Establishing and changing of the management-directors of a Romanian company
The limited liability company, regardless of its form, is managed by one or more directors, who perform an executive function, appointed by the articles of incorporation at the establishment, or by the general meeting, subsequently, during the operation of the company.
The powers of the administrator are limited to the limits imposed by law, by the articles of association and by the decisions of the shareholders’ meeting.
The director has the right to conclude any act for the fulfillment of the object of the company, including acts of conservation, administration and disposition, respecting the provisions of the law and the decisions of the associates.
Limited liability companies may at any time change their directors by the decision of the sole shareholder or by the decision of the general meeting of shareholders.
As at the time of the election, the revocation of the directors is the responsibility of the ordinary general meeting of shareholders.
Revocation may occur at any time and independently of any contractual fault of the administrator.
Following the revocation of an administrator, the company may appoint another person in its place.
If he was the sole administrator, the appointment of another administrator, at the same time as revoking the old one, is mandatory.
According to the law, the articles of association of the limited liability company must provide for associations representing and managing the company or non-associated directors, their identification data, the powers conferred on them and whether they are to exercise them together or separately.
The company’s representatives are obliged to submit to the Trade Register their signatures on the date of registration, if they were appointed by the articles of association, and those elected during the operation of the company within 15 days of election.
Along with the signature specimen, for the registration of the mention regarding the revocation / change of the administrator, the following must also be submitted: the updated constitutive act, the amending act, the declaration on one’s own responsibility.
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