Law No. 31 Of 16 November 1990 Concerning Companies

Original Language Title:  LEGE nr. 31 din 16 noiembrie 1990 privind societăţile comerciale

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Law No. 31 of 16 November 1990 (republished * *) (* updated *) * companies *) (updated July 7, 2017 *)-PARLIAMENT ISSUING — — — — —-*) Republished pursuant to art. XII, title II of book II of the law nr. 161/2003 on certain measures to ensure transparency in the exercise of public dignities, and public functions in the business environment, the prevention and sanctioning of corruption, as published in the Official Gazette of Romania, part I, no. 279 of 21 April 2003, with subsequent amendments, posing a new texts.
Law No. 31/1990 was also republished in the Official Gazette of Romania, part I, no. 33 of 29 January 1998 and subsequently amended and supplemented by:-Government Emergency Ordinance nr. 16/1998 for the extension of the time limit provided for in art. VI, para. 1 of the Government Emergency Ordinance nr. 32/1997 modifying and completing law No. 31/1990 on the companies, published in the Official Gazette of Romania, part I, no. 359 of 22 September 1998, which was approved by law No. 237/1998, published in the Official Gazette of Romania, part I, no. 477 of 11 December 1998;
-Law No. 99/1999 on measures to speed up economic reform, published in the Official Gazette of Romania, part I, no. 236 of 27 May 1999, as amended;
-Government Emergency Ordinance nr. 75/1999 concerning financial audits, republished in the Official Gazette of Romania, part I, no. 598 of 22 august 2003, with subsequent amendments;
-Law No. 127/2000 for the modification and completion of art. 156 of the law nr. 31/1990 on the companies, published in the Official Gazette of Romania, part I, no. 345 of 25 July 2000;
-Government Emergency Ordinance nr. 76/2001 on simplification of administrative formalities for certain registration and authorization of functioning of the traders, republished in the Official Gazette of Romania, part I, no. 413 of 14 June 2002, as amended and supplemented;
-Law No. 314/2001 to regularize the situation of some companies, published in the Official Gazette of Romania, part I, no. 338 of 26 June 2001, as amended and supplemented;
-Government Emergency Ordinance nr. 102/2002 on measures to stimulate demand for the assignment of the lease and investments in buildings subject to Government Emergency Ordinance nr. 168/2001 concerning the implementation of the value of the livestock buildings, constructions intended for breeding, fattening and exploitation of animal feed factories and disused compound, published in the Official Gazette of Romania, part I, no. 673 of 11 September 2002, approved with amendments and completions by law No. 78/2003, published in the Official Gazette of Romania, part I, no. 194 of 26 March 2003, and its subsequent amendments;
-Law No. 161/2003 on certain measures to ensure transparency in the exercise of public dignities, and public functions in the business environment, the prevention and sanctioning of corruption, and its subsequent amendments;
-Law No. 297/2004 on the capital market, as published in the Official Gazette of Romania, part I, no. 571 of 29 June 2004.
The title was law) as amended by section 1 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Title I General provisions Article 1 (1) to carry out profit-making activities, individuals and legal entities may be associated and may constitute the company with legal personality, in compliance with the provisions of this law.
  

(2) the companies referred to in paragraph 1. (1) based in Romania are legal persons.
  

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Art. 1 was amended by paragraph 2 of article 9. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 2 If the law does not provide otherwise, the companies with legal personality shall be lodged in one of the following forms: a) the company; b) society partnerships; c) joint-stock company; (d) partnerships with limited liability company's) actions and e) limited liability company.
— — — — — — — — — — the introductory part of article 3. 2 was amended by section 3 of article 9. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 3 (1) social Obligations are guaranteed social heritage.
  

(2) Associations in the society and the society full partnerships joint stock or limited partnership shall respond to the unlimited and joint and several obligations. Creditors will head first against its obligations to them and, unless the company pays them no later than 15 days from the date of implementation delay, will be able to straighten these associates.
  

(3) Shareholders, limited partners, associations and the associations in the limited liability company responsible only up to the share capital subscribed.
  


Article 4 the company with legal personality will have at least 2 members, unless the law provides otherwise.
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Art. 4 was amended by paragraph 4 of art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Title II of the Constitution of the company setting-up companies — — — — — — — — — Name of title II has been amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


Chapter I of the articles of incorporation in article 5 (1) the Society partnerships are founded by bylaw, and the joint-stock company in limited partnership joint stock or limited liability is constituted by the Bylaw and status.
  

(2) the limited liability company may be formed and act of will of one person. In this case only the status shall be drawn up.
  

(3) the contract and status may be made in the form of a unique system called enrolled memorandum.
  

(4) where the ending only Bylaw or status, they can be called also memorandum of Association. In the table of contents of this Act, the name of the memorandum of Association shall appoint both the entry and the unique contract and/or articles of Association.
  

(5) In cases where the contract and status of separate acts, constitute the latter will contain the identification data of members and terms governing the Organization, functioning and conduct of company's business.
  

(6) the instrument of Constitution ends under private signature, shall be signed by all the members or, in the case of public petitions. Authentic form of memorandum of Association is required where: (a) goods which have been subscribed) through the intake as social capital is a real estate;
  

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Lit. of paragraphs 1 to 5). (6) article. 5 was amended by paragraph 2 of article 9. 10, Section 3, chapter II. II of law No. 71 in June 2011, published in MONITORUL OFICIAL nr. 409 of 10 June 2011.

b) constitute a collective name society partnerships;
  

c) joint stock company shall be constituted by public subscription.
  

(7) the articles of incorporation and by definite date acquires lodging at the trade register Office.
  


Article 6 (1) the signatories to the memorandum of Association, as well as persons who have an important role in the formation of the company founders are considered.
  

(2) cannot be founders people who under the law are incapable or who have been convicted of offences against Heritage Trust, disregard for corruption offences, offences of embezzlement, false entries, with tax evasion, crimes provided for by law No. 656/2002 in order to prevent and punish money laundering, as well as for measures to prevent and combat the financing of terrorist acts, republished, or for offences covered by this law.
  

— — — — — — — — —-. (2) of article 9. 6 was amended by section 1 of article. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 7 articles of incorporation of the company, partnerships, or limited liability) shall: (a) identification data of members; society partnerships and associations will show full partners;
  

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Lit. the article) 7 was amended by paragraph 2 of article 9. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

b) form, name and registered office;
  

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Lit. b) art. 7 was amended by paragraph 2 of article 9. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

c) the objects of the society, stating the scope and main activity;
  

d) capital, with mention of the contribution of each partner, in cash or in kind, the value of the contribution in kind and method of assessment. Limited liability companies shall specify the number and the nominal value of the social parties, and the number allotted to each social parties associated for his contributions;
  

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Lit. d) art. 7 was amended by paragraph 2 of article 9. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

e) associations which represents and manages the company or non-administrators, their identification data, the powers were conferred on them and if they are to exercise them together or separately;
  

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Lit. s) art. 7 was amended by paragraph 2 of article 9. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
e ^ 1) in the case of limited liability companies, if they are appointed censors or financial auditor, the identification data of the first audit of the first auditor;
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Lit. e ^ 1) article. 7 was amended by paragraph 2 of article 9. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

f) each associated bonuses and losses;
  

g) side-Branch Headquarters, agencies, representative offices or other such units without legal personality-when you set up a date with the company, or the conditions for the establishment of a later date, if there is such an establishment;
  

h) the duration of the company;
  

I) the winding-up and liquidation of the company.
  


