LEGE no. 31 31 of 16 November 1990 (** republished) (* updated *) on companies * **) ((updated on 7 July 2017 *)
ISSUER
PARLIAMENT
---------- ** **) Republicated pursuant to art. XII of Title II of Book II of Law no. 161/2003 on certain measures to ensure transparency in the exercise of public dignities, public functions and in the business environment, prevention and sanctioning of corruption, published in the Official Gazette of Romania, Part I, no. 279 of 21 April 2003, as amended, giving the texts a new numbering. Law no. 31/1990 was also republished in the Official Gazette of Romania, Part I, no. 33 of 29 January 1998, and subsequently amended and supplemented by: - Government Emergency Ordinance no. 16/1998 for the extension of the deadline provided for in art. VI para. 1 of Government Emergency Ordinance no. 32/1997 to amend and supplement Law no. 31/1990 on companies, published in the Official Gazette of Romania, Part I, no. 359 359 of 22 September 1998, approved by Law no. 237/1998 , published in the Official Gazette of Romania, Part I, no. 477 477 of 11 December 1998; - Law no. 99/1999 on certain measures to accelerate economic reform, published in the Official Gazette of Romania, Part I, no. 236 of 27 May 1999, as amended; - Government Emergency Ordinance no. 75/1999 on the financial audit activity, republished in the Official Gazette of Romania, Part I, no. 598 598 of 22 August 2003, as amended; - Law no. 127/2000 to amend and supplement art. 156 156 of Law no. 31/1990 on companies, published in the Official Gazette of Romania, Part I, no. 345 345 of 25 July 2000; - Government Emergency Ordinance no. 76/2001 on the simplification of administrative formalities for the registration and authorization of the officials of traders, republished in the Official Gazette of Romania, Part I, no. 413 of 14 June 2002, with subsequent amendments and completions; - Law no. 314/2001 for the regulation of the situation of companies, published in the Official Gazette of Romania, Part I, no. 338 of 26 June 2001, with subsequent amendments and completions; - Government Emergency Ordinance no. 102/2002 on certain measures to stimulate the application for the award of free use and investments in buildings subject to Government Emergency Ordinance no. 168/2001 on the enhancement of decommissioned zootechnical constructions, intended for the growth, fattening and exploitation of animals, as well as of decommissioned compound feed factories, published in the Official Gazette of Romania, Part I, no. 673 of 11 September 2002, approved with amendments and additions by Law no. 78/2003 , published in the Official Gazette of Romania, Part I, no. 194 of 26 March 2003, as amended; - Law no. 161/2003 on certain measures to ensure transparency in the exercise of public dignity, public functions and in the business environment, prevention and sanctioning of corruption, as amended; - Law no. 297/2004 on the capital market, published in the Official Gazette of Romania, Part I, no. 571 571 of 29 June 2004. ***) The title of the law was amended by item 1 1 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Title I General provisions + Article 1 (1) In order to carry out profit-making activities, individuals and legal entities may associate and constitute companies with legal personality, in compliance with the provisions of this law. ... (2) The companies referred to in par. (1) based in Romania are Romanian legal entities. ... ---------- Article 1 has been amended by section 1. 2 2 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 2 If by law it is not stipulated otherwise, companies with legal personality are constituted in one of the following forms: a) society in collective name; b) society in simple order; c) company on shares; d) society in order on shares and e) limited liability company. ---------- The introductory part of art. 2 2 has been amended by section 4.2 3 3 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 3 (1) Social obligations are guaranteed with the social heritage. ... (2) Associations in the company in collective names and associations ordered in the company in simple order or in order on actions respond unlimited and solidary to social obligations. The creditors of the company will first move against it for its obligations and, only if the company does not pay them no later than 15 days after the date of the delay, they will be able to move against these associates. ... (3) Shareholders, commanderers, as well as associations in the limited liability company only respond to the competition of subscribed share capital. ... + Article 4 The company with legal personality will have at least 2 associates, unless the law provides otherwise. ---------- Article 4 has been amended by section 4. 4 4 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Title II Formation of companies Company formation ---------- The name of Title II has been amended by point 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Chapter I Articles of Association + Article 5 (1) The company in the collective name or in the simple order is constituted by a company contract, and the company on shares, in the order on shares or with limited liability is constituted by a company contract and status. ... (2) The limited liability company may also be constituted by the act of the will of a single person. In this case only the status is drawn up. ... (3) The company contract and the statute may be concluded in the form of a single document, called a constituent act. ... (4) When only a company contract or status is concluded, they may also be referred to as a constituent act. In the present law, the name of the constitutive act designates both the single document and the company contract and/or the society. ... (5) In cases where the company contract and the statute constitute distinct acts, the latter shall include the identification data of the associates and clauses regulating the organization, operation and conduct of the company's activity. ... (6) The articles of association shall be concluded under private signature, shall be signed by all associations or, in the event of public subscription, by the founders. The authentic form of the articles of association is compulsory when: ... a) among the assets subscribed as contribution to the share capital is a building; ... ---------- Lit. a) a par. ((6) of art. 5 5 has been amended by section 4.2 2 2 of art. 10, Section 3, Cap. II of LAW no. 71 71 of 3 June 2011 , published in MONITORUL OFFICIAL no. 409 409 of 10 June 2011. b) constitute a company in a collective name or in a simple order; ... c) the stock company is constituted by public subscription. ... (7) The constitutive act acquires the definite date and by filing with the trade register office. ... + Article 6 (1) The signatories of the articles of association, as well as persons who have a determining role in the constitution of the company are considered founders. ... (2) The persons who, according to the law, are incapable or who have been convicted of crimes against the patrimony by disregarding trust, corruption offences, embezzlement, crimes of forgery in documents, evasion tax, offences provided by Law no. 656/2002 for the prevention and sanctioning of money laundering, as well as for the establishment of measures to prevent and combat the financing of acts of terrorism, republished, or for the crimes provided by this law. ... ---------- Alin. ((2) of art. 6 6 has been amended by section 1 1 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 7 The constitutive act of the company in collective name, in simple or limited liability will include: a) the identification data of the associates; at the company in the simple order will be shown the associations ordered; ... ---------- Lit. a) of art. 7 7 has been amended by section 4.2 2 2 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. b) form, name and registered office; ... ---------- Lit. b) of art. 7 7 has been amended by section 4.2 2 2 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. c) the object of activity of the company, with the specification of the main domain and activity; ... d) the share capital, with the mention of the contribution of each associate, in cash or in kind, the value of the contribution in kind and the way of Limited liability companies shall specify the number and nominal value of the shares and the number of shares assigned to each associate for his or her contribution; ... ---------- Lit. d) of art. 7 7 has been amended by section 4.2 2 2 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. e) associations representing and administering the non-associated company or administrators, their identification data, the powers conferred on them and whether they are to exercise them together or separately; ... ---------- Lit. e) of art. 7 7 has been amended by section 4.2 2 2 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. e ^ 1) in the case of limited liability companies, if they are appointed censors or financial auditor, the identification data of the first censors, respectively of the first financial auditor; ---------- Lit. e ^ 1) of art. 7 7 has been amended by section 4.2 2 2 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. f) the part of each associate to benefits and losses; ... g) secondary offices-branches, agencies, representatives or other such units without legal personality-, when establishing a date with the company, or the conditions for their further establishment, if such establishment is envisaged; ... h) duration of the company ... i) how to dissolve and liquidate the company. ... + Article 8 The articles of association of the joint-stock company or joint stock shall include: a) the identification data of the founders; the company in the joint order will be mentioned and the associations ordered; ... ---------- Lit. a) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. b) form, name and registered office; ... ---------- Lit. b) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. c) the object of activity of the company, with the specification of the main domain and activity; ... d) the subscribed and paid share capital and, where the company has an authorized capital, its amount; ... ---------- Lit. d) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. e) the nature and value of the goods constituted as a contribution in kind, the number of shares granted for them and the name or, as the case may be, the name of the person who brought them in ... ---------- Lit. e) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. f) the number and nominal value of the shares, specifying whether they are nominative or bearer; ... ---------- Lit. f) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. f ^ 1) if there are several categories of shares, number, face value and rights conferred on each category of shares; ---------- Lit. f ^ 1) of art. 8 8 was introduced by section 4.2. 5 5 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. f ^ 2) any restriction on the transfer of shares; ---------- Lit. f ^ 2) of art. 8 8 was introduced by section 4.2. 5 5 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. g) the identification data of the first members of the board of directors, respectively of the first members of the supervisory board; ... ---------- Lit. g) art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. g ^ 1) the powers conferred on the administrators and, as the case may be, the directors and members of the directorate, and whether they are to exercise them together or separately; ---------- Lit. g ^ 1) of art. 8 8 has been amended by section 4.2 1 1 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 of 14 April 2009, which supplements art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007, with point 2 2 ^ 1. h) the identification data of the first censors or the first financial auditor; ... ---------- Lit. h) a art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. i) clauses regarding the management, administration, operation and control of the management of the company by the statutory bodies, the number of members of the board of directors or the way of establishing this number; ... ---------- Lit. i) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. 1) repealed; ---------- Lit. i ^ 1) of art. 8 8 has been repealed by section 6.6. 1 1 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 of 14 April 2009, which supplements art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007, with point 2 2 ^ 2. j) company duration; ... k) how to distribute benefits and support losses; ... l) secondary offices-branches, agencies, representatives or other such units without legal personality-, when establishing a date with the company, or the conditions for their further establishment, if such establishment is envisaged; ... m) any special advantage granted, at the time of establishment of the company or until the company is authorized to start its activity, to any person who participated in the constitution of the company or to transactions leading to the granting of the authorisation and the identity of the beneficiaries of such advantages; ... ---------- Lit. m) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. n) the number of the shares of the commanders in the joint stock company; ... ---------- Lit. n) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. o) the total or at least estimates of all expenses for the establishment; ... ---------- Lit. o) of art. 8 8 has been amended by section 4.2 4 4 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. p) the way of dissolution and liquidation of the company. ... + Article 8 ^ 1 The identification data provided for in art. 7 lit. a), e) and e ^ 1), respectively in art. 8 lit. a), g) and h), include: a) for individuals: name, surname, personal numerical code and, if applicable, its equivalent, according to applicable national law, place and date of birth, domicile and citizenship; ... b) for legal entities: name, seat, nationality, registration number in the trade register or unique registration code, according to the applicable national law. ... ---------- Article 8 ^ 1 has been introduced by item 1. 8 8 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 9 (1) The joint-stock company shall be constituted by full and simultaneous subscription of the share capital by the signatories of the articles of association or by public subscription. ... (2) In the case of a full and simultaneous subscription of the share capital by all signatories to the articles of association, the share capital paid up to the establishment shall not be less than 30% of the subscribed capital. The subscribed share capital difference will be paid out: ... a) for shares issued for a cash contribution, within 12 months from the date of registration of the company; ... b) for actions issued for an intake in kind, no later than 2 years after the date of registration. ... ---------- Article 9 has been amended by section 6.6. 9 9 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 9 ^ 1 The company in the collective name, the company in simple order and the limited liability company are obliged to pay in full at the date of establishment of the subscribed share capital. ---------- Article 9 ^ 1 has been introduced by item 1. 10 10 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 10 (1) The share capital of the company on shares or of the company in order on shares may not be less than 90,000 lei. The government will be able to modify, at most every 2 years, the minimum value of the share capital, taking into account the exchange rate, so that this amount represents the equivalent in lei of the amount of 25,000 euros. ... ((2) Unless the company is transformed into a company of another form, the share capital of the companies referred to in par. ((1) may not be reduced below the legal minimum unless its value is brought to a level at least equal to the legal minimum by adopting a capital increase decision at the same time as the capital reduction decision. In the event of a breach of these provisions, any person concerned may apply to the court to ask for the dissolution of The company will not be dissolved if, until the final stay of the court decision of dissolution, the share capital is brought to the value of the legal minimum provided by this law. ... ---------- Alin. ((2) of art. 10 10 has been amended by section 5 5 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (3) The number of shareholders in the stock company may not be less than 2. If the company has less than 2 shareholders for a period longer than 9 months, any interested person may request the court to dissolve the company. The company will not be dissolved if, until the final stay of the dissolution court, the minimum number of shareholders provided for by this law is reconstituted. ... ---------- Alin. ((3) of art. 10 10 has been amended by section 5 5 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. ---------- Article 10 has been amended by section 10. 11 11 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 11 (1) The social capital of a limited liability company may not be less than 200 lei and shall be divided into equal shares, which may not be less than 10 lei. ... ---------- Alin. ((1) of art. 11 11 has been amended by section 12 12 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (. The social parts may not be represented by negotiable securities. ... + Article 12 In the limited liability company, the number of associates cannot be more than 50. + Article 13 (1) If, in a limited liability company, the social parts are of a single person, it, as a sole associate, has the rights and obligations arising, according to the present law, to the general assembly of the associates. ... (2) If the sole associate is an administrator, they shall also return the obligations provided by law for this quality. ... (3) In the company which is established by a single associate, the value of the contribution in kind will be determined on the basis of expert expertise. ... + Article 14 (. A natural person or a legal person may be uniquely associated only in a single limited liability company. ... (2) A limited liability company may not have as its sole associate another limited liability company made up of one person. ... (3) In case of violation of the provisions of par. (1) and (2), the state, through the Ministry of Public Finance, as well as any interested person may ask for the judicial dissolution of a company thus constituted. ... (4) On the basis of the dissolution decision, the liquidation will be made under the conditions provided by this law for limited liability companies. ... + Article 15 Contracts between the limited liability company and the natural person or legal person, sole associate of the former, shall end in written form, under the sanction of absolute nullity. + Article 16 ((. Aports in cash shall be binding upon the formation of any form of a company. ... ((. Aports in kind must be economically evaluable. They are admitted to all forms of society and are paid out by transferring the appropriate rights and by effectively handing over to the company the goods in use. ... ---------- Alin. ((2) of art. 16 16 has been amended by section 13 13 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((3) The ports in claims have the legal regime of contributions in kind, not being admitted to the companies on shares that are constituted by public subscription, nor to companies in order on shares and limited liability companies. Contributions in receivables are released, according to art. 84. ... ---------- Alin. ((3) of art. 16 16 has been amended by section 13 13 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (4) Processing or services may not be a contribution to the formation or increase of the share capital. ... ---------- Alin. ((4) of art. 16 16 has been amended by section 13 13 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (5) Associations in the company in collective names and commandos associations may oblige themselves to benefits in work as a social contribution, but which may not constitute an contribution to the formation or increase of the share capital. In exchange for this contribution, associations have the right to participate, according to the articles of association, to the division of benefits and social assets, while remaining obliged to participate in losses. ... + Article 17 (1) Upon authentication of the articles of association in the cases referred to in art. 5 or, as the case may be, the giving of the date of the request will be presented the proof issued by the trade register office on the availability and reservation of the company and the affidavit on the holding of the single associate quality in a the only limited liability company. ... (2) The public notary will refuse the authentication of the articles of association or, as the case may be, the person who gives the definite date will refuse the requested operations, if from the presented documentation it follows that the conditions provided in par. ((1). ... (3) At the registration of the company and the change of the registered office will be presented at the office of the trade register office: ... ---------- The introductory part of para. ((3) of art. 17 17 has been amended by section 4.2 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". a) the document certifying the right of use on the space with registered office destination registered with the fiscal body of the National Agency for Fiscal Administration in whose constituency the building with the destination of registered office is situated; ... b) a certificate issued by the fiscal body referred to in lett. a), which certifies that for the building with the destination of registered office there was no other document certifying the disposal of the right of use on the same building, as onerous or free of charge, or the existence of other contracts by which it was ceded the right of use on the same building, as applicable ... c) if from the certificate issued according to lit. b) it follows that other documents certifying the disposal of the right of use on the same building with the destination of registered office, a declaration on their own responsibility in authentic form regarding the observance of the conditions regarding the registered office, provided in par. ((4). ... (4) At the same premises will be able to operate several companies only if the building, through its structure and its useful surface, allows the operation of several companies in different rooms or in distinct spaces shared. The number of companies operating in a building cannot exceed the number of rooms or distinct spaces obtained by sharing. ... ---------- Alin. ((4) of art. 17 17 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (5) The information on the status of a single associate and the fulfilment of the conditions of the registered office shall be recorded in the commercial register ... ---------- Article 17 has been amended by section 6.6. 1 1 of art. XIII of EMERGENCY ORDINANCE no. 54 54 of 23 June 2010 , published in MONITORUL OFFICIAL no. 421 421 of 23 June 2010. + Chapter II Specific formalities for the formation of the public limited company by public subscription + Article 18 (1) When the company on shares is constituted by public subscription, the founders will draw up a prospectus of issue, which will include the data provided in art. 8, with the exception of those concerning administrators and directors, respectively the members of the directorate and the supervisory board, as well as the censors or, as the case may be, the financial auditor, and in which the closing date of the subscription will be determined. ... ---------- Alin. ((1) of art. 18 18 has been amended by section 15 15 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) The issue of the issue signed by the founders in authentic form will have to be submitted, before publication, to the office of the trade register in the county where the company's headquarters will be established. ... (3) The judge delegated to the trade register office, ascertaining the fulfilment of the conditions of par. ((1) and (2), shall authorise the publication of the prospectus. ... (. Prospectus of issue which do not contain all the particulars shall be null and void. The underwriter will not be able to invoke this nullity, if he took part in the constitutive assembly or if he exercised the rights and duties of ... + Article 19 (1) Shares of shares shall be made on one or more copies of the prospectus for the issue of the founders concerned by the delegated judge. ... (2) The subscription shall include: the name and surname or name, domicile or seat of the subscriber; the number, in letters, of the shares subscribed; the date of subscription and the express statement that the underwriter knows and accepts the prospectus of the issue. ... (3) Attend the benefits of the company, reserved by the founders for their benefit, although accepted by the underwriters, have no effect unless approved by the constitutive assembly. ... + Article 20 At the latest within 15 days from the date of closing of the subscription, the founders will convene the constitutive assembly, through a notice published in the Official Gazette of Romania, Part IV, and in two newspapers with wide spread, 15 days before the date fixed for the assembly. The notice will include the place and date of the meeting, which cannot exceed two months from the date of closing the subscription, and specify the problems that will be the subject of the discussions. + Article 21 (1) The company may be constituted only if the entire share capital has been subscribed and each acquirer has paid in cash half of the value of the shares subscribed to the House of Savings and Consemnations-C.E.C. -S.A. or at a bank or at one of their units. The remainder of the subscribed share capital will have to be shed within 12 months of registration. ... ((2) Actions for in-kind contributions will have to be fully covered. ... + Article 22 If public subscriptions exceed the share capital provided in the issue prospectus or are lower than this, the founders are required to submit to the approval of the constitutive assembly the increase or, as the case may be, the reduction of the Subscription. + Article 23 (1) The founders are obliged to draw up a list of those who, accepting the subscription, have the right to participate in the constitutive assembly, with the mention of the number of shares of each. ... (2) This list shall be displayed at the place where the assembly will be held, at least 5 days before the assembly. ... + Article 24 (. The Assembly shall elect a President and two or more Secretaries. The participation of the acceptants will be found by attendance lists, signed by each of them and targeted by the president and one of the secretaries. ... (2) Any acquirer has the right to comment on the list displayed by the founders, before entering the agenda of the assembly, which will decide on the observations. ... + Article 25 (1) In the constitutive assembly, each acquirer shall be entitled to a vote, regardless of the shares subscribed. He can also be represented by special power of attorney. ... (2) No one may represent more than 5 acceptants. ... ((3) Acceptants who have constituted contributions in kind do not have the right to vote in the deliberations relating to their contributions, even if they are also underwriters of cash shares or present themselves as trustees of other acceptances. ... (4) The constitutive assembly is legal if half plus one of the number of acquiescers are present and makes decisions with the simple majority vote of those present. ... + Article 26 (1) If there are contributions in kind, advantages granted to any person who participated in the formation of the company or to transactions leading to the granting of the authorization, operations concluded by the founders on the company it is to take them upon themselves, the founders will ask the judge-delegate to appoint one or more experts. Art. 38 38 and 39 shall apply accordingly. ... (2) The report of the expert or experts shall be made available to the underwriters, at the place where the constitutive assembly is to meet. ... ---------- Article 26 has been amended by section 6.6. 16 16 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 27 ((1) Abrogat. ... ---------- Alin. ((1) of art. 27 27 has been repealed by section 6.6. 17 17 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) If the value of the contributions in kind, established by the experts, is less than one fifth of the same as the founders in the prospectus of issue, any acquirer may withdraw, announcing the founders, until the date fixed for the assembly. constitutive. ... (3) The shares returning to the accepted acquiescers may be taken over by the founders within 30 days or, subsequently, by other persons, by way of public subscription. ... + Article 28 The constitutive assembly has the following obligations a) verify the existence of the ... b) examine and validate the expert report for the assessment of the in-kind contributions; ... c) approve the profit participations of the founders and the operations concluded in the company's account; ... d) discuss and approve the constituent act of the company, the present members representing, for this purpose, the absentee ones, and designates those who will present themselves for the authentication of the act and the fulfilment of the formalities required for the constitution the company; ... e) appoint the first members of the board, respectively of the supervisory board, and the first censors or, as the case may be, the first financial auditor. ... ---------- Article 28 has been amended by section 6.6. 18 18 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 29 (1) Wages performed according to art. 21, for the constitution of the company by public subscription, will be handed over to the persons responsible for their collection by the articles of association, and in the absence of a provision, to the persons designated by decision of the board of directors, respectively the directorate, after the presentation of the certificate at the trade register office, resulting from the registration of the company. ... ---------- Alin. ((1) of art. 29 29 has been amended by section 19 19 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) If the formation of the company did not take place, the return of the payments will be made directly to the acceptants. ... + Article 30 (1) The founders take on them the consequences of the acts and expenses necessary for the formation of the company, and if, for any reason, it will not be constituted, they cannot go against the acceptants. ... (2) The founders are obliged to hand over to the board of directors, respectively the directorate, the documents and correspondence relating to the formation of the company, within 5 days. ... ---------- Alin. ((2) of art. 30 30 has been amended by section 20 20 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 31 (1) The founders and the first members of the board, respectively of the directorate and of the supervisory board, are jointly and severally liable, from the moment of formation of the company, to the company and to third parties for: ... -the full subscription of the share capital and the payment of the payments established by the law or the articles of association; -the existence of in-kind contributions; -the veracity of the publications made in order to constitute the company. ---------- Alin. ((1) of art. 31 31 has been amended by section 21 21 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((2) The founders shall also be responsible for the validity of the operations concluded in the company's account prior to the formation and taken by it upon itself. ... (3) The General Assembly shall not be able to discharge the founders and the first members of the Management Board, respectively of the directorate and of the supervisory board, for their responsibility under this Article and of art. 49 49 and 53, for 5 years. ... ---------- Alin. ((3) of art. 31 31 has been amended by section 21 21 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 32 (1) The constitutive assembly will decide on the share of the net profit of the founders of a company constituted by public subscription. ... (2) The share referred to in par. ((1) may not exceed 6% of the net profit and cannot be granted for a period of more than 5 years from the date of establishment of the company. ... (3) In case of increase of the share capital, the rights of the founders may be exercised only on the profit corresponding to the initial share capital. ... (4) The provisions of this article can only benefit individuals who have been recognized as founder by the articles of association. ... + Article 33 In case of early dissolution of the company, the founders have the right to claim damages from the company, if the dissolution was made in the fraud of their rights. + Article 34 The right to action in damages is prescribed by the passage of 6 months from the date of publication in the Official Gazette of Romania, Part IV, of the decision of the general meeting of shareholders who decided to dissolve the anticipated. + Article 35 Repealed. ---------- Article 35 has been repealed by point (a) 22 22 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Chapter III Company registration + Article 36 (1) Within 15 days from the date of conclusion of the articles of association, the founders, the first administrators or, if applicable, the first members of the directorate and of the supervisory board or a power of attorney the company in the commercial register in whose territorial area the company will be based. They shall be jointly liable for any damage which they cause by failure to fulfil that obligation. ... ---------- Alin. ((1) of art. 36 36 has been amended by section 23 23 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) The application shall be accompanied by: ... a) the constitutive act of the company ... b) proof of payment under the conditions of the articles of association; ... c) proof of declared headquarters and availability of the company; ... d) in the case of contributions in kind subscribed and paid to the establishment, the documents on the property, and if among them are immovable, the finding certificate of the tasks to which they are encumbered; ... ---------- Lit. d) a par. ((2) of art. 36 36 has been amended by section 4.2 24 24 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. e) the finding documents of the operations concluded on behalf of the company and approved by the associates ... f) the affidavit of the founders, of the first administrators and, as the case may be, of the first directors, respectively of the first members of the directorate and of the supervisory board and, if applicable, of the first censors, that they meet the conditions laid down by this Law ... ---------- Lit. f) a par. ((2) of art. 36 36 has been amended by section 4.2 3 3 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. g) other acts or opinions provided by special laws for the purpose of establishment. ... ---------- Lit. g) a par. ((2) of art. 36 36 was introduced by section 4.2. 25 25 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((3) Abrogat. ... ---------- Alin. ((3) of art. 36 36 has been repealed by section 6.6. 26 26 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 37 (1) The control of the legality of acts or acts which, according to the law, shall be recorded in the commercial register shall be exercised by the judiciary ... (2) At the beginning of each court year, the President of the Tribunal shall delegate to the Trade Register Office one or more Judges of the Tribunal. ... (3) The delegated judge may order, by reasoned conclusion, to carry out an expertise, on behalf of the parties, as well as the administration of other evidence ... ---------- Alin. ((3) of art. 37 37 has been amended by section 4 4 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 38 (1) In stock companies, if there are contributions in kind, advantages reserved to any person who participated in the formation of the company or to transactions leading to the granting of authorization, operations concluded by the founders to the company what is constituted and which it is to take upon itself, the delegated judge shall appoint, within 5 days from the registration of the application, one or more experts from the list of authorized experts. They shall draw up a report including the description and assessment of each good reported and shall highlight whether its value corresponds to the number and value of the shares granted in return, and other items indicated by the judge-delegate. ... (2) The founders shall submit the report within 15 days from the date of its approval to the Trade Register Office. The Trade Register will send a notification on this submission to the Autonomous Regia "Official Gazette", to be published at the expense of the company. ... (3) In the case of companies established by merger or division, it is not necessary to prepare the report provided in par. ((1) and its submission to the trade register office under the provisions of par. ((2), if the draft merger or division was submitted to the examination of an independent expert according to the provisions of art. 243 ^ 3 para. ((1)-(4). ... ---------- Alin. ((3) of art. 38 38 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". ---------- Article 38 has been amended by section 6.6. 27 27 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 39 They cannot be called experts: a) the relatives or the affins up to the fourth degree, including the spouses of those who constituted contributions in kind or of the founders; ... b) persons who receive, in any form, for the functions they perform, other than that of expert, a salary or remuneration from the founders or those who constituted contributions in kind; ... c) any person to whom, as a result of his business, work or family relations, he lacks independence to carry out an objective assessment of in-kind contributions, according to the special rules governing the profession. ... ---------- Article 39 has been amended by section 6.6. 28 28 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 40 (1) If the legal requirements are met, the judge delegated, by conclusion, delivered within 5 days from the fulfilment of these requirements, will authorize the constitution of the company and will order its registration in the commercial register, in the conditions laid down by the law on the ... (2) The registration will render, as the case may be, the particulars of the articles of association provided for in art. 7 7 and 8. ... + Article 41 (1) The company is a legal person from the date of registration in the commercial register. ... ---------- Alin. ((1) of art. 41 41 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". ((2) The registration shall be made within 24 hours from the date of delivery of the conclusion of the delegated judge authorising the registration of the company. ... ---------- Alin. ((2) of art. 41 41 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". + Article 42 The subsidiaries are companies with legal personality and are established in one of the forms of society listed in art. 2 2 and under the conditions laid down for that form. They will have the legal regime of the form of society in which they constituted themselves. ------------- Article 42 has been amended by section 4.2. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 43 ((1) The branches are dismembered without legal personality of the companies and shall be registered, before the start of their activity, in the commercial register of the county in which they will operate. ... ---------- Alin. ((1) of art. 43 43 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (2) If the branch is opened in a locality in the same county or in the same locality as the company, it will register in the same register of trade, but distinctly, as a separate registration. ... (3) The other secondary offices-agencies, working points or other such premises-are dismantled without legal personality of the companies and shall be mentioned only in the company's registration in the commercial register of the main office. ... ---------- Alin. ((3) of art. 43 43 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (4) No secondary offices may be established as a subsidiary. ... ---------- Article 43 has been amended by section 43. 29 29 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 44 Foreign companies can establish in Romania, in compliance with the Romanian law, subsidiaries, as well as branches, agencies, representatives or other secondary offices, if this right is recognized by the law of their organic status. ---------- Article 44 has been amended by section 44. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Article 44 ^ 1 ((1) The acquisition by the company, within a period of no more than 2 years after the establishment or authorization of the start of the company's activity, of a good from a founder or shareholder, against an amount or other consideration representing at least one tenth of the value of the subscribed share capital, will be subject to the prior approval of the general meeting of shareholders, as well as the provisions of 38 and 39, will be mentioned in the trade register and will be published in the Official Gazette of Romania, Part IV, and in a newspaper with wide spread. ... (2) The acquisition operations carried out within the current activity of the company shall not be subject to these provisions, those made available to an administrative authority or a court or those made in the framework of the operations Scholarship. ... ---------- Article 44 ^ 1 has been introduced by item 30 30 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 45 (1) Representatives of the company are obliged to submit to the trade register office their signatures, at the date of filing of the application for registration, if they were appointed by the articles of association, and those elected during the operation of the company, within 15 15 days of your choice. ... (. The provisions of the preceding paragraph shall also apply accordingly to the heads of branches. ... + Chapter IV Effects of violation of the legal requirements of the company + Article 46 (1) When the constituent act does not contain the particulars provided by the law or includes clauses by which an imperative provision of the law is violated or when a legal requirement has not been fulfilled for the constitution of the company, the delegated judge, ex officio or at the application of any person making an application for intervention shall, by conclusion, reject the application for registration, unless the associations remove such irregularities. The delegated judge will take note of the regularisations carried out. ... (2) If requests for intervention have been made, the judge will cite the interveners and will rule on their requests under the conditions of art. 49 and the following of the Code of Civil Procedure, not applicable to the provisions of 335 of the Code of Civil Procedure. ... + Article 47 (1) If the founders or representatives of the company did not ask for its registration within the legal term, any associate may ask the trade register office to carry out the registration, after, by notification or registered letter, it has put it in late, and they did not comply no more than 8 days after receipt. ... (2) If, however, the registration was not carried out within the deadlines provided by the previous paragraph, the associations are released from the obligations arising from their subscriptions, after the passage of 3 months from the date of authentication of the articles of association, apart from the case in which it provides otherwise. ... (3) If an associate has requested the completion of the registration formalities, it will no longer be possible to claim any of them the release from the obligations arising from the subscription. ... + Article 48 (1) In the case of irregularities found after registration, the company is obliged to take measures to remove them, no later than 8 days from the date of finding those irregularities. ... (2) If the company does not comply, any interested person may ask the court to compel the organs of the company to regularize them, under penalty of payment of damages according to the common law. ... ---------- Alin. ((2) of art. 48 48 has been amended by section 6 6 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (3) The right to the settlement action is prescribed by the passage of a one-year term from the date of registration of the company. ... + Article 49 The founders, representatives of the company, as well as the first members of the management, administration and control bodies of the company respond unlimited and severally to the damage caused by the irregularities to which art. 46-48. + Article 50 (1) Acts or facts, for which the advertising provided for by the law has not been carried out, cannot be opposed to third parties, unless the company proves that they knew them. ... (2) The operations carried out by the company before the 16th day from the date of publication in the Official Gazette of Romania, Part IV, of the conclusion of the delegated judge are not opposable to third parties, which prove that they were unable to take knowledge of them. ... + Article 51 Third parties, however, may invoke the acts or facts as to which the advertising has not been fulfilled, unless the omission of advertising lacks effects. + Article 52 (1) In case of inconsistency between the text submitted to the trade register office and the one published in the Official Gazette of Romania, Part IV, or in the press, the company cannot oppose to third parties the published text. Third parties may oppose the published text, unless the company proves that they knew the text submitted to the trade register office. ... (2) If the inconsistency provided in par. (1) intervenes for reasons not attributable to the company, the office of the trade register or, as the case may be, the Autonomous Regia "Monitorul Oficial", at the request of the company, will correct the mention in the register, namely the republic of the text, at its expense. ... ---------- Alin. ((2) of art. 52 52 has been introduced by section 5 5 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Article 52 has been amended by section 4.2. 