company liquidation
Liquidation of a Company in Romania for Foreign-Owned SRLs
A solvent Romanian SRL closed from abroad: each route's conditions set out, filings made under your power of attorney, each step with the statutory term where the statute sets one.
- No liquidator needed on the simultaneous route (art. 235 Law 31/1990)
- Filed from abroad under a power of attorney (Law 265/2022)
- Binds third parties 30 days after Part IV publication (art. 234)
- Suspension instead: up to 3 years
A closure file put in order before the first filing.
Closing a Romanian SRL owned from abroad
We set out the route, prepare the members' dissolution decision on our standard form for them to sign, and file at ONRC and ANAF under a power of attorney, coordinating the company's accountant and an authorised liquidator. It is for non-resident members and foreign parents closing a solvent Romanian SRL; an insolvent company in liquidation goes to insolvency at the liquidator's request (art. 2701 Law 31/1990).
Closing is not the only exit. A share sale is a registered change, handled by our company changes service; a merger into a group company is drafted by a Romanian lawyer. Where we stop: no accounts, no tax or legal advice, and we never act as liquidator. FormaRoman Group is not a law firm.
What's included
Administrative work under your power of attorney, from the first check to each member's certificate at strike-off.
Pre-closure check
Inactive register, VAT code, returns, debts, audits, payment account. An expired seat title is a dissolution ground (art. 2372(1)(a) Law 31/1990): see the proof of registered office the Trade Register accepts and what a virtual office in Bucharest includes and what it cannot replace.
Tax certificates
We obtain the ANAF tax certificate (certificat de atestare fiscală) and the local-tax certificate for the company, with its consent (art. 158(5)-(6), 159(3) Fiscal Procedure Code).
The members' decision
Dissolution, the liquidation method and the share-out of what remains. We prepare the decision on our standard form, for the members or the sole member to sign; anything non-standard, bespoke or contested is drafted by a Romanian lawyer (Law 51/1995 art. 3(1)(c), 3(2)).
Filing at ONRC
We file at the trade register (ONRC) under your power of attorney, with legalised Romanian translations of foreign documents; the register office then sends the decision for publication in the Official Journal, Monitorul Oficial, Part IV.
Filing at ANAF for the company
Under the company's power of attorney: the VAT notice on ceasing activity, the certificate requests, the deregistration declaration where needed, and the returns its own accountant prepared and signed.
Accountant and liquidator coordination
The company's CECCAR accountant prepares the liquidation statements and returns; an authorised liquidator the members appoint runs an ordinary liquidation. We coordinate both and file what they sign.
Strike-off and after
The strike-off (radiere) application with proof that the liquidation tax was paid, then follow-up until each member holds the certificate for the assets passing to them (art. 235(2)-(4) Law 31/1990).
Suspension instead
Where the members pause rather than close: the registered suspension (inactivitate temporară) is entered in the trade register, and on the interruption and on the resumption a new standard operating-conditions declaration is filed at the ONRC one-stop desk (art. 122(4) Law 265/2022, 2022 text).
Four ways out of a Romanian SRL
Four routes, each with the statute's conditions. The members choose the route; we set out the conditions and file what they decide.
The four routes with their conditions and statutory clocks; a merger into a group company, dissolution without liquidation (art. 233(1) Law 31/1990), goes to a Romanian lawyer.
| Route | When it applies | Who acts | Statutory clock | What it leaves behind |
|---|---|---|---|---|
| A. Simultaneous dissolution and liquidation (dizolvare și lichidare simultană) | the SRL pays or settles its debts; the members agree the distribution unanimously | the members (signed decision); our filer; the company's accountant | 15 days to file (Law 265/2022, 2022 text); 30 days after Part IV publication | company struck off; title to the remaining assets passes on the strike-off date (art. 235) |
| B. Ordinary liquidation (lichidare) | no unanimity on the distribution, or debts a liquidator must deal with | an authorised liquidator appointed by the members | liquidator within 60 days of the dissolution entry; finished within one year, up to three one-year extensions (art. 260) | company struck off; the members are not released (art. 260(2)) |
| C. Forced closure (nothing done) | declared inactive: no payment account in Romania or statements unfiled 5 months after the deadline (from 1 January 2026), or a half-year with no declaration | ANAF, ONRC, and an ONRC liquidator where tax is owed | dissolution after one year of inactivity for companies declared inactive after 18 December 2025; with no arrears, strike-off unless a liquidator is asked for within 20 days; complaint within 15 days (art. VIII(3), (6) Law 239/2025) | VAT code cancelled and the lost VAT deduction of an inactive SRL for its customers (art. 11(6)-(7) Fiscal Code); unlimited liability for a member who, in fraud of creditors, abused limited liability (art. 2371(3)) |
| D. Registered suspension (inactivitate temporară) | activity paused, the company kept | the members; our filer at the ONRC one-stop desk | at most 3 years from the entry (art. 2372(1)(b)) | no tax returns for the period; inactive status; the registrar may dissolve the company if activity does not resume; ANAF asks for dissolution only after the term |
Selling the shares is a change, not a closure. A Romanian SRL for a later project is a separate service: the ready-made companies page. We never buy, take over or place a client's company.
