How to Suspend the Activity of a Romanian SRL in 2026 and How to Resume It
In Brief
A Romanian limited liability company can temporarily suspend all commercial activity for a period of up to three years. The suspension is registered with the Trade Register and notified to ANAF. During the suspension, the company retains its legal personality, its CUI, its bank accounts, and its registered office. It cannot issue invoices, generate revenue, or employ staff. At the end of the suspension period, the company must either resume activity or commence dissolution. There is no third option.
Why Companies Suspend Rather Than Close
Dissolution is irreversible. Suspension is not. A company that has temporarily lost its revenue source, that is waiting for regulatory approval, or whose shareholder is restructuring a cross-border group may need the entity to remain legally alive without generating ongoing fiscal obligations.
Suspension is not an escape from compliance. It is a structured pause with clear legal boundaries. Understanding those boundaries is the difference between a company that resumes cleanly and one that ANAF declares fiscally inactive, triggering a dissolution request the shareholder never intended.
| Factor | Suspension | Dissolution |
|---|---|---|
| Legal personality | Retained | Extinguished upon deregistration |
| CUI / Tax ID | Unchanged | Cancelled permanently |
| Bank accounts | Remain open | Closed during liquidation |
| Duration | Maximum 3 years | 6 to 68 weeks (simplified) or 12+ months (standard) |
| Reversibility | Resume at any time with a single filing | Irreversible once deregistered |
| Tax returns during period | Exempt (with derogatory regime) | Required until deregistration |
| Employees | Must be suspended or terminated first | Must be terminated |
| Timeline to complete | 3 to 5 working days | 6 weeks minimum |
Legal Framework
The right to suspend activity derives from Article 237 of Companies Law No. 31/1990, read together with Law No. 265/2022 (the Trade Register Law) and the Fiscal Procedure Code (Law No. 207/2015). The procedure is governed operationally by ONRC internal norms and ANAF Order No. 889/2016 (the derogatory filing regime).
Since 18 December 2025, Law No. 239/2025 introduced additional consequences for companies that remain suspended beyond three years without resuming activity or dissolving.
Maximum Duration
Three years from the date of registration of the suspension in the Trade Register. The shareholders may choose a shorter period. The period must be explicitly stated in the resolution.
If the three-year period expires and no resumption filing is made, the company does not resume automatically. It remains in a state of limbo that ANAF treats as fiscal inactivity. Under the current regime, this exposes the company to dissolution proceedings within 12 months.
What the Company Can and Cannot Do During Suspension
Permitted:
Maintain bank accounts and manage existing funds. Collect receivables from invoices issued before the suspension date. Pay administrative expenses (rent for the registered office, accounting fees, bank charges). Defend its position in litigation commenced before or during the suspension. File annual financial statements.
Prohibited:
Issue invoices. Register revenue. Employ staff or maintain active employment contracts (individual employment contracts must be suspended under Article 52 of the Labour Code before the company suspends at the Trade Register). Deduct VAT on purchases. Carry out any activity declared in the Articles of Association.
Maintain bank accounts and manage existing funds
Collect receivables from invoices issued before suspension
Pay administrative expenses (rent, accounting, bank charges)
Defend its position in litigation
File annual financial statements
Issue invoices or register revenue
Employ staff or maintain active employment contracts
Deduct VAT on purchases
Carry out any declared activity (CAEN codes)
Apply for new licences or authorisations
Effect on VAT Registration
The suspension triggers automatic cancellation of the company’s VAT registration code by ANAF. This occurs under Article 316(11)(e) of the Fiscal Code. The company loses the right to deduct input VAT for the entire suspension period.
Upon resumption, the company must apply for re-registration in VAT purposes by filing Form 099. The original VAT code is reinstated. The effective date of re-registration is the date of communication of ANAF’s re-registration decision.
Effect on Employment
All individual employment contracts must be suspended or terminated before the company files for suspension at the Trade Register. The legal basis for suspension of employment contracts in this scenario is Article 52(1)c of the Labour Code (temporary interruption of activity without liquidation).
Employers cannot terminate employment contracts solely by reason of company suspension. If employees refuse to accept contract suspension, the company must either negotiate termination by agreement or continue paying salaries throughout the suspension period, which contradicts the prohibition on carrying out activity.
The practical sequence is: resolve the employment situation first, then file for company suspension.
The Derogatory Filing Regime (ANAF)
By default, a suspended company remains obliged to file all tax returns with zero values. This includes Form 100, Form 101, Form 112, Form 120, and Form 300.
ANAF Order No. 889/2016 provides an alternative: the derogatory declaration regime. If approved, the company is exempted from filing these returns for the duration of the suspension (up to three years). The exemption does not cover annual financial statements, which must still be filed.
Conditions for the derogatory regime (cumulative):
The company must not carry out any activity of any kind. It must not derive operating, financial, or extraordinary income. It must have no employed personnel. It must have no income subject to withholding tax. All prior tax obligations must be fulfilled (declarations filed, debts paid). The company must not be under ongoing tax inspection. It must not have a pending VAT refund application. It must not already appear on the list of fiscally inactive taxpayers. The temporary inactivity must be registered in the Trade Register.
