FAST-TRACK LIQUIDATION PROCEDURE

The latest amendments to the Commerce Act, promulgated in State Gazette No. 82 of 27 September 2024, introduced a fast-track liquidation procedure under Article 274a.

Conditions Commercial Companies Must Meet

All commercial companies that have been dissolved by a resolution of the general meeting and/or by agreement of the partners may use the fast-track liquidation procedure, provided that they meet the following conditions:

• they have not carried out any business activity, or they ceased their business activity more than 12 months ago;
• they have not employed workers or employees, or their employment relationships were terminated more than 12 months ago;
• they have not been registered for VAT, or their VAT registration was terminated more than 12 months ago;
• they have no outstanding obligations to the State or municipalities;
• there are no pending proceedings for establishing tax liabilities or mandatory social security contribution liabilities in which the National Revenue Agency is a party;
• they are not defendants in court proceedings, debtors in enforcement or order-for-payment proceedings, and no enforcement proceedings have been initiated against them under the Special Pledges Act or the Financial Collateral Arrangements Act.

The liquidator must submit a declaration confirming these circumstances together with the application to the Registry Agency for termination of the company's business activity and commencement of fast-track liquidation proceedings.

Specific Features of the Fast-Track Liquidation Procedure

An express resolution of the company's supreme governing body is required for the liquidation to be carried out under the fast-track procedure. Depending on the legal form of the company, this may be the sole owner of the capital, the general meeting of partners or shareholders, or the unlimited-liability partners.

After the application for fast-track liquidation is submitted to the Commercial Register, the Registry Agency sends an electronic notification to the National Revenue Agency regarding the application for termination of business activity and liquidation under the fast-track procedure.

Within 30 days, the National Revenue Agency electronically provides the Registry Agency with information confirming whether the circumstances under Article 274a(1), items 1–5 of the Commerce Act are present or absent.

The company's assets may be distributed after three months have elapsed from the date on which the invitation to creditors was published in the Commercial Register. Accordingly, creditors now have three months to submit their claims, compared with six months under the ordinary liquidation procedure.

When submitting the application for termination of business activity and fast-track liquidation, the company also submits, through the Registry Agency, an application to the National Social Security Institute for the issuance of a certificate confirming the transfer of payroll records.

The relevant territorial division of the National Social Security Institute will issue the certificate within 30 days of the registration of the termination of business activity and the opening of the fast-track liquidation proceedings, provided that the company has no outstanding obligations.

The certificate will be sent electronically to both the company and the Registry Agency.

All other rules governing the liquidation procedure also apply to the fast-track liquidation procedure.

An important distinction is that the automatic exchange of information between the Registry Agency and the National Revenue Agency, and respectively the National Social Security Institute, applies only to the fast-track liquidation procedure.

The existing rules continue to apply to the ordinary liquidation procedure. This means that the company must independently obtain certificates from the National Revenue Agency and the National Social Security Institute and submit them to the Registry Agency.

Within one year of the amendments entering into force, the Registry Agency, together with the National Revenue Agency and the National Social Security Institute, must establish the technical capacity required to implement the new fast-track liquidation rules.

Within six months of the amendments entering into force, the Minister of Justice must bring the Ordinance on the Maintenance, Storage of, and Access to the Commercial Register and the Register of Non-Profit Legal Entities into compliance with the amendments to the Commerce Act and specify in the Ordinance the starting date for the application of the new procedure.