The permanent cessation of a company’s activities, particularly in the case of a limited liability company (SRL) where the associates or sole associate approve the resolution for dissolution, involves a two-stage process spread over a considerable period. Specifically, closing a company (SRL) involves dissolution, liquidation, and removal from the Commercial Registry records.
According to Article 235 of the Commercial Companies Law regarding limited liability companies, associates may decide, along with dissolution and with the quorum and majority specified for amending the articles of incorporation, the method of liquidating the company. This is done when they agree on the distribution and liquidation of the company’s assets and ensure the settlement of liabilities in accordance with creditors. Unanimous associate votes can also decide how the remaining assets, after paying off creditors, will be divided among the associates.
In limited liability companies, associates may decide, upon dissolution, on the liquidation method without appointing a liquidator and without going through the liquidation stages outlined in Law 31/1990, provided that the company’s liabilities are fully settled or adjusted in agreement with the creditors.
Legally, dissolution is subject to the publicity requirements necessary for amending the articles of incorporation, namely, registering the mention in the trade register and publishing it in the Official Gazette.
The only exception is when dissolution occurs automatically by the expiration of the term for which the company was established. In this case, as the date of the company’s termination is public and known to third parties, being recorded in the articles of incorporation, these publicity measures are not required.
The entire dissolution procedure unfolds in two steps:
1. Voluntary dissolution and liquidation:
In this stage, the general assembly of associates/the decision of the sole associate prepares the resolution containing all the details regarding the method of dissolution and liquidation of the company. Legally, the dissolution of the company results in initiating the liquidation process. Once dissolved, the company automatically enters the liquidation phase, during which social creditors are paid from the patrimonial assets, and the remaining assets are distributed among the associates.
Dissolution without liquidation occurs in the case of the total merger or division of the company or in other cases stipulated by law. In these latter cases, dissolution is not followed by liquidation but materializes in the complete transfer of the dissolved company’s assets to the beneficiary company or companies of the merger or division.
2. Company deregistration:
This takes place 30 days after the publication in the Official Gazette of the resolution/decision to dissolve and liquidate the company. After the first stage, the decision must be sent for publication in the Official Gazette, allowing parties with claims against the company to raise objections if necessary, in accordance with Article 61-62 of Law 31/1990. After deregistration, the company’s bank accounts will be closed, and no further transactions can be conducted on behalf of the company.
It is essential to note that, in terms of the legal effects of the company’s dissolution, the legal personality of the dissolved company persists only until the conclusion of the liquidation and only for the operations related to the liquidation. The moment of concluding the liquidation is practically the moment of deregistering the company from the trade register because, according to the provisions of Article 235(3) of Law 31/1990, the transfer of property rights from the company to the associates, regarding the assets remaining after paying creditors, occurs on the date of the company’s deregistration from the trade register.
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Alexandra Florescu – Attorney at law
