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.
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.

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

* Evidence of the payment of the fees / charges;

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 extract from the Official Gazette of Romania, Part IV, where the decision regarding the extension of the duration of the company has been made;
3. the modifying act of the memorandum regarding the extension;
4. the updated memorandum, in original;
5. evidence of the payment of the fees / legal tariffs.

Extending the duration of a certain company is an operation that must be made before the expiration date set out in the memorandum.
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.
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