Liquidation of associations and foundations
Our extensive experience, gained in dozens of liquidation procedures of non-profit entities, as well as our deep knowledge of the relevant legislation, allow us to confidently approach every aspect of the liquidation process of associations and foundations.
We understand that this process can be extremely complex and we are prepared to manage all its aspects with professionalism and attention to detail. We have the necessary experience to successfully navigate the complex legal and administrative processes that accompany the liquidation of associations and foundations, ensuring that each procedure is managed in accordance with legal requirements and for the benefit of our clients. We offer efficient and solid solutions, maximize the value and resources available during the liquidation process, and provide our clients with a trusted partnership, necessary to successfully complete the procedures.
The fact that we are recognized for our positive results in the liquidation of associations and foundations is proof of our commitment to serving the interests of our clients and achieving outstanding results in this specialized field.
File portfolio
Our impressive portfolio in this field is a direct result of our practical approach and the concrete results we have achieved for our clients. We mention as examples the Florin Piersic Foundation, the Michelin Development Foundation, the Divertis Cultural Association, the Association of Leasing Companies in Romania, the AXA DE DEZVLTARE BRAȘOV-BUCUREȘTI-CONSTANȚA Association, the “Ruxandra Dragomir Ilie” Hearts for Sport Foundation, the Local Council Association of Small and Medium-sized Enterprises, the Romanian Association for the Protection of Human Rights A.R.O.D.O., the Şah Apa Nova Sports Club Association, the “Sturdza for Romania” Foundation, the “World Trade Center” Association and many others.
Liquidation procedure according to Ordinance 26/2000
Liquidation procedure
The main feature of the liquidation of associations and foundations is the summary regulation, Ordinance 26/2000 on associations and foundations regulating the entire procedure in 19 articles, from art. 54 to art. 72, of which only art. 61 to 72 refer strictly to liquidation.
Under these conditions, practical experience is essential for the successful conduct of such a procedure, the appointment of an experienced liquidator by the request addressed to the court or by the decision of the General Assembly being essential. Otherwise, the court will randomly appoint a practitioner ex officio, the chances of appointing a practitioner with experience in the field who will also handle the file being minimal. We briefly explain below some stages of the liquidation procedure.
Dissolution associations and foundations
As with commercial companies, the liquidation of associations and foundations is preceded by their dissolution.
Art. 54. – (1) Associations and federations are dissolved: a) by law; b) by decision of the court or tribunal, as the case may be; c) by decision of the general meeting. (2) Foundations are dissolved: a) by law; b) by decision of the court. The determination of dissolution is made by decision of the court in whose jurisdiction the association’s headquarters is located, at the request of any interested person.
A special regulation in this matter, distinct from the situation of commercial companies, is that relating to the assets of associations and foundations; in the event of their dissolution, the assets remaining after the liquidation cannot be transferred to individuals. These assets may be transferred to legal entities under private law or public law with identical or similar purposes, through a procedure established in the statute of the association or foundation. If, within 6 months from the end of the liquidation, the liquidators have failed to transfer the assets, as well as if the statute of the association or foundation does not provide for a procedure for transferring the assets or if the provision is contrary to the law or public order, the assets remaining after the liquidation will be assigned by the competent court to a legal entity with an identical or similar purpose.
Liquidation of associations and foundations – procedure
Immediately after taking office, the liquidators shall take an inventory and draw up a balance sheet showing the exact status of the assets and liabilities of the association or foundation.
The liquidators shall be obliged to receive and keep the registers and any other documents of the association or foundation. They shall also keep a register with all liquidation operations in chronological order. The liquidators shall carry out their mandate under the control of the censors.
The liquidators shall be obliged to continue the ongoing legal operations, to collect the receivables, to pay the creditors and, if the cash is insufficient, to convert the remaining assets into money, proceeding to the sale by public auction of the movable and immovable assets. The liquidators may only carry out those new operations which are necessary to complete those which are in progress. The liquidators shall be jointly and severally liable for the damages caused to the creditors through their fault.
After the completion of the liquidation, the liquidators are obliged to submit the balance sheet, the journal and a memorandum, declaring the liquidation operations to the Register of Associations and Foundations of the court in whose jurisdiction the association or foundation is located, within two months. The liquidators are obliged to carry out all procedures for the publication of the liquidation and the removal of the association or foundation from the Register of Associations and Foundations.
The publication of the liquidation is made by posting it on the door of the court in whose jurisdiction the legal person is located, within two months of the completion of the liquidation.
If no objection is registered within 30 free days from the submission of the balance sheet, the balance sheet is considered definitively approved and the liquidators, with the authorization of the court, will remit to the rightful owners the assets and amounts remaining from the liquidation, together with all the registers and documents of the association or foundation and of the liquidation. Only after this will the liquidators be considered discharged and a certificate of discharge will be issued to them for this purpose.
After the liquidation is completed, the liquidators must request the removal of the association or foundation from the Register of Associations and Foundations.