LEGE No. 21 of February 6, 1924 for LEGAL ENTITIES (Associations and Foundations)
ISSUER
PARLIAMENT
Published in OFFICIAL MONITOR NO. 27 of February 6, 1924
+ Chapter 1 I. General provisions A. Legal personality + Article 1 Legal entities under public law are created only by law. Associations and foundations, without profit or patrimonial purpose, created and organized by individuals, can only interest legal personality under the conditions of the present law. They are considered legal entities under private law. Companies and associations provided by trade codes and other laws will have the same character and remain subject to the provisions of those laws. + Article 2 Legal persons of private law existing on the date of promulgation of the present law will continue to operate according to the provisions of the laws, decisions or acts that constituted them and which will be contrary to the public order provisions of this laws. They are obliged, however, that within six months from the promulgation of this law to communicate to the Registry of the Tribunal, in the constituency to which their main administration operates, the titles on the basis of which they have acquired the legal personality, statutes or constituent acts, as well as information that will be required by the application regulation of this law. The court Registry is obliged to register the organization or settlement in the register of legal entities. Offenders at this provision fall under the provisions of art. 94 94 of this law. + Article 3 Associations and settlements for non-profit or patrimonial purposes may not interest the legal personality except on the basis of a reasoned decision of the civil court in the constituent of which they were constituted. This decision can only be made at the request of those concerned: a) After the opinion of the ministry was requested in whose competence the purpose of the association or settlement falls; ... b) After listening to the conclusions of the public ministry and it was found that the statutes or the constituent acts, the composition of the steering and administration bodies and the other conditions, do not contravene the provisions of the present law. ... The interested parties, the competent ministry and the representative of the public ministry have the right of appeal 90. + Article 4 The legal person will be established only from the date of registration of the final remaining recognition decision, in the special register that will be held for this purpose at the graft of each civil court. + Article 5 The legal personality cannot be recognized by a community of associations or settlements not recognized as legal entities. The legal personality is individual and its effect cannot extend beyond the association or settlement for which it was granted. A settlement created by a legal person cannot have a distinct personality therefore of the legal person who created it, unless he is formally recognized, under the conditions established by the present law. + Article 6 The legal personality of associations and settlements that have an illicit object, contrary to public order or good morals, or which are formed in order to achieve such a purpose, cannot be recognized. + Article 7 Legal persons of private law, without profit or patrimonial purpose, who are based abroad, may benefit from their legal personality and operate on the territory of the Romanian State in accordance with the Romanian laws, if they are recognized by the laws of their country and if beforehand they obtained the authorization of the Romanian government The authorizations granted to these legal entities will be registered at their request, under penalty of a fine of 5,000-20,000 lei and in case of relapse under penalty of withdrawal of authorization, in the register of the civil court of the constituency in which it will be establish the headquarters of the administration, branch, or domicile When there is no branch, the choice of residence is mandatory. It is made by authentic act that is published in the Official Gazette and is displayed at the elected office and court of domicile. + Article 8 Without distinction between existing legal entities of private law and those that will be formed in the future, from the date of promulgation of the present law, no modification of statutes or transformation of the character of the association or settlement, no modification of the control and administration bodies, no cessation or dissolution, the operations of liquidation and the award of goods, will be done only according to this law. These persons are obliged to comply with all the provisions declared by public order in the present law. Amendments to the statutes or articles of association shall be subject to the verification and approval of the judicial power 1. B. Use of civil rights + Article 9 Legal entities of private law, falling under the provisions of the present law, can only be used by the rights that are necessary to achieve their purpose and destination. They can only contract obligations in order to achieve this purpose and this destination. + Article 10 Legal entities can only receive liberalities if they are authorized to be royal, based on a council of ministers ' journal. C. Exercise of civil rights + Article 11 Legal entities cannot exercise their rights unless they are endowed with the direction and administration bodies provided for in the statutes, the advisory act or in the present law. + Article 12 The will of legal entities is manifested by their bodies. The legal acts concluded by these bodies, in accordance with the statutes and within the limits of their assigned powers, are considered as concluded by the very legal person they oblige. The acts by which the organs of the legal person would pursue a manifest foreign purpose to which the association or foundation was constituted or recognized, will not have an effect on the legal person. The legal person responds to all contractual, tort and quasi-tort facts, savirsite by her organs during the exercise of their function. Members who form the direction and administration bodies shall be jointly and severally liable for damages arising from their fault, both to third parties and to the legal person itself. D. Headquarters + Article 13 The domicile of the legal person is at the main office of The change of domicile must be declared by genuine act to both grafts of the courts of the new and old domicile. Under the sanction provided in art. 94 of this law, the graft of the old domicile court will make the mention of displacement, and the Registry of the new domicile court will register the legal person in the register provided for in art. 4. + Article 14 The domicile of the authorized legal person, 7, for all judicial and extrajudicial documents concerning him, will be the headquarters of the branch or, in absentia, at the chosen home. E. Surveillance + Article 15 The state has a right of supervision and control over all legal entities under private law. He will follow: on the one hand, that they should be administered and fulfilled their purpose in accordance with the statutes and the constituent acts, and on the other hand, to work against the good morals, public order and the safety of the State. This surveillance and control action will be exercised through the ministry's inspectors and delegates, under the authority and control of which the foundation or association falls, as well as through the higher commission of legal entities. + Article 16 The appointment of the ministry's delegate to the direction and administration bodies can only take place besides the foundations and associations subsidised or related to the State through conventions. The same right, at the appointment of county or communal delegates, have the county or communal authorities for the foundations and associations that will be found towards them in the above situation. The other non-subsidized legal entities are subject to general control through the inspectors of the competent ministries. + Article 17 Each interested authority will not be able to appoint more than one foundation delegate or association. The county or communal authorities may task with this function on the delegate of the ministry or vice versa, the ministry on one of the county or communal delegations. A person can perform this function in addition to several foundations or associations. + Article 18 The delegates of the ministry and, in their absence, the county or communal delegates, have the right to suspend the execution of the decisions of the steering or administration bodies, which would be found to the contrary to the foundation acts, the interior regulations, the conventions with the ministry, its common county, the laws, the good morals, the public order and the safety of the State. This will conclude a minutes that will be communicated urgently to the bodies of the legal person. Delegates will participate in an advisory vote in the meetings of the steering and administration bodies. Directors or administrators are obliged to summon them. In the absence of delegates from the meetings, the steering and administration bodies are obliged to communicate to the delegates the decisions taken. Under the sanction of withdrawal of the mandate of direction and administration and dissolution of the foundation or association, independent of the other civil and criminal sanctions of common law, the persons forming the steering and administration bodies are personal and jointly and severally responsible for the execution of decisions contrary to the acts of foundation, interior regulations, conventions, laws, good morals, public order and security of the State, to which the right of suspension was exercised or not. Delegates will be able to bring to public knowledge, through the Official Gazette and through the more widespread publications in the locality, the number, date and subject of suspended decisions. + Article 19 The steering and administration bodies are obliged to discuss the issues that are the subject of the decision suspended on the basis of art. 18 to receive the solution according to the foundation documents, regulations, conventions, Constitution and laws of the country. In case of refusal of discussion from the steering and administration bodies, or in case of maintaining the suspended decision, the government delegates will immediately bring the case to the attention of the committee of legal entities under the ministry of justice, which will give an enforceable decision. In no more than 3 days off from, the communication of the minutes of suspension, the steering bodies and the administration have the right of appeal to the higher commission of legal entities, which ultimately decides on the provisions to be executed no later than 15 days after receipt of the request. + Article 20 Delegates exercise their right of supervision and control over all the steering, administration and control bodies, foundation or association, under any name would be found, committees or boards of direction and administration, efforts or administrative procedures. epitropes, general meetings, colleges, etc. + Article 21 In all foundations and associations that do not fall under the provision of art. 16, para. 1 and the following, the surveillance and control action will be exercised by the inspectors of the ministry, at the commission's commission or at the request of the steering and administration bodies of the foundations or associations. When the purpose of the legal person falls within the competence of two or more ministries, each of them shall have the exercise of control and supervision. Legal entities whose purposes are insufficiently characterized, from the point of view of the competence of the control bodies, fall under the supervision of the interior ministry. Inspectors will only investigate whether the foundations and associations operate according to the foundation acts or their constituent acts, if the institutions created correspond to the conditions established by these acts and public order conditions of the country's Constitution and laws Inspectors shall not comment and give direct indication to the direction and administration bodies of the foundations or associations. Their findings shall be recorded in written reports on which the competent minister, the administrative or judicial bodies, as provided for in the present law, shall decide. State control does not damage control instituted by the statutes or the articles of association. + Article 22 If the steering or administration bodies do not comply with the laws of the country, founding or founding acts, or if it is found that the assets entrusted to them are scattered, divert, or are used for purposes other than those provided by the founding or founding acts, the public ministry or the ministry under the authority and control of which the foundation or association operates, will send the administrators liable before the Court of Appeal in the constituency to which the main office of the foundation or association. Administrators may be sentenced to dismissal, apart from the other penalties provided for in ordinary laws by common law. + Article 23 Administrators of associations and foundations who in bad faith work on the harm of persons or works entrusted to their direction and administration, will be punished with imprisonment from one month to one year. + Article 24 All the steering and administration bodies of the foundations are obliged to submit to the ministry under the authority and control of which it operates, within 6 months from the promulgation of this law, the copy authenticated from the founding documents and a inventory of wealth possessing, accompanied by the balance sheet and management account of the previous year. F. Termination of personality + Article 25 Associations and foundations lose their legal personality, full law or justice, in cases determined by the present law. Authorized legal entities, according to art. 7, lose the right to operate in Romania and by withdrawing the authorization. This withdrawal is also made by royal decree, on the basis of a journal of the