31 31 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 53 (1) Founders, representatives and other persons, who have worked on behalf of a company in the process of constituting, are jointly and severally liable to third parties for the legal acts entered into with them on the account of the company, unless the company, having acquired legal personality, took them over to them. The acts thus taken over are considered to have been of the company since the date of their conclusion. ... (2) If the company, due to its object of activity, cannot start its activity without being authorized in this regard, the provisions of par. ((1) are not applicable to undertakings resulting from contracts concluded by the company, subject to the receipt of such authorization. In this situation, liability lies with society. ... ---------- Alin. ((2) of art. 53 53 has been introduced by section 32 32 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 54 (1) After carrying out advertising formalities in relation to persons who, as organs of the company, are authorized to represent it, the company may not object to third parties any irregularities in their appointment, unless the company proves that those third parties were aware of this irregularity. ... (2) The company may not invoke to third parties the appointments in the functions provided in par. ((1) or the termination of these functions, if they have not been published in accordance with the law. ... ---------- Article 54 has been amended by section 4. 33 33 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 55 (1) In relation to third parties, the company is engaged by the acts of its organs, even if these acts exceed the object of activity of the company, unless it proves that the third parties knew or, in the circumstances, had to know its overreach or when the acts thus concluded exceed the limits of the powers provided by law for those The publication of the articles of association cannot be the proof of knowledge alone. ... ---------- Alin. ((1) of art. 55 55 has been amended by section 34 34 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) The clauses of the articles of association or the decisions of the statutory bodies of the companies provided for in the preceding paragraph, which limit the powers conferred by the law to these bodies, are inopposable to third parties, even if they have ... + Article 56 The nullity of a company registered in the commercial register can only be declared by the court when: a) is missing the articles of association or has not been concluded in authentic form, in the situations provided in art. 5 5 para. ((6); ... b) all the founders were, according to the law, incapable, at the time of the formation of the ... c) the object of activity of the company is illicit or contrary to public order; ... d) is missing the conclusion of the judge's registration delegate; ... e) lack of administrative legal authorization for the establishment of a company; ... f) the articles of association do not provide the name of the company, its object of activity, the contributions of the associates or the subscribed share capital ... ---------- Lit. f) of art. 56 56 has been amended by section 4.2 35 35 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. g) the legal provisions on minimum, subscribed and paid-up share capital have been violated; ... h) the minimum number of associates, provided by law, was not respected. ... + Article 57 The nullity cannot be declared if its case, invoked in the request for annulment, was removed before any conclusions were made at the court. + Article 58 (1) On the date on which the court decision of finding or declaring a nullity has become final, the company shall cease without retroactive effect and shall enter into liquidation. The legal provisions on the liquidation of companies as a result of the dissolution shall apply accordingly. ... ---------- Alin. ((1) of art. 58 58 has been amended by section 7 7 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (2) By the court decision declaring a nullity shall be called the liquidators of the company. ... (3) The Tribunal will communicate the court decision to the trade register office, which, after mentioning, will send it to the Official Monitor of Romania for publication in Part IV, in extract. ... (4) Associations shall be responsible for social obligations until their coverage in accordance with the provisions of art. 3. ... + Article 59 (. The declaration of invalidity of the company shall be without prejudice to acts concluded on its behalf ... (2) Neither the company nor the associations may object to third parties of good faith the nullity of the company ... + Chapter V Some procedural provisions + Article 60 (1) The conclusion of the delegated judge regarding registration or any other records in the commercial register shall be enforceable and shall be subject only to the call. ... (2) The appeal period is 15 days and flows from the date of delivery of the conclusion for the parties and from the date of publication of the conclusion or the amending act of the articles of association in the Official Gazette of Romania, Part IV, for any other persons Interested. ... ((. The appeal shall be filed and shall be entered in the trade register where the registration was made. Within 3 days from the date of submission, the trade register office shall submit the appeal to the court of appeal in whose territorial area the company's headquarters are located, and in the case of branches established in another county, the court of appeal in whose territorial area the branch office is located. ... (4) The provisions of the Code of Civil Procedure regarding the procedure written prior to the trial of the appeal shall apply accordingly. ... (5) In the case of admission of the appeal, the decision of the appellate court will be mentioned in the commercial register, being applicable 48, 49 and 56-59. ... ---------- Article 60 has been amended by section 6.6. 8 8 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 61 (1) The social creditors and any other persons prejudiced by the decisions of the associates regarding the amendment of the articles of association may make an application for opposition to ask the court to compel, as the case may be, the company or associations to repair the damage caused, 57 57 being applicable. ... (2) For the purposes of this law, the decision of the associates is also understood the decision of the statutory bodies of the company, and the associated term includes the shareholders, unless the context results otherwise. ... + Article 62 (1) The opposition shall be made within 30 days from the date of publication of the decision of the associates or the amending addendum in the Official Gazette of Romania, Part IV, if this law does not provide for another term. It shall be submitted to the trade register office which, within 3 days from the date of submission, shall mention it in the register and shall submit it to the competent court. ... (2) Provisions art. 133 133 relating to suspension shall apply accordingly. The opposition is judged in the council chamber, with the citation of the parties, the provisions of art 114 114 para. 5 of the Code of Civil Procedure. ... (3) The ruling on the opposition is subject only to appeal. ... ---------- Alin. ((3) of art. 62 62 has been amended by section 9 9 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 63 The applications and remedies provided for by this law, by the jurisdiction of the courts, shall be settled by the tribunal in whose constituency the main office is based. ---------- Article 63 has been amended by section 6.6. 3 3 of art. 10, Section 3, Cap. II of LAW no. 71 71 of 3 June 2011 , published in MONITORUL OFFICIAL no. 409 409 of 10 June 2011. + Article 64 The citation of the parties before the delegated judge and the communication of his acts shall be made, by the office of the trade register, by post, by registered letter, attaching the container to the file, or by agents of the trade register office, or in Conditions of the Civil Procedure Code + Title III Operation of companies Company functioning ---------- The name of Title III has been amended by point 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Chapter I Common provisions + Article 65 (1) In the absence of contrary stipulation, the goods constituted as a contribution to the company become its property from the time of its registration in the commercial register. ... (2) The associate who is late to submit the social contribution is liable for the damage caused, and if the contribution was stipulated in cash he is also obliged to pay the legal interest from the day he had to make the payment. ... + Article 66 (1) For the duration of the company, the creditors of the associate may exercise their rights only on the part of the benefits due to the associate after the balance sheet, and after the dissolution of the company, on the part that would be due to liquidation. ... (2) Creditors referred to in par. (1) may, however, be possible, during the duration of the company, the parties that would be due to the associates by liquidation or may seize and sell the shares or the shares of their debtor. ... ---------- Alin. ((2) of art. 66 66 has been amended by section 1 1 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. (3) The legal mortgage constituted on shares or shares may be executed according to the law. Administrators/Members of the directorate shall be obliged to make available to the mortgage creditor or the executing body, at their request, the financial statements and any other documents or information necessary to evaluate the actions or parties social, as well as facilitate their takeover. ... ---------- Alin. ((3) of art. 66 66 has been introduced by section 2 2 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. + Article 66 ^ 1 Advertising, through the register of trade, attachment and seizure provided in art. 66 66 para. (2) is carried out at the request of the executing body, not subject to the art. 71 of Government Emergency Ordinance no. 116/2009 for the establishment of measures concerning the activity of registration in the commercial register, approved with amendments and additions by Law no. 84/2010 ,, as amended. ---------- Art. 66 ^ 1 was introduced by item 3 3 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. + Article 67 ((1) The share of the profit to be paid to each associate constitutes a dividend. ... ((2) The dividends shall be distributed to the associates in proportion to the share of the paid share capital, unless otherwise provided by the articles of association. They shall be paid within the time limit set by the general meeting of the associates or, as the case may be, established by the special laws, but not later than 6 months after the date of approval of the annual financial statement for the financial Otherwise, the company owes, after this term, the penalty interest calculated according to art. 3 of Government Ordinance no. 13/2011 on remuneration and penalties for monetary obligations, as well as for the regulation of financial and fiscal measures in the banking field, approved by Law no. 43/2012 , if by the articles of association or by the decision of the general meeting of the shareholders who approved the financial situation for the financial year ended, a higher interest rate was not established. ... ---------- Alin. ((2) of art. 67 67 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". (3) No dividends will be distributed except from profits determined according to the law. ... (4) The dividends paid contrary to the provisions of par. ((2) and (3) are returned, if the company proves that the associations knew the irregularity of the distribution or, in the existing circumstances, they had to know it. ... (5) The right to the action to refund dividends, paid contrary to the provisions of par. ((2) and (3), shall be prescribed within 3 years from the date of their distribution. ... ---------- Alin. ((5) of art. 67 67 has been amended by section 36 36 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((6) The dividends which are due after the date of transmission of the shares belong to the transferee, unless the parties have agreed otherwise. ... + Article 68 The contribution of associates to the share capital is not interest-bearing. + Article 69 If a loss of net asset is found, the subscribed share capital will have to be recompleted or reduced before any distribution or distribution of profit could be made. ---------- Article 69 has been amended by section 6.6. 1 1 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 70 (1) The administrators may make all the operations required for the fulfilment of the object of activity of the company, except the restrictions shown in the articles of association. ... (2) They are obliged to take part in all meetings of the company, the boards of directors and the governing bodies similar to them. ... + Article 70 ^ 1 The provisions on the assets of a company may be concluded on the basis of the powers conferred on the legal representatives of the company, as the case may be, by law, the articles of association or the decisions of the statutory bodies of the company with the provisions of this law and of the constitutive act of the company, no special power of attorney and authentic form is necessary for this purpose, even if the documents of disposition must be concluded in authentic form. ---------- Article 70 ^ 1 has been amended by section 1. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". + Article 71 (1) Administrators who have the right to represent the company cannot transmit it unless this faculty has been expressly granted it. ... (2) In case of violation of the provisions ((1), the company may claim from the substituted the benefits resulting from the operation. ... (3) The administrator who, without right, substitutes another person shall be jointly and severally liable for any damage caused to the company. ... + Article 72 The obligations and liability of the administrators are governed by the provisions relating to the mandate and the special provisions laid down in this law + Article 73 (1) The administrators shall be jointly and severally liable to the company for: ... a) the reality of the payments made by the associates; ... b) the actual existence of dividends paid; ... c) the existence of registers required by law and their correct young; ... d) the exact fulfilment of decisions of general meetings; ... e) strict fulfilment of the duties that the law, the articles of association impose. ... ((2) The action in liability against the administrators also belongs to the creditors of the company, who will be able to exercise it only in case of opening the regulated Law no. 64/1995 on the procedure of judicial reorganization and bankruptcy, republished. ... + Article 73 ^ 1 People who, according to art. 6 6 para. (2), there can be no founders there can be no administrators, directors, members of the supervisory board and the directorate, censors or financial auditors, and if they have been elected, they are deprived of their rights. ---------- Article 73 ^ 1 has been amended by section 1. 6 6 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 74 (1) In any invoice, offer, order, tariff, prospectus and other documents used in trade, emanating from a company, the name, legal form, registered office, number in the trade register and the unique registration code must be mentioned. The tax receipts issued by electronic cash registers are exempted, which will include the elements provided by the legislation in the field. ... (2) If the stock company opts for a dualistic administration system, in accordance with the provisions of art. 153, the documents provided in par. (1) shall also contain the words "a company administered in a dualistic system". ... (3) In the documents provided in par. (1), if they come from a limited liability company, the share capital will also be mentioned, and if they come from a company on shares or in order on shares, both the subscribed and the paid share capital will be mentioned. ... (4) If the documents provided in par. (1) are issued by a branch, they must also mention the office of the trade register to which the branch was registered and its registration number. ... (5) If the company has an own website, the information provided in par. ((1) and (3) will also be published on the company's website. ... ---------- Article 74 has been amended by section 4. 38 38 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Chapter II Companies in collective names + Article 75 The right to represent the company belongs to each administrator, except to the contrary stipulation in the articles of association. + Article 76 (1) If the constituent act has the administrators to work together, the decision must be taken unanimously; in case of divergence between the administrators, the associations representing the absolute majority of the share capital will decide. ... (2) For urgent acts, the failure of which would cause a great damage to society, may decide a single administrator in the absence of others, who find themselves in impossibility, even momentarily, to take part in the administration. ... + Article 77 (1) Associations representing the absolute majority of the share capital may choose one or more administrators among them, fixing their powers, the duration of the commission and their eventual remuneration, unless the articles of association are not available Otherwise. ... (2) With the same majority the associations may decide on the revocation of the administrators or on the limitation of their powers, unless the administrators were appointed by the articles of association. ... + Article 78 (1) If an administrator takes the initiative of an operation exceeding the limits of the normal operations of the trade that the company exercises, it must notify the other administrators, before concluding it, under penalty of support the losses that would result from it. ... (2) In case of opposition of any of them, they shall decide the associations representing the absolute majority of the share capital. ... (3) The operation concluded against the opposition made shall be valid from the third parties to whom this opposition will not be communicated. ... + Article 79 (1) The associate who, in a determined operation, has, on his own account or on the account of another, interests contrary to those of the company, cannot take part in any deliberation or decision on this operation. ... (2) The associate who contravenes the provisions of par. (1) is liable for damages caused to the company, if, without its vote, the required majority had not been obtained. ... + Article 80 The associate who, without the written consent of the other associates, uses the capital, the goods or the credit of the company for his benefit or that of another person is obliged to return to the company the benefits that have resulted and to pay compensation for damage caused. + Article 81 (1) No associate may take from the funds of the company more than he has been fixed for the expenses made or for those that are to make them in the interest of the company. ... (2) The associate who contravenes this provision is liable for the amounts taken and damages. ... (3) It will be possible to stipulate, by the articles of association, that associations can take from the company's house certain amounts for their particular expenses. ... + Article 82 (1) Associations may not take part, as associates with unlimited liability, in other competing companies or having the same object of activity, nor to do operations in their account or of others, in the same kind of trade or in a similar one, without consent of other associates ... (2) Consent shall be deemed given if the participation or operations being prior to the articles of association were known to the other associates and they did not prohibit their continuation. ... (3) In case of violation of the provisions of par. ((1) and (2), the company, apart from the right to exclude the associate, may decide that it has worked in its account or to seek compensation. ... (4) This right shall be extinguished after the passage of 3 months of the day when the company was aware, without having made any determination. ... + Article 83 When the contribution to the share capital belongs to several persons, they are jointly bound by the company and must designate a common representative for the exercise of the rights arising from this contribution. + Article 84 (1) The associate who filed as an intake one or more claims is not released while the company did not obtain the payment of the amount for which they were brought. ... (2) If the payment could not be obtained by following the failed debtor, the associate, apart from damages, shall be responsible for the amount due, with legal interest from the settlement day of the receivables. ... + Article 85 (1) Associations shall be obliged unlimited and severed for the operations carried out on behalf of the company by the persons representing it. ... (2) The court decision obtained against the company is opposable to each associate. ... + Article 86 (1) For the approval of the annual financial situation and for decisions on the introduction of action under the responsibility of the administrators, the vote of the associates representing the majority of ... (2) The advertising forums regarding the annual financial statements shall be made in accordance with the provisions of art. 185. ... ---------- Alin. ((2) of art. 86 86 has been amended by section 7 7 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 87 (1) The assignment of the social capital contribution is possible if it was allowed by the articles of association. ... (2) The divestment does not liberate the transferor associate from what it owes to the company from its capital contribution. ... (3) Compared to third parties, the transferor shall remain liable according to art. 225. ... (4) When the articles of association provide for cases of withdrawal of an associate, the provisions of art. 225 and 229. ... + Chapter III Companies in simple order + Article 88 The administration of the company in simple order will be entrusted to one or more associates. + Article 89 ((1) The commander may conclude operations in the company's account only on the basis of a special power of attorney for determined operations, given by the representatives of the company and registered in the commercial Otherwise, the commanderer becomes liable to unlimited and severed third parties, for all the bonds of the company contracted from the date of the operation concluded by him. ... (2) The commander may perform services in the internal administration of the company, may do supervisory acts, participate in the appointment and revocation of administrators, in the cases provided by law, or may grant, within the limits of the act constitutive, authorizing administrators for operations beyond their powers. ... (3) The Commander also has the right to request a copy of the annual financial statements and to control their accuracy by researching the commercial registers and the other supporting documents. ... + Article 90 Art. 75, 76 para. ((1), art. 77, 79, 83, 84, 86 and 87 will also apply to companies in simple order, and the provisions of art. 80, 81, 82 and 85, associate associates. + Chapter IV Joint stock companies + Section I About actions + Article 91 (1) In the stock company, the share capital is represented by shares issued by the company, which, according to the mode of transmission, may be nominative or bearer. ... (2) The way of actions will be determined by the articles of association; otherwise they will be nominative. The nominative shares may be issued in material form, on paper, or in dematerialized form, in which case they register in the register of shareholders. ... ((3) Abrogat. ... ---------- Alin. ((3) of art. 91 91 has been repealed by section 6.6. 40 40 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 92 ((1) The shares will not be able to be issued for an amount less than the face value. ... (2) Unpaid shares in full are always nominative. ... (3) The social capital will not be able to be increased and no new shares will be issued until the previous issue has been fully paid. ... (4) The nominal shares may be converted into bearer shares and vice versa, by the decision of the extraordinary general meeting of the shareholders, taken under the terms of art. 115. ... ((5) Cumulative securities may be issued for several shares, when they are issued in material form. ... + Article 93 (1) The nominal value of an action shall not be less than 0,1 lei. ... ---------- Alin. ((1) of art. 93 93 has been amended by section 41 41 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) The actions shall include: ... a) company name and duration; ... b) the date of the articles of association, the number of the trade register under which the company is registered, the unique registration code and the number of the Official Monitor of Romania, Part IV, in which the publication was made; ... c) the share capital, the number of shares and their number of orders, the nominal value of the shares and the paid ... d) advantages granted to founders. ... (3) For the nominative actions will be mentioned: the name, surname, personal numerical code and domicile of the individual shareholder; name, seat, registration number and unique registration code of the legal person, after Case. ... (4) The shares must bear the signature of 2 members of the board of directors, respectively of the directorate, or, as the case may be, the signature of the sole administrator, respectively the sole director ... ---------- Alin. ((4) of art. 93 93 has been amended by section 41 41 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 94 ((. Actions shall be of equal value; they shall grant holders equal rights. ... (2) However, it may be issued under the conditions of the constitutive act categories of shares that give holders different rights, according to the provisions of 95 95 and 96. ... + Article 95 (1) You may issue preferential shares with a priority dividend without the right to vote, which confers on the holder: ... a) the right to a priority dividend taken on the distributable benefit of the financial year, before any other levy; ... b) rights recognized to shareholders with ordinary shares, including the right to participate in the general meeting, except for the right to vote. ... ---------- Lit. b) a par. ((1) of art. 95 95 has been amended by section 4.2 42 42 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) The shares with a priority dividend, without the right to vote, shall not exceed one-fourth of the share capital and shall have the same nominal value as ordinary shares. ... (3) The administrators, directors, members of the directorate and supervisory board, as well as the censors of the company may not be holders of shares with a priority dividend without voting rights. ... ---------- Alin. ((3) of art. 95 95 has been amended by section 43 43 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (4) In case of late payment of dividends, the preferred shares will acquire the right to vote, starting from the maturity date of the obligation to pay dividends to be distributed during the following year or, if in the following year The General Court decides that no dividends will be distributed, starting from the date of publication of that decision of the general meeting, until the actual payment of the outstanding dividends. ... ---------- Alin. ((4) of art. 95 95 has been amended by section 43 43 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (5) Preferential shares and ordinary shares will be able to be converted from one category to the other by decision of the extraordinary general meeting of shareholders, taken under the terms of art. 115. ... ---------- Alin. ((5) of art. 95 95 has been introduced by section 44 44 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 96 The holders of each category of shares shall meet in special meetings, under the conditions established by the articles of association of the company. Any holder of such actions may participate in such meetings. + Article 97 If it has not issued and issued shares in material form, the company, ex officio or at the request of the shareholders, will issue them a shareholder certificate containing the data provided in art. 93 93 para. ((2) and (3) and, in addition, the number, category and nominal value of shares, ownership of the shareholder, the position to which it is entered in the register of shareholders and, as the case may be, the order number of shares. + Article 98 (1) The right of ownership of the nominative shares issued in material form shall be transmitted by declaration made in the register of shareholders and by the mention made on the title, signed by the transferor and by the assignee or by their trustees. The ownership of the nominative shares issued in dematerialized form shall be transmitted by declaration made in the register of shareholders, signed by the transferor and the transferee or by their trustees. Other forms of transmission of ownership of shares may also be provided for by the articles of association. ... (2) The ownership of shares issued in dematerialized form and traded on a regulated market or in an alternative trading system shall be transmitted according to the provisions of the capital market legislation. ... ---------- Alin. ((2) of art. 98 98 has been amended by section 45 45 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (3) The subsequent recipients and divestitures shall be jointly liable for the payment of the shares for 3 years, counted from the date when the mention was made of the transmission in the register of shareholders. ... + Article 99 The ownership of the bearer shares shall be transferred by their simple tradition. + Article 99 ^ 1 (1) The constitution of securities on shares is made by registered under private signature, in which the amount of the debt will be shown, the value and the category of shares with which it is guaranteed, and in the case of bearer and nominative shares issued in material form, and by mentioning the mortgage on the title, signed by the creditor and the shareholder debtor or their trustees. ... (2) The mortgage is registered in the register of shareholders held by the board of directors, respectively by the directorate, or, as the case may be, by the independent company that holds the shareholders The creditor in favour of which the mortgage was constituted on the shares shall be issued a proof of its registration. ... (3) The mortgage becomes opposable to third parties and acquires the rank in the preference order of creditors from the date of registration in the Electronic Archive of Real Securities Guarantees. ... ---------- Article 99 ^ 1 has been amended by section 4.2. 4 4 of art. 10, Section 3, Cap. II of LAW no. 71 71 of 3 June 2011 , published in MONITORUL OFFICIAL no. 409 409 of 10 June 2011. + Article 100 (1) When the shareholders have not made the payment of the payments they owe within the deadlines provided in art. 9 9 para. ((2) lit. a) and b) and art. 21 21 para. (1), the company invites them to fulfill this obligation, through a collective summons, published twice, at a period of 15 days, in the Official Gazette of Romania, Part IV, and in a newspaper of wide spread. ... ---------- Alin. ((1) of art. 100 100 has been amended by section 8 8 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) If even as a result of this notice the shareholders will not carry out the summons, the board of directors, respectively the directorate, will be able to decide either to follow the shareholders for the outstanding amounts or to annul these nominative actions. ... ---------- Alin. ((2) of art. 100 100 has been amended by section 47 47 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (3) The cancellation decision will be published in the Official Gazette of Romania, Part IV, with the specification of the number of orders of the cancelled actions. ... (4) In lieu of the cancelled shares new shares will be issued bearing the same number, which will be sold. ... (5) The amounts obtained from the sale will be used to cover the expenses of publication and sale, the interest of late and the unpaid payments; the rest will be returned to the shareholders. ... (6) If the price obtained is not indestulatory to cover all amounts due to the company or if the sale does not take place for lack of buyers, the company will be able to proceed against underwriters and divestitures, according to art. 98. ... (7) If, as a result of the fulfilment of these formalities, the amounts owed to the company have not been fulfilled, the social capital shall be reduced in proportion to the difference between it and the existing capital. ... + Article 101 (1) Any paid action entitles to a vote in the general assembly, unless otherwise provided by the articles of association. ... (2) The Articles of Association may limit the number of votes belonging to shareholders possessing more than one share. ... (3) The exercise of the right to vote shall be suspended for the shareholders who are not aware of the due date. ... + Article 102 ((1) The shares are indivisible. ... (2) When a nominative action becomes the property of several persons, the company is not obliged to enroll the transmission as long as those persons will not designate a single representative for the exercise of the rights resulting from the action. ... (3) Also, when a bearer action belongs to several persons, they must designate a common representative. ... (4) As long as an action is the individual or common property of several persons, they shall be jointly liable for the payment of the payments due. ... + Article 103 (1) The company cannot subscribe its own shares. ... (2) If the shares of a company are subscribed by a person acting in his own name, but in the account of the company in question, the underwriter shall be deemed to have subscribed the shares for himself, being obliged to pay their consideration. ... (3) The founders, in the formation phase of the company, and the members of the board of directors, respectively of the directorate, in case of an increase of the subscribed capital, are obliged to pay the value of the shares subscribed in violation of par. ((1) and, in the alternative, in relation to the underwriter, of the shares subscribed under the conditions of par. ((2). ... ---------- Article 103 has been amended by point 48 48 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 103 ^ 1 (. A company shall be permitted to acquire its own shares, either directly or through a person acting on its own behalf, but on account of the company concerned, in compliance with the following conditions: ... a) the authorization of the acquisition of own shares is granted by the extraordinary general meeting of the shareholders, which will determine the conditions of this acquisition, in particular the maximum number of shares to be acquired, the duration for which it is granted the authorization and which may not exceed 18 months from the date of publication of the decision in the Official Gazette of Romania, Part IV, and, in the case of an acquisition for consideration, their minimum and maximum value; ... b) the nominal value of the shares acquired by the company, including those already in its portfolio, may not exceed 10% of the subscribed share capital; ... c) the transaction may have as its object only fully-released shares; ... d) the payment of the shares thus acquired will be made only from the distributable profit or from the available reserves of the company, registered in the last approved annual financial situation, except for legal reserves ... (2) If the shares are acquired to be distributed to the employees of the company, the shares thus acquired must be distributed within 12 months from the date of acquisition. ... ---------- Art. 103 ^ 1 was introduced by item 49 49 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 104 (1) The restrictions provided in art. 103 103 ^ 1 shall not apply: ... a) actions acquired in accordance with art. 207 207 para. ((1) lit. c), following a decision of the general meeting to reduce the share capital; ... b) actions acquired as a result of a universal transfer; ... c) fully-released actions, acquired by the effect of a judicial decision, in a forced execution procedure against a shareholder, debtor of the company; ... d) fully-released shares, acquired free of charge. ... (2) The restrictions provided in art. 103 ^ 1, except for the one provided in art. 103 ^ 1 para. ((1) lit. d), shall not apply to shares acquired in accordance with art. 134. ... ---------- Article 104 has been amended by section 6.6. 50 50 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 104 ^ 1 (1) Actions acquired in violation of art. 103 ^ 1 and 104 must be disposed of within one year of the acquisition. ... (2) If the nominal value of own shares acquired by the company in accordance with the provisions of art. 104 104 para. ((1) lit. b)-d), either directly or through a person acting on his own behalf, but on the account of the company, including the nominal value of the own shares already existing in the company's portfolio, exceeds 10% of the subscribed share capital, the shares exceeding this percentage will be alienated within 3 years of the acquisition. ... (3) If the shares are not disposed of within the time limits provided in par. ((1) and (2), these actions must be annulled, the company being obliged to reduce its subscribed share capital accordingly. ... ---------- Art. 104 ^ 1 was introduced by item 1. 51 51 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 105 ((. Actions acquired in accordance with the provisions of art. 103 ^ 1 and 104 do not entitle dividends during their holding by the company. ... (2) The right to vote conferred by the actions provided in par. (1) will be suspended during their holding by the company. ... ((3) If the shares are included in the balance sheet asset, a reserve of equal value, which cannot be distributed, shall be provided in the balance of the balance sheet. ... ---------- Article 105 has been amended by section 6.6. 52 52 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 105 ^ 1 The Management Board shall include in the report accompanying the annual financial statements the following information on the acquisition or disposal by the company of its own shares: a) the reasons for the acquisition during the financial year; ... b) the number and nominal value of the shares acquired and those estranged during the financial year and the percentage of the subscribed share capital they represent; ... c) in the case of acquisition or disposal for consideration, the value of the shares; ... d) the number and face value of all shares acquired and held by the company and the percentage of the subscribed share capital they represent. ... ---------- Art. 105 ^ 1 was introduced by item 53 53 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 106 (. A company may not grant advances or loans, nor shall it constitute guarantees for the subscription or acquisition of its own shares by a third party. ... (2) Provisions of para. ((1) shall not apply to transactions carried out in the current operations of credit institutions and other financial institutions, nor to transactions carried out in order to acquire shares by or for employees of the company, provided that that these transactions do not cause the reduction of net assets below the cumulative value of the subscribed share capital and reserves that cannot be distributed according to the law or the articles of association. ... ---------- Article 106 has been amended by section 6.6. 54 54 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 107 (1) The establishment of real guarantees on its own shares by the company, either directly or through a person acting in its own name, but on the account of the company, is considered to be acquisition within the meaning of art. 103 103 ^ 1, 104, 104 ^ 1, 105, 105 ^ 1 and 106. ... (2) Provisions of para. ((1) shall not apply to the current operations of banks and other financial institutions. ... ---------- Article 107 has been amended by point 55 55 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 107 ^ 1 ((1) The acquisition, acquisition or holding of shares of a joint stock company by another company in which the stock company owns, directly or indirectly, the majority of voting rights or whose decisions may be influenced in a manner The company on shares is regarded as being carried out by the company itself. ... (2) Provisions of para. ((1) will also apply when the company through which the subscription is made, the acquisition or holding of said shares is governed by the law of another state. ... ---------- Art. 107 ^ 1 was introduced by item 56 56 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 108 Shareholders who offer for sale their shares through the public offering will proceed according to the capital market legislation. ---------- Article 108 has been amended by point 9 9 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 109 The situation of the shares must be set out in the Annex to the annual financial situation and, in particular, specify whether they have been fully released and, where appropriate, the number of shares for which the payments have been requested, without result. + Section II General meetings + Article 110 (1) General meetings are ordinary and extraordinary. ... (2) When the articles of association do not have otherwise, they shall be held at the headquarters of the company and in the place to be indicated in the convocation. ... + Article 111 (. The ordinary general meeting shall meet at least once a year, no later than 5 months after the end of the financial year. ... ---------- Alin. ((1) of art. 111 111 has been amended by section 57 57 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((2) In addition to the debate on other issues listed in the agenda, the general assembly shall be obliged: ... a) discuss, approve or amend the annual financial statements, on the basis of the reports submitted by the Management Board, respectively the directorate and the supervisory board, the censors or, as the case may be, the financial auditor, and fix the dividend; ... ---------- Lit. a) a par. ((2) of art. 111 111 has been amended by section 4.2 58 58 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. b) to elect and revoke the members of the board of directors, respectively of the supervisory board, and the censors; ... ---------- Lit. b) a par. ((2) of art. 111 111 has been amended by section 4.2 58 58 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. b ^ 1) in the case of companies whose financial statements are audited, to appoint or to dismiss the financial auditor and to fix the minimum duration of the financial audit contract; ---------- Lit. b ^ 1) a par. ((2) of art. 111 111 has been amended by section 4.2 10 10 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. c) to fix the remuneration due for the current exercise to the members of the board of directors, respectively to the members of the supervisory board, and to the censors, if not established by the articles of association; ... ---------- Lit. c) a par. ((2) of art. 111 111 has been amended by section 4.2 58 58 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. d) to rule on the management of the board of directors, respectively of the directorate; ... ---------- Lit. d) a par. ((2) of art. 111 111 has been amended by section 4.2 58 58 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. e) to establish the revenue and expenditure budget and, where applicable, the work programme, for the following financial year; ... f) decide to pledge, lease or abolish one or more units of the company. ... + Article 112 (1) For the validity of the deliberations of the ordinary general meeting, it is necessary to present to the shareholders who hold at least one fourth of the total number of voting rights. Decisions of the ordinary general meeting shall be taken by a majority of votes cast The Articles of Association may provide for higher quorum and majority requirements. ... (2) If the ordinary general meeting cannot work due to the failure to meet the conditions provided in par. ((1), the assembly which shall meet at a second convocation may deliberate on the items on the agenda of the first assembly, regardless of the quorum meeting, taking decisions with the majority of the votes cast. For the general meeting held at the second convocation, the constituent act cannot provide for a minimum quorum or a higher majority. ... ---------- Article 112 has been amended by section 1. 