The necessity of bringing together the members at the annual general meeting for the empowerment by the administrator in the operations

The High Court of Cassation and Justice issued a decision by which it interpreted the provisions of Article 701 of Law no. 31/1990 on companies, republished which expressly states that, according to the will of the legislator, the acts of disposal of the company's assets are concluded by the legal representatives based on the powers conferred, as the case may be:
- so by law, or
- in the articles of incorporation or the
- by the decision of the statutory bodies
it is not required, a special power of attorney to this effect, and the neimpunându-it is not that the power of attorney should be in the form of authentic, even in cases in which, pursuant to law, the acts of the provision is to enter into a binding in a legal form.
Art. 701: "Deeds of disposition over the assets of a company can be concluded on the basis of the powers conferred on the legal representatives of the company, as the case may be, by law, the constitutive act or the decisions of the statutory bodies of the company adopted in accordance with the provisions of this law and of the company's constitutive act, not requiring a special power of attorney in authentic form for this purpose, even if the acts of disposition must be concluded in authentic form."
In this case, one of the two administrators of a limited liability company, an administrator who could exercise his powers together with the other administrator or individually, according to the company's articles of association, it was not necessary to present to the notary and the other party a Resolution of the Assembly General of the Associates of power of attorney in this regard and, even less, in authentic form.
The High Court established that the provisions of Article 701 of Law no. 31 / 1990 derogates from the rules established by the Civil Code by article 2.013 para. (2) et seq., according to which the form in which the power of attorney is granted is determined by reference to the form required by law regarding the form of the act for which it is granted.
Art. 2013: "Form of the mandate: (...)(2) The mandate given for the conclusion of a legal act subject, according to the law, to a certain form must respect that form, under the sanction applicable to the act itself. The provision does not apply when the form is necessary only for the opposability of the act to third parties, if the law does not provide otherwise."
To sum it up, there is a need for a general meeting of shareholders to decide on the mandate of the manager, and get him to sign a deed of assignment of real property of the company. Bringing together the members at the annual general meeting shall be warranted only in those cases in which the necessary exemptions to the conditions of the restrictions of the articles of association, but not as the administrator or administrators have full power which he can exercise (e) the individual, according to the articles of association.
The full text of the Decision of the High Court of Cassation and Justice no. 731 of March 5, 2015 you can consult it here.