council of ministers. + Article 26 In urgent cases when it is found that a legal person operates against the good morals, public order and safety of the State, the council of ministers, with the opinion of the superior committee of legal entities, may prohibit the functioning of the legal person, until its entry into law, or even may decide to dissolve it. In the latter case, the liquidation of the legal person can only be done by the judicial power under the conditions of art. 29, 54 and the next, 82 and the next. Apart from urgent cases, dissolution can only be done through justice. The higher commission of legal entities appreciates the urgency at the request of the council of ministers or that of the Minister of Justice G. Destination of goods + Article 27 Whatever the cause of termination of the legal personality or withdrawal of authorization, the patrimony of the legal person will receive the destination indicated in the act of foundation, in the statutes or in the articles of association and associations, in case of silence, of acts of formation or statutes, the destination indicated by the decision of the general meeting taken before dissolution. In any event, however, the general assembly may not assign the remaining assets to any other legal person governed by private law in the same or similar country, or to the legal person governed by public law, representing in the State the interests served by the person Abolished legal. In the absence of a statutory indication, or a decision of the general assembly, or before a decision of the general assembly, contrary to the above provisions, the remaining assets will pass into the patrimony of the association or foundation of private law, or public with similar or similar purpose that will be decided by the commission of legal entities under the ministry of justice, taking also the opinion of the minister, under the authority and control of which the disbanded legal person falls. + Article 28 The patrimony of the legal entities dissolved for any of the cases shown in art. 53 53 (point III) para. a and b and art. 81 81 (p. II), proceed to the social assistance fund. II. Liquidation and deletion of registration + Article 29 The liquidation of the patrimony of legal persons under private law shall be made 55 and the next as well as 82 and the next of this law. + Article 30 The deletion of the legal person from the register of legal entities shall be made fully in the register the act that found, declared or decided to dissolve. + Chapter 2 About associations A. Conditions of incorporation + Article 31 The association is the convention by which several persons place in common, on a permanent basis, their material contribution, their knowledge and activity, for the realization of a purpose that does not pursue, personal or patrimonial benefits. The purpose of the association can be or ideally, correspond to the general interests of the collective or only of a social category from which the associations belong, or, finally, to correspond to the non-patrimonial personal interests of the associates. + Article 32 The association in order to be able to acquire the legal personality must be composed of at least 20 members and present in the statutes an organization showing a collective will, independent of the will of the associates as individuals, the constitution of a social heritage, distinct and autonomous from the individual patrimony of each associate. The founding social patrimony will have to be able to at least partially realize the purpose for which the association is constituted. Neither the initial contributions or equipments, nor the periodic contributions nor the subsidies of the Romanian State, counties or communes and in general public law persons, are subject to the authorization provided for in art. 10. The bond of the initial constitution of the social patrimony does not concern the professional associations or unions. + Article 33 The articles of association and statutes will be made in authentic form. The association will not be able to ask for recognition of the quality of legal person, except after the adoption of the statutes by the associates and after the appointment or election of persons who will have according to the statutes, + Article 34 Statutes will include mandatory: 1. Name of association; 2. The object and purpose; 3. The main office and, possibly, branches or subsidiaries; 4. The original patrimony, the amount and its composition, as well as the dues; 5. The steering, administration and control bodies. Statutes cannot derogate from the public order provisions of the present law. In the absence of sufficient statutory provisions for the organization of the association and the regulation of its relations with the association will apply the following provisions. B. Organisation + Article 35 The main bodies of the state association: a) A general meeting, and ... b) A direction, a steering committee or a board of directors. ... + Article 36 The general assembly is the supreme body of the association, it consists of associates, who meet the conditions laid down in the statutes or in the articles of association. In the absence of provision of such conditions, they will be part of the general assembly, all associations, without any distinction. The general meeting will be convened by the person entrusted by the law enforcement bodies of the association supreme leadership. The convocation will take place mandatory in the cases provided in the statutes, or when it will be decided by the steering committee or administration and whenever it will be asked in writing and motivated, the direction of at least one fifth of the number of associates. The convocation will have to include the place and date of convocation, as well as the agenda. Apart from the urgent cases found by the steering committee, which must be communicated at least three days off before the date of the convocation. + Article 37 When those charged with convening, or their replacements are no longer of quality, are absent or prevented from convening, as well as if, although having the quality, refuse to convene, if the statutes and the advisory act do not provide for the situation, the first-president or president of the tribunal, in the constituency of which the association operates, will be able to authorize the associations, which brought to his attention the case, to make the convocation, to delegate the most elderly of them, or the representative the Minister under the authority and control of which the association is found, to preside over the to find her decisions by a record. Without such a representative, the delegation can be given to one of the representatives of the public ministry + Article 38 The General Assembly decides: a) On the benefits and contributions to which the associations will be subject; ... b) Admission and exclusion of members of the association according to the statutes; ... c) On the forms of convocation of the general meeting; ... d) Over the voting mode; ... e) On the quorum and the majority with which they will take the decisions; ... f) On the appointment of the directorate or other bodies of administration and control; ... g) To determine the duties of the bodies under letter f; ... h) To control the activity and management of the steering, administration and control bodies; ... i) To revoke individually or collectively the mandates of the members of the steering, administration and control bodies, when at fault and their acts would jeopardize the interests of the association. ... + Article 39 All associates have equal voting rights. Apart from the exceptions below the steadfastness, and in the absence of other express provisions, no decision can be made unless the convocation has been answered at least half plus one (absolute majority) of the number of associates. At the second convocation it will be possible to decide with the absolute majority of those present, whatever their number. Decisions for the dissolution of the association, or the transformation of the social purpose, must meet at least 2/3 of the total number of the present and absent associates. + Article 40 In addition, the associations will be able to make economic enterprises, as they are related to the main purpose of the association. Such enterprises, however, can only be decided by the general assembly. + Article 41 The proposals or acts made in writing, without deliberation, will have the power of decision, if they are signed by the unanimity of the associates. + Article 42 The associate personally interested, by wife, by direct descendants or ascendants, by his brothers or sisters, in a matter subject to the decision of the general assembly, or the decision of one of the steering or administration bodies, will not be able to take part in vote. Members of the steering and administration bodies will be at least an absolute majority of Romanian citizens. + Article 43 The direction, committee or board of directors represents the association in all acts of its legal life, conforming to the statutes and decisions of the general assembly. After the expiry of the mandate, she shall make the business up to the choice or appointment of + Article 44 The steering and administration bodies are obliged to prepare annually the budget of the association, which they submit to the approval of the general assembly and, possibly, to the higher bodies, to which they are subordinated by special laws. The budget will be drawn up by chapters and articles, distinct amounts for personnel, material and miscellaneous expenses. The approval and ordering of expenditure shall be taken into account of the destination of the budgetary allocations. In the legal entities subsidized by the state, county and communes, the granting authority will be able to ask, on the occasion of the total or partial ordinance of the subsidies, to justify the improvement of the last ordered subsidy. + Article 45 These bodies are also obliged to present to the general assembly the management balance at the end of each social year. A copy of the budget and balance sheet will be presented to the ministry under the authority and control of which the association is found + Article 46 When the steering, administration and control bodies cannot function because of the holiday, absence, illness or any other cause of preventing any of its members, the first president and the president of the tribunal, from the association's headquarters, office, or at the request of those interested, until the general meeting that will be convened, according to art. 36 and 37, in order to decide the body in law to complete, giving the provisional delegation, under the conditions of the statutes, the articles of association and the law, to the associates who personally will believe that they could better respond to this call. C. About associates + Article 47 The quality of the associate is personal and individual, she cannot pass to the successors. + Article 48 The associate is entitled to exit at any time from the association, provided that he communicates his decision to the steering and administration bodies, at least six months before the end of the social year. + Article 49 The statutes or the act will provide for cases of exclusion of associates, the procedure of exclusion, and the organs that pronounce it. The exclusion given by a steering or administration body gives, of interest, a right of appeal to the general assembly, which ultimately decides. When statutes do not provide for cases, procedure and exclusion bodies, on the basis of the present law, the exclusion can only be pronounced by the general assembly by a majority of 2/3. + Article 50 Associations, who withdraw or who are excluded, have no right to social wealth. They remain obliged to pay the dues all the time as they were associated. + Article 51 The earned personal rights of an associate, social or extra-corporate, obliges the association, as their holder would not have expressly waived them by writing. + Article 52 Within 10 days since the decision has become public, the absent associate may ask for his desolidarization of that decision, if he counts it contrary to the statutes, the articles of association or the law. To this end, he will notify his desolation by judicial agent to the governing bodies and the administration, as well as to the competent ministry. The decisions of the general meeting may be appealed by the competent ministry, the public ministry or the interested parties, before the courts of dissolution, for reasons of public order and deviation from the purpose of the company. D. Dissolution + Article 53 The association loses its legal personality in the following cases: I. By decision of the association, when general assembly, according to art. 39, the dissolution will be decided; II. Full straight: a) When the term for which the association was constituted or when the social purpose was realized has expired; ... b) When the purpose of the association cannot be realized; ... c) When the association due to insolvency, cannot continue its activity, having to liquidate; ... d) When the steering and administration bodies can no longer be constituted in accordance with the statutes; ... e) When the number of associates will be decreased below the limit set by the statute or limit fixed by the law; ... III. By judgment: a) When the purpose or action of the association became illicit, contrary to good morals or public order; ... b) When the purpose is pursued by illicit means, contrary to good morals and public order; ... c) When the association, without being authorized as shown in art. 39, relative to the transformation of the purpose, pursues another purpose than that for which it was constituted and which it declared; ... d) When decisions of the general meeting are taken with violation of statutory provisions, constituent acts or law. ... IV. By decision of executive power in art. 25 25 and 26. E. Liquidation + Article 54 In cases of dissolution provided by art. 53 53 para. I, the liquidation of the heritage of the association will be done by the steering and administration bodies, or by the persons