The Romanian companies can now be dissolved without a liquidator

The law 31/1990 was amended again in April bringing one of the most important changes in the Romanian fiscal environment. In case of voluntary dissolution and liquidation of companies, the process can be done now without a liquidator.

Thus the article 227, paragraph (1), points b) and d) of Law 31/1990, updated on 17.04.2009, describes the procedure of voluntary liquidation and dissolution without assigning a liquidator.

This procedure spares the trader of the need to assign an authorized liquidator to draw up the report of liquidation. Also, this procedure eliminates the stage of publication in the Official Gazette of the liquidation balance and report.

The simplified procedure assumes through 3 stages, which are present below:

Stage I

The law 31/1990 was amended again in April bringing one of the most important changes in the Romanian fiscal environment. In case of voluntary dissolution and liquidation of companies, the process can be done now without a liquidator.

Thus the article 227, paragraph (1), points b) and d) of Law 31/1990, updated on 17.04.2009, describes the procedure of voluntary liquidation and dissolution without assigning a liquidator.

This procedure spares the trader of the need to assign an authorized liquidator to draw up the report of liquidation. Also, this procedure eliminates the stage of publication in the Official Gazette of the liquidation balance and report.

The simplified procedure assumes through 3 stages, which are present below:

Stage I

1. Application form and specification documents (original);
2. The decision of the general assembly of members / shareholders regarding the voluntary dissolution without assigning a liquidator.
3. If necessary: lawyer or special (in authentic form) power of attorney, or delegation for the persons designated to carry out the laws formalities (original).
4. The payment proof of the fees / legal tariffs:

• the judicial fee of the stamp, in original;
• judicial stamps;
• tax register;
• publication tax in the Official Gazette of Romania, Part IVth.

After the deadline of 30 days from the publication date of AGA decision (the decision of the general assembly of members / shareholders) in the Official Gazette, the stage II has been reached.

Stage II

1. Application for registration (in original);
2. Proof of publication in the Official Gazette of the General Assembly Decision and passing the deadline of 30 days when the creditors can make opposition to dissolution.
3. Declaration given by the trader on his own liability –affidavit – that has no debt and the last balance sheet is not on zero.
4. Evidence of payment the fees / legal tariffs:

• the judicial fee of the stamp, in original;
• judicial stamps;
• tax register;
• if necessary, the publication tax in the Official Gazette of Romania, Part IVth.;

Stage III

1. Expunging request (in original);
2. Registration certificate and the annex / annexes (the original);
3. If SA (joint stock companies) and SCA (commandite company with shares) will submit, as appropriate: the SCA and SA registers.
4. If necessary: lawyer or special (in authentic form) power of attorney, or delegation for the persons designated to carry out the laws formalities (original).
5. The payment proof of the fees / legal tariffs:

• the judicial fee of the stamp, in original;
• judicial stamps;
• tax register;
• publication tax in the Official Gazette of Romania, Part IVth.

The copies of the sustaining documents will be certified in accordance with the originals, under the signature, indicating clearly the name of persons who, by law, may prepare and sign the application.