Partnership Agreement: How to Prevent Shareholder Conflicts in Times of Crisis
In today’s economic climate, more and more entrepreneurs choose to enter into a general partnership to start a company. One may become a shareholder by contributing to the share capital of a newly established company, by acquiring shares through assignment, or via inheritance. Regardless of how shareholder status is acquired, it brings not only obligations but also specific legal rights.
A shareholder has the right to participate in the negotiation and signing of contracts, review contractual clauses, convene or attend the General Meeting of Shareholders (GMS), verify the administrator’s report, and influence major decisions, such as amending the company’s structure or appointing management. The shareholder is also considered an economic operator registered with the trade register, and their ownership must be properly declared through the articles of association and the real beneficiary declaration, as required by law.
The law firm Pavel, Mărgărit & Associates provides full legal assistance through a team of corporate lawyers in Romania, tax lawyers, civil attorneys, and litigation lawyers. Whether you’re just starting, undergoing restructuring, or already in a conflict between shareholders, legal support is crucial for decisions such as a partnership agreement, share assignment, or registering changes with the trade register.
Contract Lawyer in Romania: Share Transfer (Exit Legal) – What You Must Know When Buying or Leaving a Company
Share transfer is one of the most common operations in a company, especially during periods of economic instability. Governed by Law 31/1990, this legal act involves multiple steps where assistance from a business contract lawyer in Romania is essential.
The share transfer must be approved by the shareholders through a decision at the General Meeting (GMS), adopted by a qualified majority. A company lawyer in Romania will review the contractual clauses, flag abusive conditions, and identify legal risks, particularly in cases involving prior commercial disputes.
Once approved, the transfer must be registered at the trade register, and according to Law 129/2019, changes in shareholder structure must be notified, with updates on the beneficiary real in ONRC records. A due diligence lawyer and a corporate attorney in Romania ensure full compliance, avoiding administrative penalties.
When pursuing a legal exit, the administrator must draft a financial report and evaluation of the share value. The contract may contain contractual clauses that could be abusive and must be renegotiated with a commercial lawyer in Romania or international lawyer in Romania, especially if litigation is a risk.
Failure to update beneficiary real data with the trade register can lead to sanctions and may invalidate the share transfer.
Due Diligence Lawyer: The Administrator’s Report – Transparency and Control in Uncertain Times
In any company, the administrator is legally obligated to draft and present a management report (the “darea de seamă”) under Law 31/1990. This document is vital for ensuring transparency and trust among shareholders, especially in economically volatile periods.
A due diligence lawyer, together with a corporate lawyer in Romania and a tax lawyer, plays a critical role in auditing this report to ensure it reflects the company’s true financial and operational status. This review includes financial data, existing contracts, contractual clauses, and verification of the beneficiary real declaration submitted to the trade register.
If the report is missing or misleading, a corporate attorney in Romania may advise including provisions in the partnership agreement for sanctions or corrective measures. In more severe situations, a litigation lawyer can file claims against the administrator for damages caused to the company or other shareholders.
The beneficiary real, as a shareholder, must have access to these documents. Refusal by the administrator can lead to sanctions or removal by a GMS decision, legally drafted under legal counsel from a business lawyer in Romania.
Corporate Lawyer in Romania: General Meeting of Shareholders – How to Decide Legally in Uncertain Times
During uncertain times, strategic decisions in a company must be taken via the General Meeting of Shareholders (GMS), governed by Law 31/1990. Whether it’s approving the administrator‘s report, restructuring shareholders, processing a share transfer, or modifying the articles of association, the GMS must be properly convened and legally documented.
In single-shareholder structures, the decision of the sole shareholder replaces the GMS and must follow the same legal procedures, guided by a corporate lawyer in Romania or a contract lawyer in Romania.
A due diligence lawyer and commercial lawyer in Romania ensure the documents comply with the law, preventing omissions that may lead to nullity or sanctions.
When a shareholder believes a GMS was flawed (e.g., improper notice, missing report, or abusive contractual clauses), they may file a legal challenge. Here, the role of a litigation lawyer is essential to protect the injured party.
“Lack of clarity in partnership agreement terms and non-compliance with regulations on beneficiary real, contracts, or share transfers can lead to major internal disputes and costly litigation,” stated Dr. Radu Pavel, Managing Partner at Pavel, Mărgărit & Associates.
Pavel, Mărgărit & Associates provides full legal support in company law, including the drafting and negotiation of partnership agreements, share transfers, contractual clauses, and representation in commercial disputes between shareholders or against the administrator. Their team of corporate lawyers in Romania, tax lawyers, contract lawyers, and international lawyers in Romania offers tailored solutions based on Romanian and EU regulations.
Don’t navigate these challenges alone. Contact Us today for expert assistance tailored to your needs.
Being a shareholder means more than owning shares – it involves legal responsibilities and strategic decisions within a company. A well-informed economic operator working with legal professionals can prevent or resolve commercial disputes efficiently.
Pavel, Mărgărit and Associates Romanian Law Firm is one of the top law firms in Romania, offering high-quality legal services. Among the firm’s clients are major multinational and domestic companies. In 2024, its successful track record has brought it international recognition from the most prestigious legal directories and publications. Thus, Pavel, Mărgărit and Associates was ranked 3rd in Romania by Legal 500 for its exceptional expertise in business law. The firm is also recognized internationally by IFLR 1000 Financial and Corporate 2024 and is the only Romanian firm recommended by the Global Law Experts directory in London for Dispute Resolution. All relevant information about Pavel, Mărgărit and Associates Romanian Law Firm is available at www.avocatpavel.ro.