appointed by the general assembly The liquidators, in the event of judicial dissolution, shall be appointed by the sentence that decides the dissolution. In case of dissolution of law, at the persistence of the public ministry, or of any interested, the liquidators will be appointed to the council chamber, by the civil court at the association's headquarters. + Article 55 Liquidators are obliged to fulfill all the formalities required by the present law for the registration and publication of the liquidation of the association. The liquidation publications will show: a) The names of the liquidators and the property in which they have installed their offices, if the former administration's place cannot be preserved; ... b) Invitation of creditors to their claims. ... Known creditors must also be invited by individual notifications. Publication will be counted fulfilled after 5 days off from the last insertion. + Article 56 Immediately after their entry into office, the liquidators are obliged, together with the steering and administration bodies of the association, to make the inventory and the balance sheet, from which to find exactly the situation of the asset and the liability. Both inventory and balance sheet will be countersigned by liquidators and representatives of the direction and administration in liquidation. Liquidators will keep a log book for all operations relative to liquidation. The direction and administration will indicate and trust the liquidators the registers and documents of the association. With the appointment of liquidators, the mandate of the steering and administration bodies + Article 57 The association, however, does not cease to be at the end of liquidation + Article 58 Liquidators are obliged to continue the ongoing business, to collect the receivables, to pay on creditors and, if the cash is insufficient, to turn the rest of the asset into money, proceeding first through public auction to the sale of mobile wealth. Liquidators can make the new operations necessary to liquidate the ongoing business. + Article 59 The amount due to the known creditor who does not produce the claim will be recorded in his account. If the payment of the claim cannot be made immediately, or if the claim is challenged, the liquidation will not be declared finished before the creditors are guaranteed. + Article 60 In any case, the liquidators may not conclude the operations and remit to those in law the account of the management, until after the expiration of one year after the publication of the dissolution + Article 61 Liquidators who will contravene the above obligations will be in charge of creditors for damages that will be caused to them by their fault. + Article 62 Both to the association and to the associates, liquidators are subject to the rules of the mandate. + Article 63 After the end of the liquidation, the liquidators are obliged to take stock, to submit it to the court clerk, to the competent ministry and also to publish it in the Official Gazette and in the more spread newspapers. Apart from this, posters announcing the termination of liquidation and the deposit of the balance sheet will be stuck in the court room, at the town hall and on the door of the administration. The liquidators will also file at the court Registry and at the competent ministry a memo describing all liquidation operations and their result. They will file the tribunal and their log book. + Article 64 If within 30 days free from the publication of the balance sheet in the Official Gazette no appeal will arise, the balance sheet will be considered definitively approved and the liquidators will have to, with the authorization of the tribunal, the amounts remaining from liquidation, together with all the registers and acts of the company and the liquidation. Only after this liquidators will be considered as download. + Article 65 Appeals to the balance sheet of liquidators, published under the conditions of the previous article, can be made by any interested in the court of the liquidation All appeals are adjudicated in the first and last court of court by one and the same sentence. + Chapter 3 About foundations A. Conditions of incorporation + Article 66 The Foundation is the act by which a natural or legal person constituted, a distinct and autonomous patrimony of its own patrimony, and destine it, in general, in a permanent way to achieve an ideal goal of public interest. + Article 67 The foundation between the vineyards is constituted by authentic instrument, and the testamentary foundation through one of the forms provided for the wills. Statutes or any other compositions that will accompany the act of foundation made in authentic form will have the same form as this act itself. + Article 68 The foundations bring down the legal personality under the conditions set out in art. 3. The request for recognition can only be made after the establishment and appointment of the steering and administration bodies. + Article 69 The heirs and the founding creditors have the same rights to the foundation as to any other liberality. + Article 70 Neither the founder nor his heirs can revoke the foundation after recording the request for recognition made according to art. 84 84 of this law. + Article 71 If the foundation between the living or the testamentary is recognized the legal person after the death of the founder, the effects of the liberalities previously made to the recognition will occur for the foundations between the vineyards from the date of the authentic instrument testamentary foundations from the date of death of the testator. The same effect will have the liberalities made during the life of the founder, but previously the recognition of the quality of legal person B. Organization + Article 72 The founding act will be void of law and will not be able to give place to the recognition of the quality of legal person, if it does not determine the purpose, does not constitute the patrimony or does not meet the essential conditions required by the The founding act can determine in its contents, or in separate compositions, the steering and administration bodies, their composition, the recruitment of administrators, their mode of operation, or the institutions to be created. The lack of these stipulations does not cancel the act, the foundation following the administration according to the provisions of the present law. + Article 73 Each foundation must have organs of direction, administration and control, established according to the foundation act, the statutes or the composition of the founder, or, in the absence thereof, according to the provisions below. + Article 74 When the foundation act did not determine the steering and administration bodies, the ministry under the authority and control to which the foundation is to function, will ask the Court of Appeal, in the constituency of which the foundation is based, or from the domicile the founder, appointment of the necessary administrators. + Article 75 The Court of Appeal, at the request of the public ministry, at the request of the competent ministry, or at the persistence of one of the interested parties, will make the appointment of the administrators and if the direction and administration established by the founder can no longer be the cause replaced, completed and continued. + Article 76 When the foundation is not found sufficiently organized, the Court of Appeal may decide to replace the inner regulation of operation of the foundation on the basis of the provisions of the The regulation is drawn up by the steering and administration bodies, approved by the ministry and published in the Official Gazette. The administration of the foundation and the appointment of staff will be steering When the foundation cannot be organized so that it corresponds to its purpose, or if its heritage is insufficient, the Court of Appeal, with the opinion of the superior commission of legal entities, will order, if the foundation act does not object, that its patrimony either switched to another private law foundation in the country or institution of public law, having the same purpose or purpose as closely as possible. The provisions of the conciliable founder with the new situation will be respected as much as possible + Article 77 The steering and administration bodies of the foundation have the rights and obligations shown in art. 35 and the next of this law. C. Modification + Article 78 The Court of Appeal, also taking the opinion of the superior committee of legal entities, will be able to decide, at the request of the steering and administration bodies, to modify the organization steadfastened by the founder, if it is indispensable for the preservation goods and accomplishment of the foundation In such case, the decision of the Court will also decide the name of an organization that will serve the steering and administration bodies in preparing the organization and functioning regulation, which will also be subject to the approval of the minister representing the interests general of foundation. Both the steering and administration bodies and the ministry and the judicial authority, will always give, the provisions not related to the foundation act, the interpretation that can ensure the achievement of the goal. + Article 79 After the same procedure, the Court of Appeal, also taking the opinion of the superior committee of legal entities, will be able to modify the purpose of the foundation, in part achievable, when it is found that it no longer has its primitive character and the foundation no longer corresponds his needs or claims that the founder would normally manifest if he could. + Article 80 The change cannot reach the foundation's specialty. In a case, however, the change or modification cannot be decided when it is found that the goal is entirely unachievable. This will also follow when the need for modification or suppression in the act of foundation of the conditions and tasks that could compromise the achievement of the foundation's purpose will be found. In all these cases the judgment will be made with the reading of the founder or his erese in direct line. D. Dissolution + Article 81 Foundation personality ceases in the following cases I. Full straight: a) When its purpose is found fulfilled; ... b) When its purpose can no longer be realized, and ... c) When the foundation became insolvent. ... II. By judgment and by decision of executive power in the cases provided by art. 26 26 and 53. E. Liquidation + Article 82 The liquidation of the foundation's patrimony will be made according to the rules 54 54-65. + Article 83 When the dissolution takes place by judgment, the liquidators will be appointed by the same sentence that decided or declared the dissolution. In the case when the dissolution was operated without intervening any judgment, as well as in the case of para. c under art. 81, the liquidators will be appointed by the civil court at the foundation's headquarters, in the council chamber, at the arousing of the public ministry, or any interested. + Chapter 4 About registering legal entities + Article 84 The registration of legal entities will be made in special registers, held at the civil court Registry at their main headquarters. There will be special registers for associations and foundations. Registration of legal entities under art. 7 will be made at the Registry of the tribunal of their headquarters in Romania or at the chosen home At the foundations, if the indication of the headquarters will not result from the contents of the foundation act, the registration will be made at the Registry of the domicile court, or the last home of the founder. After the establishment of the foundation and its direction and administration bodies, the subsequent entries provided under art. 93 will be done at the Registry of the Foundation's headquarters. + Article 85 The application for registration shall include: 1. Title or name of legal person; 2. The object and purpose; 3. Its main office and branches that will be; 4. The name, profession and domicile of persons under any title shall be charged with direction or administration; 5. Date of incorporation and statutes. + Article 86 The request for associations will be made by the founding members, the direction, or 7 associates. The application for foundations made by acts between the vineyards will be made only by the founder, and after his death, and for the testamentary foundations, by legatee heirs, the testamentary executors, the steering and administration bodies, and the ministry representing the general interest of the foundation to serve. + Article 87 The signatories of the application or one of them will present it to the tribunal joining a) A certified copy of the constitutive act of the legal person; ... b) A copy of the statutes and the act of incorporation of the steering and administration bodies, if it was subsequently appointed; ... c) If the statutes or the appointment of the directorate were voted and adopted in a general meeting, the original duplicate shall be presented from the minutes of the meeting. ... + Article 88 If the court finds that the forms and requirements of the above articles are fulfilled and the foundation and association deserve to have legal capacity, it will decide according to art. 89 and will order the registration. + Article 89 The Tribunal investigates in the council chamber whether the papers filed, for associations and for foundations, meet the conditions and forms provided for in the present law. The conclusions of the competent ministry and the representative of the public ministry are mandatory and the decision will be decided at the public meeting with them. Failure to submit the conclusions of the competent ministry shall be deemed to constitute the legal person. The tribunal will be able to ask the parties for clarification, if it sees fit. + Article 90 The decision is given without right of opposition, but with the right of appeal within 10 days off from the ruling. The final remaining admission decision will be entered by the Registry in the register of legal entities. The documents filed