How to apply:
File the application with the competent ANAF office, attaching a copy of the Trade Register extract confirming the suspension. ANAF issues a decision approving or rejecting the application. If approved, the regime begins from the date stated in the decision and ends on the earlier of: the approved end date, the date a validity condition ceases to be met, or the date new reporting obligations are introduced by law.
The regime can be extended only by filing a new application.
Procedure: Suspension
Step 1. Adopt the resolution.
The General Meeting of Associates (or the sole shareholder, by written decision) resolves to suspend the company’s activity. The resolution must state: the decision to suspend, the duration of suspension (maximum three years), the start date, and the authorisation of the administrator or a representative to file with the Trade Register.
Step 2. Prepare the declaration on own responsibility.
ONRC Form 11-10-168: a standard form declaring that the company does not carry out any of its stated activities at the registered office, at secondary offices, or elsewhere, for the stated suspension period.
Step 3. File with the Trade Register.
Submit to the Trade Register office in whose jurisdiction the company has its registered office:
Registration application (ONRC Form 11-10-150, original).
Declaration on own responsibility (Form 11-10-168, original).
General Meeting resolution (or sole shareholder decision), original.
Proof of payment of the Official Gazette publication fee.
Power of attorney or mandate document, if filed by a representative (notarised; apostille if signed abroad).
Filing can be done in person, by post, by courier, or electronically with a qualified electronic signature.
Step 4. Registrar processes the application.
Processing time: 1 working day. The registrar may request additional supporting documents. The conclusion is published in the Electronic Bulletin of the Trade Register (BERC).
Step 5. ANAF is notified automatically.
The Trade Register communicates the suspension to ANAF. The VAT code is cancelled. The company should then apply for the derogatory filing regime (see above).
Procedure: Resumption
Resumption does not happen automatically. At the end of the suspension period (or earlier, at the shareholders’ discretion), a separate filing must be made.
Step 1. Adopt the resolution to resume.
The General Meeting resolves to resume activity. The resolution states the date of resumption.
Step 2. Prepare the declaration on own responsibility for resumption.
A different standard form (ONRC Form 3 for resumption): a declaration that the company fulfils all operating conditions required by applicable legislation (sanitary, veterinary, environmental, labour protection) for the activities stated in the Articles of Association.
Step 3. File with the Trade Register.
Submit:
Registration application (Form 11-10-150, original).
Declaration on own responsibility for resumption (original).
General Meeting resolution (original).
Proof of payment of the Official Gazette publication fee.
Power of attorney, if applicable.
Processing time: 1 working day.
Step 4. Re-register for VAT (if applicable).
File Form 099 with ANAF. ANAF issues a new VAT registration decision. The original VAT code is reinstated from the date of communication of the decision.
Step 5. Update ANAF vector.
File Form 010 (or Form 700 electronically) to update the fiscal vector and re-activate all reporting obligations.
Step 6. Reinstate employment contracts (if applicable).
Employment contracts previously suspended under Article 52(1)© resume. File any necessary notifications with the local labour inspectorate (ITM).
Costs
There is no ONRC registration fee. The only mandatory state cost is the Official Gazette publication fee: approximately RON 185 per manuscript page (2,000 characters including spaces). A 50% discount applies to filings made before 31 December 2026.
Professional fees for legal drafting, coordination, and filing are determined by complexity. A straightforward single-associate suspension is a fixed-fee operation.
| Document | Form / Source | Notes |
|---|---|---|
| Registration application | ONRC Form 11-10-150 | Original, signed by administrator or mandatary |
| Declaration on own responsibility (suspension) | ONRC Form 11-10-168 | States no activity at registered or secondary offices |
| Resolution of GMA / sole shareholder decision | Drafted by the company | Must include duration and start date |
| Proof of Gazette fee payment | Bank transfer or online payment | See costs below |
| Power of attorney | Notarised; apostille if abroad | Only if filed by a representative |
| Document | Form / Source | Notes |
|---|---|---|
| Registration application | ONRC Form 11-10-150 | Original |
| Declaration on own responsibility (resumption) | ONRC standard form | Declares compliance with operating conditions |
| Resolution of GMA / sole shareholder decision | Drafted by the company | States resumption date |
| Proof of Gazette fee payment | Bank transfer or online payment | See costs below |
| Power of attorney | Notarised; apostille if abroad | Only if filed by a representative |
| Form 099 (VAT re-registration) | ANAF | Filed separately with ANAF after Trade Register confirms resumption |
| Action | Duration |
|---|---|
| Suspension | |
| Resolve employment situation | 1 to 15 days (depends on staff) |
| Draft resolution and declarations | 1 working day |
| File with Trade Register | 1 working day processing |
| ANAF derogatory regime application | 15 to 30 days for approval |
| Total (suspension) | 3 to 5 working days (excluding employment resolution) |
| Resumption | |
| Resumption filing | 1 working day processing |
| VAT re-registration (Form 099) | 5 to 15 working days |
| Total (resumption) | 5 to 15 working days |
Tax Obligations That Survive Suspension
Even with the derogatory filing regime approved, the following obligations remain:
Annual financial statements must be filed within 150 days (or 120 days, depending on entity classification) after the end of the financial year. Failure to file annual financial statements for two consecutive years is now a trigger for fiscal inactivity under Law No. 239/2025.