A Romanian SRL the members no longer need: which route follows?
If debts are paid or settled and the members agree the distribution
Route A, simultaneous dissolution and liquidation: no liquidator
Law 31/1990 art. 235
If the members do not agree, or debts need a liquidator
Route B, ordinary liquidation: an authorised liquidator, within one year, up to three one-year extensions
Law 31/1990 art. 260
If activity is only paused
Route D, registered suspension (inactivitate temporară): at most 3 years, no tax returns for the period
Law 31/1990 art. 2372(1)(b)
If nothing is done
Route C, forced closure: dissolution after one year of inactivity; strike-off unless a liquidator is asked for within 20 days
Law 239/2025 art. VIII(3), (6)
Routes A and B end in strike-off, with a certificate to each member (art. 235(3)-(4)). An insolvent company leaves this tree for insolvency at the liquidator's request, which is not covered here (art. 2701 Law 31/1990).
Simultaneous dissolution and liquidation, step by step
For a solvent SRL that pays or settles its debts and whose members agree (art. 235(1) Law 31/1990, text of November 2023).
law a term set by statute none we found no official time
- I
Pre-closure check and certificates
Client with us
- 3 or 5 working days, ANAF certificate
- II
Debts settled, final returns, VAT
Company and accountant
- VAT notice within 15 days of cessation
- III
Members' decision
Members
- no official time
- IV
Filing at ONRC
Our filer at ONRC
- 15 days to file (2022 text)
- one working day, the statute's term (2022 text)
- V
Publication in Part IV
Official Journal
- sent within 3 working days of the entry
- no published date of appearance
- VI
The 30-day terms
Creditors
- 30 days after publication
- VII
Liquidation statements and tax
Accountant and company
- no official time
- VIII
Strike-off
Registrar, then ANAF
- no official time
Pre-closure check and certificates
We check the records with you. ANAF issues its certificate within 3 working days, or 5 after the assessment decision for a company under audit; the local one takes 2 working days and is valid 30 days (art. 158(5)-(6), 159(3) Fiscal Procedure Code).
Debts settled, final returns, VAT
Through its accountant, the company settles its debts and files its returns by the balance-sheet filing (art. 155(1) Fiscal Procedure Code); the company's VAT notice on ceasing activity is due within 15 days of the cessation (art. 316(20) Fiscal Code); we file it under the company's power of attorney.
Members' decision
Dissolution and liquidation are decided together, by an absolute majority of members and shares unless the articles say otherwise (art. 192(1) Law 31/1990). The distribution needs unanimity; without it, route B applies (art. 235(2)).
Filing at ONRC
The filing is due within 15 days of the decision (Law 265/2022, 2022 text); we file under an authentic power of attorney as soon as the signed set is complete. The statute gives the registrar one working day (art. 105(1)): the statute's term, not a promise.
Publication in Part IV
After the entry, the register office sends the decision to Monitorul Oficial, Part IV, at the company's expense (art. 232(2), 204(5) Law 31/1990), at 152 lei per manuscript page of 2,000 characters, VAT included (2026 tariff, Decision 1/2026). The register office has at most 3 working days from the entry to send it (Law 265/2022, 2022 text); no date of appearance is published.
The 30-day terms
The dissolution binds third parties 30 days after publication (art. 234 Law 31/1990). Creditors' opposition falls under the general 30-day term of art. 62(1), counted from the Part IV publication; that it governs this decision is a reading of the statute a Romanian lawyer confirms for your file.