Article 8 of the articles of incorporation of the company's shares in joint stock limited partnership will include: a) identification data of the founders; the limited partnership shares will be listed and full partners;
  

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Lit. the article) 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

b) form, name and registered office;
  

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Lit. b) art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

c) the objects of the society, stating the scope and main activity;
  

d) share capital subscribed and paid-up at and where the company has an authorized capital, the amount thereof;
  

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Lit. d) art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(e) the nature and value of the goods) provided as contribution in kind, the number of shares granted to them and the name, or where applicable, the name of the person who brought them as input;
  

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Lit. s) art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

f) number and the nominal value of the shares, specifying whether they are registered or bearer;
  

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Lit. f) art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
f ^ 1) if there is more than one class of shares, the number and the nominal value and the rights of each class of shares;
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Lit. f ^ 1) article. 8 was introduced by section 5 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
f ^ 2) any restriction on the transfer of shares;
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Lit. f ^ 2) of art. 8 was introduced by section 5 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

g) identification data of the first members of the Board of Directors, the first members of the Supervisory Board;
  

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Lit. g) of art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
g ^ 1) powers of administrators and, if appropriate, of Directors, namely members of the Directorate, and if they are to exercise them together or separately;
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Lit. g ^ 1) article. 8 was amended by section 1 of article. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009 to supplement art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007, with 2 ^ 1.

h) identification data of the first audit or the first auditor;
  

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Lit. h) of art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

I) clauses on leadership, management, operation and control of the management of the company's statutory bodies, the number of Board members or the method of calculating this number;
  

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Lit. I) art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
^ 1) repealed;
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Lit. ^ 1) of art. 8 was repealed by section 1 of article. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009 to supplement art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007, with 2 ^ 2.

j) duration of the company;
  

k) the distribution of benefits and losses of tolerance;
  

l) side-Branch Headquarters, agencies, representative offices or other such units without legal personality-when you set up a date with the company, or the conditions for the establishment of a later date, if there is such an establishment;
  

m) any special advantage granted, at the time of establishment of the company or to the point at which the company is authorized to commence business, any person who has participated in the formation of the company or transactions leading to the grant of the authorization in question and the identity of the beneficiaries of such benefits;
  

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Lit. m) art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

n) number of actions the sponsors in limited partnership by shares;
  

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Lit. n) of art. 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

the total amount a) or at least an estimate, of all expenses for formation;
  

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Lit. Article a) 8 was amended by paragraph 4 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

p) mode of dissolution and liquidation of the company.
  


Article 8 ^ 1 identification data. 7(b). a), s) and e ^ 1), art. 8 lit. a), g) and (h)), include: a) for persons: name, surname, personal code and, where applicable, its equivalent, according to the national law applicable, the place and date of birth, domicile and nationality;
  

b) for legal persons: the name, location, nationality, registration number in the trade register or registration code, according to the national law applicable.
  

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Art. 8 ^ 1 was introduced by section 8 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 9 (1) joint stock company shall be formed by subscription and at the same time the share capital by the signatories of the memorandum of association or through subscription by the public.
  

(2) In the case of an integral and simultaneous submissions of social capital by all signatories of the articles of incorporation, the paid-up share capital at incorporation shall not be less than 30% of the subscribed. The difference in issued share capital shall be paid: (a) shares issued for) for a contribution in cash, within 12 months from the date of registration of the company;
  

b) for shares issued for a consideration in kind, within a maximum period of 2 years from the date of registration.
  

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Art. 9 has been modified by point 9 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 9 ^ 1 collective name company limited partnership and limited liability company shall be obliged to pay in full at the time of the establishment of the subscribed share capital.
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Art. 9 ^ 1 was introduced by paragraph 10 of article 10. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 10 (1) the share capital of a joint stock company or limited partnership in the company's shares may not be less than 90,000 lei. The Government will be able to change, no more than once every 2 years, the minimum amount of share capital, taking into account the exchange rate so that this amount represents the equivalent in MDL of 25,000 euro.
  

(2) unless the company is converted into a different form, the share capital of the companies referred to in paragraph 1. (1) cannot be reduced below the minimum legal unless its value is taken to a level at least equal to the minimum amount legally through a capital increase at the same time with the decision to reduce share capital. In case of violation of these provisions, any interested person may apply to the Court to ask for the dissolution of the company. The company will not be dissolved if, pending the final judgement of the backwardness of dissolution, social capital is brought to the minimum amount legally required by this law.
  

— — — — — — — — —-. (2) of article 9. 10 was amended by section 5 of art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(3) the number of shareholders in joint-stock company may not be less than 2. Where the company has fewer than 2 shareholders over a period longer than 9 months, any interested person may apply to the Court for the dissolution of the company. The company will not be dissolved if, pending the final judgement of the backwardness of dissolution, the minimum number of shareholders referred to in this law is reconstituted.
  

— — — — — — — — —-. (3) art. 10 was amended by section 5 of art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.
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Art. 10 has been changed from point 11 of article 1. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 11 (1) the share capital of a limited liability company may not be less than 200 lei and shall be divided into equal shares, which may not be less than 10 lei.
  

— — — — — — — — —-. (1) of article 1. 11 has been changed from point 12 of article 4. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) shares may not be represented by negotiable securities.
  


Article 12 In the limited liability company, the number of members cannot be more than 50.


Article 13 (1) where, in a limited liability company, the shares are on a single person, it shall, in its capacity as sole shareholder, has the rights and obligations incumbent upon, according to this law, the general meeting of members.
  

(2) If the sole member is an administrator, the incumbent and obligations stipulated by law for this quality.
  

(3) The company shall be established by a sole member, the value of the contribution in kind will be determined on the basis of specialized expertise.
  


Article 14 (1) a natural person or a legal person cannot be the sole than in one limited liability company.
  

(2) a limited liability company may not have as sole another limited liability company, consisting of a single person.
  

(3) in the event of infringement of the provisions of paragraph 1. (1) and (2) the State, through the Ministry of public finances, and any interested person may request judicial dissolution of a company thus formed.
  

(4) on the basis of the judgment of dissolution, liquidation will be made under the conditions laid down in this law for limited liability companies.
  


Article 15 the contracts between the limited liability company and a natural person or a legal person, the sole member thereof, shall be concluded in writing, on pain of nullity.


Article 16 (1) Contributions in cash shall be binding on the establishment of any form of society.
  

(2) in-kind must be evaluabile from economic point of view. They are admitted to all forms of society and shall be paid by transferring the appropriate rights and through effective teaching by the company of the goods in use.
  