60 60 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 113 The extraordinary general meeting shall meet whenever it is necessary to make a decision to: a) change of legal form of the company ... b) moving the company's headquarters ... c) changing the object of activity of the company; ... d) the establishment or abolition of secondary offices: branches, agencies, representatives or other such units without legal personality, if by the articles of association it is not provided otherwise; ... e) extension of the duration of ... f) increase of social capital; ... g) the reduction of the share capital or its reunification through the issue of new shares; ... h) merger with other companies or division of the company; ... i) early dissolution of the company; ... i ^ 1) the conversion of the nominative shares into bearer shares or bearer shares in nominative shares; ---------- Lit. i ^ 1) of art. 113 113 was introduced by section 4.2. 61 61 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. j) conversion of shares from one category to the other; ... k) conversion of a category of bonds into another category or into shares; ... l) issue of bonds; ... m) any other modification of the articles of association or any other decision for which the approval of the extraordinary general meeting is requested. ... + Article 114 (1) The exercise of the duties provided in art. 113 lit. b), c) and f) can be delegated to the board of directors, respectively to the directorate, by the constitutive act or by decision of the extraordinary general meeting of the shareholders. Delegation of duties provided for in art. 113 lit. c) cannot regard the field and the main activity of the society. ... ---------- Alin. ((1) of art. 114 114 has been amended by section 11 11 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) If the board of directors, namely the directorate, is mandated to meet the measure provided for in art. 113 lit. f), provisions of art. 220 ^ 1 applies to the decisions of the board of directors, respectively to those of the directorate, accordingly. ... (3) If the board of directors, respectively the directorate is mandated to meet the measures provided by art. 113 lit. b) and c), provisions of art. 131 131 para. ((4) and (5), of art. 132 132, except par. (6) and (7), as well as provisions of art. 133 applies to the decisions of the board of directors, respectively those of the directorate, accordingly. The company will be represented in court by the person appointed by the president of the court between its shareholders, who will fulfill the mandate with which he was pregnant, until the general meeting, convened for this purpose, will elect another person. ... ---------- Alin. ((3) of art. 114 114 has been amended by section 11 11 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Article 114 has been amended by section 1. 62 62 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 115 (1) For the validity of the deliberations of the extraordinary general meeting it is necessary at the first convocation the presence of the shareholders holding at least one fourth of the total number of voting rights, and at the following convocations, the presence of the at least one fifth of the total number of voting rights. ... (2) Decisions shall be taken by a majority of votes held by the shareholders present or represented. The decision to amend the main activity object of the company, to reduce or increase the share capital, to change the legal form, to merge, divide or dissolve the company is taken by a majority of at least two thirds of voting rights held by the shareholders present or represented. ... (3) In the articles of association, quorum and majority requirements may be stipulated. ... ---------- Article 115 has been amended by section 6.6. 63 63 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 116 (1) The decision of a general meeting to amend the rights or obligations relating to a category of shares shall only take effect following the approval of that judgment by the special meeting of the holders of that category. ... (2) The provisions of this section on convocation, quorum and conduct of general meetings of shareholders shall also apply to special assemblies. ... (3) The decisions initiated by the special assemblies shall be subject to the approval of the corresponding general meetings. ... + Article 117 (. The General Assembly shall be convened by the Management Board, respectively by the directorate, whenever necessary. ... (2) The term of assembly may not be less than 30 days after the publication of the convocation in the Official Gazette of Romania, Part IV. ... (3) The convocation shall be published in the Official Gazette of Romania, Part IV, and in one of the wide spread newspapers in the locality where the company is located or from the nearest locality. ... ---------- Alin. ((3) of art. 117 117 has been amended by section 12 12 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (4) If all shares of the company are nominative, the convocation may be made only by registered letter or, if the articles of association allow, by letter transmitted electronically, having incorporated, attached or logically associated signature extended electronics, sent at least 30 days before the date of the young assembly, to the shareholder, registered in the register of shareholders. The change of address cannot be opposed to society, if it has not been communicated to it in writing by the shareholder. ... (5) The convocation modes referred to in par. (4) may not be used if prohibited by the constituent act of the company or by legal provisions. ... (6) The convocation will include the place and date of the young assembly, as well as the agenda, with the explicit mention of all the issues that will be the subject of the assembly debates. Where the appointment of the administrators or members of the supervisory board is on the agenda, it shall be mentioned that the list containing information on the name, place of residence and professional qualification of the the persons proposed for the position of administrator are at the disposal of the shareholders, and can be consulted and completed by them. ... (7) When proposals are on the agenda for amending the Articles of Association, the convocation will have to include the full text of the proposals. ... (8) The relevant provisions of the capital market-specific legislation apply to listed companies. ... ---------- Alin. ((8) of art. 117 117 has been introduced by section 13 13 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Article 117 has been amended by section 1. 64 64 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 117 ^ 1 (1) They have the right to require the introduction of new items on the agenda one or more shareholders representing, individually or together, at least 5% of the share capital. ... ((2) The applications shall be submitted to the management board, respectively to the directorate, no later than 15 days after the publication of the convocation, in order to publish and inform the other shareholders. If the appointment of the administrators and the members of the supervisory board is on the agenda, and the shareholders wish to make proposals for applications, information on the name, the locality of home and professional qualification of the persons proposed for the respective functions. ... (3) The agenda completed with the points proposed by the shareholders, after the convocation, must be published with the fulfilment of the requirements provided by law and/or the articles of association for the convocation of the general meeting, at least 10 days before the meeting general, on the date mentioned in the original convener. ... ---------- Art. 117 ^ 1 was introduced by item 1. 65 65 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 117 ^ 2 (1) The annual financial statements, the annual report of the management board, respectively the report of the directorate and the supervisory board, as well as the proposal on the distribution of dividends shall be made available to the shareholders at company headquarters, from the date of convening of the general meeting On request, the shareholders will be issued copies of these documents. The amounts charged for the release of children may not exceed the administrative costs involved in providing them. ... (2) If the company owns an own website, the convocation, any other item added to the agenda at the request of the shareholders, in accordance with art. 117 ^ 1, as well as the documents provided in par. (1) shall also be published on the website, for the free access of shareholders. ... (3) Each shareholder may address the board of directors, respectively the directorate, in writing questions relating to the activity of the company, before the date of the general meeting, and shall be answered at the meeting. If the company has an own website, in the absence of a contrary provision in the articles of association, the answer shall be deemed given if the requested information is published on the company's website, under the "Questions" section common ". ... ---------- Art. 117 ^ 2 was introduced by item 65 65 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 118 (1) In the notice for the first general assembly it will be possible to fix the day and time for the second assembly, when the first one could not be held. ... (2) The second general assembly may not meet on the very day fixed for the first assembly. ... (3) If the day for the second general meeting is not mentioned in the notice published for the first assembly, the term provided for in art. 117 will be reduced to 8 days. ... + Article 119 (1) The Management Board, respectively the directorate, immediately convenes the general meeting, at the request of the shareholders representing, individually or together, at least 5% of the share capital or a lower share, if in the articles of association and if the request contains provisions entering into the duties of the assembly ... (2) The General Assembly shall be convened within 30 days at the latest and shall meet no later than 60 days after the date of receipt of the request. ... (3) If the board of directors, respectively the directorate, does not convene the general meeting, the court of the company's headquarters, with the citation of the board of directors, respectively of the directorate, will be able to authorise the convocation by the shareholders who made the request. By the same conclusion the court approves the agenda, establishes the reference date provided for in art. 123 123 para. (2), the date of the young general meeting and, among the shareholders, the person who will chair it. ... (4) The costs of the convocation of the general meeting, as well as the costs, if the court approves the application ((3), shall be borne by the company. ... ---------- Article 119 has been amended by section 1. 66 66 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 120 The shareholders exercise their right to vote in the general assembly, in proportion to the number of shares they possess, except provided for in art. 101 101 para. ((2). + Article 121 Shareholders representing the entire share capital will be able, if none of them opposes, to hold a general assembly and to take any decision of the competence of the assembly, without complying with the formalities required for its convocation. + Article 122 In the case of closed companies with nominative actions, the constitutive act can agree to hold general meetings and correspondence. + Article 123 (1) At general meetings, shareholders who possess bearer shares shall have the right to vote only if they have deposited them in the places shown by the articles of association or by notice of convocation, at least 5 days before the assembly. Technical Secretary, designated according to art. 129 129 para. (5), will find, through a minutes, the timely submission of shares. The shares will remain filed until after the general meeting, but will not be able to be retained for more than 5 days from its date. ... ---------- Alin. ((1) of art. 123 123 has been amended by section 14 14 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) The board of directors, respectively the directorate, will set a reference date for the entitled shareholders to be notified and vote at the general meeting, the date that will remain valid and if the general meeting is convened again due to the non-meeting of the quorum. The reference date thus set will be subsequent to the publication of the convener and shall not exceed 60 days before the date on which the general meeting is convened for the first time. ... ---------- Alin. ((2) of art. 123 123 has been amended by section 67 67 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (3) The shareholders entitled to collect dividends or to exercise any other rights are those registered in the company's records or in those provided by the private independent shareholder register, corresponding to the reference date. ... + Article 124 ((1) Abrogat. ... ---------- Alin. ((1) of art. 124 124 has been repealed by section 6.6. 5 5 of art. 10, Section 3, Cap. II of LAW no. 71 71 of 3 June 2011 , published in MONITORUL OFFICIAL no. 409 409 of 10 June 2011. (2) If real securities are constituted on shares, the right to vote belongs to the owner. ... + Article 125 ((1) The shareholders may participate and vote in the general assembly by representation, on the basis of a power of attorney granted for that general assembly. ... ---------- Alin. ((1) of art. 125 125 has been amended by section 68 68 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) Shareholders who do not have the capacity of exercise, as well as legal entities may be represented/represented by their legal representatives who, in turn, may give other persons empowerment for that general assembly. ... ---------- Alin. ((2) of art. 125 125 has been amended by section 68 68 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((3) The cases shall be filed in original 48 hours before the assembly or within the period provided for by the articles of association, under penalty of loss of the exercise of the right to vote in that assembly. The percentages will be retained by the company, making mention of it in the minutes. ... ---------- Alin. ((3) of art. 125 125 has been amended by section 68 68 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((4) Abrogat. ... ---------- Alin. ((4) of art. 125 125 has been repealed by section 6.6. 69 69 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (5) The members of the board of directors, directors, members of the directorate and of the supervisory board, or the officials of the company cannot represent the shareholders, under penalty of nullity of the judgment, if, without their vote, they would not The required majority was obtained. ... ---------- Alin. ((5) of art. 125 125 has been amended by section 68 68 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 126 (1) Shareholders who have the status of board members, directorate or supervisory board may not vote, based on the actions they possess, neither personally nor through the trustee, discharge of their management or an issue in the which person or their administration would be under discussion. ... (2) Those persons may, however, vote on the annual financial situation, if the majority provided by law or the articles of association cannot be formed. ... ---------- Article 126 has been amended by section 6.6. 70 70 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 127 (1) The shareholder who, in a particular operation, has, either personally or as the trustee of another person, an interest contrary to that of the company, will have to refrain from deliberations on that operation. ... (2) The shareholder who is contrary to this provision is liable for damages to the company, if, without his vote, the required majority had not been obtained. ... + Article 128 (1) The right to vote cannot be given away. ... (2) Any convention by which the shareholder undertakes to exercise the right to vote in accordance with the given instructions or the proposals made by the company or persons with powers of representation shall be null and void. ... ---------- Article 128 has been amended by section 6.6. 71 71 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 129 (1) On the day and at the time shown in the convocation, the meeting of the meeting will be opened by the chairman of the board of directors, respectively of the directorate, or by the one who holds his place. ... ---------- Alin. ((1) of art. 129 129 has been amended by section 72 72 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) The General Assembly shall elect, among the shareholders present, 1 to 3 secretaries, who shall verify the list of shareholders ' attendance, indicating the share capital they represent each, the minutes drawn up by the Technical Secretary for the finding of the number of actions submitted and the fulfilment of all the formalities required by law and the articles of association for the general assembly ... ---------- Alin. ((2) of art. 129 129 has been amended by section 72 72 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (3) The General Assembly may decide that the operations referred to in the preceding paragraph shall be supervised or carried out by a notary public at the expense of the company. ... ((. One of the secretaries shall draw up the minutes of the meeting of the general meeting. ... (5) The President may designate, among the employees of the company, one or more technical secretaries, to take part in the execution of the operations provided for in the preceding paragraphs. ... ---------- Alin. ((5) of art. 129 129 has been amended by section 72 72 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (6) After finding the fulfilment of the legal requirements and the provisions of the constitutive act for holding the general meeting, the agenda shall be entered. ... (7) Decisions may not be adopted on items on the agenda which have not been published in accordance with the provisions of art. 117 117 and 117 ^ 1, unless all shareholders were present or represented and none of them opposed or challenged this judgment. ... ---------- Alin. ((7) of art. 129 129 has been introduced by section 73 73 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 130 (1) The decisions of general meetings shall be taken by open vote. ... ((2) The secret vote is mandatory for the appointment or revocation of the members of the board of directors, respectively of the members of the supervisory board, for the appointment, revocation or dismissal of financial censors or auditors and for taking decisions relating to the liability of the members of the management, management and control bodies of the company. ... ---------- Alin. ((2) of art. 130 130 has been amended by section 15 15 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 131 (1) A minutes, signed by the President and the Secretary, shall ascertain the fulfilment of the convocation formalities, the date and place of the general meeting, the shareholders present, the number of shares, the debates in summary, the decisions taken, and at the request of the statements made by them at the meeting. ... (2) The minutes shall be attached to the acts relating to the convocation, as well as the lists of the presence of the shareholders. ... (3) The minutes will be passed in the register of general meetings. ... (4) In order to be opposable to third parties, the decisions of the general meeting will be submitted within 15 days to the trade register office, to be mentioned in the register and published in the Official Gazette of Romania, Part IV. ... ---------- Alin. ((4) of art. 131 131 has been amended by section 75 75 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (5) On request, each shareholder will be informed of the results of the vote, for the decisions taken at the general meeting. If the company has an own website, the results will also be published on this page, no later than 15 days from the date of the general meeting. ... ---------- Alin. ((5) of art. 131 131 has been amended by section 75 75 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 132 (1) The decisions taken by the general assembly within the limits of the law or the articles of association are binding even for the shareholders who did not take part in the assembly or voted against. ... (2) The decisions of the general meeting contrary to the law or the articles of association can be appealed in court, within 15 days from the date of publication in the Official Gazette of Romania, Part IV, by any of the shareholders who did not take part in the assembly general or who voted against and asked to insert it in the minutes of the meeting. ... (. Where grounds of absolute nullity are invoked, the right to action shall be unforeseeable and the application may also be made by any person concerned. ... ((4) The members of the board of directors, respectively of the supervisory board, shall not appeal the decision of the general meeting regarding their removal from office. ... ---------- Alin. ((4) of art. 132 132 has been amended by section 76 76 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (5) The application will be resolved in contradiction with the company, represented by the board of directors, respectively by directorate. ... ---------- Alin. ((5) of art. 132 132 has been amended by section 76 76 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (6) If the judgment is appealed by all members of the board, the company will be represented in the judiciary by the person appointed by the chairman of the court between its shareholders, who will carry out the mandate with which he was pregnant, until what the general assembly, convened for this purpose, will appoint a representative. ... ---------- Alin. ((6) of art. 132 132 has been amended by section 16 16 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (7) If the judgment is appealed by all members of the directorate, the company will be represented in the judiciary by the supervisory board. ... ---------- Alin. ((7) of art. 132 132 has been amended by section 76 76 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (8) If several actions have been introduced for annulment, they may be joined. ... (9) The application will be tried in the council chamber. The court ruling is only subject to appeal. ... ---------- Alin. ((9) of art. 132 132 has been amended by section 10 10 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (10) The final decision of cancellation will be mentioned in the trade register and published in the Official Gazette of Romania, Part IV. From the date of publication it is opposable to all shareholders. ... ---------- Alin. ((10) of art. 132 132 has been amended by section 10 10 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 133 (1) A date with the filing of the action for annulment, the plaintiff may ask the court, by way of injunction, to suspend the execution of the contested decision. ... (2) The court, approving the suspension, may oblige the complainant to a bail. ... ---------- Alin. ((2) of art. 133 133 has been amended by section 11 11 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. ((3) Abrogat. ... ---------- Alin. ((3) of art. 133 133 has been repealed by section 6.6. 12 12 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 134 ((1) The shareholders who did not vote in favour of a decision of the general assembly have the right to withdraw from the company and to request the purchase of their shares by the company, only if that decision of the general meeting has as its object: ... a) change of main object of activity; ... b) moving the company's headquarters abroad; ... c) change of company form; ... d) merger or division of the company. ... (2) The right of withdrawal may be exercised within 30 days from the date of publication of the decision of the general meeting in the Official Gazette of Romania, Part IV, in the cases provided in par. ((1) lit. a)-c), and from the date of adoption of the decision of the general meeting, in the case provided in ((1) lit. d). ... (2 ^ 1) In the cases provided by art. 246 ^ 1 and 246 ^ 2, shareholders who are not in favour of the merger/division may exercise their right of withdrawal within 30 days from the date of publication of the draft merger/division under the terms of art. 242 242 para. ((2) or, where applicable, art. 242 242 para. ((2 ^ 1). ---------- Alin. (2 ^ 1) of art. 134 134 has been introduced by section 2 2 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (3) The shareholders will submit to the company's headquarters, together with the written declaration of withdrawal, the shares they possess or, as the case may be, the shareholder certificates issued according to art. 97. ... (4) The price paid by the company for the shares of the person exercising the right of withdrawal will be determined by an independent authorized expert, as the average value resulting from the application of at least two evaluation methods recognized by the legislation in force at evaluation date. The expert shall be appointed by the judge delegated in accordance with the provisions 38 38 and 39, at the request of the board of directors, respectively the directorate. ... ---------- Alin. ((4) of art. 134 134 has been amended by section 2 2 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 of 14 April 2009, which supplements art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007, with point 16 16 ^ 1. (5) The assessment costs will be borne by the company. ... ---------- Article 134 has been amended by section 4.2. 77 77 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 135 Repealed. ---------- Article 135 has been repealed by point (a) 78 78 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 136 (1) One or more shareholders representing, individually or together, at least 10% of the share capital will be able to ask the court to designate one or more experts, commissioned to analyze certain operations in the management of the company and to prepare a report, to be presented to them and, at the same time, officially handed over to the board of directors, respectively to the directorate and the supervisory board, as well as to the internal censors or auditors of the company, as the case may be, to be analyzed and appropriate measures are proposed. ... ---------- Alin. ((1) of art. 136 136 has been amended by section 79 79 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (1 ^ 1) The Board of Directors, respectively the directorate, shall include the report drawn up in accordance with par. ((1) on the agenda of the next general meeting of shareholders. ---------- Alin. ((1 ^ 1) of art. 136 136 has been introduced by section 80 80 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) The fees of the experts will be borne by the company, except in cases where the referral was made in bad faith. ... + Article 136 ^ 1 Shareholders must exercise their rights in good faith, in compliance with the rights and legitimate interests of the company and of the other shareholders. ---------- Art. 136 ^ 1 was introduced by item 81 81 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Section III About the administration ---------- Subsection I title of Section III, Cap. IV was introduced by section 4.2. 82 82 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 137 (1) The joint-stock company is managed by one or more administrators, the number of which is always odd. When there are several administrators, they constitute a board of directors. ... ((2) Stock companies whose annual financial statements are subject to a statutory audit obligation shall be administered by at least 3 administrators *). ... (3) The provisions of this law regarding the board of directors and which do not concern or do not involve the plurality of the administrators shall apply to the sole administrator accordingly. ... ---------- Article 137 has been amended by section 6.6. 83 83 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 137 ^ 1 (1) The administrators shall be appointed by the ordinary general meeting of the shareholders, with the exception of the first administrators, who are appointed by the articles of association. ... ((2) Candidates for administrator positions shall be nominated by current members of the board of directors or by shareholders. ... (. During the term of office, the administrators may not conclude with the company a contract of employment. If the administrators have been designated among the employees of the company, the individual employment contract is suspended during the term of office. ... (4) Administrators may be revoked at any time by the ordinary general meeting of shareholders. If the revocation unjustly occurs, the administrator shall be entitled to the payment of damages. ... ---------- Art. 137 ^ 1 was introduced by item 84 84 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 137 ^ 2 (1) In case of holiday of one or more of the posts of administrator, if by the articles of association it is not ordered otherwise, the board of directors shall proceed to the appointment of provisional administrators, until the meeting of the ordinary general meeting of shareholders. ... (2) If the holiday provided in par. (1) determines the decrease of the number of administrators below the legal minimum, the remaining administrators immediately convene the ordinary general meeting of shareholders, in order to complete the number of members of the board of directors. ... (3) If the administrators do not fulfill their obligation to convene the general meeting, any interested party may apply to the court to designate the person charged with convening the ordinary general meeting of the shareholders, to make Necessary appointments. ... (4) When there is only one administrator and he wants to give up his mandate, he will have to convene the ordinary general meeting. ... (5) In case of death or physical impossibility of exercising the position of sole administrator, the provisional appointment will be made by the censors, but the ordinary general meeting will be convened urgently for the final appointment of the administrator. ... (6) If the company does not have censors, any shareholder may address the court authorizing the convocation of the general meeting by the shareholder who made the request or by another shareholder. By the same decision, the court approves the agenda, establishes the reference date provided by art. 123 123 para. (2), the date of the young general meeting and, among the shareholders, the person who will chair it. ... ---------- Art. 137 ^ 2 was introduced by item 84 84 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 138 Repealed. ---------- Article 138 was repealed by point (a) 85 85 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 138 ^ 1 *) (1) If in a joint stock company the delegation of management duties to directors takes place, according to art. 143, most board members will be made up of non-executive administrators. ... (2) In the meaning of this law, non-executive members of the board of directors are those who have not been appointed directors, in accordance with art. 143. ... ---------- Art. 138 ^ 1 was introduced by item 86 86 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 138 ^ 2 (1) By the articles of association or by decision of the general meeting of the shareholders it may be stipulated that one or more members of the board of directors must be independent. ... (2) At the appointment of the independent administrator, the general meeting of the shareholders will consider the following criteria: ... a) not to be director of the company or of a company controlled by it and not to have performed such a function in the last 5 years; ... b) not to have been an employee of the company or of a company controlled by it or to have had such a work relationship in the last 5 years; ... c) not to receive or have received from the company or from a company controlled by this additional remuneration or other advantages, other than those corresponding to its quality of non-executive administrator; ... d) not to be a significant shareholder of the company; ... e) not having or having had in the last year business relations with the company or with a company controlled by it, either personally or as an associate, shareholder, administrator, director or employee of a company that has such relations with the company, if, by their substantial character, they are likely to affect its objectivity; ... f) not to be or have been in the last 3 years financial auditor or employee associate of the current financial auditor of the company or of a company controlled by it; ... g) to be a director in another company in which a director of the company is a non-executive administrator; ... h) not to have been a non-executive administrator of the company for more than 3 mandates; ... i) not to have family relations with a person in one of the situations referred to in lett. a) and d). ... ---------- Alin. ((2) of art. 138 ^ 2 was amended by section 4.2. 17 17 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Art. 138 ^ 2 was introduced by item 86 86 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 139 Repealed. ---------- Article 139 has been repealed by point (a) 87 87 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 140 Repealed. ---------- Article 140 was repealed by point (a). 87 87 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 140 ^ 1 (. The Board of Directors shall elect from among its members a Chairman of the Board. The articles of association may stipulate that the chairman of the council is appointed by the ordinary general assembly, which appoints the council. ... (. The President shall be appointed for a duration which may not exceed the term of office or administrator. ... (. The President may be revoked at any time by the Management Board. If the president has been appointed by the general assembly, he will be able to be revoked only by this *). ... (4) The President shall coordinate the work of the Board and report on this General Meeting of Shareholders. He watches the proper functioning of the organs of society. ... (5) If the president is in temporary impossibility to exercise his duties, during the respective state of impossibility the board of directors may charge another administrator with the performance of the office of president. ... ---------- Art. 140 ^ 1 was introduced by item 88 88 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 140 ^ 2 (1) The Board of Directors may create advisory committees consisting of at least 2 board members and tasked with conducting investigations and developing recommendations for the board, in areas such as audit, remuneration. directors, directors, censors and staff or nomination of candidates for the various management positions. The committees will regularly report on their work to the council. ... ---------- Alin. ((1) of art. 140 ^ 2 was amended by section 4.2. 18 18 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ((. At least one member of each committee created pursuant to paragraph 1. ((1) must be an independent non-executive administrator. The audit and remuneration committee shall consist only of non-executive directors. At least one member of the audit committee shall have experience in the application of accounting principles or in financial audit. ... ((3) Abrogat. ... ---------- Alin. ((3) of art. 140 ^ 2 was repealed by section 4.2. 19 19 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Art. 140 ^ 2 was introduced by item 88 88 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 141 (. The Management Board shall meet at least once every 3 months. ... (. The President shall convene the Management Board, shall determine the agenda, shall ensure that the members of the Council are adequately informed of the items on the agenda and shall preside over the meeting. ... (3) The Board of Directors shall also be convened at the reasoned request of at least 2 of its members or the Director-General. In this case, the agenda is set by the authors of the application. The President is obliged to act on such an application. ... ((4) The convocation for the meeting of the board of directors shall be submitted to the administrators sufficiently in advance of the date of the meeting, the term may be determined by decision of the board of directors. The convocation will include the date, the place where the meeting will be held and the agenda. Only in cases of emergency can decisions be made on points that are not provided on the agenda. The Articles of Association may impose stricter conditions on matters covered by this paragraph. ... (5) A minutes will be drawn up at each meeting, which will include the names of the participants, the order of deliberations, the decisions taken, the number of votes met and the separate opinions. The minutes shall be signed by the sitting president and at least one other administrator. ... ---------- Article 141 has been amended by section 1. 89 89 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 141 ^ 1 Directors and censors or, as the case may be, internal auditors may be summoned to any board meeting, meetings to which they are required to attend. They do not have the right to vote, except for the directors who are also administrators. ---------- Art. 141 ^ 1 was introduced by item 1. 90 90 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 142 (1) The Board of Directors shall be responsible for carrying out all necessary and useful acts for the realization of the object of activity of the company, except those reserved by law for the general meeting of the shareholders. ... (. The Management Board shall have the following basic powers, which may not be delegated to the Directors: ... a) the establishment of the main directions of activity and development of the company; ... b) the establishment of accounting policies and financial control system, as well as the approval of financial planning; ... ---------- Lit. b) a par. ((2) of art. 142 142 has been amended by section 4.2 3 3 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. c) appointment and revocation of directors and establishment of their remuneration; ... d) supervision of directors ' activity ... e) preparation of the annual report, organization of general meeting of shareholders and implementation of its decisions; ... f) the introduction of the application for the opening of insolvency proceedings Law no. 85/2006 on insolvency proceedings. ... (3) It may also not be delegated to the directors the powers received by the board of directors from the general meeting of shareholders, in accordance with art. 114. ... ---------- Article 142 has been amended by section 4.2. 91 91 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 143 (1) The Board of Directors may delegate the management of the company to one or more directors, appointing one of its Managing Director. ... ((. Directors may be appointed from among the administrators or outside the board of directors. ... (3) If by the articles of association or by a decision of the general meeting of the shareholders, this is provided, the chairman of the board of directors of the company may also be appointed general manager. ... (4) In the case of joint stock companies whose annual financial statements are subject to a legal obligation of financial auditing, the delegation of the management of the company in accordance with par. ((1) is compulsory *). ... (5) In the meaning of this law, the director of the company on shares is only that person who has been delegated powers of management of the company, in accordance with par. ((1). Any other person, regardless of the technical name of the post occupied within the company, is excluded from the application of the norms of this law regarding the directors of the company on shares. ... ---------- Article 143 has been amended by section 6.6. 92 92 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 143 ^ 1 (1) The directors are responsible for taking all measures related to the management of the company, within the limits of the object of activity of the company and in compliance with the exclusive powers reserved by law or by the constitutive administration and general meeting of shareholders. ... (2) The way of organizing the activity of the directors may be established by the articles of association or by decision of the board of directors. ... (3) Any administrator may ask the directors for information on the operative management of the company. Directors will inform the board of directors, regularly and comprehensively, of the operations undertaken and those contemplated. ... ---------- Alin. ((3) of art. 143 ^ 1 has been amended by section 4.2 20 20 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (. Directors may be revoked at any time by the Management Board. Where the revocation of the unjust occurs, the director concerned shall be entitled to the payment of damages. ... ---------- Art. 143 ^ 1 was introduced by item 93 93 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 143 ^ 2 (. The Management Board shall represent the company in relation to third parties and the judiciary. In the absence of a stipulation to the contrary in the articles of association, the board of directors represents the company through its ... (2) By the articles of association, the President and one or more administrators may be empowered to represent the company, acting together or separately. Such a clause is opposable to third parties. ... (3) By their unanimous agreement, the administrators representing the company only acting together can empower one of them to conclude certain operations or types of operations. ... (4) If the board of directors delegates to the directors the duties of management of the company in accordance with art. 143, the power to represent the company belongs to the general manager Provisions of paragraph ((2)-(4) shall apply to directors accordingly. The Board of Directors, however, retains the attribution of representation of the company in relations with directors ... (. The Management Board shall register the names of the persons empowered to represent the company on the trade register, noting whether they act together or separately. They shall submit to the register of signature specimens trade. ... ---------- Art. 143 ^ 2 was introduced by item 93 93 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 144 Repealed. ---------- Article 144 has been repealed by point (a) 94 94 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 144 ^ 1 (1) Members of the Management Board shall exercise their mandate with the prudence and diligence of a good administrator. ... (2) The administrator does not violate the obligation provided in par. ((1), if at the time of taking a business decision he is reasonably entitled to consider that he is acting in the interest of the company and on the basis of adequate information. ... (3) Business decision, for the purposes of this law, is any decision to take or not to take certain measures regarding the administration of the company. ... (4) The members of the board of directors shall exercise their mandate with loyalty in the interest of the ... (5) The members of the board of directors shall not disclose the confidential information and trade secrets of the company, to which they have access in their capacity as administrators. This obligation also falls upon the termination of the administrator's mandate. ... (6) The content and duration of the obligations provided in par ((5) are stipulated in the management contract. ... ---------- Article 144 ^ 1 has been amended by section 4.2. 