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Managing Director/Executive Directors

As per Romanian Law on Companies, in a two-tier organizational structure, the Joint Stock Company (“JSC”) is managed by a Managing Director (“MD”) or, if more than one person is nominated, by the Executive Directors (“ED”) which act under the control and supervision of a Supervisory Board (“SB”). In a JSC with a two-tier management structure subject to audit obligations, the Company must be run by an ED.

Division of Duties: Unless the JSC is managed by a MD, the corporate governance is performed by the ED which conducts meetings regularly (not less than once every 3 months). The ED is required to take all necessary and useful measures for the fulfilment of the object of activity of the JSC, with the exception of any duties entrusted by law or the Articles of Association (“AoA”) to the SB (mainly over watch and reporting duties). [...] ED decisions are taken with a simple majority vote. The ED makes day-to-day management decisions and all the ED members, acting together, usually have the power to bind the Company towards third parties. However, the AoA may also provide for independent or joint representation of the Company by 2 or more ED members. The AoA may further limit the ED members powers as the General Meeting of Shareholders (“GM”) sees fit (e.g., by specifying contract value caps, types of decisions / fields of activity).

Composition: If the Company is not subject to audit obligations, it may be governed by a MD. If the Company is subject to audit obligations, the ED must consist of an uneven number of members, no less than 3. No ED members may also be part of the SB. The ED members may not be employees of the Company. The ED members may be natural persons, having either Romanian or foreign nationality.

Appointment/Dismissal Competence: The SB appoints the ED members and dismisses them at its own discretion at any time. The MD/ED members are appointed for a 4 year maximum term, which can, however, be extended for successive 4 year periods indefinitely. The GM may also revoke the MD or one or more of the ED members.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Romania on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Maravela & Asociații before actually changing any board members in Romania.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

Yes, to be signed by the SB Chairman, by any other 2 SB members or by the MD/ED representative.

At least 15 calendar days prior to the SB Meeting.

Yes.

No.

No, waiver of this step by agreement of all SB members is permitted only in case of emergencies.
2

SB Meeting.

Resolution of the SB meeting.

Yes, to be signed by all the attending SB members.

At the date stipulated in the convening notice.

No.

No.

No, however, if allowed in the AoA, no physical meeting is needed.

The appointment becomes effective towards the Company (internally) as of the date of the SB Resolution and towards third persons (externally) upon registration with the Romanian Trade Registry (cf. Step 3).
3

Filing with the Romanian Trade Registry.

(i) Standard form;

(ii) Resolution of the SB;

(iii) AoA updated with identification data of new MD /ED member (only if the MD/ ED members were nominated in the previous versions of the AoA);

(iv) Standard statement of new MD/ED member’s mandate acceptance and compliance to Romanian legislation;

(v) Signature specimen of the new MD/ ED member;

(vi) Copies of the Identity card of the new MD/ED member.

Yes, standard form and updated AoA to be signed by the MD/ED representative (or by proxy).

Standard declarations and specimen signature/consent to be signed by new MD/ED members.

Filing within calendar 15 days from the SB Meeting.

Yes.

Yes, specimen signature/consent of the new MD / ED members to be notarized or certified by the Trade Registry (in the latter case ED members sign before Trade Registry officials).

No.
1
Step 1
>15 days
2
Step 2
0 days
3
Step 3
0-15 days

15-30 days*

*The need for notarization and originals may take additional time.
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Dismissal (by the Supervisory Board)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of SB Meeting.

Convening notice.

Yes, to be signed by the SB Chairman, by any other 2 SB members or by the MD/ED representative.

At least 15 calendar days prior to the SB Meeting.

Yes.

No.

No, waiver of this step by agreement of all SB members is permitted only in case of emergencies.
2

SB Meeting.

Resolution of the SB meeting.

Yes, to be signed by all the attending SB members.

At the date stipulated in the convening notice.

No.

No.

No, however, if allowed in the AoA, no physical meeting is needed.

The dismissal becomes effective towards the Company (internally) as of the date of the SB Resolution and towards third persons (externally) upon registration with the Romanian Trade Registry (cf. Step 3).
3

Filing with the Romanian Trade Registry.

(i) Standard form;

(ii) Resolution of the SB;

(iii) AoA updated with identification data of new MD/remaining ED members (only if the MD/ ED members were nominated in the previous versions of the AoA). 

Yes, standard form and AoA to be signed by an ED representative other than the person dismissed (SB Chairman if no one else is available) (or by proxy).

Filing within calendar 15 days from the SB Meeting.

Yes.

No.

No.
1
Step 1
>15 days
2
Step 2
0 days
3
Step 3
0-15 days

15-30 days*

*The need for originals may take additional time.
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Dismissal (by the General Meeting)
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by an ED representative other than the person dismissed (SB Chairman if no one else is available)

At least 30 calendar days prior to the GM.

Yes.

No.

Yes, by unanimous agreement of all Shareholders.

To be published in the Official Gazette. If the Company issues nominative shares and its AoA permits, the convening notice may be sent by registered letter to all Shareholders.
2

GM.

(i) Resolution of the GM;

(ii) Minutes of the GM.

Yes, to be signed by the SB Chairman and by the GM Secretary. 

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes.

No.

No, however, if allowed in the AoA, no physical meeting is needed.

The dismissal becomes effective towards the Company (internally) as of the date of the GM and towards third persons (externally) upon registration with the Romanian Trade Registry (cf. Step 3).
3

Filing with the Romanian Trade Registry.

(i) Standard form;

(ii) Resolution of the GM;

(iii) AoA updated with identification data of new MD/ remaining ED members (only if MD/ED members were nominated in the previous versions of the AoA). 

Yes, standard form and AoA to be signed by an ED representative other than the person dismissed (SB Chairman if no one else is available) (or by proxy).

Filing within 15 calendar days from the GM.

Yes.

No.

No.
1
Step 1
>30 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-45 days**

*However, less than 30 days is possible if Step 1 is waived.

**The need for originals may take additional time.
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Maravela & Asociații has provided all input about changing board members in Romania. Maravela & Asociații is [...] an internationally recognized and repeatedly awarded Romanian law firm offering full services in legal, tax advisory and insolvency matters. Firm’s clients (large multinational corporations, sound Romanian companies, private investors, public authorities and State companies) have consistently endorsed the quality of services provided, the flexible approach, responsiveness and a friendly working climate.

For more information about Maravela & Asociații and changing board members in Romania, please use the contact information below:

CONTACT: Alina Popescu, Founding Partner
TEL: +40 21 310 17 17
EMAIL: office@maravela.ro
WEB: www.maravela.ro