UNIVERSITY

POLITEHNICA OF BUCHAREST
Faculty of Entrepreneurship,
Business Engineering and Management

BUSINESS LAW PROJECT

The limited liability company-creation and leading organisms

Specialization:BEM,GROUP 1532B
Students name: Dima Maria-Andra
Toderici Ioan Radu

2021-2022
Content

1.INTRODUCTION.......................................................................................................................................3
1.1.Generalities about srl................................................................................................................................3
1.2.Name of the company...................................................................................................................................4
1.3.The headquarters of the Limited Liability Company...............................................................................5
2.INCORPORATION OF A LIMITED LIABILITY COMPANY...............................................................5
2.1 The founders of the limited liability company.................................................................................................5
2.2.Act of incorporation of the limited liability company..............................................................................6
2.3.State registration of the limited liability company...................................................................................8
3.THE SHARE CAPITAL AND THE PATRIMONY OF THE SOCIETY.................................................9
3.1 The notion of heritage and its structure...........................................................................................................9
3.2.The notion of social capital....................................................................................................................10
4. ASSOCIATES. BODIES OF SOCIETY.................................................................................................11
4.1.Associates...............................................................................................................................................11
4.2 General Assembly..................................................................................................................................13
4.3 Board of Directors..................................................................................................................................14
4.4 Company Administrator.........................................................................................................................15
4.5.The censor..............................................................................................................................................17
5.BIBLIOGRAPHY.....................................................................................................................................18

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1.INTRODUCTION

1.1.Generalities about SRL

According to the Civil Code art.145, “the limited liability company is a commercial one.al
whose share capital is divided into shares, according to the deed of incorporation, and whose
obligations are guaranteed with its patrimony, in which the associates are not responsible for the
obligations society, but bears the risk of losses within the limits of participation in the share
capital."
SRL is the most widespread trading company. For the first time it was regulated in 1892 in
Germany, being taken over in 1925 in France.

Particularities of SRL:
-The associates are not responsible for the company's obligations but bear the risk of its activity
within the limits the value of their participation in the share capital, the associate who did not pay
on time the subscribed contribution, is subsidiary responsible for the company's obligations, within
the limits of the unpaid part;
- The company has a minimum share capital provided by law, it cannot have a share capital
anymore
less than 300 minimum salaries (5400 lei), depending on the object of activity, may have other
minimum share capital;
-The company has a minimum number and a maximum number of associates: and it cannot have
fewer of 2 associations and no more than 50, as an exception, it can be constituted by a single
person.
- The share capital is divided into participations, called shares, whose size is established by the
articles of incorporation, each shareholder has only one social share, it is not a title of value and is
transferable.

The goal
The company is established for the purpose of carrying out any lucrative activity not
prohibited by law.Some types of activity established by law are carried out only on the basis
of a license.

Duration of the activity

The company is incorporated for an unlimited period of time, unless otherwise provided in
the articles of incorporation.

Acquisition of legal personality and liability

The company is considered constituted and acquires legal personality from the date
of state registration. The company is responsible for the obligations assumed with all its
assets.
The associates are not responsible for the company's obligations. They bear the risk of losses
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resulting from the company's activity within the limits of their participation in the share
capital. The associate who has not paid the subscribed contribution within the established
term is subsidiary liable for the company's obligations within the limit of the subscribed
contribution.

Limited liability company with a sole shareholder.

The limited liability company with a sole partner is a commercial company, regardless of
whether the partner is a natural or legal person. Its legal status cannot in any case be
confused with the legal status of the sole proprietor.
At the same time, like any company, its obligations are guaranteed with social
patrimony, and the sole shareholder is responsible based on the contribution transmitted. The
sole shareholder is the one who exercises the duties of the meeting. existing in the case of
companies with several partners. The sole shareholder may be the administrator of the
company.