will be kept at the respective files. The appeal is declared at the court clerk. Interested parties, the public ministry and the ministry will be able to appeal against the tribunal's decision On the appeal, the Court, no later than 15 days after the declaration of the appeal, will rule, following the procedure shown above. The decision will be unopposed. Written pleadings may be admitted. The appeal will be made within 15 days of the ruling. + Article 91 The registration will reproduce the content of the statements provided in 85, as well as the date and number of the conclusion that has admitted The entry about the registration will be made on the original of the acts of constitution or statutes. + Article 92 The text of this registration will be published without delay, through the care of the clerk, to the persistence and to the account of those interested, in the Official Gazette and the more spread newspapers. Following the registration of the final decision, the court's Registry is obliged, under the sanction presented in art. 94, as a date with the publication provision in the Monitor, to communicate a copy of the decision to the competent ministry. Each ministry shall be obliged to enter into a special register the recognised associations or foundations subordinated to their control and supervision. + Article 93 Any modification in the composition of the steering and administration bodies and in their duties, the home changes, any appointment and replacement of an administrator, director or accountant, any modification of the statutes and in general of the organization or the purpose of the legal person, the modification, dissolution, liquidation, appointments or replacements of liquidators, all will have to be immediately declared to the Registry, for registration in the register and for publication. The Registrar and the supporting documents will always be issued in support of the application for registration, the documents will be attached to the respective files. The above statements will be made by the steering and administration or liquidator bodies, for all that will be relative to liquidation. They will all have to take care of the necessary publications as well. The statements can also be made by any interested person. In case of home change all subsequent registrations and records required by law will be made at the Registry of the new home court. + Article 94 Any act subject to registration and unsigned or unpublished will not be opposable to third parties. Such an act, however, remains opposable to third parties if it is found that they knew it in another way. Those subject to the declaration and the publications under art. 86, will not be released from their obligations until after the actual execution of the works, except when it will be proved that the works were not executed at the fault of the Registrar. Those who do not comply with these obligations are subject to a fine of 500-10,000 lei. At the same punishment will be convicted and officials who omitted or delayed the records, registrations and publications spoken above besides the punishment of dismissal. + Chapter 5 Competence and procedure + Article 95 The Court of Appeal, in the constituency of which the association or foundation operates, will have in its competence: a) the appointments of the members in the directions and administrations of the foundations of his constituency, according to the norms and in the cases under art. 75 75 and 76. ... Appointments will be made in the council chamber to the persistence of the steering and administration bodies, the public ministry and the interested ministry; b) the revocation of the direction and administration bodies of the foundations in the cases provided by this law. ... The revocations are made after contradictory discussion, and the judgment is pronounced urgently without opposition; c) modification of the organization of the purpose, conditions and tasks of the foundation 80. ... In all these cases, when the amendment is declared necessary, the Court, by decision, will also indicate the changes to be introduced. The procedure will be in the council chamber, at the persistence of the steering and administration bodies, the public ministry and the interested ministry. The Court will be able to order the hearing of the steering and administration bodies, or any person will believe it necessary, and will be able to use the means of proof and information provided by the civil procedure After the conclusions of the representative of the public ministry, the Court shall rule by reasoned decision at the public meeting. The decision is given in the presence of the representative of the public ministry, without opposition right. d) the appointment of the association or settlement, to which the patrimony of the legal person whose being has ceased, in the case provided by art. 79 and the next. ... The procedure will also be in this case of graceful jurisdiction, the work will be done to the persistence of the steering and administration bodies, the public ministry and the interested ministry. + Article 96 For the dissolution of legal persons by judgment, the competent court will be the civil one at the person's seat. This court is competent and if the legal person, losing his rightful personality, cannot consent to end his activity. The appeal is made to the persistence of any interested person. The procedure will be urgent; the term of first appearance will be no more than 15 days off from the date of receipt of the citation. The judgment will be done in particular. The decision will be without right of opposition, with appeal within 20 days of the ruling. The Court will rule on urgency and in particular, without the right of opposition. + Article 97 Disputes between the association and the associates are also judged by the tribunal at the association's main office. All other disputes that may arise during operation or liquidation, will be judged according to the common law, but for all courts with abbreviated deadlines as shown in art. 901-905 of the current trade code of the old kingdom, which in terms of these deadlines in the matter of legal entities will apply throughout the Romanian State. + Article 98 The public ministry will make conclusions as part of all matters that interest a legal person, apart from the cases in which the role of a main party is attributed to him by the law. In front of the higher commission of legal entities the conclusions are made by the Prosecutor General of the High Court of Cassation. + Chapter 6 Higher Commission of legal entities + Article 99 Besides the ministry of justice will operate a higher commission of legal entities that will carry out the duties provided in art. 19, 26, 27.7 6, 78, 82, 101, 102, 103 of the present law and any other duties that will be given to him by laws and regulations. The secretariat of the commission will register in a general register all legal entities in the country falling under the provisions of the present law To this end, each department is obliged to communicate to the higher commission the table of legal entities that fall under their supervision and control, and every year the changes that should be made to these tables, either by enrolling the new persons recognised legal, or by deregistration of those who have been raised this quality. + Article 100 The higher commission of legal entities will operate under the chairmanship of the I.P.S.S. Metropolitan Primat, in its absence, of the Minister of Justice, and will be composed of the following members: 1. Minister of Justice 2. Minister of the department or ministers of departments representing the interests served by the association or foundation interested in the matter filed before the commission; 3. First President of the High Court of Cassation and Justice or, in case of prevention, of the oldest section president of the same High Court; 4. President of the High Court of Accounts and in case of prevention, a counselor delegated by the President; 5. The general manager or administrator of the State institution, which serves the interest similar to that served by the association or foundation brought before the commission 6. President of the Romanian Academy and in case of prevention, a member delegated by the president; 7. An efor delegated by civil hospital efforts; 8. Two efforts, epitropes or administrators of one of the most important legal persons in the country, appointed by the Minister of Justice and by royal decree; 9. The Director of Judicial Affairs of the Ministry of Justice who also performs the office of secretary of the commission; 10. A university rector appointed by the minister; 11. Two of the most reputable jurists in the country. The Prosecutor General of the Court of Cassation is part of the commission only with advisory vote. The mandate of the members appointed by the Minister of Justice is given a period of five years + Article 101 The Commission shall work with the majority of the members present, after the implementing regulation. *) All decisions are given in writing and motivated. The Commission shall be held to call on the authorised representative of the legal person concerned. Failure to present the legal person does not entitle a second calling. For the preparation of the work, the Commission may choose from a permanent delegation composed of not more than three members. The Commission may form a permanent delegation composed of not more than three members to enquiries or to collect the information necessary for its decisions and to supervise the execution of such decisions. Even in a case, however, this permanent delegation cannot give decisions that are exclusively the competence of the plenary committee. + Chapter 7 Unions, federations or groups of legal entities + Article 102 Two or more legal entities will be able to constitute in unions or federations. These unions or federations may not have the legal personality but from the Court of Appeal in the constituency to which the union or federation is to have its main office. The opinion of the superior committee of legal entities will be required obligatory in all cases. The legal personality can only be recognized if it is found, from the point of view of the achievement of the general purpose pursued, the need of the union or + Article 103 The procedure for the acquisition of legal personality is that provided in art. 3 3 of this law. Representatives of the union or federation are obliged as at the request for recognition and registration to indicate the number, name and headquarters of the legal entities that form and copies of the decisions by which each legal personality was recognized. + Article 104 The statutes of unions, federations or groups of legal persons must contain the rules by which these adherent legal persons will be represented on the board of directors and in the general meetings of these unions, federations or groupings. The statutes will also have to include the conditions under which accession is made. Their application for registration will not be admitted in case of non-observation of these provisions. + Chapter 8 Final provisions + Article 105 A regulation will determine in detail the application of this law. + Article 106 The provisions under art. 1 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 38, 39, 44, 45, 53, 68, 69, 71, 72, 73, 74, 75, 76, 77, 79, 80, 81, 82, 85, 86, 87, 88, 89, 90, 91, 92, 93, 94, 95, 96, 97, 98, 99, 100, 101, 102, 103 and 104 are public order. Special laws regarding professional associations or trade unions remain in force, as they do not contravene the public order provisions of the present law. + Article 107 Any provisions contrary to this law are also repealed. + REGULATION applying the provisions for legal entities (Associations and Foundations) of 19 April 1924 + Chapter 1 General provisions + Article 1 Associations and Foundations, without profit or patrimonial purpose, created and organized by individuals, will interest the legal personality on the basis of the law promulgated by royal decree No. 452 of February 3, 1924 and under the conditions established by the present regulation. (Law art. 1 1). + Article 2 The legal entities existing at the promulgation of the law will continue to operate according to the provisions of the laws, decisions or acts that constituted them, as they will not be contrary to the provisions of public order, provided by the legal. (Law art. 2 2). + Article 3 From the date of promulgation of the law for legal persons, any modification of statutes or constitutive acts or transformation of the character of the association or settlement, any modification of the administration and control bodies, of termination or the dissolution of the legal person, the liquidation and the attribution of goods of both legal entities of private law, existing, and those that will be formed in the future, will only be possible in accordance with the provisions of that law. (Law art. 8 8). + Article 4 Legal persons of private law can only receive liberalities if they are authorized for this purpose by royal decree, given on the basis of a journal of the council of ministers, following the report of the minister under whose control the purpose of the institution falls. (Law art. 10 10) + Article 5 Contributions or donations, initials, periodic contributions and subsidies of the Romanian State, counties, communes and in general all persons of public law, as well as manual gifts in money or objects, are exempt from authorization. In the latter cases, the direction of the legal person will be obliged to make individual receipts from a register with the codend. (Law art. 32 32). + Article 6 In respect of contributions received in money, effects or articles of any nature, by way of appeal to public charity, it will proceed in accordance with the provisions laid down in the law for the regulation and control of appeals to the contribution voluntary public, promulgated in the Official Gazette no. 51 of 8 June 1923. (Law art. 32 32). + Chapter 2 Acquisition of legal personality and enrolment of legal entities + Article 7 The legal personality is