Administrator's declaration of acceptance and eligibility (Romania)

Published byDocMuse

The declaration on their own responsibility by the person appointed administrator of a Romanian company: they accept the mandate, meet the legal conditions, have not been banned by a final court judgment from being a company founder — a ban that, under Law no. 31/1990, also bars them from being an administrator — and have no conflicting role. The trade register asks for it at every appointment, and a false declaration is a criminal offence (art. 326 of the Criminal Code).

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Common questions

Why must a Romanian administrator make a declaration on their own responsibility?

The trade register asks for it whenever an administrator is appointed: with it, the appointee accepts the mandate and declares that none of the situations that bar the role under Law no. 31/1990 applies. A false declaration is a criminal offence (art. 326 of the Criminal Code).

Is a specimen signature still needed?

No. Law no. 265/2022 removed, from 26 November 2022, the duty to file the administrator's specimen signature with the trade register, both when the company is set up and at later appointments. The register still asks for the declaration of acceptance and eligibility; the current list of documents can be checked on the trade register's portal.

What liability does a company administrator carry?

An administrator's duties and liability are those of an agent (art. 72 of Law no. 31/1990): they answer to the company for loss caused by breaching their duties, and in insolvency they can be made to bear part of the debts if they contributed to it.