Dissolution and liquidation of a company in Romania
Corporate Lawyer in Romania. What Does the Dissolution and Liquidation Procedure of a Company in Romania Involve?
Closing a company in Romania can be achieved through various means, including bankruptcy proceedings in Romania or the procedures for dissolution and liquidation in Romania. Closing a company in Romania generally involves the disappearance of its legal personality with all the resulting consequences, including the cessation of its legal capacity, a procedure after which it no longer represents a legal entity and thus cannot perform any operations once all actions have been completed. The dissolution and liquidation procedure in Romania applies to all forms of business organization regulated by Law 31/1990. One of the most requested legal procedures for which administrators seek the services of a commercial lawyer in Romania or a bankruptcy lawyer in Romania, specializing in the dissolution of a company in Romania and liquidation procedure in Romania is the closing of an LLC (Limited Liability Company).
The dissolution of a company in Romania represents a way to cease its legal personality due to reasons expressly provided by the provisions in both the New Civil Code and special laws, such as Law 31/1990 on commercial companies. The dissolution procedure in Romania can also be determined by the dissolution decision adopted by the general meeting of shareholders.
The liquidation of a company occurs as a result of the operation that involves the dissolution and liquidation in Romania and entails the settlement of debts and the realization of assets held by the legal entity at the time the dissolution decision is adopted.
Dissolution of a company in Romania, as well as liquidation of a company in Romania, are two successive stages, so only after their complete finalization will the effects related to the closing of a company in Romania occur.
Assistance by a trade register lawyer in Romania is an important choice since the dissolution and liquidation procedure involves the preparation and submission of documents whose legal compliance is essential to avoid certain errors that could complicate the deregistration of a company in Romania.
Insolvency Lawyer in Romania. Causes of company dissolution in Romania
The causes that can trigger the dissolution procedure in Romania are general, as provided by the New Civil Code, such as the duration of the legal entity, the achievement or impossibility of the purpose for which the company was established, the immorality of the pursued purpose, the decision of the governing bodies, or any other means provided by law or the constitutive act through which the company was established.
The general provisions are supplemented by a series of specific causes of company dissolution in Romania provided in Law 31/1990, such as serious disagreements between shareholders that prevent the operation of the company, the opening of bankruptcy proceedings in Romania, the case where the company no longer has statutory bodies or they can no longer meet, or when the company no longer operates properly, as well as when it has not completed its share capital.
A commercial lawyer in Romania or an insolvency lawyer in Romania can assist in determining the cause that led to the dissolution and liquidation in Romania so that the operations related to it are carried out in accordance with the regulations they belong to.
If it concerns a fiscally inactive company, this does not automatically trigger the procedure for closing of an LLC (Limited Liability Company). To legally fulfill the formalities for closing of an LLC regarding an inactive company, the dissolution and liquidation procedures must be followed, followed by removal from the Trade Register. Specific situations where the closing a company in Romania can proceed through company dissolution and liquidation, besides an inactive company, may also be determined by the legal form chosen by the company at the time of establishment. For example, bankruptcy proceedings in Romania can be a cause for company dissolution in Romania only for legal entities regulated by Law 31/1990, not for non-profit legal entities.
The Romanian law firm Pavel Margarit and Associates invites you to use the services of a bankruptcy lawyer in Romania or a trade register lawyer in Romania to ensure protection against personal liability and minimize risks in the process of a company dissolution in Romania.
The Romanian Law Firm Pavel, Margarit and Associates provides legal advice and legal assistance services in corporate law, especially regarding assistance in dissolution and liquidation of a company in Romania. A commercial lawyer in Romania can support you in closing a company in Romania, having great experience in dissolution and liquidation in Romania. In order to benefit from our professional support and for commercial lawyer advice, we invite you to fill in the contact form available on our website https://avocatpavel.com/contact/.
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Bankruptcy Lawyer in Romania. How the dissolution and liquidation procedures work in Romania
The dissolution of a company in Romania involves carrying out necessary operations for closing a company in Romania and preparing the liquidation procedure in Romania of the company.
If the closing of a company in Romania or the closing of an LLC (Limited Liability Company) through dissolution and liquidation is a voluntary decision of the general meeting of shareholders, adopted through the dissolution decision, it is published in the Official Gazette of Romania, followed by its registration at the ONRC (National Trade Register Office) to carry out the necessary operations and mentions for deregistration of a company in Romania. Closing a company in Romania, similar to the establishment of the company, requires the submission of documents to the Trade Register. The office is responsible for registering the necessary mentions for deregistration of a company in Romania, ensuring that the procedures have been recognized and carried out according to the law.
After completing the formalities for the dissolution of a company in Romania, the liquidation procedure in Romania will begin, which consists of finalizing all operations in which the company was involved up to that moment. All the patrimonial rights of the legal entity are converted into money to cover the payment obligations of the same legal entity. The civil capacity of the legal entity continues, but it is limited only to the liquidation procedure in Romania, precisely for carrying out these operations that, in the absence of civil capacity, could not be realized.
The liquidation of a company starts with the appointment of the liquidator and the inventory of the assets and liabilities of the legal entity. After these stages, the actual liquidation takes place through the valorization of the assets and the payment of the liabilities, and finally, the net assets remaining after the full settlement of the liabilities will be distributed. The last step is the submission of the liquidation documents, a requirement considered fulfilled when the removal from the Trade Register is carried out.
A commercial lawyer in Romania or a lawyer specializing in closing of an LLC (Limited Liability Company) can offer constant legal assistance from the establishment of the company to protect the company’s rights in its entirety in relations with individuals or other legal entities, as well as represent your interests before the courts and public institutions.
Therefore, the procedures of dissolution and liquidation are two essential stages to ensure the closing of a company in Romania in accordance with the current legislation. The dissolution procedure in Romania marks the beginning of the process of ceasing activities, while the liquidation of a company ensures that all its operations have ended and the necessary mentions for removal from the Trade Register can be made. This can also be done through a trade register lawyer in Romania or a lawyer specialized in the bankruptcy of the company in Romania who can perform these operations on behalf of the legal entity.
The Romanian law firm Pavel Margarit and Associates offers legal services at the highest standard so that procedures regarding the bankruptcy of the company in Romania, dissolution of a company in Romania, company liquidation and similar matters are carried out within a reasonable time and without attracting negative legal consequences that could affect the proper conduct of the entire procedure. Whether due to financial difficulties, restructuring needs or other reasons, engaging the services of an insolvency lawyer in Romania or bankruptcy lawyer in Romania can be the key to a successful resolution.
In conclusion, the procedures of dissolution and liquidation in Romania are essential for the orderly closing of a company. Engaging a corporate lawyer in Romania or a lawyer for bankruptcy in Romania can ensure that all legal requirements are met efficiently. The process involves a dissolution decision followed by the liquidation of assets to settle debts. It is crucial to follow these steps carefully to avoid any legal issues. If your company faces financial difficulties, a corporate lawyer in Romania can guide you through the process of bankruptcy in Romania, ensuring that the bankruptcy of the company in Romania is handled according to legal standards, ultimately leading to the proper removal from the Trade Register.
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