How to legally liquidate a business in Romania

Voluntary dissolution and liquidation procedure through the Trade Registry

Liquidating a company in Romania is a much more complex process than a simple decision made by shareholders. It requires a precise liquidation procedure, in accordance with commercial legislation, as well as assistance from a business lawyer or a company lawyer with relevant experience. Whether it’s about dissolution of an SRL, company dissolution, or company deregistration, the steps must be followed carefully to prevent complications both fiscally and legally. This article helps understand the dissolution process of an SRL, whether it’s a voluntary choice or a situation imposed by insolvency or bankruptcy.

The simplest method for company dissolution it is the self-initiated procedure. This process takes place directly through the Trade Registry, without the involvement of the court, if the company has no debts or litigation issues pending.

To comply with the liquidation procedure, it is beneficial to collaborate with a business lawyer or a consulting lawyer, who can precisely indicate the necessary documents for this process, including: the shareholders’ decision, the closing balance sheet, and proof of publication in the Official Gazette.

A trade registry lawyer or a company lawyer will coordinate the stages of this process, thus helping to avoid significant delays in company deregistration.

Corporate lawyer. Dissolution and liquidation with the appointment of a liquidator – Stages and implications

If there are disagreements among shareholders and they are unable to collaborate, they can request the appointment of a liquidator through the court. This form of company liquidation involves a complex liquidation procedure, where the presence of a commercial lawyer or a litigation lawyer becomes essential.

The liquidator will take over the management of the company until its company deregistration, being responsible for asset liquidation and debt payment. To prevent potential misunderstandings, the support of a business lawyer or a corporate lawyer is recommended to ensure representation in court and effective collaboration with the liquidator.
This stage may generate litigation situations, where the involvement of a litigation lawyer or even an insolvency lawyer may be needed, especially if the process leads to insolvency.

Commercial lawyer. Company deregistration after the completion of the insolvency procedure

If the company can no longer operate due to financial reasons, bankruptcy may occur. In such cases, the insolvency procedure can be initiated by either the creditor or the company, ultimately leading to company deregistration.

The expertise of an insolvency lawyer or a bankruptcy lawyer will be necessary to protect interests throughout the process. After the sale of assets and payment of debts, the syndic judge will close the procedure, and the company will undergo the company deregistration process in the trade registry.

Insolvency lawyer. Temporary suspension of the company activity – An alternative to closure

If permanent closure of the company is not desired, but no economic activities are being conducted, suspending the activity is a viable legal alternative. This operation keeps the legal entity active, but without continuing economic operations, which is extremely useful if there is an intention to resume activities in the future or to avoid certain tax lawyer and administrative obligations.
The suspension of activity must be registered with the trade registry, with its duration regulated by the legislation in force, varying depending on the circumstances of each company.

“Closing a business in Romania, whether through voluntary dissolution, insolvency, or bankruptcy, should never be approached without a clear and professional legal strategy. Every step, from the shareholders’ decision to company deregistration with the trade registry, carries significant legal and tax risks. The Romanian Law Firm Pavel, Mărgărit & Associates provides expert legal advice and representation through top-tier lawyers specialized in corporate law, commercial litigation, and business law, ensuring a secure and compliant exit from entrepreneurial activity,” said Dr. Radu Pavel, Coordinating Lawyer at Pavel, Mărgărit & Associates.

A trade registry lawyer, together with a consulting lawyer, helps draft the necessary applications and declarations. Furthermore, if tax lawyer or compliance lawyer issues arise, the presence of a commercial lawyer or a business attorney is essential.

In conclusion, whether it is about SRL dissolution, bankruptcy, the insolvency procedure, or company deregistration, closing a business in Romania must be done with rigor. Each procedure involves specific stages that must be followed, with the correct approach ensuring compliance with the law and protecting the interests of entrepreneurs. Thus, the business closure process must be managed professionally, with collaboration from a business lawyer or an insolvency lawyer making the difference between an efficient closure and one that results in additional problems.

Pavel, Mărgărit și Asociații is one of the leading law firms in Romania, providing high-quality legal services. Among the firm’s clients are major multinational and local companies. In 2024, the firm’s success stories earned it international recognition from the most prestigious legal directories and publications. Thus, Pavel, Mărgărit și Asociații ranked 3rd in Romania in the Legal 500 list of law firms with the most relevant expertise in business law. The firm is also recognized internationally by the IFLR 1000 Financial and Corporate 2024 guide. Furthermore, Pavel, Mărgărit și Asociații is the only law firm in Romania recommended by the Global Law Experts directory in London for Dispute Resolution. All relevant information about Pavel, Mărgărit și Asociații can be found on their website: www.avocatpavel.ro.