Entrepreneurship & BusinessLegal ResourcesAdministrators of LLCs

April 8, 20210

Who appoints the Administrators?

Administrators of an LLC are nominated by the General Meeting for a term not exceeding 5 years, with the possibility of re-election. The nomination has legal effect once it is registered in the National Registration Centre.

What are some requirements for the Administrator?

The Administrator has to be a physical person. There are no citizenship requirements for the Administrator of an LLC, nor are there any limitations on the number of Administrators. However, the Administrator of a parent company may not be elected Administrator of a subsidiary, and vice-versa.

What are the duties of Administrators?

The Administrator’s duties include:

  • managing the company’s business by implementing the policies defined by the General Meeting;
  • representing the company;
  • ensuring that the necessary financial books are kept;
  • signing the annual statement of accounts and the performance report and presenting it to the General Meeting for approval together with the proposals for the distribution of profits;
  • creating an early warning system regarding developments of the company;
  • submitting company information for registration at the National Registration Centre;
  • reporting to the General Meeting the implementation of business policies and the realization of transactions of importance for company performance;
  • performing other duties set by law or the Statute.

Furthermore, the Administrator has the duty to convene the General Meeting when the annual or interim accounts show that the company’s assets will not cover its liabilities within the next 3 months.

How is the Administrator dismissed?

The Administrator is dismissed by the General Meeting at any time by the ordinary majority. This right may not be removed by Statute or contract.

How is the Administrator represented?

The Administrator’s authority to represent the company cannot be limited as against third parties.

What remuneration do the Administrators get?

The salary of the Administrator, established by the General Meeting, may be supplemented by incentives schemes (for eg. shares or bonuses). The remuneration must reflect the duties of the Administrator and the financial situation of the company.

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