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Liquidation · Dissolution

Voluntary liquidation

The orderly winding-up of a company — every legal obligation honored, every step documented. A clean ending, no residual risks.

Voluntary liquidation (dissolution and winding-up) is the procedure by which shareholders decide to cease operations and liquidate the company, without it being insolvent. It is governed by Romanian Law 31/1990 on companies.

The process goes through the following stages: the dissolution resolution (general meeting), appointment of the liquidator, notification of creditors, inventory and realization of assets, payment of debts, distribution of the remaining net assets and deregistration from the Trade Register.

Voluntary liquidation is recommended when the company no longer has economic activity or the shareholders strategically decide to close the business in an orderly fashion. A well-run liquidation protects shareholders from future liability and ensures a clear legal ending.

Why this procedure
  • Full shareholder control throughout the process
  • Protection against future personal liability
  • No insolvency-proceedings stigma
  • Complete removal from all registers
Frequently asked questions
What is the difference between voluntary liquidation and bankruptcy?
Voluntary liquidation (Romanian Law 31/1990) is freely decided by the shareholders and does not imply insolvency — the company pays its debts in full from its assets. Bankruptcy is a judicial insolvency procedure, opened when debts can no longer be paid. If insolvency is discovered during a voluntary liquidation, the liquidator is required to request the opening of insolvency proceedings.
What are the stages of voluntary liquidation?
The general meeting’s dissolution resolution, appointment of an authorized liquidator, publication in the Official Gazette, inventory and realization of assets, payment of creditors, distribution of the remaining net assets to shareholders and deregistration of the company from the Trade Register.
How long does the voluntary liquidation of a company take?
The legal term is one year from the date of dissolution, with the possibility of extension by the tribunal for well-founded reasons. In practice, a liquidation without litigation and with easily realizable assets can close within a few months.