At any time during its existence, a Romanian company may decide to suspend its activity.
The temporary suspension of the activity of a company may not exceed 3 years from the date of registration in the Trade Register and notification of the fiscal authorities, as provided by the Companies Law no. 31/1990.
However, a distinction must be made between the suspension of the company on its own initiative and the suspension declared by the Tax Office.
In both cases of inactivity, the company retains its legal personality and will continue to be the holder of rights and obligations under the restrictive conditions imposed by the state of inactivity.
It should be noted that during the period in which they have suspended their activity, the companies can no longer carry out the activity for which they have authorized themselves and can no longer issue invoices, but can maintain their administrative activity, for example, they may still have a registered office to pay rent. For these situations, the company can receive invoices and make the necessary payments.
In order to register the mentions regarding the temporary suspension of a company’s activity, it is necessary to prepare a documentation, which must be submitted later to the National Office of the Trade Register where the company was registered.
The documentation will be accompanied by a standard declaration on its own responsibility that the legal person does not carry out at the registered office, at the secondary offices or outside them the declared activities for a maximum period of 3 years.
It should also be mentioned that the company can resume its activity at any time, even if it has opted for the maximum provided by law for 3 years, not being obliged to wait for this period to pass. However, it is obliged to fulfill the procedure of resuming the activity and communicating it to the state institutions (Trade Register Office, Financial Administration).
We can help you with:
- Drafting and legal certification of the documents (decision of the general meeting, decision of the sole shareholder, articles of association),
- Completion of all applications and forms for registration of the claim,
- Submission of the file to the Trade Register,
- Delivery of final documents.
For any other information, please contact us.
“Andreea Sersea” Law Office
Zefirului Street, No. 19, Sector 2, Bucharest, Romania
+40 0773 340 401
lawyer in Romania