1.2.Name of the company

According to the legal provisions, the limited liability company has a name established by
the articles of incorporation and registered in the State Register. other legal entities. The
incorporation documents must accept a company name that includes all the elements
established by the legislation, including those that are not mandatory, but which, taken as a
whole, allow the company to differ from the civil circuit, in the commercial circuit. national
and international of all other subjects. The limited liability company has the full name and
can also have an abbreviated name.The full and abbreviated name must include the phrase in
Romanian “limited liability company” or the abbreviation “SRL”. For example: “Limited
liability company” Galant or abbreviated “SRL Galant”.
Also according to the legal provisions of the Law on companies with limited liability, art.3 (3)
”any document and any letter from the company shall include the name, registered office, state registration
number of the company, the name and surname of the administrator. "
The name of the limited liability company consists of elements that allowed to be identified. In
the structure of the name of the company, the legal doctrine highlights two parts: the body and the
accessory.
Body: consists of mandatory elements, while the accessory may have elements mandatory, but also
elements selected arbitrarily by the founders. The body of the company is composed of the text
indicating the form of organization of a company. Thus the full name must include the form of
organization of a company: "limited liability company" and their name abbreviated to contain the
respective abbreviation: SRL. The law does not establish the place of this phrase - at the beginning
of the name or at the end of it - that is why the founders they are the ones who determine the place
of the body in the name.
The accessory:may consist of letters, numbers, words, or word combinations limited liability
company carrying out stock exchange activities must contain in the name and stock exchange,

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Lombard activities must also contain the word Lombard, the company that has in the share capital
of foreign investments will include the name of the company the phrases “enterprise "joint venture"
or "undertake with foreign investment"

1.3.The headquarters of the Limited Liability Company.

The very headquarters of a company is the place where the company is located in space,
as a subject of law. It is established by the founders, considering the place where the company
will carry out its activity or where its organs will operate.
The limited liability company has its registered office, which is indicated in the deed of
incorporation. Anything change of the registered office of the company will be mentioned in the
deed of incorporation and registered in the State Register of enterprises and organizations. The
legal address of the company is the address of its registered office. The company may have other
postal addresses.
It is necessary that the company must have a headquarters, which is the place, space and
address where its governing bodies and administrative services are located. The registered office
is an element of identification of the company according to which are established:competent
courts, the nationality of the company, the place where the registration, publicity and
authorization formalities must be fulfilled.
Also, the company can set up secondary offices, without legal personality
(branches,agencies, representatives, offices, etc.). The importance of the headquarters of a limited
liability company consists in of the dispute, the fiscal code is assigned by the territorial fiscal
body where the headquarters is located.

2.INCORPORATION OF A LIMITED LIABILITY COMPANY

2.1 The founders of the limited liability company

The limited liability company may be made up of one or more persons.The legislation
establishes the minimum number and the maximum number of associates. SRL can be made
up of one or more people.
Until the date of state registration of the company, each founder will have to pay in
cash in the company's account at least 40% of the amount of the subscribed contribution, if
the law or the act of incorporation does not provide a higher proportion. Each partner will
have to pay in full the subscribed contribution within 6 months from the date of registration
of the company.

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 The limited liability company can also be set up through the contribution of a single
partner, who will be the owner of all shares. The cash contribution of the sole shareholder
will be paid in full until the state registration of the company. The in-kind contribution of
the sole shareholder will be paid within 30 days from the state registration of the company.
Proof of payment of this contribution will be presented to the registration body
within 10 days of payment. The in-kind contribution of the sole shareholder will be
evaluated by an independent evaluator.
The contracts concluded between the sole shareholder and his company, represented
by him, will be drawn up in writing. However, a natural or legal person may be a sole
shareholder in a single limited liability company. The sole proprietorship, like any other
limited liability company, acquires the quality of trader by establishing it, in accordance with
the law.
The social obligations are guaranteed with the social patrimony, and the sole
shareholder is liable only within the limits of his contribution.
The limited liability company may be constituted by natural or legal persons who
must have the capacity to exercise civil status. Spouses may be associated in a limited
liability company. They can be constituted by contributions only with own goods, not with
common goods. The suffering by the associates of the losses registered by the company is
made in proportion to the share of participation in the share capital, up to the limit of the
subscribed social contribution.
The exclusion from the limited liability company of an associate is possible at the
request of the general meeting, the administrator or some associates. The following
conditions serve as grounds for exclusion:
 failure to pay the subscribed contribution in time
 use for own purposes of the company's assets
 committing other frauds to the detriment of society
The exclusion of the associate is made by the court by a court decision. The paid
contribution will be refunded to the excluded shareholder within 6 months, but only if the
damage caused to the company has been repaired.

