Antohi Laurențiu Law Office
Legal advice and assistance for your company — from formation to liquidation.
Do you have a company and need documents done correctly — or have you hit a deadlock with a shareholder or a director? I help with both the routine side (constitutive documents, amendments, shareholders’ resolutions) and conflict situations, which usually cost a lot more if left to escalate.
What I typically handle for a company.
Company formation and amendments
I draft the constitutive documents and subsequent amendments — change of registered office, business activity, director or share capital — and file them with the Trade Registry, so the company operates on correct paperwork from the start.
Shareholders’ resolutions and relations between shareholders
I draft general meeting resolutions, minutes and, where needed, shareholder agreements that set the rules of the game in advance — who decides what, how profits are split, what happens if one shareholder wants out.
Transfer of shares
I review and draft the transfer documents, handle objections and the Trade Registry formalities, so the transfer is enforceable against third parties and leaves no opening for later challenges.
I have a dedicated page on company mergers and demergers, here — if you’re reorganizing or consolidating several companies, you’ll find the step-by-step procedure there.
Disputes between shareholders and directors.
Excluding a shareholder
Law 31/1990 allows the exclusion of a shareholder who fails to make their promised contribution, interferes without right in management, or commits acts harmful to the company. I prepare and argue the exclusion request in court.
Withdrawal from the company
When a shareholder wants to leave and the others don’t agree, withdrawal can be obtained through the courts, for good cause. The valuation of the shares and how their value is paid are discussed separately.
Directors’ liability
If a director caused harm to the company through decisions made in bad faith or in breach of their duties, I can bring or defend a liability action, including a derivative action brought by shareholders.
Dissolution and liquidation
Voluntary or judicial — I assist with appointing the liquidator, preparing the liquidation balance sheet, and deregistering the company, so the process closes cleanly, with no debts or liabilities left unclear.
Send me the company’s documents before we talk.
Fill in the form below, selecting “Corporate Law” as the type of issue. Upload the constitutive act, the latest shareholders’ resolutions, and any document relevant to your situation.