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Company liquidation in Romania

What does the liquidation procedure of a Romanian company imply and which are the causes leading to it under the provisions of the Romanian legislation on this matter?

The liquidation of a company in Romania is the second stage in the process of extinction of its legal personality, this intervening step as a consequence of the dissolution of the company, representing an assembly of the company's business operations necessary for its conclusion. These operations relate to the identification of assets and their conversion into cash, determining the liabilities, the repayment of debts to creditors and sharing the results of the liquidation among associates.

Therefore, the causes leading to the entry of a company into the liquidation stage are the same causes that lead to the dissolution of the company. These reasons may be issues such as: passing the time set for its operation, the impossibility of achieving the object of the company or its achievement thereof, the declaration of nullity of the society, the General Assembly’s decision, the judgment of the court, at the request of any partner, for good reasons, as serious disagreements between members, which impede the functioning of society, the bankruptcy of the company or other causes provided by law or by the articles of association of the company.

It is necessary that all documents emanating from the company show that it is in liquidation.

Typically, the company's liquidation begins to unfold in the first round by the appointment of liquidators within 30 days of its dissolution, the intervention of the court at this stage having an exceptional character.

What rights and obligations do liquidators have and who may become a liquidator in this procedure at a company in Romania?

Liquidators may be natural or legal persons. Liquidators, individuals or permanent representatives - individuals of the society found in liquidating - must be authorized by law.

Liquidators have the same responsibility as administrators or members of the directorate.

Liquidators are bound, soon after taking office, that along with the administrators and directors, to make an inventory and conclude a balance sheet to ascertain the exact status of assets and liabilities of the company, and to sign them.

The liquidators are obliged to receive and keep the Company's assets, records that were committed to them by the administrators or members of the Executive Board, as well as company documents, requiring them to keep a record of the company's operations.

Liquidators fulfill their mandate under the supervision of censors. However, in the case of joint stock companies that are organized in the two-tier system, liquidators fulfill their mandate under the supervision of the supervisory board.

An attribution of major importance of the liquidators prescribed by law No. 31/1990 on companies is that they can sit in judgment on behalf of the society.

Does the liquidation procedure occur naturally in all cases in which the dissolution phase of the company has already been undertaken?

The liquidation of the company after it was dissolved is generally mandatory. However, Law no. 31/1990 regarding companies sets out that the liquidation can be avoided if, in case of dissolution by the decision of the company’s members, they change their mind on the decision with the majority required to amend the articles of incorporation, as long as there was no division of active.

Also, the liquidation does not exist in the case of a merger or the division of the company concerned.

Does the company found in the liquidation procedure own any legal personality?

Yes, in the stage of liquidation, the company continues to have legal personality, but only for the necessary aspects of the liquidation. As states the Romanian law no. 31/1990 regarding companies, the company retains its legal personality for liquidation operations until its completion.

Is there a certain period designated for completing the process of liquidation of a company under the laws of Romania?

Yes, the liquidation must be completed within one year from the date of dissolution, but this period may be extended under certain conditions.

Within 15 days of the completion of the liquidation, the liquidators will submit to the Trade Register a request for the delisting of the company from the trade register. If within 3 months after the expiry of one year from the completion of dissolution, extended by the court as appropriate, the Trade Register Office was not notified of any request for cancellation or no request for the appointment of the liquidator, the company is removed from the Trade Register.

Commercial law is an important part of the activity of the Darie, Manea & Associates law firm. The liquidation procedure and the dissolution of a company in accordance with the laws of Romania are complex phases of the termination of the legal personality of the company. Our lawyers offer specialized legal assistance, explaining exactly what this stage implies  in the life of your company, as well as  the consequences arising there from, guaranteeing representation before all the competent authorities. Do not hesitate to contact us for more information on this issue!

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