2.2.Act of incorporation of the limited liability company

The deed of incorporation of the company is the incorporation contract or the statute.
The legal person constituted by a single founder operates on the basis of the statute approved
by it. The deed of incorporation is signed by all the founders and is notarized. The signing of
the deed of incorporation by the founders' representatives is allowed only on the basis of a
notarized power of attorney. This act is drafted in the state language and is the legal act that
reflects the will of the partners to found a company and work together to obtain the benefits.
The deed of incorporation of the LLC is the law of the concrete company. If the
clauses of the articles of incorporation are not contrary to the legal provisions, they oblige all
the bodies of the company and all the associates. In case of disputes between the partners
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and the company, the provisions of the articles of association may serve as a legal norm for
their settlement.

The deed of incorporation of the limited liability company must state:

a)the name, place and date of birth, domicile, citizenship and data from the identity
document of the natural person founder; the name, registered office, nationality, registration
number of the founder of the legal entity;
b)the name of the company;
c)the object of activity;
d)the size of the share capital, the participations (contributions) of the associates, the manner
and the term of their payment;
e)the value of the assets constituted as participation in kind and the method of valuation, if
such contributions have been made;
f)the company's headquarters;
g)the structure, attributions, the way of constitution and functioning of the management
bodies of the company;
h)the rights and obligations of the associates;
i)subsidiaries and representative offices of the company (if any);
j)the basis and manner of reorganization and liquidation of the company.

Depending on the type of activity carried out, on the relations between the associates,
on the perspectives proposed by the associates in the act of incorporation, other clauses may
be stipulated. The provisions of the articles of incorporation are mandatory for the associates
and the bodies of the company. The provisions of the incorporation act and the amendments
brought to them are opposable to third parties from the moment of registration in the State
Register of enterprises and organizations.

Modification of the deed of incorporation of the limited liability company

The articles of association may be amended only by a decision of the general meeting
of shareholders. The decision to amend the articles of incorporation shall be adopted by at
least three quarters of the total number of votes. The amendments whose purpose is to
establish the additional contributions of the associates, provided by the act of incorporation,
are adopted with the unanimous vote of the associates.
The changes made in the incorporation documents and in the data registered in the
State Register have legal force from the moment of their registration at the territorial office
of the State Registration Chamber.
In order to register the changes made in the incorporation documents and in the data
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 registered in the State Register, the applicant presents to the territorial office of the Chamber:
a)the request for registration of the changes;
b)the decision of the founder (owner) regarding the modification of the incorporation
documents and a data entered in the State Register, adopted in accordance with the law and
the statutory provisions;
c)the agreement (declaration) of the founders (owners) regarding the modification of
the documents of constitution and data registered in the State Register;
d)proof of payment of the registration fee for the changes

