The management of the company
The performance of the necessary operations for the fulfillment of the company's object of activity - company administration - may be entrusted by the General Assembly of associates to one or more individuals, natural or legal, Romanian or foreign.
The directors may be members or non-members of the society with limited liability that is a given. The appointment of the directors shall be done by the founding shareholders or by the articles of association, at the founding of the company, or by a Decision of the general Meeting of shareholders, when the appointment takes place after the creation.
The administrator, the natural person or legal entity may or may not be able to represent the company as a result of the provisions of art. 71, para. (1) of the Law. To 31 December 1990. If the administrator shall have the right to represent the company on a permanent basis, and overall, you will have the capacity as legal representative of the latter.
The conditions for maintaining the quality of the manager
Law. 31 December 1990, the companies act provides that the express terms of the negative, which the people called the manager has to carry out.04
Thus, according to art. 731 in conjunction with art. 6 para. (2), cannot be administrators persons who, according to the law, are incapable or who have been convicted for fraudulent management, breach of trust, forgery, use of forgery, fraud, embezzlement, perjury, giving or bribery, for the offenses provided by Law no. 656/2002 for the prevention and sanctioning of money laundering, as well as for the establishment of measures to prevent and combat the financing of acts of terrorism, with subsequent amendments and additions, for the crimes of simple bankruptcy or fraudulent bankruptcy or for the crimes provided for by Law no. 31 / 1990.
The redevelopment has resulted, for the offences mentioned above lead to the removal of the incompatibility.
The appointment as an administrator of a person who does not meet the conditions set out above is sanctioned by forfeiture of that person's rights (art. 731 of Law no. 31 / 1990).
Therefore, it may be the administrator, the person with full legal capacity, who has not been convicted of having committed any of the crimes listed in art. 6 para. (2) of the Law. To 31 December 1990.
A legal entity created according to the Romanian law or the law of the state in which it is situated, it may not be designated as administrator of a COMPANY. With this appointment, the person is required to appoint a permanent representative, an individual.
This is a legal person, as well as his / her representative, shall be subject to the same conditions and obligations and shall have the same civil and criminal liability as an administrator of a natural person, acting directly on behalf of the company, it is a legal entity that is to be released from the liability of, or to reduce joint and several liability. When a legal person is revoked, the representative, it has the obligation to appoint at the same time, for a replacement, and to ensure compliance with the formalities of nature (the record of the claim in the commercial register).
The duration of the mandate of an SRL administrator
Term of office of a trustee may be more limited in the time since the date of the appointment or it may be unlimited in time, it will stop by the revocation (from the geerală), a death / dissolution (of the business), renunciation of the order or disqualification, as a result of a conviction for having committed one of the offences mentioned above.
In the case of time-limited mandates, it is important to mention that, on the date of termination of the mandate, the person whose mandate has ended can be re-elected administrator of the same SRL, without Law no. 31 / 1990 to impose any limitation on the number of mandates that the administrator of an SRL can receive.
The constitutive act, it may, however, contain a provision by which the number of terms of an administrator is to be limited, although the usefulness of such a provision is not to be found in practice.
