The administrator of a company is the person in charge of general management and responsible for organizing and conducting the company’s activity within a legal framework. When it is proven that there are illegal activities within a company, the first person to take responsibility is the administrator. Therefore, he must be involved in all decision-making aspects with legal consequences:

  • The administrator is a person in charge appointed by the constitutive act. He can be a natural or legal person and he can have a limited mandate, compared to the duration of the company’s operation.
  • When the sole associate is also an administrator, his obligations are analyzed separately and are not confused.
  • There is no single, condensed legal basis, covering all the obligations of an administrator, therefore we will refer to several related documents. The main basis is the law of commercial companies, 31/1990 art. ’70-71. Law 31

Let’s clarify together some obligations of the administrator of a Romanian company:

  1. After the establishment of the company, the authorization obligation belongs to the administrator. Although he is not informed at ONRC about the obligation to authorize CAEN codes or about the path through the authorizing institutions, the administrator still has the obligation to authorize. If you are not sure that the activity you are carrying out needs an operating authorization, check this information with your accountant and/or lawyer.
  2. Managing and organizing the accounting is the obligation of the administrator. Regardless of whether you work with an accountant or have hired an economic director, they are legally responsible only for the execution of the accounting, and its management, as well as the content of the operations, remain the responsibility of the administrator. The administrator is the one who decides: the depreciation periods of the goods, the reimbursement conditions of the expenses, the protocol expenses engaged, the salary conditions granted, etc. That is why it is important that he acquires both the general notions of accounting and the obligations they have, in order to act informed.
  3. Although the SRL is a concept of limited liability of the partners, in accordance with the contribution of capital brought, the liability to the administrator can extend to the personal patrimony whenever a defective administration of the company is found. This liability is incurred jointly when an insolvency or bankruptcy procedure has been instituted Law 64/1995
  4. The administrator is responsible for notifying ONPCSB both informatively, upon opening the activity and on the transacted operations that fall under the conditions of Law 129/2022: https:/ /
  5. Every year, the administrator has the obligation to renew the declaration regarding the real beneficiary in the relationship with the bank and upon any change of beneficiaries in the relationship with ONRC.
  6. The administrator has the obligation to ensure the representation of the company in the relationship with all state bodies and can chooses to delegate this obligation to various natural and/or legal persons, through various acts and documents.

Leave A Reply