2.3.State registration of the limited liability company

The company is subject to state registration with the State Registration Chamber in
the manner and in the term established by law. The application for registration of the
company and the documents necessary for registration are submitted by the founders
(founder) or by the persons empowered under Law No. 220 of 19.10.2007 on the state
registration of legal entities and individual entrepreneurs.
For registration, the interested persons must submit to the State Registration
Chamber the following documents:
a)the application for registration of the model approved by the Chamber;
b)the decision on the foundation and the documents of incorporation of the enterprise
in two
copies;
c)the identity cards of the founders or of the persons empowered in under the law, as
well as of the main manager of the enterprise
d)the document confirming the deposit by the founders (associates) of the share in
the capital of the enterprise in the size and within the term provided by the legislation;
e)proof of payment of the stamp duty and proof of payment of the registration fee.
The state registration body verifies the legality of the documents received for registration
and, within 15 days, issues the registration decision or the decision regarding the refusal to
register the enterprise or organization.
After all the necessary documents have been submitted to the State Registration
Chamber, before the registration is completed, the founders submit the contribution to the
share capital. The capital contribution is deposited in a temporary bank account opened
especially for this purpose by the founders. Subsequently, the bank issues a certificate
confirming the full deposit of the minimum share capital. This certificate is presented by the
founders of the State Registration Chamber. The share capital of the company consists of the
contributions of the associates and represents the minimum value of the assets, expressed in
lei, that the company must hold.

After making the registrations in the State Register, the administrator or his proxy
will be issued, as the case may be, the following documents:
 The decision of the State Registration Chamber;

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 Articles of incorporation;
 Registration certificate;
 Extract from the State Register;
 Stamp.
The unique state identification number (IDNO) assigned to the legal entity is also
considered a tax code. The legal entity is considered registered on the date of adoption of the
registration decision.
The company or organization cannot be registered, nor the changes made in their
incorporation documents if the applicant violates the legal way of their incorporation,
reorganization or liquidation. The decision regarding the refusal of state registration must
contain well-founded reasons for refusal and obligatory references to the legislative acts and
other normative acts that have been violated in the incorporation documents or in other acts
presented for registration.
State registration cannot be refused for reasons of inconvenience. Refusal State registration
may not prevent the repeated submission of documents for registration if the causes which
served as grounds for refusal of registration have been removed.
Upon repeated examination of the documents, the submission of other requirements
than those established in the previous decision regarding the refusal of registration is not
allowed, and the registration fee will be charged. The decision on the refusal of state
registration can be challenged in court.

3.THE SHARE CAPITAL AND THE PATRIMONY OF THE SOCIETY

3.1 The notion of heritage and its structure

The term patrimony is also defined in two aspects: in the economic sense and in the
legal sense.
In the economic sense, the patrimony designates the totality of the goods that
constitute the wealth of a person, and in the legal sense, the patrimony designates the totality
of the rights and obligations with economic content, valued in money, that belong to the
person.
Therefore, the patrimony includes all the rights and obligations that belong to a
person,provided that they have a patrimonial character, ie they can represent a monetary
value. Non- patrimonial personal rights are not part of the patrimony.
The patrimony is a legal universality and not one in fact, therefore it is maintained
both during the life of its holder and after his death, until the patrimony passes to his
universal or universal successors. Equity will also exist when the liability exceeds the asset,
ie when the debt will be greater than the asset. Thus, the patrimony being inseparable from
the owner, it will accompany him throughout his life, varying dynamically by exchanging its
content.
Only the subjects of the legal report can have patrimony. So, only natural and legal
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persons can be rights holders, things cannot have rights and obligations. The legislator does
not expressly indicate the need for the existence of the patrimony to the natural person, and
this, in principle, is not necessary either, because for the natural person the existence of the
patrimony is implied, instead in the case of the legal person the legislator puts the existence
of the legal person. Both the Civil Code of 1964 (art. 23) and the new Civil Code (art. 55)
expressly provide that the legal person is the organization that has a distinct patrimony.
Also, all the assets of the natural or legal person are part of its patrimony, goods are
all things susceptible to individual or collective rapprochement and patrimonial rights, things
are tangible objects in relation to which there may be civil rights and obligations.

The goods are classified according to the following criteria:

- according to the way of perception;
- by its legal nature;
- according to the banking financial criterion.
According to the perception we have:
- tangible goods -which have material existence being perceptible to the human
senses;
- intangible goods-they have an abstract existence.
By legal nature:
- Real estate-goods that have a fixed and stable settlement such as land,
buildings, everything that is durable, related to the ground.
- Movable property-goods that do not have a fixed and stable location, being
susceptible to movement from one place to another, either by themselves or
with the help of a foreign force.
By bank financial criteria:
Economic means-consisting of all the material and monetary assets that serve to
carry out the entrepreneurial activities.
In turn, the assets can be:
a)fixed assets - material goods that take part in several production cycles, consuming
them gradually and transforming their value on their wear.
b)current assets - material goods that are consumed in full in each production cycle
they change their material form and pass successively through the supply and sales phases.

