Question 1

Can the majority decide anything at a general meeting?

Accepted Answer

No. The majority must comply with the law, the articles, the authority of the corporate body and the rights of the other shareholders. Notice, agenda, quorum, conflicts of interest and the company's interest may affect the validity of a resolution.

Question 2

How long do we have to challenge a shareholder resolution?

Accepted Answer

The analysis should begin immediately. Romanian Companies Law provides a 15-day period for certain claims. The starting date varies according to the type of company and the claimant's position, while absolute nullity grounds may follow a different regime.

Question 3

Can a minority shareholder require a general meeting?

Accepted Answer

In certain circumstances, yes. In a Romanian limited liability company, a shareholder or shareholders holding at least one quarter of the share capital may request a meeting and must state its purpose. The law and articles must be checked for other company types and for the specific procedure.

Question 4

Can a director be removed immediately?

Accepted Answer

It depends on the type of company, the body that appointed the director, the articles and the applicable contractual arrangement. Removal should be coordinated with the appointment of a replacement, signing powers, handover of documents and registration so that the company retains effective representation.

Question 5

What can be done if directors disagree and no one can sign?

Accepted Answer

The first step is to check whether representation is joint or separate, what the articles provide for disagreements and which body may intervene. A shareholder resolution, revised powers or an interim measure may be needed to protect ongoing operations.

Question 6

Can a shareholder withdraw if the others do not agree?

Accepted Answer

Sometimes. Withdrawal may be available under the articles, with the agreement of the others or, for certain company types, by court decision on serious grounds. The legal basis, valuation of the interest and effect on capital should be considered together.

Question 7

Can dividends be paid or shareholder loans repaid if the company has losses?

Accepted Answer

Not without checking the current position. The net asset level, any interim dividends and the rules on shareholder funding may restrict payment or require other measures. The corporate decision should be aligned with the accounts and the rules in force on the payment date.

Question 8

Which documents are useful for the first discussion?

Accepted Answer

The current articles, any shareholder agreement, a recent Trade Register extract, the relevant resolution or notice and a short timeline. For a dispute, communications showing what was requested, refused and implemented are also useful.