Generally, directors are authorised to perform all acts necessary and useful for the conduct of the company’s business, other than those acts requiring the approval of shareholders at a general meeting. These acts are found in the articles of association of the company or are expressly provided for by Romanian law.
Directors with powers to represent the company cannot subdelegate such powers unless they are expressly authorised to do so. Failure to observe this may result in the company claiming any ensuing benefits from the person to whom the director delegated his/her authority. Liability in such cases is joint with the person to whom the director delegated his/her authority.
The names and specimen signatures of persons empowered to represent the company must be filed with the Trade Registry Office by the board of directors.
In the case of a limited liability company, generally, and unless otherwise provided in the articles of association, the power to represent the company is granted to each director appointed in the company. The articles of association may include limitations to such powers or may include the four eyes principle which would require double signature for certain operations.
For joint stock companies, the directors or, in the case of a two-tier system, the management board, acting in the name and on behalf of the company, can only acquire, alienate, lease, exchange or grant security over assets relating to the company, with a value exceeding half of the book value of the company’s assets on the date of entering into such act, with the prior approval of an extraordinary general meeting of shareholders. In a one-tier system, the board of directors represents the company in relation to third parties and in court. In the absence of a different provision in the articles of association, the board of directors represents the company through its chairman. Furthermore, the articles of association may appoint the chairman and one or several directors to represent the company, acting jointly or individually.
The board of directors may also delegate the management of the company to one or several managers, appointing one of them as a general manager. In the case of joint stock companies which are subject to mandatory financial audits, it is compulsory to delegate the management of the company to a manager(s). If the board of directors delegates the management of the joint stock company to managers, the power to represent the company will be in the hands of the general manager.
In a two-tier system, the management board is authorised to represent the company in relation to third parties and in court. Unless otherwise provided in the articles of association, members of the management board may only represent the company jointly. In such case members of the management board can authorise one of them to perform certain operations or certain types of operations by unanimous consent. The supervisory board represents the company in relation to the members of the management board.