Changes occurring in your company?

Throughout the entire lifetime of your company changes at a legal level can appear, changes which target the legal form of your company, the field of economic activity, social capital, headquarters but also modifications that pertain to the company’s existence through dissolution and liquidation processes or through fusion and division processes.

Your accounting expert offers you the required competencies to deal with any legal modifications that affect your company, and together with Contabiz’s legal lawyer you will benefit from assistance and 100% collaboration throughout the entire procedure.

What business modifications we do?

Details about the types of business modifications we can help you deal with

Legal

  • EUID allocation
  • Naming and Legal form changes

Activity Field

  • Activity Field changes
  • Activity Field updates

Dissolution and Liquidation

  • O.N.R.C. legal assistance
  • Asset distribution project
  • Liquidation situation

Social HQ

  • Moving HQ in same county
  • Moving HQ in another county

Share Capital

  • Increasing Share Capital
  • Reducing Share Capital

Fusion and Division

  • O.N.R.C. legal assistance
  • Merger or Division project

Service Life

  • Extending service life
  • Reducing service life

Secondary HQ

  • Establishing a secondary HQ
  • Secondary HQ abolition

Expert Accounting Rep

  • Liquidation financial situations
  • Expert Accounting Representation

What you need to know?

Details about business modifications and more

LEGAL MODIFICATIONS

What you need to know?

  • Legal modifications your company is subjected to provide the following of certain O.N.R.C. procedures which will be covered by the Contabiz team, on the basis of the documentation and information you supplied.
  • Moving the Headquarters in the same or other county intervenes after the general agreement of associations which updates the constitutive act on the basis of the documentation that prove the right of usage of the space designated as headquarters.
  • Reducing the service life of the company implies the change of the constitutive act through the general agreement of associations, followed by O.N.R.C. formalities, and the extension of the service life also is subjected to the publication of the Official Gazette excerpt of the the court’s extension order and the original and amended constituent act.
  • Changing the activity field of the company consists of the general agreement of associations, the modification of the constitutive act, and in some cases, other extra documentation.
  • Increasing the Share Capital consists in the A.G.A. meeting and the modification of the constitutive act but also in the lodging of the proofs related to ownership right over capital shares, of the evaluation report and for the prospectus. Reducing the Share Capital includes the publication and lodging of the Official Gazette excerpt for the share capital reduction, alongside the general agreement of associations and the changes of the constitutive act.
  • Changes related to secondary HQ imply the lodging of documentation comprised of an O.N.R.C. request, declarations and the general agreement of the associations, followed by the proof of space for establishing secondary headquarters or by a certificate in the event of the dissolution of a secondary headquarters.

DISSOLUTION AND LIQUIDATION

This service is tailored for legal persons which have the intent to establish or close a commercial entity, complying with the legal regulations in effect.

Your accounting expert will assist you, over the course of 2-3 months, in the process of dissolution and liquidation, with the steps being the following:

  • Selling all the company assets
  • Cashing all company claims
  • Payment of all company debt
  • Lodging the dissolution and liquidation intent at the Trade Register
  • Publication in the Official Gazette (30 days)
  • Compiling the accounting balance for voluntary liquidation
  • Lodging the accounting balance to A.N.A.F. and the Trade Register
  • Obtaining the company’s deregistration certificate

FUSION AND DIVISION

As an entrepreneur, on the basis of personal or business reasons, you can opt to merge 2 or more companies or you can choose to divide the company you’re associated with.

What you need to know?

The Fusion/Merger and Division process is complex and can be tackled as follows:

  • The Fusion of one or more companies in a new legal entity
  • The Fusion of one or more companies with an existing company
  • Trans border Fusion

or

  • Partial Division of a company in one or more existing ones
  • Partial Division of a company in one or more newly established ones
  • Total Division

Your accounting expert will deal with all legal modifications, all fiscal obligations but also with all accounting dealings and financial reports.

Useful Information

Additional details about accounting

Dissolution and Liquidation

The process of dissolving a company can be voluntarily initiated by the shareholders through the general assembly agreement, but also as a follow up to the passing of the service life deadline of the company, as a follow up of the inability to reach the activity objective, declaring the company invalid, through the tribunal decision requested by any associate, bankruptcy or any other legal or constitutive clauses.

This process implies that at the moment of dissolution all administrative operations cease starting with the day of the service life deadline or at the moment when the dissolution was agreed upon in the general meeting agreement or through a legal verdict.

Usually, after the legal verdict, the dissolution also involves the opening of the legal liquidation procedure and the naming of a liquidator, except for changes involving mergers or total division of the company.

Your accounting expert, alongside the Contabiz legal lawyer, will coordinate and elaborate successfully the financial and legal documentation required in the dissolution and liquidation process of your company.

Contabiz Expert Accounting

Fusion and Division

The principle of dividing a company consists in the allocation of the entire heritage, of the entity which will cease to exist, between two or more new or existing companies, while the principle of merging a company consists of an absorption process of a company by another or by merging two or more new or existing companies.

The effect of a company’s dissolution and/or liquidation process is given by the dissolution, without liquidation, of the company which ceases to exist and the full transmission of the heritage to the beneficiary company in exchange for share allocation or social parts to the associates of the company that ceases to exist.

From a legal standpoint, on the basis of the shareholders general meeting agreement of each company participating in the process, the administrators are obligated to establish a fusion or division project which needs to be lodged at O.N.R.C., where each part is registered and published in the Official Gazette.

Your accounting expert will coordinate and elaborate successfully the financial documentation required by the general meeting, but also economic factors, the fusion or division financial situation, administration reports and will also provide the censors report, on a case by case basis, the financial auditors report and the accounting expert’s report.

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