Considerations on the romanian regulations of 'censors', an institution between tradition and actuality

AuthorMirela Georgiana Sabau
Lecturer Mirela Georgiana SABU
This essay analyzes the institution of “censors”, as company body of internal control, aiming to determine
whether this institution corr esponds or not to a real need of some companies or it is just maintained in the virtue of
the tradition of Romanian law system regulations rega rding the internal control. Analyzing the evolution of
company contr ol a nd the institution of censors a nd especia lly the la rge attributions, rights a nd obliga tions the
censors have, tha t are more e xtended than those of the auditor s I ca me to the conclusion that the censor s by their
permanent and general activity corr esponds to rea l needs of some companies. Therefore I consider that there are
real grounds for which the institution of censors, part of the traditional system of interna l control provided in the
course of time by the Romanian law system, c ontinues to exist. In the final part after ana lyzing the existing legal
provision I suggested some amendments of the law such as : to request expertise of the persons nominated as censors
in order to avoid a formal and inefficient control, to extend the secret vote for censors election a s provided for
companies by shares to all companies, to eliminate the obligation of the limited company by shares having more than
15 shar eholders to nominate censors if such company enter into contra ct with auditors, as well a s some suggestions
regar ding the corr elation of the terminology.
Key words: company law, control of company management, censors, auditor s, interna l control of companies
JEL Classification: K20
By the fulfillment of the formalities for company establishment and by observing the
formal and substantial conditions imposed by the law, the company is transformed from a
contract into a legal person having its own capacity and decision that is obtained as a result of the
law and the will of company founders.
Its quality of subject of law and the double nature of contract and legal person, essentially
defines the company, with all the consequences that derives from it and affects company own
patrimony and the mechanism of adopting and implementing the company decisions, of the
obligations and liability of the persons empowered to transpose company will in the relationship
with third parties.
Company will is formed within the general meeting of shareholders and is accomplished
by the administrators (managers) liable for the performance of company day to day activity under
the supervision of the company bodies or persons who exercised company control.
The control of company management is aiming to prevent situations that might conduct to
the infringement of company articles of incorporation and memorandum of association, abuses in
directors and managers activity or of other company bodies, company bankruptcy, the decrease of
company patrimony and other similar.
The activity of the control body and the control function assure the protection of the
shareholders interest, as well as the interest of the company itself.
In the course of time, worldwide there were two main company control systems: internal
control system and external control system.
The internal control system considers the control as a function within the company and
therefore it states against the interference of persons outside the company with issues related to
the company control. The internal control system pleads for the control exercised by a company
body (censors or censors committee) formed by one or more persons who might be shareholders
Mirela Georgiana Sabu, Faculty of Law, Spiru Haret Bucharest University, Lawyer in Bucharest Bar,

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