Economic sources-their place of origin or method of acquisition. They are also classified as:
a)Own capital - which come from the share capital plus the reserve capital and other
own funds.
b)Capital back - represents all the debts of the creditors towards the enterprise.
From the point of view of these economic means, the patrimony of the enterprise can be:
- Active-all assets held by the enterprise, including sums and receivables;
- Passive-all debts of interpretation to creditors.
Every person has only one patrimony, the explanation coming from the fact that each
individual is one person.
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3.2.The notion of social capital
The limited liability company is obliged to pay in full on the date of incorporation of the capital
social subscris.
The company contract must provide for the subscribed and paid-in share capital.
The share capital cannot be less than 200 lei.
Cash contributions are mandatory for the formation of any form of company.
In-kind contributions must be economically assessable. They are admitted to all forms of
company and are paid by the transfer of the corresponding rights and by the actual delivery to the
company of the goods in use.
Work or service benefits may not contribute to the formation or increase of capital social.
Unless otherwise stated, the assets constituted as a contribution to the company become the
property from the moment of its registration in the trade register.
The partner who is late in submitting the social contribution is liable for the damages caused, and
if the contribution was stipulated in cash is required and the payment of legal interest on the day he
had to make the payment.
During the term of the company, the creditors of the associate may exercise their rights only over
the part of the benefits due to the associate according to the balance sheet, and after the dissolution
of the company, on the part that it would be due by liquidation.
The shareholders' contribution to the share capital is not interest-bearing.
If a loss of net assets is found, the subscribed share capital will have to be replenished or reduced
before any distribution or distribution of profit can be made.
The share capital can be reduced by:
a) reduction of the number of shares or shares;
b) reduction of the nominal value of the shares or of the social parts;
c) the acquisition of its own shares, followed by their cancellation.
The share capital can also be reduced, when the reduction is not motivated by losses, by:
a) the total or partial exemption of the associates from the due payments;
b) the return to the shareholders of a share of the contributions, proportional to the reduction
share capital and calculated equally for each share or share;
c) other procedures provided by law.
The reduction of the share capital may be made only after two months have elapsed from the day
on which the decision was published in the Official Monitor of Romania, Part IV.
The decision will have to respect the minimum share capital, when the law fixes it, to show the
reasons for the reduction and the procedure that will be used to carry it out.
The share capital can be increased by issuing new shares or by increasing the value existing
shares in exchange for new cash and / or in-kind contributions.
Also, new shares are released by incorporating reserves, except for reserves as well as benefits or
issue premiums, or by offsetting claims liquid and due to the company with its shares.
Favorable differences in the revaluation of assets will be included in the reserves, without
increasing social capital.
The increase of the share capital by increasing the nominal value of the shares can only be
decided with the vote of all shareholders, unless it is done by incorporating reserves,benefits or
issue premiums.If the increase of the share capital is made by contributions in kind, the general
meeting that it shall propose to the delegated judge the appointment of one or more experts for
evaluation of these contributions. Contributions to receivables are not allowed.

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4. ASSOCIATES. BODIES OF SOCIETY

4.1.Associates

The limited liability company may be constituted by one or more natural and / or legal
persons to whom the law does not prohibit it. The number of shareholders may not exceed
50. The company with a number of more than 50 shareholders is obliged, within 6 months,
to reorganize, liquidate or reduce the number of shareholders. In case of non-fulfillment of
the mentioned conditions, the company will be liquidated based on the decision of the court,
at the request of the interested persons. At the date of state registration of the company, its
founders become associates.
The associates of the limited liability company have the rights, obligations and bear the
liability established by law.
The associate benefits from the rights established by law and the deed of incorporation,
inclusive the right:

a) to participate in the management of the company in accordance with the provisions

of the law and the articles of incorporation;
b) to vote at the general meeting of associates;

c) to be informed about the company's activity;

d) to exercise control over the management of the company;

e) to alienate and acquire the management of the company;

f) to request the dissolution of the company;

g) to participate in the distribution of benefits;

h) to obtain, in case of liquidation of the company, the value of its share;

i) to request the exclusion of the associate;

