How to Close a Romanian Company (SRL) in 2026 — Guide for Foreign Owners
Opening an SRL in Romania takes one to two weeks. Closing one — if you don't know the procedure — can take a year.
Most foreign founders discover this the hard way. The company has been dormant for months, maybe longer. The Romanian accountant stopped filing. ANAF sends penalty notices that arrive in Romanian to an address you no longer monitor. You Google "how to close a Romanian company" and find ten pages of legal theory that tell you everything about Law 31/1990 and nothing about what you actually need to do next Monday.
Here is what nobody tells you upfront: if your SRL has no debts, Romanian law allows you to dissolve and deregister it in a single simplified procedure — no liquidator, no court involvement, no twelve-month timeline. The entire process can be completed remotely, in six to eight weeks, without visiting Romania.
But there is a catch. Before you can file for dissolution, the company must be in full compliance with ANAF — all financial statements filed, all tax returns submitted, no fiscal inactivity flags. For a company that has been dormant and neglected, getting to that starting point is usually the hardest part of the process.
This guide covers the complete procedure for closing a Romanian SRL in 2026, from the shareholders' decision through to the final strike-off from the Trade Register. It is written specifically for foreign founders and parent companies who may not be physically present in Romania and need to manage the process remotely.
Two Paths: Simplified Dissolution or Standard Liquidation
Romanian law offers two fundamentally different procedures for closing an SRL. Which one applies to you depends on one question: does the company have outstanding debts?
If the company has no debts — or if all debts have been settled or regularised with the agreement of creditors — the shareholders can close the company through a simplified procedure known as simultaneous dissolution and liquidation (Art. 235 of Law 31/1990). This procedure bypasses the formal liquidation phase entirely. There is no need to appoint a liquidator. The shareholders decide the dissolution and the distribution of remaining assets in one step, and the company is struck off the Trade Register after a short waiting period.
If the company has debts that cannot be settled before filing, the standard procedure applies: the shareholders vote to dissolve, a liquidator is appointed, debts are paid from the company's assets, and only after full settlement can the company be deregistered. If the company is insolvent — meaning it cannot meet its obligations as they fall due — voluntary dissolution is not an option at all, and insolvency proceedings under Law 85/2014 must be initiated instead.
For most foreign-owned SRLs with modest operations and no significant liabilities, the simplified procedure is the relevant one. The remainder of this guide covers both paths, starting with the simplified route.
The Simplified Procedure — Dissolution Without Liquidation
Legal Basis
Article 235 of Law 31/1990 allows the shareholders of an SRL to decide, simultaneously with the dissolution, how the company's assets will be distributed — provided they agree unanimously on the distribution and provided all liabilities have been settled or regularised with the creditors' consent.
The key provisions:
The decision to dissolve and simultaneously liquidate must be taken with the quorum and majority required for amending the Articles of Association. Under Romanian law, this typically means a majority representing at least three-quarters of the share capital for SRLs, unless the Articles of Association provide otherwise. For a sole-shareholder SRL — the most common structure among foreign founders — this is simply the written decision of the sole shareholder.
The unanimous vote of all shareholders is required specifically for deciding how the remaining assets will be divided among them. If unanimity cannot be reached on the asset distribution, the simplified procedure cannot be used, and the company must go through standard liquidation with a liquidator.
Ownership of the company's remaining assets — including any real estate — transfers to the shareholders at the moment the company is struck off from the Trade Register, not at the moment of the dissolution decision. Until strike-off, the assets still belong to the company.
The Trade Register issues each shareholder a certificate confirming their rights over the distributed assets. For real estate, this certificate serves as the basis for registering the property in the Land Book (Cartea Funciară) in the shareholder's name.
Step-by-Step: How It Works in Practice
Step 1 — Prepare the shareholders' decision.
