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Managing Director(s)

A Romanian Limited Liability Company (“LLC”) is legally represented by its Managing Directors (“MDs”). The MDs are entitled to represent the Company vis-à-vis third parties in all judicial and extrajudicial matters. Internally, they run the business of the Company by making all management decisions and handling the day-to-day management of the Company. However, the Shareholders may instruct the MDs to exercise their management power in a specific way. MD’s may delegate part of their duties to company managers/executives (“director” or “manager” in Romanian), who would act as employees pursuant to the Labor Code (they are not corporate bodies in themselves as per Romanian Companies Law).

[...]

Division of Duties: The MDs are entitled to exercise the general management of the Company and to represent the Company towards third parties in all matters, usually individually and with full powers. However, the Articles of Association (“AoA”) may also provide for joint representation of the Company by 2 or more MDs. The AoA may further limit the MD’s powers as the General Meeting of Shareholders (“GM”) sees fit (e.g., by specifying contract value caps, types of decisions/fields of activity for an MD).

Composition: One or several persons may be appointed as MDs for an indefinite or a limited period of time. If several MDs are appointed, they do not automatically form a collective body. The MDs may have either individual powers (where each of the MDs has full authority and powers of representation) or joint powers, where several MDs are appointed to act together (i.e., none of the MDs shall have sole decision and representation powers). The MDs may be employees of the Company or not. The MDs may be natural or legal persons, having either Romanian or foreign nationality. Legal person MDs must designate a natural person representative who will be liable for decisions taken.

Appointment/Dismissal Competence: The MD(s) are appointed and dismissed by the GM. The first MDs are appointed by the AoA signed at the date of incorporation, while the following MDs are appointed by decision of the GM. The decision for the appointment/dismissal of the MD has legal effect towards third parties after the requisite Trade Registry formalities are finalized, unless it can be proven that the third party has knowledge about the appointment/dismissal before the entry in the Trade Registry. The position of MD can be revoked at any time in which case the name of the relevant MD has to be de-registered from the Trade Registry. In some cases, if the MD’s revocation decision is unjustified, the MD may request court damages.

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 GM.

Convening notice.

Yes, usually signed by MDs in required number (i.e. joint or individual signature).

To be received by each Shareholder at least 10 calendar days before the GM (unless the AoA provides a longer period of time).

Yes.

No.

Yes, by unanimous agreement of all Shareholders (not expressly permitted by law, but is widely employed in practice).

Usually convened by registered letter sent to each Shareholder.
2

GM.

Resolution of the GM.

Yes, to be signed by all of the voting Shareholders.

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 appointment 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 MDs;

(iv) Standard statements of new MD’s mandate acceptance and compliance to Romanian legislation;

(v) Signature specimen of the new MD;

(vi) Copy of the Identity card of the new MD.

Yes, standard form and updated AoA to be signed by the empowered MD (or by a proxy).

Standard statements and signature specimens to be signed by the new MD.

Filing within 15 calendar days from GM.

Yes.

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

No.
1
Step 1
>10 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-25 days**

*However, less than 10 days is possible if Step 1 is waived.

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

Convening of GM.

Convening notice.

Yes, usually signed by MDs in required number (i.e. joint or individual signature).

To be received by each Shareholder at least 10 calendar days before the GM (unless the AoA provides a longer period of time).

Yes.

No.

Yes, by unanimous agreement of all Shareholders (not expressly permitted by law, but is widely employed in practice).

Usually convened by registered letter sent to each Shareholder.
2

GM.

Resolution of the GM.

Yes, to be signed by all of the voting Shareholders.

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 (cf. Step 2);

(iii) AoA updated with identification data of new/remaining MDs. 

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

Filing within 15 calendar days from GM.

Yes.

No.

No.
1
Step 1
>10 days*
2
Step 2
0 days
3
Step 3
0-15 days

0-25 days**

*However, less than 10 days is possible if Step 1 is waived.

**The need for originals may take additional time.
Download/print Checklist Fee quote
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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