Appointment and Revocation of the Director
ONRC lawyer in Romania. Appointment of LLC Director in Romania
The appointment and revocation of the Director is the procedure through which the shareholders of a commercial company grant an individual the status of director of a company in Romania. The director of a company in Romania can be a shareholder or non-shareholder, a natural person or a legal entity, Romanian or foreign, according to legal provisions.
Limited liability companies (LLCs) and joint-stock companies (JSCs) can change their directors at any time through the decision of the sole shareholder of LLC in Romania or by resolution of the general meeting of shareholders. In the case of appointment of LLC director in Romania, the director of a company in Romania can be a sole shareholder of LLC in Romania or even an unrelated third party. After the company has been established, any operation regarding the modification of the articles of incorporation filed with the Trade Registry (ONRC) at the time of the company’s establishment, such as changing the name or registered office, changing company director in Romania or procedure to revoke mandate in Romania, can only be made by ONRC modifications so that the changes are enforceable against third parties.
In the resolution of the general meeting of shareholders or the decision of a sole shareholder of LLC in Romania, the identification details of the appointed director of a company in Romania must be included, the responsibilities of the director of a company in Romania should be clearly stated, and the manner of exercising these responsibilities should be specified. This is similar to the mentions made in the articles of incorporation filed with ONRC modifications, which can be done through a lawyer for changing company data in Trade Registry.
Given that changing company director in Romania requires fulfilling certain legal procedures, a lawyer for Trade Registry mentions in Romania or a business lawyer in Romania can assist you with drafting the documents and representing your interests for changing company data in Trade Registry to make sure that you complete the procedure of ONRC modifications.
Lawyer for Trade Registry mentions in Romania. Director’s liability in Romania
According to the regulations in the New Civil Code regarding the director’s liability in Romania, when there is no opposition from the shareholders, the director of a company in Romania can perform any acts of administration in its interest. The director’s liability in Romania may exceed the capacity of a director, meaning that the director of a company in Romania is personally liable to it for damages caused by violating the law, the mandate, or through negligence in the exercise of their duties. However, if there are multiple directors who have worked together, the liability will be joint and several. There are also situations where several directors are appointed, and the act by which they were designated does not clearly delineate each one’s responsibilities. In this case, each director can manage the company independently in good faith. If, by the appointment decision, they were authorized to work together, none of the directors can perform administrative acts without the others, even if the latter were unable to act.
A lawyer for director’s liability in Romania or a business lawyer in Romania can provide the necessary legal assistance and representation if negative consequences arise that also affect the person of the director of a company in Romania.
The Romanian Law Firm Pavel, Margarit and Associates provides legal advice and legal assistance services in corporate law, especially regarding assistance in appointment and revocation of the Director of a company in Romania. An ONRC lawyer in Romania can support you in changing company director in Romania, having great experience in commercial law in Romania. In order to benefit from our professional support and for commercial lawyer advice, we invite you to fill in the contact form available on our website https://avocatpavel.com/contact/.
Don’t navigate these challenges alone. Contact Us today for expert assistance tailored to your needs.
Lawyer for changing company data in Trade Registry. What is the procedure to revoke mandate in Romania?
In principle, the legal relationships between a commercial company and its directors are governed by the rules applicable to the contract of mandate. The mandate contract, by its nature, can be terminated by its revocation by the company.
When considering to revoke company director in Romania, the principle of symmetry applies, according to which the modification of an act is subject to the same conditions that led to its valid conclusion. Therefore, the procedure to revoke mandate in Romania will also be the responsibility of the general meeting of shareholders, the same body that carried out the procedure for the appointment of LLC director in Romania.
The procedure for the appointment of LLC director in Romania takes into account the personal qualities of the proposed individual, following a vote of confidence obtained from the other shareholders, which gives them the possibility to revoke company director in Romania at any time, regardless of the existence of justified reasons. The possibility of changing company director in Romania cannot be bound by any contractual clause; it is manifested by the simple decision of the general meeting of shareholders. The resolution adopted in this regard is an act subject to the procedure of ONRC modifications that can be made by a lawyer for Trade Registry mentions in Romania just like the legal operation of appointment of LLC director in Romania or any other procedures regarding the company that must be registered with the Trade Registry.
The Romanian law firm Pavel Margarit and Associates invites you to use the legal services offered by our team of specialized lawyers through a lawyer for changing company data in Trade Registry or an ONRC lawyer in Romania, thus ensuring the enforceability of the company’s acts against third parties by registering them with the Trade Registry.
