Accounting and taxation of the voluntary liquidation of companies

Article published in Romanian on Juridice.ro: https://www.juridice.ro/858295/contabilitatea-si-fiscalitatea-lichidarii-voluntare-a-societatilor.html. English translation.

Technical overview of the dissolution and liquidation governed by Law no. 31/1990, read together with Accounting Law no. 82/1991, Order of the Minister of Public Finance (OMFP) no. 1802/2014, OMFP no. 897/2015, OMFP no. 2861/2009, the Fiscal Code and Law no. 129/2019

Daniel Barbu, attorney-at-law, insolvency practitioner · October 2026

Abstract. The article summarises the accounting and tax rules applicable to the voluntary liquidation of companies governed by Law no. 31/1990, following each stage of the procedure — dissolution, appointment of the liquidator, stock-taking and the opening financial statements, realisation of assets and settlement of liabilities, the final financial statements and deregistration.

It examines the end of the going-concern principle, the single tax year of liquidation and its effect on the recovery of tax losses, the mandatory exit from the micro-enterprise regime, the VAT treatment of asset sales and in-kind distributions, the effects of dissolution on payment facilities (instalment plans under the Fiscal Procedure Code and restructuring under Government Ordinance no. 6/2019) and on VAT refunds (including for the company's business partners), as well as the taxation of the net assets distributed, broken down by category of recipient. The material also covers the liquidator's main anti-money-laundering (AML) obligations, a document checklist and a summary calendar of obligations.

Keywords: dissolution; voluntary liquidation; liquidator; single tax year; liquidation income; net assets; in-kind distribution; deregistration.

Legislation considered: texts in force on 1 October 2026.

Note. This material reflects the opinion of the author, who is a lawyer by training, not a chartered accountant or tax adviser, expressed on the basis of the legislation in force on the date indicated above and of his practical experience as an insolvency practitioner. It is purely informative and academic. It does not constitute legal, tax or accounting advice and cannot replace an individual analysis of each set of facts; applying its conclusions to specific cases requires checking the texts in their current form and, where appropriate, consulting a specialist.

Scope of the overview and legal framework

This overview addresses the accounting and tax rules applicable to the voluntary liquidation of companies governed by Law no. 31/1990, republished (the "Companies Law") — the dissolution procedure decided by the shareholders, followed by liquidation, outside the insolvency procedures governed by Law no. 85/2014. For each stage, three levels are correlated: the obligation arising under the Companies Law, the accounting treatment and the tax treatment.

Reference legislation: Law no. 31/1990 (art. 227-237 — dissolution; art. 252-270² — liquidation); Accounting Law no. 82/1991 (in particular art. 27 para. (9), art. 28 para. (1¹) and art. 36 para. (3)-(4)); OMFP no. 1802/2014; OMFP no. 897/2015 — the accounting rule specific to dissolution and liquidation (Annex no. 1, items 1-9); OMFP no. 2861/2009 (stock-taking); Law no. 227/2015 on the Fiscal Code, with the Methodological Norms approved by Government Decision (GD) no. 1/2016, and Law no. 207/2015 on the Fiscal Procedure Code; Law no. 129/2019 (AML); Government Ordinance (GO) no. 6/2019 (restructuring of budgetary obligations); Order of the President of ANAF no. 352/2022 (VAT refunds). The analysis concerns companies applying the Accounting Regulations approved by OMFP no. 1802/2014; entities applying IFRS under OMFP no. 2844/2016 fall outside the scope of this material, although most of the tax reasoning applies to them as well.

Part I — Stages of voluntary liquidation

The Companies Law structures the termination of a company in two successive phases: dissolution, which opens the procedure, and liquidation, which completes it by converting assets into cash, settling liabilities and distributing the net assets. Deregistration from the Trade Register marks the end of the company's legal personality.

I.1. Dissolution

Voluntary dissolution may occur for the reasons set out in art. 227: expiry of the company's term, impossibility of achieving its object of activity, a resolution of the general meeting, a court decision for well-founded reasons, or other legal or statutory causes. It takes effect from the registration of the dissolution with the Trade Register (and, where the law so requires, from publication in the Official Gazette) — the date of this registration being the central reference point for all the accounting and tax consequences below; it is advisable for this date to be set expressly in the general meeting resolution. As long as no distribution of assets has been made, the shareholders may revoke the dissolution resolution, by the majority required to amend the articles of association (art. 231 para. (1)); creditors and any interested party may oppose the resolution before the court under art. 62 — within 30 days of its publication in the Official Gazette, Part IV (art. 231 para. (3)). Related steps: notifying ANAF (the "in liquidation" mention), updating the tax registration vector and, where applicable, the register of beneficial owners.

