The short answer is: no.
The absence of revenue, staff, or ongoing business activity does not lead to automatic deregistration. A registered EOOD or OOD continues to exist as a legal entity—with its assets, liabilities, and reporting obligations—until it is struck off following liquidation, insolvency, transformation, or another scenario expressly provided by law.
“The company is not operating” and “the company does not exist” are distinct legal states.
WHY WERE NON‑REREGISTERED COMPANIES STRUCK OFF?
When the old court registers were replaced by the unified Commercial Register, traders were required to re‑register. For those who failed to do so, the legislator introduced a special transitional regime.
Pursuant to § 5g, para. 4 of the Transitional Provisions of the Commercial Register and Register of Non‑Profit Legal Entities Act, commercial companies and cooperatives with discontinued activity that were not re‑registered by 31 January 2017 were deemed struck off. This was a one‑time legislative operation, not a general rule under which the Registry Agency periodically deletes inactive companies.
This historical practice cannot be used to infer that a currently registered “dormant” company will ever be removed ex officio.
WHAT DO WE ACTUALLY DECLARE WHEN THERE IS NO ACTIVITY?
Before the Registry Agency, the absence of activity is declared under Art. 38, para. 9, item 2 of the Accounting Act. This is a separate legal basis, distinct from the general obligation of active enterprises to publish an annual financial statement under Art. 38, para. 1 of the same Act.
The declaration is filed with Form G3 by 30 June of the following year, once, for the first reporting period without activity. If inactivity continues, it is not filed annually. This is confirmed in the Registry Agency’s official guidelines.
If the company is VAT‑registered, deregistration under Art. 107 of the VAT Act is also part of the orderly winding‑up and must be aligned with the liquidation timeline.
Before the National Revenue Agency (NRA), there is no single declaration that places the company in a special “inactive entity” status. When no activity has been carried out within the meaning of the Accounting Act, an annual corporate tax return under Art. 92 of the Corporate Income Tax Act is generally not filed, unless corporate tax, tax on expenses, or other circumstances must be declared. The NRA explicitly lists these exceptions.
The absence of turnover does not always mean absence of activity. Transactions, investments, purchases for income‑generating purposes, disposal of assets, or other operations may trigger accounting and tax obligations.
The social‑security status of the owner or partner is a separate matter. Form G3 does not suspend self‑insurance. When a self‑insured person actually ceases their work activity, they must file Form OKD‑5 with the NRA within 7 days. It is incorrect simply to stop submitting Forms 1 and 6.
For management and control contracts, the effect of the contract, remuneration, and the factual exercise of managerial activity must be assessed separately.
WHY IS LIQUIDATION NECESSARY?
Liquidation protects creditors and ensures an orderly settlement of property relations. The termination of the company does not immediately end its legal existence. It continues to exist with the designation “in liquidation,” but with a limited purpose.
The liquidator replaces the manager as the legal representative. He completes ongoing transactions, collects receivables, realises assets, and pays liabilities. He may enter into new transactions only insofar as they are necessary for the liquidation. He cannot continue ordinary commercial activity indefinitely in scope or duration.
The general meeting of partners remains an active governing body. It appoints and dismisses the liquidator, determines and extends the liquidation period, approves the initial, annual, and final balance sheets, reviews the liquidator’s reports, and decides on his discharge.
THE TWO MAIN REGISTRY STAGES
Before the commencement of ordinary liquidation is registered, the NRA must be notified under Art. 77 of the Tax and Social Security Procedure Code. Within 60 days, the revenue administration issues a certificate of notification, which is a prerequisite for the Registry Agency to process the application.
The certificate does not mean that the company has no liabilities. The NRA may inspect accounting and commercial documentation, identify undeclared taxes or social‑security contributions, order an audit, and impose precautionary measures. This is the officially stated purpose of the check upon termination.
The first stage includes the resolution to terminate, the appointment of a liquidator, and the registration of liquidation via Form B6. A separate notice to creditors must be published. Under the ordinary procedure, assets cannot be distributed before six months have passed since the publication of the notice. Under Art. 274a of the Commerce Act, a fast‑track liquidation with a three‑month period may apply to certain inactive companies without liabilities or pending proceedings.
During the interim period, the company continues to maintain accounting records. If liquidation extends into the next reporting year, preparation and publication of an annual financial statement may be required. Form G3 does not replace this if assets have been sold, receivables collected, or other liquidation operations carried out.
Court cases also do not disappear. The company remains a party and is represented by the liquidator. Funds must be provided for fees, expert reports, and legal representation. If the company lacks liquidity, partners may provide duly documented financing. In cases of insolvency or over‑indebtedness, the correct procedure is insolvency proceedings.
After satisfying or securing creditors, the liquidator prepares the final balance sheet and report. Net assets are distributed as liquidation shares. This is not necessarily a simple return of nominal capital and may have consequences under the Personal Income Tax Act, Corporate Income Tax Act, and VAT Act, especially when assets rather than cash are distributed.
Before deregistration, a certificate from the relevant territorial division of the National Social Security Institute is required, confirming the submission of payroll records and social‑security archives—or a declaration that the company does not possess such records. The legal basis is Art. 5, para. 10 of the Social Security Code in conjunction with Art. 22 of Instruction No. 5 of 30 June 2005. Without this document, the registration officer issues a refusal.
After the final documents are accepted, an application for deregistration is filed. Only with this second decisive entry does the company cease to exist.
HOW TO DIVIDE WORK BETWEEN THE LAWYER AND THE ACCOUNTANT?
Successful liquidation requires legal and accounting work to follow a coordinated schedule. It is not enough to assign a general “closing of the company,” because this often leaves unclear who is responsible for specific actions.
The lawyer’s mandate typically includes preliminary legal review, examination of the articles of association, preparation of resolutions for termination and appointment of a liquidator, notification under Art. 77 of the TSSPC, applications to the Commercial Register, the notice to creditors, and the legal documentation for completion. It may expressly include review of contracts, collection of receivables, litigation, settlement of disputed liabilities, transfer of assets, and legal review of distribution among partners.
The accountant’s mandate should cover the review and closing of accounting records, reconciliation of liabilities with NRA data, tax and social‑security declarations, Form OKD‑5 where applicable, VAT deregistration, the initial and final liquidation balance sheets, interim annual reports, calculation of net assets, and tax treatment of liquidation shares.
Jointly, the parties must review assets, receivables, liabilities, court cases, employment relations, VAT registration, social‑security archives, and the method of financing liquidation costs.
A well‑drafted mandate must specify who prepares each document, who files it, who monitors deadlines, who communicates with the NRA, NSSI, and the Registry Agency, and who coordinates the entire process. The lawyer should not be silently burdened with accounting closure, nor the accountant with legal assessment of resolutions, disputes, and asset distribution.
Waiting is not a procedure.
If the owner no longer needs the company, the correct question is how to terminate it in an orderly, verifiable manner without outstanding obligations.
This material is general information and does not constitute legal, tax or financial advice. Applicable law and practice must be checked against the facts of the particular case.