Three terms are often confused:
Dissolution is the decision (or legal situation) by which a company stops operating as an active business. The company still exists legally, but it can no longer carry out new operations, only those needed to wind it up.
Liquidation means collecting receivables, paying debts, selling assets and distributing whatever remains among the shareholders.
Deregistration (radiere) is the permanent removal of the company from the Trade Register. At that point the company ceases to exist as a legal entity.
The order is always dissolution → liquidation → deregistration. For an SRL (the Romanian limited liability company), the first two can be done simultaneously.
Route A: simultaneous dissolution and liquidation. This is the simplest route, used when the company has no debts and the shareholders agree. According to ONRC, the procedure runs in two phases: first the dissolution resolution is registered, then the company is struck off, which can only happen after 30 days from the publication of the resolution in the Official Gazette, Part IV.
Route B: voluntary dissolution with a liquidator. This is used when the company has assets to sell, debts, or a more complicated situation. A liquidator (usually an insolvency practitioner or chartered accountant) is appointed, who runs the liquidation and files the final financial statement and the deregistration application.
Other cases exist: dissolution by operation of law, following the death of a shareholder, or through insolvency (a separate procedure involving a judicial administrator or liquidator). If the company has debts, voluntary deregistration cannot be completed.
Step 0. Preparation (before filing anything)
Pay or settle all debts (tax authority, suppliers, employees, bank).
File any outstanding tax returns and annual financial statements. An accountant can help with this.
Decide where the company’s records will be kept after deregistration.
Step 1. The shareholders’ resolution
The general meeting resolution (or the sole shareholder’s decision) approves the dissolution and simultaneous liquidation, confirms that there are no debts, and appoints the person who will keep the company archive, and where.
Step 2. Phase I at ONRC: registering the dissolution
You file the registration application, the original resolution and the supporting documents, plus the fees, with the Trade Register Office in the county of the registered office. Filing can be done at the counter, by post or courier, by e-mail or via portal.onrc.ro, using a qualified electronic signature if you file online. The resolution is then published in the Official Gazette by ONRC, ex officio.
Step 3. Wait 30 days from publication
The 30-day period runs from the publication date. During this time, creditors (if any) may file an objection. In recent years, the time between filing the documents at ONRC and the publication of the resolution has been around 3–4 months based on our company experience.
Step 4. The liquidation financial statement
A financial statement of liquidation and distribution of the company’s assets is prepared. It must be certified by persons authorised under the law, usually a chartered accountant. Many practitioners also recommend filing it with the tax authority and attaching the receipt to the Trade Register file, to avoid queries.
Step 5. Phase II at ONRC: deregistration
You file the deregistration application, the liquidation financial statement, proof that the fees have been paid and the other documents required by ONRC. The publication of the financial statement approved by the shareholders is also done ex officio by ONRC. After the application is processed, the registrar issues the deregistration order, published in the Trade Register Electronic Bulletin (BERC), which you can view free of charge on the ONRC portal.
Step 6. After deregistration
The deregistration order is the final document. The designated person keeps the company archive for the periods set by accounting legislation.
The whole process typically takes a few months, depending on ONRC’s workload and how clean your paperwork is.
ONRC and publication fees are, according to some sources, between 152 and 400 lei (roughly €30–80). Check the current tariffs on the ONRC website.
With no debts (including to the tax authority and local budget), the procedure goes quickly. With debts, you will need a liquidator or insolvency proceedings.
If money remains in the company and is distributed to shareholders, tax and social contributions may apply to the amounts received. Talk to an accountant before distributing anything.
The Romanian Trade Register Office (ONRC): “Dissolutions, liquidations, deregistrations” section, page on simultaneous dissolution and liquidation of general partnerships, limited partnerships, SRLs and EIGs (www.onrc.ro)
The Company Law no. 31/1990, republished, as amended
This is a general-interest article. It explains, in plain language, a public procedure set out by law and described on the websites of the competent institutions, which any citizen or business owner can carry out on their own, without mandatory intermediaries.
The information is based exclusively on public sources (mainly the National Trade Register Office, ONRC, and Company Law no. 31/1990) and is provided for informational purposes only.
This article does not, under any circumstances, constitute legal, tax or accounting advice and does not create a client relationship with the author or the publisher. Every company is different, and legislation and fees may change. Before filing any document, check the current requirements on the official ONRC website (www.onrc.ro) and, if your company’s situation is complicated (debts, shareholders in disagreement, significant assets), consult an accountant, lawyer or insolvency practitioner. The author accepts no liability for decisions made solely on the basis of this text.
