10. Indemnizaţie cuvenită administratorului unei societăţi. Cazul de suspendare a prescripţiei prevăzut de art. 2.532 pct. 3 C. civ. Inaplicabilitate
10. Allowance payable to a company director. Suspension of the limitation period provided for in Article 2.532(3) of the Civil Code. Inapplicability

Summary/Abstract: The scope of the director's duties is much broader and more complex than that referred to in Art. 2.532 para. (1), point 3 of the Civil Code in relation to Art. 792 of the Civil Code, including the right of representation in relations with third parties, as well as managerial decisions, i.e. the management of the company's business in all its aspects. The reason for establishing the grounds for suspending the running of the limitation period is the existence of circumstances which make it impossible for the holder of the right of action to act, which may be of a material, moral or legal nature. The case of legal suspension of the limitation period established by the provisions of Article 2.532 para. (1), item 3 of the Civil Code is based on the legal impossibility of the holder of the right of action to act, which is based on the situation of not knowing the state or situation of the property given into the administration of another, since it contains the necessary premise of application „as long as the administration has not ceased and the accounts have not been given and approved”. In the action for payment of the indemnity due to the director of a company, the plaintiff is not in such a situation of impossibility to act, since the amount of the indemnity is clearly established by the decision of the GMS. Therefore, neither in content nor in reasoning of the rule is the case of suspension of the limitation period provided for by the abovementioned rule of the Civil Code relevant to an action brought by the plaintiff, a director of a company for payment of the remuneration due to him.

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