How can a shareholder be excluded from a company in Romania?

During commercial activities, different situations may arise where shareholders are excluded from a company, either due to a unilateral decision, internal disputes or changes in business perspectives. The procedure of exclusion of a shareholder in Romania is expressly regulated by Law no. 31/1990 on companies. Given the numerous and varied situations where arise misunderstandings between shareholders in Romania, it’s common to seek the services of a commercial litigation lawyer in Romania for the exclusion of shareholders from a LLC in Romania, including cases involving inefficient management by a shareholder and administrator in Romania. The Romanian Law Firm Pavel Margarit and Associates recommend consulting a commercial attorney in Romania who can analyze cases of exclusion shareholders from a LLC in Romania and provide optimal solutions for each particular situation.

Commercial attorney in Romania. The legal basis for the exclusion of a shareholder in Romania

According to the provisions of Article 222 of Law no. 31/1990 on companies, a shareholder or a shareholder and administrator in Romania can be excluded from a general partnership, limited partnership or limited liability company in Romania in the following cases:

• The shareholder who, in default, fails to contribute as obligated;
• The shareholder with unlimited liability who is bankrupt or legally incapacitated;
• The shareholder with unlimited liability who unlawfully interferes with administration or violates the provisions of Articles 80 and 82 of Law no. 31/1990;
• The shareholder and administrator in Romania who commits fraud to the detriment of the company or misuses the company’s signature or capital for his or others’ benefit.

Cases of exclusion of a shareholder in Romania are strictly interpreted, so shareholders do not have the authority to decide the grounds for exclusion of shareholder limited liability company in Romania in case of disputes. If these disputes cannot be resolved amicably, shareholders must address the court to settle the dispute. In this regard, The Romanian Law Firm Pavel Margarit and Associates recommend that anyone in this situation to consult a litigation lawyer in Romania to provide specialized legal assistance in shareholder disputes.

Lawyer specialized in companies in Romania. Exclusion of shareholder from a LLC by court decision in Romania

A shareholder or a shareholder and administrator in Romania may be excluded if they delay making the contribution specified in the articles of association. The obligation to make the contribution is enforceable, with all the consequences, from the day the contributions were due, so there is no need for prior procedure in this regard. The excluded shareholder loses this status on the date of exclusion but remains liable for the company’s losses and entitled to benefits until the date of exclusion. The exclusion of shareholder limited liability company in Romania is pronounced by the court through a court decision, and the court also decides on the structure of the participation in the social capital of the other shareholders following the exclusion. The excluded shareholder remains liable to third parties for the operations carried out by the company until the final decision of exclusion.

Regarding the exclusion of a shareholder and administrator in Romania who commits fraud to the detriment of the company or uses the company’s signature or capital for personal or others’ interests, these facts must be proven in court, at the request of the company or any shareholder, through legal representation provided by a commercial litigation lawyer in Romania.

Commercial law lawyer. Dissolution of a company in Romania for misunderstandings between associates

In the context of serious misunderstandings between shareholders in Romania, one of them may request the dissolution of a company in Romania to the extent that these disputes make it impossible to carry out the company’s activities. Serious misunderstandings between shareholders in Romania often arise among shareholder and administrator in Romania who believe they have discretionary powers over the company’s activities to the detriment of the company’s interests, namely in the interest of all shareholders. In other words, if the misunderstanding between shareholders in Romania is serious and hinders the normal conduct of the company’s activities, we are dealing with a case of dissolution of a company in Romania and not one of excluding a shareholder. However, if there are serious misunderstandings between shareholders in Romania, but the company still carries out its activities normally or makes a profit, the company cannot be dissolved on these grounds and the exclusion of shareholder limited liability company in Romania cannot interfere.

The Romanian Law Firm Pavel Margarit and Shareholders offer specialized services for managing the exclusion of shareholders in Romania, including legal consultancy, representation in court regarding shareholder disputes in Romania and assistance in negotiating amicable solutions. The team of corporate litigation lawyer in Romania has extensive experience in strict interpretation of legal provisions regarding the exclusion of shareholders from a LLC in Romania, ensuring that the rights and interests of clients are protected throughout the process. To benefit from our support, you can contact us by accessing the contact form available at https://avocatpavel.ro/contact/.

“We focus on protecting our client’s interests through a professional and personalized approach, tailored to each specific situation. We understand the complexity and sensitivity of cases involving the exclusion of shareholders from a company in Romania and we are dedicated to providing strategic consultancy and efficient representation before the courts in corporate litigation,” stated Dr. Radu Pavel, Managing Partner at Pavel, Margarit and Shareholders Romanian Law Firm.

In conclusion, the exclusion of a shareholder in Romania from a company is a complex and sensitive procedure, strictly regulated by Law no. 31/1990 on companies. Due to the complexity of cases involving the exclusion of shareholders from a LLC in Romania and the strict interpretation of the law, it is essential for the parties involved to seek the services of a specialized commercial attorney in Romania. A lawyer specialized in companies in Romania offer expertise and high-quality legal assistance, ensuring that the rights and interests of clients are protected throughout the process of excluding a shareholder, resulting in a fair and favorable outcome for all parties involved.