An important aspect regarding the procedure to revoke mandate in Romania is that the resolution taken by the general meeting of shareholders is enforceable and final, meaning that it cannot be revoked and cannot be challenged in court by the director thus released from the mandate. However, the director will be entitled to compensation if the revocation was decided without just cause.
A lawyer for director’s liability in Romania or a business lawyer in Romania can help you benefit from the rights you are entitled to if you are facing a situation which includes to revoke company director in Romania. The Romanian law firm Pavel Mărgărit and Associates offers high-level legal services and expertise in managing procedures such as the appointment of LLC director in Romania, changing company director in Romania or can guide you regarding the rules applicable when there is only a sole shareholder of LLC in Romania. Thus, seeking the assistance of an ONRC lawyer in Romania or a lawyer for director’s liability in Romania brings the benefits of efficient document management, mediation of possible conflicts, and protection of the company’s interests.
Articles from the practice area
Intellectual property litigation has surged in Romania and across Europe, driven by the growth of digital markets, cross-border commerce and intensifying competition. Registered trademarks and trademark registration strategies are no longer merely formalities: they are essential business assets. Business owners who register trademark rights and who coordinate filings with bodies such as the EUIPO and […]
The process of divorce procedure and the division of co-ownership raises numerous legal and emotional challenges, making it essential for the parties to be well-advised. Choosing correctly between a court-based divorce procedure and an amicable route at a notary depends on the level of conflict between spouses, their willingness to cooperate, and the complexity of […]
The process of restitution of nationalized or abusively taken properties by the state is carried out through the National Authority for Restitution of Properties (ANRP) and through CNCI (National Commission for Property Compensation), in accordance with the provisions of Law 165/2013 regarding the measures for the finalization of the restitution process, either in kind or […]
Civil liability in Romania and tort liability are the legal framework through which damages are compensated in both contractual and extra-contractual relations. A clear differentiation between contractual liability and tort liability allows for determining the criteria for engaging responsibility and for establishing the compensation obligations. Through an action for damages in Romania, the injured party […]
Inheritance disputes constitute one of the most complex branches of civil law, having a major impact both on patrimony and on family relationships. Any succession is regulated by the Civil Code, and conflicts between heirs can be resolved amicably or, when this is not possible, through an inheritance process in court. In such situations, the […]
Tax disputes with NAFA are an increasingly frequent reality for both individuals and legal entities. Whether it concerns a tax dispute such as a contestation of an administrative act, a contestation of a tax decision, or a disagree with a tax decision, taxpayers must know the deadlines, procedures, and legal means through which they can […]
The debt recovery procedure in Romania represents an essential legal mechanism for protecting creditors’ rights and ensuring compliance with contractual obligations. By efficiently using the instruments provided by national legislation, creditors can achieve rapid results in matters of debt recovery and debt collection. Among the most frequently used procedures, the payment order, stands out, offering […]
As legal conflicts become increasingly complex and frequent, correctly approaching an action in court is necessary for protecting rights and interests. Whether it concerns a complex matter of civil litigation or clarifying the steps of the judicial process, the expertise of a civil lawyer, a litigation lawyer, or a defense attorney can make the difference […]
In the current context, where time is one of the most valuable resources, an online legal consultation emerges as the ideal solution for those who want to resolve legal issues quickly and efficiently. Whether you are facing litigation, need a legal assistance for drafting or reviewing documents, or simply wish to better understand your rights, […]
Methods of debt collection in Romania The procedure of debt recovery in Romania can be a significant challenge in legal relations between parties, aiming to protect the rights and interests of creditors. This process is governed by the Romanian Civil Procedure Code or applicable legislation, depending on the source of the damage. When dealing with […]
Legal strategies to prevent conflicts and protect your business from costly lawsuits Given the evolving legislative framework and the constantly changing business environment, many companies in Romania find themselves involved in legal disputes that can impact their operations and stability. Most often, these disputes involve commercial debt recovery in Romania from commercial conflicts, tax issues, […]
How to enforce judgements more easily in Romania? One of the most significant legislative changes proposed at the end of 2024 is the removal of Court’s approval for forced execution in Romania when it involves court decisions. This change promises to streamline the process of civil enforcement proceedings in Romania and reduce the duration of […]