I.2. Appointment of the liquidator and duration of the liquidation

• appointment: liquidators are appointed by the resolution deciding the dissolution or by the general meeting convened for that purpose (art. 262 for general partnerships, limited partnerships and limited liability companies; art. 264 for joint-stock companies and partnerships limited by shares); for the first three forms, the appointment is made by all the shareholders, unless the articles of association provide otherwise, and, if unanimity cannot be reached, by the court at the request of any shareholder or director (art. 262 para. (1) and (2)); the appointment must be made within 60 days of the registration of the dissolution (art. 260 para. (3));
• report on the economic situation: within 60 days of appointment, the liquidator files with the Trade Register a report on the company's economic situation (art. 260 para. (4)); if the report shows that the conditions for the simplified insolvency procedure are met, the liquidator must apply for the opening of that procedure within 15 days of filing the report;
• duration: the liquidation must be completed within one year of the registration of the dissolution; for well-founded reasons, at the liquidator's request, the Trade Register office may extend the term by one year at a time, no more than three times — the maximum statutory duration therefore being 4 years (art. 260 para. (1), as amended by Law no. 265/2022); if deregistration has not been requested within 3 months of the expiry of the term, it may be ordered ex officio.

I.3. Stock-taking and the opening financial statements of the liquidation

When the liquidation opens, a general stock-take of assets, liabilities and equity is carried out under OMFP no. 2861/2009 (item 6 of Annex no. 1 to OMFP no. 897/2015); it is advisable to include the liquidator on the stock-taking committee, to inventory off-balance-sheet items (guarantees, assets held on a precarious basis, litigation) and to document the estimated realisable value of each significant asset. On this basis, special-purpose financial statements for the opening of the liquidation are prepared (art. 28 para. (1¹) of the Accounting Law; item 5 of Annex no. 1 to OMFP no. 897/2015) — separate from the ordinary annual financial statements, with the same components, and filed with ANAF (art. 36 para. (4) of the Accounting Law; the order still refers to the territorial units of the Ministry of Finance) within 30 days of their approval by the general meeting (form S1039). They are subject to statutory audit if the company meets the legal criteria (item 7).

I.4. Realisation of assets, settlement of liabilities and annual financial statements

The main stage of the procedure — converting assets into cash and paying debts — has no accounting treatment different from ordinary operations of the same kind; what differs is the measurement basis (Part II) and the tax implications (Part III). If the liquidation extends beyond the calendar year in which it opened, the company files an annual accounting report within 90 days of the end of each calendar year (art. 36 para. (3) of the Accounting Law; form S1004), even in the absence of significant activity; for joint-stock companies and partnerships limited by shares, the obligation to prepare annual financial statements during the liquidation is also laid down in art. 267 of the Companies Law. During this phase, the directors also present to the liquidators a report on their management for the period from the last approved financial statements until the start of the liquidation (art. 265), a document which in practice serves as the formal handover of management.

I.5. Final financial statements, distribution of net assets and deregistration

• on completion of the liquidation, the liquidators prepare the final financial statements and propose the distribution of the assets among the shareholders (art. 263 para. (1)); the two documents form a whole and are notified together. A dissatisfied shareholder may oppose them, under art. 62, within 15 days of notification of the liquidation financial statements and the draft distribution (art. 263 para. (2)), issues relating to the liquidation being dealt with separately from those relating to the distribution (para. (3)). The most important effect for the practitioner: once the opposition period has expired, or once the decision on the opposition has become final, the liquidation and distribution statements are deemed approved and the liquidators are discharged (para. (4));
• for joint-stock companies and partnerships limited by shares, the final financial statements show the share of the distributed assets due for each share and are accompanied by the report of the censors or financial auditors (art. 268 para. (1)); they are filed with the Trade Register and published in the Official Gazette, Part IV (para. (2)), any shareholder being entitled to oppose them under art. 62. If the period expires without opposition, the financial statements are deemed approved by all shareholders and the liquidators are discharged, subject to the distribution of the assets; regardless of the period, the receipt for the last distribution stands as approval of the account and of the distribution made to each shareholder (art. 269);
• the liquidator prepares, separately from the liquidation report, a report on the distribution of the remaining assets to the shareholders; the final financial statements are also filed with the competent tax authority under ANAF, at the same time as they are filed with the Trade Register (art. 36 para. (4) of the Accounting Law; items 8-9 of Annex no. 1 to OMFP no. 897/2015; form S1039), on the basis of the final trial balance;
• deregistration: the application is filed within 15 days of the completion of the liquidation, together with the final liquidation report, the liquidation financial statements and the resolution on the distribution of assets — documents which the Trade Register offices request together — and, under art. 260 para. (6) — as amended by Law no. 222/2023 —, proof that the obligation to calculate, withhold and pay the tax on liquidation income under art. 97 para. (5) of the Fiscal Code, or the tax owed by non-residents under art. 223 para. (1) let. o) read together with art. 224, has been fulfilled.

Although the Companies Law does not expressly require a tax clearance certificate as a condition for deregistration, obtaining one and clarifying the tax record before applying for deregistration are strongly recommended. The application is filed through the Virtual Private Space. The certificate is issued within a maximum of 3 working days of the request and may be used for 30 days (art. 158 para. (5) of the Fiscal Procedure Code); by way of exception, if the company is undergoing a tax audit and requests the certificate precisely for deregistration, it is issued within 5 working days of the issue of the tax assessment decision or of the decision not to amend the tax base (art. 158 para. (6)) — hence the frequent blockage of liquidation files that trigger a tax audit. Issuing the certificate is not a formality: under art. 3 and 4 of ANAF Order no. 3654/2015, before issuing it the tax authority reviews the taxpayer's tax file — except for informative returns and balance sheets —, the analytical taxpayer ledger and the existence of unresolved refunds or reimbursements, issues offsetting decisions where appropriate and, if tax returns have not been filed, notifies the taxpayer to file them (the issuing period being extended accordingly).