— — — — — — — — —-. (2) of article 9. 16 has been amended item 13 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) Additions in claims have legal status of contributions in kind, without being admitted to joint-stock companies is through subscription by the public, nor the limited partnership joint stock companies and limited liability companies. The contributions receivable are freedom, according to art. 84. — — — — — — — — —-. (3) art. 16 has been amended item 13 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(4) Benefits or services cannot constitute consideration to the formation or to increase the registered capital.
  

— — — — — — — — —-. (4) article. 16 has been amended item 13 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(5) Associations in the society and associations can compel full benefits at work by way of social contribution, but cannot constitute consideration to the formation or capital increase. In Exchange for this contribution, associations have the right to participate, according to the memorandum, the Division of benefits and social assets, remaining, however, required to attend to the casualties.
  


Article 17 (1) The memorandum of Association in cases where authentication is provided in article. 5 or, where appropriate, to the minutes of its definite date will produce proof issued by the trade register Office regarding availability and booking company and statutory declaration concerning the quality of sole ownership in a single limited liability company.
  

(2) the notary public will refuse to authenticate the memorandum of association or, as the case may be, the person who gives the definite date will refuse the requested operations, if documentation shows that you are not satisfied the conditions laid down in paragraph 1. (1) and (3) the registration of the company and the headquarter will be presented at the trade register Office: — — — — — — — — — — the introductory part of paragraph 1. (3) art. amended 17 of item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".

document proving the) right of use of the space of the head office registered in the tax body within the national agency of fiscal administration in whose constituency lies the headquarters building;
  

b) a certificate issued by the tax body referred to. a), which certifies that for the building of the head office was not recorded another document certifying the cession of right of use of the same building, whether for a consideration or free of charge, or the availability of other contracts which gave right of use of the same building, where appropriate;
  

c) where the certificate issued according to subparagraph (a). b) shows that are already registered with the tax authorities and other documents certifying the right of use of leasing the same building with the destination Office, an affidavit in authentic form regarding compliance with the conditions pertaining to the Office, referred to in paragraph 1. (4) Regulation (EC) on the same premises will be able to work more building societies only if, through its structure and its surface, allows operation of several companies in different rooms or in separate spaces shared. The number of companies operating in a building can not exceed the number of separate rooms or spaces produced by sharing.
  

— — — — — — — — —-. (4) article. 17 has been amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(5) information on the quality of the sole conditions concerning the registered office shall be entered in the commercial register at the expense of the applicant.
  

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Art. 17 was amended by section 1 of article. XIII of the EMERGENCY ORDINANCE nr. 54 of 23 June 2010, published in MONITORUL OFICIAL nr. 421 of 23 June 2010.


Chapter II specific Formalities for the formation of the company's shares through public subscription to article 18 (1) when the joint-stock company shall be constituted through public subscription, the founders will prepare a prospectus that will contain the data specified in article 1. 8, except those concerning administrators and directors or members of the Executive Board and supervisory board as well as on the audit or, if appropriate, on financial auditor, and in which it will establish the date of subscripţiei.
  

— — — — — — — — —-. (1) of article 1. 18 was amended by point 15 of article 2. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the prospectus signed by founders in authentic form you have submitted before publication, the trade registry office in the county where the headquarters will be established.
  

(3) the judge delegate to the trade registry office, noting the conditions of paragraph 1. (1) and (2), authorize the publication of the prospectus of the issue.
  

(4) prospectuses which do not include all of the entries are void. Subscriitorul will not be able to invoke this Declaration of invalidity, if you took part in the constituent Assembly or if it exercised the rights and duties of a shareholder.
  


Article 19 (1) of the action will be Subscriptions make one or more copies of the prospectus of issue of the founders, concerned by the judge as a delegate.
  

(2) Subscription will include: the name and surname or business name, domicile times headquarters subscriitorului; number in letters, of shares subscribed; the date of subscription and express statement that subscriitorul knows and accepts its prospectus.
  

(3) equity holdings in the company, the founders on behalf of reserved by them, though accepted by policyholders, would serve no purpose unless it will be approved by a constituent Assembly.
  


Article 20 not later than within 15 days from the date of closure of the subscription, the founders shall convene a constituent Assembly, by means of a notice published in the Official Gazette of Romania, part IV-a, and in two newspapers with wide spread, 15 days before the date fixed for the meeting. The notification will include the date and place of the Assembly, which may not exceed two months from the date of subscription, and the issues that will be the subject of discussions.


Article 21 (1) the company may be set up only if the entire share capital was subscribed and receiving each shed half of its cash shares subscribed at Casa de Economii Consemnaţiuni C.E.C.-and-fold from a Bank S.A. or at one of their establishments. The rest of the subscribed share capital will have paid up within 12 months of registration.
  

(2) shares representing contributions in kind will have to be covered in full.
  


Article 22 If the subscriptions the share capital exceed public referred to in the prospectus or are lower than this, the founders are obliged to submit to the Assembly's approval of incorporation increase or, where appropriate, the reduction of the share capital at the level of subscripţiei.


Article 23


(1) the founders are obliged to draw up a list of those who, by accepting the subscripţia, shall be entitled to participate in the constituent Assembly, specifying the number of shares each.
  

(2) this list will be displayed at the location of the Assembly, with at least 5 days before the meeting.
  


Article 24 (1) the Assembly shall elect a Chairman and two or more Secretaries. Acceptanţilor will find participation through attendance list, signed by each of them and endorsed by the President and one of the Secretaries.
  

(2) Any receiving takes may make observations on the list displayed by the founders, before going into the agenda of the Assembly, which will decide on his observations.
  


Article 25 (1) constitutive assembly, receiving each entitled to a vote, regardless of the underwritten shares. He may be represented by proxy.
  

(2) No person may represent more than 5 acceptanţi.
  

(3) Acceptanţii who constituted consideration in kind does not have the right to vote in the deliberations relating to their contributions, even if they are subscribers of shares for cash or presents as agents of other acceptanţi.
  

(4) the constitutive Assembly is legal if they are attended by half plus one of the number of acceptanţilor and takes decisions by a majority vote of those present.
  


Article 26 (1) if there is a consideration in kind benefits granted to any person who has participated in the formation of the company or in transactions leading to the grant of the authorisation, the operations of founding the society's account is created and why it is going to take upon himself the founders will ask judge-delegate the appointment of one or more experts. The provisions of article 38 and 39 shall apply accordingly.
  

(2) the report of the expert or experts will be made available to subscribers, the place where they are to meet a constituent Assembly.
  

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Art. 26 was amended by paragraph 16 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 27 (1) Repealed.
  

— — — — — — — — —-. (1) of article 1. 27 was repealed by article 17 pct. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) if the value of contributions in kind, drawn up by the experts, is less than one-fifth that laid down by the founding prospectus, any receiving may withdraw, letting the founding fathers until the date fixed for a constituent Assembly.
  

(3) action acceptanţilor which were devolved to the retired founding can be retrieved within 30 days or, later, by other people, on the verge of subscription by the public.
  


