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Company Liquidation in Romania

Voluntary dissolution · liquidation process · ANAF clearance · ONRC de-registration

Start the Liquidation Process

Closing a Romanian company — formally known as dissolution and liquidation (dizolvare și lichidare) — is a structured legal and accounting process that must be completed correctly to avoid leaving outstanding obligations and prevent ANAF from pursuing the company or its directors after closure. There is no fast-track route: Romanian company law prescribes a mandatory sequence of steps that includes a creditor notification period, an ANAF tax clearance and a Trade Register de-registration filing.

Romania For Business SRL coordinates the complete liquidation process for Romanian SRL companies — from the initial shareholders’ resolution through to final ONRC de-registration. All steps are managed in sequence, the client receives English-language updates at each stage, and the process is coordinated between our legal and accounting teams to ensure the company is properly closed.

The minimum liquidation timeline is 3–6 months — plan ahead

There is no express or fast-track liquidation route under Romanian company law. The mandatory creditor notification period (minimum 30 days from publication in the Official Gazette) and the ANAF clearance certificate process are the two fixed timeline drivers. A liquidation that starts in January will typically complete no sooner than April — and often later if ANAF finds outstanding obligations or if prior-year financial statements are overdue.

Routes to Closing a Romanian Company

There are three main routes to closing or winding down a Romanian company. The applicable route depends on the company’s history, debt status and activity level.

Route Typical timeline When it applies
Voluntary dissolution & liquidation (standard) 3–6 months Company has ceased or is ceasing operations; no outstanding debts; may or may not have had employees; all financial statements are up to date or can be regularised before closure. The most common route for dormant or wound-down companies.
Simplified dissolution (radiere simplificată) 4–8 weeks Company has had no activity since incorporation; no employees registered; no debts of any kind; all statutory filings are current. Rarely applicable — eligibility is strict and must be confirmed by an ANAF inspection. Romania For Business SRL assesses eligibility before proceeding.
Branch closure (sucursală de-registration) 2–3 months A branch of a foreign company (not an SRL) is being closed. Simpler than SRL liquidation — no liquidator appointment or creditor publication required. Requires parent company resolution, ANAF clearance and ONRC de-registration.
Insolvency is a different process — covered by different law

This page covers voluntary liquidation — where the company is solvent and chooses to close. If the company cannot pay its debts (insolvent), Romanian insolvency law (Legea nr. 85/2014) applies — this is a separate court-supervised process. Romania For Business SRL refers insolvent companies to specialist insolvency practitioners.

What Must Be in Order Before Liquidation Can Begin

The liquidation process requires the company to be in full compliance before ANAF will issue the clearance certificate. Any outstanding obligations must be resolved first — this is often the phase that takes the most time and generates the most cost.

Prerequisite What is required and why
All financial statements up to date The annual bilanț contabil must have been filed for every year since the company was registered. ANAF will not issue a clearance certificate if prior-year financial statements are missing. Each missing year costs additional time and accountant fees to prepare retroactively (from €200/year).
All ANAF declarations filed Every monthly and quarterly declaration (D300, D100, D112) must have been filed for all periods since registration. Missing declarations result in ANAF fines that must be paid before the clearance certificate can be issued.
All ANAF debts settled Outstanding tax liabilities — unpaid VAT, income tax, payroll taxes, fines and interest — must be paid in full before ANAF will issue the tax clearance certificate (certificat de atestare fiscală). There is no route to closure while tax debts remain unpaid.
Employees dismissed All employees must be lawfully dismissed before the company enters formal liquidation. The dismissal process must comply with Romanian Labour Code requirements — including notice periods, final pay calculations and REVISAL de-registration. Unfair dismissal claims can survive the company’s dissolution.
VAT deregistered (if applicable) If the company is VAT-registered, it must apply for VAT deregistration before or during the liquidation process. The VAT deregistration triggers a final VAT adjustment on remaining stock and assets.
No pending legal proceedings Outstanding court proceedings, arbitration or enforcement actions against the company must be disclosed and managed as part of the liquidation. The liquidator must deal with all known creditors — including potential claimants.

The Liquidation Process — Step by Step

Romanian company liquidation follows a prescribed legal sequence. Romania For Business SRL manages every step and keeps the client informed at each stage.

01

Shareholders’ resolution to dissolve

02

ONRC dissolution filing

03

Official Gazette publication

04

30-day creditor period

05

Final financial statements

06

ANAF clearance certificate

07

Final ONRC de-registration

08

Company struck off register

Detailed Liquidation Timeline

The table below shows the detailed stage-by-stage timeline for a standard voluntary dissolution of a Romanian SRL. Times shown are from the start of each stage — total timeline assumes no complications or ANAF delays.

