The nature of legal report between the administrator and the trading company

• Author: Florian Radu-Gheorghe
• Position: Candidate to Ph.D
• Pages: 268-271

268

THE NATURE OF LEGAL REPORT BETWEEN THE ADMINISTRATOR AND

THE TRADING COMPANY

Candidate to Ph.D Radu-Gheorghe Florian

Abstract:

The present study proposes to decelerate the legal nature of the reports born between

administrator and the company in the conditions of actual legal regulations but also in the

context of the empowerment given to the administrator through the constitutive document.

Key words: company, administrator, legal report

As it is. known in the internal law the foundation and organization of the trading

companies is regulated by the law no. 31/1990389 as common right in trading companies

domain, containing general regulations applicable to all trading companies but also special

regulations applicable only to one of the five types of trading companies: general partnership

company, limited company, joint stock company, joint stock limited company and limited

liability company.

Regarding trading companies’ operation, the law no. 31/1990 comprises both general

specifications applicable to every company and conditions specific to every legal form of

trading company and have as object aspects referring to the legal form of the goods brought as

contribution in the company, partners’ rights to dividends, company's personnel and so on.

The company’s personnel benefit of an express and detailed regulation having the

mission to state on legal plan the legal person’s intention, company’s intention.

The social intention is formed within the deliberation committee constituted by the

Associates’ General Assembly, respectively Shareholders’ General Assembly. This intention

is put into practice through an execution, administration committee that is represented by

administrators. And not at least we identify as part of the company also the censors that

ensure the administration control done by the administrators in the name of the company.390

The actual study has as an object the study of the legal social relation form born

between the administrator and the company as whose administrator is.

In the first place, the question that arises towards the nature of the legal report is to

know to whose rules this social relation becomes incident tot. Is this legal report a

commercial, a civil or a labour right one?

The importance of the distinction resides especially from different rules contained by

the three branches of private law, concerning the birth of legal report, the proof of rights and

obligations and the special rules concerning to the development of the reports.

In order to reach a judicious conclusion we will analyze all the three assumptions

mentioned above.

In our analyse we need to start from the premise given by the regulations of the art. 72

from the law no. 31/1990 due whom the administrators’ obligations and responsibilities are

regulated by the aspects referring to the mandate. These reports specific to the mandate

contract can be identified in civil, commercial or even individual labour contract domain.

Concerning the civil nature of the reports between the administrator and the company,

firstly we can notice that we are in the presence of some contractual reports in which on one

389 Republished in the Official Gazzete, no 1066 from 17.11. 2004.

390St.C<rpenaru, Romanian trading law, the 5th Edition, All Beck Publishor, page 208.