Article 28 the constitutive Assembly has the following obligations: (a) verifies the existence of payments);
  

b) examines and validates the assessment experts report of contributions in kind;
  

c profit participations) approves of the founders and transactions on its behalf;
  

d) discusses and approves the articles of incorporation of the society, members present representing, for this purpose, and those who are absent, and it designates those who will be present for the authentication of the document and the required formalities for the formation of the company;
  

e) called the first members of the Board of Directors, supervisory board, respectively, and the first censors or, where appropriate, first auditor.
  

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Art. Amended 28 of point 18 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 29 (1) payments made under art. 21, for setting up the company through subscription by the public, will be handed over to persons charged with cashing them through the instrument of Constitution, and in the absence of provisions, persons designated by decision of the Board of directors or the Executive Board, after presentation of the certificate to the Office of the trade register, which shows the registration guidelines.
  

— — — — — — — — —-. (1) of article 1. Amended 29 of point 19 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) if the formation of the company did not take place, the refund payments will be made directly to acceptanţilor.
  


Article 30 (1) the founders shall take upon them the consequences of the acts and of the necessary expenses of the establishment of the company, and if, from any cause, it will not pose, they cannot straighten it against acceptanţilor.
  

(2) the founders shall be obliged to hand over the respective Board of Directors, Executive Board, documents and correspondence relating to the formation of the company within 5 days.
  

— — — — — — — — —-. (2) of article 9. 30 was modified by pct article 20. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 31 (1) the founders and first members of the Board of Directors and the Executive Board respectively you have supervisory board, are jointly and severally liable, from the time the company is incorporated, to society and to third parties for:-full subscription to capital stock and making payments stipulated by the law or the articles of incorporation;
-existence of in-kind contributions;
-the veracity of publications made to establish guidelines.
— — — — — — — — —-. (1) of article 1. Amended 31 of item 21 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the founders shall be responsible also for the validity of the transactions concluded on its behalf before and taken it upon himself.
  

(3) the General Assembly will not be able to give discharge to the founders and first members of the Board of Directors and the Executive Board respectively you have supervisory board, for their liability under this article and of article. 49 and 53 for five years.
  

— — — — — — — — —-. (3) art. Amended 31 of item 21 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 32 (1) constitutive Assembly will decide on the share of profit to the founders of a company established by public subscription.
  

(2) the quota set out in paragraph 1. (1) may not exceed 6% of net profit and cannot be granted for a period exceeding 5 years from the date on which the company is incorporated.
  

(3) in the case of an increase in share capital, the founders will be exercised only on the corresponding profit share capital initially.
  

(4) the provisions of this article may only benefit individuals who have been recognized by the quality of the articles of incorporation of the founder.
  


Article 33 in the event of dissolution of the company, the founders have the right to seek damages from the company if dissolution was made in fraud of their rights.


Article 34 the right to action for damages shall be barred by the passage of six months from the date of its publication in the Official Gazette of Romania, part IV-a, the General Assembly decision that decided early dissolution.


Article 35 Repealed.
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Art. 35 was repealed by article 22 pct. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Chapter III Registration of the company Article 36 (1) within 15 days of the date of conclusion of the memorandum of Association, the founders, the first administrators or, where appropriate, the first members of the Executive Board and supervisory board or a trustee thereof will require the registration of the company in the commercial register in whose territorial RADIUS will have the company's headquarters. They respond jointly and severally for any damage that you cause by failure to comply with this obligation.
  

— — — — — — — — —-. (1) of article 1. 36 was amended by the pct, article 23. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the application shall be accompanied by: a) the articles of incorporation of the company;
  

b) proof that the payments under the terms of the memorandum of Association;
  

c) headquarters and said proof of availability;
  

d) in the case of contributions in kind subscribed and paid at incorporation, property, and the laws where they listed real estate, that confirms the certificate tasks that are encumbered;
  

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Lit. d) of paragraph 2. (2) of article 9. 36 was amended by paragraph 24 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

e) certification of completed transactions acts on its behalf and approved by the assign;
  

f) statutory declaration of the founders, the first Admins and, where appropriate, of the first directors, the first members of the Executive Board and the Supervisory Board and, where appropriate, of the first audit to satisfy the conditions prescribed by this law;
  

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Lit. f) of paragraph 2. (2) of article 9. 36 was amended by section 3 of article 9. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

g) other acts or opinions provided for in special laws to establish.
  

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Lit. g) of paragraph 1. (2) of article 9. 36 was introduced by the pct, article 25. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) Repealed.
  

— — — — — — — — —-. (3) art. 36 was repealed by point 26 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 37 (1) control of normatives acts or facts which, according to law, shall be registered in the commercial register shall be exercised by the judiciary through a judge delegate.
  


(2) At the beginning of each judicial year, the President of the Court of first instance will delegate to the trade registry office one or more judges of the Court of first instance.
  

(3) the judge will be able to delegate has, by a reasoned conclusion, making expertise, on behalf of the parties, as well as the administration of other evidence.
  

— — — — — — — — —-. (3) art. 37 was amended by paragraph 4 of art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 38 (1) joint stock companies, if there is a consideration in kind benefits reserved to anyone who has participated in the formation of the company or in transactions leading to the grant of the authorisation, the operations of founding the society's account is created and why it is going to take upon himself the judge-delegate calls, within 5 days from registration of the application, one or more experts from the list of authorized experts. They will prepare a report including a description and assessment of each module aportat will highlight good and if its value corresponds to the number and value of shares granted in return, as well as other items specified by the judge-delegate.
  

(2) the founders shall submit the report within 15 days from the date of its approval to the trade register Office. Trade registry will forward a notice regarding this submission to the Autonomous Regia «Official Gazette», to be published at the expense of the company.
  

(3) in the case of companies established by merger or Division is not necessary in drawing up the report referred to in paragraph 1. (1) submission to the Office and trade register under the terms of paragraph 1. (2) if the draft terms of merger or Division has been subject to an independent expert examination according to the provisions of article 3. 243 ^ 3 para. (1) to (4).
  

— — — — — — — — —-. (3) art. Amended 38 of point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".
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Art. Amended 38 of point 27 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 39 cannot be appointed experts: a) relatives or family members up to the fourth degree inclusive the husbands of those times were a consideration in kind or of the founders;
  

b) persons who receive, in any form, for the functions they fulfil other than that of an expert, a salary or remuneration from the founders, or from those who have been a consideration in kind;
  

c) any person as a result of his business relationships, work or family, lacks the independence to achieve an objective evaluation of contributions in kind, in accordance with the special rules governing the profession.
  

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Art. Amended 39 of point 28 of article 7. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 40 (1) if the legal requirements are met, the delegated judge, through closing, pronounced within 5 days after the completion of these requirements, will permit the formation of the company and will have its registration in the commercial register, under the conditions provided for in this Act.
  

(2) the termination of the registration will play, if applicable, the particulars referred to in articles of incorporation art. 7 and 8.
  


Article 41 (1) the society is a legal entity from the date of registration in the commercial register.
  

— — — — — — — — —-. (1) of article 1. amended 41 of point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".

