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.
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