Răspunderea administratorilor societăţilor cu răspundere limitată
Liability of Administrators of Limited Liability Companies

Summary/Abstract: The liability of directors towards the company arises whenever they breach the obligations assumed through the management contract or those provided by law. Law no. 31/1990, in Articles 70-73, outlines the legal framework for directors’ liability, emphasizing that the obligations and liability of directors are governed by the provisions on mandate and the specific rules set out in Law no. 31/1990.The liability action against directors and the compensation action are regulated in the special law under Articles 155–155¹, which apply to joint-stock companies. Therefore, these provisions do not apply to the liability of directors of limited liability companies. The assessment of fault for a director of a limited liability company will be made according to common law, specifically the rules applicable to agents under Article 2.018 of the Civil Code, by reference to the diligence of a prudent owner if the mandate is for consideration, or to the diligence exercised in their own affairs if the mandate is gratuitous.

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