STRIKING OFF AND LIQUIDATION OF GENERAL PARTNERSHIP, LIMITED PARTNERSHIP, PRIVATE LIMITED COMPANY AND PARTNERSHIP LIMITED BY SHARES

The procedure is carried out in four phases.

Phase I

• The registration of the submission in the trade register of the decision of the general assembly of partners/shareholders on the dissolution and the appointment of the liquidator.
• The application for submission and mentioning acts and the required documents are available on the NTRO’s webpage and they can be found at Phase I:
• https://www.onrc.ro/index.php/en/dizolvari-lichidari-radieri-2/persoane-juridice-2/dizolvarea-si-lichidarea-urmare-decesului-2

Phase II

• The registration of the decision of the general assembly of partners/shareholders on the dissolution and the appointment of the liquidator and, as appropriate, of the final court decision when the liquidator was appointed by the court of law.
• The submission of the application for registration may be carried out only after passing 30 days from the publication of the general assembly decision of the shareholders in the Official Gazette of Romania, Part IV.
• The application for registration and the required documents are available on the webpage of NTRO and they may be found at Phase II:
• https://www.onrc.ro/index.php/en/dizolvari-lichidari-radieri-2/persoane-juridice-2/dizolvarea-si-lichidarea-urmare-decesului-2

Phase III

• Înregistrarea depunerii situaţiei financiare de lichidare şi de repartizare a activului aprobată de asociaţi/acţionari.
• The application for submission and mentioning acts and the required documents are available on the webpage of NTRO and they can be found at Phase III:
• https://www.onrc.ro/index.php/en/dizolvari-lichidari-radieri-2/persoane-juridice-2/dizolvarea-si-lichidarea-urmare-decesului-2

Phase IV

• The registration of the strike off of the company.
• The application for striking off may be submitted only after 15 days, respectively 30 days (for partnership limited by shares - SCA and public limited company - SA) from the publication date of the financial statement of liquidation and of allocation of the assets on the NTRO’s webpage or in the Official Gazette of Romania, Part. IV.
• The application for striking off and the required documents are available on NTRO’s webpage and they can be found at Phase IV:
• https://www.onrc.ro/index.php/en/dizolvari-lichidari-radieri-2/persoane-juridice-2/dizolvarea-si-lichidarea-urmare-decesului-2

Settlement of the applications:

• The registration in the trade register of the dissolution/strike off of a legal person is carried out based on the motivated resolution of the director of the trade register office attached to the law court or of the person appointed through the decision of the director general of NTRO;
• The settlement of the applications for registration provided for shall be realised based on documents. Upon the express request of the part or of its representative, a public audience for the support and the settlement of the application shall be organised (in order to schedule an audience: programari@(the indicative of the county ex. tl).onrc.ro);
• The deadline for issuing the certificate of registration/strike off is of 3 working days, calculated since the registration date of the application or, as appropriate, since the date the application was completed with the required documents;
• For the operations of registration in the trade register, there shall not be paid fees and charges, but it needs to be paid a charge for the publication in the Official Gazette of Romania, Part IV, for the publication of the financial statement of liquidation and of allocation of the assets (for partnership limited by shares - SCA and public limited company - SA), which may be paid at the counter (cash or by bank card), through postal mandate or payment order. For the payment through bank transfer, the accounts may also be accessed https://www.onrc.ro/index.php/ro/conturi-iban;
• For the applications which are sent online through the services portal of NTRO https://portal.onrc.ro, the payment of the charges may also be carried out online on the portal https://portal.onrc.ro.

Way of appeal:
Against the resolution for settlement of the application for registration may be formulated a complaint to the court of law in the area where the registered office of the applicant is situated, within 15 days from its pronouncement, for the parties, and from the date of publication of the modifying document of the Articles of Association in the Official Gazette of Romania, Part IV, respectively Part VII, for any other stakeholder. In case of the resolutions of rejection of the application for registration and of the registrations which do not lead to the modification of the Articles of Association, a complaint may be formulated within 15 days from the pronouncement, for the parties, and from the publication date on the website of the National Trade Register Office or on its online services portal, for any stakeholder.