The associate is obliged:

a) To pay the contribution to the share capital in the amount, in the manner and within the
terms established in the act of constitution.
b) Not to disclose the confidential information of the company;
c) To immediately communicate to the company about the change of domicile or
headquarters, of the name, other information necessary for the exercise of the rights and the
fulfillment of the obligations by the company and its associate. The associate has other
obligations established by law and by the act of incorporation.

Liability of associates
As mentioned, the associate of the limited liability company is not liable for the company's
obligations but bears the risk of its activity within the value of the share held.

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In case of insolvency of the debtor through the fault of its founders (members), they bear
subsidiary liability towards the creditors insofar as the debtor's assets are insufficient for the
execution of the creditors' claims.
The enterprise with increased participation is subsidiary liable for the obligations of the
company with increased participation, if the latter has become insolvent following the
execution of the provisions given by the enterprise with majority participation.

4.2 General Assembly

The supreme body of the limited company is the general meeting of shareholders.
Its competence includes the solution of the most important problems related to the
company's activity, elects and revokes the members of the executive bodies and of the
control body, can establish the remuneration of these members, can put or exclude
associates, then approve the company's report and balance sheet, distribute benefits,
approve the company's contracts with third parties, whose value exceeds a quarter of the
share capital, the company's contracts with its associates, can reorganize or liquidate the
company.
The general meeting may be convened at the extraordinary meeting whenever necessary, at
the request of the association holding 10% of the share capital or when the balance sheet
shows that the value of the assets belongs to the company shows that the value of the assets
belongs to the company is half the size share capital.

The exclusive competence of the general assembly of the associates is:

a) the modification and completion of the constitutive act, including its adoption in a new
one editorial office;
b) modification of the amount of the share capital;
c) the appointment of the members of the company council and of the censor, the early
release of these.
d) prosecution of the members of the company council and of the censor for damage caused
to society;
e) approval of the Regulations of the company's board;
f) approving the reports of the company council, of the auditor's reports or of the opinions of
the independent auditor;
g) approval of the annual balance sheet;
h) adopting the decision regarding the distribution between the associates of the benefit;
i) adopting the decision regarding the reorganization of the company and approving the
reorganization plan;
j) adoption of the decision to liquidate the company, appointment of the liquidator and
approval of the balance sheet liquidation;
k) approving the size and manner of formation of the company's funds;
l) approving the size and manner of payment of the remuneration of the members of the
company's board and the censor;

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m) the prior approval of the conclusion of the contracts by which the company transfers the
property or assigns, free of charge, rights to third parties, including associates;
n) the establishment of subsidiaries and representative offices of the company;
o) approving the founding of other legal entities, p) approving the participation as co-
founder of other legal entities.
Unless otherwise provided in the articles of incorporation, the competence of the general
meeting of the associates shall be:
a) the appointment and early release of the administrator;
b) approving the annual report and evaluating the activity of the administrator;
c) the prosecution of the administrator for the damages caused to the company;
d) approving the size and manner of payment of the administrator's remuneration;
e) approval of the company's business plan;
f) approval of the company's internal regulations
g) the adoption of other decisions assigned by law or by the act of constitution in the
competence of the general assembly of the associates.
The ordinary general meeting is convened, as a rule, at the end of each financial year in
order to prove the report and the balance of the year to distribute the benefits obtained and to
approve the perspective plan for the next year.
The right to convene the general meeting is held by: the management committee (executive
body) and the associations that hold at least 10% of the company's votes.
The date and place of the ordinary general meeting of shareholders shall be established by
the administrator, but this may take place no earlier than 30 days and no later than 90 days
from the end of the financial year. The non-convening of the ordinary general meeting of the
associates within the established term constitutes the ground for the premature release of the
administrator.
If the convening of the extraordinary general meeting is requested by the shareholders or by
the company's auditor, the administrator is obliged, within 5 days from the date of
submission of the application, to decide to convene the meeting or reject the application.
The request to convene an extraordinary general meeting may be rejected if:
a) it was submitted by a person without the right to request the convening of the general
assembly;
b) no matter included in the agenda, proposed by the applicants of the convocation, does not
concern competence of the general meeting of associates.
The extraordinary general meeting of the associates is held within a maximum of 30 days
from the date of submission of the application.

