In certain situations, shareholders wish to liquidate a company. Any company which is not closed according to the legal provisions can create problems in the fiscal record. The solution to such problems is the liquidation of the company.
Liquidation is regulated by Law no. 31/1990 and is an extrajudicial procedure.
Law no. 31/1990 also establishes the principles of liquidation, as follows: the legal personality of the company subsists for the needs of liquidation; the liquidation of the company is done in the interest of the associates; the liquidation of the company is mandatory, not optional.
The liquidation can be both voluntary, without liquidator, as well as with the appointment of a liquidator. The simplest choice of a liquidation is the voluntary liquidation without liquidator (dissolution and simultaneous liquidation according to article 235 of Law 31/1990). An accounting expert is required for such procedure.
Conditions for application of voluntary liquidation without liquidator:
- The unanimous agreement of the associates on how to divide the remaining assets after the payment of all the debts
- The lack of debt to ANAF or any other creditor. If there are debts, this procedure can be performed only based on an agreement by the creditor regarding the liquidation.
Regarding the liquidation procedure, it is carried out in two stages:
- The first stage concerns the voluntary dissolution and liquidation. We will prepare / complete and submit:
- Request for registration of the mention
- General meeting decision or decision of the sole associate.
- Proof of payment of taxes to ONRC (fees are around 200 lei).
After submitting these documents, the GMD judgment will be published in the Official Gazette. To move to the next stage, a 30-day period will be expected from the date of publication in the Official Gazette (time when creditors can make opposition).
2. The second stage is deregistration We will submit:
- Deregistration request
- Certificate of registration and certificates attesting authorization;
- The decision to distribute the assets of the company;
- Liquidation balance sheet;
- Tax Registration Certificate (from the Public Sector Finance Administration) stating that at the date of approval of the liquidation balance, the respective trading company does not have debts to the state budget, to the local budgets or to the state social insurance budget;
- Proof of tax payment.
This procedure can take between 2 and 6 months, depending on the situation of each company.