Preventive attitude

Once we have decided to enter into legal relationships of any kind with another person it is certain that several stages shall have to be undergone so that the desired goal is achieved.

Always the foundation of legal relationships consists of the date of: the stage of verifications and the stage of materialization of the negotiations through a written agreement. The attitude that is necessary for us to adopt is the preventive attitude. The way in which we act throughout these stages is of great importance; during this period, you may build a more or less solid foundation for your future relationship.

In order for your actions to be considered as preventive attitude, we should proceed in the following manner:

A. In the initial phase of the negotiations:

1. ask for information and documents not only related to the future contractual partner, but also to the object of the negotiations;

2. analyze the received documents;

3. verify the veracity of the information provided on the future contractual partner. For example, it is advisable to:

– verify the existence and functionality of the company with which you chose to conclude an agreement, 

– verify if the person who presents himself/herself as the legal representative of another person actually have this quality,

–  obtain an extract from the Land Book for information so that to discover the eventual details on the real estate which is the object of the negotiation,

– verify the existence and/or the reality of the documents or the information, which are mentioned in a real-estate sale-purchase agreement,

 – realize other verifications prior to establishing an agreement, this depending on the types of contracts that you whish to conclude.

B. In the stage of the drawing up of the contract:

1. materialize the result of the negotiations, in short, in writing, in order to be able to recall what exactly you convened upon and to what extent;

2. ask for the help of a lawyer in drawing up the agreement; it is advisable to have a written document in any situation, however it may be harmful to “borrow” models that you adjust yourself. The personal adaptation of a contract is comparable to the treatment of health issues without the help of a doctor. There are no identical situations thus there are only customized solutions.

3. seeing that one of the parties assumes the role of the supplier of the draft of the agreement, do not sign it as provided. Verify the content of the draft and in general seek the support the legal specialists in undergoing these verifications.

4. Sometimes the clauses are unclear and most of the time they are drawn up in favor of the party which is the supplier of the agreement. Seek the support of a specialist in order to reword those clauses or to make the necessary modifications to the content of the agreement.

It should be understood, as it is advisable to be aware on what land you step on when it is covered with water, it is also advisable to be aware of what you may rely on when taking the first step into a legal relationship.

We, as legal specialists, know that it is cheaper for our clients to prevent problems; once the problem occurs, in the situation in which the client did not take the necessary precautions at the beginning of the legal relationship, it is much more costly to remedy the problem.

This is why, our advice is for you to call upon the legal services of a specialist regardless of the conjuncture and from the very beginning, taking into consideration the fact that any legal relationship has its own dynamic which may gradually, for various reasons, get out of control, some of them being completely unexpected.

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The main management structure of the company in Romania is the general meeting of associates / shareholders. The constitutive act establishes the rules for convening and adopting decisions and whether the exercise of the vote can be delegated by special mandate by the associate / shareholder who cannot take part in the meeting. In the limited liability company, each shareholder entitles the holder to one vote in the respective meeting. The general meeting of associates has the following main obligations: ✓ to approve the annual financial statement and to establish the distribution of the net profit. ✓ to appoint the administrators and the censors, to revoke / dismiss them and to discharge them, as well as to decide to contract the financial audit, when it is not obligatory, according to the law; ✓ to decide the pursuit of the administrators and censors for the damages caused to the company, designating also the person in charge to exercise it; ✓ to modify the constitutive act.
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The limited liability company is the most common form of company in Romania, being the legal entity that best serves the interests of investors both from the point of view of the reliability of the activity, and from the perspective of its management. The limited liability company is abbreviated "SRL" in Romania and is the equivalent of the American limited liability company Limited Liability Company (abbreviated to LLC) or the German economic structure "Gesellschaft mit beschränkter Haftung" (abbreviated to GmbH), or the structure called "limited" , the structure used in most Latin American states.
The limited liability company is characterized by:
✓ the character intuitu personae, which means that this economic structure is based on the trust between the associates;
✓ the division of the share capital into fractions called shares, which cannot be negotiable securities;
✓ the liability of the associates is limited to their contribution to the share capital.
The limited liability company may also have a single partner, natural or legal person, of Romanian or foreign nationality, who will be the owner of all shares. Instead, the maximum number of associates is 50 people.
At present, the Romanian law no longer conditions the subscription and payment of a certain amount as share capital.
Through registration, the company acquires legal personality, becoming, under the law, a collective subject of law. The conclusion given by the judge is sent, ex officio, to the Official Gazette of Romania for publication at the expense of the company and to the Financial Administration in whose territorial area is the main headquarters of the company for fiscal registration, mentioning the registration number in the Trade Register .

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