Stage Typical duration What happens
Initial assessment & compliance check 1–2 weeks Review of outstanding ANAF filings, debts, employees and legal proceedings. Overdue filings regularised before proceeding.
Shareholders’ resolution — dissolution Day 1 Shareholders meet (in person or remotely) and pass a resolution to dissolve. The resolution authorises the start of liquidation and appoints the liquidator.
Liquidator appointment documentation 3–5 days Liquidator appointment form prepared and signed. For most SRL companies, a shareholder or director acts as liquidator.
ONRC dissolution filing 3–5 days Dissolution and liquidator appointment filed at the Trade Register. ONRC updates the public register — the company’s status changes to ‘in liquidation’.
Official Gazette (Monitorul Oficial) publication 1–3 weeks Notice of dissolution published in the Romanian Official Gazette. The 30-day creditor notification period runs from the date of publication.
30-day creditor notification period Minimum 30 days Creditors have 30 days from the publication date to submit claims against the company. Known creditors must also be notified individually.
Final financial statements prepared 2–4 weeks The accountant prepares final liquidation financial statements (situații financiare de lichidare) covering the period up to the dissolution date. All assets are identified and valued; all liabilities are listed.
ANAF clearance application 4–12 weeks Application to ANAF for a tax clearance certificate (certificat de atestare fiscală) confirming no outstanding tax liabilities. ANAF processing time is the main variable — can take 4–12 weeks depending on the company’s compliance history and ANAF workload.
Remaining assets distributed As applicable After all creditors are paid, remaining assets (cash, equipment) are distributed to shareholders in proportion to their shareholding.
Final ONRC de-registration filing 3–5 days Final filing at the Trade Register — supported by the ANAF clearance certificate, the liquidation financial statements and confirmation that all creditors have been satisfied.
De-registration confirmed 5–10 days ONRC removes the company from the Trade Register. The company ceases to exist as a legal entity.
Total typical timeline 3–6 months From shareholders’ resolution to de-registration certificate. Assumes no outstanding ANAF debts or prior-year missing filings.
ANAF clearance is the main bottleneck — allow 4–12 weeks for ANAF processing

The ANAF tax clearance certificate (certificat de atestare fiscală) is the step that most often delays or blocks liquidation. ANAF processing time ranges from 4 weeks (best case, compliant company with no outstanding issues) to 12 weeks or more (company with prior-year filing gaps, unresolved queries or outstanding debts). Plan the liquidation timeline with a conservative ANAF estimate. Romania For Business SRL monitors the application status and follows up with ANAF throughout.

Companies with Overdue or Missing Financial Statements

The single most common complication in Romanian company liquidations is missing or unfiled annual financial statements (bilanț). ANAF will not issue the clearance certificate until all outstanding bilanțuri are filed and any associated fines are paid. This adds time and cost to the process but does not prevent liquidation from proceeding.

Situation What happens and what it costs
1 year of missing bilanț The accountant prepares the missing bilanț retroactively. Cost: from €200 per year. An ANAF fine of RON 2,000–5,000 for the late filing must also be paid. ANAF may issue additional fines depending on the company’s circumstances.
2–3 years of missing bilanțuri Each year is prepared in sequence (each year builds on the prior year’s closing figures). Typical additional cost: €400–600 per year, plus ANAF fines per year. Timeline impact: add 4–8 weeks for reconstruction and filing.
4+ years of missing bilanțuri The reconstruction becomes complex and time-consuming — especially if the underlying accounting records are incomplete. Romania For Business SRL assesses the scope and cost on a case-by-case basis after reviewing the available records.
Missing ANAF declarations Individual missing D300, D100 or D112 declarations can be filed retroactively (D710 rectification). Each late declaration attracts an ANAF fine. Your accountant identifies all missing declarations, files them in order and calculates the outstanding fines.
Outstanding ANAF debts Any unpaid tax, VAT, social contributions, fines or interest must be paid before the clearance certificate is issued. Romania For Business SRL calculates the total ANAF debt position as part of the initial assessment and advises on the payment approach.

