ro fr
universul juridic magazin
Revista Română de Drept Privat

Adoption of decisions by the management body of a joint-stock company, by delegation of authority from the general meeting of shareholders

This article approaches the issue of delegation of powers from the general assembly of shareholders to the board of directors, respectively board of management of a stock company, the only one that accept such instrument. The purpose of the delegation is the celerity and flexibility of the decisions. The legal nature of delegation is the one of a mandate, limited without derogations to moving the headquarters, amending the secondary scope of activity, and increasing the share capital though new issued shares. When the lifting or limitation of the preemption right is also delegated, the shareholders decision of delegation must be adopted in the same conditions of quorum and majority with the decision of lifting and limiting the preemption right, which is three quarters of the share capital. Decisions of the board of directors, respective of the board of management regarding shareholders’ information, publicity, nullity and suspension will have the same regime as the decisions of the shareholders. Legal capacity to request the annulment of the decision adopted by delegation belongs to any shareholders. Delegation is given by the charter, within a limited authorized capital, or, for a listed company, by the general assembly’s decision. Authorized capital is the share capital that the company anticipates to achieve in a certain period of time. Authorizing the increase of the share capital in a temporal limit and a value limit makes the decision discretionary within such limits, shareholders implication being given prior, generic and abdicative, not for a particular operation. Keywords: authorized capital; board of directors; board of management; delegation of powers; general assembly; increase of the share capital; majority; preemption right; quorum; stock company.