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Law No. 15 Of August 7, 1990, On The Reorganization Of State-Owned Economic Units As 1900 And Companies

Original Language Title:  LEGE nr. 15 din 7 august 1990 privind reorganizarea unităţilor economice de stat ca regii autonome şi societăţi comerciale

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LEGE no. 15 15 of 7 August 1990 (* updated *) on the reorganisation of state economic units as autonomous kings and companies (updated until 14 December 2011 *)
ISSUER PARLIAMENT




-------------- *) The updated form of this normative act until December 14, 2011 is made by the legal department of S.C. "Territorial Center of Electronic Computing" S.A. Piatra-Neamt by including all modifications and additions made by LAW no. 58 58 of 14 August 1991 repealed by EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 ; LAW no. 80 80 of 23 December 1991 ; ORDINANCE no. 15 15 of 9 August 1993 ; ORDINANCE no. 70 70 of 29 August 1994 ** **); LAW no. 55 55 of 15 June 1995 repealed by EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 ; LAW no. 21 21 of 10 April 1996 *** ***); EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 ; LAW no. 219 219 of 25 November 1998 ; EMERGENCY ORDINANCE no. 49 49 of 22 April 1999 ; LAW no. 136 136 of 21 July 2000 ; LAW no. 276 276 of 4 July 2006 ; EMERGENCY ORDINANCE no. 58 58 of 20 June 2007 ; LAW no. 245 245 of 5 December 2011 ; EMERGENCY ORDINANCE no. 109 109 of 30 November 2011 . The content of this act is not an official document, being intended to inform users ** **) ORDINANCE no. 70 70 of 29 August 1994 , published in MONITORUL OFFICIAL no. 246 of August 31, 1994 was republished in the OFFICIAL GAZETTE no. 40 40 of 12 March 1997. ORDINANCE no. 70 70 of 29 August 1994 Republished has been repealed by lit. a) a par. ((1) art. 36 of LAW no. 414 414 of 26 June 2002 , published in MONITORUL OFFICIAL no. 456 456 of 27 June 2002. LAW no. 414 414 of 26 June 2002 has been repealed by par. ((1) art. 298 of LAW no. 571 571 of 22 December 2003 , published in MONITORUL OFFICIAL no. 927 927 of 23 December 2003. *** ***) LAW no. 21 21 of 10 April 1996 was republished in the OFFICIAL GAZETTE no. 742 742 of 16 August 2005. NOTA C.T.C.E. S.A. Piatra-Neamt: According art. 25 of LAW no. 55 55 of 15 June 1995 to accelerate the privatization process, published in the OFFICIAL GAZETTE no. 122 of 19 June 1995, for the field covered by this Law, the provisions Law no. 15/1990 ,, of Law no. 58/1991 ,, of Government Ordinance no. 10/1992 , approved and amended by Law no. 114/1992 ,, and ale art. 5 lit. e) of Law no. 66/1993 shall apply only to the extent that they are not incompatible with its provisions. + Chapter 1 General provisions + Article 1 State economic units, regardless of the body under which they operate, organize and operate, in accordance with the provisions of this law, in the form of autonomous kings or commercial companies. Also, economic units, goods or activities can be, as the case may be, leased or rented in compliance with the provisions of this law. Autonomous regions and companies may, under the conditions of this law, associate themselves for the joint realization of productive and marketing activities. + Chapter 2 Autonomous regions + Article 2 Autonomous regions organize and operate in the strategic branches of the national economy-the arms industry, energy, mine and natural gas exploitation, rail mail and transport-as well as some areas belonging to other branches established by the government. + Article 3 Autonomous regions are legal entities and operate on the basis of economic management and financial autonomy. The autonomous kings can be established by decision of the government, for those of national interest, or by decision of the county and municipal bodies of the state administration, for those of local interest, from the branches and fields established according to art. 2. + Article 4 By the act of establishing the autonomous direction will be established its object of activity, heritage, name and main headquarters. Autonomous regions can set up within their structure: plants, factories, workshops, services, branches and other such subunits necessary to achieve the object of activity. The method of establishing them and their relations within the autonomous and third-party direction are established by the regulation of organization and functioning of the autonomous direction, drawn up by the board of directors and approved by the body that established that direction. + Article 5 The autonomous direction is the owner of assets of its heritage. In the exercise of the right of ownership, the autonomous direction possesses, uses and disposes, autonomously, the goods it has in its patrimony, or collects its fruit, as the case may be, in order to achieve the purpose for which it was constituted. The alienation of real estate belonging to the autonomous direction or the conclusion of transactions in disputes with a value of over ten million lei is made with the approval of the relevant ministry *). ------------ NOTA C.T.C.E. S.A. Piatra-Neamt: According art. 16 of ORDINANCE no. 15 15 of 9 August 1993 , published in MONITORUL OFFICIAL no. 202 202 of 23 August 1993, the value ceilings provided for in art. 5 5 para. 3 3 of Law no. 15/1990 will be updated by the Government, in order to maintain their real value. ------------- Article 6 was repealed by art. 20 of ORDINANCE no. 15 15 of 9 August 1993 , published in