4.3 Board of Directors

The competence of the company council is established by the incorporation act, in
accordance with the present law.

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The deed of incorporation may establish the following attributions of the company's board:
a) the appointment and early release of the administrator;
b) approval of the reports and reports submitted by the administrator and evaluation
its activity;
c) the prosecution of the administrator for the damages caused to the company;
d) approving the size and manner of payment of the administrator's remuneration;
e) presentation of reports and reports at the general meeting of associates;
f) approval of the company's business plans
g) the approval of the internal regulations, except for those that fall within the competence of
the general assembly of associates;
h) convening the general meeting of associates;
The board of the company may have other attributions, except those related to the exclusive
competence of the general assembly of the associates.
If the board of the company has not been formed or its mandate has been revoked or it has
expired and a new composition of the board has not been formed, its attributions are
exercised by the general assembly of the associates.
The members of the board of directors and the chairman of the board of directors shall be
appointed by the general meeting of shareholders for a term of one year, unless the
articles of incorporation provide otherwise, and may be released at any time. The decision to
appoint and dismiss the members of the company's board of directors is taken by a majority
of the votes of the members. The director may be appointed as a member of the board, but
not by its chairman.The board of the company cannot be the person who, by law or by court
decision, is forbidden to hold the position of director.
The board of the company is convened by the chairman of the board whenever necessary,
but not less than once a quarter. Any member of the board of directors of the company or the
director may request the chairman to convene the board, stating the reasons. In this case, the
meeting will be held within 10 days from the date of the request. If the request to convene
the meeting of the company's board has not been satisfied, the applicants may convene the
board, stating the reasons.
Decisions of the company's board shall be adopted by a majority of the votes of the members
of the board present at the meeting unless the articles of incorporation provide for a higher
number of votes. In the event of a tie, the President shall have the casting vote. The minutes
of the meetings of the board of directors are kept at the company's headquarters. The voting
rights of the member of the board of directors of the company are not transferable. number
of board members. The rules regarding the diligence,loyalty and responsibility of the
director are also applicable to the members of the company's board.

4.4 Company Administrator

The limited liability company is managed by the executive body. The executive body can be
both collegiate (management committee, directives, board of directors) and sole
proprietorship (director, chairman, administrator).The director is elected by the general
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meeting of the associates and issubordinated to him. The persons declared incapable or the
persons convicted for scam, theft of property from the owner's property in any form, as well
as other crimesand who have not served their sentence.
The executive body includes the following powers:
- organizing the company's activity;
- keeping secretarial work and accounting records;
- hiring workers and releasing them from their jobs;
- closing transactions on behalf of the company;
- keeping the register of the company's associates;
- preparation of the annual report and the annual balance sheet and their presentation at
the general meeting
The administrator of the company has the right, within the limits of his attributions, to act on
behalf of the requested company, including to carry out transactions, to approve the
personnel, to issue orders and dispositions.
The administrator is liable for damages caused to the company or even to third parties,
whether associated or unassociated. Civil liability intervenes whenever the administrator
causes acts that he performs a damage. In case the executive body is collegial, they are
jointly and severally liable, any of the members may be obliged to cover the entire
damage. it's everyone's fault. The administrator is criminally liable in case of committing
deeds considered crimes, provided by the Criminal Code.
The director of the company shall be appointed by the general meeting of shareholders or by
the board of the company if the articles of incorporation so provide. The administrator can
be released at any time with or without reason. One of the associates or a third party can be
appointed as administrator. The data on the appointment and release of the administrator, as
well as on his identity,are presented for registration in the State Register of enterprises and
organizations. To these are attached the decision to appoint or release the administrator. The
administrator of the company will submit to the State Registration Chamber the specimen
signature, which will be used in the company's documents.

