Suspension of the company’s activity

If you have a company whose activity you want to temporarily suspend, you must submit to the Trade Registry Office a series of documents necessary for the registration of this mention. How can you do this and what documents do you need, the Team can provide you with the assistance and/or legal representation necessary to carry out this operation.

What does the suspension of the company’s activity mean?

It means that a cpompany can interrupt its economic activity, without ceasing its existence. Thus, by suspending the company’s activity is concretely understood the termination of the company’s economic activity for a limited period, requested by the legal representative.

For how long can the company’s activity be suspended?

The activity of a company can be suspended for a maximum period of 3 years. After this time

• or the economic activity resumes

• or start the procedure of closing the company.

What happens if you don’t choose one of the two options? If you do nothing, you’ll start racking up penalties for unfiled returns and unpaid taxes. In addition, the ONRC can dissolve the company ex officio,

What happens to the company during the interruption of activity?

A company whose economic activity has been suspended (officially, by the Fisc, or upon request), becomes inactive. However, this does not mean that it ceases to exist, but retains its legal personality. Thus, during the entire period of suspension, the company

1. he can no longer carry out the activity for which he was authorized, so he cannot issue invoices and register income

2. can maintain their bank accounts and manage their account balances

3. can collect money from the invoices issued before the suspension

4. must submit zero declarations

5. can resume its activity at any time by reactivating at ONRC, regardless of the requested period.

When can I suspend the company’s activity?

You can decide to suspend the activity at any time, for a maximum period of 3 years. Here are two of the situations that can lead to the suspension of company activity:

1. you have established a company, but you still don’t know what you want to do concretely. In this case, you can suspend it at ONRC and you can request the derogatory regime at ANAF in order not to submit zero declarations.

2. you have an old company, with activity, which has reached an impasse, but which you do not want to close, but you need time for recovery

Documents required for the suspension of the company’s activity

1. Application for registration (original);

2. In case of temporary suspension of the activity: standard declaration on own responsibility (model 3 – original) from which it can be concluded that the legal person does not carry out the declared activities at the registered office, secondary offices or outside them for a maximum period of 3 years;

3. In the case of the resumption of the activity: the standard declarati

on on one’s own responsibility, from which it can be concluded that the legal entity fulfills the operating conditions;

4. Decision of the general meeting of shareholders/sole associate regarding the temporary suspension of the activity or the resumption of the company’s activity (original);

5. proof regarding the authorization of the designated person to fulfill the legal formalities (original) – details;

6. Proof of payment of the legal tariff.

Our law firm can represent you for carrying out this online operation, and to fulfill our mandate we will only need copies of the identity documents of the administrator/administrators.

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The main management structure of the company in Romania is the general meeting of associates / shareholders. The constitutive act establishes the rules for convening and adopting decisions and whether the exercise of the vote can be delegated by special mandate by the associate / shareholder who cannot take part in the meeting. In the limited liability company, each shareholder entitles the holder to one vote in the respective meeting. The general meeting of associates has the following main obligations: ✓ to approve the annual financial statement and to establish the distribution of the net profit. ✓ to appoint the administrators and the censors, to revoke / dismiss them and to discharge them, as well as to decide to contract the financial audit, when it is not obligatory, according to the law; ✓ to decide the pursuit of the administrators and censors for the damages caused to the company, designating also the person in charge to exercise it; ✓ to modify the constitutive act.
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The limited liability company is the most common form of company in Romania, being the legal entity that best serves the interests of investors both from the point of view of the reliability of the activity, and from the perspective of its management. The limited liability company is abbreviated "SRL" in Romania and is the equivalent of the American limited liability company Limited Liability Company (abbreviated to LLC) or the German economic structure "Gesellschaft mit beschränkter Haftung" (abbreviated to GmbH), or the structure called "limited" , the structure used in most Latin American states.
The limited liability company is characterized by:
✓ the character intuitu personae, which means that this economic structure is based on the trust between the associates;
✓ the division of the share capital into fractions called shares, which cannot be negotiable securities;
✓ the liability of the associates is limited to their contribution to the share capital.
The limited liability company may also have a single partner, natural or legal person, of Romanian or foreign nationality, who will be the owner of all shares. Instead, the maximum number of associates is 50 people.
At present, the Romanian law no longer conditions the subscription and payment of a certain amount as share capital.
Through registration, the company acquires legal personality, becoming, under the law, a collective subject of law. The conclusion given by the judge is sent, ex officio, to the Official Gazette of Romania for publication at the expense of the company and to the Financial Administration in whose territorial area is the main headquarters of the company for fiscal registration, mentioning the registration number in the Trade Register .

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