21 21 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 144 ^ 2 (1) The administrators shall be responsible for fulfilling all obligations, according to the provisions of art. 72 72 and 73. ... ((. Administrators shall be responsible to the company for the damage caused by acts carried out by the directors or staff, when the damage would not have occurred if they had exercised the supervision imposed by the duties of their duties. ... (3) The directors shall notify the board of directors of all irregularities found during the performance of their duties. ... (4) The administrators shall be jointly and severally liable with their immediate predecessors if, having knowledge of the irregularities committed by them, they do not communicate to the censors or, as the case may be, to the internal auditors and the financial auditor. ... (5) In companies that have several administrators the responsibility for acts committed or for omissions does not extend to the administrators who made the record, in the register of decisions of the board of directors, their impotence and have In writing, in writing, on the censors or internal auditors and the financial auditor. ... ---------- Art. 144 ^ 2 was introduced by section 4.2. 95 95 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 144 ^ 3 (1) The administrator who has in a certain operation, directly or indirectly, interests contrary to the interests of the company must notify the other administrators and the censors or internal auditors about it and not take part in any deliberation regarding this operation. ... (2) The same obligation has the administrator if, in a certain operation, he knows that his spouse, relatives or affins are interested until the fourth degree inclusive. ... (3) If the provisions of the articles of association do not have otherwise, the prohibitions established in ((1) and (2), relating to the participation, the deliberation and the vote of the administrators, shall not be applicable if the object of the vote is: ... a) offering for subscription, to an administrator or to the persons referred to in par. ((2), of shares or bonds of the company; ... b) the granting by the administrator or the persons referred to in par. ((2) a loan or a guarantee in favour of the company. ... (4) The administrator who did not comply with the provisions of para. ((1) and (2) answer for the damages that have resulted for the company. ... ---------- Art. 144 ^ 3 was introduced by item 95 95 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 144 ^ 4 (1) It is forbidden to credit by the company its administrators, by means of operations such as: ... a) the granting of loans to administrators; ... b) the granting of financial advantages to the administrators on the occasion or after the conclusion by the company with them of operations of delivery of goods, services or execution of works; ... c) direct or indirect guarantee, in whole or in part, of any loans granted to administrators, concomitant or subsequent to the granting of the loan; ... d) direct or indirect guarantee, in whole or in part, of the execution by administrators of any other personal obligations of these persons to third persons; ... e) the acquisition of a payment, in whole or in part, of a claim that has as object a loan granted by a third party to the administrators or another personal benefit thereof. ... (2) Provisions of para. ((1) are also applicable to the operations in which the spouse, relatives or blueberries are interested until the fourth degree including the administrator; also, if the operation concerns a company in which one of the above mentioned persons is an administrator or holds, alone or together with one of the above-mentioned persons, a share of at least 20% of the value of the subscribed share capital. ... ---------- Alin. ((2) of art. 144 ^ 4 was amended by section 4.2. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". (3) The provisions of par. ((1) shall not apply: ... a) in the case of operations whose cumulative chargeable value is less than the equivalent in lei of the amount of 5,000 euros; ... b) if the operation is concluded by the company under the conditions of the current exercise of its activity, and the clauses of the operation are not more favorable to the persons referred to in par. ((1) and (2) than those which, ordinarily, the company practices towards third parties. ... ---------- Art. 144 ^ 4 was introduced by section 4. 95 95 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 145 Repealed. ---------- Article 145 was repealed by point (a). 96 96 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 146 Repealed. ---------- Article 146 has been repealed by point (a) 96 96 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 147 Repealed. ---------- Article 147 has been repealed by point (a) 96 96 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 148 Repealed. ---------- Article 148 has been repealed by point (a) 96 96 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 149 Repealed. ---------- Article 149 has been repealed by point (a) 96 96 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 150 (1) If the articles of association are not otherwise ordered and subject to the provisions of art. 44 ^ 1, under penalty of nullity, the administrator will be able, in his own name, to dispose, respectively to acquire, goods to or from the company, having a value of more than 10% of the value of the net assets of the company, only after obtaining the approval extraordinary general meeting, under the conditions provided in art. 115. ... ---------- Alin. ((1) of art. 150 150 has been amended by section 97 97 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((1 ^ 1) Abrogat. ---------- Alin. ((1 ^ 1) of art. 150 150 has been repealed by section 6.6. 22 22 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) Provisions of para. (1) shall also apply to rental or leasing operations. ... (3) The value provided in par. ((1) shall be calculated by reference to the financial statement approved for the financial year preceding that in which the operation takes place, or, where applicable, to the amount of the subscribed share capital, if such a financial situation has not yet been presented; and approved. ... (4) The provisions of this Article are also applicable to operations in which one of the parties is the spouse of the administrator or relative or afin, up to and including the fourth degree, of the latter; also, if the operation is concluded with a company at which one of the abovementioned persons is an administrator or director or holds, alone or together, a share of at least 20% of the value of the subscribed share capital, unless one of those companies is a subsidiary the other. ... ---------- Alin. ((4) of art. 150 150 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company" and the phrase "companies" with the term "companies". + Article 151 Repealed. ---------- Article 151 has been repealed by point (a) 99 99 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 152 (. Directors shall be liable for the non-performance of their duties. Art. 137 ^ 1 para. (3), of art. 144 144 ^ 1, 144 ^ 3, 144 ^ 4, 150 and art. 153 ^ 12 para. ((4) shall apply to directors under the same conditions as administrators. ... (2) The remuneration of the directors, obtained under the mandate contract, is assimilated from a tax point of view to income from salaries and is taxed according to the legislation in the matter. ... ((3) By way of derogation from art. 5 5 of Law no. 19/2000 on the public pension system and other social security rights, with subsequent amendments and completions, the remuneration of the directors obtained under the mandate contract is assimilated to the salary, from the point of view of the obligations setting up for the director and the company in the public pension and other social security legislation, including the right of insurance for accidents at work and occupational diseases, the insurance system legislation for unemployment and employment stimulation, as well as legislation on health insurance. ... ---------- Alin. ((3) of art. 152 152 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". ---------- Article 152 has been amended by section 2. 23 23 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 152 ^ 1 Micro and small enterprises in the sense art. 4 4 para. ((1) lit. a) and b) of Law no. 346/2004 on stimulating the establishment and development of small and medium-sized enterprises, with subsequent amendments and completions, may derogate from the provisions of art. 137 137 para. ((2), art. 138 ^ 1 para. ((1), art. 140 ^ 2 para. ((2) and art. 143 143 para. ((4). ---------- Article 152 ^ 1 has been amended by section 4.2. 24 24 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Subsection II title of Section III, Cap. IV was introduced by section 4.2. 102 102 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 (1) The articles of association may stipulate that the joint stock company is managed by a directorate and a supervisory board, in accordance with the provisions of this subsection. ... (2) The articles of association may be amended in the course of the existence of the company by decision of the extraordinary general meeting of the shareholders, in order to introduce or eliminate such a provision ... (3) The provisions of this law regarding censors are not applicable to companies that opt for the dualistic administration system. ... ---------- Article 153 has been amended by section 3. 103 103 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. A. Directorate ---------- Paragraph A of subsection II, Section III, Cap. IV was introduced by section 4.2. 104 104 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 1 (1) The management of the stock company shall exclusively return to the directorate, which shall carry out the necessary and useful acts for the realization of the object of activity of the company, except those reserved by law to the supervisory board and of the general meeting of shareholders. ... ((. The Directorate shall exercise its powers under the supervision of the supervisory board. ... (3) The directorate consists of one or more members, the number of which is always odd. ... (. When it is a single member, it shall be the sole director-general. In this case, the provisions of Article 137 137 para. ((3) shall apply accordingly. ... (5) In the case of joint stock companies whose annual financial statements are subject to a statutory audit obligation, the directorate shall consist of at least 3 members. ... ---------- Art. 153 ^ 1 was introduced by item 104 104 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 2 (1) The appointment of the members of the directorate shall be assigned to the supervisory board, which shall also assign to one of them the position of ... (2) The constitutive act determines the term of office of the directorate, within the limits provided 153 153 ^ 12. ... (3) Members of the directorate may not be concurrently members of the supervisory board. ... (. The members of the directorate may be revoked at any time by the supervisory board. The Articles of Association may provide that they may also be revoked by the ordinary general meeting of the shareholders. If their revocation unjustly occurs, the members of the directorate are entitled to pay damages. ... ((5) In the event of a vacancy of a member of the directorate, the supervisory board shall proceed without delay to the appointment of a new member, for the remainder of the term of office of the directorate. ... (6) On the rights and obligations of the members of the directorate, art. 137 ^ 1 para. ((3), art. 144 ^ 1, art. 144 ^ 2 para. ((1), (4) and (5), art. 144 ^ 3, art. 144 ^ 4, art. 150 150 and art. 152 152 shall apply accordingly. ... ---------- Alin. ((6) of art. 153 ^ 2 was amended by section 4.2. 25 25 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Art. 153 ^ 2 was introduced by item 104 104 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 3 (1) The directorate represents the company in relation to third parties and the judiciary. ... (2) In the absence of a stipulation contrary in the articles of association, the members of the directorate represent the company only acting together ... (3) If the members of the directorate represent the company only by acting together, by their unanimous consent, they may empower one of them to conclude certain operations or types of operations. ... (4) The Supervisory Board represents the company in the reports with the directorate. ... (5) The Directorate shall register the names of its members on the trade register, noting whether they act together or separately. They will file with the signature specimen trade register. ... ---------- Alin. ((5) of art. 153 ^ 3 was amended by section 4.2. 26 26 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Art. 153 ^ 3 was introduced by item 104 104 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 4 (1) At least once every 3 months, the directorate shall submit a written report to the supervisory board regarding the management of the company, its activity and its possible evolution. ... (2) In addition to the regular information provided in par. ((1), the directorate shall communicate in a timely manner to the supervisory board any information on events that could have a significant influence on the situation of the company. ... (. The Supervisory Board may request the Directorate for any information which it considers necessary for the exercise of its powers of control and may carry out appropriate checks and investigations. ... ((. Each member of the supervisory board shall have access to the information submitted to the council. ... ---------- Art. 153 ^ 4 was introduced by section 4. 104 104 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 5 ((. The directorate shall submit to the supervisory board the annual financial statements and its annual report, immediately after their elaboration. ... ((2) At the same time, the directorate shall submit to the supervisory board its detailed proposal on the distribution of the profit resulting from the balance sheet, which it intends to present to the general meeting ... (3) Provisions art. 153 ^ 4 para. ((4) shall apply accordingly. ... ---------- Art. 153 ^ 5 was introduced by item 104 104 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. B. Supervisory Board ---------- Paragraph B of subsection II, Section III, Cap. IV was introduced by section 4.2. 105 105 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 6 (. The members of the supervisory board shall be appointed by the general meeting of the shareholders, with the exception of the first members, who are appointed by the articles of association. ... ((2) Candidates for member posts on the supervisory board shall be nominated by existing members of the Board or by shareholders. ... (3) The number of members of the supervisory board is established by the articles of association. It may not be less than 3 nor more than 11. ... (. The members of the supervisory board may be revoked at any time by the general meeting of the shareholders, by a majority of at least two thirds of the number of the shareholders present. ... (5) The Supervisory Board shall elect from among its members a Chairman of the Board. ... ---------- Art. 153 ^ 6 was introduced by item 105 105 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 7 ((. In the case of the vacancy of a member's position on the supervisory board, the Council may proceed to the appointment of a provisional member until the meeting of the general meeting ... (2) If the holiday referred to in par. (1) determine the decrease in the number of members of the supervisory board below the legal minimum, the directorate must convene without delay the general meeting to complete the vacancies. ... (3) If the directorate does not fulfill its obligation to convene the general meeting in accordance with par. ((2), any interested party may apply to the court to designate the person responsible for convening the ordinary general meeting of shareholders, to make the necessary appointments. ... ---------- Art. 153 ^ 7 was introduced by item 105 105 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 8 (. The members of the supervisory board may not be members of the directorate. They also cannot cumulate the membership in the supervisory board with the employee of the company. ... (2) By the articles of association or by decision of the general meeting of the shareholders, specific conditions of professionalism and independence may be established for the members of the supervisory board. In assessing the independence of a member of the supervisory board, the criteria provided for in art. 138 ^ 2 para. ((2). ... ---------- Alin. ((2) of art. 153 ^ 8 was amended by section 4.2. 3 3 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 of 14 April 2009, which supplements art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007, with point 26 26 ^ 1. (3) On the rights and obligations of members of the supervisory board, the provisions of art. 144 ^ 1, art. 144 ^ 2 para. ((1) and (5), of art. 144 144 ^ 3, 144 ^ 4 and 150 shall apply accordingly. ... ---------- Art. 153 ^ 8 was introduced by item 105 105 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 9 (. The Supervisory Board shall have the following main tasks: ... a) exercise permanent control over the management of the company by the directorate ... b) appoint and revoke the members of the directorate ... c) verify compliance with the law, with the constitutive act and with the decisions of the general meeting of the management operations of the company; ... d) report at least once a year to the general meeting of shareholders on the supervisory activity carried out. ... (. In exceptional cases, where the interest of the company requires it, the supervisory board may convene the general meeting of the shareholders. ... (3) The supervisory board cannot be transferred to the management of the company. However, in the articles of association it may be stipulated that certain types of operations can only be carried out with the agreement of the council. If the council does not give its consent to such an operation, the directorate may seek the agreement of the ordinary general meeting. The decision of the general meeting on such an agreement is given by a majority of 3-fourths of the number of shareholders present. The Articles of Association cannot establish a different majority or stipulate other conditions. ... ---------- Art. 153 ^ 9 was introduced by item 105 105 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 10 (1) The Supervisory Board may create advisory committees, consisting of at least 2 members of the Board and tasked with conducting investigations and developing recommendations for the Board, in areas such as audit, membership remuneration. the directorate and the supervisory board and the staff, or the nomination of candidates for the various management positions. The committees will regularly submit reports on their work to the council. ... (2) The chairman of the directorate may be appointed member of the nomination committee created by the supervisory board, without thereby acquiring membership in the board. ... ((. At least one member of each committee created pursuant to paragraph 1. ((1) must be an independent member of the supervisory board. At least one member of the audit committee shall have relevant experience in the application of accounting principles or in financial audit. ... ((4) Abrogat. ... ---------- Alin. ((4) of art. 153 ^ 10 was repealed by section 10. 3 3 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 of 14 April 2009, which supplements art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007, with point 26 26 ^ 2. ---------- Art. 153 ^ 10 was introduced by item 105 105 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 11 (. The Supervisory Board shall meet at least every 3 months. The chairman shall convene the supervisory board and chair the meeting. ... (. The Supervisory Board shall be convened at any time upon the reasoned request of at least 2 of the members of the Board or at the request of the Directorate The Council shall meet no later than 15 days after the convocation. ... ---------- Alin. ((2) of art. 153 ^ 11 was amended by section 4.2. 27 27 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (3) If the President does not comply with the request for convening the council in accordance with the provisions of paragraph (2), the authors of the application may convene the council themselves, setting the agenda of the meeting. ... (4) The members of the directorate may be summoned to the meetings of the supervisory board. They don't have the right to vote in council. ... (5) A minutes will be drawn up at each meeting, which will include the names of the participants, the agenda, the order of deliberations, the decisions taken, the number of votes met and the separate opinions. The minutes shall be signed by the sitting president and at least one other member of the council. ... ---------- Art. 153 ^ 11 was introduced by item 105 105 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ---------- Subsection III title of Section III, Cap. IV was introduced by section 4.2. 106 106 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 12 (1) The term of office of the administrators, respectively of the members of the directorate and of the supervisory board, is established by the articles of association, which cannot exceed 4 years. They are reeligible, when by the articles of association it is not ordered otherwise. ... (2) The term of office of the first members of the board of directors, respectively of the first members of the supervisory board, shall not exceed 2 years. ... ((3) In order for the appointment of an administrator, respectively of a member of the directorate or of the supervisory board, to be legally valid, the person appointed must expressly accept it. ... (4) The person named in one of the functions provided in par. (3) must be provided for professional liability. ... ---------- Alin. ((4) of art. 153 ^ 12 was amended by section 4.2. 28 28 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Art. 153 ^ 12 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 13 (1) The directors of the company on shares, in the unit system, respectively the members of the directorate, in the dualist system, are individuals ... (. A legal person may be appointed as administrator or member of the supervisory board of a joint stock company. With this appointment, the legal person is obliged to designate a permanent representative, a natural person. It is subject to the same conditions and obligations and has the same civil and criminal liability as an administrator or member of the supervisory board, the individual, acting on its own behalf, without through this legal person whom it is to be exempt from liability or to reduce its liability in solidarity. When the legal entity revokes its representative, it shall at the same time appoint a replacement. ... ---------- Art. 153 ^ 13 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 14 Repealed. ---------- Article 153 ^ 14 was repealed by point (a). 29 29 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 153 ^ 15 The directors of a joint stock company, in the unitary system, and the members of the directorate, in the dualistic system, will not be able to be, without authorization of the board of directors, respectively of the supervisory board, directors, administrators the directors of the supervisory board, the censors or, as the case may be, internal auditors or members with unlimited liability, in other competing companies or having the same object of activity, nor may they exercise the same trade or other competitor, on its own or other person's account, under the penalty of revocation and liability for damages . ---------- Art. 153 ^ 15 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 16 (1) A natural person may simultaneously exercise no more than 5 terms of administrator and/or member of the supervisory board in joint stock companies whose headquarters are located on the territory of Romania. This provision shall apply to the same extent to the natural person administrator or member of the supervisory board and to the natural person permanent representative of a legal person administrator or member of the supervisory board. ... (2) The prohibition provided in par. (1) does not refer to cases when the one elected to the board of directors or the supervisory board is the owner of at least one-fourth of the total shares of the company or is a member of the board of directors or the board of directors supervision of a company on shares that holds the patrimea shown. ... (3) The person who violates the provisions of this article is obliged to resign from the positions of member of the board of directors or of the supervisory board that exceed the maximum number of mandates provided in par. (1), within one month from the date of occurrence of the incompatibility situation. At the expiry of this period, he will lose the mandate obtained by exceeding the legal number of seats, in the chronological order of appointments, and will be obliged to return the remuneration and other benefits received to the company in which he exercised this warrant. The deliberations and decisions to which he took part in the exercise of that mandate shall remain valid. ... ---------- Art. 153 ^ 16 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 17 Before being appointed director or administrator, respectively a member of the directorate or supervisory board in a joint stock company, the nominee shall inform the body of the company in charge of his appointment of any matters relevant from the perspective of art. 153 153 ^ 15 and 153 ^ 16. ---------- Article 153 ^ 17 has been amended by point (a) 30 30 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 153 ^ 18 (. The remuneration of the members of the board of directors or of the supervisory board shall be determined by the articles of association or by decision of the general meeting of the shareholders. ... (2) The additional remuneration of the members of the board of directors or of the supervisory board entrusted with specific functions within the respective body, as well as the remuneration of the directors, in the unitary system, or of the members the directorate, in the dualist system, are established by the board of directors, respectively by the supervisory board. The articles of association or general meeting of shareholders shall fix the general limits of all remuneration granted in this way. ... (3) Any other advantages may be granted only in accordance with par. ((1) and (2). ... (4) The General Assembly, respectively the Management Board or the Supervisory Board and, if applicable, the remuneration committee shall ensure, when determining remuneration or other advantages, that they are justified in relation to their duties. specific persons and the economic situation of the company. ... ---------- Art. 153 ^ 18 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 19 The Management Board will request the Trade Register Office to register the appointment of the Directors, as well as any change in the person of the administrators or directors and the publication of these data in the Official Gazette of Romania, Part a IV-a. The same obligation lies with the directorate on the registration of the first members of the directorate and of any change in the person of the members of the directorate or members of the ---------- Art. 153 ^ 19 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 20 ((1) For the validity of the decisions of the board of directors, the directorate or the supervisory board, it is necessary to present at least half of the members of each of these bodies, if the constituent act does not provides a higher number. ... ((. Decisions within the Management Board, the directorate or the supervisory board shall be taken with the vote of the majority of the members present. Decisions on the appointment or revocation of the presidents of these bodies shall be taken with the vote of the majority of the ... ((3) The members of the board, the directorate or the supervisory board may be represented at the meetings of the respective body only by its other members. A present member may represent one absent member. ... (4) The Articles of Association may order that participation in meetings of the Management Board, directorate or supervisory board may also take place by means of distance communication, stating their manner. At the same time, the articles of association may limit the kind of decisions which may be taken under these conditions and may provide for a right to object to such a procedure in favour of a determined number of members of that body. ... (5) The means of distance communication provided in par. ((4) must meet the technical conditions necessary for the identification of the participants, their effective participation in the council meeting and the retransmission of deliberations on a continuous basis. ... (6) If the constituent act does not have otherwise, the chairman of the board of directors or the supervisory board will have the decisive vote in case of parity of votes. The chairman of the board of directors who is, at the same time, director of the company cannot have a decisive vote ... (7) If the Chairperson in office of the Board, the directorate or the supervisory board cannot or is prohibited from participating in the vote within that body, the other members will be able to elect a President of meeting, having the same rights as the president in office. ... (8) In the event of a parity of votes and if the President does not benefit from a decisive vote, the motion to vote shall be deemed ... ---------- Art. 153 ^ 20 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 21 (1) The Articles of Association may order that, in exceptional cases, justified by the urgency of the situation and by the interest of the company, the decisions of the management board or the directorate may be taken by the unanimous vote expressed in writing by the members without the need for a meeting of that organ. ... (2) The procedure referred to in paragraph 1 may not be used. ((1) in the case of decisions of the board or directorate relating to annual financial statements or authorized capital. ... ---------- Art. 153 ^ 21 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 22 The board of directors, respectively the directorate, will be able to conclude legal acts on behalf of and on behalf of the company, through which to acquire goods for this or to dispose, to rent, to change or to constitute in guarantee goods in the patrimony of the company, whose value exceeds half of the book value of the company's assets at the date of conclusion of the legal act, only with the approval of the general meeting of shareholders, 115. ---------- Art. 153 ^ 22 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 23 Directors and members of the board, respectively the members of the directorate and those of the supervisory board, are obliged to participate in the general meetings of the shareholders. ---------- Art. 153 ^ 23 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 153 ^ 24 (1) If the board of directors, respectively the directorate, finds that, following some losses, established by the annual financial statements approved according to the law, the net asset of the company, determined as the difference between the total assets and the total its debts, diminished to less than half of the value of the subscribed share capital, will immediately convene the extraordinary general meeting to decide whether the company must be dissolved. ... (2) By the articles of association it may be established that the extraordinary general meeting is convened even in the event of a decrease in the net asset less significant than that provided in par. ((1), establishing this minimum level of net asset by reference to subscribed share capital. ... (3) The Board of Directors, respectively the directorate, will present the extraordinary general meeting according to par. (1) a report on the property situation of the company, accompanied by observations of the censors or, as the case may be, of the internal auditors. This report must be filed at the company's premises at least one week before the date of the general meeting, in order to be consulted by any interested shareholder. At the extraordinary general meeting, the board of directors, respectively the directorate, will inform the shareholders of any relevant facts after the writing of the written report. ... (4) If the extraordinary general assembly does not decide to dissolve the company, then the company is obliged, at the latest, until the end of the financial year after the one in which the losses were found and subject to the provisions of 10 10, to reduce the share capital by an amount at least equal to that of losses that could not be covered by reserves, if during this period the net asset of the company was not reconstituted up to the level of a value at least equal to half of the share capital. ... (5) In case of non-meeting of the extraordinary general meeting in accordance with par. ((1) or if the extraordinary general meeting was not able to deliberate either in the second convocation, any interested person may apply to the court to ask for the dissolution of the company. The dissolution may also be required if the obligation imposed on the company according to par. ((4) is not respected. In any of these cases the court may grant the company a term that cannot exceed 6 months for the regularization of the situation. The company will not be dissolved if the reconstitution of the net asset up to the level of a value at least equal to half of the share capital takes place until the final stay of the dissolution court decision. ... ---------- Alin. ((5) of art. 153 ^ 24 was amended by section 4.2. 13 13 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. ---------- Art. 153 ^ 24 was introduced by item 107 107 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 154 Repealed. ---------- Article 154 has been repealed by point (a) 108 108 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 155 ((1) The action in liability against the founders, administrators, directors, respectively the members of the directorate and the supervisory board, as well as the censors or financial auditors, for damages caused to the company by them by the violation of their duties to society, belongs to the general assembly, which will decide with the majority provided in art. 112. ... (. The General Assembly shall designate by the same majority the person responsible to exercise legal proceedings. ... (3) When the general meeting decides on the annual financial situation, it may take a decision on the responsibility of the directors or directors, respectively of the members of the directorate and the supervisory board, even if it the problem is not on the agenda. ... (4) If the general assembly decides to hold an action in liability against the administrators or the members of the directorate, their mandate shall cease from the date of adoption of the decision and the general meeting, respectively the council of Surveillance, will proceed to their replacement. ... (5) If the action is started against the directors, they shall be suspended by law from office until the judgment is final. ... ---------- Alin. ((5) of art. 155 155 has been amended by section 14 14 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (6) If the general assembly decides to take action in liability against the members of the supervisory board with the majority provided for in art. 115 115 para. ((1), the mandate of the respective members of the supervisory board shall cease to be fair The General Assembly will proceed with their replacement. ... ((7) The action in liability against the members of the directorate may also be exercised by the supervisory board, following a decision of the council itself. If the decision is taken by a majority of two thirds of the total number of members of the supervisory board, the mandate of the respective members of the directorate shall be terminated by the supervisory board in order to replace them. ... ---------- Article 155 has been amended by section 6.6. 109 109 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 155 ^ 1 (1) If the general meeting does not introduce the action under the responsibility provided for in 155 nor does it follow the proposal of one or more shareholders to initiate such action, the shareholders representing, individually or together, at least 5% of the share capital have the right to bring an action in compensation, in their own name, but to the company's account, against any person provided in art. 155 155 para. ((1). ... (2) Persons exercising the right provided in par. (1) must have already had the status of shareholder on the date on which the issue of the introduction of the action was debated at the general meeting. ... (3) The costs will be borne by the shareholders who brought the action. In case of admission, the shareholders are entitled to the reimbursement by the company of the amounts advanced with this title. ... (4) After final stay of the decision of the court of admission of the action provided in par. (1), the general meeting of shareholders, respectively the supervisory board will be able to decide to terminate the mandate of the administrators, directors and members of the supervisory board, respectively of the members of the directorate, and ... ---------- Alin. ((4) of art. 155 ^ 1 has been amended by section 4.2 15 15 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. ---------- Art. 155 ^ 1 was introduced by item 110 110 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 156 Repealed. ---------- Article 156 has been repealed by point 111 111 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 157 Repealed. ---------- Article 157 has been repealed by point (a) 111 111 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 158 Repealed. ---------- Article 158 was repealed by point (a). 111 111 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Section IV Financial audit, internal audit and censors + Article 159 (1) The joint-stock company shall have 3 censors and an alternate, if no higher number is provided by the articles of association. In all cases, the number of censors must be odd. ... (2) The censors shall be chosen by the general meeting of the shareholders. Their term of office is 3 years and can be re-elected. ... ((3) The censors must exercise their mandate in person. ... (4) In joint stock companies with majority state capital, one of the censors is necessarily representative of the Ministry of Economy and Finance. ... ---------- Article 159 has been amended by point 31 31 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 160 (1) The financial statements of the companies subject to the statutory audit obligation will be audited by financial auditors-natural persons or legal entities-, under the conditions provided by law. ... ---------- Alin. ((1) of art. 160 160 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". ((1 ^ 1) Stock companies that opt, pursuant to art. 153, for the dualistic administration system are subject to financial audit. ---------- Alin. ((1 ^ 1) of art. 160 160 has been introduced by section 114 114 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((1 ^ 2) Stock companies whose financial statements are subject to financial audit, according to the law or option, in this regard, of shareholders may not apply the provisions of art. 159 159 para. ((1), the decision in this regard being taken by the general meeting of shareholders. ---------- Alin. ((1 ^ 2) of art. 160 160 has been amended by section 32 32 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ((2) The companies whose annual financial statements are subject to the financial audit, according to the law or the decision of the shareholders, will organize the internal audit according to the norms developed by the Chamber of Financial Auditors in Romania. ... ---------- Alin. ((2) of art. 160 160 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (3) In companies whose annual financial statements are not subject, according to the law, to the financial audit, the ordinary general meeting of the shareholders will decide to contract the financial audit or to appoint the censors, as the case may be. ... ---------- Alin. ((3) of art. 160 160 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Article 160 ^ 1 The Board of Directors, respectively the directorate, shall register at the trade register any change of censors and financial auditors. ---------- Article 160 ^ 1 has been amended by section 1. 34 34 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 161 ((1) The censors may be shareholders, with the exception of the accounting expert censor, who may be a third party exercising the individual profession or in associative forms. ... ---------- Alin. ((1) of art. 161 161 has been amended by section 35 35 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) They cannot be censors, and if elected, they shall be of their mandate: ... a) relatives or afinii to the fourth degree inclusive or the spouses of the administrators; ... b) persons who receive in any form, for functions other than that of censor, a salary or remuneration from administrators or from the company or whose employers are in contractual relations or are in competition with it; ... c) persons who are prohibited as a member of the board of directors, respectively of the supervisory board and of the directorate, pursuant to art. 73 73 ^ 1; ... ---------- Lit. c) a par. ((2) of art. 161 161 has been amended by section 4.2 4 4 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 of 14 April 2009, which supplements art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007, with point 35 35 ^ 1. d) persons who, during the exercise of their duties conferred by this quality, have control powers within the Ministry of Public Finance or other public institutions, except as expressly provided by law. ... ((3) The censors are remunerated with a fixed allowance, determined by the articles of association or general assembly which appointed them. ... + Article 162 (1) In the event of death, physical or legal prevention, cessation or waiver of a censor's mandate, it shall be replaced by the alternate. ... (2) In the situation referred to in par. (1), as well as if the number of censors cannot be completed by replacing with alternates or no censor remains in office, the administrators will urgently convene the general assembly in order to appoint a new censor. ... ---------- Article 162 has been amended by section 4.2. 