granted to associates and settlements without profit or patrimonial purpose by the civil court in the constituency to which they were constituted, based on the request of those directly interested. (Law art. 86 86). + Article 8 The application for the acquisition of legal personality will be signed: a) For associations by the founding members, by direction or by 7 associates; ... b) For foundations, only by the founder, when the foundation is made by acts between the vineyards, and after his death and for the testamentary foundations, by the steering and administration bodies, or by the ministry in whose competence the purpose of the association falls the settlement. ... The application will be presented to the tribunal by all signatories or one of them. (Law art. 86 86 and 87). + Article 9 The request for the acquisition of legal personality shall include: 1. Title or name of legal person; 2. The object and purpose; 3. Its main office and branches (subsidiaries) will be; 4. The name, profession and domicile of persons under any title shall be charged with direction or administration; 5. Date of incorporation of foundation or association. (Law art. 85 85). + Article 10 At the request for the interest of legal personality will be joined: a) Children legalized in 3 copies of the authentic instrument of constitution and of the statutes, and if the purpose of the legal person falls within the competence of two or more ministries, a sufficient number of copies of these acts will be joined; ... b) Copy of the acts of appointment or election of the steering and administration bodies, when they were designated after the establishment; ... c) Copies certified from the minutes of the meeting, when the adoption of the statutes or the appointment of the administrative bodies was made in a general meeting. (Law art. 87 87). ... + Article 11 The Court of First Instance ascertains that the forms and requirements of the above articles are fulfilled, will ask for the opinion of the Ministry in which the purpose of the association or settlement falls, while also submitting a copy of statutes and constituent. If the purpose of the legal person falls within the competence of two or more ministries, their opinion will be required. (Law art. 3 3 and 89). + Article 12 The respective ministry once notified will proceed with the necessary research, giving its opinion within 15 days off from receiving the tribunal's address. The ministry's opinion will include the necessary information on the unity of the association or settlement, and whether the articles of association and statutes contain all the necessary provisions to ensure the achievement of the purpose and a good administration of funds. If the association or settlement when it is required to acquire the legal personality is already in activity, it will also show the way of its activity in relation to the purpose and with the provisions of the statutes or regulations, on the basis of which it worked. With the opinion, the ministry will return to the tribunal the exemplary status and constitutive act that was sent to it. (Law art. 3 3 and 89). + Article 13 After receiving the opinion of the competent ministry or after the expiry of the period provided for in the previous article, the tribunal shall fix the day of judgment, reading on the competent ministry and persons who have signed the application, at the declared the settlement. (Law art. 3 3 and 89). + Article 14 At term the tribunal will investigate in the council chamber whether the documents filed for the acquisition of the legal personality meet the conditions laid down by the law and regulation of legal persons and, after hearing the parties and the conclusions of the delegate the competent ministry and the public ministry, will pronounce the sentence in public sitting In case of admission of the application, it will also order the registration of the legal person in that Failure to submit oral or written conclusions of the competent ministry shall be deemed to constitute the legal person. (Law art. 3 3 and 89). + Article 15 The sentence is given without right of opposition and with appeal within 10 days of the ruling. The appeal shall be declared by the interested parties, the public ministry or the respective ministry at the Registry of the Tribunal and shall be adjudicated with the same procedure as in the court, no later than 15 days after its declaration. The Court's decision is not subject to the opposition, but only to the appeal within 15 days of the ruling. (Law art. 7 7). + Article 16 The final admission court decision will be entered in the special register of legal entities through the care of the Registrar. Only after fulfilling this formalities will the legal person be legally established. (Law art. 4 4 and 90). + Article 17 The registration in the register will include according to the documents in the file, all the data provided 9 9 and 10 of the Regulation, as well as the date and number of the decision that gave him and ordered the registration. Mention of this registration will be made on all 3 copies of statutes and constituent acts provided for in art. 10 10 letter a. (Law art. 91 91). + Article 18 After the final decision is entered in the register of the legal person, the Registry shall a) To make public without delay the text of this registration in the Official Gazette and in 2-3 more spread newspapers, to the persistence and on the account of those interested; ... b) To communicate to the competent ministry a copy of the registration decision, accompanied by a copy of the statutes and the articles of association, with the mention provided by the last paragraph of art. Precedent. ... A second copy of the statutes and the articles of association shall be issued to the direction of the legal person and the third copy shall be kept on that file. (Law art. 92 92). + Article 19 The steering bodies or liquidators of the legal person and any interested person shall immediately declare the Registry for registration in the register of legal entities and for publication: 1. Any modification of the statutes and in general of the organization or purpose of the legal person and its termination, dissolution or liquidation; 2. Any modification regarding the composition, duties, change of domicile, appointment and replacement of the steering, administration and liquidation bodies. The persons designated above will also be cared for by the necessary publications. With the registration statements will be delivered to the Registrar and all the necessary supporting documents in supporting the application. (Law art. 93 93). + Article 20 In case of home change, all subsequent registrations and records required by law will be made at the registry of the new home court. In this case, the direction of the legal person will ask the tribunal of the old headquarters that, on the basis of the act that decides to change the domicile, to radiate the registration in its register and at the same time to communicate to the court of the again, certified copy of all the notes entered in the register of the old headquarters court until the date of moving the domicile of the association or settlement. (Law art. 93 93). + Article 21 A settlement created by a legal person cannot have a distinct personality therefore of the legal person who created it, unless he is formally recognized, under the conditions of law. It cannot be recognized the legal personality of associations and foundations that have an illicit object, against public order or good morals or that are formed for such purpose. (Law art. 5 5 and 6). + Chapter 3 Establishment, organisation, operation and termination of legal entities + Article 22 Organizations that can dobindi the legal personality, based on the law, differ in associations and foundations. (Law art. 31 31). + Article 23 The association is the convention by which several persons place in common, on a permanent basis, their material contribution, their knowledge and activity for the realization of a purpose that does not pursue pecuniary or patrimonial benefits. The purpose of this kind of association can be purely ideal, to correspond to the general interests of the collective, or only to a social category from which the associations belong, or finally to correspond to the non-patrimonial personal interests of the associates. (Law art. 31 31). + Article 24 The Foundation is the act by which a natural or legal person constitutes a distinct and autonomous patrimony of its own patrimony and destinies it, in general, on a permanent basis to the realization of an ideal purpose of public interest. (Law art. 66 66). A. Establishment + Article 25 The establishment of associations and foundations between vineyards, in order to equip the legal personality, will be made only on the basis of authentic acts. They will also be made in authentic form: the statutes that will have to accompany the association act of the association, as well as the acts or any other composition could accompany the act of foundation, as well as any subsequent changes to these acts. (Law art. 33 33 and 67). + Article 26 The testamentary foundation will be constituted by one of the forms provided for the wills. (Law art. 67 67). + Article 27 The constituent acts shall necessarily include: For associations: a) Name of association; ... b) Main office; ... c) The names and material contributions of the founders: in cash, in effects or in any kind of goods, with the assessment on the current price, constituting the original patrimony of the association; ... d) The number and names of the persons composing the association, as well as those who form the board of directors and the control committee, with the mention of their profession, domicile and nationality. ... For foundations: 1. Purpose. 2. Constituent heritage. (Law art. 34 34 and 72). + Article 28 The statutes of associations or foundations will necessarily include: a) Name of association or foundation; ... b) Purpose and object; ... c) Duration; ... d) Main office and branches, if they are; ... e) The way of composition and functioning of the administration, direction and control bodies. ... As regards associations, statutes will also specify how to complete the original heritage, as well as how to establish periodic contributions. (Law art. 33 33, 34 and 73). + Article 29 The association in order to be able to equip the legal personality, must be composed of at least 20 members and present in the statutes an organization showing the cooperative will independent of the will of the associates as individuals and the constitution of a distinct and autonomous heritage of the individual heritage of each associate. The founding social patrimony should be able to at least partially realize the purpose for which the association is constituted. The statutes of the association will provide for the formalities and conditions of admission for members, as: age, sex, profession, etc. Also, cases of exclusion, the procedure to be followed and the organs in law to pronounce it. In the absence of such statutory provisions, the exclusion may be pronounced only by the general assembly by a majority of 2/3 of the members present. The associate may withdraw at any time from the association provided that he communicates his request to the direction at least 6 months before the end of the social year (Law art. 32 32). + Article 30 It is specified that, in terms of the admission conditions of the members in the professional associations, the statutes will have to comply in everything with the special provisions of art. 2 2 para. I, art. 4 4 and art. 60 of the law on professional unions, published in the Official Gazette no. 41 of 26 May 1921 (Law art. 106 106). B. Organisation + Article 31 Associations and foundations are led by directorates and administration and controlled by their own verification bodies, apart from the control exercised according to the law by the respective ministries (Law art. 35 35). + Article 32 The statutes of the association or the acts that will rule the organization of the foundation will have to specify precisely the composition and duties of the board of directors, the direction and the control bodies (Law art. 37 37 and 72). + Article 33 The Management Board will work on the rights conferred by the statutes or powers delegated to him by the general assembly. Regarding the functioning of the board of directors, the statutes will specify: a) The number of members to compose it, the duration of the appointment or its choice, the manner and the period of renewal; ... b) The date when the meetings are to take place and the majority with which the decisions are taken; ... c) The person or persons of the council who will represent the institution, in all acts of his legal life, if this right is not specially reserved by the statutes of the directorate ... d) How to complete the places that become vacant in the council until the general meeting is held (Law art. 35 35). ... + Article 34 The direction of the legal person can be entrusted to one or more persons, who will work in accordance with the statutory provisions, or in their absence on the basis of the decision of the general assembly (Law art. 35 35). + Article 35 The control bodies will operate only on the basis of statutory provisions or acts that organize the operation of the foundation, its authority not subordinate to the general assembly, or other higher organs specified in these acts (Law art. 35 35). + Article 36 When any of the administration and control bodies of the association cannot function due to absence, holiday, illness or any other cause of preventing any of their members and when the statutes do not have the consequence, the places will be complete by the president of the tribunal at the headquarters of the association, ex officio or at the request of those interested, giving provisional delegation under the conditions of the statutes, the articles of association and the law of associations which personally will believe that these calls and which will work, until the general meeting is convened, under the conditions established by statute and law (Law