The sole shareholder (or the General Assembly, for multi-shareholder SRLs) adopts a written decision that simultaneously resolves three things: the dissolution of the company, the approval of the method of liquidation (simplified, without a liquidator), and the distribution of remaining assets among shareholders. For a sole-shareholder SRL with no assets other than the bank account balance, this is a straightforward one-page document. If real estate or other significant assets are involved, the decision must describe precisely which assets go to which shareholder.
If you are not in Romania, this decision can be signed under a legal assistance contract granted to your Romanian attorney.
Step 2 — File Phase I with the Trade Register (ONRC).
The following documents are filed: the registration application (ONRC form), the shareholders' decision on simultaneous dissolution and liquidation, evidence that creditors have agreed to the settlement or regularisation of liabilities (if there were any liabilities — for a debt-free company, a declaration that no liabilities exist is sufficient), legal assistance contract with a Romanian attorney for the person filing on your behalf (if applicable), and proof of payment of the publication fee for the Official Gazette.
The Trade Register processes the filing, typically within one business day, and publishes the dissolution decision in the Official Gazette of Romania (Part IV). This publication triggers a 30-day waiting period during which creditors can file oppositions.
Step 3 — Wait 30 days.
After the dissolution decision is published, Romanian law requires a 30-day waiting period. During this time, any creditor who believes they have an unsettled claim against the company may file an opposition. For a genuinely debt-free company, oppositions are rare — but the waiting period is mandatory regardless.
Step 4 — File Phase II with the Trade Register (strike-off application).
After the 30-day period has elapsed without oppositions (or after any oppositions have been resolved), you file the second set of documents: a new registration application (requesting the actual strike-off), evidence that the dissolution decision was published (this is typically handled by the Trade Register itself), and the shareholders' decision on the distribution of assets remaining after liquidation.
Step 5 — The company is struck off.
The Trade Register processes the application and issues the strike-off confirmation. The company ceases to exist as a legal entity. If there were remaining assets (bank balance, equipment, real estate), ownership transfers to the shareholders at this moment. The Trade Register issues a certificate confirming each shareholder's rights over the distributed assets.
Timeline
The simplified procedure typically takes 6 to 8 weeks from the initial filing to the final strike-off: approximately one week for processing Phase I, 30 days of mandatory waiting period, and approximately one to two weeks for processing Phase II. This assumes no oppositions are filed and the company's accounting and tax filings are current.
Documents Checklist — Simplified Procedure
For a sole-shareholder SRL with no debts and no significant assets, the complete documentation consists of the sole shareholder's decision on dissolution, liquidation method, and asset distribution, the ONRC registration application (Phase I), proof of payment of Official Gazette publication fee, legal assistance contract with a Romanian attorney for the filing representative (if the shareholder is not present in Romania), the ONRC registration application for strike-off (Phase II), and the asset distribution decision (if not already included in the initial decision).
Can You Do This Remotely?
Yes. The entire simplified dissolution procedure can be completed without the foreign shareholder visiting Romania. Under Romanian law (Law 51/1995 on the legal profession), a legal assistance contract signed with a Romanian attorney grants the attorney full power of representation — no notarised or apostilled power of attorney is required. The attorney's engagement letter (contract de asistență juridică), bar identification, and attorney warrant (împuternicire avocațială) are legally sufficient for all filings with the Trade Register (ONRC), ANAF, and any other public authority.
This means the shareholder simply signs the legal assistance contract (which can be done remotely by electronic signature or by sending a signed original by courier), and the attorney handles the dissolution resolution filing, the strike-off application, coordination with accountants for final tax filings, and the closure of the company's bank account. No consular visits, no apostilles, no notary.
The Standard Procedure — Dissolution With a Liquidator
When the simplified procedure is not available — because the shareholders cannot agree unanimously on asset distribution, because there are outstanding debts that have not been regularised, or because the company's situation is complex — the standard procedure under Articles 233–243 of Law 31/1990 applies.
