CÂTEVA REFLECŢII ASUPRA DESEMNĂRII ADMINISTRATORULUI UNEI SOCIETĂŢI CU RĂSPUNDERE LIMITATĂ
A FEW REFLECTIONS ON THE APPOINTMENT OF THE ADMINISTRATOR OF A LIMITED LIABILITY COMPANY

Summary/Abstract: The appointment of the directors of a limited liability company is the attribute of the general meeting of the associates, and in the case of the first directors this designation takes place through the constitutive act being a condition for setting up the limited liability company. The practical difficulties appear later during the functioning of the company of the limited liability, especially when there are disagreements between associates that determine the recourse to the legislation in the matter in the absence of specific provisions in the constitutive acts of the company. It has been found over time that the establishment of companies with limited liability is a constant, most of the newly established companies being structures of this type, just as from the legislative point of view there were various concerns to encourage the establishment of such companies. The legislator was not concerned to standardize the law applicable to the subsequent designation of the directors of such a company in practice being a multitude of contradictory judicial solutions in many cases the economic activity of a limited liability company being paralyzed by the impossibility of promptly appointing an administrator to ensures the operation of the company. In conclusion, in the absence of a principled solution to the practical difficulties arising in the designation of the administrator of a limited liability company, a state of uncertainty is created, uncertainty about the legal relationships being in the corporate interest that this problem be resolved quickly by adopting the legal solution that it is represented by the appointment of the administrator by the vote of the majority of the share capital as a guarantee of an efficient, precise, predictable and clear way of solving the practical difficulty of appointing the subsequent administrators within the limited liability company.

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