📊 Tax

How to Close a Company in Romania: Dissolution, Strike-Off and the Tax on What You Take Out

To close a solvent Romanian SRL, the shareholders pass a dissolution resolution, the Trade Register publishes it, creditors get 30 days to object, the company settles what it owes, distributes what is left and is then struck off. If the shareholders agree on how to split the assets and the debts are paid, no liquidator is needed. Whatever you receive above the capital you contributed is taxed in Romania at 10% or 16%, depending on who and where you are.

That is the orderly route. In 2026 there is also a disorderly one: under Law no. 239/2025, a company left inactive for a year is pushed into dissolution by the tax authority itself. This guide covers both — the steps, the tax bill at company and shareholder level, and what “just abandoning it” now leads to.

Three ways a Romanian SRL ends

Route	Who starts it	Liquidator	Legal time frame
Simultaneous dissolution and liquidation (Companies Law, art. 235)	Shareholders	Not needed	30-day creditor opposition window, then strike-off
Dissolution followed by liquidation (art. 260)	Shareholders	Appointed	Liquidation to be finished within one year of the dissolution being registered, extendable on justified request
Dissolution of an inactive company (Law 239/2025, art. VIII)	ANAF and the Trade Register	Only if there are tax debts	Starts after one year of fiscal inactivity

Insolvency is a fourth exit, with its own law, and is outside the scope of this article. If the company cannot pay its debts, the voluntary routes below are not available.

Before you dissolve: two alternatives worth pricing

Suspending activity. A Romanian company can register a temporary suspension with the Trade Register for up to three years. It keeps the company alive, but it does not by itself stop tax filings, and when the three years run out you face the same decision.

Selling the shares. If the company has a clean history, contracts or licences, a buyer may want the shell. Since March 2026 a share transfer involves the tax authority as well — see transferring shares in a Romanian SRL.

If neither fits, dissolve. A dormant SRL still needs an accountant, annual financial statements and a Romanian payment account, and missing any of these now has consequences described further down.

The simplified route, step by step

Article 235 of the Companies Law lets the shareholders of an SRL decide the dissolution and the method of liquidation at the same time, provided they agree on how the company’s assets are distributed and they either pay the liabilities or settle them in agreement with the creditors.

1. Clean the company first. File every outstanding return, pay taxes and suppliers, collect receivables, end employment contracts and leases. The simplified route only works for a company whose debts are settled.

2. Pass the resolution. The decision is taken with the quorum and majority required for amending the articles of association. How the assets remaining after creditors are paid will be divided among shareholders requires a unanimous vote. A sole shareholder simply signs a decision. If you are abroad, this is normally signed under a power of attorney.

3. Registration and publication. The resolution is filed with the Trade Register and published in the Official Gazette, Part IV.

4. The 30-day window. Creditors and any other person prejudiced by the resolution can file an opposition within 30 days of publication (art. 62). The distribution and the strike-off request come only after this period has expired.

5. Final accounts and distribution. The company prepares liquidation financial statements showing its assets, receivables and how the remainder is shared, withholds the tax on shareholders’ gains (see below) and files for strike-off.

6. Strike-off. Ownership of any assets left after creditors are paid passes to the shareholders on the date the company is struck off the Trade Register. For distributed assets the Register issues each shareholder a certificate of ownership, which is what a land registry will ask for if real estate is involved.

7. Tax deregistration. The company’s tax record is closed with ANAF. Where a tax clearance certificate is needed for strike-off, the request form has a dedicated box for that purpose; if the company is under a tax inspection, the certificate is issued within 5 working days of the inspection decision.

How long does it take? The only fixed legal term on this route is the 30-day opposition period. Preparation before it and registry processing after it vary from case to case, so treat any promise of an exact date with caution.

Tax at company level

Profit tax. A company that dissolves with liquidation files its annual profit tax return and pays the tax by the date it files its financial statements with the tax office, not by the usual 25 June deadline. If liquidation runs past year-end, the period from the first day of the following year to the close of liquidation is treated as a single tax year.

Micro-company status. One of the conditions of the 1% micro-company regime is that the company is not in dissolution followed by liquidation registered with the Trade Register. Check with your accountant, before the resolution is filed, which regime applies to the final period.

VAT. A VAT-registered company that stops its economic activity must ask for its VAT registration to be cancelled within 15 days. More important for small companies: goods distributed to shareholders in a liquidation count as a supply for consideration if VAT was deducted when they were bought. A car, equipment or stock that you take over personally can therefore carry a VAT charge. Decide before the resolution which assets are sold and which are distributed.

Tax on what the shareholders receive

Romania taxes “income from the liquidation of a resident”. The taxable amount is the excess of the distributions, in cash or in kind, over the shareholder’s contribution to the share capital. Getting your original capital back is not taxed.