Liquidation statements and tax on proceeds
The company's CECCAR accountant prepares the statements and the company withholds the tax: for Romanian-resident individuals, paid by the final statement's filing (art. 97(5) Fiscal Code); for non-residents, final at payment (art. 224).
Strike-off
We file for strike-off with proof of the liquidation tax; title to the assets passes on the date of the strike-off, and each member receives a certificate (art. 235(3)-(4)). ANAF then deregisters the company (art. 90(3) Fiscal Procedure Code).
Not sure your SRL qualifies for the simultaneous route?
Two conditions decide it: debts paid or settled, and members agreed on the distribution. We set out where your SRL stands on each.
Ordinary liquidation with an authorised liquidator
Where the members do not agree the distribution unanimously, or debts must be dealt with by a liquidator.
Dissolution filed and published
Filed at ONRC and published in Part IV as on route A; the same 30-day terms apply.
Liquidator appointed and registered
All members appoint the liquidator within 60 days of the dissolution entry, unless the articles say otherwise; a natural person must be an authorised liquidator and acts only once registered (art. 252(2), 253(1), 262(1) Law 31/1990; art. 260(3)).
Report on the company's situation
The liquidator reports on the company's economic situation within 60 days of appointment; a missed report is fined 500 to 1,000 lei (art. 260(4)-(5)).
Assets collected, creditors paid
Creditors are paid before members (art. 256(1)); an annual accounting report goes to ANAF within 90 days of each year end (art. 9(1) OMF 2.036/2025).
Statements and draft distribution
The statements and draft distribution are notified to the members, who may oppose within 15 days (art. 263(11)).
Strike-off
The liquidation ends within one year of the dissolution entry, extendable by ONRC up to three times by one year; the strike-off application follows within 15 days, fined 20 lei per day late (art. 260(1), (6)).
Documents, statutory terms and state charges
What the statutes make necessary for the file, with the terms and state charges they set.
Documents, terms and state charges of a closure, each with the article that sets it.
| Item | What the law says | Source |
|---|---|---|
| Members' decision | signed by the members or the sole member (decizia asociatului unic): absolute majority of members and shares; unanimity for the distribution | art. 192(1), 235(1)-(2) Law 31/1990 |
| Power of attorney | an authentic special or general power of attorney, or a lawyer's mandate | Law 265/2022, 2022 text |
| Language and signatures | documents in Romanian; foreign documents with a legalised Romanian translation; signed by hand or with a qualified electronic signature | art. 75(1), 76(2), 82(1) Law 265/2022, 2022 text |
| Certificate of tax residence (certificat de rezidență fiscală) | a foreign member claiming a treaty rate hands it to the company at payment | art. 230(2) Fiscal Code |
| Tax certificates | ANAF: 3 working days, or 5 after the assessment decision for a company under audit; local tax: 2 working days, valid 30 days | art. 158(5)-(6), 159(3) Fiscal Procedure Code |
| Filing at ONRC | within 15 days of the decision; the registrar's term is one working day (the statute's term, 2022 text) | Law 265/2022 and its art. 105(1), 2022 text |
| Part IV publication | 152 lei per manuscript page of 2,000 characters including spaces, VAT included (2026) | Decision 1/2026, Official Journal tariffs |
| Liquidator appointed by ONRC (forced cases only) | 1,500 lei fixed after a court dissolution; 1,000 lei fixed plus, where the liquidator recovers more than 2,000 lei, 10% of the sums recovered, for an inactive company with arrears or one whose liquidator is requested | art. 237(6) Law 31/1990; art. VIII(8)-(9) Law 239/2025 |
| Statutory fines | 20 lei per day late for the strike-off application; 500 to 1,000 lei for a liquidator's missing report | art. 260(5)-(6) Law 31/1990 |
Tax on what comes back to the members
A liquidation distribution is not a dividend (art. 7 pt. 11(c) Fiscal Code, consolidated in 2026). Only the amount above the member's capital contribution is taxed (art. 94(11)), and the company withholds the tax (art. 97(5), 224).
