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In a Romanian company, its activities are governed by the Romanian company law, specifically Law 31/1990, and are individualized in the articles of association.The articles of association is the primary instrument that establishes aspects related to the management of a Romanian company, its operation, the identification details of the shareholders and the administrator in Romania, their responsibilities, as well as any other relevant information for carrying out the business activities of an economic operator. These aspects are established at the time of the formation of a limited liability company in Romania, but they can be amended over time by registering mentions within the Trade Register in Romania. This article analyzes aspects such as the duties of an administrator in Romania in a limited liability company in Romania, change the administrator in Romania, removal of an administrator in Romania, the importance of signing a management contract in Romania, and the liability of a limited liability company (LLC) administrator in Romania. The Romanian law firm Pavel, Mărgărit and Associates recommends contacting a commercial lawyer in Romania or a company lawyer in Romania who can assist you in the field of commercial law, including company incorporation in Romania, and can provide information on company management in compliance with the Romanian company law, specifically Law 31/1990.
Management contract in Romania
A management contract in Romania regulates the relationship between a Romanian company and the administrator in Romania, establishing aspects such as the administrator’s rights and obligations, the duration of the mandate, remuneration, the duties of an administrator in Romania, the activities they can perform within the company, etc. Generally, a management contract in Romania is signed at the time of forming a limited liability company in Romania or when it comes to change the administrator in Romania. An administrator in Romania can be either a natural person or a legal entity, and according to the provisions of the Romanian company law, the administrator in Romania can perform all operations necessary to fulfill the company’s business activities, except for the imposed restrictions. A corporate lawyer in Romania or a commercial lawyer in Romania can advise you on the obligations of an administrator in Romania and the legal implications of this role.
The duties of an administrator in Romania
A limited liability company in Romania is managed by one or more administrators, whether they are shareholders or not, appointed through the articles of assocition or by the general meeting. Regarding the liability of an LLC administrator in Romania, according to the provisions of the Romanian company law, the administrator of a limited liability company in Romania is jointly liable to the company for:
a) the actual payments made by the shareholders;
b) the real existence of the paid dividends;
c) the existence of the legally required registers and their correct maintenance;
d) the exact execution of the decisions of the general meetings;
e) the strict fulfillment of the duties imposed by law or the articles of association. Thus, the duties of an administrator in Romania include representing the Romanian companyin relations with third parties, fulfilling legal obligations, including fiscal ones, and ensuring that the company’s economic activities are conducted legally, among others.
During the course of business activities, the organizational structure of a Romanian company can change, including the administrator in Romania. Therefore, for any change made to the articles of association, it is necessary to register mentions within the Trade Register in Romania, such as change the administrator in Romania, removal of an administrator in Romania, extending the mandate, or any other amendment that may arise during business activities. A commercial lawyer in Romania or a corporate lawyer in Romania can assist you in registering any mentions within the Trade Register in Romania or any other operation subject to registration, including the company incorporation in Romania.
“It is essential to consult with a specialized attorney, as the Romanian company law is strictly interpreted, and a company lawyer in Romania can clarify the exact rights and obligations of an administrator in a limited liability company in Romania,” stated the Managing Partner of the Romanian law firm Pavel, Mărgărit and Associates, Dr. Radu Pavel.
The Romanian law firm Pavel, Mărgărit and Associates invites you to confidently seek the services of a company lawyer in Romania or a corporate lawyer in Romania from the team, as we have extensive experience in this field. You can contact us easily by filling out the contact form at https://avocatpavel.fr/nous-contacter/.
In conclusion, in a Romanian company, the existence of a management contract in Romania is important, as it is the instrument that specifically regulates the rights and obligations of the administrator in Romania and their relationship with the Romanian company. The administrator’s role is crucial for the proper management of the company’s activities in all respects. The Romanian law firm Pavel, Mărgărit and Associates recommends seeking a commercial lawyer in Romania who can provide high-quality legal assistance in the field of commercial law, particularly regarding the legal implications stipulated by Law 30/1991 related to the duties of an administrator in Romania.