INTERNATIONAL CONFERENCE - Facultatea de Drept

Conference Proceedings - Galaţi, 24 th -25 th of April 2009
Year I, Vol. I - 2009
authorized representative (proxy), within 15 days from the authentication
of the constitutive deed (article 125 of Law 161/2003).
II. Nomination of Managers.
The Quality of Manager
The constitutive deed of the Economic Interest Group establishes,
according to article 122, letter “g” as follows: “the members who represent
and manage the group or the managers non-members, natural or legal
persons, the powers conferred to them and whether they will exercise them
jointly or separately as well as the conditions in which they can be
revoked”.
If the constitutive deed of the E.I.G. makes no mention of the
managers, then they can be elected by the unanimous vote of the members
of the group, who also establish their attributions, the duration of the
nomination and their eventual remuneration (art. 157 of Law no. 161/2003).
In case a legal person has been appointed or chosen as manager, the
rights and obligations of the parties are established by a management
contract. The contract should also mention the permanent natural person
representing the legal person who is submitted to the same conditions,
obligations and civil and penal responsibility as a manager-natural person
acting on own behalf (art. 158, paragraph 2 of Law no. 161/2003).
When the Economic Interest Group has appointed several
managers, the right to represent the group belongs to each manager, except
the case when a contrary stipulation is made (art. 170 of Law no. 161/2003).
The following article reads: “If the constitutive deed provides that the
managers should work together, the decision must be taken unanimously;
in case of disagreement between the managers, the decision shall be taken
with the majority vote of the members. For urgent documents, whose
misunderstanding would cause a substantial loss for the group, one of the
managers can take the decision alone in the absence of the other managers
who are in impossibility, even temporarily, to take part in the
management.” (art. 171 of Law no. 161/2003).
III. Publicity of Managers’ Appointment
The decision to appoint the managers of the Economic Interest
Group, their name/denomination, the stipulation if they can act
individually or together, as well as the ceasing of their attributions will be
published, according to art. 129 of Law 161/2003 in the Official Gazette of
Romania, Part IV.
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