The Minister of Finance, has issued the here below Decision No. 208/1 dated 15/06/2020 published in the Official Gazette No. 26 dated 18/06/2020 defining the implementing provisions of article 42 of the Law No. 144 dated 31/07/2019 (Budget Law 2019) relating to the cancellation of commercial companies and enterprise from the trade register as well as the cancellation of civil companies from the special register of civil companies.
According to this Decision, the following commercial companies and enterprises shall be cancelled from the trade register and special register relating to civil companies:
- Commercial companies and enterprises which have not effectively carried out their activities since their incorporation and until the year preceding their statute of limitation.
- Commercial companies and enterprises which have ceased their activities and did not have assets until the year preceding their statute of limitation and have no employees.
- Commercial companies and enterprises which ceased their activities and liquidated their assets during the year preceding the year of their statute of limitation and have no employees.
The competent department before the Ministry of Finance shall verify if the aforementioned conditions are met by all available means.
In order to proceed with the cancellation of these companies and enterprises, these companies should not have debts towards third parties and should have paid all due taxes and penalties to the Ministry of Finance and the National Social Security Fund (NSSF) and to other public administrations and institutions for the periods during which they have carried out activities and prior to the year preceding their statute of limitation.
The Ministry of Finance establishes a list of companies and enterprises fulfilling the above conditions and transmits it to the NSSF as well as to the competent persons before the commercial register and thus, within three months following the date of publication of the Law No. 144/2019, who must submit their observations in this regard to the Ministry of Finance.
The Ministry of Finance publishes, within a maximum period of one month as of the notification of the response of the NSSF and the competent authorities before the commercial register, on its website and in the Official Gazette as well as in two local newspapers, a detailed declaration of the companies and enterprise which will be cancelled, and which will be republished again after the expiration of a period of fifteen days as of the date of the last publication.
Companies, owners of enterprises, public administrations and institutions as well as creditors may object the decision of cancellation before the Ministry of Finance and thus, within three months as of the date of the last publication.
The objection request must be submitted before the competent tax department of the Ministry of Finance, directly or by email and signed by the concerned person or by his legal representative, including the name and address of the concerned person, his registration number registration before the Ministry of Finance, the objection’s motives and the opponent’s requests. Documents justifying the objection must also be attached to the request, under penalty of rejection of the request in its form.
The objection is considered to be duly submitted:
- On the date of its delivery to the competent department in the event that the request was filed by hand.
- On the date as attested by postmark in the event that the request was sent by courier.
- On the date of submission of the courier in the event that the request was sent by postal mail (recommended letter).
The cancellation procedure shall be suspended until the tax administration decides with respect to the Objection.
The concerned person may request the cancellation of the decision of the administration which rejected the objection, before the Council of State, within two months as of the date of notification of the decision, under penalty of rejecting the request in its form.
The Ministry of Finance undertakes to establish, notify and publish the list of companies and enterprises which should be canceled, within three months as of the beginning of each year, starting in 2020.