art. 46 46). + Article 37 When the administration and control bodies, the foundations were not determined by the act of constitution or when they can no longer be completed due to any cause, then their appointment will be made by the Court of Appeal, at the request of the public ministry, the competent ministry or the persistence of one of the interested parties (Law art. 74 74). + Article 38 When the organization of the foundation finds itself insufficient to ensure the preservation of the goods or the achievement of the purpose pursued, it can be modified by the decision The decision of the Court will be based on the application of the administrative bodies of the foundation or the competent ministry, after the opinion of the higher commission of legal entities will be taken. The decision of the Court of Appeal will also establish the foundations of the new organization, which will serve to amend the organization and functioning regulation of the foundation, or to prepare a new regulation. The regulation is amended or drawn up by the steering and administration bodies of the foundation, approved by the ministry representing the general interests served by the foundation and transcribed into the extract in the register of legal entities, fulfilling the formalities provided for in the present Regulation. Both the steering and administration bodies and the ministry and the judicial authority will always give the unsettled provisions of the foundation act the interpretation that can ensure the purpose of the foundation. After the same procedure, the Court of Appeal also taking the opinion of the superior committee of legal entities, will be able to modify the purpose of the foundation in part achievable, when it is found that it no longer has its primitive character and the foundation no longer corresponds social needs and intentions that the founder would normally manifest if he could. The provisions of this Regulation regarding the organization and functioning of legal entities (Law art. 78 78 and 79). + Article 39 If the Foundation's patrimony is not sufficient or if from any other causes the foundation cannot be so organized to ensure the achievement of the purpose for which it was created, the Court of Appeal, with the opinion of the superior committee of legal persons, may order, if the act of foundation does not object, that its patrimony be passed to another foundation of private law in the country or institution of public law, having the same purpose or a purpose as similar as possible. The provisions of the founder, conciliable with the new situation, will be observed as much as The decision of the Court will be made on the basis of the application, either of the direction or administration bodies of the foundation or of the ministry under which the foundation falls. In such cases, the deletion from the register of legal entities of the foundation dissolved by the decision of the Court of Appeal (Law art. 76 76). + Article 40 The association, apart from the administration and control bodies provided for in art. 73 of the law, will have as an upper body a general assembly made up of associations that meet the conditions provided by the statutes. All associations have equal voting rights (Law art. 36 36 and 39). + Article 41 The statutes will determine: 1. Date of the young ordinary general meeting; 2. Cases when the extraordinary general meeting can be convened; 3. Formalities of convocation and bodies in the right to summon them. When the statutes do not have, the convocation will be made by the direction or the board of directors, ex officio or by written or reasoned request of at least one fifth of the number of associates; it will also be possible to make the court in the cases provided for in art. 37 37 of the law. The convocation will have to include the day, the time and the place where the assembly is to be held, as well as the agenda; apart from the urgent cases, found by the management, the convocation will be communicated with at least 3 days free to all interested parties; 4. The formation of the assembly office; 5. The number of members who must be present at the first and second convocations in order for the assemblies to be considered valid constituted, as well as the majorities with which the decisions can be taken. If the statutes do not have them, the meetings of the assembly will not be considered as valid unless the invitations made answered a number of members who after the first convocation to represent the absolute majority of the total associates. Otherwise, the assembly will be postponed to a date set before the agenda of the first convocation, when the assembly will be able to take place with whatever the number of the associates present. The decisions of the general meetings shall be taken with the absolute majority of the members present, apart from the following cases: a) Exclusion of associates, when the decision will be taken by a majority of 2/3 of the members present; ... b) Decisions regarding the dissolution of the association or the change of social purpose shall be taken by a majority of 2/3 of the total number of associates present and absent. ... 6. Polling mode: 7. The powers of the general assembly (Law art. 36 36, 39 and 49). + Article 42 All acts that are not specifically reserved by the statutes of the administration and control bodies fall within the competence of the general assembly. In particular, however, the following tasks remain the general assembly: 1. Verification and approval of the balance sheet and management account; 2. The discharge of the management board; 3. Establishment of benefits and contributions to which associations will be subject; 4. Election and revocation of administration and control bodies; 5. Approval and modification of the budget (Law art. 38 38). + Article 43 The statutes will determine which body of the association belongs to the right to decide the foundation of new branches, also on the functioning of these branches and the relations between the branches and their plant (Law art. 34 34). + Article 44 The statutes of the association or the acts that have the organization of foundations will determine the date of the end of the financial year, when the balance sheet and the management account (income and expenses When the statutes do not fix the date of the conclusion of the balance sheet, it will be drawn up on December 31 (Law art. 45 45). + Article 45 The review will be concluded on the basis of the following a) The detailed inventory of movable and immovable property, encompassing their kind and value, which will be drawn up at the end of each social year. Note in the inventory and all debts that the institution would have to pay at this age; ... b) The log book, in which it will be noted throughout the year, according to their performance, all the entries and exits of movable or immovable property that contribute to the increase or decrease of the patrimony of the legal person (Law art. 45 45). ... + Article 46 The balance sheet in the two distinct parts (asset and liability) will include: I. The elements constituting the asset of the legal entity, namely a) Numerary located in the house or deposited at different financial institutions; ... b) The value of public effects in the house or deposited, for storage at other institutions; ... c) The value of furniture and various own installations; ... d) The value of various articles and materials that would be in the institution's deposits at the making of inventory, also the value of furniture, instruments, vehicles and other similar goods, etc., which help to achieve the person's purpose legal, etc. ... II. Elements constituting the liability of the legal entity, namely; 1. The debts that the institution has contracted; 2. The rest form the net patrimony of the legal person will appear on the balance a) In the form of a global fund or various special funds provided by the statutes or the act of foundation, and ... b) Exceent of the year (Law art. 45 45). ... + Article 47 The management account (revenue and expenditure) drawn up on the basis of the special provisions of the statutes shall include I. On income a) Exposure carried forward from the previous year; ... b) The own incomes of the legal person, namely: the members ' contributions, the taxes contributed by those who use the work undertaken by the institution, the interest and the coupons resulting from the placement of the available amounts, the income buildings as well as of all their own economic enterprises; ... c) The amount of periodic grants awarded by various public or private institutions; ... d) Amounts from various incidental incomes: donations, contributions, product of celebrations and calls addressed to public charity, etc.; ... e) The eventual deficit of the year. ... II. At expenses 1. The deficit possibly carried over from the previous year; 2. The amounts that were spent, in particular for the realization of the purpose of the legal person; 3. Amounts spent with the administration in general (salaries, lighting, heating, rents, etc.) and with the maintenance or amortization of furniture or buildings of the institution; 4. Exceent of the year (Law art. 45 45). + Article 48 The direction or administration of the legal person, together with the conclusion of the balance sheet and the management account for the expired year, will proceed to the preparation of the budget of expenses and revenues for the next year (Law 45 45). + Article 49 The budget will be drawn up by chapters and articles, distinguishing the amounts according to the criteria provided in art. 44 of the law and art. 47 of the Regulation, regarding the preparation of the management account. When registering receipts and payments in general and the approval and ordering of expenses in particular, the budgetary allocations will be taken into account (Law art. 45 45). + Article 50 The balance sheet, the management account and the budget, after being checked by the control bodies provided by the statutes of the legal person, will be subject to the approval of the general meeting or other special bodies provided for in the foundation act or by special laws (Law art. 38 38). + Article 51 Within three months after the closing of the balance sheet, a copy in two copies of the accounts referred to in the previous article shall be submitted to the Ministry under the control and authority of which the legal person is The Ministry, after verifying the accounts received, will return to the direction of the legal person a targeted copy, and the other copy will be kept in the archive of the ministry (Law 45 45). + Article 52 Also, after holding the general meeting in which the balance sheet and the budget of the association were approved, will be submitted to the respective ministry and a certified copy from the minutes of the meeting (Law art. 45 45). C. Termination of personality + Article 53 Associations and foundations lose their legal personality in the following cases: I. Full straight: a) When the social purpose is fulfilled; ... b) When the social purpose can no longer be realized; ... c) When the association or foundation being insolvent is forced to liquidate. ... For legal entities in the form of an association the following cases are added: 1. When the term for which the association was constituted has expired; 2. When the administration and control bodies can no longer be constituted in accordance with the statutes; 3. When the number of associates will be decreased below the limit set by the statutes or the law. II. By judgment: a) When the means that are used to achieve the purpose or the very purpose have become illicit, contrary to good morals or public order; ... b) When the association or foundation, without having fulfilled the necessary legal formalities for the transformation of the social purpose, pursues a purpose other than that for which it was constituted and which it declared; ... c) When the Foundation's patrimony is insufficient and the Court of Appeal will decide to move to another foundation; ... d) For associations and when the general assembly takes decisions contrary to the statutory provisions or the law. ... III. By decision of the executive power, in the cases provided by art. 25 25 and 26 of the law. IV. By the will of the parties, if the general meeting of the association will be decided to dissolve in the manner and conditions provided by law (Law art. 53 53). D. Liquidation + Article 54 The liquidation of the patrimony of legal persons under private law will be made in accordance with the provisions 55 55-56 of the law. (Law art. 54-65 54-65). + Article 55 In the event of dissolution of the legal person, the liquidators shall be appointed as follows: a) By the sentence that decides the dissolution, in case it took place by judgment; ... b) By the civil court of the registered office, in the council chamber, at the arouses of the public ministry, or of any interested, in cases when the dissolution took place by law or on the basis of the decision of the executive power; ... c) The general meeting of the association when the dissolution was made on the basis of the decision of this organ. In case the general liquidation meeting did not name the liquidators, the liquidation of the patrimony is done by the steering or administration bodies (Law art. 54 54). ... E. Radiation of registration and destination of goods + Article 56 The deletion of the legal person from the register of legal persons is made on the basis of the act that found, declared or decided to dissolve or following the move of the legal person's headquarters (Law art. 30 30). + Article 57 Whatever the cause of termination of the legal personality, the patrimony of the legal person resulting from the liquidation, will receive the destination indicated in the act of foundation or in the statutes (Law 27 27). + Article 58 At the associations, in case of silence of the statutes, the destination will decide the general assembly that took place before the dissolution. In the absence of a statutory provision or a decision of the general assembly or in the face of a decision taken against statutory