Two rules introduced by Law no. 265/2022 are essential for in-kind distributions: ownership of the assets remaining after creditors have been paid passes to the shareholders on the date the company is deregistered from the Trade Register (art. 260 para. (6¹)), and the Trade Register issues each shareholder a certificate attesting their ownership of the distributed assets, on the basis of which immovable property is registered in the land register (art. 260 para. (6²)). The date of deregistration thus becomes the legal reference point for the transfer — to be correlated with the chargeable event and chargeability of VAT on the deemed supply (Part III.3).

Legal basis: art. 62, art. 227, art. 231, art. 260, art. 262-264, art. 263 para. (1)-(4), art. 265, art. 267-269 of Law no. 31/1990; art. 27 para. (9), art. 28 para. (1¹), art. 36 para. (3)-(4) of Law no. 82/1991; items 5-9 of Annex no. 1 to OMFP no. 897/2015; art. 158 para. (5)-(6), art. 186 para. (1) let. d), art. 194 para. (1) let. k), art. 199, art. 200 para. (1), art. 209¹ para. (8) let. c), art. 209⁴ para. (1) let. k), art. 209⁹ para. (2)-(3), art. 209¹⁰ para. (1) of the Fiscal Procedure Code; art. 3-5 of ANAF Order no. 3654/2015; art. 2 para. (1) let. d), art. 9 para. (3) let. j), art. 13 para. (3)-(4), art. 14 para. (1) of GO no. 6/2019.

Part II — Accounting for the liquidation

Accounting for the liquidation is not a separate system: the company continues to apply OMFP no. 1802/2014, with the same chart of accounts and the same recording principles. Essentially, three things change: special-purpose financial statements appear, with their own deadlines; the basic measurement assumption is no longer going concern but realisation of assets; and specific closing operations occur (cancellation of equity against the net assets distributed).

II.1. The specific rule: OMFP no. 897/2015 and the financial statements of the liquidation

The general provisions directly applicable to liquidation are items 1-9 of Annex no. 1 to OMFP no. 897/2015. Annex no. 2 is not limited to mergers and divisions: it contains two liquidation case studies — one on voluntary liquidation, the other on liquidation in insolvency proceedings —, which are the official methodological reference for the entries described in this part. Two caveats apply. First: the order dates from 2015, and the numerical examples in the case studies are calculated with the standard VAT rate in force at the time, 24%; the figures should not be taken over as such, since the standard rate today is 21% (art. 291 para. (1) of the Fiscal Code, as in force from 1 August 2025), and each transaction is subject to the rate in force at the time of the chargeable event. Second: item 4 of Annex no. 1 still refers to Law no. 571/2003 on the former Fiscal Code — a reference which is now to be read as referring to Law no. 227/2015, the act that repealed it.

The voluntary liquidation case study confirms the mechanics described in II.4: the distribution is made by closing the equity items against the settlement account with shareholders, and the liquidation profit taxed at company level arises from the realisation operations — sale of fixed assets and inventories, collection of receivables, release of provisions —, not from the distribution itself. Two limitations of the official example are worth noting: the distribution is made exclusively in cash, so that in-kind distribution has no official case study, and the tax on liquidation income is not calculated but assumed, the rule leaving its determination to tax legislation. Both explain why practice diverges precisely in the area analysed in III.4.5.

Sequence of reports during the liquidation:

II.2. End of the going-concern principle

From the opening of the liquidation, the financial statements are no longer prepared on a going-concern basis: the objective is no longer to generate operating profit, but to convert the assets into cash and settle the obligations. Consequences for measurement:

• fixed assets that will no longer be used, but sold, tend to be presented at values close to net realisable value, not at amortised historical cost, if the latter no longer reflects economic reality;
• impairment adjustments are reviewed and, as a rule, extended, to reflect the real risk of non-recovery of receivables and of failure to realise inventories and fixed assets in full;
• provisions are remeasured according to the actual obligations of the liquidation (liquidation costs, litigation, severance pay).

II.3. Realisation of assets and settlement of liabilities

The sale of assets is recorded under the ordinary disposal rules (derecognition at net carrying amount, recognition of the sale revenue, output VAT if the transaction is taxable); the result of each disposal affects the profit and loss account of the period. Situations requiring attention:

• uncollected receivables require an analysis of impairment adjustments and, subsequently, of their write-off, subject to the strict deductibility conditions (Part III.2);
• assets that cannot be realised (deteriorated inventories, scrapped fixed assets) are derecognised by scrapping; for VAT purposes, scrapping tangible fixed assets does not require an adjustment of the VAT deducted, and for qualitatively deteriorated inventories no adjustment is made if their destruction is proven (Part III.3);
• debts remaining unpaid (creditor who did not come forward, time-barred or waived claim) are cancelled with the recognition of income, which is, as a rule, taxable (Part III.2);
• set-offs between mutual receivables and debts are rigorously documented (set-off agreement, accounting notes), both for legal enforceability and for the AML traceability of the flows (Part IV).

