The duration of the registered office is established together with the establishment of the LLC through the lease or loan agreement attesting LLC’s right of use of the space where the economic activity is to take place or with the change of the registered office by the same agreement mentioned above. However, the rental / loan agreements have a validity period, and with the expiration of this duration, the validity of the registered office also expires.

The most drastic consequence arising from the expiration of the registered office is the possibility of any interested person, as well as of the National Office of the Trade Register to request before the court the dissolution and deregistration of the company.

According to art. 237 para. (1) let. c) of Law 31/1990 on companies: “At the request of any interested person, as well as of the National Office of the Trade Register, the court may decide to dissolve the company in cases where: c) the conditions regarding the registered office are no longer met, including as a result of the expiration of the duration of the agreement attesting the right of use over the space destined for the registered office or the transfer of the right of use or property over the space destined for the registered office”.

However, in addition to this measure which involves filing a request before the competent County Court, there are other consequences that may arise from the provisions of the Fiscal Procedure Code, namely the inactivity declaration of the company until the extension of the registered office. Thus, ONRC notifies ANAF about the companies whose registered offices have expired, and the latter send a notification to the respective taxpayers informing them that they have a term of 30 days to extend the registered office, otherwise they risk bearing the consequences provided by art. 92 para (1) let. g) of the Fiscal Procedure Code, namely the declaration of the company’s inactivity.

With the declaration of the company’s inactivity, there are other negative consequences:

• The deed is registered in the fiscal record of the taxpayer (legal person) and in the fiscal record of the company’s legal representatives;
• Cancellation of registration for VAT purposes;
• Loss of the VAT payer code or, as the case may be, of the special VAT code for Intra-Community Operations
• Loss of the right to deduct the expenses and VAT related to the purchases made;
• Loss of the entity’s customers’ right to deduct their VAT and related expenses in the economic relations with the company which was declared inactive;

In these situations, the company must extend the agreement based on which it has acquired the right to use the space through an addendum and submit a request to ONRC having as object the extension of the registered office.

The request is solved by the ONRC representatives within 3 days, and based on the request, a resolution is issued attesting the extension of the registered office.

This resolution must be submitted to the competent fiscal body that issued the decision to prevent the effects of declaring the company’s inactivity.