MONITORUL OFFICIAL no. 202 202 of 23 August 1993. + Article 7 Repealed. ------------ Article 7 was repealed by paragraph 1. ((1) art. 65 of EMERGENCY ORDINANCE no. 109 109 of 30 November 2011 , published in MONITORUL OFFICIAL no. 883 883 of 14 December 2011. ------------- Article 8 was repealed by art. 20 of ORDINANCE no. 15 15 of 9 August 1993 , published in MONITORUL OFFICIAL no. 202 202 of 23 August 1993. *) NOTE C.T.C.E. S.A. Piatra-Neamt: Paragraph 1 of art. 8 8 has also been repealed by art. 41 of ORDINANCE no. 70 70 of 29 August 1994 , published in MONITORUL OFFICIAL no. 246 246 of 31 August 1994, without regard to the fact that art. 8 was repealed in full by ORDINANCE no. 15 15 of 9 August 1993 , published in MONITORUL OFFICIAL no. 202 202 of 23 August 1993. ORDINANCE no. 70 70 of 29 August 1994 , published in MONITORUL OFFICIAL no. 246 of August 31, 1994 was republished in the OFFICIAL GAZETTE no. 40 40 of 12 March 1997. ORDINANCE no. 70 70 of 29 August 1994 Republished has been repealed by lit. a) a par. ((1) art. 36 of LAW no. 414 414 of 26 June 2002 , published in MONITORUL OFFICIAL no. 456 456 of 27 June 2002. LAW no. 414 414 of 26 June 2002 has been repealed by par. ((1) art. 298 of LAW no. 571 571 of 22 December 2003 , published in MONITORUL OFFICIAL no. 927 927 of 23 December 2003. + Article 9 ------------- Paragraph 1 of art. 9 9 has been repealed by art. 20 of ORDINANCE no. 15 15 of 9 August 1993 , published in MONITORUL OFFICIAL no. 202 202 of 23 August 1993. In order to cover possible deficits, autonomous regions can benefit from subsidies from the state budget or local budgets or contract bank loans. Subsidies shall be granted and administered by the government or local bodies of the state administration, as the case may be, within the limits of the funds provided for in their budgets and may be used only according to the purposes for which they were granted. ------------- Article 10 was repealed by art. 20 of ORDINANCE no. 15 15 of 9 August 1993 , published in MONITORUL OFFICIAL no. 202 202 of 23 August 1993. + Article 11 The operations of receipts and payments of the autonomous direction shall be made by accounts opened with banks. Within the limits of those established by the National Bank of Romania, for current needs, the autonomous direction can carry out operations of receipts and payments in lei and in foreign currency through its own cashier. The operations of receipts and payments with abroad will be carried out through the units of the Romanian Foreign Trade Bank or other banks. + Article 12 Repealed. ------------ Article 12 was repealed by paragraph 1. ((1) art. 65 of EMERGENCY ORDINANCE no. 109 109 of 30 November 2011 , published in MONITORUL OFFICIAL no. 883 883 of 14 December 2011. + Article 13 Repealed. ------------ Article 13 was repealed by paragraph 1. ((1) art. 65 of EMERGENCY ORDINANCE no. 109 109 of 30 November 2011 , published in MONITORUL OFFICIAL no. 883 883 of 14 December 2011. + Article 14 Repealed. ------------ Article 14 was repealed by paragraph 1. ((1) art. 65 of EMERGENCY ORDINANCE no. 109 109 of 30 November 2011 , published in MONITORUL OFFICIAL no. 883 883 of 14 December 2011. ------------- Article 15 was repealed by art. 20 of ORDINANCE no. 15 15 of 9 August 1993 , published in MONITORUL OFFICIAL no. 202 202 of 23 August 1993. + Chapter 3 Trading companies + Article 16 State economic units, with the exception of those constituting themselves as autonomous kings, will be organized in the form of limited liability companies or companies, under the conditions provided by law. + Article 17 The economic units of republican interest are organized as companies by decision of the government, and those of local interest, by decision of the local state administration body. + Article 18 The act of establishment approves the status of the company and will be established: a) legal form, object of activity, name and main office of the company; b) the subscribed share capital, its structure and method of incorporation; c) the method of processing the asset and liability of the state economic unit which is constituted in a commercial company. On the basis of the founding act, the company is entered in the register of chambers of commerce and industry The act of establishment is published in the Official Gazette of Romania. + Article 19 The inventory of the assets of the state economic units subject to transformation in companies, as well as the valuation and establishment of the capital of the companies established on this path shall be made under the conditions established by decision of government. + Article 20 Initially, the share capital of companies constitutes according to art. 17 is wholly owned by the Romanian state in the form of shares or social parts, in relation to the legal form of the company and will be paid in full at the date of establishment of the company. The assets of the company's patrimony are its property, except for those endowed with another title. + Article 21 Companies established under this law have a shareholder, respectively holder of social parts, unique until the total or partial transfer of shares or shares to third parties in the public or private sector, in the country or in abroad, in accordance with the special legislation. + Article 22 In order to prepare, organize and coordinate the activity of transfer of shares or social parts, the National Agency for Privatisation is established, subordinated to the government. The tasks of the