36 36 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 163 (1) The censors are obliged to supervise the management of the company, to verify that the financial statements are legally drawn up and in accordance with the books, if the latter are kept regularly and if the assessment of the patrimonial elements has been made according to the rules laid down for the preparation and presentation of ... ---------- Alin. ((1) of art. 163 163 has been amended by section 37 37 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) About all this, as well as the proposals they will consider necessary regarding the financial statements and the distribution of profit, the censors will present a detailed report to the general assembly. The method and procedure for reporting internal auditors are established according to the norms developed by the Chamber of Financial Auditors in Romania. ... ---------- Alin. ((2) of art. 163 163 has been amended by section 37 37 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (. The General Assembly may approve the annual financial statements only if they are accompanied by the report of the censors or, as the case may be, of financial auditors. ... ((4) Abrogat. ... ---------- Alin. ((4) of art. 163 163 has been repealed by section 6.6. 119 119 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (5) The censors or, as the case may be, the internal auditors will inform the members of the board of irregularities in the administration and the violations of the legal provisions and the provisions of the articles of association that they find, and the They will bring them to the general meeting. ... ---------- Alin. ((5) of art. 163 163 has been amended by section 118 118 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 164 (1) Censors have the right to obtain each month from administrators a situation about the course of operations. ... ((2) Abrogat. ... ---------- Alin. ((2) of art. 164 164 has been repealed by section 6.6. 120 120 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (3) It is forbidden for censors to communicate to shareholders in particular or third parties the data relating to the company's operations, found on the occasion of their ... + Article 164 ^ 1 (1) Any shareholder has the right to advertise to censors the facts about which he believes must be censored, and they will consider them to draw up the report to the general assembly. ... ((2) If the complaint is made by shareholders representing, individually or together, at least 5% of the share capital or a lower share, if the articles of association so provide, the censors are obliged to verify it. If they appreciate that the complaint is well-founded and urgent, they are obliged to immediately convene the general assembly and submit their comments. Otherwise, they must discuss the complaint at the first assembly. The General Assembly must take a decision on those complained against. ... (3) In the case of companies in which internal auditors were appointed, according to the law, any shareholder has the right to advertise to them the facts about which they believe to be verified Internal auditors will consider them to draw up the report to the board of directors, namely the supervisory board. If the complaint is made by shareholders representing, individually or together, at least 5% of the share capital or a smaller share, if the articles of association so provide, the internal auditors are obliged to verify the facts complained, and if they are confirmed, being recorded in a report that will be communicated to the board of directors, respectively to the supervisory board, and made available to the general meeting; in this case, the board of directors, respectively the council of supervision, is obliged to convene the general assembly. ... ---------- Art. 164 ^ 1 was introduced by item 121 121 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 165 (1) For the fulfilment of the obligation provided for in 163 163 para. (2), the censors will deliberate together; they, however, will be able to make separate reports, in case of misunderstanding, which will have to be presented to the general assembly. ... (2) For the other obligations imposed by law, censors will be able to work separately. ... (3) The censors shall pass in a special register their deliberations, as well as the findings made in the exercise of their mandate. ... + Article 166 (1) The maintenance and effects of the liability of the censors are determined by the rules of the ... (2) Their return may be made only by the general assembly, with the vote required at extraordinary assemblies. ... (3) Provisions art. 73 and 153 ^ 16 also apply to censors. ... ---------- Alin. ((3) of art. 166 166 has been amended by section 5 5 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 246 of 14 April 2009, amending section 38 38 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Section V About issuing bonds + Article 167 (1) The nominal value of a bond may not be less than 2,5 lei. ... ---------- Alin. ((1) of art. 167 167 has been amended by section 122 122 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((. Obligations on the same issue must be of equal value and shall grant their respective owners equal rights. ... ((3) Bonds may be issued in material form, in paper form, or in dematerialized form, by signing up to the account. ... + Article 168 Repealed. ---------- Article 168 was repealed by point (a). 123 123 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 169 Repealed. ---------- Article 169 has been repealed by point (a) 123 123 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 170 (1) The subscripting of the bonds shall be made on the copies of the prospectus. ... (2) The value of the subscribed bonds must be fully paid up. ... (3) The securities of the bonds must include the data provided for in the capital market legislation ... ---------- Alin. ((3) of art. 170 170 has been amended by section 124 124 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (. The securities shall be signed in accordance with the provisions of art. 93 93 para. ((4). ... (5) The nominal value of the convertible bonds in shares will have to be equal to that of the shares. ... + Article 171 (1) The bondholders may meet in general assembly in order to deliberate on their interests. ... (2) The assembly shall be convened at the expense of the company which issued the bonds, at the request of a number of holders representing the fourth part of the issued and non-refundable securities or, after the appointment of the representatives of the bondholders, to their request. ... (3) The provisions provided for the ordinary shareholders ' meeting shall also apply to the meeting of the bondholders, in terms of the forms, conditions, deadlines of the convocation, submission of securities and voting. ... (4) The issuing company may not participate in the deliberations of the meeting of the bondholders, on the basis of the bonds it possesses. ... (5) The bondholders will be able to be represented by trustees, other than administrators, directors, respectively members of the directorate, supervisory board or censors or officials of the company. ... ---------- Alin. ((5) of art. 171 171 has been amended by section 125 125 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 172 (1) The assembly of legally constituted bondholders may: ... a) appoint a representative of the bondholders and one or more alternates, with the right to represent them to society and the judiciary, fixing their remuneration; they may not take part in the management of the company, but will be able to assist in its general meetings; ... b) to carry out all the surveillance and defence of their common interests or to authorise a representative with their fulfilment; ... c) to constitute a fund, which will be able to be taken from the interest due to the bondholders, in order to meet the expenses necessary to defend their rights, while establishing the rules for the management of this fund; ... d) to object to any modification of the articles of association or of the terms of the loan, which may affect the rights of the bondholders; ... e) to rule on the issuance of new bonds. ... (2) The decisions of the assembly shall be brought to the attention of the company, no later than 3 days after their adoption. ... + Article 173 For the validity of the deliberations provided in art. 172 172 para. ((1) lit. a), b) and c) the decision is taken by a majority representing at least one third of the issued and non-reimbursed securities; in the other cases it is necessary to present in the assembly the holders representing at least two thirds of the non-refundable securities favourable to at least four fifths of the titles represented at the assembly. + Article 174 (1) The decisions taken by the meeting of the bondholders are also mandatory for the holders who did not take part in the assembly or voted against. ... (2) The decisions of the meeting of the bondholders may be sued by the holders who did not take part in the assembly or voted against and asked to insert it in the minutes of the meeting, within the deadline and with the effects shown. in art. 132 and 133. ... + Article 175 The legal action of the bondholder against the company is not admissible if it has the same object as the action brought by the representative of the bondholders or is contrary to a decision of the assembly of the holders of bonds. + Article 176 ((. Obligations shall be reimbursed by the issuing company at maturity. ... (2) Before maturity, the bonds of the same issue and of the same amount may be repaid, by lot, to a sum superior to their nominal value, determined by the company and publicly announced at least 15 days before the date of the draw. for lots. ... (3) Convertible bonds may be exchanged in shares of the issuing company, under the conditions set out in the prospectus of public offering. ... + Section VI About the company's books and annual financial statements + Article 177 (1) In addition to the records provided by law, the joint-stock companies shall keep: ... a) a register of shareholders showing, as the case may be, the name and surname, the personal numerical code, the name, domicile or headquarters of the shareholders with nominative shares, as well as the tips made in the account of the The record of shares traded on a regulated market/alternative trading system is performed in compliance with the capital market-specific legislation; ... ---------- Lit. a) a par. ((1) of art. 177 177 has been amended by section 4.2 126 126 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. b) a register of meetings and deliberations of general meetings; ... c) a register of the meeting and deliberations of the board of directors, respectively of the directorate and the supervisory board; ... ---------- Lit. c) a par. ((1) of art. 177 177 has been amended by section 4.2 126 126 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. d) repealed; ... ---------- Lit. d) a par. ((1) of art. 177 177 has been repealed by section 6.6. 127 127 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. e) a register of the deliberations and findings made by the censors and, as the case may be, by internal auditors, in the exercise of their mandate; ... ---------- Lit. e) a par. ((1) of art. 177 177 has been amended by section 4.2 126 126 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. f) a register of bonds, showing the total of the bonds issued and those reimbursed, as well as the name and surname, name, domicile or seat of the holders, when they are nominative. The bookkeeping of bonds issued in dematerialized form and traded on a regulated market or an alternative trading system will be held according to the capital market-specific legislation; ... ---------- Lit. f) a par. ((1) of art. 177 177 has been amended by section 4.2 126 126 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. g) any other registers provided for by special normative acts. ... ---------- Lit. g) a par. ((1) of art. 177 177 was introduced by section 4.2. 128 128 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) Registers provided in par. ((1) lit. a), b) and f) will be held through the care of the board of directors, respectively of the directorate, the one provided in lett. c) through the care of the organ concerned, and the one provided in lett. e) by the care of the censors or, as the case may be, of the internal auditors; ((1) lit. g) will be kept under the conditions provided by the respective normative acts. ... ---------- Alin. ((2) of art. 177 177 has been amended by section 129 129 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 178 (1) The administrators, respectively the members of the directorate, or, as the case may be, the entities that keep records of the shareholding according to the legal provisions have the obligation to make available to the shareholders and any other applicants the shareholding of that company and to issue them, upon request, at their own expense, certificates of such data. ... ---------- Alin. ((1) of art. 178 178 has been amended by section 39 39 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) They are also obliged to make available to shareholders and bondholders, under the same conditions, the registers provided in art. 177 177 para. ((1) lit. b) and f). ... + Article 179 The shareholder register and the bond register can be held manually or in computerized system. + Article 180 (1) The company may contract with a private independent registry company keeping the register of shareholders in computerized system and making records and other operations related to this register. ... ---------- Alin. ((1) of art. 180 180 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". (. The provisions of the preceding paragraph shall be applicable, accordingly, and in respect of the register of bonds. ... (3) The holding of the shareholders ' register and/or of the bond register by an authorized independent registry company is mandatory in the cases provided by law. ... (4) If the register of shareholders is held by an authorized independent register company, it is mandatory to mention in the commercial register of the firm and its premises, as well as any changes in respect of these identifiers. ... + Article 181 The Management Board, respectively the directorate, must submit to the censors, respectively to internal auditors and financial auditors, at least 30 days before the day set for the meeting of the general meeting the annual financial situation for the preceding financial year, together with their report and supporting documents. ---------- Article 181 has been amended by section 1. 131 131 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 182 (1) The annual financial statements will be drawn up under the conditions provided by law. ... (2) The annual financial statements of the companies will be verified or audited, according to the law. ... ---------- Alin. ((2) of art. 182 182 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Article 183 (1) From the profit of the company, at least 5% will be taken over each year for the formation of the reserve fund, until it reaches a minimum of the fifth part of the share capital. ... (2) If the reserve fund, after the establishment, has decreased due to any cause, it will be completed, in compliance with the provisions of par. ((1). ... (3) It is also included in the reserve fund, even if it has reached the amount provided in par. ((1), the surplus obtained by the sale of shares at a rate higher than their nominal value, if this surplus is not used for the payment of the issuance or amortisation expenses. ... (4) The founders will participate in profit, if this is provided in the articles of association or, in the absence of such provisions, it was approved by the extraordinary general meeting. ... (5) In all cases, the conditions of participation shall be determined by the general meeting, for each financial year. ... + Article 184 (1) The report of the censors or, as the case may be, of the financial auditor shall remain deposited at the headquarters of the company and of the branches within the 15 days preceding the meeting of the general meeting, in order to be consulted by the shareholders. ... (2) On request, the board of directors, respectively the directorate, shall issue to the shareholders copies of these documents. The amounts charged for the release of children may not exceed the administrative costs involved in providing them. ... ---------- Article 184 has been amended by section 6.6. 132 132 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 185 *) ((. Under the conditions laid down by Accounting Law no. 82/1991 , republished, the board of directors, respectively the directorate, is obliged to submit to the territorial units of the Ministry of Public Finance, in paper and electronic format or only in electronic form, having attached a signature Extended electronics, annual financial statements, their report, censors report or financial auditors ' report, as appropriate. ... (2) The Board of Directors, respectively the directorate of the parent company, defined by the applicable accounting regulations, is obliged to submit to the territorial units of the Ministry of Public Finance copies of the annual financial statements consolidated, the provisions of para. ((1) to be applied accordingly. ... (3) In order to carry out legal advertising, the Ministry of Public Finance shall transmit, electronically, to the National Trade Register Office copies of the following documents, in electronic form: the annual financial statements and, where applicable, the situations consolidated annual financial statements, the report and, where applicable, the consolidated report of the management board, the directorate, the censors report or the financial auditors ' report, as well as the economic and financial indicators required to perform legal advertising. The legal advertising shall be made by mentioning in the commercial register of the annual financial statements, accompanied by the report of the management board, respectively of the directorate, the censors report or the report of financial auditors, as well as by publishing the economic and financial indicators extracted from them. ... (4) Companies that have an annual turnover of over 10 million lei have the obligation to publish in the Official Gazette of Romania, Part IV, an announcement confirming the submission of the documents provided in par. ((1). ... ---------- Alin. ((4) of art. 185 185 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (5) For companies whose annual turnover does not exceed 10 million lei, the notice provided in par. (4) will be published, for free access, on the website of the National Trade Register Office. ... ---------- Alin. ((5) of art. 185 185 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (6) The Ministry of Public Finance and the National Trade Register Office will conclude a cooperation protocol, in order to transmit, in electronic format, the children and the information provided in par. ((3) and (5). ... ---------- Article 185 has been amended by section 1. 1 1 of art. I of EMERGENCY ORDINANCE no. 90 90 of 29 September 2010 , published in MONITORUL OFFICIAL no. 674 674 of 4 October 2010. + Article 186 The approval of the annual financial statements by the general meeting does not prevent the exercise of the action in liability, in accordance with 155. ---------- Article 186 has been amended by section 6.6. 134 134 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Chapter V Companies in the Joint Stock + Article 187 The provisions of this Chapter shall be supplemented by the rules on joint stock companies, except those relating to the dualistic administration system. ---------- Article 187 has been amended by section 6.6. 41 41 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 188 (1) The management of the company is entrusted to one or more associates. ... (2) The ordered associates shall be subject to the provisions laid down in art. 80-83, and to the commando associates those of art. 89 89 and 90. ... + Article 189 (1) In the joint stock company, the administrators will be able to be revoked by the general meeting of the shareholders, by a decision taken with the majority established for extraordinary meetings. ... (. The general assembly, by the same majority, shall elect another person instead of the revoked administrator, who has died or who has ceased to exercise his mandate. ... ---------- Alin. ((2) of art. 189 189 has been amended by section 42 42 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ((3) The appointment must also be approved by the other administrators, if there are more. ... (4) The new administrator becomes an associate. ... (5) The revoked administrator shall remain liable for unlimited liability to third parties for the obligations it has contracted during its administration, but may act in retrogression against the company. ... + Article 190 The associates, who are administrators, cannot take part in the deliberations of the general meetings for the election of the censors or, as the case may be, of the financial auditor, even if they possess shares of the company. ---------- Article 190 has been amended by section 6.6. 136 136 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Chapter VI Limited liability companies + Article 191 (. The decisions of the associates shall be taken at the general meeting. ... (2) By the articles of association it will be possible to establish that voting can also be done by correspondence. ... + Article 192 (. The General Assembly shall decide by the vote representing the absolute majority of the associates and of the social parties, unless otherwise provided for in the Articles of Association. ... (2) For the decisions having as object the amendment of the constitutive act, the vote of all the associates is necessary, unless the law or the articles of association provides otherwise. ... + Article 193 (1) Each social party entitles a vote. ... (. An associate may not exercise his right to vote in the deliberations of the assemblies of the associates relating to his or her contributions in kind or to the legal acts entered into between them and the company. ... (3) If the constituent legal assembly cannot make a valid decision because of the non-meeting of the required majority, the assembly convened again may decide on the agenda, whatever the number of associates and the share of the share capital represented by associates present. ... + Article 194 (1) The general meeting of the associates has the following main obligations: ... ---------- The introductory part of para. ((1) of art. 194 194 has been amended by section 4.2 137 137 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. a) approve the annual financial situation and establish the distribution of net profit; ... b) to designate administrators and censors, to revoke/dismiss them and to give them discharge of activity, as well as to decide to contract the financial audit, when it is not binding, according to the law; ... ---------- Lit. b) a par. ((1) of art. 194 194 has been amended by section 4.2 43 43 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. c) to decide to follow the administrators and censors for damages caused to the company, designating the person responsible to exercise it; ... ---------- Lit. c) a par. ((1) of art. 194 194 has been amended by section 4.2 43 43 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. d) to amend the articles of association. ... (2) In the latter case, if in the articles of association the right of withdrawal of the associate is provided for it does not agree with the amendments thereto, the provisions of art. 224 and 225. ... + Article 195 (1) The administrators shall be obliged to convene the assembly of the associates at the registered office, at least once a year or whenever necessary. ... (2) An associate or a number of associates, representing at least one fourth of the share capital, will be able to ask for the convocation of the general meeting, showing the purpose of this convocation. ... (3) The convocation of the assembly will be made in the form provided for in the articles of association, and in the absence of a special provision, by registered letter, at least 10 days before the day fixed for its holding, showing the agenda. ... + Article 196 The provisions laid down for joint stock companies, as regards the right to appeal the decisions of the general meeting, shall also apply to limited liability companies, the 15-day period provided for in art. 132 132 para. ((2) to run from the date on which the associate became aware of the decision of the general meeting he was attacking. + Article 196 ^ 1 (1) In the case of single-member limited liability companies, it shall exercise the powers of the general assembly of the company's associates. ... (2) The single associate shall immediately record, in writing, any decision adopted in accordance with par. ((1). ... (3) The single associate may have the status of employee of the limited liability company whose sole associate is. ... ---------- Alin. ((3) of art. 196 ^ 1 has been amended by section 4.2 44 44 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ((4) Eliminated. ... ---------- Alin. ((4) of art. 196 ^ 1 was deleted by the repeal of section 1. 45 45 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007 by point 6 6 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 246 of 14 April 2009. ---------- Art. 196 ^ 1 was introduced by item 138 138 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 197 (1) The company shall be administered by one or more administrators, associates or non-associates, appointed by the articles of association or general assembly. ... ((2) Administrators may not receive, without authorization of the assembly of associates, the mandate of administrator in other competing companies or having the same object of activity, nor to do the same kind of trade or other competitor on their own account or on the account another natural or legal person, under penalty of revocation and liability for damages. ... (3) Provisions art. 75, 76, 77 para. ((1) and 79 shall also apply to limited liability companies. ... ((4) The provisions relating to the management of public limited liability companies are not applicable to limited liability companies, whether or not they are subject to the obligation to audit. ... ---------- Alin. ((4) of art. 197 197 has been introduced by section 7 7 of art. unique from LAW no. 88 88 of 8 April 2009 , published in MONITORUL OFFICIAL no. 246 246 of 14 April 2009 supplementing art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007, with point 45 45 ^ 1. + Article 198 (1) The company must keep, through the care of the administrators, a register of the associates, in which the name and surname, name, domicile or seat of each associate, its share of the share capital, the transfer of the parties social or any other change concerning them. ... (2) The administrators shall respond personally and severally for any damage caused by non-compliance with the provisions of par. ((1). ... (3) The register may be investigated by associates and creditors. ... + Article 199 (1) Provisions art. 160 160 para. ((1), para. ((1 ^ 2) and para. (2), as well as of art. 160 160 ^ 1 shall apply accordingly. ... ---------- Alin. ((1) of art. 199 199 has been amended by section 46 46 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) In companies that do not fall within the provisions of art. 160 160 para. ((1), the assembly of associates may appoint one or more censors or a financial auditor. ... ---------- Alin. ((2) of art. 199 199 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (3) If the number of associates passes 15, the appointment of censors is mandatory. ... (4) The provisions laid down for the censors of joint stock companies shall also apply to censors in limited liability companies. ... (5) In the absence of censors or, as the case may be, financial auditor, each of the associates, who is not an administrator of the company, will exercise the right of control that the associates have in the companies in collective name. ... ---------- Alin. ((5) of art. 199 199 has been amended by section 139 139 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 200 The limited liability company cannot issue bonds. + Article 201 (1) Financial statements shall be drawn up according to the rules laid down for the joint stock company Following their approval by the general assembly of the associates, the administrators will submit to the trade register, within 15 days from the date of the general meeting, copies of the annual financial statements, in accordance with the provisions Accounting Law no. 82/1991 , republished, to be published in accordance with art. 185. ... ---------- Alin. ((1) of art. 201 201 has been amended by section 140 140 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) The provisions laid down for the reserve funds to the stock company, as well as those relating to the reduction of the share capital, shall also apply to limited liability companies. ... + Article 202 (1) The social parts may be transmitted between the associates. ... ((2) Transmission to persons outside the company is permitted only if it has been approved by associates representing at least three quarters of the share capital. ... (2 ^ 1) The decision of the assembly of the associates, adopted under the conditions (2), shall be submitted within 15 days to the trade register office, to be mentioned in the register and published in the Official Gazette of Romania, Part IV. ---------- Alin. (2 ^ 1) of art. 202 202 has been introduced by section 2 2 of art. XIII of EMERGENCY ORDINANCE no. 54 54 of 23 June 2010 , published in MONITORUL OFFICIAL no. 421 421 of 23 June 2010. (2 ^ 2) The trade register office shall transmit immediately, by electronic means, the decision provided in par. (2 ^ 1) to the National Agency for Fiscal Administration and to the general directions of the county public finances and the city of Bucharest. ---------- Alin. (2 ^ 2) of art. 202 202 has been introduced by section 2 2 of art. XIII of EMERGENCY ORDINANCE no. 54 54 of 23 June 2010 , published in MONITORUL OFFICIAL no. 421 421 of 23 June 2010. (2 ^ 3) The social creditors and any other persons prejudiced by the decision of the associates regarding the transmission of the social parts may make an application for opposition to ask the court to compel, as the case may be, the company or associations to repair the damage caused, as well as, if necessary, to attract the civil liability of the associate who intends to cede his or her shares. Art. 62 62 shall apply accordingly. ---------- Alin. ((2 ^ 3) of art. 202 202 has been introduced by section 2 2 of art. XIII of EMERGENCY ORDINANCE no. 54 54 of 23 June 2010 , published in MONITORUL OFFICIAL no. 421 421 of 23 June 2010. ((2 ^ 4) The transmission of the social parts will operate, in the absence of an opposition, at the expiry date of the opposition period provided for in 62, and if an opposition was made, on the date of communication of the decision rejecting it. ---------- Alin. ((2 ^ 4) of art. 202 202 has been introduced by section 2 2 of art. XIII of EMERGENCY ORDINANCE no. 54 54 of 23 June 2010 , published in MONITORUL OFFICIAL no. 421 421 of 23 June 2010. (3) In case of acquisition of a social part by succession, the provisions of par. (2) are not applicable if the constituent act does not have otherwise; in the latter case, the company is obliged to pay the social part to the successors, according to the last approved balance sheet. ... (4) If the legal maximum of associates were exceeded due to the number of successors, they will be obliged to designate a number of holders who will not exceed the legal maximum. ... (5) Provisions of para. (2) are also applicable in the case of mortgages on social parts, but only as regards its formation. ... ---------- Alin. ((5) of art. 202 202 has been introduced by section 4 4 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. + Article 203 ((1) The transmission of the social parts must be entered in the register of commerce and in the register of associates ... ((2) The transmission has an effect on third parties only from the moment of its registration in the commercial register. ... (3) The act of transmission of the social parts and the updated constituent act with the identification data of the new associates will be submitted to the trade register office, being subject to registration in the trade register according to the provisions of art. 204 204 para. ((4). ... ---------- Alin. ((3) of art. 203 203 has been introduced by section 3 3 of art. XIII of EMERGENCY ORDINANCE no. 54 54 of 23 June 2010 , published in MONITORUL OFFICIAL no. 421 421 of 23 June 2010. + Title IV Amendment of the Articles + Chapter I General provisions + Article 204 (1) The constitutive act may be amended by decision of the general meeting or of the Board of Directors, respectively the directorate, adopted pursuant to art. 114 114 para. (1), or by the court decision, under the conditions of art. 223 223 para. ((3) and art. 226 226 para. ((2). ... ---------- Alin. ((1) of art. 204 204 has been amended by section 47 47 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) The authentic form of the modifier adopted by the associates is mandatory when it has as its object: ... a) increase of the share capital by underwriting as a contribution in the nature of a building ... ---------- Lit. a) a par. ((2) of art. 204 204 has been amended by section 4.2 6 6 of art. 10, Section 3, Cap. II of LAW no. 71 71 of 3 June 2011 , published in MONITORUL OFFICIAL no. 409 409 of 10 June 2011. b) the modification of the legal form of the company in a company in a collective name or in a simple order; ... c) increase of the share capital by public subscription. ... (3) Provisions art. 17 17 para. ((1) shall also apply to the change of the name or to that of the continuation of the single-member limited liability company. ... ---------- Alin. ((3) of art. 204 204 has been amended by section 141 141 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (4) After each modification of the articles of association, the administrators, respectively the directorate shall submit to the trade register the modifier act and the full text of the articles of association, updated with all amendments, which will be registered under the conclusion of the delegated judge, except in the situations stipulated in art. 223 223 para. ((3) and in art. 226 226 para. (2), when the registration will be made on the basis of the final decision of exclusion or withdrawal. ... ---------- Alin. ((4) of art. 204 204 has been amended by section 16 16 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (5) The trade register office shall submit ex officio the modifying act thus registered and a notification on the submission of the updated text of the articles of association to the Autonomous Regia "Monitorul Oficial", to be published in the Official Gazette of the Romania, Part IV, at the expense of the company. ... ---------- Alin. ((5) of art. 204 204 has been amended by section 141 141 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (6) The amending act of the articles of association of a company in the collective name or in the simple order, in authentic form, shall be submitted to the office of the trade register, in compliance with the provisions of par. (4), and shall be mentioned in this register, without being mandatory to publish it in the Official Gazette of Romania, Part IV. ... ---------- Alin. ((6) of art. 204 204 has been amended by section 141 141 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (7) In the updated form according to par. (4) the names or names and other data identifying the founders and the first members of the organs of the company may be omitted. ... ---------- Alin. ((7) of art. 204 204 has been amended by section 141 141 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((8) Abrogat. ... ---------- Alin. ((8) of art. 204 204 has been repealed by section 6.6. 48 48 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (9) The omission is allowed only if at least 5 years have passed since the date of registration of the company and only if the articles of association do not provide otherwise. ... + Article 205 Changing the form of society, extending its duration or other changes to the constitutive act of society do not attract the creation of a new legal person + Article 206 (1) The private creditors of the associates of a company in the collective name, in the simple order or with limited liability may make opposition, under the conditions of art. 62, against the decision of the assembly of associates to extend the duration of the company beyond the original deadline, if they have rights established by a title enforceable ... (2) When the opposition has been admitted, the associations must decide, within one month from the date on which the decision has remained final, whether they understand to give up the extension or exclude the debtor's associate from the company. ... ---------- Alin. ((2) of art. 206 206 has been amended by section 17 17 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (3) In the latter case, the rights due to the debtor associate will be calculated on the basis of the last approved balance sheet. ... + Chapter II Reduction or increase of share capital + Article 207 (. The social capital may be reduced by: ... a) decrease in the number of shares or shares; ... b) the reduction of the nominal value of shares or shares; ... c) acquiring their own shares, followed by their cancellation. ... (2) The social capital may be reduced, when the reduction is not motivated by losses, by: ... a) the total or partial exemption of the associates from the payments due; ... b) return to shareholders of a quota-parts of the contributions, proportional to the reduction of the share capital and calculated equal for each action or social part; ... c) other procedures provided by law. ... + Article 208 ((1) The reduction of the share capital will be made only after the passage of two months from the day when the decision was published in the Official Gazette of Romania, Part IV. ... (2) The decision will have to respect the minimum of social capital, when the law fixes it, to show the reasons for the reduction and the procedure to be used for its performance. ... (3) The creditors of the company, whose claims are prior to the publication of the judgment, will be entitled to obtain guarantees for claims that have not become due by the date of that publication. They have the right to object to this judgment, in accordance with art. 62. ... ---------- Alin. ((3) of art. 208 208 has been amended by section 142 142 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (4) The reduction of the share capital has no effect and no payments are made for the benefit of the shareholders until the creditors have obtained the realization of their claims or adequate guarantees or until the date on which the court rejected the creditors ' request that inadmissible or, appreciating that the company offered creditors adequate guarantees or that, taking into account the company's asset, the guarantees are not necessary, rejected the creditors ' request as unfounded and the court ruling remained Definitive. ... ---------- Alin. ((4) of art. 208 208 has been amended by section 18 18 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (5) At the request of the creditors of the company, whose claims are prior to publication of the judgment, the court may compel the company to grant adequate guarantees if, reasonably, it can be assessed that the reduction of the share capital covering receivables, and the company did not grant guarantees to creditors, according to the provisions of para. ((3). ... ---------- Alin. ((5) of art. 208 208 was introduced by art. unique from LAW no. 284 284 of 14 November 2008 , published in MONITORUL OFFICIAL no. 778 of 20 November 2008, which supplements art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008, with point 3 3 ^ 2. + Article 209 When the company has issued bonds, it will not be possible to reduce the share capital by refunds made to the shareholders from the amounts reimbursed in the share account, than in proportion to the amount of the repaid + Article 210 (1) The share capital may be increased by the issuance of new shares or by increasing the nominal value of existing shares in exchange for new contributions in cash and/or in kind. ... (2) Also, new shares are released by incorporation of reserves, with the exception of legal reserves, as well as of the benefits or of the issuance premiums, or by compensating for liquid and chargeable claims on the company with its shares. ... (3) The favourable differences in the revaluation of the assets will be included in the reserves, without increasing the share capital. ... ((4) The increase of the share capital by increasing the nominal value of the shares can be determined only with the vote of all shareholders, unless it is realized by incorporating the reserves, benefits or premium of the issue. ... + Article 211 Repealed. ---------- Article 211 was repealed by point (a). 49 49 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 212 (1) The joint-stock company will be able to increase its share capital, in compliance with the provisions provided for in ... (2) In the case of public subscription, the prospectus of issue, bearing the authentic signatures of 2 of the members of the board of directors, respectively of the members of the directorate, shall be deposited at the trade register for the fulfilment of formalities provided in art. 18 18 and shall include: ... ---------- The operative part of par. ((2) of art. 212 212 has been amended by section 4.2 50 50 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. a) date and number of the company's registration in the commercial register ... b) the company name and seat; ... c) subscribed and paid-up share capital; ... d) the names and surnames of the administrators, respectively of the members of the directorate and the supervisory board, of the censors or, as the case may be, the financial auditor, ... ---------- Lit. d) a par. ((2) of art. 212 212 has been amended by section 4.2 144 144 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. e) the last approved financial situation, the censors report or the financial auditors ' report; ... f) dividends paid in the last 5 years or from the establishment, if, from this date, less than 5 years have passed; ... g) bonds issued by the company; ... h) the decision of the general meeting on the new share issue, their total value, their nominal number and value, their own kind, relations regarding the contributions, other than in cash, and the advantages granted to them, as well as the date from which will pay dividends. ... (3) The applicant will be able to invoke the nullity of the prospectus of issue which does not contain all the mentioned mentions, if he has not exercised in any way his rights and obligations as a shareholder ... + Article 213 The increase of the share capital of a company through the public offering of securities and/or the granting of the possibility to shareholders to trade their preference rights on the capital market is subject to the provisions of the market-specific legislation of capital. ---------- Article 213 has been amended by section 6.6. 145 145 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 214 In case of increase of the share capital by public offer, the administrators, respectively the members of the directorate, are jointly and severally liable for the accuracy of those shown in the issue prospectus, in the publications made by the company or in the requests addressed to the trade register office, in accordance with the provisions of the capital market legislation. ---------- Article 214 has been amended by section 4.2. 