Resolution appointing an SRL's administrator (Romania)

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The resolution of the sole member or the general meeting by which a Romanian SRL appoints its administrator: who, for how long, with what powers and pay, and, where there is one, whose mandate ends. It calls for the appointee's declaration of acceptance and eligibility, and empowers someone to file with the trade register, from which point the appointment binds third parties.

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Common questions

Who can be the administrator of a Romanian SRL?

Anyone with full legal capacity, member or not, who is not barred under Law no. 31/1990 (art. 6(2) and art. 73¹). Since 2019, a conviction — for offences against property by breach of trust, corruption, forgery or tax evasion, for example — bars the appointment only if the court banned the person, as an additional penalty, from being a company founder. The appointee declares on their own responsibility that they meet the legal conditions.

For how long is an SRL's administrator appointed?

For a fixed or an unlimited term, as the members decide and the articles provide. The resolution states the term, and the members may remove the administrator on the terms of the law and the articles.

From when does the appointment bind third parties?

From its entry in the trade register. Until then, third parties may rely on the registered details, including the previous administrator. That is why the resolution empowers someone to file with the trade register without delay.