agency are those established by special law, as well as by this law, and its organizational structure will be determined by the decision of the government. + Article 23 The companies, established under this law, will transmit to the National Agency for privatization a security equal to 30% of the amount of the established share capital, within 30 days of their establishment. ------------ Paragraph 2 of art. 23 23 has been repealed by art. 79 of LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 169 of 16 August 1991. LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 of 16 August 1991 was repealed by par. ((1) art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 , published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. ------------ Paragraph 3 of art. 23 23 has been repealed by art. 79 of LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 169 of 16 August 1991. LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 of 16 August 1991 was repealed by par. ((1) art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 , published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. ------------ Paragraph 4 of art. 23 23 has been repealed by art. 79 of LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 169 of 16 August 1991. LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 of 16 August 1991 was repealed by par. ((1) art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 , published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. ------------ Paragraph 5 of art. 23 23 has been repealed by art. 79 of LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 169 of 16 August 1991. LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 of 16 August 1991 was repealed by par. ((1) art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 , published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. ------------ Paragraph 6 of art. 23 23 has been repealed by art. 79 of LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 169 of 16 August 1991. LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 of 16 August 1991 was repealed by par. ((1) art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 , published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. ------------ Paragraph 7 of art. 23 23 has been repealed by art. 79 of LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 169 of 16 August 1991. LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 of 16 August 1991 was repealed by par. ((1) art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 , published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. ------------ Paragraph 8 of art. 23 23 has been repealed by art. 79 of LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 169 of 16 August 1991. LAW no. 58 58 of 14 August 1991 , published in MONITORUL OFFICIAL no. 169 of 16 August 1991 was repealed by par. ((1) art. 44 of EMERGENCY ORDINANCE no. 88 88 of 23 December 1997 , published in MONITORUL OFFICIAL no. 381 381 of 29 December 1997. + Article 24 Companies with state capital shall draw up annual revenue and expenditure budget, balance sheet and profit and loss account, under the conditions provided by law. The balance sheet and profit and loss account shall be published in the Official Gazette of Romania, Part III. + Chapter 4 Concession, lease and location of management ----------- Article 25 was repealed by the letter. a) a par. ((2) art. 42 of LAW no. 219 219 of 25 November 1998 published in MONITORUL OFFICIAL no. 459 459 of 30 November 1998. ----------- Article 26 was repealed by the letter. a) a par. ((2) art. 42 of LAW no. 219 219 of 25 November 1998 published in MONITORUL OFFICIAL no. 459 459 of 30 November 1998. ----------- Article 27 was repealed by the letter. a) a par. ((2) art. 42 of LAW no. 219 219 of 25 November 1998 published in MONITORUL OFFICIAL no. 459 459 of 30 November 1998. ----------- Article 28 was repealed by the letter. a) a par. ((2) art. 42 of LAW no. 219 219 of 25 November 1998 published in MONITORUL OFFICIAL no. 459 459 of 30 November 1998. ----------- Article 29 was repealed by the letter. a) a par. ((2) art. 42 of LAW no. 219 219 of 25 November 1998 published in MONITORUL OFFICIAL no. 459 459 of 30 November 1998. + Article 30 State property may be the subject of a tenancy agreement, based on the approval of the government or the state local government body, as the case may be. + Article 31 The lease agreement is concluded on the basis of auction and will include clauses likely to ensure the exploitation of the rented property according to its specificity. The lease agreement may be concluded with any natural or legal person, Romanian or foreign, by the state body in the record and administration of which the goods in question are located. + Article 32 Autonomous regions or companies can conclude with natural or legal persons, Romanian or foreign, management contracts, having as their object the management of sections, plants, factories and other economic subunits in their structure. The general rules on the conclusion of these contracts are approved by government decision. + Chapter 5 Association and free competition + Article 33 Autonomous regions and companies may associate themselves with a view to carrying out joint activities that are of interest to the associates. This association does not give birth to a new legal person, and the relations between the associates will be determined by the association contract. + Article 34 The Association Agreement shall include