Resolution approving an SRL's annual accounts (Romania)

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The annual resolution of a Romanian SRL's sole member or general meeting: it approves the year's financial statements, with the balance-sheet total and the net result, decides how the profit is allocated — dividends included — or the loss covered, and discharges the administrator. The accounts are filed with ANAF within 150 days of the year end.

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Common questions

By when must a Romanian SRL approve and file its annual accounts?

The members approve them at the annual meeting, and the company files them with ANAF within 150 days of the end of the financial year — for a calendar year, at the end of May (art. 36 of Accounting Law no. 82/1991). Late filing is fined.

How are dividends shared among an SRL's members?

In proportion to each member's share of the capital, unless the articles say otherwise (art. 67 of Law no. 31/1990), and only out of the profit shown in the approved accounts. They are paid by the date the members set, and dividend tax is withheld at source.

What does discharging the administrator mean?

The members' approval of how the administrator ran the company during the year. It does not bar a liability claim for facts the members did not know of when they voted, but it shows the year's management was accepted.