Tax on liquidation income by member, on the amount above the capital contribution (Fiscal Code, 2026).
| Member | Rate | Condition | Article |
|---|---|---|---|
| Individual resident in Romania | 10%, final | withheld by the company; paid by the filing of the liquidators' final financial statement | art. 94(11), 97(5) Fiscal Code |
| Individual resident in the EU or a treaty state | 10%, final | withheld at payment; a lower treaty rate with a certificate of tax residence | art. 224(4)(c1), 230 Fiscal Code |
| Any other non-resident, foreign companies included | 16%, final | withheld at payment; a treaty cap with a certificate of tax residence | art. 224(4)(d), 230 Fiscal Code |
| A foreign parent company | 16% unless a treaty caps it | the art. 23(j) exemption covers Romanian company members only | art. 224(4)(d) Fiscal Code |
| Payment to an account in a state with no exchange-of-information instrument, in an artificial transaction | 50% | as the article sets out | art. 224(4)(c) Fiscal Code |
| Romanian company member | non-taxable | held at least 10% for an uninterrupted year | art. 23(j) Fiscal Code |
A treaty cap needs the certificate of tax residence at payment (art. 230(1)-(2)): see how the US-Romania and UK-Romania treaties change the tax on a Romanian company.
For profit tax, the period from the first day of the fiscal year after the one in which liquidation opened until it closes counts as one fiscal year (art. 16(6)). For its other payments abroad, see Romanian withholding on interest and royalties.
Each member's own position is for their tax adviser.
Problems we solve
What foreign owners ask, answered by the rule that decides it.
"Can we just stop filing?"
Since 1 January 2026, no payment account in Romania, or statements unfiled 5 months after the deadline, makes a company inactive (Law 239/2025): VAT code cancelled, dissolution after one year, and an ONRC liquidator where tax is owed.
"The ANAF certificate takes months"
The statute gives ANAF 3 working days, or 5 after an audit's assessment decision. An open audit moves the date, so our pre-check looks for one first; a VAT refund claimed once voluntary liquidation has begun is paid only after an advance audit (art. 169(2)(c), (3)(c)).
"Can we pause instead?"
A registered suspension stops tax returns from the following month for at most 3 years (art. 101(41), (43) Fiscal Procedure Code), but it is an inactivity ground and the VAT code goes. Micro status stays: the micro-enterprise tax page.
"Do penalties keep running?"
No late-payment interest or penalties are due from the registration of the dissolution decision (art. 180(1) Fiscal Procedure Code). The company still files: a half-year without a declaration can make it inactive (art. 92(11)).
"Is liability over at strike-off?"
Tax debts are annulled unless someone else was made liable (art. 266(4)); a member who, in fraud of creditors, abused limited liability answers without limit (art. 2371(3) Law 31/1990), and liquidation releases no member (art. 260(2)).
Business Bank Account in Romania
A company kept alive, suspended or waiting for its decision still needs a payment account in Romania; without one it can be declared inactive from 1 January 2026.
Is a dormant Romanian SRL still on your group chart?
The pre-closure check comes first: inactive register, VAT code, debts, seat and payment account, before any decision is signed.
Why work with us
Formation and corporate changes lead, Bucharest. Romanian, English, French.
We coordinate the company's accountant, the authorised liquidator, a Romanian lawyer and the translator.
From our practice
Every closure file starts with the inactive register, the seat title and the payment account, and whether a tax audit is open decides the clock.
Frequently asked questions about closing a Romanian company
Can a member who lives abroad close a Romanian SRL without travelling to Romania?
Yes. The filing may be signed and made by an attorney holding an authentic power of attorney, or by a lawyer. Documents are filed in Romanian, foreign ones with a legalised Romanian translation, and a qualified electronic signature is accepted (Law 265/2022, 2022 text). Whether an apostille is also needed depends on the state that issues the document.
Do we need a liquidator to close a solvent SRL?
Not on the simultaneous route of art. 235 Law 31/1990, where the company pays or settles its debts and the members agree the distribution unanimously. An ordinary liquidation does need one, appointed by the members, and a natural person acting as liquidator must be an authorised liquidator (art. 253(1)). We arrange the liquidator but never act as one.
What majority do the members need to dissolve the company, and what needs unanimity?
The general meeting of an SRL decides by an absolute majority of the members and of the shares, unless the articles say otherwise (art. 192(1) Law 31/1990). Sharing out what remains after the creditors are paid needs a unanimous vote; without unanimity, the ordinary liquidation with a liquidator applies instead (art. 235(2)).
How long does a liquidation take under the law?
