Changing the administrator of an SRL: procedure and requirements

If, in an S.R.L., the shareholders are the ones who own the company, contributing money or assets, the administrators have the power to represent the company in dealings with third parties and to sign contracts or documents on behalf of the company. In many cases, the shareholders also act as administrators. In this article, we will discuss the procedure for changing the administrator of an SRL and the conditions that must be met for this change to be lawful.

Thus, in order to change an administrator of an SRL, the shareholders must reach a decision by vote, where there are several shareholders. In the case of single-shareholder SRLs, the decision is taken by that shareholder alone. The company's articles of association set out the persons who manage the company, together with their identification details and the powers conferred on them, as well as whether they must exercise these powers jointly or separately.

There is also an exception to this rule, where the articles of association provide that amendments may be made by a different majority. That majority will be sufficient to change the administrator, without requiring the consent of all shareholders.

The procedure for changing the administrator involves appointing a new administrator, revoking the existing one, and updating the articles of association. All these steps must be set out in the general meeting resolution and registered with the trade registry. If all these steps are not observed, the former administrator will not be validly replaced, and the SRL may end up, by mistake, with two administrators.

Changing the administrator is considered a registration procedure with the Trade Registry, involving a change in the management and control bodies, about which you can find more information aici. Changing the administrator of an SRL is an important procedure that can have significant implications for the company's activity. To avoid issues and ensure that everything is carried out correctly, it is advisable to turn to specialists in company law. Specialists at our firm can provide advice and assistance at every stage of the process of changing the administrator, to ensure that all formalities are observed and that the change is carried out in accordance with the legislation in force.