By Cosmin Mocanu (Partner)
Successive amendments brought to Law no. 31/1990 on commercial companies (“Company Law”) in 2006 and 2007 expressly limited the ability of such companies to combine the quality of their administrator(s) (or director(s), for joint stock companies) with that of employee(s) of the respective administrated company1.
Although it has been almost three years from the date of the relevant changes to the problem we intend to analyze, we found, in the ongoing work that we perform, that until current time the limitations and incompatibilities introduced, for example, by Law no. 441 dated 27/11/2006 for amending and supplementing the Company Law and Law no. 26/1990 on the Trade Register (“Law 441/ 2006”) and later on by the Government Emergency Ordinance no. 82 of 28.06.2006 (“GEO 82/2007”) raise further problems, both to the companies to which those are applicable, as well as to individuals who administrate (manage) the activities of these companies.
The question we want to answer through this article, as well as through the article yet to be published in the next issue (of December) of Consulting Review Magazine, is whether or not a person can combine the quality of employee of a company with that of administrator of the same company (or director, in the case of joint stock societies administrated in a dualist system).
However, given that between the types of companies regulated by the Company Law only two, namely joint stock company (JSC) and limited liability company (Ltd) present areal interest to our readers, we will limit the analysis to these two types of companies, and in this article we will treat the case of administrators or directors in an JSC, whereas in the article to be published in the December issue of the Consulting Review Magazine to refer to the legal status of administrators of Ltds.
1. This article was first published in Consulting Review Magazine (2009)
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Employment contract concluded between a company and its administrator – Joint Stock Companies