The administrator is entitled to:

a) to carry out the management acts of the company, necessary to achieve the purposes
provided in the act of incorporation and in the decisions of the general assembly of the
associates;
b) to represent without power of attorney the company in the relations with the state bodies,
with third parties and in the courts;
c) to issue a mandate to other persons for the commission of certain legal acts, if this is not
prohibited by the deed of incorporation;
d) to exercise other powers assigned by the general assembly of the associates or by the
council.In the case of the appointment of several directors, they have equal powers of
representation, unless the articles of incorporation provide otherwise.

The administrator is obliged to manage the company so that the purposes for which it was
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set up are achieved as efficiently as possible.
The administrator is obliged to execute the decisions of the general meeting of the associates
and of the board of the company.
The administrator is obliged to take part in the general meetings of the associates and in the
meetings of the company's board.
The administrator ensures the keeping of the company's accounts, as well as the company's
records provided by law and the articles of incorporation, and informs the associations about
the state of affairs and the management of the company.
In the performance of his duties, the administrator shall exercise due diligence and loyalty.
The administrator is obliged to convene the general meeting of shareholders if the value of
the company's net assets has become less than its share capital.
In case of insolvency indices, the administrator is obliged to submit immediately, but not
later than at the end of one month, an introductory request to initiate the insolvency
process if the partners will not cover the losses.
The director is obliged to the company to respect the limits of the powers established by the
articles of incorporation or, unless it provides otherwise, by the general meeting of
shareholders.

4.5.The censor
The censors are agents of the company, having as mission the exercise of a permanent
control over the activity of the administrators, as well as over the activity of the other bodies,
in order to be carried out in conformity with the social interest, within the limits of the law
and the constitutive act. The censors are elected by the general assembly. Members of the
audit committee can be both associates and others;at least one of the members of the board
of auditors must be a law-abiding accountant or an expert accountant. The administrator of
the company cannot be a member of the auditcommittee; the company's accountant, as well
as their relatives, persons declared incapable or convicted of fraud, theft of property from the
owner's property in any form, other crimes and who have not fully served their sentence; The
audit committee exercises control over the economic and financial activity of the company.
The controls are carried out on its own initiative or at the request of the general meeting.
The persons in charge of the company are obliged to present to the audit committee all the
documents necessary for carrying out the control, including giving oral and written
explanations. Based on the results of the control, the audit committee will draw up a report
signed by all the members of the audit committee who participated in the audit, which it will
present to the general assembly. If one of the members of the committee does not agree with
the conclusions of the report, he shall state his separate opinion, which shall be annexed to
the report.
The censor is appointed for a period of 3 years and can be released at any time.
Cannot be censors:
a) the administrator and the members of the company's board;

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b) relatives or relatives up to and including the fourth degree or the administrator's spouse;
c) the persons who receive from the company or from the administrator a salary or another
remuneration for a position other than the function of censors;
d) the persons indicated in art. 69 para. (2).
If the censor has been appointed in violation of the provisions of paragraph (3), the decision
on his appointment is null and void, he is not entitled to exercise the duties of the censor and
is obliged to resign.

5.BIBLIOGRAPHY
1. Stanciu.D Carpenaru. ROMANIAN COMMERCIAL LAW. ALLBECK Publishing,2002.
2. A. Amititeloaie. Business right. Junimea Publishing House. Takeseti, 2012.
3. Law 31/1990 on commercial companies
4. Roşca N, Baieş S, Dreptul afacerilor. Chişinău 1996.

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