You come home and find court documents in your mailbox addressed to a company you’ve never heard of. Upon closer inspection, you realize that the company’s registered management address is identical to the address where you live. How can you protect yourself?
Why Should I Do This?
The procedure for removing a company’s management address can only be carried out through legal action by filing a lawsuit. However, the effort is worth it because a company’s registered management address serves as its primary point of contact for third parties and for receiving court documents.
It is unlikely that an operational company would register its address at a location where it has neither an office nor employees. However, if the company has many creditors and is potentially involved in multiple lawsuits, the burden of receiving court correspondence can become significant for those living or working at the address.
Legal Grounds and Interest in Filing the Lawsuit
The legal basis for such a lawsuit stems from Article 29, Paragraph 1 of the Commercial Register and Register of Non-Profit Legal Entities Act (CRRNPLEA), which states:
“Any person with a legal interest, as well as the prosecutor, may file a lawsuit to establish the nullity or inadmissibility of a registration, as well as the non-existence of a registered circumstance.”
In this case, the claim is based on the third and final hypothesis mentioned in the provision—establishing the non-existence of a registered circumstance.
The range of individuals eligible to file such a lawsuit is quite broad, as inferred from the legal text. However, those with the strongest legal standing include the property owner of the given address and any individual or entity using the address, whether for residential or business purposes.
Possible Scenarios in Court
Given the legal grounds outlined above, the court should allow the case to proceed. However, it is possible that the court may deem the claim inadmissible. In such cases, an appeal can be filed, and experience shows that appellate courts are likely to admit the case to be heard on its merits.
In many instances, such companies have been inactive for a long time and may lack a registered manager (who may have been removed either at their own request or otherwise). In such cases, the court may require the claimant to pay a deposit for a special representative to represent the defendant company. While we do not agree with this approach, it is important to mention that such costs could ultimately be borne by the plaintiff.
An alternative solution in such cases is to file a report with the prosecutor’s office, as the absence of a registered manager for more than three months is itself a ground for filing a claim for company deletion, which must be initiated by a prosecutor.
The Courts’ Positions
Examining the merits of the case reveal varying positions shared by the courts.
Many judicial panels base their reasoning on a 2002 ruling by the Supreme Court of Cassation, which states that Article 29, Paragraph 1 of the CRRNPLEA applies only in the following two cases:
- When a registration was made in the absence of a valid decision by the competent corporate body;
- When a registration was made based on a valid decision, but the decision was later declared null and void by the court.
However, this position is not universally accepted in more recent case law. Some appellate courts have held that even a valid decision by a company’s competent body can be challenged under this procedure. They argue that a registered decision must contain circumstances that reflect the objective reality, linking it to the principles of accuracy and trustworthiness of the registered data in the Commercial Register
Outcome
The lack of uniform case law means that court rulings on such cases may vary. It is also important to note that such lawsuits are often filed against companies that have long ceased operations. This means there is little chance of recovering legal expenses from the company’s assets.
Nevertheless, a successful claim under Article 29 of the CRRNPLEA brings significant benefits, making it a justified course of action.
