Prolonging the Duration of a Company in Romania

The passage of time that has been set for the life of the company is one of the cases that result in the dissolution of the company.

In the case of a company that has been established for a determined amount of time, there is the possibility of prolonging the company's operating time.

How to prolong the duration of a company in Romania

According to the legal provisions found in the Law no. 31/1990 regarding the companies, the ability to approve the extension of the limited liability company's operation time belongs to the General Assembly of associates.

In the case of joint stock companies, this competence is owned by the Extraordinary General Assembly of shareholders.

These meetings may take place at any time before the deadline laid down for the dissolution of the company.

If such a decision is not taken, the Company Law requires the board or, where appropriate, the directorate to organize a consultation with the associates regarding the possible extension of the duration of the company, at least three months before the expiration date. Our lawyers can give you more details about this matter and can also help you with other corporate services, such as opening a bank account in Romania.

What are the documents required for prolonging the duration of a company in Romania?

The documents required for submitting the extension of the duration of the company to the Trade Register are the following, organized in two stages:
In the first step, you will need:

• The submission application and mention acts, that can be found on the NTRO's official website;
• The decision of the General Assembly of members / shareholders / the sole shareholder;
• Where appropriate, the power of attorney for persons designated to carry out the legal formalities, in original;

In the second phase, the following documentation is required for the registration of the mention in the Trade Register:

    1. the registration application, in original;
    2. the modifying act of the memorandum regarding the extension;
    3. the updated memorandum, in original;
    4. where appropriate, the power of attorney for persons designated to carry out the legal formalities.
The publication of the decision in the Official Gazette is checked directly by the Trade Register office, so no extract from the Official Gazette needs to be filed.

Is there a deadline when it comes to extending the duration of my company in Romania?

Extending the duration of a certain company is an operation that must be made before the expiration date set out in the memorandum. If the duration expires without being extended, the Trade Register may ascertain the dissolution of the company.

The application for registration shall be made strictly after 30 days from the publication date of the decision of the General Assembly / the sole shareholder in the Official Gazette.

Darie, Manea & associates law firm offers its clients a list of competent and specialized attorneys that can grant proper legal guidance before any competent authorities, as well as any consultation you may need regarding the process and the effective ways to successfully accomplish the results you are looking for.

Please feel free to consult the official website and contact one of the attorneys for further information.
by Cristian Darie