II.4. Net assets available for distribution

After the assets have been realised and the liabilities settled, the remaining net assets are distributed to the shareholders on the basis of the final financial statements and the proposed distribution: the equity items (share capital, premiums, reserves, retained earnings, the result of the liquidation) are closed through the settlement accounts with shareholders as the distribution is approved. Where the distribution is made in kind, the proposed distribution is the document that determines whether the shareholder is allocated the asset itself — in which case the asset generates no income, being closed either directly against the settlement account with shareholders or — as in the case study published by CECCAR — through the account for expenses relating to assets disposed of, without corresponding income — or a sum of money subsequently discharged by transferring the asset in lieu of payment, in which case the transaction becomes a disposal for consideration. The choice is not neutral: it determines the corporate income tax treatment analysed in Part III.4.5.

Part III — Taxation of the liquidation

III.1. The tax period: the single tax year of liquidation

The special rule in art. 16 of the Fiscal Code is essential and frequently misapplied. Under art. 16 para. (4) let. b), in the case of dissolution followed by liquidation, the tax period ends on the date the liquidation operations are completed, but no later than the date on which the financial statements are filed with the competent tax authority. Under art. 16 para. (6), the period between the first day of the tax year following the one in which the liquidation procedure was opened and the date on which it closes is treated as a single tax year, regardless of how many calendar years it covers.

Two configurations are therefore possible for corporate income tax — the micro-enterprise regime adding, for companies that applied it, an additional split in the year of dissolution, explained in III.2.1. If the liquidation opens and closes in the same calendar year, there is a single tax period: from 1 January until the date on which the liquidation operations are completed. If the liquidation spans several calendar years, there are two tax periods: the calendar year in which the liquidation was opened, which remains an ordinary tax year ending on 31 December and taxed under the general rules; and the single tax year of liquidation, which begins on 1 January of the following year and ends on the date the procedure closes.

The opening of the liquidation does not interrupt the tax year. This is a widespread confusion, fuelled by the fact that a marked accounting event occurs on that date — the stock-take and the special-purpose opening financial statements (Part I.3). That, however, is an accounting milestone, not a tax one — art. 27 para. (9) of the Accounting Law, which treats the liquidation period as a separate financial year, does not override the tax rule: no provision of art. 16 ends the tax period on the date the dissolution is registered, and art. 16 para. (6) places the start of the single tax year only on 1 January of the following year. The same conclusion follows, symmetrically, from art. 31 para. (6), which uses exactly the same delimitation for the recovery of tax losses.

The annual corporate income tax return for the single tax year of liquidation is filed, and the tax paid, by the date the financial statements are filed with the competent tax authority (art. 41 para. (16)), by derogation from the general deadline of 25 June of the following year, applicable from the 2026 tax year (art. 42 para. (1), as amended by Government Emergency Ordinance no. 8/2026). Current reporting obligations continue until deregistration, including the filing of the standard audit file for tax (D406) for the portion of the period not yet reported on the date the liquidation is completed.

Effect on tax losses (art. 31 of the Fiscal Code): losses for the years from 2024 onwards are recovered over the following 5 consecutive years, up to 70% of the taxable profit of each year; earlier losses are recovered over the remainder of the original 7-year period, subject to the same 70% limit (regime amended by Law no. 296/2023). Under art. 31 para. (6), for taxpayers dissolved with liquidation, the entire period between the first day of the year following the opening of the liquidation and the closing of the procedure is treated as a single year for the purpose of calculating the recovery period: the calendar years within the liquidation do not each "use up" part of the period. In practice, the loss accumulated up to the end of the year in which the liquidation opened may be recovered at any time during the entire liquidation period (within the 70% limit of the single tax year).

A less obvious consequence of combining the two rules is worth emphasising: if the entire liquidation period constitutes a single year for tax purposes, then the 70% cap applies only once — to the taxable profit of that single tax year —, rather than calendar year by calendar year. This interpretation follows from reading art. 16 para. (6) together with art. 31 of the Fiscal Code, in the absence of an express provision, and may significantly affect the tax burden of the liquidation; we recommend documenting the reasoning in the procedure's tax file.

When determining the taxable result for the liquidation period, the rule issued for the application of art. 41 para. (16) must also be taken into account: in calculating the taxable result of taxpayers that cease to exist following liquidation, the following are not taxed: reserves set up from net profit, amounts corresponding to tax rate reductions or tax exemptions allocated to reserves, and reserves set up from favourable exchange differences on share capital in foreign currency or from the valuation of foreign-currency cash (item 41 para. (7) of Title II of the Methodological Norms approved by GD no. 1/2016). The rationale is the same one that governs the entire taxation of liquidation: what has already been taxed is not taxed a second time when it leaves the company.

The rule also has a flip side, expressly provided by law: reserves that were deducted when calculating taxable profit — first and foremost the legal reserve — are included in the taxable result on liquidation, as taxable income or items similar to income (art. 26 para. (5)), while reserves from the revaluation of fixed assets and land carried out after 1 January 2004 follow the regime of art. 26 para. (6) — taxed simultaneously with the deduction of tax depreciation or on derecognition of the asset —, an aspect to be analysed separately for assets distributed in kind (III.4.5). Reserves representing tax incentives maintained until liquidation are not taken into account in the taxable result of the liquidation (art. 26 para. (9)).

