Changing the Directors and Board Members of a Romanian Company

In what circumstances can the need to change the members of a supervisory body in Romania occur?

Changing members of a company's bodies in Romania can be triggered by a series of events that are specific to each company's reality. Such events may refer to mismanagement or mismanagement of society, the desire of the member of that organ to no longer belong to the firm, an unsuccessful collaboration among members, etc. The reasons for such a change are unlimited and depend to a large extent on the dynamics of the economic activities of society and the relationships established within them.

Similarly, the revocation of a member of the administrative body, for example, is different in relation to the type of company. Thus, in partnerships and partnerships, administrators may be revoked by associations holding the absolute majority of the share capital, except in the cases in which they were established by the articles of incorporation. In other cases, the revocation of the directors is carried out by the General Assembly. This diversity is due to the different forms of organization of each type of society.

As we can see, as a rule, the governing or administrative organs are established by the constitutive act. Since the instrument of incorporation thus includes information on such organs, such as identification data, held position and related rights and obligations, a change in the member of the body usually leads to the modification or updating of the articles of association, matters which must be registered in the trade register.

However, there are also situations where changes to certain organs do not in themselves lead to a change in the constitutive act. In the case of a limited liability company, a change in auditors or financial auditors will not entail the amendment of the constituent act and, as such, it will not be necessary to file the updated constitutive act. Regarding joint stock companies and limited partnerships, the modification of an administrator, directors, censors and auditors or members of the supervisory body does not mean also the amendment of the constitutive act, and the submission of the updated constitutive act will not be necessary.

What are the documents that I need to be able to modify certain members of the administrative bodies of a company in Romania?

For those situations in which the changes of members of a Romanian company also entail the modification or the necessity of updating the constitutive act, we mention that the documents that are necessary for the registration in the trade register of the related mentions regarding such changes, concerning the representatives of the company, are the following:

▪ the application for registration in the original;
▪ the amending act of the constitutive act - whether it is the decision of the associate, the addendum to the constitutive act or the decision of the General Assembly, - the decision of the board of directors and / or the decision of the supervisory board, in original;
▪ the updated constitutive act, in original, for general partnerships, limited partnerships and economic interest groups and, where applicable, for limited liability companies;
▪ where applicable, declarations on own responsibility submitted by the new directors, members of the supervisory board, directors, directors, etc. from which it can be seen that the person accepts the appointment, but also that the legal conditions necessary for the possession of these qualities are fulfilled;
▪ identity papers of the new members or the new representative of the company;
▪ where applicable, the beneficial owner declaration.
Depending on the body concerned, additional documents may be required, such as the specimen signature of the new members, the documents of a legal person appointed as a member, or prior approvals required by special laws. The Trade Register obtains the information from the fiscal record of the new members directly from the tax authority.

Law Firm Darie, Manea & Associates can provide you with concrete information in particular situations if you are faced with the need to make certain changes to the members of a management body of your firm. Commercial law is a field of excellence for our work and our lawyers can provide you with accurate and complete information as well as specialized legal assistance. Do not hesitate to contact us.