Limited Liability Company dissolution

 

Best price! Fee starting from 600 RON! LLC dissolution, Reinvent Consulting


"Closing down the Company" or "company dissolution", is a journey with three stops:

  • Dissolution of the company;
  • Liquidation of the company assets;
  • Deletion of the company from the Trade Register records.

 

Briefly, Dissolution-Liquidation-Deletion. The law may seem difficult to understand for people without legal training, so we summarized here some general information regarding this procedure.

Dissolution may be a consequence of a legal or factual situation, but can also be the result of the partner/s` will (in case of voluntary dissolution) or other persons, factors, institutions, external circumstances etc. Dissolution of the company is followed by  liquidating the company assets.

In case of voluntary liquidation, after the company pays the debts to creditors, partners may agree on the distribution of remaining assets. If they do not reach an agreement, the liquidation procedure is conducted according to the law (with the appointment of a liquidator).

In case the company locates itself in insolvency or imminent insolvency, the termination of the legal entity existence will be done through the bankruptcy procedure.

In the case of voluntary liquidation, if the company had one partner, after the payment of the possible debts, the corporate assets are transmitted, without liquidation, to the sole partner and the company ceases to exist after the expiry of an introduction term for the opposition (if no opposition was made) or  starting from the date on which the opposition rejecting decision (or, depending on the case, finds that the debts were covered) became irrevocable.

In case the company locates itself in insolvency or imminent insolvency, the termination of the legal entity existence will be done through the bankruptcy procedure.

The final step, deletion, follows naturally after the aforementioned procedures. Once we obtain the certificate of deletion, the legal entity ceases to exist.

Our deletion service is complete: it includes legal work, as well as all necessary accounting procedures.

You can find the tariffs by clicking HERE.

Types and steps


Steps in closing an LLC 
As we have seen, the dissolution of companies can occur in the following situations: when the company`s lifetime is approaching its end, when it becomes impossible to achieve the object of activity, in case of company invalidation, at the will of the general assembly, as a result of a court decision, at the request of any partner - with good reasons, in case of bankruptcy, or in other cases, following the law or the company`s document of incorporation

As you know, there are companies with one or more partners that need to give or not their agreement regarding the choice of the liquidator, we can also talk about multiple types of voluntary dissolution with 2 or 3 steps; the duration of this kind of procedure is about 2 - 3 months from the moment the documents file is prepared for the first step.
These are the following steps:

1. Voluntary Dissolution and voluntary liquidation, a company with a sole partner - steps and documents required:
Step 1: Request the Amendment Registration

  • Sole partner decision of dissolution with the mention of the  mandate termination of members of the administration / management (original)

If applicable:

  • Special Power of Attorney (in original) and delegation for persons appointed to resolve the legal formalities (original),
  • Prior authorizations as provided by special laws (e.g. Environment Agency).
  • Proof of payment of legal fees (original judicial stamp tax,  legal stamps tax,  Register tax, the fee for publication in the Official Gazette Part IV).

Step 2- deletion

  1. Deletion request,
  2. Registration certificate and its annexes (original),
  3. The financial situation of liquidation,
  4. The decision of the company asset relocation (copy),
  5. Certificate from the Financial Administration which shows that the company has no debts to the state budget or social contributions,
  6. Empowering the person designated to perform legal formalities, if applicable, in original (special power of attorney in original, lawyers or delegation),
  7. Proof of tax payment (original judicial stamp tax, legal stamps, Registry tax, fees for publication in the Official Gazette Part IV if needed).

2. Voluntary Dissolution and voluntary liquidation, a company with two or more associates - steps and documents required:
Step 1:

  • Request an Amendment Registration,

General Assembly’s decision to dissolve and - simultaneously - liquidate the company by unanimous agreement of shareholders to divide the assets remaining after payment of creditors to all shareholders, with the mention of mandate termination for members of the administration / management (original),
If applicable:

  • Special Power of Attorney (in original) and delegation for persons appointed to resolve the legal formalities (original)
  • prior authorizations as provided by special laws (e.g. Environment Agency),
  • Proof of payment of legal fees (original judicial stamp tax, legal stamps tax, Registry tax, the fee for publication in the Official Gazette Part IV).

Step 2- deletion

  • Deletion request,
  • Registration certificate and its annexes (original),
  • The financial situation of liquidation,
  • The general assembly decision upon  the company asset relocation (copy),
  • Certificate from the Financial Administration which shows that the company has no debts to the state budget or social contributions,
  • Power of attorney for the person designated to perform legal formalities , if applicable, in original (special power of attorney in original or delegation),
  • Proof of tax payment (original judicial stamp tax, legal stamps, Registry tax, fees for publication in the Official Gazette Part IV if needed).