51 51 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 215 (1) If the increase of the share capital is made by contributions in kind, the general meeting that decided it will propose to the judge-delegate the appointment of one or more experts for the evaluation of these contributions, under the conditions of art. 38 38 and 39. ... ---------- Alin. ((1) of art. 215 215 has been amended by section 147 147 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((1 ^ 1) If the increase of the share capital is made for the realization of a merger or division and for the performance, if applicable, of the cash payments to the shareholders/associates of the company absorbed or divided, it is not necessary preparing the report referred to in paragraph ((1), if the draft merger or division was submitted to the examination of an independent expert according to the provisions of art. 243 ^ 3 para. ((1)-(4). ---------- Alin. ((1 ^ 1) of art. 215 215 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". ((. Aports in claims shall not be admitted. ... (3) After the submission of the expert report, the extraordinary general meeting convened again, having regard to the conclusions of the experts, may decide to increase the share capital. ... (4) The decision of the general meeting must include the description of the contributions in kind, the names of the persons who carry out them and the number of actions to be issued ... + Article 216 (1) The shares issued for the increase of the share capital will be offered for subscription, primarily to the existing shareholders, in proportion to the number of shares they possess. ... (2) The exercise of the right of preference will be possible only within the term decided by the general assembly or the board of directors, respectively directorate, under the conditions of art. 220 ^ 1 para. ((4), if the constituent act does not provide for another term In all situations, the term granted for the exercise of preference rights may not be less than one month from the date of publication of the decision of the general meeting, namely the decision of the board of directors/directorate, in the Official Gazette Romania, Part IV. After the expiry of this period, the shares will be offered for subscription to the public. ... ---------- Alin. ((2) of art. 216 216 has been amended by section 52 52 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ((3) Any increase of the share capital made in violation of this Article is cancellable. ... ---------- Article 216 has been amended by section 6.6. 148 148 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 216 ^ 1 Shareholders have a right of preference and when the company issues convertible bonds in shares. Art. 216 216 shall apply accordingly. ---------- Art. 216 ^ 1 was introduced by item 149 149 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 217 (1) The right of preference of shareholders may be limited or lifted only by the decision of the extraordinary general meeting of shareholders. ... (2) The Board of Directors, respectively the directorate, shall provide the extraordinary general meeting of the shareholders with a written report stating the reasons for the limitation or erection of the right of preference. This report will also explain how to determine the share value of the shares. ... (3) The decision will be taken in the presence of shareholders representing three quarters of the subscribed share capital, with the majority of the shareholders ' votes present ... (4) The decision will be made at the trade register office by the board of directors, respectively by the directorate, for mention in the commercial register and publication in the Official Gazette of Romania, Part IV. ... ---------- Article 217 has been amended by section 6.6. 150 150 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 218 Repealed. ---------- Article 218 has been repealed by point (a) 151 151 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 219 (. The decision of the general meeting on the increase of the share capital shall only take effect in so far as it is brought to fruition within one year of the date of adoption ... (2) If the proposed capital increase is not fully subscribed, the capital will be increased in the amount of subscriptions received only if the conditions of issue provide for this possibility. ... ---------- Article 219 has been amended by section 6.6. 152 152 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 220 ((1) Shares issued in exchange for cash contributions shall be paid, at the date of subscription, at least 30% of their nominal value and, in full, no later than 3 years from the date of publication in the Official Gazette of Romania, Part IV of the General Assembly decision. ... (2) In the same period, the shares issued in exchange for in-kind contributions will have to be ... (3) When a broadcast premium has been provided, it must be paid in full at the time of subscription. ... (4) Provisions art. 98 98 para. ((3) and art. 100 100 remain applicable. ... + Article 220 ^ 1 (1) By the articles of association, the board of directors, respectively the directorate, may be authorized that, in a certain period, which may not exceed 5 years from the date of registration of the company, to increase the subscribed share capital up to a nominal value determined (authorized capital), by issuing new shares in exchange for the contributions. ... (2) Such authorization may also be granted by the general meeting of the shareholders, by a modification of the articles of association, for a certain period, which may not exceed 5 years from the date of registration of the modification. The constitutive act may increase the quorum requirements for such a modification. ... (3) The nominal amount of the authorized capital may not exceed half of the subscribed share capital, existing at the time of authorization. ... (4) By authorization granted according to par. ((1)-(3), to the board of directors, respectively to the directorate, may be conferred on it and the power to decide to restrict or raise the right of preference of existing shareholders. This authorization shall be granted to the board of directors, respectively to the directorate, by the general meeting, under the conditions of quorum and majority provided in art. 217 217 para. ((3). The decision of the board of directors, respectively of the directorate, regarding the restriction or erection of the right of preference shall be submitted to the trade register office, for mention in the trade register and publication in the Official Gazette of Romania, Part IV. ... ---------- Alin. ((4) of art. 220 ^ 1 has been amended by section 4.2 53 53 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Art. 220 ^ 1 was introduced by item 153 153 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 221 The limited liability company may increase its share capital, in the ways and from the sources provided by art. 210. ---------- Article 221 has been amended by section 6.6. 54 54 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Title V Exclusion and withdrawal of associates + Article 222 (1) It may be excluded from the company in the collective name, in simple or limited liability: ... a) the associate who, put in late, does not bring the contribution to which he obliged; ... b) the associate with unlimited liability in bankruptcy or who has become legally incapacitated; ... c) the unlimited liability associate who mixes without right into administration or contravenes the provisions of art. 80 80 and 82; ... d) the associate administrator who commits fraud at the expense of the company or is served by social signature or social capital for the benefit of himself or others. ... (2) The provisions of this article shall also apply to the authorities in the joint stock. ... + Article 223 ((. Exclusion shall be pronounced by court decision at the request of the company or any associate. ... (2) When the exclusion is required by an associate, the company and the defendant will be quoted. ... (3) As a result of the exclusion, the court will order, by the same decision, the structure of participation in the share capital of the other associates. ... (3 ^ 1) The judgment by which the court rules on the request for exclusion is subject only to the appeal. ---------- Alin. (3 ^ 1) of art. 223 223 has been introduced by section 19 19 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (4) The final decision of exclusion shall be submitted, within 15 days, to the office of the trade register to be registered in the register, and the device of the decision shall be published, at the request of the company, in the Official Gazette of Romania, Part IV. ... ---------- Alin. ((4) of art. 223 223 has been amended by section 20 20 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 224 (1) The excluded associate is liable for losses and has the right to benefits until the day of his exclusion, but he will not be able to ask for their liquidation until they are assigned according to the provisions of the articles of association. ... (2) The excluded associate is not entitled to a proportional part of the social patrimony, but only to a sum of money to represent its value. ... + Article 225 (1) The excluded associate remains obliged to third parties for the operations made by the company, until the day of the final stay of the exclusion decision. ... (2) If, at the time of exclusion, there are operations in the process of execution, the associate is obliged to bear the consequences and will not be able to withdraw his due party until after the end of those operations. ... + Article 226 (1) The associate in the company in the collective name, in the simple order or in the limited liability company may withdraw from the company: ... a) in cases provided for in the articles of association; ... a ^ 1) in the cases provided in art. 134 134; ---------- Lit. a ^ 1) a par. ((1) of art. 226 226 was introduced by section 4.2. 4 4 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. b) with the consent of all other associates ... c) in the absence of provisions in the articles of association or when the unanimous consent is not carried out the associate may withdraw for thorough reasons, based on a decision of the tribunal, subject only to the appeal. ... ---------- Lit. c) a par. ((1) of art. 226 226 has been amended by section 4.2 21 21 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (1 ^ 1) The right of withdrawal may be exercised, in the cases provided in par. ((1) lit. a) and b), within 30 days from the date of publication of the decision of the general meeting of the associates in the Official Gazette of Romania, Part IV. Art. 134 134 para. ((2 ^ 1) shall apply accordingly. ---------- Alin. ((1 ^ 1) of art. 226 226 has been introduced by section 5 5 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (2) In the situation referred to in par. ((1) lit. c), the court will order, by the same decision, the structure of participation in the share capital of the other associates. ... (3) The rights of the secluded associate, due to its social parts, shall be established by the agreement of the associates or by an expert appointed by them or, in case of misunderstanding, by the court. The assessment costs will be borne by the company. ... ---------- Alin. ((3) of art. 226 226 has been amended by section 6 6 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. + Title VI Dissolution, merger and division of companies Dissolution, merger and division of companies ---------- The name of Title VI has been amended by point 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Chapter I Dissolution of companies + Article 227 (1) The company shall dissolve by: ... a) the passage of time for the duration of ... b) the impossibility of accomplishing the object of activity of the company or ... c) declaration of invalidity; ... d) judgment of the general meeting ... e) the judgment of the tribunal, at the request of any associate, for thorough reasons, such as the serious misunderstandings between the associates, which impede the ... f) bankruptcy of the company; ... g) other causes provided by law or by the articles of association of the company. ... (2) In the case provided in par. ((1) lit. a), the associations must be consulted by the board of directors, respectively by the directorate, at least 3 months before the expiry of the duration of the company, with regard to its eventual extension. In absentia, at the request of any of the associates, the tribunal may order, by conclusion, the conduct of the consultation 119 119 para. ((3). ... ---------- Alin. ((2) of art. 227 227 has been amended by section 154 154 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (3) If the procedure referred to in paragraph (2) is not fulfilled, at the expiration of the duration mentioned in the articles of association any interested person or the National Trade Register Office may refer the matter to the judge-delegate for the finding of dissolution of the company. ... ---------- Alin. ((3) of art. 227 227 has been introduced by section 4 4 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. (4) The liquidation and deregistration of the company shall be made according to the provisions 237 237 para. ((6)-(10). ... ---------- Alin. ((4) of art. 227 227 has been introduced by section 4 4 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 228 (. The Joint Stock Company shall dissolve: ... a) in the case and under the conditions provided in art. 153 153 ^ 24; ... b) in the case and under the conditions provided in art. 10 10 para. ((3). ... (2) Provisions of para. ((1) lit. a) is also properly applied to the limited liability company. ... ---------- Alin. ((2) of art. 228 228 has been introduced by section 55 55 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ---------- Article 228 has been amended by section 4.2. 155 155 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 229 (1) Companies in collective or limited liability shall dissolve by bankruptcy, failure, exclusion, withdrawal or death of one of the associates, when, due to these causes, the number of associates has reduced to one. ... (2) It shall be exempted when in the articles of association there is a continuation clause with the heirs or when the remaining associate decides to continue the existence of the company in the form of a limited liability company with unique associate. ... (3) The provisions of the preceding paragraphs shall also apply to companies in simple order or joint order, if those cases concern the only associate or commander. ... + Article 230 (1) In companies in collective names, if an associate dies and if there is no contrary convention, the company must pay the due party to the heirs, after the last approved balance sheet, within 3 months of notification of death the associate, if the remaining associates do not prefer to continue the society with the heirs who consent to it. ... (2) Provisions of para. (1) shall also apply to companies in simple order, in the event of the death of one of the associates ordered, unless his heirs do not prefer to remain in the company in this capacity. ... (3) The heirs remain liable, according to art. 224, until the changes are published. ... + Article 231 (1) In case of dissolution of the company by decision of the associates, they will be able to return, with the majority required for the amendment of the constitutive act, on the decision taken, as long as no distribution of the asset has been made. ... (2) The new decision is mentioned in the trade register, after which the trade register office will send it to the Official Monitor of Romania, for publication in Part IV, at the expense of the company. ... (3) Creditors and any interested party may object to the court against the judgment, under the terms of art. 62. ... + Article 232 (1) The dissolution of the companies must be registered in the commercial register and published in the Official Gazette of Romania, Part IV, apart from the case provided in art. 227 227 para. ((1) lit. a). ... ---------- Alin. ((1) of art. 232 232 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (2) Registration and publication will be made according to art. 204, when the dissolution takes place on the basis of a decision of the general assembly, and within 15 days from the date on which the court decision remained final, when the dissolution was delivered by the judiciary. ... ---------- Alin. ((2) of art. 232 232 has been amended by section 22 22 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (3) In the case provided for in art. 227 227 para. ((1) lit. f), the dissolution is pronounced by the court invested with the bankruptcy procedure. ... + Article 233 (1) The dissolution of the company has the effect of opening the liquidation procedure. The dissolution takes place without liquidation, in the case of the merger or the total division of the company or in other cases provided by law. ... (2) From the moment of dissolution, the directors, the administrators, respectively the directorate, can no longer undertake new operations. Otherwise, they are personally and severally liable for the actions taken. ... ---------- Alin. ((2) of art. 233 233 has been amended by section 156 156 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (3) The prohibition provided in par. ((2) shall apply from the day of expiry of the term fixed for the duration of the company or from the date on which the dissolution was decided by the general meeting or declared by the court ... (4) The company retains its legal personality for the operations of liquidation until its termination. ... + Article 234 The dissolution of the company before the expiry of the term fixed for its duration has an effect on third parties only after the passage of a period of 30 days from the publication in the Official Gazette of Romania, Part IV. + Article 235 (1) In companies in collective names, in simple order and in those with limited liability, associations may decide, with the dissolution, with the quorum and the majority provided for the amendment of the articles of association, and the manner of liquidation of the company, then when I agree on the distribution and liquidation of the company's assets and when it ensures the settlement of the liability or its regularisation in agreement with the creditors. ... (2) By unanimous vote of the associates may also be decided on the way in which the remaining assets after the payment of the creditors will be divided among the associates. In the absence of unanimous agreement on the division of goods, the liquidation procedure provided for by this law will be followed. ... ---------- Alin. ((2) of art. 235 235 has been introduced by section 157 157 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((3) The transmission of ownership of the remaining goods after payment of creditors takes place on the date of the company's deregistration of the ... ---------- Alin. ((3) of art. 235 235 has been introduced by section 157 157 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (4) The Register shall issue to each associate a certificate of ownership of the distributed assets, on the basis of which the associate may proceed to the registration of immovable property in the land register. ... ---------- Alin. ((4) of art. 235 235 has been introduced by section 157 157 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 236 Repealed. ---------- Article 236 was repealed by point (a) 158 158 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 237 (1) At the request of any interested person, as well as the National Trade Register Office, the Tribunal will be able to pronounce the dissolution of the company in cases where: ... a) the company no longer has statutory bodies or they can no longer meet; ... b) the shareholders/associates have disappeared or do not have the known residence or the known residence; ... c) the conditions regarding the registered office are no longer fulfilled, including as a result of the expiration of the duration of the act certifying the right of use on the space with the destination of registered office or the transfer of on the premises of a registered office; ... d) ceased the activity of the company or was not resumed the activity after the period of temporary inactivity, announced to the tax authorities and registered in the commercial register, period that cannot exceed 3 years from the date of registration in the register trade; ... e) the company did not complete its share capital, under the law; ... f) the company did not submit its annual financial statements and, as the case may be, the consolidated annual financial statements, as well as the accounting reports to the territorial units of the Ministry of Public Finance, within the period provided by law, delay exceeds 60 working days; ... g) the company did not submit to the territorial units of the Ministry of Public Finance, within the period provided by law, the declaration that it did not carry out activity from the establishment, if the delay period exceeds 60 working days. ... (2) The list of companies for which the National Trade Register Office is to formulate dissolution actions shall be displayed on its website or on the online service portal at least 15 calendar days before and shall be transmitted. Ministry of Public Finance-National Agency for Fiscal Administration. ... (3) The decision of the court to dissolve is communicated to the company, to the trade register office for the registration of the dissolution mention in the trade register, to the Ministry of Public Finance- Fiscal-county administration of public finances/administration of public finances of the sector, shall be published in the Official Gazette of Romania, Part IV, on the website of the National Trade Register Office or on the portal of online services of the latter. In the case of several dissolution decisions, for the situations provided in par. (1), the advertising may be made in the form of a table comprising: the number of orders in the trade register, the unique registration code, the name, the legal form and the headquarters of the dissolved company, the court that ordered the dissolution, the number of the the number and date of the dissolution decision, in which case the publication rates in the Official Gazette of Romania, Part IV, shall be reduced by 50%. ... (4) The publication of the decision in the Official Gazette of Romania, Part IV, shall be made at the expense of the holder of the dissolution request, which can be directed against the company for the recovery of costs. ... (5) Any interested person may only appeal against the dissolution decision, within 30 days from the date of publication of the decision in the Official Gazette of Romania, Part IV. The caller will submit a copy of the call to the trade register office, for mention in the trade register. ... (6) After the final stay of the court decision of dissolution, the legal person shall enter into liquidation, according to the provisions of this law. The National Trade Register Office, at the request of any interested person, including the Ministry of Public Finance-National Agency for Fiscal Administration, proceed to the appointment of a liquidator enrolled in the Practitioners ' Picture in Insolvency. The remuneration of the liquidator is made from the wealth of the dissolved company or, in absence, from the liquidation fund, constituted according to the law The remuneration of the liquidator is in the fixed amount of 1.000 lei, the final statement of the expenses made by the liquidator in connection with the liquidation of the company will be made, for the situation in which there are no assets in the wealth of the dissolved company, by National Union of Insolvency Practitioners in Romania, at the request of the liquidator. ... (7) Resolutions delivered under the conditions of par. (6) shall be communicated electronically to the appointed liquidator, shall be published on the website of the National Trade Register Office and on its online service portal and shall be registered in the commercial register. In the exercise of its liquidation duties, when the liquidator is appointed by the National Trade Register Office, at the request of any interested person, it shall be exempt from any charge, tariff, commission, stamp duty and the like. ... (8) If within 3 months from the date of final stay of the dissolution decision no application was made for the appointment of the liquidator according to the provisions of par. ((6), the National Trade Register Office or any interested person may request the court to deregister the company from the trade register. ... (9) The list of companies for which the National Trade Register Office is to formulate deregistration actions, according to the provisions of par. (8), shall be displayed on the website of the National Trade Register Office or on its online service portal at least 15 calendar days before and shall be transmitted to the Ministry of Public Finance- Tax Administration. ... (10) The judgment of the court of which the deregistration was issued shall be communicated to the company, to the trade register office for the deregistration of the company from the commercial register, to the Ministry of Public Finance- the county administration of public finances/public finance administration of the sector and shall be published, free of charge, on the website of the National Trade Register Office or on its online service portal. In the case of several court orders for deregistration, advertising may be made in the form of a table comprising: the order number in the trade register, the unique registration code, the name, the legal form and the seat of the dissolved company, the court that ordered the dissolution, the file number, the number and the date of the dissolution decision. ... (11) Any interested person may only appeal against the deletion decision, within 30 days from the performance of the advertising according to the provisions of par. ((9). The caller will submit a copy of the call to the trade register office, for mention in the trade register. ... ((12) The visualization of the dissolution and deregistration decisions and the resolutions of appointment of the liquidator, published on the website of the National Trade Register Office or on its online service portal, shall be made free of charge. ... (13) The remaining assets of the patrimony of the legal person radiated from the commercial register, under the conditions (8)-(10), return to shareholders/associates. ... ---------- Article 237 has been amended by section 6.6. 5 5 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. + Article 237 ^ 1 (1) When an associate responds indefinitely to the obligations of the company for the duration of its operation, its liability for these obligations will be unlimited and in the phase of dissolution and, if applicable, the liquidation of the company. ... (2) When, during the operation of the company, an associate is liable for its obligations within the limits of the contribution to the share capital, its liability shall be limited to that contribution and in the event of dissolution and, where appropriate, the liquidation of the society. ... (3) The associate who, in the fraud of creditors, abuses the limited nature of his liability and the distinct legal personality of the company is unlimited for the unpaid obligations of the dissolved and liquidated company. ... (4) The liability of the associate becomes unlimited under the conditions of par. ((3), in particular where it has the goods of the company as if it were its own goods or if it diminishes the company's asset for the personal benefit or of third parties, knowing or having to know that in this way the company will no longer be able to execute its obligations. ... ---------- Art. 237 ^ 1 was introduced by item 58 58 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Chapter II Merger and division of companies + Article 238 (1) The merger is the operation by which: ... a) one or more companies are dissolved without going into liquidation and transfer the totality of their assets to another company in exchange for distribution to the shareholders of the company or companies absorbed by the shares in the acquiring company and, A cash payment of not more than 10% of the nominal value of the shares thus distributed; or ... b) several companies are dissolved without going into liquidation and transfer the totality of their assets to a company they constitute, in exchange for the distribution to their shareholders of shares in the newly constituted company and, possibly, a cash payments of up to 10% of the nominal value of the shares thus distributed. ... ---------- Alin. ((1) of art. 238 238 has been amended by section 59 59 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ((2) Diving is the operation by which: ... a) a company, after it is dissolved without going into liquidation, transfers to several companies the totality of its patrimony, in exchange for the distribution to the shareholders of the company divided by shares in the beneficiary companies and, possibly, of a payment cash of not more than 10% of the nominal value of the shares thus assigned; ... b) a company, after it is dissolved without going into liquidation, transfers the totality of the patrimony or several newly constituted companies, in exchange for the distribution to the shareholders of the company divided by shares in the newly constituted companies and, possibly, of a cash payment of a maximum of 10% of the nominal value of the shares thus distributed. ... ---------- Alin. ((2) of art. 238 238 has been amended by section 59 59 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ((2 ^ 1) The division may also take place by the simultaneous transfer of the patrimony of the divided company to one or more existing companies and one or more newly-constituted companies. Provisions of para. ((2) shall apply accordingly. ---------- Alin. (2 ^ 1) of art. 238 238 has been introduced by section 60 60 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (3) The merger or division may also be made between companies of different forms. ... (4) Merger or division as defined in paragraph 1. ((1) or (2), may be effected even if the dissolved companies are in liquidation, provided that they have not yet started the distribution between the associates of the assets that would be due to the liquidation. ... ---------- Article 238 has been amended by section 6.6. 160 160 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 239 (1) The merger or division shall be decided by each individual company, under the conditions laid down for the amendment of the constitutive act of the company. ... (2) When the shares are of several categories, the decision on the merger/division, pursuant to art. 113 lit. h), is subordinated to the result of the vote by category, given under art. 115. ... (3) If, by merger or division, a new company is established, it shall be constituted under the conditions laid down by this law for the form of a company agreed. ... + Article 240 Repealed. ---------- Article 240 has been repealed by point (a) 161 161 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 241 The managers of the companies to participate in the merger or division shall draw up a draft merger or division, which shall include: a) the form, name and registered office of all the companies involved in the merger or division; ... b) the foundation and conditions of the merger or division; ... c) the conditions of the allocation of shares in the acquiring company or the beneficiary companies; ... d) the date from which the shares or shares referred to in lett. c) give the holders the right to participate in the benefits and any special conditions affecting this right; ... e) the exchange rate of shares or shares and the amount of any cash payments; ... f) the amount of the merger or division premium; ... g) the rights conferred by the acquiring company or the beneficiary of the holders of shares that confer special rights and those who hold other securities other than the shares or the measures proposed in respect thereof; ... h) any special advantage granted to the experts referred to in art. 243 ^ 3 and members of the administrative or supervisory bodies of the companies involved in the merger or division; ... i) the date of the financial statements of the participating companies, which were used to determine the conditions of the merger or division; ... ---------- Lit. i) of art. 241 241 has been amended by section 4.2 5 5 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. j) the date from which the transactions of the company absorbed or divided are considered to be from an accounting point of view as belonging to the acquiring company or to one or another of the beneficiary companies; ... k) in the case of division: ... -the exact description and distribution of the assets and liabilities to be transferred to each of the recipient companies; -the distribution to the shareholders or associations of the company divided by shares, namely social parts, to the beneficiary companies and the criterion on the basis of which the distribution is made. ---------- Article 241 has been amended by section 6.6. 162 162 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 241 ^ 1 (1) If an asset item is not assigned to the splitting project and if the interpretation of the project does not allow a decision on its distribution, the asset in question or its consideration shall be distributed among all the beneficiary companies, in proportion to the share of the net asset allocated to the companies concerned, in accordance with the draft division. ... (. If a liability item is not assigned to the draft division and if the interpretation of the project does not allow a decision on its distribution, the beneficiary companies shall be jointly liable for the liability item concerned. ... (3) If a creditor has not obtained the achievement of its claim from the company to which the claim is distributed by division, all the companies participating in the division are liable for the obligation in question, up to the value of the net assets that they have been distributed by division, with the exception of the company to which that obligation was assigned, which is unlimited in reply *). ... ---------- Alin. ((3) of art. 241 ^ 1 was introduced by section 1. 2 2 of art. I of EMERGENCY ORDINANCE no. 90 90 of 29 September 2010 , published in MONITORUL OFFICIAL no. 674 674 of 4 October 2010. ---------- Art. 241 ^ 1 was introduced by item 163 163 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 242 (1) The draft merger or division, signed by the representatives of the participating companies, shall be submitted to the trade register office where each company is registered, accompanied by a declaration of the company which ceases to exist following merger or division as to how it has decided to put out its liabilities, as well as a declaration on how to publish the draft merger or division. ... ---------- Alin. ((1) of art. 242 242 has been amended by section 7 7 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (2) The draft merger or division, targeted by the delegated judge, shall be published in the Official Gazette of Romania, Part IV, at the expense of the parties, in full or in extract, according to the disposition of the delegated judge or the request of the parties, with the a little 30 days before the dates of the meetings in which the extraordinary general meetings are to decide, pursuant to art. 113 lit. h), on mergers/divisions. ... (2 ^ 1) If it owns a web page, the company may replace the publication in the Official Gazette of Romania, Part IV, provided in par. (2), with the advertising carried out via its own web page, for a continuous period of at least one month before the extraordinary general meeting to decide on the merger/division, the period ending no earlier than the end of the general meeting ---------- Alin. (2 ^ 1) of art. 242 242 has been introduced by section 8 8 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (2 ^ 2) The company that opted for the advertising of the draft merger according to par. (2 ^ 1) must ensure the technical conditions for the continuous and uninterrupted display and free of charge of the documents provided by law for the entire period provided in par. ((2 ^ 1). The company has the task of proving the continuity of advertising and ensuring the security of its own website and the authenticity of the documents displayed ---------- Alin. (2 ^ 2) of art. 242 242 has been introduced by section 8 8 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (2 ^ 3) In case of advertising under the conditions of par. (2 ^ 1), the office of the trade register where the company is registered will publish, free of charge, on its own website, the draft merger or division. ---------- Alin. ((2 ^ 3) of art. 242 242 has been introduced by section 8 8 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (3) The National Trade Register Office will transmit to the National Agency for Fiscal Administration, within 3 days from the submission of the draft merger/division, an announcement on the submission of the project. The conditions of cooperation between the two institutions for the implementation of the provisions of this paragraph will be established by protocol *). ... ---------- Alin. ((3) of art. 242 242 has been introduced by section 3 3 of art. I of EMERGENCY ORDINANCE no. 90 90 of 29 September 2010 , published in MONITORUL OFFICIAL no. 674 674 of 4 October 2010. + Article 243 *) ((. Creditors of companies taking part in the merger or division shall be entitled to adequate protection of their interests. In order to obtain adequate guarantees, any creditor holding a certain claim, liquid and prior to the publication of the draft merger or division, in one of the modalities provided for in art. 242, non-cadence at the date of publication, the satisfaction of which is endangered by the implementation of the merger/division, may make opposition, under the conditions of this article. ... ---------- Alin. ((1) of art. 243 243 has been amended by section 9 9 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (2) The opposition shall be made within 30 days from the date of publication of the draft merger or division in the Official Gazette of Romania, Part IV. It shall be submitted to the trade register office, which, within 3 days from the date of submission, shall mention it in the register and submit it to the competent court. The ruling on the opposition is only subject to appeal. ... ---------- Alin. ((2) of art. 243 243 has been amended by section 25 25 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. ((3) Formulation of an opposition under par. ((1) does not have the effect of suspending the execution of the merger or division and does not prevent the completion of the merger or division. ... (4) If the creditor does not prove that the satisfaction of his claim is endangered by the implementation of the merger or if, from the examination of the financial and operational situation of the debtor company/the successor company in the rights and the obligations of the debtor company, it follows that it is not necessary to provide adequate guarantees or, where appropriate, to new guarantees or the debtor company or the successor company in the rights and obligations of the debtor company has shown the payment debts or parties have entered into an agreement to pay debts or already exist guarantees or privileges appropriate to satisfy the claim, the court rejects the opposition. The court also rejects the opposition if it is refused by the creditor to establish, within the deadline set by the court by conclusion, the guarantees offered according to par. ((5). ... ---------- Alin. ((4) of art. 243 243 has been amended by section 9 9 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (5) If the debtor company or, as the case may be, the successor company in the rights and obligations of the debtor company made in the course of the process an offer for the establishment of guarantees or privileges appreciated by the court as necessary and appropriate to satisfy the creditor's claim, the court will give a conclusion by which it will grant the parties a deadline for the constitution of those guarantees. The conclusion given by the court is subject to appeal with the fund ... ---------- Alin. ((5) of art. 243 243 has been amended by section 25 25 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. (6) If the debtor company or, where applicable, the successor company in the rights and obligations of the debtor company does not provide adequate guarantees or privileges for the satisfaction of the claim or, even if it offers guarantees or privileges, does not constitute them, of cases attributable to him, within the time limit set by the court by conclusion, according to par. (5), the court accepts the opposition and obliges the debtor company or, as the case may be, the successor company in the rights and obligations of the debtor company to the payment of the claim immediately or within a certain period established according to the value of the claim the liabilities of the debtor company or, where applicable, of the successor company in the rights and obligations of the debtor company. The decision to admit the opposition is enforceable. ... ((7) The opposition under this Article shall be adjudicated by urgency and in particular. ... ((8) Creditors of companies participating in division or merger that meet the conditions to make opposition according to par. ((1) may make an application for opposition under art. 61 61 para. ((1) against the decision of the statutory body of the company regarding amendments to the articles of association only if they concern changes other than those arising from or in connection with the division or merger process. ... (9) The provisions of this Article do not apply to claims of the nature of salary rights deriving from individual employment contracts or applicable collective agreements, which meet the conditions provided in par. ((1), the protection of which is carried out according to Law no. 67/2006 on the protection of employees ' rights in the case of the transfer of the undertaking, the establishment or parts thereof, as well as other applicable laws. ... ---------- Article 243 has been amended by section 6.6. 4 4 of art. I of EMERGENCY ORDINANCE no. 90 90 of 29 September 2010 , published in MONITORUL OFFICIAL no. 674 674 of 4 October 2010. + Article 243 ^ 1 (1) In the case of a merger, holders of securities other than shares, which confer special rights, must be granted within the acquiring company rights at least equivalent to those they held in the absorbed company, unless the amendment of the rights in question is approved by a meeting of the holders of such securities or individually by the holders of such securities or of the case in which the holders have the right to obtain the redemption their titles. ... (2) In the case of a division, holders of securities other than shares, which confer special rights, must be granted within the recipient companies to which they may oppose the rights arising from such securities, in compliance with the draft division, rights at least equivalent to those enjoyed in the divided society, unless the amendment of the rights in question is approved by a meeting of the holders of such securities or by them individually or where the holders have the right to obtain redemption of securities held. ... ---------- Art. 243 ^ 1 was introduced by item 165 165 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 243 ^ 2 (1) The administrators of the companies participating in the merger or the division must draw up a written, detailed report explaining the draft merger or division and specifying its legal and economic foundation, in particular as regards the at the share exchange rate. In the case of division, the report will also include the share distribution criterion. ... (. The report shall also describe any particular difficulties arising in carrying out the assessment. ... ((3) In the case of division, the management report shall include, where appropriate, information on the preparation of the report for the assessment of the contributions according to the provisions of art. 215, for the beneficiary companies, and the register to which it must be submitted. ... ---------- Alin. ((3) of art. 243 ^ 2 was amended by section 4.2. 10 10 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (4) The administrators of the divided company or, as the case may be, of each company involved in the merger must inform the general meeting of their company and the administrators of the other companies involved in the operation so that they be able to inform, in turn, the general meetings of the respective companies on any substantial modification of the assets and liabilities intervening between the date of drawing up the draft division/merger and the date of the general meetings to be decide on this project. The obligation of information to shareholders/associates and to the administrators of the other companies involved in the merger/division subsistence operation and in cases where, in application of art. 246 ^ 1, the general meeting of shareholders/associates is not convened. ... ---------- Alin. ((4) of art. 243 ^ 2 was amended by section 4.2. 