(2) the registration shall be effected within 24 hours from the date of pronouncement of the conclusion of the judge delegated authorising registration guidelines.
  

— — — — — — — — —-. (2) of article 9. amended 41 of point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".


Article 42 affiliates are companies with legal personality and shall be established in one of the types of company listed in article 4. 2 and under the conditions laid down for that form. They will have the legal regime of the shape of the society in which it was formed.
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Art. Amended 42 of point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 43 (1) dezmembrăminte Branches are unincorporated firms and record, prior to the commencement of their activity in the commercial register of the County in which they will work.
  

— — — — — — — — —-. (1) of article 1. Amended 43 of point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(2) If the branch is opened in a village of the same county or in the same locality with society, it will be in the same directory of trade, however, as a separate record.
  

(3) Other secondary offices, places of work or other such offices-dezmembrăminte are unincorporated firms and is mentioned only in the context of the registration of the company in the commercial register at the main office.
  

— — — — — — — — —-. (3) art. Amended 43 of point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(4) cannot establish secondary offices under the name of subsidiary.
  

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Art. Amended 43 of point 29 of article 1. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 44 Foreign Companies can set up in Romania, in compliance with the Romanian law, subsidiaries, and branches, agencies, representative offices or other offices, if that right is recognized by law their organic status.
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Art. Amended 44 of point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


Article 44 ^ 1 (1) the acquisition by the company within a period not exceeding two years from the setting-up or the commencement of a good company from a founder shareholder times, charging a fee or other equivalent value representing at least one tenth of the issued share capital, will be subject to the prior approval of the general meeting of shareholders as well as the provisions of art. 38 and 39, it will be noted in the register of Commerce and will be published in the Official Gazette of Romania, part IV-a, and in a newspaper with wide spread.
  

(2) will not be subject to those provisions of acquisition operations carried out within the framework of the current activity of the company, those made from the disposal of an administrative authority or a Court of law nor those made under the stock exchange operations.
  

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Art. 44 ^ 1 was introduced by the pct, article 30. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 45 (1) the society shall be required to submit to the Office of the trade register their signatures, the date of application for registration, or if they have been appointed by the articles of incorporation, and the elect during the operation of the company, within 15 days after the election.
  

(2) the provision of the preceding paragraph shall apply correspondingly and heads of branches.
  


Chapter IV Effects of breaching legal requirements for incorporation of company Article 46 (1) When the memorandum does not contain the particulars prescribed by law includes clauses by which the times is in breach of a mandatory provision of law or when there has been a legal requirement for the formation of the company, the judge delegate, ex officio or at the request of any person making a request for intervention, will reject the through closing, motivated, registration request, unless where the associations also removes irregularities. Judge delegate will take the closing act of the regularizările.
  

(2) where applications were made, the judge will cite interveners could and will rule on their requests, pursuant to article. 49 and following of the code of civil procedure, art. 7A 335 of the code of civil procedure.
  


Article 47 (1) where the founders or society have not asked her legal registration, within any associate may request trade register Office conducting the registration, after notification, by registered letter or, put in arrears, and they have not been complied with no later than 8 days after receipt.
  

(2) If, however, registration was not made within the time limits provided for in the preceding paragraph, the associations are freed from obligations arising from their subscripţiile after 3 months from the date of incorporation of authentication, unless it provides otherwise.
  

(3) If a partner has requested the registration formalities will no longer be able to claim any of them releasing the obligations arising from the subscription.
  


Article 48 (1) in the event of irregularity after registration, the company is obliged to take measures for their elimination, no later than 8 days from the date of establishment of those irregularities.
  


(2) if the company fails to comply with, any interested person may ask the Court to compel the company to regularize them bodies, under penalty of payment of damages to the common law.
  

— — — — — — — — —-. (2) of article 9. 48 was amended by section 6 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(3) the right of action shall be barred from settlement through the passage of a period of one year from the date of registration of the company.
  


Article 49 Founders, representatives of society, as well as the first members of the governing bodies, management and supervisory bodies of the company are responsible for the unlimited and joint damage caused by the irregularities referred to in article 1. 46-48. Article 50 (1) the acts or facts, for which there was carried out the disclosure requirements of the Act, cannot be opposed to third parties, unless the company proves that they had knowledge.
  

(2) transactions undertaken by the company prior to the 16th day following its publication in the Official Gazette of Romania, part IV-a, the conclusion of the judge delegate shall not apply as against third parties who prove that they have been unable to get knowledge about them.
  


Third parties may invoke article 51 however, acts or facts in respect of which no advertising has been carried out, unless the absence lack of advertising effects.


Article 52 (1) In the event of a discrepancy between the text filed with the trade register Office and published in the Official Gazette of Romania, part IV-a, or in the press, the society may not oppose third parties the text published. Third parties may oppose the text of the society published, unless the company proves that they had knowledge of the text filed with the trade register Office.
  

(2) where the inconsistency mentioned in paragraph 1. (1) for reasons not attributable to him society, trade register Office or, where appropriate, Autonomous Regia "Monitorul Oficial", at the request of the company, will correct the entry in the register, shall, at the expense of the Republic of his text.
  

— — — — — — — — —-. (2) of article 9. 52 was introduced by section 5 of art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. Amended 52 of item 31 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 53 (1) Founders, representatives and others who have worked on behalf of a company in the course of lodging unlimited, joint and several and respond against third parties of the legal acts concluded with them on behalf of the company, unless the company after it acquired legal personality, he took upon himself. Such acts are deemed to be taken over was the company since the date of their conclusion.
  

(2) where the company due to its object, cannot start business without being authorized to do so, the provisions of paragraphs 1 and 2. (1) shall not apply to commitments arising from contracts concluded by the company under condition of receiving this authorization. In this situation, the responsibility lies with the company.
  

— — — — — — — — —-. (2) of article 9. 53 was introduced by the pct, article 32. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 54 (1) after completion of the formalities of advertising in relation to persons who, as organs of society, shall be authorized to represent the company may not oppose third parties any irregularity in their appointment, unless the company proves that the third parties in question had knowledge of this irregularity.
  

(2) the company may not invoke against third parties in the appointments referred to in paragraph 1. (1) the cessation of these functions, if they have not been published in accordance with the law.
  

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Art. Amended 54 of item 33 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 55 (1) dealings with third parties, the company is committed through acts of its organs, even if such acts exceed the objects of the society, unless it proves that the third party knew or, in the circumstances, one had to know the overcoming or when such acts concluded beyond the powers provided by law for the respective bodies. Publication of the Memorandum cannot constitute proof of knowledge alone.
  

— — — — — — — — —-. (1) of article 1. 55 was amended by point 34 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the terms of the memorandum of Association of statutory bodies decisions times companies referred to in the preceding paragraph, which limits the powers of the law to these organs, are inopozabile third parties, even if they have been published.
  


