Thursday, November 7, 2013

Dissolution of a Romanian Company

Dissolution of a Romanian company may be initiated in a voluntary manner which implies the decision of the shareholders (or the verdict of the sole shareholder) or through a court order which occurs when shareholders do not agree on certain aspects or if other legal instances are applicable. In some situations the liquidation of a Romanian company is mandatory. We will explain below the differences between these two phases in closing a company pointing out the most important details in these procedures as well emphasizing key terms that are not to be disregarded. Sometimes this process may take longer than expected depending on basic factors which caused the decision to close the company. There are several situations that describe the main cases justifying the dissolution of a Romanian company. As mentioned form the start such a procedure may be determined by the decision of the general meeting of shareholders. The company may also be invalidated and it might not be able to fulfill its main objectives. At certain points a dissolution situation may be imminent since the term for which the company was registered has expired. Conflicts between shareholders are very much likely to cause the dissolution and, in this case, the decision of the court is the instrument which provides the final verdict. A bankruptcy scenario can also determine the process above mentioned.  

The dissolution phase is usually followed by the liquidation of a Romanian company excepting certain cases. And hereby we may identify several different ways of closing a company depending on its type of organization and also the causes which dictated the decision of dissolution. So, at this point we shall mention several types of procedures as it follows: dissolution of a limited liability with a unique shareholder, dissolution of an LLC with several shareholders, voluntary dissolution of SNC, SCS, SRL, SA and SCA involving the appointment of a judicial liquidator, etc. When the death of a unique shareholder or one’s of the several occurs procedures impose a specific approach. When dissolution is performed through the court order, the liquidation of a Romanian company follows for protecting shareholders’ interests. The court’s decision validating the dissolution of a Romanian company must be registered with the trade registry, must be notified to the economics and finance department of local authorities and must be published in the Official Gazette. Any individual who is interested in appealing against the court’s decision must do that within 30 days after publishing the order in the official gazette. The bureaucratic background may be a little bit too intricate depending on several agents such as the type of company, the cause explaining the dissolution decision and other legal discrepancies that might occur under certain circumstances. Our lawyers provide assistance and counseling in any matter related to this topic clearly highlighting all aspects which may distinguish as debatable for cases covering this area. We would like also to stress the importance of understanding every judicial phase in the dissolution process as future negative effects might profoundly alter any financial position.

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