Temporary suspension of activity in Romania

When a company wishes to suspend its activity temporary it is necessary to file some documents with the Trade Register and to pay some taxes. Because they will only be temporarily inactive and will not cease their activity definitively, they will have to fulfill some obligations. The maximum period a firm can suspend its activity, on its own initiative, is 3 years under the law. There are differences between suspension of activity on its own initiative and suspension by the Fiscal Entity. However, in both situations, the firm retains its legal personality, being the holder of obligations and restrictive rights imposed by the inactivity status.
 

Documents required for activity suspension

In order for a company to temporarily suspend its activity it is necessary to register with the ONRC the relevant documents by submitting the following documents:
 

• Registration form
• Type-specific declaration that does shows there are no activities at headquarters, secondary locations or outside
• The decision of the general meeting of the associates or the decision of the sole associate regarding the decision to suspend the activity of the company, in original. This must include: company header, number, date, signatures of decision-makers, convening the meeting, fulfillment of the conditions of validity of the decision, according to the legal or statutory provisions, duration of the suspension / resumption of the decision)
• Certified statements to authorize the suspension
• Special empowerment, attorney or delegation (in an authentic form), if applicable.

 
Documents must be filed in a rail file and submitted at the ONRC physically, by post or online (electronically signed).

What are the costs?

In addition to the preparation and submission of the necessary documentation, certain fees are paid, including the payment proof in the file. The registry fees are 72 lei for each registered office on the basis of the declaration on own responsibility. In addition, the publication fee in the Official Gazette must also be paid. After the suspension process has been completed and the company is registered with the ONRC as having the suspended activity, it can no longer issue invoices or carry out the activity for which it was authorized. However, it can maintain bank accounts and manage its own capital, can collect amounts from legal relationships concluded before the suspension and defend its position in the event of a possible litigation.
On the other hand, with the suspension of the activity at the ONRC, the change also occurs immediately at the Fiscal Entity, thus canceling the VAT code. However, during this period, the administrative activity can be carried out: payment of salary, headquarters, rent, etc. Thus, the company can receive bills that it can pay for. Additionally, the company can make acquisitions that cannot be deducted or depreciated. However, most importantly, the firm is still required to file tax returns or request the ONRC to derogate from the scheme to stop submitting these statements.

by Cristian Darie