How to Close a Business in Romania: A Step-by-Step Guide to Deregistration

Closing a business in Romania is a formal legal process that requires more than simply stopping operations. Proper deregistration protects owners from future liabilities and ensures a clean record with authorities. This guide outlines the main stages, whether you run a limited liability company (SRL) or another type of entity.

1. Make the Decision and Document It

For a limited liability company, closing begins with a decision by the shareholders. This decision must be recorded in a formal resolution and, in most cases, notarised or registered with the Trade Register. It should appoint a liquidator, who will handle the winding-up process. The liquidator may be one of the shareholders or an external professional.

2. Notify the Authorities

Once liquidation starts, the company must inform the National Agency for Fiscal Administration (ANAF) and the territorial labour inspectorate, if it has employees. The company enters a liquidation phase, during which it may only complete existing contracts and sell assets to pay debts, not start new business.

3. Settle Debts and Sell Assets

The liquidator prepares an inventory of assets and liabilities. Creditors are notified and given a chance to submit claims. The company must pay all outstanding taxes, supplier invoices, salaries and other obligations. Remaining assets can be sold, and any surplus after debts is distributed to shareholders according to their ownership shares.

4. File Final Tax Returns

During liquidation, the company continues to file tax returns until all activity ceases. At the end, the liquidator files a final set of returns and requests a tax clearance certificate from ANAF. This certificate confirms that the company has no outstanding tax liabilities and is essential for deregistration.

5. Deregister from the Trade Register

With the tax clearance certificate and other documents, the liquidator submits a request to the Trade Register Office (ONRC) to deregister the company. After verification, the ONRC issues a decision to remove the company from the register. At this point, the company legally ceases to exist.

6. Cancel Other Registrations

Depending on the business activity, the company may need to cancel registrations for VAT, local taxes, social security, or special permits. The liquidator should also close bank accounts and cancel any digital certificates used for electronic filing.

Practical Tips for a Smoother Process

• Start early: liquidation can take several months, especially if there are many creditors or complex assets.
• Keep records: maintain all financial documents for at least five years after deregistration, as authorities may request them later.
• Seek professional help: an accountant or lawyer familiar with Romanian company law can prevent costly mistakes.

Closing a business in Romania is a structured process that requires attention to detail. By following these steps and working with qualified professionals, you can wind down your company cleanly and move on to your next venture.