Resolution dissolving and winding up an SRL at once (Romania)

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The resolution of the sole member or the general meeting by which a dormant Romanian SRL is dissolved and wound up in one act, without a liquidator (art. 235 of Law no. 31/1990): the assets and debts, the statement that the debts are paid, how what is left is divided among the members, who keeps the records, and who handles the trade register.

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Common questions

What is simultaneous dissolution and liquidation of an SRL?

The simplified procedure by which the members decide, together with the dissolution and by the majority needed to amend the articles, to wind the company up themselves, without appointing a liquidator (art. 235 of Law no. 31/1990). It is used when the members agree on the winding-up and see that the debts are paid or settled with the creditors; sharing out what is left takes a unanimous vote — otherwise the ordinary liquidation follows.

Can creditors object to the dissolution?

Yes. The resolution is entered in the trade register and published, and creditors and anyone else harmed by it may object within 30 days of publication. Removal of the company from the register is applied for once that period has passed without objection, or after an objection has been dismissed.

What happens to the company's records after it is struck off?

The accounting records, payroll and other documents must be kept for the legal periods — some for years, payroll records longer still. The resolution names who keeps them, so that former employees and the authorities can find them.