Întinderea mandatului administratorilor unei societăţi cu răspundere limitată
The scope of the authority granted to directors of limited liability companies

Summary/Abstract: The text examines the scope of the authority granted to directors of limited liability companies (SRLs) and concludes that Romanian law does not impose explicit legal limits on their representative powers, unlike the regime governing joint stock companies (SAs). Article 70(1) of the Companies Law no. 31/1990 grants SRL directors a general agency, with limitations being possible only through the articles of association. Unlike SAs, which require special empower for certain significant acts (art. 153²²), SRLs are not subject to such statutory constraints. The legislature deliberately excluded the application of art. 78 (regarding notice to all managers) to SRLs, showing an intention to maintain flexibility. Moreover, the Civil Code rules on agency (art. 2.016) do not apply to SRLs, as they are governed by special company law provisions. Using comparative law (particularly the French model and the historical roots of the SRL), the author shows that SRLs were designed to grant directors broad and flexible powers, and any statutory limitations are not enforceable against third parties [art. 55(2) of the Companies Law]. Third parties acting in good faith are protected even if such limitations were published; only third parties in bad faith may be affected, but bad faith must be proven. In conclusion, SRL directors hold unrestricted representative powers, and statutory limitations operate only internally, potentially triggering director liability but not affecting the validity of acts toward third parties. Collective representation clauses and special agency, if not respected, do not invalidate acts vis à vis third parties.

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