Registration and Liquidation of Company

Registration and liquidation of a company, most commonly an LLC (Limited Liability Company) or EOOD (Single-Member Limited Liability Company), are two of the most sought-after services provided by the accounting company Balantrix, and also among the most popular in the market. Both procedures are fundamentally different, each with its own specifics and set of documents.

Requirements for Opening a Company

First, you need to choose the appropriate legal form for your trading company, with LLC or EOOD being the most popular due to their clear procedures and limited liability.

Prepare the necessary documents, including the following general details:

Trade name (business name); check in the Commercial Register if it is available and reserve it through a fee;
Capital;
Object of activity;
Address;
Manager and shareholders.

Steps for Company Registration

The procedure involves several steps:

Preparation of documentation for company registration;

Visit to the bank and notary;

Registration in the Commercial Register (CR).

For the registration of an LLC in the CR, you need the following documents:

Application form;
Bank note for the deposited capital;
Paid state fee.

A partnership agreement containing:

Name;
Registered office;
Manager’s address;
Object of activity and method of management;
Personal data and individual contributions of partners;
Capital size;
Minutes of the General Meeting of the partners, including the agenda and decisions.

Required Declarations

Declaration under Article 13, paragraphs 4 and 5 of the Commercial Register Act;
Declarations under Article 141, paragraph 8, and Article 142 of the Commercial Act.

Closing a Company – Termination and Liquidation of EOOD and LLC

The process of closing an EOOD or LLC from the Commercial Register initially goes through a liquidation procedure. It includes several stages, taking about 8 months.

Notification to NRA

After deciding to liquidate the company, the first step is to notify the National Revenue Agency (NRA) under Article 77 of the Accounting Act. Then:

NRA issues a certificate of notification within 60 days;
The certificate under Article 77 of the Accounting Act is attached to the application to the Commercial Register.

Registration of Liquidation in the Commercial Register

The documents for liquidation are submitted to the Commercial Register after the certificate under Article 77 of the Accounting Act is issued.

The liquidation period is a minimum of 6 months and begins from the date of the invitation to creditors in the Commercial Register. This period can be extended.

Deregistration from VAT

Companies have the freedom to decide whether to register or maintain VAT registration until the date of their deletion from the Commercial Register.

Invitation to Creditors

The liquidator must publish an invitation to creditors of the company to submit claims during the liquidation period. This happens after registering the invitation in the Commercial Register.

Liquidator’s Obligations

he liquidator or an authorized person must submit to the National Social Security Institute (NSSI) a declaration for the transfer of payment orders of the company, along with employment contracts, orders for appointment and termination of relationships.

Then, the NSSI control authorities carry out the necessary checks.

Other obligations of the liquidator include:

Completion of current transactions;
Collection of receivables;
Conversion of assets into cash;
Preparation of initial and final liquidation balance sheets, along with an explanatory report.

Deregistration of EOOD and LLC from the Commercial Register

After the end of the liquidation period, satisfying creditors, and distributing assets among partners, the company can be deregistered.

A tax declaration under Article 162, paragraph 1 of the Corporate Income Tax Act for the last tax period is submitted within 30 days from the date of deregistration from the Commercial Register. The last tax period covers the time interval from January 1 to the date of deregistration.

When the date of deregistration is before the expiration of the deadline for the annual tax return for the same year, it must be submitted within 30 days from the date of deregistration.