How It Differs
The shareholders vote to dissolve the company and appoint a liquidator. The liquidator can be one of the shareholders, a third party, or a licensed insolvency practitioner. The liquidator assumes the powers of the administrators and takes over management of the company for the sole purpose of winding it up.
The liquidator inventories all assets and liabilities, collects receivables, sells assets if necessary, and pays all creditors in the order of priority prescribed by law. After all debts are settled, the liquidator prepares a final liquidation balance sheet and a proposed distribution of any remaining assets to shareholders. The shareholders approve the liquidation balance sheet and distribution plan. The liquidator files for the company's strike-off from the Trade Register.
Timeline
The standard procedure is significantly longer. The law requires that liquidation be completed within one year from the date the dissolution is registered with the Trade Register. Extensions are possible but require judicial approval. In practice, standard liquidation typically takes 3 to 12 months, depending on the complexity of the company's affairs, the number and nature of outstanding debts, and whether any creditors challenge the process.
Key Risk: The One-Year Deadline
If the liquidation is not completed within one year from the registration of dissolution, the Trade Register may convert the process to a judicial procedure or impose sanctions. This deadline is frequently missed by companies that start the dissolution process without adequate preparation — particularly foreign-owned companies where coordination between the shareholders, the liquidator, the accountant, and the Romanian authorities is slower due to distance and language barriers.
Before You File: Compliance Housekeeping
Regardless of which procedure you follow, the company must be in good standing with ANAF (the tax authority) and the Trade Register before the dissolution can be processed. In practice, this means all annual financial statements must have been filed (deadline: 31 May each year), all tax returns must be current (monthly/quarterly declarations, VAT returns if applicable), the company must not be flagged as fiscally inactive by ANAF, the CAEN Rev 3 reclassification must be completed (if the company was incorporated before 1 January 2026 — deadline: 25 September 2026), and the company's bank account must be active (under Law 239/2025, companies without a bank account may be declared fiscally inactive).
If any of these obligations are outstanding, they must be resolved before filing for dissolution. ANAF will not issue a tax clearance certificate — and the Trade Register will not process the strike-off — until the company's fiscal situation is fully regularised.
This is the step that most frequently causes delays for foreign owners. The company may have been dormant for months or years, financial statements may not have been filed, and the accountant may have stopped working on the file. Sorting this out takes time and often requires engaging both a lawyer and an accountant.
Tax Implications of Closing an SRL
Distribution of Assets to Shareholders
When the company distributes its remaining assets to shareholders upon dissolution — whether in cash or in kind (including real estate) — the distribution is treated as a liquidation dividend. The taxable amount is the difference between the value of the assets distributed and the fiscal value of the shareholder's participation (i.e., their share capital contribution).
The liquidation dividend is subject to 16% withholding tax (the dividend tax rate applicable from 1 January 2026). In addition, CASS (health insurance contribution) at 10% may apply on the dividend income if it exceeds the thresholds based on multiples of the minimum gross wage (6, 12, or 24 minimum wages), depending on the shareholder's total dividend income for the year. You can estimate the tax impact using our Romania Tax Calculator.
VAT Considerations
If the company is a VAT payer and distributes assets that are subject to VAT (such as new buildings or building land as defined by the Tax Code), VAT obligations may arise on the transfer. This requires careful analysis on a case-by-case basis. For most small SRLs distributing only a cash balance, VAT is not a concern.
Real Estate Transfers
If the company owns real estate and the shareholders receive it as part of the liquidation distribution, additional steps are required beyond the Trade Register procedure. The transfer must be formalised through a notarial deed for the Land Book registration. While Article 235(4) of Law 31/1990 provides that the Trade Register's certificate serves as a basis for Land Book registration, practice varies — some Land Book offices may request additional documentation. Notary fees and local transfer taxes may apply. Our real estate law team regularly handles these transfers for foreign clients.
When Simplified Dissolution Is Not an Option
There are situations where the simplified procedure under Art. 235 cannot be used.
