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Company Liquidation in Romania

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

Start the Liquidation Process

Company liquidation in Romania – formally dissolution and liquidation (dizolvare și lichidare) under Company Law 31/1990 – is a 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. An SRL whose shareholders agree how to share the remaining assets and whose debts are settled can use simultaneous dissolution and liquidation (art. 235) without a liquidator; every other voluntary closure goes through an authorised liquidator, a creditor period and a final Trade Register filing.

Romania for Business Advisory S.R.L. 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 accounting team and partner lawyer to ensure the company is properly closed.

Company liquidation in Romania

from 800€
full coordination

Company liquidation coordination package includes:

  • Initial assessment – eligibility for voluntary liquidation with a liquidator vs simultaneous dissolution and liquidation (Art. 235)
  • 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) €800
  • Simultaneous dissolution and liquidation without a liquidator (Art. 235, Law 31/1990) €500
  • ANAF clearance certificate application (standalone) €200
  • Final financial statements (lichidare) – prepared by accountant €300
  • Official Gazette (Monitorul Oficial) publication – at cost RON 152/page
  • Overdue financial statements – filing before liquidation (per year) €200/yr
  • Liquidation with employees – HR wind-down coordination on request
Start the liquidation process →

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.

With a liquidator, closure takes 3–6 months – plan ahead

Even the shortest route has a fixed wait: ONRC accepts the second filing only 30 days after the dissolution resolution is published in Monitorul Oficial, Part IV. With a liquidator, the creditor period, the liquidation balance sheet and the ANAF checks come on top. 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.

Three Ways to Close a Company in Romania

A solvent company in Romania can be closed in one of three ways. Which one applies to the dissolution of a company depends on whether the shareholders agree on how to share what is left, whether its debts are settled and whether it is an SRL or a branch of a foreign company.

Route Typical timeline When it applies
Voluntary liquidation with a liquidator (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.
Simultaneous dissolution and liquidation (art. 235, Law 31/1990) 4–8 weeks SRL whose shareholders agree how the remaining assets are shared and whose debts are paid or settled with the creditors. No liquidator: one ONRC filing for the resolution, a second one 30 days after its publication in Monitorul Oficial, Part IV, with proof that the tax on liquidation proceeds has been paid. Romania for Business Advisory S.R.L. checks 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 Advisory S.R.L. 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 REGES-ONLINE 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 Advisory S.R.L. 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. The liquidator must be an insolvency practitioner authorised by UNPIR – ONRC asks for the UNPIR authorisation when the appointment is registered.
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 ONRC sends the dissolution resolution to Monitorul Oficial within 3 working days of registering it (art. 16, Law 265/2022). 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 – the liquidator’s report, the liquidation balance sheet already published by ONRC and, where shareholders receive a distribution, proof that the tax on it has been paid.
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 Advisory S.R.L. 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. The late-filing fine – RON 300–4,500 depending on the delay, under art. 42 of Accounting Law 82/1991 – 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 Advisory S.R.L. 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 Advisory S.R.L. calculates the total ANAF debt position as part of the initial assessment and advises on the payment approach.

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. An SRL that qualifies for simultaneous dissolution and liquidation under art. 235 of Law 31/1990 can close in 4–8 weeks, because ONRC accepts the second filing 30 days after the resolution is published.

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 not on ONRC’s document list: to deregister a company in Romania, ONRC asks for the liquidator’s report, the published liquidation balance sheet and, where shareholders receive a distribution, proof that the tax on it has been paid. We obtain the certificate before the final filing because it shows every tax debt that has to be paid before anything is distributed to shareholders. 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 Advisory S.R.L. 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 Advisory S.R.L. 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.

Yes, if two conditions are met – and past activity is not one of them. Simultaneous dissolution and liquidation under art. 235 of Law 31/1990 is the quickest way to close an SRL in Romania: the shareholders must agree how the remaining assets are shared, and the company’s debts must be paid or settled with the creditors. If the shareholders cannot agree on the distribution, the law sends the company to the standard procedure with an authorised liquidator. Romania for Business Advisory S.R.L. checks which route applies before filing.

When a company is liquidated, what individual shareholders receive above the tax value of their shares is taxed at 10% (art. 97(5) of the Fiscal Code – the 2026 rise to 16% applies to dividends, not to liquidation income). The company withholds the tax and must show ONRC that it has been paid before the company is struck off. 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 Advisory S.R.L. 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 applicable annual financial reporting obligations regardless of whether it conducts any activity. Filing the annual financial statements late is fined RON 300–4,500 depending on the delay (art. 42, Accounting Law 82/1991), and from 2026 a company that has still not filed 5 months after the deadline is declared fiscally inactive. 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.