Shareholders' Resolution (bylaws amendment)
A shareholder resolution is a formal decision made by the shareholders of a company on a specific matter that requires their approval. Shareholder resolutions are a crucial aspect of corporate governance and decision-making within a company.
This resolution is good for:
- limited liability companies.
- amending bylaws / incorporation documents.
What are the articles of incorporation for an LLC (SRL)?
The articles of incorporation of an LLC (SRL) is the contract between shareholders/founding document that establishes the rules of operation of the company, its structure, the rights and obligations of the associates, as well as the mode of administration and distribution of profits. The articles of incorporation include details such as the company's name, its business purpose, share capital, registered office, and corporate structure.
What does amending the articles of incorporation of an LLC entail?
Amending the articles of incorporation of an LLC involves making changes to the incorporation document of the company. This may include alterations such as relocating the registered office, revising the business purpose, transforming the governance structure, adjusting the share capital, renaming the company, or similar modifications.
Who is authorized to initiate amendments to the articles of incorporation of an LLC?
Amendments to the articles of incorporation can typically be initiated by the shareholders or the director, as provided within the original incorporation documents. Approval of amendments generally requires unanimous consent from all shareholders or at least a qualified majority.
What steps are required to amend the articles of incorporation of an LLC?
To amend the articles of incorporation, the first step is to convene a General Meeting of the Shareholders. During this meeting, proposed amendments are discussed, voted on, and must be approved by the shareholders. The approved changes are then documented in the AGM decision model for amending the articles of incorporation. These amendments must be formally registered at the relevant Commercial Register Office and published in the Official Gazette of Romania, Part IV.
What documents are necessary for amending the articles of incorporation?
The required documents for amending the articles of incorporation include the AGM decision model for the amendments, signed by the associates who approved the changes, and the revised articles of incorporation. These documents must be filed with the Commercial Register, and submissions can also be made online through a user account equipped with an electronic signature.
Depending on the specifics of the amendments to the LLC's articles of incorporation, additional supporting documents may be necessary (such as property deeds for a new headquarters, contracts, etc.).
How long does the amendment process for the articles of incorporation take?
The duration of the amendment process can vary based on the complexity of the changes and the efficiency with which the Commercial Register processes the documents. Generally, this process can span from a few days to several weeks.
Are there fees associated with amending the articles of incorporation?
Yes, amending the articles of incorporation incurs certain legal fees payable at the Trade Register Office, along with fees for the publication of the amendments in the Official Gazette. The amount of these fees depends on the nature and complexity of the amendments and will be assessed by the Commercial Register.
Alogside this template decision, you might want to order:
- bilingul articles of incorporation for SRL
- template shareholders decision
- template shareholders decision for increasing or decreasing shared capital
- legal documents for employment
- template contracts
- customised contract upon order
Consult the Docs & Deeds blog for more information about:
- how to establish an LLC
- the operation of LLCs
- the advantages of an LLC
- the role of an internal regulation
- how to write a contract