or law provisions, the destination of the estate will decide the higher commission of legal persons after taking and the ministry's opinion under the authority and control of which the abolished legal person In all these cases, the remaining assets will only be awarded to a legal person of private law in the country with identical or similar purpose, or legal persons of public law representing in the State the interests served by the legal person abolished (Law art. 27 27). + Article 59 If the legal person was dissolved by judgment or by the decision of the executive power, according to art. 53 (amp; 11 para. a and b and III) of the regulation, then its heritage will pass to the social assistance fund (Law art. 28 28). + Chapter 4 Unions and federations of legal entities + Article 60 Two or more legal persons may be constituted in unions or federations, towards the realization of a unitary purpose and close to the social purpose of each legal person. These associations of legal entities may not acquire legal personality except from the Court of Appeal in the constituency to which the union or federation is to have its main office. The legal personality can be granted only if it is found, from the point of view of the achievement of the general purpose pursued, the need of the union One cannot recognize the legal personality of a community of associations or settlements unknown as legal persons (Law art. 5 5 and 102). + Article 61 The procedure to be followed for the acquisition of legal personality and the registration of such associations of legal persons shall be that provided for in Chapter II of this Regulation for associations It is specified that for the interest of legal personality, apart from the opinion of the competent ministry, the opinion of the higher commission of legal entities (Law art. 102 102 and 103). + Article 62 Representatives of the union or federation are obliged as in the application for recognition and registration, apart from the stipulations provided for associations, to indicate the number, name and headquarters of the legal entities that form it, joining children from the decisions by which each legal personality was recognized (Law art. 103 103). + Article 63 The unions and federations shall be constituted by a constituent act in authentic form, accompanied by the respective statutes, complying with the provisions laid down in this Regulation for the establishment, organization and termination of the officials of persons legal in the form of associations (Law art. 3 3 and 103). + Article 64 The statutes of these unions or federations shall include inter alia: a) The rules after which the adherent legal entities will be represented on the board of directors and in general meetings, as well as the manner of appointment and election of the control bodies; ... b) The conditions under which the adhesions of the legal entities may be received, thus established to contribute to the unification of the management and activity of the associated institutions (Law 104 104). ... + Chapter 5 Supervision and control + Article 65 Apart from the control established by the statutes or the articles of association, the State has a general and permanent right of supervision and control over all legal persons of private law without profit, associations, foundations, unions or federations. This control aims aside for legal entities to function and to administer according to the purpose and provisions of the statutes, constituent acts and regulations, and on the other that they do not work against the good morals, public order and state security (Law art. 15 15). + Article 66 The general surveillance and control action shall be exercised by: 1. The Ministry under the authority and control of which the legal person falls after the distinction 16 of the law, by its delegates and inspectors, as well as by the higher commission of legal entities; 2. Public Ministry; 3. Delegations of the county and communal authorities, but only for the legal entities they subsidize (Law art. 15 15). + Article 67 When the purpose of the legal person falls within the competence of two or more ministries, each of them shall have the exercise of control and supervision. When the goal is not sufficiently characterized from the point of view of the composition of the control bodies, then legal entities fall under the supervision of the interior ministry (Law art. 21 21). + Article 68 On the occasion of the exercise of control, delegates and inspectors of ministries will have to inform themselves and investigate whether the work of the legal person and the administration of her funds is done in accordance with the statutes and founding acts and in the margins decisions and approvals given by the higher bodies established by these acts or by special laws. Also, if the institutions created correspond and carry out their action according to the conditions established by their basic acts and if this activity is not contrary to the general public order conditions of the Constitution and the laws of the country (Law art. 15 15 and 18). + Article 69 Delegations of ministries, counties or communes, or inspectors of ministries, will make at least twice a year a thorough inspection of the activity of subsidized legal entities, recording those found in a report, which they will submit. Competent Ministry For non-subsidized legal entities this inspection will be done at least once a year, through special delegates of the competent ministry, ex officio, or after the request of the bodies of direction or administration of legal entities. (Law, art. 16 and urm.). + Article 70 Each ministry will make a special register be held on the entire ministry or on directions, in which they will register all legal entities recognized and subordinated to their control and supervision. In the same register will be entered: 1) All changes to the acts after which the legal entities are ruled. 2) Date and total balance sheet and management account which legal entities are obliged to conclude and submit annually to the Ministry. 3 3) The data at which various inspections were made. (Law, art. 92 92). Appointment of delegates, their rights and duties + Article 71 State, county or commune authorities, whenever they subsidize a legal person, will have the right to appoint their delegate permanently to the direction or administration bodies of this institution. On the occasion of granting the grants, those authorities will be able to ask legal persons, by way of conventions, to adopt an activity program and to introduce in their statutes or regulations the necessary changes to ensure that to comply with the agreed schedule, on the social purpose established by the act of constitution of the subsidised legal person. (Law, art. 16 16). + Article 72 The authorities concerned will not be able to appoint each of the legal entities that subsidise a delegate. The same person can be delegated by several authorities and at the same time she can perform this function besides several legal entities. Delegates will be able to be appointed from the senior officials of the controlling authority or members of committees or committees operating under the ministry. (Law, art. 17 17). + Article 73 The delegates of the authorities will work with the steering and administration bodies of legal entities based on the instructions received from the authority or authorities who appointed them. To this end, the delegates will participate in an advisory vote, at the decisions taken by the steering committees or administration, their opinions to the contrary by registering in the minutes of the meeting. Directors or administrators are obliged to convene delegates at meetings, while also submitting their agenda, and in case of their lack of meetings to communicate their decisions taken. (Law, art. 18 18). + Article 74 Apart from the duties provided for in this Regulation, the delegates of the state, county or joint authorities have the special duty to supervise that the activity of the legal entities is carried out according to the agreed At the need and for carrying out their duties, the delegates will be able to make use of the rights conferred on them by art. 18 18 and 19 of the law. (Law, art. 18 18 and 19). About the inspectors + Article 75 In all non-subsidized legal persons, the control will be exercised by inspectors or other senior officials delegated by the competent ministry, ex officio, or at the request of the administrative bodies of the respective institutions. (Law, art. 21 21). + Article 76 Inspectors do not make observations nor give direct indications to the direction and administration bodies of controlled legal entities. They only find the facts they record in written reports, accompanied by cases and minutes concluded on the spot. The reports will be submitted to the competent ministry to decide or refer the case to the other administrative bodies or to the judicial bodies provided by law. (Law, art. 21 21). + Chapter 6 Competence and procedure I. For the courts + Article 77 I am the competence of the civil court in the constituency of which the association or foundation a) Applications of associates and foundations to be granted legal personality; ... b) Applications for the dissolution of associations or foundations made by the public ministry or the competent ministry in the following cases: ... 1. When the purpose or action of the association became illicit, contrary to good morals or public order. 2. When the purpose pursues by illicit means contrary to good morals and public order. 3. When the foundation, without being authorized, as shown in art. 38 of this regulation, relative to the transformation of the purpose, pursues another purpose than that for which it was constituted and which it declared. 4. When decisions of the general meeting are taken with violation of statutory provisions, constituent acts or law; c) The request of the respective ministry to pronounce the dissolution in case when the legal entity loses its full right personality, cannot consent to cease its activity. ... In the cases provided for under points a and b, the court of first instance shall decide by the same decision and by the liquidators; d) Applications of the public ministry or any interested to be called liquidators in cases of dissolution of law of the legal person; ... e) Applications regarding the authorization of the convocation of the general meeting and its presiding; ... f) Applications regarding the completion of the places by delegation in case the steering, administration or control bodies cannot function due to the holiday, absence, illness or any other cause of preventing any of their members; ... g) Applications regarding disputes between associates and association in the cases provided by art. 47 and the following in law; ... h) Applications for any other dispute would arise during operation or liquidation, except as provided above; ... i) Authorization of liquidators to submit to those in law the assets and amounts of money left from the liquidation of the assets of the associations, together with the registers and documents belonging to them. (Law, art. 3 3, 37, 46, 47, 53, 54, 64, 74 and the following, 83, 84 and the following, 96). ... + Article 78 The judgment of the applications referred to in point a, of precedent will be made according to the rations contained in the head. 2 2 of this Regulation. In the cases referred to in points b, c, g and h under the same article, it shall be made urgently and in particular, the term of the first appearance not being able to be longer than 15 days off from the receipt of the citation. The decision of the tribunal will rule without opposition, but with the right of appeal. The appeal deadline will be 20 days after the ruling. The other demands will be resolved in the council chamber. (Law, art. 84 84 and the following, 96). + Article 79 In the cases referred to in point h under art. 77 the procedure will be that of common law, but for all courts the deadlines will be those provided by art. 901-905 of the current trade code, from the old kingdom, which regarding these deadlines will apply throughout the Romanian state. (Law, art. 97 97). + Article 80 The tribunal will be composed of the public ministry, which will draw conclusions as an adjoining party, in all matters that interest legal entities, and as a main part, in cases when the law assigns this role to it. (Law, art. 98 98). + Article 81 The Tribunal is competent to judge in the first instance, with appeal to the Court, the contraventions provided by art. 2 2, 7, 23 and 94 of the law. The term of appeal is 20 days off, counted from pronouncement or communication. (Law, art. 2 2, 7, 23, 94). + Article 82 The Tribunal is also competent to judge in the first and last instance the appeals made by any interested against the balance sheet drawn up and published by the liquidators. (Law, art. 65 65). + Article 83 In the multi-section or full courts, the resolution of all applications and businesses provided for in this paragraph will be within the competence of the Civil-Correctional Section I or the panel presided over by the President of the (Law, art. 3 3, 88 and urm.). II. For Courts + Article 84 I am within the competence of the Court of Appeal of the constituency of which the association or a) Applications made by the competent ministry for the appointment of the necessary administrators, in case the founding act did not determine the direction and administration bodies of the legal entity. ... If the founder's domicile were not in the constituency of the Court where the legal person operates, the application will also be addressed to the Court in the constituency of which the founder resides. b) Applications made by the public ministry, by the competent ministry or by one of the interested parties for the appointment of administrators, in case the direction or administration established by the founders can no longer be of any cause, replaced, completed or continued; ... c) Applications made by the public ministry or by the ministry under the authority and control of which the foundation or association