the following: a) Contracting Parties; b) economic activities that will be carried out jointly; c) the contribution of each party to the achievement of the d) conditions of administration and management of the association; e) how to share the results of the joint economic activities carried out; f) the causes of termination of the association and the way of dividing the results of the liquidation; g) any other clauses necessary for the association's activity. + Article 35 Autonomous regions and companies with partial or total state capital may associate with each other or with third parties legal or physical, Romanian or foreign, for the purpose of creating new companies. ------------ Article 36 was repealed by par. ((2) art. 73 of LAW no. 21 21 of 10 April 1996 published in the Official Gazette no. 88 88 of 30 April 1996. LAW no. 21 21 of 10 April 1996 was republished in the OFFICIAL GAZETTE no. 742 742 of 16 August 2005. Article 37 was repealed by par. ((2) art. 73 of LAW no. 21 21 of 10 April 1996 published in the Official Gazette no. 88 88 of 30 April 1996. LAW no. 21 21 of 10 April 1996 was republished in the OFFICIAL GAZETTE no. 742 742 of 16 August 2005. Article 38 was repealed by par. ((2) art. 73 of LAW no. 21 21 of 10 April 1996 published in the Official Gazette no. 88 88 of 30 April 1996. LAW no. 21 21 of 10 April 1996 was republished in the OFFICIAL GAZETTE no. 742 742 of 16 August 2005. + Article 39 In the application of the provisions of this law, to the formation of companies, the government will proceed to the restructuring of state economic units-enterprises, groups, combined, trusts and other such-on the basis of functional autonomy and financial, aiming at reducing the size of large enterprises and multiplying economic agents that produce the same type of goods, carry out the same type of works or provide the same type of services. For state economic units of local interest, the provisions of par. 1 is applied by prefectures and the City Hall of Bucharest. + Article 40 The State may reserve economic activities to be carried out exclusively by way of state monopolies. Such monopolies, as well as their mode of administration, are established by special laws. + Chapter 6 Common provisions + Article 41 The organisational and functional structure of autonomous regions and companies shall be established by their governing bodies. The staff of autonomous regions and companies are employed by the Director-General and Director respectively. The salary level of the staff employed shall be determined by the management body of the direction or company, depending on the studies and the work actually performed, in compliance with the minimum salary limit provided by law. + Article 42 Autonomous regions and companies, as well as concessionaires and persons who exploit goods rented under the present law, are obliged to carry out their activity in compliance with the legal provisions on environmental protection the environment and to realize from its own sources the appropriate means for this purpose + Article 43 The activity of autonomous regions and companies can be influenced by the state through economic pirates such as preferential interest loans, state orders, subsidies, taxes and fees. Companies created on the basis of this law can be subsidized on the basis of the government's decision for a maximum period of 4 years, with annual reductions of the subsidy amount with rates of 20% of the original amount. No subsidy shall be granted in case of a banknote. + Article 44 Autonomous regions and companies created under this law may directly conduct foreign trade operations. For this purpose they are to constitute specialized compartments of export, import, marketing and conjuncture, with the prior and mandatory consultation of the Ministry of Commerce and Tourism. + Article 46 The amounts in foreign currency bought from authorized banks, against lei, at the exchange rate of the day, for external payments are kept in special accounts opened on behalf of economic agents at commercial banks. ----------- Paragraph 1 of art. 46 46 has been amended by art. 3 of LAW no. 80 80 of 23 December 1991 , published in MONITORUL OFFICIAL no. 263 263 of 23 December 1991. The Ministry of Commerce and Tourism may refuse the import authorization necessary to use these amounts only when the goods whose import is pursued can be purchased from the country under competitive conditions and only if such a measure is necessary in order to balance the balance of external payments. Accordingly, the ministry can also refuse the export authorization for the goods strictly necessary to achieve domestic production. + Article 47 Trade relations between autonomous regions, those between companies with state capital, as well as relations between them or between them and the state will take place on a contractual basis. Contracts concluded between the economic agents referred to in par. 1 will be governed by the principle of contractual freedom and the regulations contained in the Civil Code and the Romanian Commercial Code, with the exceptions arising from this law. + Article 48 Autonomous regions and companies with state capital will be able to practice between themselves and in relations with third parties, the prices arising from the conjugated action of supply and demand, except when on the Romanian market there is not at least three economic agents to market the same type of good, work or service, as well as except in cases where prices