What happens if the registered office expires?

The registered office is the official address of a company and plays a crucial role in its operations. It is chosen at the establishment of the company, being one of the requirements imposed by the National Trade Register Office (ONRC) for registering the business. The expiration of the registered office can have significant legal and fiscal consequences for both the company and its legal representatives. In this article, we will analyze these implications, as well as the steps needed to resolve such a situation.

The Importance of Checking the Validity of the Registered Office

Constantly checking the validity of the registered office is essential, considering the negative consequences that both the company and its legal representatives may face. According to Article 237² paragraph (1) letter a) of Law No. 31/1990 on companies, if the conditions regarding the registered office are not met due to the expiration of the contract that certifies the right to use the space, the National Trade Register Office may determine ex officio that the conditions for dissolving the company are met. After following the procedure provided by Article 237² paragraphs (2)-(10), the mention of dissolution will be recorded in the trade register.

Consequences of the Expiration of the Registered Office

➡️ Legal Issues
The expiration of the registered office can lead to:

1. Activity Cessation: A company with an expired registered office cannot legally carry out commercial activities, which may lead to the suspension or dissolution of the company.
2. Dissolution of the Company: According to the legislation, if the conditions regarding the registered office are not met, the company may be dissolved.

➡️ Fiscal Implications
From a fiscal perspective, if the duration of holding the registered office has expired, the legal entity payer may be declared inactive, but this happens only after a period of 30 days from the notification sent to the company. Fiscal inactivity involves:

• Inclusion in the Fiscal Record: Inactivity will be recorded in the fiscal record of the legal entity and its legal or designated representatives.
• Activity Restrictions: Individuals who were legal representatives of a company declared fiscally inactive will not be able to make registrations in the trade register that require the presentation of a fiscal record certificate.

Procedure for Updating the Registered Office

If a company finds that its registered office has expired, it must follow these steps:

1. Identify a New Address: Find a suitable space for the registered office.
2. Update in the Trade Register: Submit an application to update the registered office within 15 days of the change.
3. Obtain Necessary Documents: Gather supporting documents, such as ownership documents or lease contracts.
4. Notify Competent Authorities: Inform the tax authorities of the new registered office.

Conclusion
It is essential to keep the registered office valid at all times. Remember, the registered office is the official address of the company. State institutions need a valid address where they can contact you and send official letters and documents. Constantly monitoring the validity of the registered office is a crucial responsibility for entrepreneurs, who must ensure that the information is updated and correct. Ignoring this aspect not only risks the legality of business operations but also impacts the fiscal reputation of legal representatives, affecting their long-term ability to operate in the business environment.