If the company owns immovable property, local property tax remains due regardless of suspension status.
If the derogatory regime is not approved or not applied for, all standard tax returns must be filed with zero values on their normal deadlines.
What Happens If You Do Nothing After Three Years
The suspension expires. The company does not automatically resume. It enters a grey zone: no longer formally suspended but not actively operating. ANAF treats this as fiscal inactivity.
Under the current legal regime (Law No. 239/2025), ANAF will petition the court for dissolution of any company that has been fiscally inactive for more than one year. The court grants dissolution ex officio. The shareholders lose control of the timeline.
The solution is straightforward: before the three-year period expires, either file for resumption or commence voluntary dissolution. Both are preferable to involuntary dissolution, which carries reputational risk and may complicate the shareholders’ ability to establish new entities.
Interaction with Other Regulatory Obligations
Fiscal inactivity. A suspended company that fails to file annual financial statements, or whose derogatory regime application is rejected and which then misses standard filings, will be declared fiscally inactive by ANAF. This is a distinct status from voluntary suspension. It carries fines, VAT deduction loss, and triggers dissolution proceedings.
Bank account. Since 18 December 2025, every Romanian company must maintain a Romanian bank account. A suspended company should keep its account open. Closing the account during suspension can trigger ANAF to declare the company fiscally inactive.
CAEN Rev. 3 reclassification. The deadline for updating CAEN codes is 25 September 2026. A suspended company is not exempt. The reclassification should be filed either before suspension or bundled with resumption.
Registered office. The lease agreement for the registered office must remain valid throughout the suspension period. If the lease expires during suspension and is not renewed, the Trade Register registrar may refuse resumption.
Common Errors That Cause Rejection or Complications
Filing for suspension without first suspending or terminating all employment contracts. The Trade Register may process the filing, but ANAF will identify the inconsistency and may deny the derogatory regime.
Omitting the duration of suspension from the resolution. The registrar requires a specific end date or a stated duration not exceeding three years.
Failing to apply for the derogatory filing regime after suspension. The company remains obliged to file zero-value returns monthly. Missing these triggers fiscal inactivity declarations.
Allowing the registered office lease to expire during suspension. Upon resumption, the Trade Register will require proof of a valid registered office.
Filing for suspension while a VAT refund application is pending. ANAF will reject the derogatory regime application.
Without it, your company must still file Forms 100, 101, 112, 120, and 300 with zero values every month. Missing even one filing triggers ANAF's fiscal inactivity procedure. This is how companies that voluntarily suspended end up involuntarily dissolved.
Practical Considerations for Foreign Shareholders
The entire suspension and resumption procedure can be completed remotely. The resolution can be signed abroad. If the signatory is outside Romania, a notarised power of attorney with apostille is required for the Trade Register representative.
If the company has no employees at the time of suspension, the employment step is eliminated and the process is reduced to preparing two documents (resolution and declaration), paying the Gazette fee, and filing.
Suspension can be bundled with other amendments. If the company also needs to update its CAEN codes, change its registered office, or renew the administrator’s mandate before pausing operations, all filings can be submitted simultaneously.
Next Steps
Tell us your company’s current situation: active with employees, active without employees, or already partially inactive. We will confirm whether suspension is the correct path, prepare the resolution and declarations, file with the Trade Register, and apply for the derogatory regime with ANAF.
Ready to suspend your SRL?
Tell us whether you have employees, pending VAT refunds, or upcoming filing deadlines. We confirm the correct sequence, draft the documents, file with the Trade Register, and apply for the derogatory regime with ANAF.
We respond within 12 hours. Fixed fee for standard suspensions.
FAQ
Can I suspend my Romanian SRL remotely, without travelling to Romania?
Yes. The resolution is signed abroad (with apostille if required), a Romanian representative files with the Trade Register under power of attorney, and the derogatory regime application is submitted to ANAF electronically or by post.
How quickly can the suspension be registered?
The Trade Register processes the application within one working day of filing. Including document preparation, the suspension can be completed in three to five working days from instruction.
Do I still have to file tax returns during suspension?
If you obtain the derogatory filing regime from ANAF, you are exempt from filing Forms 100, 101, 112, 120, and 300. You must still file annual financial statements. If you do not obtain the derogatory regime, all returns must be filed with zero values.
What happens to my VAT code?
It is cancelled automatically upon suspension. Upon resumption, you re-apply using Form 099 and the original code is reinstated.
Can I resume activity before the three-year period expires?
Yes. Resumption can be filed at any time during the suspension period. There is no minimum suspension duration.
What happens if the three years expire and I do nothing?
The company does not resume automatically. ANAF will treat it as fiscally inactive and may petition the court for dissolution within 12 months.
This guide reflects the legal position as at 1 May 2026. Regulatory changes may affect specific steps or deadlines. For a compliance assessment of your company’s specific situation, contact us directly.