10 10 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (5) Preparation of the report provided in par. (1) and communication of the information provided in par. ((4) are not necessary if they so decide all shareholders/associates and all holders of other securities that confer voting rights on each of the companies participating in the merger or division. ... ---------- Alin. ((5) of art. 243 ^ 2 was introduced by section 4.2. 11 11 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. ---------- Art. 243 ^ 2 was introduced by item 165 165 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 243 ^ 3 (1) One or more experts, natural or legal persons, acting on account of each of the companies participating in the merger or division, but independently of them, shall be appointed by the judge-delegate to examine the draft merger or division and draw up a written report to the shareholders. ... (2) This report shall state whether the exchange rate of shares or shares is fair and reasonable. The report will also indicate the method or methods used to determine the proposed exchange rate, specify whether the method or methods used are appropriate for the respective case, will indicate the values obtained by applying each of these methods and will contain the opinion of experts on the share attributed to the methods in question for obtaining the value retained The report will also describe any particular difficulties in carrying out the assessment. ... (. At the joint request of companies participating in the merger or division, the delegated judge shall designate one or more experts acting for all the companies involved, but independent of them. ... (4) Each of the experts appointed in accordance with this Article shall have the right to obtain from any of the companies participating in the merger or division all relevant information and documents and to do all the investigations necessary. ... (5) Examination of the draft merger or, as the case may be, of division and preparation of the report provided in par. (1) will not be necessary if all shareholders/associates or all holders of other securities conferring voting rights in each of the companies participating in the merger or division decide so. ... ---------- Alin. ((5) of art. 243 ^ 3 was introduced by section 4.2. 6 6 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. ---------- Art. 243 ^ 3 was introduced by item 165 165 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 243 ^ 4 In the case of an absorption merger, whereby one or more companies are dissolved without going into liquidation and transfer all their assets and liabilities to another company holding all their shares or other securities conferring voting rights. in the general meeting, the following articles will not apply: art. 241 lit. c)-e), art. 243 ^ 2, art. 243 ^ 3, art. 244 244 para. ((1) lit. b) and f), art. 245 245 and art. 250 250 para. ((1) lit. b). Article 242 para. ((3) shall remain applicable. ---------- Art. 243 ^ 4 was introduced by section 4. 12 12 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. + Article 243 ^ 5 If the merger by absorption is carried out by an absorbing company which holds at least 90%, but not the totality of shares/shares or other securities that confer on their holders the right to vote in the general meetings of the companies, it is not necessary to develop the reports provided for in 243 ^ 2 and 243 ^ 3 and meeting the requirements regarding the information of shareholders/associates provided in art. 244 244 para. ((1) lit. b), d) and e). Article 242 para. ((3) shall remain applicable. ---------- Art. 243 ^ 5 was introduced by item 12 12 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. + Article 243 ^ 6 In the case of division, if the shares/shares of each of the newly constituted companies are distributed to the shareholders/associates of the company divided in proportion to the share capital of the divided company, the following articles will not apply: art. 243 ^ 2, art. 243 ^ 3, art. 244 244 para. ((1) lit. b), d) and e). ---------- Art. 243 ^ 6 was introduced by item 12 12 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. + Article 244 (1) At least one month before the date of the extraordinary general meeting which is to rule on the draft merger or division, the governing bodies of the companies taking part in the merger or the division shall make available shareholders/associates, at the company's headquarters, the following documents: ... a) the draft terms of merger or division; ... b) if applicable, the report of the administrators referred to in art. 243 ^ 2 para. ((1)-(3) and/or information provided in art. 243 ^ 2 para. ((4); ... ---------- Lit. b) a par. ((1) of art. 244 244 has been amended by section 4.2 13 13 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. c) annual financial statements and management reports for the last 3 financial years of the companies taking part in the merger or division; ... d) where applicable, financial statements, drawn up no earlier than the first day of the third month preceding the date of the draft merger or division, if the last annual financial statements have been drawn up for a financial year concluded more than 6 months before that date; ... ---------- Lit. d) a par. ((1) of art. 244 244 has been amended by section 4.2 13 13 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. e) the report of the censors or, where applicable, the financial auditor's report ... f) if applicable, the report prepared according to art. 243 243 ^ 3; ... ---------- Lit. f) a par. ((1) of art. 244 244 has been amended by section 4.2 7 7 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. g) the record of contracts with values exceeding 10,000 lei each and being executed, as well as their distribution in case of division of the company. ... (2) The preparation of the financial statements provided in par. ((1) lit. d) it is not necessary if the companies involved in merger/division publish semi-annual reports and make them available to shareholders/associates, according to the capital market legislation, nor if all shareholders/associates and holders of other securities conferring the right to vote of each of the companies involved in the merger/division have thus agreed. ... ---------- Alin. ((2) of art. 244 244 has been amended by section 14 14 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (3) The company is not obliged to make available to the shareholders at its registered office the documents referred to in par. ((1), if they are published on the company's own web page for a period of at least one month before the general meeting to decide on the merger/division, the period ending no earlier than the end of the meeting General. Art. 242 242 para. ((2 ^ 2) shall apply accordingly. ... ---------- Alin. ((3) of art. 244 244 has been amended by section 14 14 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (4) Shareholders or associations will be able to obtain, on request and free of charge, copies of the documents listed in par. ((1) or extracted from them. If a shareholder or associate has agreed that for the communication of information the company shall use electronic means, copies of the acts referred to in par. (1) can be transmitted by electronic mail. ... ---------- Alin. ((4) of art. 244 244 has been introduced by section 15 15 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (5) Provisions of para. ((4) does not apply if the shareholders or associates have the possibility to download from the company's web page and to print the documents provided in par. (1) for the entire period provided in par. ((3). ... ---------- Alin. ((5) of art. 244 244 has been introduced by section 15 15 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. ---------- Article 244 has been amended by section 4.2. 166 166 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 245 (1) The administrators of the acquired company or of the company which is divided shall be liable to the shareholders or associations of that company for the irregularities committed in the preparation and implementation of the merger or division. ... ((2) Experts who draw up the report provided for in art. 243 ^ 3, on account of the company absorbed or divided, are civil to the shareholders/associations of these companies for the irregularities committed in the performance of their duties. ... ---------- Article 245 has been amended by section 6.6. 167 167 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 246 (1) Within 3 months from the date of publication of the draft merger or division in one of the modalities provided for in art. 242, the general meeting of each participating company will decide on the merger or division, in compliance with the conditions for its convocation. ... ---------- Alin. ((1) of art. 246 246 has been amended by section 16 16 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (2) In the event of a merger by the establishment of a new company or division by the establishment of new companies, the draft merger or division and, if contained in a separate document, the articles of association or the draft act constitutive of the new/new companies will be approved by the general assembly of each of the companies that are to cease their existence. ... ---------- Article 246 has been amended by section 6.6. 168 168 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 246 ^ 1 (1) In the case of an absorption merger whereby one or more companies are dissolved without going into liquidation and transfer all their assets and liabilities to another company holding all their shares or other securities conferring rights of vote in the general meeting, the approval of the merger by the general meeting of the shareholders of the companies involved in the merger, under 239, it is not necessary if: ... a) each of the companies involved in the merger has fulfilled the advertising requirements of the draft merger provided by art. 242 242 at least one month before the merger takes effect; ... b) for a period of one month before the date from which the operation takes effect all the shareholders of the acquiring company were able to consult, at the company's headquarters or on its website, the documents provided in art. 244 244 para. ((1) lit. a), c) and d). Art. 244 244 para. ((3)-(5) shall apply accordingly; ... c) one or more shareholders/associates of the acquiring company, holding at least 5% of the subscribed share capital, have the possibility to ask for the convocation of a general meeting to rule on the merger. ... ((2) If in a merger by absorption the absorbing company holds at least 90%, but not the totality of shares/shares or other securities that confer on their holders the right to vote in the assemblies of the companies, the approval the merger by the general meeting of the acquiring company is not necessary if the conditions laid down in par. ((1). Art. 244 244 para. ((3)-(5) shall apply accordingly. ... ---------- Art. 246 ^ 1 was introduced by item 17 17 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. + Article 246 ^ 2 In the case of a division in which the beneficiary companies together hold all the shares/shares of the divided company and all other securities conferring the right to vote in the general meeting of the divided company, it is not necessary the approval of the division by the general meeting of the divided society if: a) the advertising requirements of the draft division provided for in art. 242 242 at least one month before the division takes effect; ... b) for a period of one month before the date from which the operation takes effect all the shareholders of the companies involved in the division were able to consult the documents provided in art. 244 244 para. ((1). Art. 244 244 para. ((3)-(5) shall apply accordingly; ... c) the information requirements of the shareholders/associates and the administration/management bodies of the other companies involved in the operation, provided in art. 243 ^ 2 para. ((4). ... ---------- Art. 246 ^ 2 was introduced by item 17 17 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. + Article 247 By derogation from the provisions of art. 115, when the merger or division has the effect of increasing the obligations of the associates of one of the participating companies, the decision shall be taken unanimously. + Article 248 (1) The amending act of the constitutive act of the acquiring company is registered in the register of trade in whose constituency the company is based and, targeted by the delegated judge, is transmitted, ex officio, to the Official Gazette of the Romania, for publication in Part IV, at the expense of the company. ... (2) The advertising for the absorbed companies may be carried out by the acquiring company, in the cases in which those companies did not perform it, within 15 days of the modification of the amending act of the constitutive act of the absorbing company of to the judge. ... + Article 249 Fusion/division takes effect: a) in the case of the formation of one or more new companies, from the date of registration in the commercial register of the new company or of the last of them; ... b) in other cases, from the date of registration of the decision of the last general meeting that approved the operation, unless, by agreement of the parties, it is stipulated that the operation will take effect on another date, which cannot be later the conclusion of the current financial year of the acquiring company or the recipient companies, nor prior to the conclusion of the last financial year ended by the company or companies transferring their ... ---------- Article 249 has been amended by section 6.6. 169 169 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 249 ^ 1 Repealed. ---------- Article 249 ^ 1 has been repealed by point (a). 18 18 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. + Article 250 (. The merger or division shall have the following consequences: ... a) the transfer, both in the relations between the absorbed or divided company and the acquiring company/beneficiary companies, and in the relations with third parties, to the acquiring company or each of the beneficiary companies of all the assets and the liabilities of the company absorbed/divided; this transfer will be carried out in accordance with the distribution rules set out in the draft merger/division; ... b) the shareholders or associates of the acquired or divided company become shareholders, respectively associates of the acquiring company, respectively of the beneficiary companies, in accordance with the distribution rules established in the draft merger/division; ... c) the absorbed or divided society ceases to exist. ... ((2) No action or social part in the acquiring company may be changed for shares/shares issued by the absorbed company and which are held: ... a) by the acquiring company, directly or through a person acting in his own name, but on behalf of the company; or ... b) by the absorbed company, directly or through a person acting in his own name, but on behalf of the company. ... ((3) No action or social part in one of the recipient companies may be changed for shares in the divided, held company: ... a) by the beneficiary company concerned, directly or through a person acting on his own behalf, but on behalf of the company; or ... b) by the divided society, directly or through a person acting in his own name, but at the expense of the society. ... ---------- Article 250 has been amended by section 6.6. 171 171 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 250 ^ 1 Provisions of this chapter relating to division, with the exception of art. 250 250 para. ((1) lit. c), also applies when a part of the patrimony of a company comes off and is transferred as a whole to one or more existing companies or to companies that are thus constituted, in exchange for the allocation of shares or shares of Beneficiary companies to: a) the shareholders or associates of the company transferring the assets (detachment in the interest of shareholders or associates); or ... b) the company transferring the assets (detachment in the interest of the company ... ---------- Art. 250 ^ 1 was introduced by item 172 172 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 251 (. Nulity of a merger or division may be declared only by judicial decision. ... (2) From the date of its realization, according to art. 249, the merger, namely the division, can be declared void only if it has not been subject to judicial control in accordance with the provisions of art. 37 or if the judgment of one of the general meetings that voted for the draft of the merger or division is void or cancellable. ... (3) The procedures for the cancellation and declaration of invalidity of the merger or division cannot be initiated after the expiry of a period of 6 months from the date on which the merger or division became effective, pursuant to art. 249 249, or if the situation has been rectified. ... ---------- Alin. ((3) of art. 251 251 has been amended by section 9 9 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. (. If the irregularity which may lead to the declaration of invalidity of a merger or division may be remedied, the competent court shall grant the undertakings concerned a time limit for its rectification. ... (5) The final decision declaring the invalidity of a merger or division shall be filed ex officio by the court of the offices of the trade register at the premises of the companies involved in the respective merger or division. ... (6) The final judgment declaring the nullity of a merger or division is without prejudice to the very validity of obligations arising under the burden or for the benefit of the acquiring company or to the recipient companies engaged after the merger or the division has become effective, pursuant to art. 249 249, and before the declaration of declaration of invalidity is published. ... (7) In case of declaration of invalidity of a merger, the companies participating in the respective merger shall be jointly liable for the obligations of the acquiring company, committed during the period referred to in paragraph ((6). ... (8) In case of declaration of invalidity of a division, each of the beneficiary companies shall be liable for their own obligations, committed during the period provided in par. ((6). The divided company also responds to these obligations, within the limit of the share of net assets transferred to the recipient company to which the respective obligations arose. ... ---------- Article 251 has been amended by section 6.6. 173 173 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 251 ^ 1 In the case of companies organized according to the dualist system, the obligations of the administrators provided 241 and 243 ^ 2, respectively in art. 245, return to the directorate and its members respectively. ---------- Art. 251 ^ 1 was introduced by item 174 174 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Chapter III Cross-border merger ---------- Head. III of Title VI was introduced by section III. 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Section 1 Scope of application. Jurisdiction of jurisdiction ---------- Section 1 of Cap. III of Title VI was introduced by section III. 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 2 (1) Stock companies, joint stock companies, limited liability companies-Romanian legal entities-and European companies with registered office in Romania may merge, under the conditions of this law, with companies that are based social or, where appropriate, the central administration or principal place in other Member States of the European Union or in states belonging to the European Economic Area, hereinafter referred to as Member States, and operating in one of the legal forms provided by art. 1 1 of Council Directive 68 /151/EEC COUNCIL DIRECTIVE of 9 March 1968 on coordination, with a view to equivalence, of guarantees imposed on companies in the Member States within the meaning of 58 the second subparagraph of the Treaty establishing the European Communities, in order to protect the interests of members or third parties, published in the Official Journal of the European Communities no. L065 of 14 March 1968, as amended, or with European companies with registered office in other Member States. ... ---------- Alin. ((1) of art. 251 ^ 2 was amended by section 4.2. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (2) Stock companies, joint stock companies, limited liability companies-Romanian legal entities-and European companies with registered office in Romania may merge with companies that have their registered office or, as the case may be, the central administration or the main office in other Member States and which, without falling within the types of entities referred to in paragraph 1, (1), have legal personality, have their own patrimony representing the only source that ensures the guarantee of social obligations and are subject to advertising formalities similar to those provided for by Council Directive 68 /151/EEC ,, if the law of that Member State allows such mergers. ... ---------- Alin. ((2) of art. 251 ^ 2 was amended by section 4.2. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (3) The provisions of this chapter are exempted from the provisions of this chapter, collective investment undertakings in securities and closed investment funds, regulated by Law no. 297/2004 on the capital market, with subsequent amendments and completions, as well as any other entities having as their object of activity the collective investment of resources attracted from the public and operating on the principle of risk-sharing and of whose securities may be redeemed, directly or indirectly, at the request of the holders, from the assets of that entity. ... (4) If the acquiring company is a joint stock company, established and functioning according to the Romanian law, the shareholders of the absorbed company will always be the shareholders of the company absorbing, unless otherwise stated in the decision approving the draft merger. ... ---------- Art. 251 ^ 2 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 3 The competence to verify the legality of the merger, in terms of the procedure followed by the companies participating in the merger-Romanian legal entities or European companies with registered office in Romania-and, if applicable, the newly established company -Romanian legal person or European company with registered office in Romania-, belongs to the judge delegated to the trade register office where Romanian legal entities or European companies with registered office are registered in Romania participating in the merger, including the acquiring company, or, if it is the case, the newly-established ---------- Art. 251 ^ 3 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Section 2 Stages. Effects. Invalidity ---------- Section 2 of Cap. III of Title VI was introduced by section III. 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 4 (1) The cross-border merger, for the purposes of this Law, is the operation by which: ... a) one or more companies, at least two of which are governed by the laws of two different Member States, are dissolved without going into liquidation and transfer the totality of their assets to another company in exchange for distribution to shareholders/associates of the company or companies absorbed by shares/shares in the acquiring company and, eventually, a cash payment of not more than 10% of the nominal value of the shares/shares thus distributed; or ... b) several companies, at least two of which are governed by the laws of two different Member States, are dissolved without going into liquidation and transfer the totality of their assets to a company they constitute, in exchange for distribution to their shareholders/associates of shares/shares in the newly established company and, possibly, a cash payment of not more than 10% of the nominal value of the shares/shares thus distributed; ... c) a company is dissolved without going into liquidation and transfers the totality of the patrimony or another company that holds the totality of its shares/social parts or other securities conferring voting rights in the general meeting. ... (2) Cash payment may be superior to the value provided in par. ((1) lit. a) and b), if the legislation of at least one of the Member States whose nationality holds the companies participating in the merger or the newly established company allows to exceed that percentage. ... ---------- Art. 251 ^ 4 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 5 ((. The administrators or members of the directorate of the companies to participate in the merger shall draw up a joint merger project which shall include at least: ... a) the form, name and registered office of all the companies participating in the merger; ... b) the form, name and registered office of the newly-established company, if applicable; ... c) the conditions of allocation of shares/shares in the acquiring company or the newly-established company; ... d) the exchange rate of shares/shares and the amount of any cash payments; ... e) the date from which the shares/shares referred to in lett. c) give the holders the right to participate in the benefits and any special conditions affecting this right; ... f) the rights granted by the acquiring company or the newly established holders of shares that confer special rights and those who hold other securities other than the shares or the measures proposed in respect thereof; ... g) any special advantage granted to experts assessing the draft terms of merger and members of the administrative or control bodies of the companies involved in the merger; ... h) information on the valuation of assets transferred to the acquiring company or to the newly-established ... i) the date from which the transactions of the acquired company are considered as accounting as belonging to the acquiring or newly established company; ... j) the effects of the merger on the jobs of the employees of the merging companies; ... k) the date of the financial statements of the participating companies which were used to determine the conditions of the merger ... l) if applicable, information on the mechanisms of employee involvement in defining their rights to participate in the activity of the absorbing or start-up company. ... (2) The project referred to in par. (1) will be annexed the draft of the constitutive act of the company to be established, namely the draft amending act of the constitutive act of the absorbing company. ... ---------- Art. 251 ^ 5 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 6 (1) The joint cross-border merger project, signed by the representatives of the participating companies, shall be submitted to the trade register office where the Romanian legal entities and/or European companies based in Romania are registered, participating in the merger, accompanied by a statement on how to publish the draft merger. ... ---------- Alin. ((1) of art. 251 ^ 6 was amended by section 6.6. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (2) The joint merger project, targeted by the judge-delegate, shall be published in the Official Gazette of Romania, Part IV, at the expense of the parties, in full or in extract, according to the disposition of the judge-delegate or the request of the parties, with at least 30 days before the dates of the meetings in which the general meetings are to decide on the merger. ... (3) The extract provided in par. ((2) must contain at least the following particulars: ... a) the form, name and registered office of each company participating in the merger; ... b) the trade register office to which the documents provided for in art. 251 251 ^ 5; ... c) the conditions under which creditors of the company may exercise their right of opposition ... (4) If it holds a web page, the company may replace the publication in the Official Gazette of Romania, Part IV, with the advertising carried out through the company's own web page, for a continuous period of at least one month before the general meeting to decide on the draft cross-border merger, the period ending at the end of that general meeting. Art. 242 242 para. ((2 ^ 2) shall apply accordingly. ... ---------- Alin. ((4) of art. 251 ^ 6 was introduced by section 6. 20 20 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. (5) In case of advertising under the conditions of par. (3), the trade register office where the company is registered will publish, free of charge, on its website the joint cross-border merger project. ... ---------- Alin. ((5) of art. 251 ^ 6 was introduced by section 6. 20 20 of art. unique of EMERGENCY ORDINANCE no. 2 2 of 28 February 2012 , published in MONITORUL OFFICIAL no. 143 143 of 2 March 2012. ---------- Art. 251 ^ 6 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 7 (1) The administrators/members of the directorate of the companies participating in the merger must draw up a written, detailed report explaining the draft merger and specifying its legal and economic foundation. ... (2) The report provided in par. (1) shall be made available to shareholders/associates, and, in the cases provided in art. 251 ^ 10, and of the representative of the employees or, if not designated, of the employees, at the company's headquarters, at least 30 days before the date of the meeting in which the general meeting is to decide on the merger. If the company has a website of its own, the report shall also be published on the website, for the free access of shareholders/associates and employees. ... ---------- Art. 251 ^ 7 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 8 (1) One or more experts, natural or legal persons, acting on account of each of the Romanian legal entities or European companies based in Romania, participating in the merger, but independently of them, shall be designated by to the judge-delegate to examine the joint draft merger and to draw up a written report to the shareholders/associates. ... (2) The report provided in par. (1) will specify whether the exchange rate of shares/shares is fair and reasonable. The report will also indicate the method or methods used to determine the proposed exchange rate, specify whether the method or methods used are appropriate for the respective case, will indicate the values obtained by applying each of these methods and will contain the opinion of experts on the share attributed to the methods in question for obtaining the value retained The report will also describe any particular difficulties in carrying out the assessment. ... (3) At the joint request of the merging companies, including those who have the nationality of another Member State, the delegated judge shall designate one or more experts acting for all participating companies, but independently of These. ... (. Each of the experts appointed in accordance with this Article shall have the right to obtain from any of the companies participating in the merger all relevant information and documents and to do all necessary investigations. ... (5) By decision of all shareholders/associates of the companies participating in the merger, the examination of the draft merger and the preparation of the report provided in par. ((1). ... ---------- Art. 251 ^ 8 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 9 Creditors of Romanian companies-Romanian legal entities or European companies based in Romania that take part in the merger are entitled to adequate protection of their interests. Any such creditor, which holds a definite, liquid claim and prior to the date of publication of the draft merger, non-cadence on the date of publication of the project, and which does not already have adequate guarantees or privileges for the satisfaction of its claim, may make opposition, in compliance with the procedural and substantive conditions and with the effects provided for in art. 243. ---------- Article 251 ^ 9 has been amended by section 6.6. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Article 251 ^ 10 (1) If the acquiring or newly established company is a European company with registered office in Romania, the administrators of the companies participating in the merger ensure compliance with the right of employee involvement in the activity of the European company, the conditions of Government Decision no. 187/2007 on information, consultation and other arrangements for the involvement of employees in the work of European society. ... (2) If in one or more of the participating companies governed by the legislation of another Member State operates a mechanism for the involvement of employees in the activity of the company of the type provided by art. 2 lit. k) of Directive 2001 /86/EC COMMISSION DECISION of 8 October 2001 on the completion of the European company's status as regards the involvement of employees or another mechanism for the co-interest of employees, the acquiring or newly established company-the Romanian legal person- establish such a mechanism, becoming applicable, accordingly, the provisions of art. 3 3 para. ((1) and (2), art. 4-7 4-7, art. 10 10 para. ((1) and (2) lit. a), g) and h), art. 11-24, 27 and 28 of Government Decision no. 187/2007 . ... (3) If the acquiring company or the newly established company is a Romanian legal person, the governing bodies of the companies participating in the merger in which mechanisms of employee involvement can operate, without a negotiation to be subject to the reference provisions laid down by art. 12-23 of Government Decision no. 187/2007 or to comply with these provisions starting with the date of registration in the commercial register of the modification of the constitutive act of the acquiring company or with the date of registration of the newly-established company, about the option fusion. ... (4) In the situation referred to in par. ((3), the special negotiating group may decide by a majority of two thirds of its members representing at least two thirds of the employees, including the votes of the members representing employees of at least two different Member States, not to trigger negotiations or to stop the negotiations already initiated and to admit the application of the reference provisions of Government Decision no. 187/2007 . ... (5) When the Romanian legal person, resulting from the cross-border merger, will operate an employee engagement system, the administrators or, as the case may be, the members of the directorate are required to provide protection the rights of employees resulting from this mechanism in the case of a subsequent internal law merger, for a period of 3 years from the date on which the cross-border merger took effect. ... (6) If, after prior negotiations, the standard-of-participation rules apply, the general meeting of the associates/shareholders may decide to limit the proportion of employees ' representatives in the the management/directorate of the company resulting from the cross-border merger. However, if in one of the merging companies employee representatives constituted at least one third of the board of directors or supervisors, the limitation decided by the general meeting of the associates/shareholders cannot have the effect of reducing the proportion of employees ' participation in less than a third. ... ---------- Art. 251 ^ 10 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 11 (1) In no more than 3 months from the date of publication of the joint draft merger in the Official Gazette of Romania, Part IV, according to the provisions of art. 251 ^ 6 para. (2), the general meeting of each of the companies decides on the joint draft merger, under the conditions established for the amendment of the constitutive act and in compliance with the conditions for its convocation. ... ---------- Alin. ((1) of art. 251 ^ 11 was amended by section 4.2. 7 7 of art. I of EMERGENCY ORDINANCE no. 90 90 of 29 September 2010 , published in MONITORUL OFFICIAL no. 674 674 of 4 October 2010. (2) When the shares are several categories, the decision on the merger is subordinated to the result of the vote by category, given under the conditions of art. 115. ... (3) In the cases provided in art. 251 ^ 10, the general meeting of shareholders/associates may condition the approval of the merger of express ratification by the general meeting of the mechanisms for the involvement of employees in the activity of the absorbing or start-up company. ... (4) When the merger has the effect of increasing the obligations of the shareholders/associates of one of the participating companies-Romanian legal entities-, the decision of the shareholders/associates meeting shall be taken unanimously. ... ---------- Art. 251 ^ 11 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 12 (1) The shareholders/associates who did not vote in favour of the decision of the general meeting by which the merger was approved have the right to withdraw from the company and to request the purchase of their shares/social parts by the company. ... (2) In the case of companies on shares or in order on shares, the right of withdrawal will be exercised in accordance with the provisions of art. 134. ... (3) By exception to the provisions of art. 226, in the case of limited liability companies, the right of withdrawal will be exercised by appropriate application of the provisions of art. 134. ... ((. Shareholders/associations may make the application of the right of withdrawal covered by this Article, only if: ... a) the legislation of all Member States, whose nationality is held by the companies participating in the merger, provides for a system of protection of associations similar to that provided for in paragraph 1 ((1)-(3); ... b) the companies participating in the merger, governed by the legislation of another Member State that do not confer a right of withdrawal from the company, have expressly accepted that the associations of the company-the Romanian legal person-make use of this right, making mention in this regard in the judgment of the general assembly of approval of the merger. ... ---------- Art. 251 ^ 12 has been introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 13 (1) In the case of merger by absorption, the delegated judge orders the registration in the commercial register of the amending act of the constitutive act of the acquiring company-Romanian legal person or European company with registered office in Romania- after verification of the existence of certificates or similar documents attesting the fulfilment of the conditions laid down by law, issued by the competent authorities of the other Member States in which they have their registered office or, where applicable, main office the other companies participating in the merger, and the term in which have been submitted to the trade register office, which may not exceed 6 months from the issue. ... (2) If a new company is established by merger-the Romanian legal person-the legality control will be carried out under the conditions provided by this law for the form of a company whose constitution was agreed, with the prior verification of the certificates or similar documents referred to in par. ((1). ... (3) If a European company with registered office in Romania is established by merger, the legality control of the merger and the fulfilment of the conditions for the establishment of the company will be carried out according to Regulation (EC) No 2.157/2001 of the Council of 8 October 2001 on the Statute of the European Society and the Law. ... (. The delegated judge shall, where appropriate, verify the characteristics of the mechanisms for the involvement of employees in the activity of the acquiring or newly constituted company. ... (5) If the acquiring company or the newly established company is the legal person governed by the law of another Member State, including a European company having its registered office in another Member State, the judge-delegate shall verify the legality of the judgment of merger, submitted by the administrators/members of the directorate to the office of the trade register in which the company is registered-the Romanian legal person-, and pronounces a conclusion this law by the company-the Romanian legal person. The conclusion is communicated to the company-the Romanian legal person-at its headquarters. ... ---------- Alin. ((5) of art. 251 ^ 13 was amended by section 4.2. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". (. The delegated judge may pronounce the conclusion referred to in paragraph 1. (5), even if the procedure triggered by requests for withdrawal of shareholders/associates in accordance with art. 251 ^ 12 is in progress, concluding that the redemption of shares/social parts is not yet completed. Withdrawals made by shareholders/associates in accordance with art. 251 ^ 12 are opposable to the absorbing or start-up company and its shareholders/associates. ... ---------- Art. 251 ^ 13 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 14 (1) In case of merger by absorption, the modifier act, targeted according to art. 251 ^ 13 para. (1), shall be transmitted, ex officio, for publication in the Official Gazette of Romania, Part IV, at the expense of the company. ... (2) If the merger is a new company-Romanian legal entity or a European company based in Romania-, it is subject to the advertising formalities provided by this law for the form of a company agreed. ... (3) The trade register office where the acquiring company is registered or the newly established company shall immediately notify, through the system of interconnection of business registers, provided for in art. 21 21 of Law no. 26/1990 on the commercial register, republished, with subsequent amendments and completions, at the expense of the company, the achievement of the cross-border merger of the like in the Member States in which the companies participating in fusion, in order to deregister them. ... ---------- Alin. ((3) of art. 251 ^ 14 was amended by section 4.2. 6 6 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. (4) The office of the trade register where the companies absorbed-Romanian legal entities are registered-radiates from the commercial register these companies, pursuant to the notification communicated according to par. ((3) by the competent authority of the Member State whose nationality is held by the acquiring company or the newly established company. ... ---------- Alin. ((4) of art. 251 ^ 14 was amended by section 4.2. 