Friday, September 27, 2013

How to Change the Administrator in a Romanian LLC

The decision to change the administrator of a limited liability company supposes the adjustment of the articles of association; such procedure requires the approval of the general meeting of the shareholders. The document that illustrates these procedures should include a range of information to prove decision of the sole shareholder or the general assembly’s verdict and also a number of aspects regarding the new administrator. Such documents must include details concerning the type of summon to the general meeting of shareholders, the decision proving the intent to change the administrator and the newly appointed one, as well  the signatures of those responsible. This is followed by the submission of a statuary statement made ​​by the new administrators certifying that they accept their new position and prove the fulfillment of all legal requirements. In an early stage, it is signed a statuary statement  but, there are strict conditions imposed in order to occupy this position. A sample signature must be provided by the newly appointed administrator. Articles of association must be updated with the name of the new administrator.

Documents required to change the administrator of a Romanian LLC

The file to be submitted to the Trade Register in order to announce the change of the administrator of limited liability company in Romania must contain the following documents: an application form which can be requested online, updated articles of incorporation outlining the new administrator, decision of the general meeting or the verdict of the sole shareholder, if applicable, the statuary statements that we have mentioned above, signed by the new administrators, the sample signature, identity cards of administrators. There are certain cases when it is necessary to submit a statuary statement, for natural foreign persons, proving that there are no tax debts in question. We refer here only to those who have no tax registration in Romania. When a legal person is appointed administrator of the limited liability company registration papers are required, the original accompanied by a copy. The National Agency for Fiscal Administration will provide an electronic document certifying the lack of tax debts. Along with these documents there should be a mandate for those designated to handle formalities implied by these procedures. A proof of payment should be also attached.

We emphasize the fact that the limited liability company may have one or more administrators, legal or natural persons. The decisions taken by the General Assembly or by the sole shareholder represents a fundamental basis for procedures initiated by the administrator. The reasons for changing one or more administrators may vary a lot and various circumstances may frequently introduce unexpected legal issues. For this reason, our lawyers recommend an expert’s opinion which can provide additional information about your case highlighting peculiarities and optimal approaches.

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