Changing the Manager of an SRL in Romania

In this article, we will talking about changing the manager of a company in Romania: who is involved in this process, what are the steps to be taken and what documents are required when thinking about having a new manager for your SRL.

A change of the manager of a limited liability company must be registered with the Trade Register.

Unless the memorandum of association provides otherwise, the General Assembly of associates decides, including on amendments to the memorandum of association, by the vote of the absolute majority of the associates and of the shares. The former rule requiring the vote of all associates for amendments to the memorandum of association was repealed by Law no. 265/2022; however, the memorandum of association may still require unanimity.

According to Law no. 31/1990 on companies, the power to appoint and revoke managers rests with the General Assembly.

Who is responsible for changing the manager of company in Romania?

The ability to make the decision to change the manager of a company lies, depending on the type of organization and incorporation, either on the sole associate (in case there is a single associate) or on the General Assembly of associates when the company has at least 2 partners. 

The making of the decision to replace the manager/ managers of a company is focused on a sole associate's decision or the decision of the General Assembly.

The document through which the decision to modify the manager of a limited liability company is made must contain a range of information, such as:

• the decision to change the manager and the appointment of a new manager,
• the information regarding the new manager,
• the mode of convening the General Assembly (when applicable),
• the fulfillment of the legal conditions for making the decision and the signatures of the authorized persons. 

The new manager must accept the appointment and, where required, submit a declaration on his or her own responsibility confirming that he or she meets the legal requirements for the position of manager of a limited liability company, as well as a specimen signature. The Trade Register obtains the information from the fiscal record of the new manager directly from the tax authority.

The documents filed with the Trade Register are usually the following:

• 1) the original application for registration;
• 2) the modifying act of the memorandum of association;
• 3) the updated memorandum of association, where applicable;
• 4) where applicable, the declaration on own responsibility of the new manager, showing that he or she meets the legal conditions for holding this position;
• 5) the identity documents of the new manager;
• 6) where applicable, the specimen signature of the new manager;
• 7) if applicable, the registration document of the Romanian legal person that will become manager;
• 8) power of attorney for persons designated to carry out the legal formalities;
• 9) where applicable, the beneficial owner declaration.

For more information on changing the manager of a limited liability company, as well as for the competent representation before the authorities and the fulfillment of the legal formalities specific to this procedure, please feel free to contact the lawyers at the Darie, Manea & Associates law firm.

by Cristian Darie