ANAF Declares Ghost-Address Firms Inactive – What You Can Do to Continue Your Activity

Tax lawyer in Romania: What to do if ANAF declares your firmă, firmă, firmă inactive at a “Ghost Nest”

Recently, ANAF has intensified inspections of companies that declare a registered office but do not carry out actual business activity. The operation, known as the “ghost nest,” has led to the declaration of many companies as inactive, with immediate legal and tax consequences. According to the Fiscal Procedure Code, a company declared inactive loses the right to deduct expenses and VAT, but remains obliged to pay taxes and social contributions.

Situations that can lead to a declaration of inactivity include: expiration of the registered office hosting contract, the tax authorities’ inability to locate the company at the address, failure to fulfill reporting obligations, or the absence of statutory bodies. Despite amendments to Companies Law no. 31/1990, which allow multiple companies at the same registered office, ANAF can verify whether real activity exists at the given address.

However, ANAF decisions are not final and can be contested, according to Articles 274 and 275 of the Fiscal Procedure Code. Collaboration with a tax lawyer or ANAF lawyer provides clarity regarding the company’s rights, required documents, and legal deadlines. Legal consultancy can prevent additional sanctions and optimize fiscal management. For companies affected by a declaration of fiscal inactivity, working with a Bucharest lawyer or law firm experienced in tax law is essential to prevent sanctions and protect the company’s interests.

Companies must understand that notifications from ANAF have immediate effects on their operations. Even if a company is declared fiscally inactive, it can continue its activity; however, during this period, it does not have the right to deduct expenses and VAT on purchases. A tax lawyer can assist in drafting a request for the company’s reactivation and in anticipating and preventing such situations.

How to Contest ANAF’s Decision on Fiscal Inactivity

If ANAF issues a decision declaring a company inactive, it can be contested within the legal term of 45 days provided by Article 274 of the Fiscal Procedure Code. The appeal must be well-drafted, documented, and supported by relevant evidence. An ANAF lawyer can analyze the basis of the decision and invoke grounds for annulment, including procedural errors or the absence of a reason for inactivity.

It is advisable to include in the appeal accounting documents, employment contracts, invoices, correspondence, and any other evidence showing that the company’s activity was real at the registered office. A tax lawyer can argue using Articles 33 and 34 of Accounting Law no. 82/1991, regarding supporting documents and accounting records. This provides a solid legal framework for overturning the decision.

Additionally, the appeal can include supplementary arguments regarding possible errors in notification or communication by ANAF, under Articles 253 and 260 of the Fiscal Procedure Code, which can be decisive in obtaining a favorable outcome.

A Bucharest lawyer with experience in tax law can review ANAF’s decision and prepare the appeal correctly, avoiding mistakes that could complicate the process.

Changing the Registered Office to a Legal and Compliant Address

One of the main reasons a company is declared inactive is the lack of a valid registered office. Similar to the documents required for company registration with the Trade Registry, changing a company’s registered office involves drafting and submitting a series of documents according to Article 16 of Companies Law no. 31/1990.

The registered office must be where the company’s declared tax domicile is located and identifiable by the tax authorities. If the address is not compliant, there is a risk that ANAF will declare the company inactive again. A specialized legal consultant can ensure compliance with the law, verify the hosting contract, and prevent administrative errors that could lead to sanctions.

Previously, Law no. 31/1990, Article 17, imposed restrictions regarding the number of companies or registered offices a person could own. This paragraph has been removed, and current regulations no longer limit the number of companies or registered offices, providing flexibility in establishing and managing commercial companies. Thus, even in situations of reorganization or relocation of the registered office, companies can act legally without additional restrictions.

Romanian law requires that the change of registered office be communicated within 30 days of signing the addendum, and failure to meet this deadline may constitute grounds for sanctions. Therefore, collaborating with a tax lawyer ensures proper implementation of the law and avoids blockages at the Trade Registry or ANAF.

The team at Pavel Mărgărit and Associates, a Bucharest law firm, can assist companies in relocating their registered office, ensuring that all documents are correct and the process complies with current legislation.

Requesting Fiscal Reactivation After Rectifying Irregularities

According to Article 92 of the Fiscal Procedure Code, reactivating an inactive company requires submitting all tax returns and paying outstanding obligations, as well as addressing the causes that led to inactivity.

The reactivation process involves reviewing accounting documents, correcting declarations, and confirming the existence of activity at the registered office. A tax lawyer can facilitate communication with ANAF, draft the appropriate requests, and ensure that the company quickly and legally regains its fiscal status.

Reactivation may include requesting an official opinion from ANAF regarding how activity is recorded and reported, according to Articles 289 and 290 of the Fiscal Procedure Code, which can prevent future problems and clarify the company’s position. This approach ensures that the company remains compliant and legally protected. Consultancy by a Bucharest lawyer specialized in taxation helps complete all declarations correctly for fiscal reactivation.

Establishing a New Company with a Registered Office at a Law Firm

If reactivation is complicated or economically disadvantageous, starting a company from scratch is an option. A legal consultant can provide all necessary documents for company formation and offer a registered office hosting contract at the law firm, in accordance with Law no. 51/1995 on the organization and practice of the legal profession.

This solution is recommended especially for companies wishing to avoid disputes with ANAF or entrepreneurs seeking a fresh start without fiscal history. Advantages include access to a legal registered office, full support in managing accounting and tax documentation, and legal protection provided by a law firm.

Additionally, a tax lawyer can ensure compliance with all obligations under the Fiscal Code and Companies Law, so the company is fully compliant from the start and prepared for any fiscal or legal inspection.

“Declaring a company as inactive by ANAF, combined with the complexity of legislation regarding the registered office and tax obligations, has a significant impact on business continuity and financial planning for entrepreneurs. In this context, collaboration with a tax lawyer, ANAF lawyer, or corporate law lawyer is no longer just recommended, it becomes a legal necessity. These professionals play an essential role in contesting decisions, fiscal reactivation, and protecting the company’s right to conduct legal economic activity,” said Coordinating Lawyer Dr. Radu Pavel, from the Romanian Law Firm Pavel, Mărgărit and Associates.

For establishing a new company, collaborating with a Bucharest law firm or lawyer ensures compliance with all legal requirements and avoids future problems with ANAF.

Declaring a company inactive does not mean the end of its activity. With the help of a specialized tax lawyer or ANAF lawyer, there are clear solutions: appeal, change of registered office, reactivation, or establishing a new company. Pavel, Mărgărit and Associates provides complete consultancy, from assessing the legal and fiscal situation to implementing measures necessary for continuing operations. Even in inactivity, your business can quickly return to a legal and profitable path. Moreover, working with specialists from Pavel, Mărgărit and Associates prevents future problems and optimizes tax strategy, allowing the company to operate efficiently without additional risks.

The Romanian law firm Pavel, Mărgărit and Associates is among the top law firms in Romania, providing high-quality legal services. Its clients include major multinational and domestic companies. In 2024, the firm’s success stories earned international recognition from prestigious international guides and publications, ranking it 3rd in Romania in the Legal 500 ranking for business law expertise. The firm is also recognized internationally by the Global Law Experts director in London in the field of Dispute Resolution. All relevant information about Pavel, Mărgărit and Associates can be found at www.avocatpavel.ro.