Admissibility of the complaint against the resolution of the Head of the Trade Registry Office admitting the application for registration of a company.

LITIGII CU PROFESIONIŞTI

Abstract

By Article 6 of the G.E.O. no. 116/2009 by reference to the provisions of Article 6 paragraph 2 of Law no. 26/1990, the law provided the appeal, as a means of challenge, against the resolution of the Head of the Trade Registry Office admitting the request for registration of a company, being also admissible that for the same legal situation regarding irregularities in the registration of the company, the law provides alternative means of  invocation, as they were found before or after registration. 
The existence of some main requests for intervention formulated pending resolution of the complaint already lodged on the docket of the court did not transform the procedure based on Article 6 into the mandatory procedure based on Article 71 of said normative act, nor did the court of first instance proceed in this respect, but approved the requests for intervention considering the provisions of Article 62 of the Code of Civil Procedure, apart from the possibility conferred by GEO no. 116/2009 in the case of requests for entries. 
The merits judge correctly noted that the only duties that can be delegated by the General Meeting of Shareholders to the Board of Directors refer to the relocation of the company's headquarters, the change of scope of business or the increase of the share capital. It is the responsibility of the General Meeting of Shareholders to participate in the establishment of new companies. Participation in the establishment of a new company does not lead to the achievement of the scope of business of the company C. SA, which consists, according to the Trade Registry entries, of service activities ancillary to water transport.