Consultants in the voluntary proceedings

For the liquidation and distribution of the social patrimony, even if association rules are provided for this purpose, the following rules are required:

• until taking over the function by the liquidators, administrators continue their mandate;
• the instrument of appointment of liquidators or sentence that replaces it and any subsequent act, which would make changes in their person, shall be submitted by the liquidators’ care, at the Trade Register Office, to be entered once and published in the Official Gazette of Romania, Part IV.

Only after completing the formalities, will the liquidators make their signature in the trade register and perform this function. After conducting its publication, no action shall be exercisable for or against its society in the name of the liquidator or against them. In addition to the provisions of this title, the rules established by the Constitution and law shall apply to the companies in liquidation, to the extent they are not inconsistent with the liquidation. All documents emanating from the company must show that it is in liquidation.For companies whose business was conducted in the environmental permit under the Environmental Protection Law no. 137/1995, liquidators are obliged to take measures for the review of environment provided by this law, and to communicate the results to the regional agency for environmental review. Liquidators fulfill their mandate under the supervision of auditors.

In addition to the powers conferred by the associates, with the same majority required for their appointment, liquidators will be able:

• to stand trial and to act in the interests of the liquidation;
• to execute and complete the trade for liquidation operations;
• to sell, by public auction, buildings and any movable property of the company, sale of goods will not be able to be made in block;
• to make transactions;
• to clear and to collect the debt of the company, even in case of bankruptcy of debtors, giving a receipt;
• to contract obligation bills borrow non-mortgage and satisfy any other necessary documents.

They cannot, however, in the lack of specific provisions in the constitutive act or their appointment, to provide mortgages on the property of the company, unless they are authorized by the court, with opinion of censors. Liquidators who undertake new commercial operations that are not necessary for the purpose of liquidation are personally and jointly responsible for implementing them.

Liquidators cannot pay the associates any amount on behalf of the parties that they ought to earn in liquidation before paying creditors.However, the associates may request that the amounts withheld to be submitted to the Home Savings Bank or a banking company or one of their units and make the distribution of shares or social shares, even during the liquidation, if, out of which what is required to meet all obligations of the company, due or to reach due time, there remains available at least 10% of their amount.

Against the decisions of liquidators, society creditors can object.Liquidators who prove that, by presenting the balance sheet, the funds of the company available are not sufficient to cover outstanding liabilities, must ask the necessary amounts from members who bear unlimited or those who have not made full payments if they arerequired toobtain, after the form of society, or, if they are debtors to society for outstanding payments, which were required as associates.

Liquidation of the company must be completed no later than 3 years from the date of dissolution. For good reasons, the court may extend that period by more than 2 years.

After the liquidation, the liquidators of the company must request cancellation of the company from the commercial register.

Cancellation can be also made automatically. Validation does not prevent the opening of the bankruptcy of the company.