INTERNATIONAL CONFERENCE - Facultatea de Drept

Conference Proceedings - Galaţi, 24 th -25 th of April 2009
Year I, Vol. I - 2009
statutory organs, the law wouldn’t provide a minimum or maximum
number of administrators;
According to Law no. 441/2006 to modify the Law no. 31/ 1990,
regarding the trade companies, the number of administrators has to be
always odd (acc. To art. 137), and when the trade company has legal
obligations of audit, the minimum number of administrators is 3 (three).
For the first time we talk about independent administrators
(according to art. 138, paragraph 2), whose activities is connected by the
counseling commissions in fields like: audit, remuneration of
administrators, directors or connected to the nomination of candidates for
leading functions (according to art. 140).
There can not be administrators the persons which can not be
constitutors, meaning: incapables (children, persons under interdiction by
court resolution) and the persons to whom the law forbids to conclude
legal documenters of administration, how there are those condemned for
infractions with economic connection;
The administrators are temporary, the maximum duration of the
mandate being 4 years (the so-called cooperative duration, meaning the one
settled by the Articles of Association); if the articles of association do not
provide the maximum duration of the administrators’ mandate, this is
limited by law to two years (art. 152 of Law no. 31/1990);
They are revocable during the mandate and re-eligible at its end
(art. 153 of Law no. 31/1990)
Nobody can have concomitantly more than 5 mandates as
administrator and/or of member of the supervision council in shareholder
companies, in case these have their premises on the Romanian territory.
This interdiction is applicable for the natural person administrator or
member of the supervision council, and also to the natural person
permanent representative of a legal person Ŕ administrator or member of
the supervision council.
The interdiction is not applicable when the person has ¼ of the total
of the company’s shares or, when represents a legal person and this, being
a member of the administration council or in the supervision council, they
have ¼ from the number of shares of the company they are registered in.
The administrators are responsible together before the
company for the reality of the payments realized, the real existence of paid
dividends, the existence of the registers requested by law and their correct
evidence, the right fulfillment of the resolutions of the general meeting, the
strict fulfillment of the assignments which are implied by law or the
Articles of Association (art. 73 of Law no. 31/1990);
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