for the revocation of the steering and administration bodies falls, in case it were found that they do not comply with the laws of the country foundation or establishment or if it is found that the assets entrusted to them are scattered, damaged or used for purposes other than those provided for by the founding or founding acts; ... d) The requests of the steering and administration bodies for the modification of the organization of funds, if this is indispensable for the preservation of the goods and the realization of the foundation's purpose; ... e) Applications for the modification of the purpose become only in part achievable of the conditions and tasks of foundations ... In these cases, the judgment will be made with the citation of the founder or erases in direct line, and the decision will also show the changes to be introduced; f) Applications made by the public ministry, the competent ministry, or by the steering and administration bodies to designate another association or foundation to which it intends to pass the patrimony of the legal person whose being has ceased in the cases when the foundation cannot be organized so that it corresponds to its purpose or if its heritage is insufficient. (Law, art. 22 22, 74-76, 78 and 79). ... + Article 85 In all cases above the judgment will be made in the council chamber or with a completely separate from the sitting, at the persistence of the steering and administration bodies, the public ministry or the interested ministry. The court will be able to order the hearing and any person will believe it necessary and will use the means of proof and information provided by the civil procedure. The decision of the Court will be motivated and without opposition; it will be delivered in public sitting, in the presence of the public ministry. (Law, art. 95 95). + Article 86 Appeals made against the sentences of the courts in the cases provided by art. 15 15 of this Regulation and art. 90 of the law will be judged by the Emergency Court, in particular, before any business and without right of opposition. (Law, art. 90 90). + Article 87 Applications for the acquisition of legal personality of unions or federations of legal entities, are also the jurisdiction of the Court of Appeal. (Law, art. 102 102). + Article 88 For the unions or federations to which the Court granted the legal personality, the Registry of the Court is obliged to hold a special register of legal entities, in which all these unions or federations will be registered. This register will contain the same indications as the registers provided for legal persons in the court. (Law, art. 8 8). + Article 89 At the Courts with several sections or complete, the resolution of all applications and business will be within the competence of section I or the panel chaired by the President of the Court. (Law, art. 3 and 88 feet. )). + Chapter 7 Higher Commission of legal entities + Article 90 Besides the ministry of justice, a higher commission of legal entities operates, composed of: 1. I.P.S.S. Metropolitan Primat, as president; 2. Ministry of Justice, which presides in case of lack or prevention of I.P.S.S. Metropolitan Primate; 3. The Minister of the Department or the Ministers of Departments within the competence of which the purpose of the association or foundation concerned falls before the 4. First President of the High Court of Cassation and Justice or in case of prevention of the oldest section president of that High Court; 5. The President of the High Court of Accounts and, in the event of prevention, a counselor delegated by the President; 6. The Director General or the administrator of the State institution serving the interest similar to that served by the association or foundation brought before the commission 7. The President of the Romanian Academy and in case of preventing a member delegated by the President; 8. An efor of the civil hospitals ' 9. Two epitropes or administrators of one of the most important legal persons in the country appointed by the ministry of justice and by royal decree; 10. A university rector appointed by the minister; 11. Two of the most reputable jurists in the country; 12. Director-General of the judicial service of the ministry of justice who will also serve as secretary of the commission. The Prosecutor General of the Court of Cassation is part of the commission only with an advisory vote. In case of prevention, he will be replaced in committee by the magistrate appointed by the law of the judicial organization. The mandate of the members appointed by the Minister of Justice shall be given over a period of (Law, art. 99 99 and 100). + Article 91 The commission convenes the justice minister whenever needed. Her sessions are held at the justice ministry's venue. The convocation is made by written invitations The Commission can only work with at least 7 members. Her decisions are taken only by a majority of 5 votes. They are given in writing and motivated. (Law, art. 101 101). + Article 92 The Prosecutor General of the High Court of Cassation is part of the commission as a representative of the public ministry. In this capacity, he makes conclusions before the committee as an adjoining party, on all matters that interest a legal person. (Law, art. 98 98). + Article 93 The powers of the higher commission of legal entities are: 1. County appeals that the steering and administration bodies of legal entities can make in case of dissatisfaction against the decision of the delegate of the respective ministry to suspend the execution of a decision taken by those bodies. The term of appeal is three days off and flows from the communication of the minutes of suspension. The decision of the superior committee is final It will be communicated to the bodies of the legal person, who will be obliged to execute it no later than 15 days after receipt. 2. It shall rule on the dispute between the delegate of the respective ministry and the steering and administration bodies of legal entities, in case the delegation of the ministry took the measure of suspension of a decision of the steering bodies and they refuse to discuss the issues that are the subject of the suspended decision in order to receive the solution in accordance with the founding acts, regulations, conventions, Constitution and laws of the country or if the suspension is maintained and must be executed. In this case, the higher commission can make a decision binding the legal person. 3. To give its opinion, after the request of the council of ministers or the ministry of justice, if a legal person carries out an activity against the good morals, public order or state security and if the operation must be prohibited until its entry into law or if it must be decided to dissolve it. The whole commission, at the request of the council of ministers or the ministry of justice, will appreciate and give its opinion on the urgency of these measures. 4 4. In case of termination of the legal personality or withdrawal of the authorization and in case neither the statutes nor the general meeting have given indications on the destination of the remaining patrimony or when those indications or decisions would be contrary to the provisions the law, the commission is called to give its opinion on the use of that patrimony, acting as a private or public legal person with an analogous purpose to be assigned. The same powers are assigned to the commission and in case the foundation cannot be organized so that it meets its purpose or if its heritage is insufficient. 5. To give its opinion after the request of the Court of Appeal when it is called to rule after the persistence of the direction and administration bodies of the foundations if for the preservation of goods and the realization of the purpose it is necessary to modify the organization Founder's steadfastness. 6. To give its opinion on the proposal of the Court of Appeal, on the request for modification of the purpose of a foundation which became only in part achievable when it is found that it no longer has its primitive character and the foundation no longer corresponds to social needs and intentions that the founder would normally manifest if he could. 7. To give its opinion at the request of the Court of Appeal if the request for the acquisition of legal personality, unions or federations consisting of two or more legal persons may be admissible. 8. To give its opinion on the requests addressed to the Courts of Appeal for the modification or suppression in the act of founding the conditions and tasks that could compromise the achievement of the foundation's purpose. 9. To give its opinion on any other issues that will be subject to it by the ministry of justice. (Law, art. 99 99). + Article 94 The Commission shall be held to call on the authorised representative of the legal person concerned to hear it. The invitation will be made in writing. Failure to present the legal person does not entitle a second calling. (Law, art. 101 101). + Article 95 The permanent delegation that the commission can choose from its home, according to art. 101 of the law, is competent to collect all the information and elements that would be necessary for the commission for the preparation of its decisions, to do any research and investigations and to vigil the execution of these decisions. Members of the delegation may also be instructed to pre-study the issues before the commission and to make the report possible. The higher commission of legal persons shall keep the following registers: 1. An entry register in which all matters received from the ministry of justice are passed to be investigated by the commission. 2. A register in which all decisions rendered by the higher commission are passed in numerical order. 3. A general register in which after the paintings received from the respective departments, the secretary of the commission will separate the associations and foundations separately, falling under the provisions of the law for legal entities. This register shall include in particular headings: 1. Title or name of legal entities. 2. The object and purpose. 3. Headquarters and branches. 4. Date of establishment. 5. The act on which the legal personality was obtained. 6. The name, profession and nationality of persons composing the steering and administration bodies. 7. The movable and immovable property that possesses, and 8. Further changes. (Law, art. 101 101). + Chapter 8 Final and transitional provisions + Article 96 As far as professional associations or trade unions are concerned, special laws will be applied in the provisions that are not contrary to the public order provisions of the present law. (Law, art. 106 106). + Article 97 Since the promulgation of the law for legal entities ceases the competence of all the authorities that have so far granted the legal personality, this right being exclusively reserved for civil courts (Law, art. 106 106). + Article 98 The legal entities of private law, existing at the date of the promulgation of the present law, are obliged within 6 months from this date to communicate to the court Registry in the constituency to which their main administration operates, the following acts: a) Titles on the basis of which they have acquired legal personality; ... b) Copies certified from the act of association, foundation or union; ... c) Copy of the statutes or regulations after which these legal persons are administered; ... d) Copy from the balance sheet and report of the last year; ... e) A memo containing the information specified in art. Next. ... Copies of the acts provided in par. b and c and the memo will be signed by the steering or administration bodies. (Law, art. 2 2). + Article 99 The submitted memo shall include the following indications: 1. The name and purpose of the legal person constituted. 2. Date of foundation of the association or foundation. 3. The date and authority from which the legal personality with the specification of that title has acquired. 4. The main office, as well as the premises of the various branches that were established at the end of the expired social year 5. Date when the accounts of the legal person are concluded annually 6. The number of persons who made up the association at the end of the expired 7. The wealth of the legal person, specifying the value and the way of the goods from which it 8. Total of revenues and expenses for the expired year. 9. The names of the persons composing the board of directors and the control committee with the mention of the profession of their domicile and nationality. 10. A short history of the activity of the legal person from the establishment until the end of the expired year. (Law, art. 2 2). + Article 100 Legal persons of private law who before the publication of this regulation will have already made the Registry of the tribunal the communication required by art. 2 of the law and in accordance with the publication of the ministry of justice given on the occasion of the promulgation of the law are exempt from making a new communication, except those for which the tribunal will be found that the documents and the data communicated were not complete, the case will be obliged to comply with the provisions of this Regulation. (Law, art. 2 2). + Article 101 The administrations of the trade unions existing at the promulgation of the law, are exempt from the formalities provided for in the previous articles, following that their registration in the register of legal entities under the courts should be made on the basis of communications the respective detour courts. (Law, art. 2 2). + Article 102 In the same period of 6 months provided in art. 98, the steering or administration bodies of the existing legal entities, shall be obliged to submit to the Ministry under the authority and control of which it operates and according to its instructions: 1. Certified copy of direction from the articles of association and of the statutes or regulation. 2. An inventory of movable and immovable property that possesses. 3. The balance sheet and the management account (income and expenses) of the previous social year. (Law, art. 2 2).