Legal basis: art. 16 para. (4) let. b) and para. (6), art. 26 para. (5), (6) and (9), art. 31 para. (1), (6), (7) and (8), art. 41 para. (16), art. 42 para. (1) of the Fiscal Code; art. 27 para. (9) of Law no. 82/1991; item 41 para. (7) of Title II of the Methodological Norms approved by GD no. 1/2016.

III.2. Corporate income tax and the micro-enterprise regime

III.2.1. Mandatory exit from the micro-enterprise regime

One of the cumulative conditions of art. 47 para. (1) let. e) of the Fiscal Code is that the legal entity must not be "in dissolution, followed by liquidation, registered with the trade register or with the courts". From the date on which the dissolution with liquidation is registered, the company can no longer remain a micro-enterprise, regardless of whether the other conditions are met, and becomes subject to corporate income tax.

The closing of the micro-enterprise's tax period is regulated separately, and the relevant texts do not use the same reference point. Art. 50 of the Fiscal Code merely provides that the tax year of a micro-enterprise that ceases to exist is the period of the calendar year during which it existed; the moment at which the tax period ends in the case of dissolution followed by liquidation is set by item 3 para. (3) of the Methodological Norms issued for the application of art. 50 — the date on which the financial statements are filed with the register where the legal entity was incorporated —, while art. 56 para. (3) sets the deadline for filing the micro-enterprise income tax return and paying the tax as the date on which the financial statements are filed with the competent tax authority. The difference in wording — the trade register in the norm, the tax authority in the law — and the lack of any clarification as to which financial statements are meant leave room for interpretation; we recommend recording the reasoning in the tax file and correlating it with the date the dissolution is registered.

The consequence for readers following Part III.1: for a company that was a micro-enterprise on the date of dissolution, the calendar year in which the liquidation opens is itself split into two segments — the micro-enterprise tax period and the period subject to corporate income tax, until 31 December —, followed by the single tax year of liquidation. Hence the impression, widespread in practice, of a "third period": it concerns exclusively the switch from micro-enterprise income tax to corporate income tax, not a splitting of the tax year under art. 16.

III.2.2. Taxable result for the liquidation period

From the switch to corporate income tax, the taxable result is determined under the general rules of Title II: taxable income (including from the disposal of assets and the cancellation of unpaid debts) minus deductible expenses (including the remaining tax value of the assets disposed of), with the usual adjustments.

Situations requiring attention:

• sales at a price manifestly below market value expose the company to adjustment by the tax authority, both for corporate income tax and for VAT;
• the write-off of receivables is deductible only under the strict conditions of art. 25 para. (4) let. h) of the Fiscal Code (confirmed reorganisation plan, closed bankruptcy procedure, death with no possibility of recovery from heirs, debtor liquidated without a successor, etc.), not by a mere decision of the liquidator to waive a receivable that is difficult to recover; impairment adjustments for receivables follow the general regime of limited deductibility — 30% of the adjustments, for trade receivables uncollected for more than 270 days after maturity, unsecured, owed by unrelated parties and recorded from 1 January 2024 (art. 26 para. (1) let. c) and para. (12));
• provisions for liquidation costs generally follow the non-deductibility treatment of general provisions, save for the expressly provided exceptions;
• income from the cancellation or limitation of unpaid debts is, as a rule, fully taxable.

Legal basis: art. 25 para. (4) let. h), art. 26 para. (1) let. c) and para. (12), art. 41 para. (16), art. 47 para. (1) let. e), art. 50, art. 56 para. (3) of the Fiscal Code; item 3 para. (3) of the Methodological Norms approved by GD no. 1/2016.

III.3. VAT

• realisation of assets: sales to third parties follow the ordinary VAT regime of any supply made by a taxable person registered for VAT purposes, with the particularities applicable to immovable property (exemption with an option to tax for old buildings and non-building land); the state of liquidation does not, by itself, change the regime of the transaction;
• distribution of goods to shareholders — deemed supply: under art. 270 para. (5) of the Fiscal Code, any distribution of goods from the company's assets to its shareholders, including in connection with liquidation, constitutes a supply of goods for consideration, if the VAT on the goods or their components was deducted in whole or in part — the company charges VAT even without an actual sale. The taxable amount is not the market value, but the one provided in art. 286 para. (1) let. c): the purchase price of the goods or of similar goods or, in the absence of such prices, the cost price, determined at the time of the supply; for tangible fixed assets, under item 30 para. (3) of the Methodological Norms, the taxable amount is the carrying amount less accounting depreciation, and for fully depreciated assets it is zero;
• capital goods: art. 305 requires the initial deduction to be adjusted for the remainder of the adjustment period (5 years, or 20 years for immovable property) if the asset is used in a transaction without a right of deduction — for example, the exempt supply or distribution of an old building without the option to tax — or ceases to exist in situations other than those exempted by art. 305 para. (4) let. d); if the asset is supplied with VAT charged, no adjustment is necessary, and the scrapping of tangible fixed assets does not require an adjustment of the VAT deducted (item 79 para. (17) of the Methodological Norms); for destroyed or qualitatively deteriorated inventories, no adjustment is made if the situation is proven (art. 304 para. (2) let. a); item 78 para. (10) of the Methodological Norms);
• closing: the last VAT return (D300) is filed with full settlement of balances and final adjustments for remaining inventories and unrealised assets; cancellation of the VAT registration follows the standard procedure, correlated with the final financial statements and the tax clearance certificate;
• VAT refunds: a VAT return with a negative amount and a refund option filed by a company for which voluntary liquidation has been initiated is processed with a prior tax audit (art. 169 para. (2) let. c) and para. (3) let. c) of the Fiscal Procedure Code).

