This Ordinance brings some changes to the Company Law no. 32/1990. According to changes, liquidation of companies will end within maximum one year from the date of dissolution, instead of 3 years, as was previously stated. For good reasons, the court may extend this period to periods of six months but not more than 24 months cumulatively.
Liquidation does not exempt the shareholders and does not hinder the opening of the bankruptcy procedures for a company. Within 30 days of the dissolution shall be appointed liquidators which, within 60 days of appointment, must submit a report to the Trade Register on the economic situation of society. If, according to the report, the debtor meets the simplified procedure for opening insolvency, the liquidator is obliged to request the opening of this procedure within 15 days after filing the report.
At the end of a period of 6 months of appointment, the liquidator must file with the Trade Register a progress report on the liquidation operations. On expiry of the period of one year from the date of dissolution, the liquidator must file a new report from the Trade Register Office, accompanied, if necessary, by the court’s decision extending the liquidation, to be mentioned in the trade register.
For each additional time for liquidation, the liquidator is obliged to submit the court’s decision to the Trade Register, and the progress report on the liquidation operations.
Failure of submission of reports is a contravention and is punished with fine from 50 lei to 100 lei. Finding contraventions and application of sanctions is made ex officio or following referral of any interested party.
Within 15 days from the completion of liquidation, the liquidators shall submit the request for cancellation of the Company in the trade register under the sanction of a judicial fine of 200 lei for each day of delay, which will be applied by the district court where he is head trader, after the appeal to any interested party. Judge’s ordering liquidator amendment is enforceable and can be appealed.
If, within 3 months from the original deadline for the liquidation, after being prolonged by the court, if it was the case, the Trade Register Office has not been notified of any request for cancellation or no request for appointing a liquidator was asked, the company is removed automatically from the trade register. Deletion is decided by the court ruling ordering the trade or business section of the court in whose constituency is the company headquarters, pronounced at the request of the National Trade Register Office, summoning the company and the ANAF or general direction of the county public finances or of Bucharest , respectively.
Remaining assets of the Company removed from the register of companies return to the shareholders, which are responsible to the amount to cover the debts, under the Code of Civil Procedure.
These provisions shall apply accordingly to all categories of legal persons registered in Trade Register.
Moreover, these provisions will apply to the procedures for voluntary dissolution or liquidation outstanding on the effective date of this Ordinance.
As an exception, companies which – on the effective date of this Ordinance – have been in voluntary dissolution or liquidation for more than three years will be deleted from the Trade Register.
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