3. Voluntary dissolution and liquidation with the appointment of a liquidator (company with two or more partners) - stages and documents required:
- If partners do not agree on the division of the company patrimony after debt payments;
Step 1: 

  • Documents Submission and Document Amendment Request (original),
  • General Assembly decision to dissolve and - simultaneously - liquidate the company by unanimous agreement of partners to divide the assets remaining after payment of creditors to all partners with the mention of the mandate termination for members of the administration / management (original),
  • If applicable: 
  • Special Power of Attorney (in original) and delegation for persons appointed to resolve the legal formalities (original); 
  • Proof of payment of legal fees:

 

  • judicial stamp tax (original),
  • legal stamps tax, 
  • Registry tax, 
  • Fees for publication in the Official Gazette Part IV).

Step 2 (after 30 days since the publication in the Official Gazette of the Decision): 
Registration request (original);
Administration agreement signed between the company subject to the procedure of dissolution and liquidation and the liquidator, a legal person, 
Statements made by the liquidators and the statements made by individual liquidators appointed to represent the legal person, showing  they meet the legal requirements for holding this quality (original);
If applicable:
prior authorization as provided by special laws (copy);
special power of attorney for persons appointed to resolve the  legal formalities (original).
Proof of payment of legal fees:

 

  • judicial stamp tax (original),
  • legal stamps tax, 
  • Registry tax, 
  • fees for publication in the Official Gazette Part IV).

Step 3 (after the liquidation has been performed):

  • Request for Deletion (original);
  • Financial situation of liquidation approved by partners;
  • The decision of asset allocation approved by partners (copy);
  • Registration certificate and annex / annexes (original);
  • Certificate issued by Financial Administration (certificate of fiscal attestation) which demonstrates that the company has no debts to the state budget and / or social contributions (original);
  • In the case of Joint Stock Companies we will also have to submit the following, if applicable :
  • acknowledge brought to managers and auditors' report on management / auditors if one or several administrators from the Joint Stock Companies were appointed as liquidators(original);
  • Joint Stock Companies registries.
  • If necessary, special power of attorney  (in authentic form) or delegation for persons appointed to resolve legal formalities (original),
  • Evidence of payment of taxes / legal fees: judicial stamp tax, (original) judicial stamps, tax Registry - if applicable - fees for publication in the Official Gazette Part IV.

4. Voluntary dissolution and liquidation of companies with several partners with the appointment of a liquidator.
Step 1

  • Registration  Request (original),
  • General Assembly decision to dissolve the company and to appoint a liquidator,
  • Statement of the liquidator that he/ she holds this quality (original),
  • Specimen signature of the a liquidator (original),
  • Proof of payment of legal fees (judicial stamp tax, judiciary stamp, Registry fee, the fee for publication in the Official Gazette Part IV).

Step 2 

  • Request of Deletion (original)
  • The financial situation of liquidation and asset distribution project (copy),
  • The report of liquidators,
  • Registration Certificate with its annexes (original),
  • Certificate from the Financial Administration which shows that there are no debts to the state budget / or social contributions (copy),
  • Proof of payment of legal taxes.

Tariffs

 

Closing an LLC:

  • Dissolution: 300 RON ( VAT and taxes NOT included)Dissolution fee, LLC dissolution

  • Deletion: 300 RON ( VAT and taxes NOT included)

  •  

Depending on the situation, the price for voluntary dissolution/ liquidation may differ.

The final price will be established following a discussion with one of our consultants.

Elements considered in pricing are:

  • number of partners,

  • county where the company is registered,

  • existence or non-existence of previous activities of the company,

  • existence / non-existence of the agreement on the appointment of a liquidator,

  • other elements.

 

For a company with one partner and free of debt with the registered office in Bucharest, prices start at 600 RON (VAT and taxes NOT included). Duration of the procedure is about 2-3 months from the moment the file for the first stage contains all documents.

If you wish, we can also provide services towards the preparation of financial situation liquidation:

  • Liquidation balance, registered at the Trade Register and at the Financial Administration: 450 RON
  • Accounting operations for dissolution: 450 RON

Also, other factors that may influence the tariffs are: possible reconstructions of some after statements, or additional trips, or even rebuilding all financial and accounting records.

The value of allocated time will be calculated as follows:

The tariffs shown include up to 30 minutes of commercial and marketing consultancy; what goes beyond those minutes is charged. For consultancy that exceeds 30 minutes but is less than 1 hour and 30 minutes the rate is 200 RON. For what exceeds 1 hour and 30 minutes the rate is 400 RON

 

We can receive the description of your situation at the next email address: consultanta.comerciala@reinventconsulting.ro. We will respond to your request in due time and you will receive guidance and a price evaluation.

To schedule an appointment call 021-318.69.60.

 

Do you need help? Contact us!

Our consultants are at your service from Monday to Friday, 9.00 am - 17.30 pm. 

(021) 318.69.60

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