From 28 September 2026, the effect may also extend to business partners: a customer's refund return presents a risk of undue refund if a significant proportion of the deductible VAT comes from a supplier listed in the special database of persons for which voluntary liquidation has been initiated (item 14 let. b) of Annex no. 6 to Order of the President of ANAF no. 352/2022, introduced by Order no. 1123/2026); the order does not define a "significant" proportion. The liquidator would do well to inform major customers who claim VAT refunds of this effect.

Legal basis: art. 270 para. (4)-(5), art. 286 para. (1) let. c) and e), art. 304 para. (2), art. 305 of the Fiscal Code; item 30 para. (3), item 78 para. (10) and item 79 para. (17) of the Methodological Norms approved by GD no. 1/2016; art. 169 para. (2) and (3) let. c) of the Fiscal Procedure Code; item 14 let. b) of Annex no. 6 to Order of the President of ANAF no. 352/2022.

III.4. Taxation of the distribution of net assets to shareholders

Basic characterisation: distributions made in connection with liquidation are excluded from the tax definition of dividend (art. 7 point 11 let. c) of the Fiscal Code) and follow their own taxation rules, different from those of "ordinary" dividends. The taxable base is not the full amount distributed, but its excess over the recipient's contribution to share capital — the return of the contribution is not taxed. The specific regime depends on the status and residence of the recipient.

III.4.1. Resident individual

Under art. 97 para. (5) of the Fiscal Code, income from liquidation or from a reduction of share capital (other than the return of contributions) is taxed at 10%, the tax being final. Calculation base: the excess of distributions in cash or in kind over the individual's contribution to share capital (art. 94 para. (11)); for in-kind distributions, the assets are measured at fair value, i.e. at market price (item 23 para. (2) of the Methodological Norms). The obligation to calculate, withhold and pay the tax lies with the company: by the date the final financial statements are filed with the Trade Register or — for amounts from a capital reduction distributed earlier — by the 25th of the month following the distribution. If the amount received is lower than the contribution, there is no taxable income, and the difference is not recognised as a loss for tax purposes — the tax being final, there is no offsetting or adjustment mechanism. For health insurance contributions (CASS), liquidation income is included in the calculation base if, together with the other income covered by the statutory thresholds, it reaches the thresholds of 6, 12 or 24 gross minimum salaries — CASS is determined through the single tax return, not by withholding at source.

III.4.2. Resident legal entity

Liquidation income (the excess over the contribution) is, as a rule, taxable for the recipient, in calculating its taxable result. The important exception is the participation exemption in art. 23 let. j) of the Fiscal Code: income from the liquidation of another Romanian legal entity — or of a foreign legal entity located in a state with which Romania has concluded a double tax treaty — is non-taxable if, on the date the liquidation begins, the recipient has held at least 10% of the share capital of the company being liquidated for an uninterrupted period of 1 year. This is a priority check in holding structures, before treating the income as taxable.

III.4.3. Legal entity resident in the EU/EEA

Liquidation distributions to a parent company in another Member State do not benefit from the exemption applicable to dividends. The Directive itself expresses this exclusion: art. 4 para. (1) of Directive 2011/96/EU, which governs the treatment by the parent company's state of profits received from the subsidiary, applies "save when the subsidiary is liquidated". What is decisive under domestic law, however, is that liquidation distributions are not "dividends" within the meaning of art. 7 point 11 of the Fiscal Code, so that the exemption in art. 229 para. (1) let. c), which concerns dividends only, does not apply to them. The income remains taxable in Romania under the rules for non-residents (III.4.4).

The only possible mitigation is the applicable double tax treaty, and the outcome depends on how the income is characterised in its text: some treaties expressly assimilate liquidation income to dividends — in which case the reduced rate under the "Dividends" article applies —, while others leave it to fall under the "Capital gains" or "Other income" article, with appreciably different consequences, up to exclusive taxation in the recipient's state of residence. An analysis of the applicable treaty is therefore mandatory before withholding at source, and the conclusion must be documented together with the tax residence certificate.

III.4.4. Non-resident recipients

Under art. 223 para. (1) let. o) of the Fiscal Code, income from the liquidation of a Romanian legal entity obtained by non-residents is taxable income obtained from Romania, the text distinguishing between gross income — the excess of distributions, in cash or in kind, over the contribution to share capital — and taxable income, defined as the difference between the distributions made and the tax value of the securities, a distinction that may lead to different taxable bases where the securities were acquired other than by contribution. Rate: 16%, by withholding at source (art. 224 para. (4) let. d)), or 50% if the income is paid, as a result of transactions characterised as artificial, into an account in a state with which Romania has no legal instrument for the exchange of information (art. 224 para. (4) let. c)). Double tax treaties may reduce the rate, subject to the presentation of a valid tax residence certificate and, where applicable, a beneficial owner statement. Major risk: the application of a favourable treaty may be refused if the structure is characterised as artificial (interposed companies without economic substance), in the light of European case law on abuse of rights (the "Danish" cases) and of national anti-abuse rules.

