Why a separate guide for suspension and dissolution
Lexter’s blog already covers SRL incorporation (ONRC dossier, articles, 500 RON capital, registered office, CAEN, online filing, beneficial owner) and immediate post-certificate steps (SPV, e-Factura, banking). When a business pauses or closes permanently, different high-volume searches appear — not covered until now.
The five dominant queries are: (1) how to suspend activity at ONRC, (2) how to remove / close an SRL permanently, (3) the difference between a company with no revenue and an officially suspended company, (4) ANAF derogatory declaration regime during suspension, (5) costs and timelines for each path. This guide connects them in a clear comparison — it does not replace your accountant or lawyer at liquidation.
1. Activity suspension: legal pause of up to 3 years
Activity suspension is a trade register mention where the SRL remains legally registered but does not conduct business during the declared period. Under Law 31/1990 (art. 237), the maximum duration is 3 consecutive years from the date stated in the shareholders’ resolution.
The procedure is filed at ONRC — usually via MyPortal ONRC, with the AGM resolution or sole shareholder decision, electronically signed for online filing. Register fees for many operations have been eliminated; you mainly pay publication of the resolution in the Official Gazette (Part IV), roughly 120–180 RON depending on text length.
After 3 years, the company must resume activity or enter removal proceedings. ONRC may request dissolution and removal ex officio if the SRL stays suspended without resuming — do not let the deadline pass unnoticed.
2. ANAF derogatory regime: what is waived and what remains
ONRC suspension does not automatically stop tax obligations. Without additional ANAF steps, a legally active company with no revenue must still file periodic returns (e.g. D100, D112 if you had employees, D300 if VAT registered) and, where applicable, SAF-T — like an active company.
The derogatory declaration regime — requested at ANAF via SPV with ONRC suspension proof — allows, for the approved period (maximum 3 years), not filing certain current tax returns. Key condition: the company conducts no economic activity and has no declarative arrears when applying.
Even with derogatory regime, the annual balance sheet (financial statements) remains mandatory. SAF-T does not apply during suspension when derogatory regime is active. When resuming activity, file to end derogatory regime and return to normal reporting.
- Step 1: AGM resolution / sole shareholder decision on suspension (duration, reason, start date).
- Step 2: file suspension mention at ONRC → extract / certificate proving suspension.
- Step 3: derogatory regime request at ANAF (SPV), with period and ONRC proof attached.
- Step 4: file annual balance sheet for each suspension year.
- Step 5: on resumption — ONRC activity resumption mention + end derogatory regime at ANAF.
3. Company with no activity vs officially suspended company
Many SRLs “sit idle” with no revenue but remain legally active at ONRC without formal suspension. In 2026, the tax difference matters:
- Active company with no revenue (not suspended): file periodic nil returns, SAF-T if applicable, pay accounting like an active company — even without operations.
- ONRC-suspended company + ANAF derogatory regime: exempt from monthly/quarterly returns for approved period; annual balance sheet remains; no SAF-T during suspension.
- Suspension is the “clean” solution for a 1–3 year pause when you want to keep the SRL and reduce reporting.
- Undeclared inactivity does not remove obligations — it can trigger ANAF fines and problems when resuming.
4. SRL removal: simultaneous dissolution and liquidation
Removal is permanent closure of the SRL. For small LLCs without complex assets, the common path is simultaneous dissolution and liquidation (Law 31/1990 art. 235) — one stage, without a long-term separate liquidator.
Typical documents: AGM resolution / sole shareholder decision, ONRC application, liquidation balance sheet from accountant, declarations on absence of creditors or their consent, fee payment proof. Application is usually filed within 15 days of the resolution. ONRC publishes the resolution in the Official Gazette; a 30 calendar-day opposition period follows for creditors.
Total timeline roughly: minimum 45–50 days (30-day opposition + processing). Costs: MO publication roughly 180–300 RON; liquidation balance sheet accounting 300–600 RON (market rates); possible ONRC fees per calculation note. ANAF, VAT, payroll, or supplier debts can block removal until settled.
If assets or cash remain to distribute to shareholders after liquidation, liquidation tax may apply — typically 10% on the value transferred under applicable tax rules. Check with your accountant before the AGM resolution.
5. When to suspend and when to dissolve
The choice depends on medium-term intent, not just current cash flow:
- Suspension: temporary pause (up to 3 years), keep SRL, CUI, bank account, quick resumption; lower cost vs removal.
- Removal: permanent closure, long-term obligation release, asset liquidation; irreversible; higher cost and timeline.
- Do not remove impulsively after a slow season — suspension + derogatory regime may be more efficient if you plan to return.
- Remove when you no longer need the legal entity, want to avoid recurring obligations, or decided not to resume.
- Either way: update beneficial owner data at ONRC if structure changes (see our dedicated guide) and keep SPV ANAF active until all formalities are complete.
Comparative checklist: suspension vs removal (2026)
Follow the list matching your situation — do not mix procedures:
- Suspension — draft AGM resolution (max 3 years, start date, reason).
- Suspension — file mention at ONRC (MyPortal) + pay MO publication.
- Suspension — request ANAF derogatory regime with ONRC proof; verify zero arrears.
- Suspension — file annual balance sheet; note 3-year expiry date.
- Removal — consult accountant for liquidation balance sheet and ANAF tax status.
- Removal — settle tax debts and notify creditors as required by law.
- Removal — AGM dissolution + simultaneous liquidation resolution; file at ONRC within 15 days.
- Removal — wait 30-day opposition period; obtain removal certificate.
Lexter and suspension / removal procedures
Lexter focuses on SRL incorporation: articles, registered office, CAEN, share capital, beneficial owner. It does not file suspension mentions or removal dossiers at ONRC and does not handle tax liquidation.
If you incorporated with Lexter and want a pause or closure, follow the checklist above with your accountant and, for removal, legal support if creditors or significant assets exist.
Disclaimer
Informational guide as of June 2026. ONRC and ANAF procedures and MO fees change. Verify onrc.ro and anaf.ro before filing. Not legal, tax, or accounting advice. Cases with debts, litigation, or significant assets need specialized counsel.
Frequently asked questions
- How long can I suspend an SRL?
- Maximum 3 consecutive years under Law 31/1990 art. 237. Exact duration is stated in the AGM resolution or sole shareholder decision. After expiry, resume activity or enter removal proceedings.
- Does ONRC suspension automatically exempt me from ANAF returns?
- No. You must request derogatory regime at ANAF via SPV with ONRC suspension proof and no declarative arrears. Annual balance sheet remains mandatory even with derogatory regime.
- How long does SRL removal take?
- Roughly minimum 45–50 days: includes Official Gazette publication, 30-day creditor opposition period, and ONRC processing. ANAF debts can extend the timeline.
- How is this different from the post-incorporation guide?
- The post-incorporation guide covers SPV, e-Factura, and banking right after the certificate. This article covers stopping activity (suspension) or permanent closure (removal) — end-of-life stages, not startup.
- What does suspension cost vs SRL removal?
- Suspension: roughly 120–180 RON MO publication (usually no register fee). Removal: roughly 180–300 RON MO + 300–600 RON liquidation accounting + possible ONRC fees. Amounts vary by document length and complexity.
- Does Lexter help suspend or remove my SRL?
- No. Lexter prepares incorporation documents. Suspension and removal are handled through ONRC/ANAF, usually with an accountant and, for removal, possibly a lawyer.