Changing the manager of a SRL in Romania

According to the NTRO ( National Trade Register Office), changing the manager of a limited liability company represents a change in the memorandum of association.

For decisions that concern the amendment of the memorandum of association, the General Assembly of associates requires vote of all members, except where the law or the memorandum of association provide otherwise.
According to Law no. 31/1991 regarding the companies, the ability to designate and revoke managers rests with the General Assembly.

The ability to make the decision to change the manager of a company lies, depending on the type of organization and incorporation, either on the sole associate (in case there is a single associate) or on the General Assembly of associates when the company has at least 2 partners.

The making of the decision to replace the manager/ managers of a company is focused on a sole associate’s decision or the decision of the General Assembly.
The document through which the decision to modify the manager of a limited liability company is made must contain a range of information, such as the decision to change the manager and the appointment of a new manager, the information regarding the new manager, the mode of convening the General Assembly (when applicable), the fulfillment of the legal conditions for making the decision and the signatures of the authorized persons.

The new manager appointed by the company will have to submit a declaration to accept the mandate of manager and confirm that he/she meets the legal requirements for the position of manager in a limited liability company.
In the next stage, the new manager must pay the signature specimen before a notary or in front of the referent of the Trade Register, after which updating the memorandum of association regarding the new manager appointed is possible.

The case documents for upgrading the company’s memorandum of association at the trade register are:
1) the original application for registration;
2) the modifying act of the memorandum of association;
3) the updated memorandum of association;
4) the original of an affidavit submitted by the new managers, showing that they accept the appointment and meet the legal conditions for holding these qualities;
5) the identity documents of the new manager;
6) the signature specimen of the managers;
7) if applicable, the registration document of the Romanian legal person that will become manager;
8) power of attorney for persons designated to carry out the legal formalities;
9) evidence of payment of fees / legal tariffs;

For more information on changing the manager of a limited liability company, as well as for the competent representation before the authorities and the fulfillment of the legal formalities specific to this procedure, please feel free to contact us.