III.4.5. In-kind distributions — the legal route determines the tax treatment

Distributing an asset — usually a building — instead of cash is the transaction with the most disputed tax treatment in the entire procedure. The key lies in the legal route chosen for the transfer, and that route is fixed by the proposed distribution of net assets.

• In-kind distribution of net assets. The proposed distribution allocates the asset itself to the shareholder, not a sum of money. The equity items are closed through the settlement account with shareholders, and the asset leaves the company's books against the same account. The transaction does not pass through income and expense accounts: the company sells nothing, but returns to the shareholder net assets that already belong to them. Since no income is recorded, there is no item to be assessed as taxable or non-taxable in the taxable result, and taxation occurs only once, at the level of the recipient, under art. 97 para. (5).
• Transfer in lieu of payment (dation in payment). The shareholder's claim is first quantified in money, and the asset is then transferred to discharge that monetary debt. The transaction is a disposal for consideration: it generates income from the disposal of the asset and the corresponding expense with its undepreciated value, hence a taxable result at company level, on top of the tax subsequently owed by the shareholder. This route is frequently used in practice, for operational convenience, without its additional tax effect always being taken on board.

VAT makes no distinction: under both routes the transaction is a supply of goods. Under the first, as a deemed supply under art. 270 para. (5); under the second, as an ordinary supply for consideration. The taxable amount differs, however: under the first route, it is the amount provided by art. 286 para. (1) let. c) — for tangible fixed assets, the net carrying amount (item 30 para. (3) of the Methodological Norms) —, VAT being charged only if the VAT on the asset was deducted in whole or in part; under the second, it is the consideration obtained, i.e. the value of the claim discharged by the transfer. Under both routes the special regime for immovable property applies (exemption with an option to tax for buildings that are not new and for non-building land). The two lines of reasoning are not correlated: VAT is an indirect tax on consumption, corporate income tax a direct tax on profit, each with its own rules.

The position we support is the first: the in-kind distribution of net assets does not give rise to corporate income tax at company level, because there is no commercial transaction and no recorded income, and the simultaneous taxation of the same surplus at company level and at shareholder level — the parties to the same transaction — would amount to economic double taxation. This is an interpretative position: the conclusion is not enshrined in an express provision, but follows from the accounting mechanism and from the structure of art. 7 point 11 let. c) read together with art. 94 para. (11) and art. 97 para. (5). The risk of a contrary interpretation — characterising the transfer as a disposal and recognising income at company level — cannot be ruled out. Prudence calls for three things: an explicit choice of route in the distribution resolution; documentation of the two values of the asset on the date of distribution — the carrying amount, at which the asset leaves the company's books, and the fair value, at which the shareholder's income is determined (item 23 para. (2) of the Methodological Norms) —, the difference between them being precisely the gain that the above position leaves untaxed at company level and taxed at shareholder level; and, finally, documentation of the reasoning in the tax file. The gain from realising assets sold to third parties remains, of course, taxable at company level, at the realisation stage (Part II.3).

This position is supported by the profession's published practice. The voluntary liquidation case study published in CECCAR Business Magazine treats the two transactions differently within the same case: the car, sold to a third party, is recorded through the account for income from the sale of assets, while the land, distributed to the sole shareholder, leaves the company's books exclusively through the account for expenses relating to assets disposed of, without any income being recognised. In-kind distribution therefore does not generate income even in the profession's reference case study — which confirms, on the income side, the conclusion above.

The mirror question, which we flag as such, concerns the expense side: if the asset leaves through the account for expenses relating to assets disposed of without corresponding income, is that expense deductible? The prudent position is that it is not: it is not incurred for the purpose of carrying on economic activity, within the meaning of art. 25 para. (1) of the Fiscal Code, but in performance of an obligation to make restitution to the shareholder. Treated in this way, the transaction remains tax-neutral at company level — no taxable income and no deductible expense —, which corresponds to its nature as a return of net assets, subject to the reserves relating to the asset (the revaluation reserve — art. 26 para. (6)) and the reserves previously deducted (art. 26 para. (5)), which follow their own regime as shown in III.1. The alternative, closing the asset directly against the settlement account with shareholders, produces the same result without raising the question of deductibility and is, for that reason, preferable.

Legal basis: art. 7 point 11, art. 23, art. 26 para. (5)-(6), art. 94 para. (11), art. 97 para. (5), art. 223 para. (1) let. o), art. 224 para. (4) let. c) and d), art. 229 para. (1) let. c), art. 270 para. (5), art. 286 para. (1) let. c) of the Fiscal Code; item 23 para. (2) and item 30 para. (3) of the Methodological Norms approved by GD no. 1/2016; Directive 2011/96/EU; Law no. 141/2025.

