Romanian limited liabilities companies and joint stock companies can change their Directors at any time by the decision of the sole shareholder/associate or the decision of the general meeting of shareholders/associates, and this change must be registered with the Romanian Trade Register. The appointment of a new Director and his / her mandate should be done with caution by associates, so that no problems arise during the collaboration with him / her.
Thus, the shareholders/associates must determine the term of the mandate and the limits of the powers of the administrator. A Romanian litigation and corporate lawyer can draft a contract for the benefit of the client. Through this contract, the Directors limits of duties will be clearly stipulated. The knowledge of law and experience allow a professional to provide a contract that best protect the client’s interest, say lawyers from Pavel, Margarit & Associates Romanian Law Firm.
Of course, it is not excluded that the powers delegated to the Director be unlimited, if the associates have full confidence in him/her.
The main responsibilities of the Directors are to represent the Romanian company in its relations with third parties, to implement the decisions of the associates and to carry out all the necessary steps for the good functioning of society.
Here are the papers you need:
1. Application for registration;
2. The decision of the general meeting of the shareholders / the decision of the sole associate, namely the decision of the board of directors, the decision of the supervisory board on the change of the administrators;
3. The Founding Act;
4. Declarations made on the sole responsibility of the new administrator showing that they accept the appointment and that they meet the legal conditions for holding these qualities;
5. Identity documents of new members of management bodies;
6. If applicable, the authentic declaration on the sole responsibility of the natural person foreign national in his own name or as a representative of the foreign legal person not registered in Romania;
7. Signature specimens of administrators
8. If applicable:the registration document of the Romanian legal persons holding the capacity of administrator;Special power of attorney for persons designated to carry out legal formalities.
9. Evidence of payment of the legal tariff.
The necessary file for the change of the Director is quite complicate. In order to get the procedure as fast as possible, it is advisable to hire a Romanian specialized lawyer. Beyond the legal aspects, a Romanian corporate and litigation lawyer can handle the documentation and the necessary steps to change the administrator. The Romanian Trade Register procedure lasts 3 days, according to specialized lawyers from Pavel, Margarit & Associates Romanian Law Firm.
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