Răspunderea administratorului faţă de societate

Dr. Sebastian BODU, MBA

Academia de Studii Economice

ABSTRACT

This article covers the liability of the directors towards the company, different than the liability towards the third parties. The issue of the legal nature of this liability should not be controversial, for it is a contractual one. Law no. 31/1990 came (quite late) for the limited companies by stock (SA) with the bonus pater familias criterion, that means that the liability is appreciated by the objective criterion of a common, ordinary, middle director. For the limited liability partnerships (SRL), the bonus pater familias criterion is not applicable but the civil law provision regarding the agency, paid or not paid. Directors' liability is double when they delegate the managerial powers to the officers, respectively for the officers' acts, as well as for their own. Liability is joint and several for all directors, irrespective of the legal form of the business entity. Outsting...