HOW TO ERASE A LIMITED LIABILITY COMPANY (S.R.L.) FROM THE ROMANIAN TRADE REGISTER

By: Eli Doron, Adv; Yaron Tikotzky, Adv, (C.P.A); Dr.Slomo Nass, Adv, (C.P.A)

1/1/1900

In accordance with the laws of Romania, in order to erase a limited liability company from the Trade Register, there must be completed three stages:

1. Dissolution
2. Liquidation
3. Erasure from the Trade Register.

The dissolution
The Romanian Law no. 31/1990 regarding the companies, stipulates that a limited liability company can be dissolved by:
a.) the expiry of the term fixed for the duration of the company;
b.) the impossibility to achieve the object of activity of thecompany or its performance;
c.) declaration of nullity of the company;
d.) decision of the general meeting;
e.) court decision, at the request of any shareholder, for reasons such as deep disagreements between the sharehoders, which blocks the activity of the company;
f.) bankruptcy of the Company;
g.) other cases stipulated by law or by the articles of association.

The Law 31/1990 also stipulates a limited liability company can be dissolved as a result of the decision sentenced by the court at the request of any interested person, or at the request of the Trade Register, in the following cases:
a.) the company has no statutory bodies or the general meeting of the shareholders cannot be held;
b.) the company failed to submit, within than six months since the legal deadlines, the annual financial statements or other documents which, by law, shall be submitted to the Trade Register;
c.) the company ceased its activity, its registered office is not known or does not meet the requirements regarding the registered office or the shareholders have disappeared or their domicile or residence is not known;
d.) the company has not complete its registered capital, according to the law.
 

The liquidation
The immediate effect of dissolution of a company is the opening of the liquidation procedure. Once dissolved, the directors, managers, administrators, repectively the board, can not make any new operations, otherwise, they are personally and jointly liable for their deeds. The company maintains its legal personality for the winding-up operations (achievement of assets and liabilities) to its end.

In case of voluntary dissolution (by the will of the shareholders, expressed by the decision of general meeting of shareholders), when the shareholders agree on the distribution and liquidation of the company’s assets and liabilities, ensuring the payment of the company’s debts and creditors, it is not required the intervention of a liquidator, the liquidation being made by the decision of the general meeting of the shareholders. The transfer of the rights of property upon the assets which remained after creditors are paid will take effect when the company is erased from the Trade Register. The Trade Registry will issue a certificate ascertaining each shareholder's ownership right upon the assets distributed, on the basis that the shareholders may proceed to register their property with the Land Registry, in the real estate book.

In case the shareholders fail to agree on property division, it is required an additional stage, respectively the liquidation of the company, which shall be done by an authorized liquidator.
After liquidation, the liquidators draw-up the final financial report, showing the way the assets will be distributed between the shareholders.
If the company in liquidation is insolvent, the liquidator is obliged to request the opening of insolvency proceedings.
 

The erasure of the company from the Trade Register

After liquidation, the liquidators must request the Trade Registry Office the erasure of the company from theTrade Register, within 15 days after the last liquidation operation, which is the distribution of the assets between the shareholders. By the erasure from the Trade Registry, the company ceases to exist.