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Cine conduce firma? Asociatul sau administratorul?

ian. 13, 2022 Utile

O societate cu răspundere limitată este condusă de unul sau mai mulți asociați, precum și administratori. Unul dintre asociați poate avea calitatea de administrator. Toate drepturile și obligațiile administratorilor și asociaților sunt prevăzute în actul constitutiv al societății, în Legea nr. 31/1990 și se completează cu dispozițiile Codului civil (art. 1894-1902), adoptat prin Legea nr. 287/2009, republicată cu modificări, în vigoare de la 1 octombrie 2011).

Chiar dacă asociații au adunări generale prin care decid probleme firmei, despre care poți afla mai multe administratorul este cel care le duce la îndeplinire în viața de zi cu zi. El semnează toate documentele firmei și le pune în executare. Ca la stat, Parlamentul (asociații) decide, iar Guvernul (administratorul) execută.

Cine poate fi administrator într-un SRL?

Alineatul al doilea al articolului 1913 din Codul civil ne spune că administratorii pot fi asociați sau neasociați, persoane fizice ori persoane juridice, române sau străine.

Așadar, administratorul poate fi:

  • o persoană din firmă
  • o persoană din afara firmei
  • un cetățean român sau străin
  • o persoană juridică română sau străină

De toate pentru toți. Trebuie doar să vezi care e cea mai bună variantă pentru tine, că sigur ai cum să o pui în practică.

Administrator persoană fizică

Principalele condiții pentru ca o persoană fizică să aibă calitatea de administrator sunt:

  • Capacitatea juridică,
  • Onorabilitatea.

Pe lângă acestea, se pun trei probleme:

  • Problema calității de asociat a administratorului,
  • Problema cumulului funcției de administrator cu calitatea de salariat al aceleiași societăți,
  • Problema cumulului calității de administrator la mai multe societăți.

Capacitatea juridică a administratorului

Administratorul persoană fizică trebuie, potrivit art. 6 alin. (2) din Legea nr. 31/1990 să aibă capacitate deplină de folosință și de exercițiu.

Capacitatea de folosință este acea parte a capacității civile care constă în aptitudinea omului de a avea drepturi și obligații civile, iar capacitatea deplină de exercițiu este acea aptitudine de a dobândi și exercita drepturi civile și de a-și asuma și executa obligațiile civile.

Dat fiind faptul că administratorul încheie, pentru realizarea scopului societății, atât acte de administrare și conservare a patrimoniului social, cât și acte de dispoziție cu privire la acesta, este important ca cel numit administrator să aibă capacitate deplină de exercițiu. De aceea, legea prevede că o persoană lipsită de capacitate de exercițiu ori cu o capacitate de exercițiu restrânsă nu poate să exercite funcția de administrator.

Desemnarea ca administrator a unei persoane incapabile are drept consecință decăderea acesteia din drepturile aferente funcției de administrator, iar actele juridice încheiate de o asemenea persoană sunt lovite de nulitate absolută.

Asta înseamnă că trebuie să aibă 18 ani ca persoana fizică, pe scurt.

Onorabilitatea administratorului

Persoana fizică desemnată ca administrator trebuie să îndeplinească și condiția unei moralități neștirbite, poziția sa în cadrul societății impunând credibilitate, încredere, absolut necesară, atât în raporturile dintre administrator și societate, cât și în raporturile acestuia din urmă cu terții și cu ceilalți comercianți.

Condiția onorabilității administratorului este prevăzută expres în art. 6 alin (2) din Legea societăților. Acesta stabilește că nu pot fi administratori persoanele care sunt incapabile sau care au fost condamnate pentru gestiune frauduloasă, abuz de încredere, fals, uz de fals, înșelăciune, delapidare, mărturie mincinoasă, dare sau luare de mită, precum și pentru alte infracțiuni prevăzute de legea societăților.

ONRC nu are cum să verifice acest aspect, însă vei da o declarație pe proprie răspundere, sub sancțiunea de fals, în care precizezi expres că îndeplinești condițiile de mai sus.

Calitatea de asociat a administratorului

În privința cumulului calității de asociat cu cea de administrator în SRL, Legea societăților distingea anterior între societatea în nume colectiv și societatea în comandită simplă, unde administratorul trebuia să aibă calitatea de asociat, și societatea pe acțiuni sau în comandită pe acțiuni și societatea cu răspundere limitată, unde administratorul putea fi asociat sau neasociat.

În prezent, Legea nr. 31/1990 așa cum a fost modificată stabilește, potrivit art. 197 alin. (1) că, în principiu, în cazul societăților cu răspundere limitată, administratorul poate fi asociat sau neasociat, deci cele două calități se pot cumula sau nu, în funcție de situație.

Asta înseamnă, pe scurt, că administratorul poate fi o persoană ”din companie” sau ”din afara ei”, nu ai o obligație în acest sens.

De mona

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