Lawyer for annulment of shareholders’ resolutions in Bucharest
Have you learned of a shareholders’ resolution that you consider unlawful, or received a claim seeking its annulment? We review the notice convening the meeting, the vote, the content of the resolution and the applicable deadline, taking account of the company’s legal form and your legal capacity.
Description
Lawyer for annulment of shareholders’ resolutions in Bucharest
Have you learned of a shareholders’ resolution that you consider unlawful, or received a claim seeking its annulment? We review the notice convening the meeting, the vote, the content of the resolution and the applicable deadline, taking account of the company’s legal form and your legal capacity.
The term must be verified immediately
For a resolution of the general assembly of a limited liability company, the 15-day period provided for in Article 132, paragraph (2) of Law no. 31/1990 begins to run from the date the partner became aware of the resolution, pursuant to Article 196. For a company with shares, the period from Article 132, paragraph (2) begins to run from the publication of the resolution in the Official Gazette, Part IV. If the reason is absolute nullity, the right to action is imprescriptible pursuant to Article 132, paragraph (3). The classification depends on the alleged violation. Mention when you learned about the resolution and keep the relevant entry or message.
What we check before taking action
- The convening, agenda and the documents made available.
- Conditions of participation, representation and voting.
- The minutes, the text of the decision and the provisions of the constituent act.
- Who has standing to bring the claim and the specific ground relied upon.
- The already produced effects and the eventual need for a suspension measure.
Required documents
Prepare the challenged resolution, the notice convening the meeting, proof of service, the minutes, the articles of association and any available documents filed with the trade register. Include relevant correspondence and information about any existing proceedings. State whether you attended the meeting and how your vote was recorded.
If you are preparing the change of administrator and want to check the convocation, the vote and the registration formalities, see the service of revocation of the administrator of an SRL.
Annulment and suspension have different roles
Reviewing a claim for annulment does not mean that implementation of the shareholders’ resolution is suspended. If its effects are urgent, we assess the suspension procedure and its requirements separately. Subject to a conflict-of-interest check, legal assistance may be provided either to the shareholder or company member bringing the challenge or to the company defending the claim.
Frequently asked questions
Is the fact that I voted against enough?
Disagreement and illegality are different things. We verify the conditions of the action and the violations that can be proven.
If the decision was recorded, can it still be analyzed?
The registration does not replace the analysis of the judicial path and the deadline. The exact documents and data of the procedure are required.
Does a notification to the company preserve the procedural time limit?
This is not assumed. The verification of the deadline and the preparation of the action must be done separately from the negotiation or correspondence.
How we start the collaboration
During the scheduling, they mention what you are pursuing, what documents you have received and whether there is a close deadline. After verifying the documents, we discuss the options, the evidence, the risks, and the proposed services. The consultation, drafting, and representation are established through a legal assistance contract; the fee depends on the complexity and the stage of the case.
Lawyer Constantin Andor, in the bar since 2000, has a law office since 2007. the law office is located in Bucharest and receives requests from all over Romania; the working method and representation are determined for each case. We contractually collaborate with lawyers and, depending on the case, with experts.
Call: 0732.710.701 · Contact us on WhatsApp · Request a consultation. Confidential documents should be sent using the method agreed with the law office.