Shareholder	Romanian tax on the liquidation gain
Individual tax-resident in Romania	10%, final, withheld by the company
Individual resident in an EU member state or in a country with a tax treaty with Romania	10%, withheld by the company
Any other non-resident, including a foreign company	16%, withheld by the company

A tax treaty can reduce these rates if you give the company a valid certificate of tax residence, and your home country may tax the same gain under its own rules. For Romanian-resident individuals the tax is due by the date the final financial statements are filed with the Trade Register; for non-residents it is declared and paid by the 25th of the month after payment.

Worked example in RON

An Italian resident is the sole shareholder of a Romanian SRL. She contributed RON 5,000 as share capital. After all taxes and suppliers are paid, the company holds RON 305,000 in cash.

	Liquidation distribution
Distributed to the shareholder	RON 305,000
Less: contribution to share capital	RON 5,000
Taxable liquidation gain	RON 300,000
Romanian tax at 10%	RON 30,000
Received net of Romanian tax	RON 275,000

For comparison, the same RON 300,000 paid out as dividends while the company was operating would have carried 16% withholding, RON 48,000. The difference is real, but it is not a planning trick to be used lightly: it applies to a genuine liquidation, the company stops existing, and Italian tax on the gain is a separate question for her adviser at home.

If the same shares were held by a company in a non-treaty country, the Romanian rate would be 16%, or RON 48,000.

What happens if you simply walk away

Many foreign owners stop filing and assume the company will fade out. Since 2026 it does, but not quietly.

Step one: fiscal inactivity. ANAF declares a company inactive if, among other grounds, it files no returns during a calendar half-year. From 1 January 2026 two grounds were added: the company has no payment account in Romania (or with the State Treasury), or it has not filed annual financial statements within 5 months of the legal deadline. Closing the Romanian bank account before the company is struck off is therefore a mistake.

Step two: one year later. If an inactive company is not reactivated within one year of being declared inactive, the tax authority is obliged to request its dissolution — whether or not it has tax debts. A company with a temporary suspension registered at the Trade Register is left alone until that suspension expires.

Step three: the Trade Register procedure. The list of companies to be dissolved is published in the Trade Register’s electronic bulletin at least 5 calendar days in advance, then the registrar records the dissolution.

• No tax debts: if nobody asks for a liquidator within 20 days of the dissolution being recorded, the company is struck off ex officio.
• Tax debts: the registrar appoints an insolvency practitioner as liquidator, for a fixed fee of RON 1,000 plus 10% of the sums recovered where these exceed RON 2,000. The liquidator reports within 30 days and either asks for simplified insolvency or completes the liquidation within 3 months.

The company or any interested person can challenge the strike-off within 15 days of its publication.

Why not let it happen? Because inactivity is recorded against the company and its legal representatives in the Romanian tax record, VAT registration is cancelled, and you lose control over timing and over what happens to any assets and debts. An orderly dissolution costs less than a liquidator you did not choose.

Checklist for owners abroad

• Keep the Romanian payment account open until the final taxes are paid and the distribution is made.
• Bring bookkeeping and filings up to date before the resolution; the simplified route depends on it.
• Decide what happens to assets with deducted VAT before they are distributed.
• Give the company your certificate of tax residence before the distribution if you want a treaty rate.
• Keep the liquidation financial statements and the withholding tax proof; your home tax authority may ask for them.

Frequently asked questions

Can I close a Romanian company without travelling to Romania? Yes, in practice. The resolution and the registry filings can be signed by a representative under a power of attorney, and tax filings are made electronically.

Do I need a liquidator? Not for an SRL where the shareholders agree on the distribution of assets and the debts are paid or settled with creditors. Otherwise a liquidator is appointed and the liquidation should be completed within one year of the dissolution being registered.

Is the money I get back taxed as a dividend? No. It is taxed as income from liquidation: only the amount above your contribution to the share capital is taxable, at 10% for individuals resident in Romania, the EU or a treaty country, and at 16% in other cases, subject to any treaty.

When should the company’s bank account be closed? Last. The account is needed to pay the final taxes and to make the distribution, and since 2026 a company without a payment account in Romania can be declared fiscally inactive.

Close it properly, once

Most of the cost of closing a Romanian company comes from what was left undone before the resolution: missing returns, unreconciled balances, assets nobody decided about. Our accounting services for Romanian companies bring the books to a clean closing position, prepare the liquidation statements and calculate the withholding tax before anything is distributed.

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This article provides general information, current as of 9 October 2026. It is not legal or tax advice; a liquidation should be planned on the company’s actual balance sheet and the shareholders’ tax residence.