Part IV — Anti-money-laundering (AML) implications

The implications of Law no. 129/2019 are concentrated in the stages in which the company's assets are converted into financial flows to third parties: realisation of assets, settlement of debts and distribution of net assets. Whether the liquidator is a reporting entity depends on their professional status and on the specific transactions. The insolvency practitioner — like the lawyer — falls within the category of independent legal professions under art. 5 para. (1) let. f) of Law no. 129/2019, as detailed in art. 3 let. d) of the Norms implementing Law no. 129/2019 for entities supervised by the National Office for the Prevention and Combating of Money Laundering (ONPCSB), approved by Order no. 37/2021, where they assist or take part in transactions concerning the sale of immovable property, shares, company interests or elements of a business, the administration of assets, or transactions involving sums of money or transfers of ownership — which, in a liquidation, is the rule; a liquidator who is a chartered or authorised accountant falls within the category in art. 5 para. (1) let. e). Where this classification applies, the corresponding obligations are: customer due diligence (identification of the shareholders, beneficial owners and significant business counterparties), risk assessment and ongoing monitoring of transactions, reporting to ONPCSB (suspicious transaction reports and reports on cash transactions of at least the equivalent of EUR 10,000, including linked transactions — art. 7 para. (1) of the law) and retention of documents and records for 5 years from the end of the business relationship or from the date of the occasional transaction (art. 21 para. (1)).

Part V — Documents the liquidator must have available and review

The handover stage should be treated as a genuine mini-audit, covering the legal, accounting, tax and AML aspects at the same time — an incomplete initial set compromises all subsequent stages:

• legal and corporate: the articles of association and amendments, the general meeting resolution on dissolution (with the date the liquidation opens), an updated certificate from the Trade Register, the register of shareholders, the register of beneficial owners;
• accounting: the financial statements for the last 3-5 years, monthly trial balances, the general journal, the inventory register, the general ledger, the accounting policies manual (if any), the fixed asset records, a detailed schedule of receivables and payables;
• tax: the relevant returns (D100/D101, D300, D394, D112), the tax registration vector, the taxpayer's tax record, the tax clearance certificate, tax assessment decisions and audit reports, the single inspection register, sales/purchase ledgers and the capital goods register (for the adjustments under art. 305);
• commercial and banking: active contracts (including intra-group), the litigation schedule, title deeds and valuation reports, bank statements for the last 2-3 years, the cash book (with attention to the cash balance and cash transactions), the schedule of creditors and of shareholder loans — a critical area for tax and AML purposes;
• employment and compliance: employment contracts, payrolls, any collective agreement (risk of severance payments), internal AML procedures and reporting history;
• statements by the director on their own responsibility: regarding the complete handover of documents, the existence of the assets and the absence of hidden debts — a due diligence tool and evidence in any disputes.

Part VI — Summary calendar and risk areas

VI.1. Calendar of the main obligations

VI.2. Ordinary regime vs. liquidation regime

VI.3. The most frequent risk areas

• failing to charge VAT on the distribution of goods to shareholders, determining the taxable amount at market value instead of the amount under art. 286 para. (1) let. c), and failing to correlate the adjustments for capital goods (art. 270 para. (5) and art. 305);
• valuing assets at abnormal prices, below or above market — exposing the company to VAT and corporate income tax adjustments, to AML risks and, where assets are disposed of in bad faith, to the joint and several liability of directors, partners and shareholders for the outstanding tax obligations of a debtor declared insolvent, under art. 25 para. (2) let. b) of the Fiscal Procedure Code;
• wrongly continuing the micro-enterprise regime after the dissolution with liquidation has been registered;
• confusing the rate for "ordinary" dividends (16% for distributions from 2026) with the 10% rate specific to liquidation income — with a direct impact on withholding at source;
• misapplying the tax loss recovery period — either ignoring the single tax year rule (as if each calendar year of the liquidation used up part of the period separately), or ignoring the new limits (5 years and 70% for losses from 2024 onwards);
• failing to include in the taxable result of the liquidation the reserves previously deducted — first and foremost the legal reserve (art. 26 para. (5)) — and the revaluation reserves relating to derecognised assets (art. 26 para. (6));
• missing or late opening financial statements for the liquidation — distorting the entire subsequent process;
• an incomplete final balance sheet or one with unexplained residual balances — blocking deregistration and possibly giving rise to the liquidator's personal liability;
• a proposed distribution drafted formally, without specifying whether the assets are allocated in kind or sums of money are distributed — the omission leaves the legal route undetermined and, with it, the corporate income tax treatment of the transfer (Part III.4.5);
• failing to obtain the tax clearance certificate before applying for deregistration — not an express legal requirement, but a strongly recommended precaution;
• adopting the dissolution resolution without assessing the instalment plans under the Fiscal Procedure Code and the restructurings under GO no. 6/2019 in progress, which lapse when the dissolution is registered, with enforcement for the entire remaining amount and, for the instalment plans under the code, a 5% penalty (art. 199 and art. 209⁹ of the Fiscal Procedure Code);
• failing to inform major customers that purchases from a company in voluntary liquidation may cause their VAT refunds to be processed with a prior tax audit (Order no. 1123/2026).

VI.4. Conclusion

From a tax and accounting perspective, voluntary liquidation is not a neutral administrative operation, but a succession of special-purpose financial statements and taxable transactions, governed by a specific framework (OMFP no. 897/2015; art. 16 and art. 31 of the Fiscal Code on the single tax year) superimposed on the general rules. The four major risk poles — the accuracy of the special-purpose financial statements, the VAT treatment of distributions and capital goods, the correct characterisation and tax rate of the final distribution (depending on the status and residence of the recipient) and the AML traceability of the flows — must be actively monitored throughout the liquidator's mandate, not only at the time of deregistration.