If the company is insolvent — meaning it cannot pay its debts as they fall due — voluntary dissolution is prohibited. The only option is insolvency proceedings under Law 85/2014, which involve a court-supervised process, an insolvency practitioner, and significantly higher costs and longer timelines. Our litigation and dispute resolution team can advise on insolvency scenarios.
If the shareholders disagree on how to distribute the assets, the simplified procedure requires unanimity on asset distribution. Without it, a liquidator must be appointed.
If creditors refuse to agree to the settlement or regularisation of liabilities, their opposition blocks the simplified route. Standard liquidation with a liquidator is then required.
If the company has been declared fiscally inactive by ANAF, the company must first be reactivated — which involves clearing all outstanding fiscal obligations — before dissolution can proceed.
Common Mistakes Foreign Owners Make
Based on our experience advising foreign entrepreneurs on company closures, the most common issues are starting dissolution without clearing outstanding accounting and tax filings (this causes delays of months), underestimating the time needed to close the company's bank account (banks can take 2–4 weeks to process the closure, and the account should be closed after the Trade Register strike-off, not before — since the company needs to receive any final payments and pay the Official Gazette fees), failing to cancel the company's e-Factura registration and other ANAF registrations, losing contact with the Romanian accountant who was handling the company's filings, and not obtaining a tax clearance certificate from ANAF before filing for dissolution.
All of these are avoidable with proper planning. The most efficient approach is to engage a Romanian lawyer and accountant at the outset, conduct a compliance audit of the company's status, resolve any outstanding issues, and only then proceed with the dissolution filing.
Costs
For a straightforward simplified dissolution of a small, debt-free SRL with a sole foreign shareholder, the typical costs in 2026 are ONRC filing fees and Official Gazette publication fees (approximately RON 200–400 in total), accountant fees for preparing final financial statements and tax filings (varies, typically RON 1,000–3,000 depending on the state of the company's books), and legal fees for handling the entire procedure, including ONRC filings and ANAF coordination.
Frequently Asked Questions
Can I close my Romanian SRL without coming to Romania?
Yes. The entire procedure — both simplified and standard — can be handled remotely. Under Romanian law (Law 51/1995), a legal assistance contract signed with a Romanian attorney grants full power of representation before the Trade Register (ONRC), ANAF, banks, and any other public authority. No notarised or apostilled power of attorney is required. You sign the engagement letter remotely, and your attorney handles everything from dissolution filing to final strike-off.
How long does the simplified procedure take?
Six to eight weeks from the initial filing to the final strike-off, assuming the company's accounting and tax filings are current and no creditor oppositions are filed.
What if my company has been dormant and I haven't filed financial statements?
You must bring the company into compliance before filing for dissolution. This means filing all overdue financial statements and tax returns, paying any fines for late filing, and obtaining a tax clearance certificate from ANAF. This preparatory phase can take several weeks to several months, depending on how many years of filings are outstanding. See our guide on fiscal inactivity for more details.
What happens to the company's bank account balance?
The remaining balance is distributed to shareholders as part of the liquidation dividend, subject to 16% dividend withholding tax. The bank account should be closed after the company is struck off from the Trade Register. Read our bank account guide for practical tips on managing the process with Romanian banks.
Can I close my company if it has been declared fiscally inactive?
Not directly. You must first reactivate the company by resolving the cause of inactivity (filing missing financial statements, opening a bank account, etc.), and then proceed with dissolution. Alternatively, ANAF may initiate ex officio dissolution for companies that remain fiscally inactive for extended periods under Law 239/2025 — but this is not a process you control, and it can result in personal liability for the administrator.
What if I own real estate through the SRL?
The real estate can be transferred to you as part of the dissolution distribution. Ownership transfers at the moment of strike-off. You will need to register the property in your name in the Land Book, using the Trade Register's certificate and, in practice, a notarial deed. The transfer is subject to dividend taxation on the difference between the property's market value and your share capital contribution.
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