Article 56 the nullity of a company registered in the commercial register may be declared by the Court only where: (a) the instrument of Constitution or missing) was not completed in authentic form, in the circumstances referred to in article 1. 5 para. (6);
  

b) all the founders were, by law, incapable, at the time the company is incorporated;
  

c) the objects of the company are unlawful or contrary to public policy;
  

d) missing the conclusion of judge-delegate registration of the company;
  

e legal administrative authorization) is missing from the setting-up of the company;
  

f) the memorandum provides for the denomination, its object, associates or capital contributions subscribed;
  

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Lit. f) art. Amended 56 of point 35 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

g) have violated laws relating to minimum capital, subscribed and paid up;
  

h) has not been complied with the minimum number of members, provided for by law.
  


Article 57 Nullity cannot be declared where they cause, invoking the cancellation request, was removed before it can be put into the Fund to court findings.


Article 58 (1) the date on which the judgment finding or declaration of invalidity becomes final, the society shall cease without retroactive effect and shall enter into liquidation. The laws relating to the liquidation of companies as a result of the winding-up shall apply accordingly.
  

— — — — — — — — —-. (1) of article 1. Amended 58 of point 7 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(2) by judgment of a declaration of invalidity shall appoint the liquidators and the company.
  

(3) the Tribunal shall communicate a decision establishing the trade register Office, which will send the referral, an official monitor of Romania for publication in part IV a, in the excerpt.
  

(4) Associations are responsible for social obligations up to cover them in accordance with the provisions of art. 3. Article 59 (1) a declaration of invalidity of the society shall be without prejudice to any acts concluded on its behalf.
  

(2) Neither the company nor third parties cannot oppose associations in good faith for the nullity of the company.
  


Chapter V procedural provisions Some article 60 (1) the decisions of the judge delegate regarding registration or at any other entries in the commercial register are enforceable and are not subject to appeal.
  

(2) the period of appeal is 15 days and shall run from the date when the closure of the parties and the date of publication of the notice of conclusion or modifier of Association in the Official Gazette of Romania, part IV for any other interested persons.
  

(3) the appeal shall be filed and mentioned in the commercial register where the registration has been made. Within 3 days from the date of filing, the Office shall forward the call to the trade register of the Court of appeal in the company's registered office is situated, and in the case of branches established in another county, the Court of appeal in the branch is situated.
  

(4) the provisions of the code of civil procedure relating to the procedure of prior written examination of appeal shall apply accordingly.
  

(5) in the case of acceptance of this request, the appeals court decision will be referred to in the commercial register, the provisions of article being applicable. 48, 49 and 56-57.
  

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Art. 60 was amended by section 8 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 61 (1) Creditors and workers and any other persons affected by decisions of the members regarding the amendment of the articles of association may make a request for opposition by requiring the Court to oblige, if applicable, the company or association, or to compensation for damage caused, the provisions of art. 57 being applicable.
  

(2) for the purposes of this law, by decision of the partners is understanding and judgment of the statutory bodies of the company and the term associates and shareholders includes, unless the context otherwise result.
  


Article 62 (1) Opposition shall be made within 30 days from the date of publication of the judgment of the members or additional modifier in the Official Gazette of Romania, part IV-a, if this law does not provide for another term. It is submitted to the Office of the trade register within 3 days from the date of filing, it will be noted in the register and shall submit to the competent court.
  

(2) the provisions of article 4. 133 relating to the suspension shall apply accordingly. The opposition is judge in the Council, with the attendance of the parties, being applicable to the provisions of article 4. 114 para. 5 of the code of civil procedure.
  


(3) a judgment pronounced upon the opposition is subject to only call.
  

— — — — — — — — —-. (3) art. Amended 62 of point 9 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 63 Applications and remedies provided for in this law, the competence of the courts, the Tribunal shall decide whose constituency has its company headquarters.
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Art. 63 was amended by section 3 of article 9. 10, Section 3, chapter II. II of law No. 71 in June 2011, published in MONITORUL OFICIAL nr. 409 of 10 June 2011.


Article 64 the attendance of the parties before the judge delegate and its documents are done by the trade registry office, by mail, with registered mail, attaching it to the file, or the receipt by agents of the trade register Office, or in the conditions of the code of civil procedure.


Title III operation of commercial companies Functioning societies — — — — — — — — — — the name of the title III has been modified by item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


Chapter I common provisions Article 65 (1) in the absence of the communiqué otherwise goods provided as input in society become the property of its registration in the register of the time of her trade.
  

(2) the sole member fails to submit the social contribution is responsible for the damages caused, and if the intake was stipulated in cash is obliged to pay legal interest and the day was supposed to make the payments.
  


Article 66 (1) for the duration of the company, creditors may have come to exercise their rights on the part of the benefits due by the shareholder after the balance sheet, and after the dissolution of the company, over which party it is necessary through liquidation.
  

(2) referred to in paragraph 1. Lenders (1) may, however, during the duration of the popri society, parts of what would be appropriate to members through liquidation or they can seize and sell the shares times their shares of the debtor.
  

— — — — — — — — —-. (2) of article 9. 66 was amended by section 1 of article. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.

(3) the legal Mortgage constituted on the shares can be performed according to the law. Administrators/members of the Executive Board are obliged to make available to the mortgage lender or enforcement body, at their request, financial statements and any other information necessary to assess the entry times shares, as well as facilitating their takeover.
  

— — — — — — — — —-. (3) art. 66 was introduced by section 2 of art. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.


^ Article 66 1 Advertising, through the trade register, wage garnishment and seizure referred to in art. 66 para. (2) is performed at the request of the enforcing body, not subject to the provisions of art. 71 from Government Emergency Ordinance nr. 116/2009 imposing measures on registration in the commercial register, approved with amendments and completions by law No. 84/2010, with subsequent amendments.
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Art. 66 ^ 1 was introduced by point 3 of article 1. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.


Article 67 (1) share of profits what constitutes each dividend paid associate.
  

(2) Dividends shall be distributed to members in proportion to the share of participation in the paid-up share capital, if the articles of association do not provide otherwise. These are paid within the period fixed by the general meeting of members or, where applicable, as established by special laws, but not later than six months from the date of approval of the annual financial statement for the financial year ended. Otherwise, the company owes, after this period, the penalty interest calculated in accordance with art. 3 of Order No. 13/2011 on interest penalty for remuneratorie and legal obligations, as well as for regulation of financial and fiscal measures in banking, approved by law No. 43/2012, unless the articles of incorporation or by the decision of the general meeting of shareholders which approved the accounts relating to each financial year ended there has been established a higher interest rate.
  

— — — — — — — — —-. (2) of article 9. Amended 67 of point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".

(3) will not be able to distribute dividends until profits determined according to the law.
  

(4) paragraph dividends paid out contrary. (2) and (3) shall be refunded if the company proves that the associates have known distribution or irregularity, in the existing circumstances, had to know it.
  

(5) the right to restitution of the dividends paid out contrary to the provisions of paragraph 1. (2) and (3), be brought within three years from the date of their distribution.
  

— — — — — — — — —-. (5) article. Amended 67 of item 36 of article 1. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(6) Dividends which is due after the date of transmission of the shares belong to the assignee, unless the parties have agreed otherwise.
  


