Is it difficult to close my company?
The procedure for closing a Romanian limited liability company (SRL) is quite fast if the company has no debt and if all the associates agree about terminating the SRL and the division of remaining assets.
If the business has debt of any kind, the associates can only terminate the company if they pay their debts first. Otherwise, the company cannot be dissolved voluntarily. If the debt is very high, the only option will be to follow an insolvency procedure, which has much higher costs than voluntary termination.
If not all associates agree with closing the company, the only option is to file a case in court. The company can be dissolved by a court decision at the request of any associate, for serious reasons, such as grave misunderstandings between associates that prevent the SRL from continuing to operate.
What are the steps?
Step 1: you must submit a decision of the General Meeting of Shareholders to the Trade Register, by which the associates declare they wish to close the company voluntarily.
Step 2: the termination procedure of the company starts and the Trade Register sends the decision for publication in the Official Gazette. 30 days after publication in the Gazetter, the associates will submit the final documentation for company termination, including the liquidation financial balance prepared by the company accountant.
Does it matter if I am a sole associate or I have more associates in the company?
If you are the sole associate of your company, things are much simpler because all decisions are taken exclusively by you. Thus, instead of taking decisions in the of the General Meeting of Shareholders you will only prepare the Decision of the sole associate.
If there are more associates in the company, the decision for closing the company are taken by majority vote, so half plus one of the associates must agree to business termination. You also have to check your articles of incorporation, because they could mention another voting majority, like two thirds or three quarters of the associates.
How much does it cost to close a company?
The Trade Register does not charge any fees for closing a company. However, you have to pay the costs of publishing the decision of associates in the Official Gazette: 122 lei per page of manuscript, which represents 2,000 signs with spaces.
If you also hire a lawyer to assist you with company liquidation, you should also take their fees into consideration.
How long does it take to close a company?
The whole procedure takes about 2 months in total.
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