Liquidate Company Romania 2026 | Step-by-Step

Updated 2026. This article has been reviewed to reflect the legal framework in force in 2026.

How to Liquidate a Company in Romania: Complete 2026 Guide

Whether you're exiting the Romanian market, closing a dormant entity, or restructuring your corporate portfolio, company liquidation requires careful legal planning. This guide covers the entire process from dissolution to deregistration.

Types of Company Closure in Romania

1. Voluntary Dissolution (Dizolvare Voluntară)

The most common method — shareholders decide to close the company.

2. Judicial Dissolution

Court-ordered dissolution due to insolvency, legal violations, or other grounds.

3. Simplified Dissolution (Dizolvare Simplificată)

Available since 2020 for companies with:

No debts
No ongoing litigation
No employees
No assets (or assets distributed to shareholders)

4. Striking Off (Radiere din Oficiu)

Trade Registry can strike off companies that have been inactive for 3+ years.

Voluntary Liquidation: Step-by-Step

Phase 1: Dissolution Decision

Step 1: Shareholders' Resolution

Extraordinary General Meeting (for SA) or shareholders' decision (for SRL)
Requires unanimous vote (unless articles specify otherwise)
Appoint a liquidator (lichidator)

Step 2: File with Trade Registry

Submit dissolution resolution
Publish in the Official Gazette (Monitorul Oficial)
30-day opposition period — creditors can object

Step 3: Notify Tax Authorities

Inform ANAF of dissolution decision
Request fiscal clearance certificate

Phase 2: Liquidation Process

Step 4: Asset Inventory

Liquidator prepares complete inventory of assets and liabilities
Collect outstanding receivables
Sell assets at fair market value

Step 5: Pay Debts

Settle all outstanding obligations:
- Tax debts (ANAF)
- Employee salaries and severance
- Supplier invoices
- Bank loans
- Social contributions

Step 6: Final Tax Returns

File final corporate tax return
File final VAT return (deregister from VAT)
File final payroll declarations
Obtain fiscal clearance certificate from ANAF

Step 7: Distribute Remaining Assets

After all debts are paid, distribute remaining assets to shareholders
In proportion to shareholding (unless articles specify otherwise)

Phase 3: Deregistration

Step 8: Final Financial Statements

Liquidator prepares closing balance sheet
Approved by shareholders

Step 9: Deregistration (Radiere)

File deregistration request with Trade Registry
Submit all required documents
Company is officially struck off the register

Timelines

Process	Duration
Shareholders' resolution	1-2 weeks
Official Gazette publication	1-2 weeks
Opposition period	30 days
Liquidation process	2-6 months
ANAF fiscal clearance	1-3 months
Trade Registry deregistration	1-2 weeks
Total estimated time	4-12 months

Simplified Dissolution Timeline

For eligible companies: 1-3 months total.

Costs

Item	Estimated Cost
Liquidator fees	€1,000-€5,000
Trade Registry fees	~€200
Official Gazette publication	~€150
Accounting/tax services	€500-€1,500
Notary fees	€100-€300
Total estimated cost	€2,500-€9,000

Simplified Dissolution Requirements

Since 2020, Romania offers a fast-track dissolution for eligible companies:

Eligibility Criteria

✅ No outstanding debts (tax, commercial, or employee)
✅ No ongoing litigation
✅ No employees
✅ All shareholders agree
✅ Company has no significant assets (or assets are distributed)
✅ Company is not under insolvency proceedings

Process

Tax Implications of Liquidation

Corporate Income Tax

Final CIT return covers the period from January 1 to dissolution date
Any profits from asset sales are taxable

VAT

Final VAT return must be filed
VAT deregistration
Capital goods adjustments may apply

Dividend Tax

Distributions to shareholders during liquidation: 8% withholding tax
Amounts exceeding share capital contribution are treated as dividends

Capital Gains for Foreign Shareholders

Subject to DTA provisions
May be exempt under participation exemption rules

Special Considerations for Foreign-Owned Companies

1. Cross-Border Liquidation

Coordinate with parent company's jurisdiction
Consider DTA implications for final distributions
Ensure proper documentation for parent company tax returns

2. Employee Severance

Collective dismissal rules may apply (if 10+ employees)
Minimum notice period: 20 working days
Severance payments as per individual/collective agreements

3. Contract Termination

Review all commercial contracts for termination clauses
Notify suppliers, clients, and business partners

📖 Recommended reading: Shareholders' Agreements in Romania: Key Clauses & Investor Protection

📖 Recommended reading: Digital Nomad Visa Romania 2026 – Complete Guide

📖 Recommended reading: How to Register a Company in Romania as a Foreigner: Complete 2026 Guide

📖 Recommended reading: Holding Company in Romania 2026: Structure, Tax Benefits & Setup Guide

Alternatives to Liquidation

1. Company Sale

Sell shares to a buyer instead of liquidating
Faster and potentially more profitable
Buyer assumes all liabilities

2. Merger/Absorption

Merge the Romanian entity into another group company
Transfer by universal succession
No liquidation required

3. Dormancy

Keep the company registered but inactive
Minimal annual compliance costs (~€500-€1,000/year)
Useful if re-entry into the market is possible

How Pantilimon Avocat Can Help

We provide end-to-end liquidation services:

✅ Assessment of liquidation options
✅ Shareholders' resolutions and documentation
✅ Liquidator services or supervision
✅ ANAF fiscal clearance coordination
✅ Trade Registry deregistration
✅ Employee dismissal compliance

📞 Contact us to discuss your exit strategy from Romania.

This article is for informational purposes only and does not constitute legal advice. Last updated: March 2026.

How to Liquidate a Company in Romania 2026: Step-by-Step Guide