Dissolution is the moment when the company ceases normal commercial activity and marks the transition to liquidation.
Liquidation is the phase in which the company’s assets (assets, money from the bank or house) remaining after the payment of creditors are distributed to the associates.
After this step is done, the last one it can be done, which is total deletion from the public registries.
The deregistration means the cessation of the company’s existence as a legal entity, practically meaning its deletion from the Trade Register.
Conditions for the application of voluntary liquidation without liquidator:
- all partners agree on the division of assets remaining after payment of all debts,
- there should be no debts to fiscal authorities or other creditors, who will certainly oppose; if, however, there are debts, this procedure can be carried out if there is an agreement from the creditor on the liquidation.
Voluntary liquidation procedure
The first stage is the actual dissolution and voluntary liquidation.
In this simpler stage, the following documents will be submitted to the Trade Register:
- Application for registration of the claim,
- The decision of the shareholders, or the decision of the sole shareholder,
- Proof of payment of taxes.
After the submission, it must be expected 30 days from the date of publication in the Official Gazette of the decision of the shareholders or the decision of the sole shareholder, and if no opposition is formulated by fiscal authorities (most often), or other creditors, we can proceed to the second stage.
The second step is a bit more difficult and more documents must be submitted to the Trade Register, as example:
- Balance sheet – drawn up by an expert accountant,
- Decision on the distribution of the company’s assets,
- Certificate from the Financial Administration stating that the company has no debts to the state budget and social contributions,
In any case, you need to know that a company does not radiate itself and that, when you get to the point where you no longer want, or can to carry out the activity, it is absolutely necessary to take steps the legal measures to close your company.
Otherwise, the following consequences will occur:
- declaring the company as inactive, in case of failure to submit the declarations and balance sheet in time, which entails the “inactivity” of the administrator and registration in his tax record of the ban on having the status of associate or administrator in another company, or in an non-profit association, until the moment of inactivity and deletion of the ban from the tax record,
- dissolution of the company at the ex officio request of the Trade Register, in case of expiration of the registered office, or failure to submit the annual balance sheet.
Thus, the company may remain dissolved for a period, but at some point, depending on the situation of the company, if it has large debts to the fiscal authority, it may request insolvency.
Or, if it has no debts, the fiscal authority may request liquidation with a liquidator, which will cost you more than a chartered accountant, and there is a risk that he may consider it necessary to hold the administrator liable for the situation in the company.
Although it may seem complicated to perform the procedure of closing the company, it is preferable and much easier to perform with the help of specialists at the right time, than to solve all the problems that may arise as a result of leaving it inactive.
Our law office can help you with the drafting, attestation of documents, as well as representation at the Trade Register Office to carry out the procedure of dissolution and closing of your company.
“Andreea Sersea” Law Office
Zefirului Street, No. 19, Sector 2, Bucharest, Romania.
+40 0773 340 401