Article 68 the contribution of members to the social capital is not interest-bearing.


Article 69 where a loss of net assets, the capital subscribed or will have reduced before reunified to make any profit-sharing or distribution.
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Art. 69 was amended by section 1 of article. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 70 (1) administrators can do all operations required for the implementation of the objects of the company, except for the restrictions referred to in the articles of incorporation.
  

(2) they are obliged to take part in all meetings of the society, the boards and similar to their governing bodies.
  


Article 70 ^ 1 documents available on the goods of a company may be made pursuant to powers conferred on legal representatives of the company, if necessary, by law, the articles of incorporation or articles of Association of the company bodies and decisions adopted in accordance with the provisions of this law and of the articles of incorporation of the company, there's no need a special power of Attorney and in authentic form for this purpose, even if acts of disposition must be concluded in authentic form.
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Art. 70 ^ 1 has been amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".


Article 71 (1) administrators who have the right to represent the company cannot transmit unless this has been expressly granted.
  

(2) In case of violation of the provisions of paragraph 1. (1) the company may claim the benefits resulting from the operation substituting.
  

(3) the administrator who shall not supersede their other person jointly and severally responsible for any damage to this product.
  


Article 72 the obligations and liability of the Trustees shall be governed by the provisions relating to the mandate and the particular requirements provided for in this law.


Article 73 (1) administrators are jointly and severally liable for the company: a) the reality of associates made payments;
  

(b) the actual existence) of dividends paid;
  

c) existence of registers required by law and correct their holds;
  

(d) the exact implementation of judgments) General meetings;
  

It's a strict fulfilment of duties) that the law, the articles of incorporation.
  

(2) the action in liability against the Trustees and creditors of the company belongs to, will be able to exercise only in case of opening the proceedings governed by law No. 64/1995 concerning the procedure of bankruptcy and judicial reorganization, republished.
  


Article 73 ^ 1 persons who, according to art. 6 paragraph 1. (2) may not be founders can not be administrators, executives, members of the Supervisory Board and the Management Board, auditors or audit, and whether they were picked, the rights are fallen.
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Art. 73 ^ 1 was amended by section 6 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 74 (1) In any invoice, quote, order, tariff, leaflet and other documents used in trade, emanating from a company, you must indicate the name, business name, registered office, the register of Commerce and sole registration code. Are exempt from the tax receipts issued by electronic measuring instruments marked, which shall comprise the elements provided for in the relevant legislation.
  

(2) if the joint-stock company opts for a two-tier system of administration in accordance with the provisions of art. 153, the documents referred to in paragraph (1) shall contain the indication «company managed in two-tier system ".
  

(3) The documents listed in paragraph 1. (1) if they come from a limited liability company, it will mention and social capital, and if they come from a joint stock company or limited partnership, the stock will mention both social capital subscribed and paid up.
  


(4) where the documents referred to in paragraph 1. (1) shall be issued by a branch, they must identify and trade registry office that was registered at the branch and its registration number.
  

(5) If the company has a website of its own, the information referred to in paragraph 1. (1) and (3) will be published on the website of the company.
  

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Art. Amended 74 of point 38 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Chapter II the Companies Article 75 the right to represent the company belongs to each administrator, out to the contrary in the articles of incorporation the communiqué.


Article 76 (1) If the articles of incorporation provide that administrators can work together, the decision must be taken unanimously; in case of divergence between the administrators will decide which associations represent the absolute majority of the share capital.
  

(2) for urgent, whose failure would cause a great damage to the company, may decide, in the absence of a single administrator others who find themselves unable, even temporarily, to take part in the administration.
  


Article 77 (1) Associations representing an absolute majority of the share capital may choose one or more Admins of them, fixing them, their duration and the eventual assignment of remuneration, except only where the articles of association do not provide otherwise.
  

(2) with the same majority associations can decide upon the revocation or limitation of Directors of their powers, except if the administrators were appointed by the articles of incorporation.
  


Article 78 (1) If an administrator take the lead an operation that exceeds the limits of the ordinary trade transactions which it exercises the company, it must notify other Admins before you conclude, under penalty of liability for losses resulting from it.
  

(2) in the event of opposition to any of them, will decide which associations represent the absolute majority of the share capital.
  

(3) the agreement concluded in against the opposition made is valid against third parties shall not be communicated to this opposition.
  


Article 79 (1) the sole member which, in a given operation has, on its own or on someone else's account, interests contrary to those of the company, may not take part in any deliberation or decision concerning this operation.
  

(2) the sole member that violates the provisions of paragraph 1. (1) is liable for damages caused to the company, though, his vote would not have obtained the required majority.
  


Article 80 Associate who, without written consent of the other partners, uses the capital, property or credit for the benefit of society or in that of another person is obliged to repay society benefits resulted and to pay compensation for the damage caused.


Article 81 (1) any associate may not take more than the company's funds was fixed for expenses incurred or to be made in the interest of society.
  

(2) a member who contravenes this provision is liable for the amounts taken and damages.
  

(3) it is possible to stipulate, by the articles of Association, associations that can get out of the House society specified amount for their expenses.
  


Article 82 (1) Associations may take part as associated with unlimited liability, in the other competing companies or having the same object or to make operations in their account or others at the same sort of trade or in a similarly, without the consent of the other venturers.
  

(2) Consent shall be given if participation counts or previous operations being articles of incorporation have been known to other associates and they haven't banned their continuation.
  

(3) in the event of infringement of the provisions of paragraph 1. (1) and (2), the company, besides the right to exclude, may decide that it worked on behalf of them or to demand compensation.
  

(4) this right shall expire after a period of 3 months from the day when the company was unaware, without having taken any judgment.
  


Article 83 When his contribution to the share capital belongs to several persons, they shall be jointly and severally liable towards society and should nominate a common representative for the exercise of the rights arising from this contribution.


Article 84 (1) the sole member who submitted as input one or more receivables is not convicted while the company did not receive payment of the amount for which it was made.
  

(2) if payment has not been able get through pursuing the debtor snapped him, apart from damages, shall be responsible for the amount due, with legal interest from the due day.
  


Article 85 (1) Associates are bound jointly and severally and unlimited for operations carried out in the name of the persons who are to represent it.
  

(2) the judgment is obtained against the company relied on each joint.
  


Article 86 (1) approving the annual financial statement and for decisions related to the introduction of the action in liability of administrators is needed the vote of members representing a majority of the share capital.
  

(2) publicity Formalities with respect to the annual financial statements shall be carried out in accordance with the provisions of art. 185. — — — — — — — — —-. (2) of article 9. 86 amended point 7 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 87 (1) the assignment of capital gains is possible if it was authorized by the articles of incorporation.
  

(2) the assignment does not associate the losing liberează 's what you may owe society in his capital contribution.
  

(3) against third parties, the assignor remains liable under art. 225. (4) When the Constitutive Act provides for cases of withdrawal of a partner, shall apply the provisions of article 4. 225 and 229.
  


Chapter III Societies partnerships Article 88 of the company's administration in partnerships will entrust to one or more full associates.