6 6 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. ((5) Where a European company based in Romania is established by cross-border merger, the National Trade Register Office shall, at the expense of the parties, communicate to the Official Journal of the European Union, for publication, a notice comprising: the name of the company, the registration number in the trade register in which the registration date is registered, the number of the Official Monitor of Romania in which the conclusion of the registration-delegate of society. ... ---------- Art. 251 ^ 14 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 15 (1) The merger has the following consequences: ... a) the transfer, both in the relations between the absorbed company and the acquiring/newly established company, and in the relations with third parties, to the absorbent/newly-established company of all the assets and liabilities of the absorbed company; ... b) the shareholders or associates of the company absorbed/participating in the merger become shareholders, respectively associates of the absorbing/start-up company, in accordance with the distribution rules established in the draft merger; ... c) the company absorbed, namely the companies forming the new company by merger ceases to exist. ... (2) The merger takes effect: ... a) in case of formation of a company, from the date of its registration in the commercial register; ... b) in the case of merger by absorption, from the date of registration in the trade register of the amending act of the articles of association, unless, by agreement of the parties, it is stipulated that the operation will take effect on another date, which is not it may, however, be subsequent to the conclusion of the current financial year of the acquiring company or to the recipient companies, nor prior to the conclusion of the last financial year ended by the company or the control of the delegated judge provided by art. 251 ^ 13 para. ((1); ... c) where the merger is a European company, from the date of its registration. ... (3) The rights and obligations of the companies absorbed from the employment relationship and which exist on the date of entry into force of the cross-border merger shall be transferred from the date referred to in paragraph 1. (2) to the acquiring or start-up company. ... (4) None of the shares of the acquiring company can be exchanged with shares in the absorbed company, held: ... a) either by the acquiring company or by a person acting on his own behalf, but for that company; ... b) either by the absorbed company or by a person acting on his own behalf, but for that company. ... ---------- Art. 251 ^ 15 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 16 (1) The administrators of the acquired company or of those who formed the new company shall be civil to the associations of that/those companies for the irregularities committed in the preparation and implementation of the merger. ... ((2) Experts who draw up the report provided for in art. 251 ^ 8, on account of the acquired company or companies forming the new company, are civil to the associations of these companies for the irregularities committed in the performance of their duties. ... ---------- Art. 251 ^ 16 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 17 In the case of an absorption merger, whereby one or more companies are dissolved without going into liquidation and transfer all their assets and liabilities to another company holding all their shares or other securities conferring voting rights. in the general meeting, the provisions of art. 251 ^ 5 para. ((1) lit. c), d) and e), art. 251 ^ 8, art. 251 ^ 15 para. ((1) lit. b) and art. 251 251 ^ 16. ---------- Art. 251 ^ 17 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 251 ^ 18 Where the cross-border merger by absorption is carried out by an acquiring company holding at least 90% but not all shares/shares or other securities conferring to their rightholders in assemblies general of the company/companies absorbed, reports of the expert or independent experts, provided in art. 251 ^ 18, and the documents subject to control are mandatory only to the extent that the law governing the acquiring company or the company/companies absorbed so provides. ---------- Art. 251 ^ 18 has been amended by section 6.6. 7 7 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. + Article 251 ^ 19 (. The Nulity of a merger may be declared only by judicial decision. ... (2) The nulity of the merger cannot intervene after the date on which it has produced effects, the date established according to art. 251 ^ 15 para. ((2). ... (3) The procedures for annulment and declaration of invalidity may not be initiated if the situation has been rectified. If the irregularity that can lead to the declaration of invalidity of a merger can be remedied, the competent court shall grant the participating companies a time limit for its correction. ... (4) The final decision declaring the nullity of the merger will be filed ex officio by the court of the offices of the trade register at the premises of the companies involved in the merger. ... ---------- Art. 251 ^ 19 was introduced by item 10 10 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Title VII Liquidation of companies Liquidation of companies ---------- The name of Title VII has been amended by point 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Chapter I General provisions + Article 252 (1) For the liquidation and distribution of the social patrimony, even if norms are provided in the articles of association for this purpose, the following rules are mandatory: ... a) until the takeover of the office by the liquidators, the administrators and directors, respectively the members of the directorate, continue to exercise their duties, except those provided in art. 233 233; ... ---------- Lit. a) a par. ((1) of art. 252 252 has been amended by section 4.2 175 175 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. b) the act of appointment of the liquidators, mentioning the powers conferred on them or the sentence that holds its place, as well as any subsequent act that would bring changes with regard to their person or to the powers conferred must be filed, by care liquidators, at the trade register office, to be registered immediately and published in the Official Gazette of Romania, Part IV. ... ---------- Lit. b) a par. ((1) of art. 252 252 has been amended by section 4.2 175 175 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (2) Only after the completion of the formalities in par. (1) the liquidators shall submit their signature in the trade register and shall exercise this function. ... ((3) Abrogat. ... ---------- Alin. ((3) of art. 252 252 has been repealed by section 6.6. 61 61 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. ((. In addition to the provisions of this Title, the rules laid down by the Articles of Association and the Law shall be applied to the companies in so far as they are not incompatible with the liquidation. ... (5) All acts emanating from the company must show that it is in liquidation. ... + Article 252 ^ 1 Repealed. ---------- Article 252 ^ 1 was repealed by point (a). 62 62 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. + Article 253 (1) Liquidators will be able to be natural persons or legal entities. Liquidators individuals or permanent representatives-natural persons of the liquidating company-must be authorized liquidators, under the law. ... (2) The liquidators have the same responsibility as the administrators and the members of the directorate. ... ---------- Alin. ((2) of art. 253 253 has been amended by section 177 177 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((3) The liquidators are obliged, immediately after assuming office, that together with the directors and administrators, respectively the members of the directorate of the company, to make an inventory and to conclude a balance sheet, which ascertain the exact situation of the asset and the company's passive, and sign them. ... ---------- Alin. ((3) of art. 253 253 has been amended by section 177 177 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((4) The liquidators are obliged to receive and preserve the patrimony of the company, the registers entrusted to them by the administrators, respectively the members of the directorate, and the acts of the company. They will also keep a register of all liquidation operations in the order of their date. ... ---------- Alin. ((4) of art. 253 253 has been amended by section 177 177 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((. Liquidators shall fulfil their mandate under the control of censors. In the case of joint stock companies, according to the dualist system, the liquidators shall carry out their mandate under the supervision ... ---------- Alin. ((5) of art. 253 253 has been amended by section 177 177 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 254 In the case of companies whose activity was carried out on the basis of the environmental permit provided for by Environmental Protection Law no. 137/1995 , republished *), with subsequent amendments and completions, the liquidators are obliged to take measures to carry out the environmental balance, provided by this law, and to communicate the results of this review to the territorial agency for environmental protection. ---------- Article 254 has been amended by point 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term "companies". + Article 255 (1) Apart from the powers conferred by the associates, with the same majority required for their appointment, the liquidators will be able to: ... a) to stand trial on behalf of the company; ... ---------- Lit. a) a par. ((1) of art. 255 255 has been amended by section 4.2 63 63 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. b) execute and terminate the trade operations relating to the liquidation; ... c) to sell, by public auction, the buildings and any furniture of the company; ... ---------- Lit. c) a par. ((1) of art. 255 255 has been amended by section 4.2 63 63 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. d) to make transactions; ... e) to liquidate and collect the claims of the company. ... ---------- Lit. e) a par. ((1) of art. 255 255 has been amended by section 4.2 63 63 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. f) to contract cambiale obligations, to make non-mortgage loans and to fulfill any other necessary acts. ... (2) In the absence of special provisions in the articles of association or in their act of appointment, the liquidators cannot constitute mortgages on the assets of the company, if they are not authorized by the court. ... ---------- Alin. ((2) of art. 255 255 has been amended by section 178 178 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((3) Liquidators who undertake new commercial operations that are not necessary for the purpose of liquidation shall be personally and severally liable for their execution. ... + Article 256 ((1) The liquidators may not pay to the associates any amount in the account of the parties that would be due to liquidation, before the acquittal of the creditors of the company. ... (2) The associates, however, will be able to ask for the amounts withheld to be deposited at the House of Savings and Consemnations-C.E.C. -S.A. or to a bank or to one of their units and to make the distribution of shares or shares, even during liquidation, if, apart from what is necessary for the fulfillment of all obligations of the company, due or which will mature, remains an available of at least 10% of their amount. ... (3) Against the decisions of liquidators the creditors of the company may object under art. 62. ... + Article 257 Liquidators who prove, by presenting the annual financial situation, that the funds available to the company are not sufficient to cover the chargeable liability must ask for the necessary amounts to associates who respond unlimited or to those who have not fully carried out the wereages, if they are obliged, according to the form of the company, to procure them or, if they are debtors to the company, for the unperformed varsages, to which they were obliged as an associate. + Article 258 The liquidators who paid the debts of the company with their own money will not be able to exercise against the company higher rights than those belonging to the paid creditors. + Article 259 The creditors of the company have the right to exercise against the liquidators the shares arising from the receivables reached term, up to the competition of the existing assets in the company's patrimony, and only after that of heading against the associates, for payment of amounts due from the value of the shares subscribed or that of the contributions to the share capital. + Article 260 ((1) The liquidation of the company must be completed no later than one year from the date of registration in the trade register of the dissolution term. For thorough reasons, at the request of the liquidator, the trade register office may extend this deadline by another year, but no more than twice. ... ((2) The liquidation does not liberate the shareholders/associates and does not prevent the opening of insolvency proceedings of the company. ... (3) Within 60 days from the registration in the commercial register of the dissolution claim, the liquidators will be appointed, under the conditions of art. 262, respectively art. 264. ... ((4) Within 60 days from the appointment, the liquidator must submit to the trade register office, for mention in the trade register, a report on the economic situation of the company. If, according to the report, the debtor meets the conditions for opening the simplified insolvency procedure, the liquidator has the obligation to request the opening of this procedure within 15 days from the date of submission of the report. ... (5) Failure to submit the report provided in par. (4) constitutes a contravention and is sanctioned with a fine from 50 lei to 100 lei. The finding of contraventions and the application of sanctions shall be carried out, ex officio or upon notification of any interested party, by the competent person with the settlement of applications for registration in the The sanction shall also apply to the liquidator who does not introduce the application for the opening of the bankruptcy procedure within the period provided for in ((4). ... (6) Within 15 days after the end of the liquidation, the liquidators shall submit to the trade register the request for the removal of the company from the commercial register, on the basis of the final liquidation report and the liquidation financial statements by which they presents the situation of the assets, receivables and distribution of the remaining assets, as the case may be, under penalty of a fine of 20 lei per day of delay, which will be applied, ex officio or to the complaint of any interested party, by the competent person with settling applications for registration in the commercial register. The resolution ordering the deregistration of the company from the commercial register shall be published on the website of the National Trade Register Office and on its online service portal. ... (7) If within 3 months from the expiry of the term referred to in par. (1), extended as the case may be, the trade register office has not been notified with any request for deletion, the National Trade Register Office or any interested person will request the court to deregister the company from the trade register. The list of companies for which the National Trade Register Office is to formulate deregistration actions shall be displayed on the website of the National Trade Register Office or on its online service portal with the 15 calendar days before and is transmitted to the Ministry of Public Finance-National Agency for Fiscal Administration. ... (8) The judgment of the court of which the deregistration was issued shall be communicated to the company, to the trade register office for the deregistration of the company from the commercial register, to the Ministry of Public Finance- the county administration of public finances/public finance administration of the sector and shall be published on the website of the National Trade Register Office and its on-line service portal. In the case of several court decisions, for the situations referred to in par. (7), the advertising may be made in the form of a table containing: the order number in the trade register, the unique registration code, the name, the legal form and the headquarters of the dissolved company, the court that ordered the deletion, the file number, the number and date of the deletion decision. ... (9) Any interested person may appeal against the deletion decision, within 30 days from the performance of the advertising according to the provisions of par. ((8). The caller will submit a copy of the call to the trade register office, for mention in the trade register. ... (10) If the provisions of art. 270 270 ^ 1 are not applicable, since the company in liquidation, although it meets the conditions laid down in art. 38 38 para. ((2) of Law no. 85/2014 on insolvency and insolvency prevention procedures, does not meet the requirement laid down in art. 5 5 section 72 of the same law, the person invested with the settlement of the application will order the deregistration of the company based on the report ... (11) The remaining assets of the company's patrimony radiated from the commercial register, under the conditions of this Article, shall be returned to the shareholders/associates, under ... ---------- Article 260 has been amended by section 4.2. 8 8 of art. II of LAW no. 152 152 of 18 June 2015 , published in MONITORUL OFFICIAL no. 519 519 of 13 July 2015. + Article 261 (1) After the approval of the accounts and the termination of the distribution, the registers and acts of the company in the collective name, in the simple order or with limited liability, which will not be necessary for any of the associates, shall be submitted to the associate appointed by the majority. ... (2) In joint stock companies and in order on shares the registers provided by art. 177 177 para. 1 lit. a)-f) will be submitted to the commercial register to which the company was registered, where any interested party will be able to become aware of them with the authorization of the delegated judge, and the rest of the company's acts will be submitted to the National Archives ... (3) Registers of all companies will be kept for 5 years. ... + Chapter II Liquidation of companies in collective name, in simple order or with limited liability + Article 262 (1) The appointment of liquidators in companies in collective name, in simple order or with limited liability will be made by all associations, if in the contract of society it is not provided otherwise. ... (2) If the unanimity of votes cannot be met, the appointment of liquidators will be made by the court, at the request of any associate or administrator, with the obedience of all associates and administrators. ... (3) The sentence may be declared only by associates or administrators, within 15 days of delivery. ... ---------- Alin. ((3) of art. 262 262 has been amended by section 27 27 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 263 (1) After the end of the liquidation of the company in collective name, in simple or limited liability, the liquidators must prepare the financial situation and propose the distribution of the asset between the associates. ... (1 ^ 1) The financial situation signed by the liquidators shall be submitted to be registered and published on the website of the trade register office. ---------- Alin. ((1 ^ 1) of art. 263 263 has been introduced by section 179 179 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((1 ^ 2) Abrogat. ---------- Alin. ((1 ^ 2) of art. 263 263 has been repealed by section 6.6. 64 64 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (2) The disgruntled associate may object, under the conditions of art. 62, within 15 days from the notification of the liquidation financial situation and the distribution project. ... (3) In order to resolve the opposition, the problems relating to the liquidation will be separated from those of the distribution, to which the liquidators may remain foreigners. ... (4) After the expiry of the term provided in par (2) or after the decision on the opposition has remained final, the financial situation of liquidation and distribution shall be deemed approved and the liquidators shall be released. ... ---------- Alin. ((4) of art. 263 263 has been amended by section 28 28 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Chapter III Liquidation of joint stock companies and joint stock + Article 264 (1) The appointment of the liquidators in the joint stock companies and in the joint order shall be made by the general meeting, which decides the liquidation, if, by the articles of association, it is not provided otherwise. ... (2) The General Assembly shall act with the majority provided for amending the Articles of Association. ... (3) If the majority has not been obtained, the appointment shall be made by the tribunal, at the request of any of the administrators, respectively of the members of the directorate, or of the associates, with the citation of the company and those who asked for it. The judgment is only subject to appeal ... ---------- Alin. ((3) of art. 264 264 has been amended by section 29 29 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. + Article 265 (1) The administrators, respectively the members of the directorate, will present to the liquidators a report on the management, for the past time from the last approved financial situation until the start of liquidation. ... ---------- Alin. ((1) of art. 265 265 has been amended by section 181 181 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. ((2) The liquidators have the right to approve the report and to make or support any appeals regarding it. ... + Article 266 (1) If one or more administrators, respectively members of the directorate, are appointed liquidators, the report on the management of the administrators, respectively of the directorate, shall be submitted to the trade register office and shall be publish in the Official Gazette of Romania, Part IV, together with the final liquidation balance. ... ---------- Alin. ((1) of art. 266 266 has been amended by section 182 182 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. (. When the management is over the duration of a financial year, the report shall be annexed to the first financial situation which the liquidators submit to the general meeting. ... (3) Any shareholder may object, under the conditions of art. 62, within 15 days of publication. ... (4) All the oppositions made will be joined, in order to be resolved by a single sentence. ... (5) Any shareholder has the right to intervene in court, and the judgment will be opposable and non-intervening shareholders. ... + Article 267 Repealed. ---------- Article 267 has been repealed by point (a) 11 11 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 268 (1) After the end of the liquidation, the liquidators shall draw up the final financial situation, showing the right side to each share of the distribution of the company's asset, accompanied by the report of the censors or, as the case may be, the report ... (2) The financial situation, signed by the liquidators, will be submitted, in order to be mentioned, at the trade register office and will be published in the Official Gazette of Romania, Part IV. ... (3) Any shareholder may object, under the conditions of art. 62. ... + Article 269 (1) If the term provided for in art. 266 266 para. (3) has expired without opposition, the financial situation is considered approved by all shareholders, and the liquidators are released, subject to the distribution of the company's asset. ... ((2) Independent of the expiry of the term, the receipt receipt of the latter distribution shall take place of approval of the account and of the distribution made to each shareholder. ... + Article 270 (1) The amounts due to shareholders, not collected within two months from the publication of the financial situation, shall be deposited with a bank or one of its units, showing the name and surname of the shareholder, if the shares are nominative, or Stock numbers, if they are the bearer. ... ((2) The payment will be made to the person shown or the owner of the shares, holding the title. ... + Article 270 ^ 1 If the company in liquidation is in a state of insolvency, the liquidator is obliged to ask for the insolvency proceedings to be opened. Under the conditions of insolvency law, creditors will be able to demand the opening of insolvency proceedings to the company under liquidation. ---------- Art. 270 ^ 1 was introduced by item 183 183 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 270 ^ 2 Noting the fulfilment of the conditions laid down by the insolvency law, the syndic judge will order the opening of the simplified insolvency procedure. ---------- Art. 270 ^ 2 was introduced by item 183 183 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Title VII ^ 1 European society ---------- Title VII ^ 1 has been introduced by item 12 12 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 270 ^ 2 a) European companies based in Romania are subject to the provisions Council Regulation (EC) No 45/ 2.157/2001 COUNCIL DIRECTIVE of 8 October 2001 on the Statute of a European Company, those of this Chapter, and those relating to joint stock companies, to the extent that they are compatible with the provisions ---------- Art. 270 ^ 2 a) was introduced by item 12 12 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 270 ^ 2 b) (1) European companies with registered office in Romania have legal personality from the date of registration in the commercial register. ... (2) A European company may not be registered in the commercial register until after the conclusion of an agreement on the involvement of employees in the activity of the company, under the conditions Government Decision no. 187/2007 . ... ((3) Within 30 days of registration, the National Trade Register Office shall notify the Official Journal of the European Union of an announcement regarding the registration of the company. The announcement will include the information provided by art 14 14 of Council Regulation (EC) No 45/ 2.157/2001 . ... ---------- Art. 270 ^ 2 b) was introduced by item 12 12 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 270 ^ 2 c) ((1) Any European company registered in Romania may transfer its registered office to another Member State. ... (2) The transfer project, targeted by the judge-delegate, shall be published in the Official Gazette of Romania, Part IV, at the expense of the company, at least 30 days before the date of the meeting in which the extraordinary general meeting follows transfer. ... ((3) The decision of the general meeting on the transfer of the registered office of the European company to another Member State shall be adopted under 115 115 para. ((2). If the shareholders representing the majority of the share capital are present or representatives, the decision may be adopted by a simple majority. ... ---------- Art. 270 ^ 2 c) was introduced by item 12 12 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 270 ^ 2 d) ((1) Creditors of European companies whose claims are prior to the date of publication of the transfer project and which are not due on the date of publication may make opposition under the terms of art. 62. ... (2) The opposition provided in par. ((1) suspends the execution of the operation until the date on which the court decision remains final, unless the debtor company makes proof of the payment of debts or provides guarantees accepted by creditors or concludes with them an agreement for debt payments. ... ---------- Alin. ((2) of art. 270 ^ 2 d) has been amended by section 4.2. 30 30 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 365 of 30 May 2012. ---------- Art. 270 ^ 2 d) was introduced by item 12 12 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Article 270 ^ 2 e) ((1) The shareholders who did not vote in favour of the General Assembly decision approving the transfer of the seat in another Member State have the right to withdraw from the company and to request the purchase of their shares by the company. ... (. The right of withdrawal may be exercised within 30 days from the date of adoption of the decision of the general meeting. ... ((3) The shareholders shall submit to the company headquarters, together with the written declaration of withdrawal, the shares they possess or, as the case may be, the certificates of shareholder. ... (4) The price paid by the company for the shares of the person exercising the right of withdrawal will be determined by an independent authorized expert, as the average value resulting from the application of at least two evaluation methods recognized by the legislation in force at evaluation date. The expert shall be appointed by the judge-delegate in accordance with the provisions of art. 38 38 and 39. The assessment costs will be borne by the company. ... (5) The judge-delegate, after the verification of the legality of the transfer, pronounces a conclusion certifying the fulfilment of the conditions 3-5 of this law and those provided by art. 8 of Council Regulation (EC) No 1296/ 2.157/2001 2.157/2001. ... ((6) Following the deregistration of the transferred European company, the trade register office shall communicate to the Journal of the European Union, at the expense of the company, an announcement regarding the deregistration of the company from the Romanian trade register its seat in another Member State. ... ---------- Art. 270 ^ 2 e) was introduced by item 12 12 of art. I of EMERGENCY ORDINANCE no. 52 52 of 21 April 2008 , published in MONITORUL OFFICIAL no. 333 333 of 30 April 2008. + Title VIII Offences Contraventions and offences ---------- The name of Title VIII has been amended by point 184 184 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 270 ^ 3 (1) Violation of art. 74 constitutes contravention and is sanctioned with a fine of 2,500 lei to 5,000 lei. ... (2) Violation of art. 131 131 para. (4) constitutes a contravention and is sanctioned with a fine of 5,000 lei to 10,000 lei. ... ---------- Alin. ((2) of art. 270 ^ 3 was amended by section 4.2. 65 65 of art. I of EMERGENCY ORDINANCE no. 82 82 of 28 June 2007 , published in MONITORUL OFFICIAL no. 446 446 of 29 June 2007. (3) The finding of contraventions and the application of sanctions provided in par. (1) and (2) shall be carried out by the control bodies of the Ministry of Public Finance-the National Agency for Fiscal Administration and its territorial units. ... ---------- Art. 270 ^ 3 was introduced by item 185 185 of art. I of LEGE no. 441 441 of 27 November 2006 , published in MONITORUL OFFICIAL no. 955 955 of 28 November 2006. + Article 271 It is punishable by imprisonment from 6 months to 3 years or with a fine the founder, administrator, general manager, director, member of the supervisory board or directorate or legal representative of the company who: a) presents, in bad faith, in the prospectuses, reports and communications addressed to the public, untrue data on the formation of the company or on the economic or legal conditions of it or hide, in bad faith, in whole or in part, such data; ... b) presents, in bad faith, to shareholders/associates a inaccurate financial situation or with inaccurate data on the economic or legal conditions of the company, in order to hide its real situation; ... c) refuse to make available to experts, in cases and under the conditions provided in art. 26 and 38, the necessary documents or prevent them, in bad faith, from carrying out the duties received. ... ---------- Article 271 has been amended by point 2 2 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 272 (1) It is punishable by imprisonment from 6 months to 3 years or with a fine the founder, administrator, general manager, director, member of the supervisory board or directorate or legal representative of the company who: ... a) acquires, in the account of the company, shares of other companies, at a price that it knows clearly superior to their actual value, or sells, on account of the company, shares that it holds, at prices that it is aware of lower their actual value, for the purpose of obtaining, for himself or for other persons, a use in the damage of society; ... b) uses, in bad faith, goods or credit enjoyed by the company, for a purpose contrary to its interests or for its own benefit or to favor another company in which it has direct or indirect interests; ... c) borrow, in any form, directly or through an interposed person, from the company he manages, from a company controlled by this or from a company that controls the company he manages, the amount borrowed being superior to the limit provided in art. 144 ^ 4 para. ((3) lit. a), or makes one of these companies grant him any guarantee for his own debts; ... d) violate the provisions of art 183. ... (2) It is not a criminal offence provided in par. ((1) lit. b), if it was committed by the administrator, the director, the member of the directorate or the legal representative of the company in treasury operations between the company and other companies controlled by it or controlling it, directly or indirectly. ... (3) It is not a criminal offence provided in par. ((1) lit. c), if it is committed by a commercial company that has the status of founder, and the loan is made from one of the controlled companies or that control it, directly or indirectly. ... ---------- Article 272 has been amended by section 6.6. 3 3 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 272 ^ 1 It shall be punishable by imprisonment from one year to 5 years the founder, administrator, general manager, director, member of the supervisory board or directorate or legal representative of the company who: a) spread false news or use other fraudulent means that have the effect of increasing or decreasing the value of the shares or bonds of the company or other securities belonging to him, for the purpose of obtaining, for himself or for other persons, a use in the damage of society; ... b) collect or pay dividends, in any form, from fictitious profits or that could not be distributed, in the absence of the annual financial situation or contrary to those resulting from it. ... ---------- Art. 272 ^ 1 has been amended by section 4.2. 4 4 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 273 It is punishable by imprisonment from 3 months to 2 years or by fine the administrator, the general manager, the director, the member of the supervisory board or the directorate or the legal representative of the company who: a) issue shares of less than their legal value or at a price lower than the nominal value or issue new shares in exchange for cash contributions, before the previous shares have been paid in full; ... b) is used, in general meetings, by unsubscribed or undistributed shares to shareholders; ... c) grants loans or advances on the shares of the company or constitutes guarantees under conditions other than those provided by law; ... d) hand over to the holder the shares before the term or hand over shares released in whole or in part, apart from the cases established by law, or issue bearer shares without being paid in full; ... e) does not comply with the legal provisions regarding the cancellation of unpaid shares; ... f) issue bonds without complying with legal provisions or actions without including the mentions required by law. ... ---------- Article 273 has been amended by section 6.6. 5 5 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 274 Shall be punishable by imprisonment from one month to one year or by fine the administrator, the general manager, the director, the member of the supervisory board or the directorate or the legal representative of the company who: a) meets the decisions of the general meeting regarding the change of the form of the company, the merger or its division or the reduction of the share capital, before the expiry of the deadlines provided by law; ... b) meets the decisions of the general meeting relating to the reduction of the share capital, without the members being executed for carrying out the varsamant due or without having been exempted, by the decision of the general assembly, of payment Subsequent payments; ... c) meets the decisions of the general meeting regarding the change of the form of the company, merger, division, dissolution, reorganization or reduction of the share capital, without informing the judicial body or in violation of the prohibition established by it, if the face of the company has started the prosecution. ... ---------- Article 274 has been amended by section 4.2. 6 6 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 275 (1) It is punishable by imprisonment from one month to one year or by fine the administrator, the general manager, the director, the member of the supervisory board or the directorate who: ... a) violates, even through persons interposed or by simulated acts, the provisions of art. 144 144 ^ 3; ... b) does not convene the general meeting in the cases provided by law or violates the provisions of 193 193 para. ((2); ... c) commence operations on behalf of a limited liability company before the full payment of the share capital has been made; ... d) issue negotiable securities representing shares of a limited liability company; ... e) acquires shares of the company in its account in cases prohibited by law. ... (2) With the punishment provided in par. (1) is also punishable by the associate who violates the provisions of art. 127 127 or art. 193 193 para. ((2). ... ---------- Article 275 has been amended by section 6.6. 7 7 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 276 It is punishable by imprisonment from one month to one year or by fine the censor who does not convene the general assembly in cases where it is bound by law. + Article 277 (1) It is punishable by imprisonment from 3 months to a year or with a fine the person who accepted or kept the charge of censor, contrary to the provisions of art. 161 161 para. (2), or the person who accepted the assignment of expert, in violation of the provisions of art. 39. ... (2) The decisions taken by the general meetings on the basis of a report of a censor or expert, appointed in violation of the provisions of art. 161 161 para. ((2) and art. 39 39, cannot be cancelled due to the violation of the provisions contained in those articles. ... (3) With the punishment provided in par. (1) shall also be punished the founder, administrator, director, executive director or censor who exercises his functions or tasks in violation of the provisions of this law relating to incompatibility. ... ---------- Article 277 has been amended by section 8 8 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 278 (1) Provisions art. 271 271-277 shall also apply to the liquidator, in so far as it relates to obligations within the framework of its duties. ... (2) It is punishable by imprisonment from one month to one year or by fine the liquidator who makes payments to associates in violation of the provisions of art. 256. ... ---------- Alin. ((2) of art. 278 278 has been amended by section 9 9 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 279 (1) It is punishable by imprisonment from 3 months to 2 years or with a fine the shareholder or bondholder who: ... a) pass its shares or bonds on behalf of other persons, in order to form a majority in the general meeting, to the detriment of other shareholders or bondholders; ... b) vote in general meetings, in the situation referred to in lett. a), as owner of shares or bonds that in reality do not belong to him; ... c) in exchange for an undue material use, it undertakes to vote in a certain sense in the general assembly or not to take part in the vote. ... (2) The determination of a shareholder or a bondholder that, in exchange for an undue material use, to vote in a certain sense in the general meetings or not to take part in the vote is punishable by imprisonment from 6 months to 3 years or with a fine. ... ---------- Article 279 has been amended by section 6.6. 10 10 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 280 Repealed. ---------- Article 280 has been repealed by point (a) 11 11 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 280 ^ 1 The fictitious transmission of social parts or shares held in a commercial company, for the purpose of committing a crime or evading prosecution or for the purpose of making it difficult, shall be punishable by imprisonment from one year to 5 years. ---------- Article 280 ^ 1 has been amended by section 4.2. 12 12 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 280 ^ 2 Repealed. ---------- Article 280 ^ 2 was repealed by point (a). 13 13 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 280 ^ 3 The use, with science, of the acts of a radiated society, in order to produce legal consequences, constitutes a crime and is punishable by imprisonment from 3 months to 3 years or with a fine. ---------- Article 280 ^ 3 has been amended by section 4.2. 14 14 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 281 The facts provided for in this title, if, according to the Criminal Code or special laws, constitute more serious crimes, are sanctioned with the penalties provided by them. ---------- Article 281 has been amended by section 6.6. 15 15 of art. 33, Title II of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 282 Repealed. ---------- Art. 282 was repealed by para. ((2) art. 156, Cap. VI of LAW no. 85 85 of 5 April 2006 , published in MONITORUL OFFICIAL no. 359 359 of 21 April 2006. + Article 282 ^ 1 Repealed. ---------- Art. 282 ^ 1 was repealed by art. 26, Title II of LAW no. 255 255 of 19 July 2013 , published in MONITORUL OFFICIAL no. 515 515 of 14 August 2013. + Title IX Final and transitional provisions + Article 283 (1) Societies organised on the basis Law no. 15/1990 on the reorganization of state economic units as autonomous kings and commercial companies, with subsequent amendments, privatized or which will be privatised, can operate only on the basis of status. ... ---------- Alin. ((1) of art. 283 283 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". ((2) By amending, under the law, the statutes, associations may call it a constituent act, without thereby giving rise to a new society. ... ---------- Alin. ((2) of art. 283 283 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "company" with the term "company". (3) In existing companies, associations may modify the articles of association, providing in it the documents to which they are to have access, within the meaning of art. 8 lit. i). ... (4) Companies with full or majority state capital may operate with any number of associates. ... ---------- Alin. ((4) of art. 283 283 has been amended by section 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term " companies. + Article 284 The employment of employees at companies is based on an individual employment contract, in compliance with labor and social insurance legislation. ---------- Article 284 has been amended by section 4.2. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term " companies. + Article 285 If the sole associate in a limited company is also an administrator, he can benefit from a pension as a state social insurance, in so far as he has paid the contribution to social security and that for the supplementary pension. + Article 286 The formation of companies with foreign participation, in association with Romanian legal entities or individuals, or with full foreign capital shall be carried out in compliance with the provisions of this law and of the law on the regime of foreign investments. ---------- Article 286 has been amended by section 6.6. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term " companies. + Article 287 Activities that cannot be the subject of a company shall be determined by Government decision. ---------- Article 287 has been amended by section 6.6. 31 31 of art. 18, Title IV of LAW no. 76 76 of 24 May 2012 , published in MONITORUL OFFICIAL no. 365 of 30 May 2012, by replacing the phrase "companies" with the term " companies. + Article 288 Stamp duties and legal notary fees will be paid for authentication of the articles of association. + Article 289 For the purposes of this law, Bucharest is assimilated with the county. + Article 290 (1) Small businesses and profit-making associations, legal entities, established on the basis of Decree-Law no. 54/1990 on the organization and conduct of economic activities on the basis of free initiative and reorganized, until September 17, 1991, in one of the forms of society provided by art. 2 of this law will be able to continue their work. ... ((2) They are the rightful successors of small businesses or of the profit-making associations they come from. ... + Article 291 The provisions of this law are supplemented by the provisions of the Civil Code and the Code of Civil Procedure ---------- Article 291 has been amended by section 6.6. 7 7 of art. 10, Section 3, Cap. II of LAW no. 71 71 of 3 June 2011 , published in MONITORUL OFFICIAL no. 409 409 of 10 June 2011. + Article 292 Companies with foreign participation established until December 17, 1990 will be able to continue their activity according to their act of constitution, approved under the law. + Article 293 Repealed. ---------- Article 293 was repealed by point 4 4 of art. I of LAW no. 302 302 of 24 October 2005 , published in MONITORUL OFFICIAL no. 953 953 of 27 October 2005. + Article 294 On the entry into force of this Law, the provisions of art. 77-220 and 236 of the Commercial Code * *), the provisions relating to small enterprises and to profit-making associations, with legal personality, from Decree-Law no. 54/1990 on the organisation and conduct of economic activities on the basis of free initiative, Decree no. 424/1972 on the establishment and functioning of joint ventures in Romania, except art. 15 15, art. 28 28 para. 1 1, art. 33 33 and art. 35 35 para. 2 and 3, Decree-Law no. 96/1990 on some measures to attract foreign capital investment in Romania. Note ... ---------- ** **) art. IX of Government Emergency Ordinance no. 32/1997 , approved with modifications by Law no. 195/1997 , on the date of entry into force of this ordinance (28 July 1997), art. 237 237-250 and art. 264-269 of the Commercial Code. ---------- -------
