12. Acţiune în răspundere întemeiată pe dispoziţiile art. 155 din Legea nr. 31/1990. Promovarea acţiunii de administrator în numele societăţii. Lipsa mandatului special. Consecinţe
12. Action for damages based on the provisions of art. 155 of the Law no. 31/1990. Promoting the action of the director on behalf of the company. Lack of the limited power of attorney. Consequences

Summary/Abstract: If the company decided, according to a resolution of the General Meeting of the Shareholders, to initiate the action for damages against the members of its management bodies, without appointing a special proxy empowered to take legal action for the enforcement of this resolution, the general power of attorney of the director cannot be deemed to comprise this limited power of attorney, implicitly. Consequently, the legal action initiated by the director on behalf of the company, being lodged by a person who does not submit the limited power of attorney required by law, does not observe the requirements under art. 155 of the Law no. 31/1990 regarding the special conditions of the representation, thus, the provisions of the civil procedural law become fully incident regarding the lack of the proof of the capacity of representative, regulated under art. 161 of the Code of civil procedure, requiring, under the conditions of the procedural regime of the plea, the annulment of the sue petition.

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