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Our Articles

Directors and Administrators of Romanian Companies

by Vlad Cuc

The administrator (Director) of the Romanian Limited Liability Company (SRL) is the main body of the company. The SRL can have one or more administrators, shareholders or non-shareholders in the company, appointed through the Articles of Associations or the General Shareholder Assembly. The administrators cannot receive, without authorization from the Shareholder Assembly, the mandate to be administrator in other competitor companies or in companies having the same object of activity. Administrators cannot perform the same kind of trade or another competing trade on their own behalf or in behalf of another physical person or company, under the sanction of their revoking and liability for damages.

Appointing an administrator
The administrator can be a physical person or a legal entity. Administrators are appointed initially by the Articles of Association and afterwards, during the current activity of the company, through a Decision of General Shareholder Assembly. This Decision shall confer one or more shareholders or non-shareholders the mandate to administer the Romanian company.

Obligations and Attributions of the Romanian Administrators
The main obligations of the administrator are:
1. to manage the current activity of the company;
2. to maintain correct accounting for the company, insuring the existence and correct filing of the accounting records;

3. to fulfill the obligations of the companies they represent (e.g. trade regulations);
4. to inform the shareholders upon the company’s activity;
5. not to activate in any way as a competitor to the company and follow the company’s interests (the administrator’s fidelity obligation to the company).

The administrator can perform any operation necessary to fulfill the company’s activity. The administrator is able to sign documents related to the internal management of the company as well as fully represent the company in relations with third parties.

Liability of the administrators constitutes of both civil liability of criminal (penal) liability. Civil liability refers to liability to the company and shareholders, third parties and in case of company’s bankruptcy. Criminal liability refers to cases of fraudulent management, breach of trust, manufacture and use of false documentation, fraud etc. Persons having been convicted of such crimes cannot be appointed administrators and, if currently being administrators, shall lose their position.