 60 working days;
g) the company did not submit to the territorial units of the Ministry of Public Finance, within the time limit stipulated by the law, the statement that it has not carried out activity since the establishment, if the delay period exceeds 60 working days.
The list of companies for which the National Trade Register Office is to submit dissolution proceedings shall be displayed on its website or on the on-line portal with at least 15 calendar days before and shall be forwarded to the Ministry of Public Finance – the National Agency for Fiscal Administration.
The court’s decision of dissolution shall be communicated to the company, the trade registry office for the registration of the dissolution statement in the trade register, the Ministry of Public Finance – the National Agency for Fiscal Administration – the county administration of public finances / the public finances of the sector, shall be published in the Official Gazette of Romania, Part IV, on the website of the National Trade Register Office or on its on-line portal.
After the final dissolution of the court decision, the legal person enters into liquidation, according to the provisions of the company law no. 31/1990. The National Trade Register Office, at the request of any interested person, including the Ministry of Public Finance – the National Agency for Fiscal Administration, appoints a liquidator inscribed in the Insolvency Practitioners’ List.
The liquidator’s remuneration is made from the assets of the dissolved company or, failing that, from the liquidation fund, constituted according to the law. Remuneration of the liquidator is fixed amounting to RON 1.000, the final statement of the expenses incurred by the liquidator in connection with the liquidation of the company will be made, for the situation where there are no assets in the company’s dissolved assets, by the National Union of Insolvency Practitioners in Romania, at the request of the liquidator.
For more details: Company Law no. 31/1990