COMPANY LIQUIDATION IN ROMANIA

from €800
full coordination

COMPANY LIQUIDATION COORDINATION PACKAGE INCLUDES:

  • Initial assessment — eligibility for voluntary dissolution vs simplified route
  • Shareholders’ resolution for dissolution — bilingual, signed by all shareholders
  • Appointment of liquidator — documentation and notification to Trade Register
  • ONRC dissolution filing — notification of dissolution and liquidation commencement
  • Publication in the Official Gazette (Monitorul Oficial) — mandatory creditor notice
  • 30-day creditor notification period management
  • Final financial statements (situații financiare de lichidare) — prepared by accountant
  • Tax clearance application to ANAF (certificat de atestare fiscală) — no outstanding liabilities
  • VAT deregistration (if VAT-registered)
  • Final ONRC de-registration filing — company struck off the Trade Register
  • Confirmation of de-registration — company no longer exists as a legal entity
  • English-language client update at each stage

FEE BREAKDOWN — BY STAGE

  • Full liquidation coordination — standard (no outstanding debts/employees) from €800
  • Simplified dissolution (dormant company — no activity, no debts) from €500
  • Branch closure (sucursală) — de-registration from €400
  • ANAF clearance certificate application (standalone) from €200
  • Final financial statements (lichidare) — prepared by accountant from €300
  • Official Gazette (Monitorul Oficial) publication — at cost ~€150–300
  • Overdue financial statements — filing before liquidation (per year) from €200/yr
  • Liquidation with employees — HR wind-down coordination on request

Fees confirmed in writing after initial assessment. Liquidation complexity and cost depend on outstanding debts, employees, ANAF compliance status and overdue filings. Gazeta Oficială / Monitorul Oficial publication costs are billed at cost. Fees may be subject to Romanian VAT.

Frequently Asked Questions — Company Liquidation in Romania

The minimum timeline for a standard voluntary dissolution and liquidation of a Romanian SRL is approximately 3–6 months from the shareholders’ resolution to ONRC de-registration. The mandatory 30-day creditor notification period and the ANAF clearance certificate process (typically 4–12 weeks) are the two fixed timeline drivers. Companies with missing financial statements or outstanding ANAF debts will take longer.

The ANAF clearance certificate (certificat de atestare fiscală) is a document issued by ANAF confirming that the company has no outstanding tax liabilities — no unpaid taxes, VAT, social contributions, fines or interest. It is a mandatory step in the liquidation process: the Trade Register (ONRC) will not accept the final de-registration filing without it. ANAF can take 4–12 weeks to process the application, depending on the company’s compliance history.

Yes, but the missing financial statements must be regularised before ANAF will issue the clearance certificate. Each missing year of bilanț must be prepared retroactively and filed with ANAF — with the associated late-filing fines paid. The additional cost depends on how many years are missing and how complete the underlying accounting records are. Romania For Business SRL coordinates the full regularisation as part of the liquidation process.

The company bank account remains open during the liquidation process and is used to settle outstanding creditor claims and pay any ANAF liabilities. After all obligations are settled and the ANAF clearance certificate is received, remaining cash is distributed to shareholders. The bank account is then closed. The bank will typically require a copy of the ONRC de-registration certificate before formally closing the account.

Yes. The shareholders’ dissolution resolution can be signed remotely or by power of attorney. Romania For Business SRL manages all ONRC filings, the Official Gazette publication, ANAF correspondence and the final de-registration on the client’s behalf. No in-person visit to Romania is required for a standard liquidation where the client’s documents can be signed remotely.

Possibly — but the eligibility criteria for simplified dissolution (radiere simplificată) are strict. The company must have had absolutely no activity since incorporation, no employees ever registered, no debts of any kind and all statutory filings current. In practice, most dormant companies have had some activity (at minimum, a bank account opened and a legal address maintained) and therefore go through the standard voluntary liquidation process. Romania For Business SRL assesses eligibility before recommending the simplified route.

When a company is liquidated, the distribution of remaining assets to shareholders is treated as a dividend distribution — subject to 10% withholding tax. Any gain on assets that have been revalued above their book value may trigger additional tax. The final VAT adjustment on remaining stock and assets (if the company is VAT-registered) must be calculated and reported. Romania For Business SRL coordinates the tax position as part of the liquidation accounting service.

There is no specific fine for having a dormant company — but the company continues to have annual financial statement filing obligations (bilanț and interim statement) regardless of whether it conducts any activity. Failure to file these results in fines of RON 2,000–5,000 per year. Over time, these fines accumulate and must be paid before the company can be liquidated. Closing a genuinely unwanted company promptly is more cost-effective than maintaining it as dormant indefinitely.

On dissolution, the company enters a liquidation phase — it can no longer enter into new commercial contracts, but must fulfil or formally terminate existing ones. The liquidator is responsible for settling all outstanding obligations, collecting receivables, and distributing the remaining assets to shareholders after all creditors are paid. Employees must be lawfully dismissed before dissolution; ongoing supplier and customer agreements must be reviewed and either fulfilled or terminated.