In the business world, there are many situations in which a person or company needs to delegate management tasks to another person. In the case of commercial companies, this delegation is carried out through a mandate contractlegal document that regulates the relationship between the principal (the company or associations) and the trustee (the appointed administrator).

AND mandate contract for SRL directors it is essential for the proper functioning of society and compliance with the law. With this contract the director receives the right to represent the company and make decisions, within the limits set by the members.

What is the mandate contract

A mandate contract is a legal agreement whereby one party (the principal) undertakes to carry out certain legal acts in the name and on behalf of another party (the principal), for compensation or free of charge.

In the case of an LLC, the trustee is the director of the company and the principal is the company, represented by the members.

Main features

  • It is a consensual contract – it is concluded with the agreement of the parties;
  • It has an intuitu personae character: the administrator is appointed on the basis of the assignment granted;
  • It can be with or without compensation;
  • It is temporary, the duration of which is established by the articles of association or by the contract.

When a mandate contract is necessary

  • When appointing an administrator in an LLC;
  • When extending the mandate of an existing director;
  • When establishing special or additional duties for an administrator;
  • In situations where the director is not also a shareholder of the company.

Essential elements of the mandate contract for SRL administrators

Identification of the parts

  • Company data (name, registered office, CUI, Company Register no.);
  • Data of the trustee (designated administrator);
  • The legal representative who signs the contract on behalf of the company.

The object of the contract

  • The director receives the task of administering and representing the company;
  • Limits of competence are established (signature on documents, representation in relations with banks, contracts, authorities);
  • It specifies whether the administrator can delegate his duties.

Mandate

  • The mandate can be fixed (for example 4 years) or indefinite;
  • Possibility of renewal upon decision of the members.

Rights and obligations of the administrator

  • Represent the company before third parties;
  • Sign accounting and contractual documents;
  • Respect the law and the constitution;
  • Administer the company's assets in good faith;
  • Periodically inform the associations about the activities carried out.

The rights and obligations of the principal

  • Pay the administrator's remuneration (if any);
  • Make the resources necessary for administration available to the curator;
  • Respect the limits of competence established by the contract.

Compensation

  • It can be fixed (monthly amount) or variable (depending on performance);
  • May include bonuses or benefits in kind;
  • It must be clearly indicated in the contract, including the payment method.

The responsibility of the administrator

  • The administrator is responsible for damages caused by the violation of duties;
  • Liability can be civil, non-contractual or criminal;
  • It is possible to take out professional liability insurance.

Termination of the mandate contract

  • Upon expiry of the established deadline;
  • For revocation of the administrator by the shareholders;
  • For resignation of the administrator;
  • Due to objective impossibility (e.g. incapacity, death);
  • By agreement of the parties.

Advantages and disadvantages

Benefits for the company

  • Clarity regarding the administrator's duties;
  • The possibility of better controlling management decisions;
  • Legal protection in case of damage.

Benefits for the administrator

  • Official recognition of position and responsibilities;
  • Clearly defined salary rights and benefits;
  • Protection against possible abusive accusations.

disadvantage

  • The possibility of conflicts between shareholders and administrator;
  • High legal responsibility for the administrator;
  • Limitation of freedom of decision, depending on the contract.

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Download the mandate contract template

Frequently asked questions about the mandate contract template

Does the contract need to be notarized?

It is not mandatory, but for greater legal certainty it can be authenticated.

Can the administrator also be an associate?

YES. The administrator can be a partner, but also a person external to the company.

What happens if the administrator goes beyond his duties?

The company may be liable to third parties, but the director is personally liable for damages caused.

How can an administrator be revoked?

By decision of the general meeting of members, in compliance with the legal and statutory conditions.

Conclusion on the mandate contract model

AND mandate contract for SRL directors it is an indispensable legal tool for a company that wants transparency and legality in the management process. It clearly regulates the tasks, limits and responsibilities of the director, protecting both the company and the person in charge.

A well-drafted contract adapted to the specificities of the company contributes to effective governance and avoidance of conflicts. For this reason it is advisable to consult a lawyer or specialist in commercial law before signing the contract.