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JOINT STOCK MANAGEMENT IN ROMANIAN LAW. ON THE LIABILITY OF DIRECTORS
Abstract
The Romanian Civil Code entered into force in 2011 has stipulated, inter alia, a unified regulation of the private law, in line with the similar provisions of European law. Although it represents the common law in matters related to companies, the legal provisions governing in detail the companies are found in the Companies Law. Thus, these provisions lay down the types of companies, as well as their functioning and management. The joint stock company may be managed differently, either in the unitary system or the dualist management system. In the unitary system the management is ensured by one or more directors, thus forming a Board of Directors, with the possibility of delegating some management powers to the managers of the company. In the dualist system, the management has two levels of competence, namely the directorate and supervisory board, in which case there is a complete separation of control powers from the executive ones. However, regardless of the management form, the competences and the responsibility of those who control the day-to-day activity of the joint-stock company are regulated in detail by the law. The article aims to analyze, not exhaustively, relevant aspects in this matter, emphasizing their practical importance by referring also to decisions of the courts.
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References10
https://www.onrc.ro/index.php/ro/statistici
Companies Law no. 31/1990, amended and republished in Romanian Official Gazette no. 1.066/17 November 2004;
Art. 72 and 73 of Companies Law;
Article 55 of the Companies Law provides that "in the relations with third parties, the company is engaged by the acts of its bodies, even if these acts exceed the object of the company's activity, unless it proves that the third parties knew or, in the given circumstances, should have known its overrun or when the acts so concluded exceeded the limits of the powers provided by law to the respective bodies. The publication of the constitutive act can not alone constitute proof of knowledge." ;
I.C.C.J. s.com, Decision no. 1246 of 27 March 2008;
I.C.C.J. s.com., Decision no. 2656 of 30 October 2009. Although the legal provisions of a limited liability company are considered in the case, we believe that the same reasoning can be applied to a joint stock company;
I.C.C.J., s.com. Decision no. 1603 of 13 May 2008. Although the legal provisions of a limited liability company are considered in the case, we believe that the same reasoning can be applied to a joint stock company;
I.C.C.J. s.com., Decision no. 2006 of 6 June 2008;
I.C.C.J., s.com., Decision no. 542 of 11 February 2010.
Carpenaru, St. Tratat de drept commercial roman. Conform noului Cod Civil, Universul Juridic Publishing House, Bucharest, 2012, p. 773.
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