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What is the responsability of a Romanian administrator

Question: What is the responsability of a Romanian administrator of a SRL?

Answer: The administrators of Romanian companies must assume a set of responsibilities which cannot be disregarded or purposely neglected, since their decisions directly influence the overall business development.They are entitled to represent the company and they must conduct their activities in the interest of the company’s shareholders.

Below, our Romanian lawyers list the main issues regarding liability and appointment.

According to Article 73 of Law 31/1991, the company administrators are responsible for:

  1. accuracy of payments made by associates;
  2. existence of paid dividends;
  3. exact fulfillment of decisions made by General Meeting of Shareholders;
  4. strict fulfillment of duties imposed by law and by articles of incorporation.

Our team of lawyers in Romania can provide more details about the duties and responsibilities of the SRL company administrator.

Question: Who names the administrator of a SRL?

Answer: You must know that the administrators are named by the General Meeting of Shareholders, excepting the first administrators who are named through the articles of incorporation. The same General Meeting of Shareholders can dismiss the administrators.

In the Law 31/1991, it is mentioned that the ones who candidate for administrator jobs are nominated by the members of board or by the shareholders. Also, while managing the business, the administrator cannot sign a labor contract. In case the administrator is chosen from among the employees the current labor contract is suspended.

According to Law 85/2006 the responsability belongs to board members and supervisory board of the company or to any other person responsible for insolvency. The responsability also regards the administrators – as governing authority. This means that the creditors can sue just the company for recovering their debts. But, the administrators respond to creditors only in case of insolvency. Our lawyers in Romania can provide more information about these laws.

There is also an exception in Article 144 ( paragraph II.2 ) in the Law 31/1990 where the administrator is held responsible for someone else’s acts. The administrators and the board members are responsible for the acts of employees when the damage has been done due to their unprofessional management. You must have in view the fact that, in this case, the administrator is held responsible only towards the company.

The Article 144 ( paragraph I.1 ) in Law 31/1991 enforces the board members to act in the company’s best interest, executing their mandate, carefully and with good management. The administrator has the duty to ensure and maintain a separate patrimony of the company that he manages. The administrator is forbidden to use for personal purposes the company’s profit, goods or information.

Investors who need more details on the laws that govern the role and liabilities of the company administrator can reach out to our Romanian lawyers.

We understand how complicated legal matters can sometimes be. Our job is to make all these processed hassle-free, so you and your team can focus on growing your business. Please call our law firm in Romania for a free consultation and let us become partners to your success!

by Cristian Darie