The law sets terms, not a total: 15 days to file the decision, the registrar's one working day as the statute's term (Law 265/2022, 2022 text), 30 days after Part IV publication, and one year from the dissolution entry for an ordinary liquidation, extendable up to three times by one year (art. 260(1) Law 31/1990). The statute sets no minimum.
Is the ANAF tax certificate really a months-long wait?
Not under the statute. ANAF issues the tax certificate within 3 working days, or within 5 working days after the assessment decision for a company under audit that seeks strike-off (art. 158(5)-(6) Fiscal Procedure Code). The local-tax certificate takes 2 working days and is valid 30 days (art. 159(3)). An open audit is what moves the date.
What happens if we simply stop filing and leave the company dormant?
It is declared inactive: no payment account, statements unfiled 5 months after the deadline, or a half-year with no declaration. Its VAT code is cancelled and its customers lose their deductions. Declared inactive after 18 December 2025, it is dissolved after one year; with no arrears it is struck off unless a liquidator is requested within 20 days.
Can we suspend the company instead of closing it, and what does that cost in tax terms?
A registered suspension lasts at most 3 years from its entry (art. 2372(1)(b) Law 31/1990). No tax returns are due from the 1st of the month after the entry, though earlier returns stay due (art. 101(41), (44) Fiscal Procedure Code). It is also an inactivity ground, so the VAT code goes; a micro-enterprise stays micro (art. 48(23) Fiscal Code).
Do penalties on tax debts keep running during the liquidation?
No. From the registration of the dissolution decision, no late-payment interest or penalties are due (art. 180(1) Fiscal Procedure Code). The company must keep filing, because a half-year with no declaration can still make it inactive (art. 92(11)). Tax debts left at strike-off are annulled unless someone else was made liable (art. 266(4)).
Can we revoke the dissolution once it is decided?
Yes. The members may revoke the dissolution as long as nothing has yet been distributed from the company's assets (art. 231(1) Law 31/1990). From the dissolution, the company keeps its legal personality for the liquidation until it ends, and its administrators may start no new operations, on pain of personal and joint liability (art. 233(2), (4)).
Is money paid out on liquidation taxed as a dividend?
No. A distribution made in connection with the liquidation of a legal person is excluded from the Fiscal Code's dividend definition (art. 7 pt. 11(c)). Only the amount distributed above the member's capital contribution is taxed, as liquidation income (art. 94(11)), and the company withholds that tax (art. 97(5), 224). Each member's position is for their tax adviser.
How is liquidation income taxed for a foreign member or a foreign parent company?
An individual resident in the EU or a treaty state pays 10%; every other non-resident, foreign companies included, pays 16% (art. 224(4)(c1), (d) Fiscal Code). The tax is final and withheld at payment; a treaty rate caps it only with a certificate of tax residence (art. 230). A Romanian company holding 10% for an uninterrupted year is exempt (art. 23(j)).
Who gets paid first when a company liquidates?
The creditors. Nothing may be paid to the members before the company's creditors are paid (art. 256(1) Law 31/1990). Where a court or the registrar dissolved the company, the costs of selling the assets and the liquidator's fee are paid first (art. 2551). How creditors rank among themselves in an insolvency belongs to a different procedure.
What percentage do liquidators take?
The statute fixes only the fee of a liquidator appointed by ONRC: 1,500 lei fixed after a court dissolution (art. 237(6) Law 31/1990), and 1,000 lei plus, above 2,000 lei recovered, 10% of the sums recovered for an inactive company with arrears or one whose liquidator is requested (art. VIII(8)-(9) Law 239/2025). A liquidator the members choose works on contract.
Who pays for the liquidation?
The company pays from its own assets. After a court dissolution, the fee of a liquidator appointed by ONRC comes from the assets or, where there are none, from the liquidation fund (art. 237(6) Law 31/1990). The Part IV charge is paid by the company. Our own fee for the administrative work: pricing on request.
What are the corporate taxes for a company being closed in Romania?
For profit tax, the period from the year after liquidation opened until it closes is one fiscal year (art. 16(6) Fiscal Code), paid by the filing of the financial statements (art. 41(16)); a micro-enterprise dissolving with liquidation in the year it began does the same (art. 56(3)). Goods handed to members on which VAT was deducted bear VAT (art. 270(5)).
Start your closure file
Send the company's name or CUI, the members' countries and its present state. We reply Monday to Friday, 09:00 to 18:00 Bucharest time.