are subsidized by the state according to the government's decision. In these latter cases the prices will be determined by the government through negotiation with economic agents. + Article 49 The Romanian Foreign Trade Bank can organize foreign exchange auctions at the request of economic agents who hold, under the law, amounts in foreign currency that they want to transfer to other economic agents, against lei. + Article 50 Autonomous regions and companies with state capital may conclude contracts for sale, execution of works or services with foreign entrepreneurs, with payment in lei, if the amounts in Romanian currency held by them are results from the exploitation of investments made by them in Romania. + Article 51 Disputes of any kind in which autonomous kings or companies with state capital are involved are within the jurisdiction of the courts of common law. For the resolution of disputes between them autonomous regions and companies can also appeal to arbitration. + Chapter 7 Transitional and final provisions + Article 52 Until the total liberalization of the exchanges and the elimination of the distribution system through material balances, autonomous regions and commercial companies with full state capital are obliged to execute the delivery tasks established by the balances prepared by the Ministry of Resources and Industry. To the extent that the beneficiary of the distribution finds that he has a surplus of material from the category of those directed, he may proceed to sell that surplus at prices that may exceed the purchase prices. Such operations will be notified immediately to the Ministry of Resources and Industry. Similarly, the supplier nominated by distribution will also be able to proceed if the beneficiary notifies him, before the conclusion of the contract, that he is not interested in taking over the assigned quota. The refusal to conclude the contract, in violation of the provisions of this article, attracts the civil liability of the autonomous direction or of the guilty commercial company. + Article 53 The assets that remain in state property, such as government buildings, goods necessary to carry out the activities of the state administration, reserves of the state and the like, are registered with the Department of State Reserves and shall be manages directly by the institutions to which they are put into use. The acts of decision on these goods are approved by the Ministry of Finance and the Ministry of Resources and Industry, except in situations where by law it is ordered otherwise. + Article 54 The provisions of this law also apply to companies, corporations, trusts, groups of enterprises and others also established by the reorganization of central or other state economic units through government decisions, until the date Law publication + Article 55 The current plants and other units with similar status cease their activity to the extent of the establishment of autonomous regions and companies according to this law. Their patrimonies will be transmitted to newly created entities in accordance with government decisions that will be adopted for each case. + Article 56 The staff of the abolished plants, as well as the staff of the state economic units transformed into autonomous kings and commercial companies, will be taken over by the latter. This staff, if it is classified with a lower salary, has the right to the difference up to the tariff salary also had at bonuses of seniority, as the case may be, for 3 months. The difference is borne by the state budget. + Article 57 The establishment of autonomous regions and companies according to this law will be made within 6 months from the entry into force of it, except for state agricultural units, for which the term is 9 months. All contracts, authorizations or other documents through which undertakings, institutions, state economic units or part thereof were passed into private property, leased or rented after December 22, 1989, will be re-examined in compliance with the provisions of this law by the National Agency for Privatisation. + Article 58 This law comes into force within 30 days of its publication in the Official Gazette of Romania. At the end of the term art. 57 57 is repealed Law no. 5/1978 on the organization and management of the state socialist units, as well as their functioning on the basis of self-driving and economic and financial self-management, Law no. 3/1988 on the conclusion and execution of economic contracts Law no. 14/1971 on the management of fixed funds, material resources and technical-material supply, as well as any other provisions to the contrary. Also, on the date of this law, the government's decisions on the establishment, organization and functioning of the internal trade of companies on shares and autonomous companies and the government's decision on privatization commercial units or their administration in the commission or mandate system. This law was passed by the Senate at its meeting on July 31, 1990. SENATE PRESIDENT academician ALEXANDRU BIRLADEANU This law was passed by the Assembly of Deputies at its meeting on July 31, 1990. PRESIDENT OF THE ASSEMBLY MARTIAN DAN By virtue art. 82 lit. m) of Decree-Law no. 92/1990 for the election of the Romanian Parliament and President promulgam the Law on the reorganization of state economic units as autonomous kings and commercial companies and we have its publication in the Official Gazette. ROMANIAN PRESIDENT ION ILIESCU ------------------