The limited liability companies are based on their establishment upon the articles of incorporation which consists in the will of the founding shareholders to set up a distinct legal entity through which they wish to make profit, carrying out economic activities. In its essence, the articles of incorporation is an agreement signed by the founding shareholders at the establishment and regulates the way in which the company is going to carry out its activities, but among these provisions there are also the cases in which the company can cease to exist.
Art. 227 of Law 31/1990 on companies regulates several cases of dissolution of the company, including the situation in which the shareholders decide so through a decision of the general assembly. Of course, the procedure is a bit more complex than that and involves some explanations and steps that the shareholders must follow in front of the National Office of the Trade Register.
Indeed, the shareholders decide by means of a decision of the general assembly of shareholders to liquidate the company with all the consequences arising from this liquidation: division of liabilities and assets, closing the bank accounts, approval of the liquidation balance, etc. This decision must be published in the Romanian Official Gazette by submitting an application to ONRC.
The application is solved by the ONRC representative within 2 days from the registration, and in case it is admitted, the competent persons from ONRC will communicate with the Official Gazette to order the publication of the decision of the general assembly in the Official Gazette Part IV.
From the publication of the decision, any creditor has a period of 30 days to file an opposition against the liquidation, as there is a risk that their right of claim will be extinguished if the company ceases to exist. Any interested creditor can file an opposition, including state bodies (ANAF, Environmental Fund Agency), and this opposition will form a case before the Bucharest Tribunal to be solved according to the common law procedure.
If such an opposition is not filed, it will proceed to the second stage of deregistration, respectively the dissolution of the company, in which the company’s balance sheet will be approved and the necessary accounting documents will be submitted, prepared by an accounting expert. The decision by which the dissolution is decided, together with the accounting documents will be sent through the deregistration application to ONRC, an application that will be solved within 2 days from its registration. Of course, within this stage, the person designated to solve the deregistration request will be able to request additional documents, in case he/she is not clarified by the contents of those submitted together with the decision by which it was decided the dissolution of the company.
If the application s admitted, ONRC will order the deregistration of the company from all its registers and will make addresses to the other institutions that keep a record of the Romanian companies (such as ANAF). The company will continue to appear in the records of ONRC if it is searched on the portal, but it will appear as deregistered, and from that moment its existence ceases.