Article 89 (1) a limited partner may conclude transactions on its behalf only on the basis of a power of Attorney for special operations, given by representatives of the company and entered in the commercial register. Otherwise, the Outsourcer becomes liable third parties unlimited and joint and several, for all obligations incurred by the company on the date of the transaction entered into by it.
  

(2) a limited partner may perform services for the internal administration of the company, can make acts of surveillance, can attend the appointment and revocation of the administrators, in the cases provided by law, or may be granted within the limits of articles of incorporation, approval for transactions exceeding administrators their powers.
  

(3) the limited partner has also the right to request copy of the annual accounts and to check their accuracy by researching trade registers and other supporting documents.
  


Article 90 article 4. 75 76, para. (1), art. 77, 79, 83, 84, 86 and 87 shall apply to partnerships and corporations, and the provisions of article 4. 80, 81, 82 and 85, full associates.


Chapter IV, section I, joint-stock Companies About actions in article 91 (1) The joint-stock company, the share capital is represented by shares issued by the company, which, after the manner of transmission can be nominative or bearer.
  

(2) Kinds of actions will be determined through the Constitutive Act; otherwise they will be registered. Registered shares may be issued in a physical form, on paper or in dematerialized form, in which case it shall be recorded in the register of shareholders.
  

(3) Repealed.
  

— — — — — — — — —-. (3) art. 91 was repealed by article item 40. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 92 (1) shares may not be issued for an amount less than the nominal value.
  

(2) Actions are always entirely unpaid cheque.
  

(3) the share capital shall be increased and will not be able to issue new shares until they shall have been fully paid to those in the previous issue.
  

(4) registered Shares may be converted into bearer shares and vice versa, by decision of the extraordinary General Assembly of shareholders, taken pursuant to article 115. (5) may securitize more cumulative shares, which are issued in a physical form.
  


Article 93 (1) the nominal value of an action shall not be less than 0.1.
  

— — — — — — — — —-. (1) of article 1. amended 93 of point 41 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) Actions will include: a) the name and duration of the company;
  

(b) date of incorporation), the trade register in which the company is registered, the registration number and the official Monitor, part IV-a, where he made the publication;
  

c) share capital, number of shares and their serial number, nominal value of the shares and the payments made;
  

d) benefits of the founders.
  

(3) registered shares shall mention: first and last name, social security number and place of residence of the shareholder or natural person; name, registered office, registration number and the registration code of the shareholder legal entity, as applicable.
  

(4) action must bear the signature of two members of the Board of Directors, namely you, Directorate or, where appropriate, the unique signature of the Manager or general manager.
  

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Paragraphs 1 and 2. (4) article. amended 93 of point 41 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 94 (1) shares shall be equal to the value of a; they grant holders equal rights.
  

(2) may be issued, however, under the terms of the memorandum of association classes of shares carrying different rights holders, in accordance with the provisions of art. 95 and 96.
  


Article 95 (1) may be issued with priority dividend on preferred stock without voting rights, giving the holder the right to: (a) a dividend) priority taken upon the benefit of financial year distributable, before any other levies;
  

b) rights of ordinary shareholders in shares, including the right to attend the General Assembly, except the right to vote.
  

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Lit. b) of paragraph 2. (1) of article 1. 95 was amended by article item 42. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the priority dividend shares, without voting rights, may not exceed one quarter of the share capital and will have the same nominal value as the ordinary shares.
  

(3) directors, managers, members of the Directorate and the respective supervisory board, and the Auditors of the company may not be holders of shares with priority dividend without the right to vote.
  

— — — — — — — — —-. (3) art. 95 was changed from point of article 43. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(4) in case of delay of payment of dividends on preferred shares will gain the right to vote, starting from the due date of the obligation of payment of the dividends to be distributed within the next year or the following year, if the General Assembly decides that no dividend will be distributed, as from the date of publication of that decision of the General Assembly, until actual payment of the dividends.
  

— — — — — — — — —-. (4) article. 95 was changed from point of article 43. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(5) the preferential ordinary shares and will be able to be converted from one category to the other through the decision of the extraordinary General Assembly of shareholders, taken pursuant to article 115. — — — — — — — — —-. (5) article. 95 was introduced by item 44 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 96 Holders in each class of shares shall meet in special meetings, under the conditions laid down in the articles of incorporation of the company. Any holder of such shares can participate in these meetings.


Article 97 where it has not delivered and never issued shares in physical form, of its own motion or at the request of the shareholders, they will be issued a certificate of shareholder data under article 4 should be amended. 93 para. (2) and (3) and, in addition, the number, category and nominal value of shares owned by the shareholder, the position at which it is entered in the register of shareholders and, where appropriate, the serial number of shares.


Article 98 (1) ownership of the registered shares issued in a physical form is transmitted through the statement made in the register of shareholders and through the entry made on the title, signed by the transferor and the transferee or by their authorised representatives. Ownership of registered shares issued in dematerialized form is transmitted through the statement made in the register of shareholders, signed by the transferor and the transferee or by their authorised representatives. By the articles of association may provide for other forms of transmission of ownership shares.
  

(2) ownership of the shares issued in dematerialized form and traded on a regulated market or under an alternative trading system is transmitted in compliance with capital market laws.
  

— — — — — — — — —-. (2) of article 9. 98 was modified by item 45 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) Subscriitorii and subsequent sale are liable jointly and severally for the payment of the shares for three years, reckoned from the date when the entry was made in the register of shareholders of transmission.
  


Article 99 the ownership of the bearer shares shall be transferred by simply tradiţiune.


Article 99 ^ 1 (1) the creation of mortgage securities on the shares is made in writing under hand, which will show the amount of the debt, the amount and category of actions that are guaranteed, and in the case of bearer shares and the registered data in a physical form, and by mentioning the mortgage on the title, signed by the creditor and the debtor or their shareholder representatives.
  

(2) the mortgage is recorded in the register of shareholders kept by the Board of Directors, directorship, or, where appropriate, independent society which maintains the register of shareholders. Creditor in whose favour the mortgage securities to shares shall be issued upon proof of its registration.
  

(3) third-party Mortgage becomes relied on acquiring in order of rank preference of creditors from the date of registration in the electronic archive of Real Guarantees.
  

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Art. 99 ^ 1 was amended by paragraph 4 of art. 10, Section 3, chapter II. II of law No. 71 in June 2011, published in MONITORUL OFICIAL nr. 409 of 10 June 2011.


Article 100 (1) When the shareholders have not made payments on payment due to them within the time limits laid down in article 21. 9 para. (2) (a). the a and b)) and in article 8. 21. (1) the company will invite you to fulfill this obligation through a collective claim, published twice at an interval of 15 days, in the Official Gazette of Romania, part IV-a, and in a newspaper of wide spread.
  

— — — — — — — — —-. (1) of article 1. 100 was amended by section 8 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) where any summons the shareholders shall refrain from making the payments, the Board of Directors, namely the Directorate, will be able to decide whether the pursuit of outstanding payments to shareholders for either the cancellation of such registered shares.
  

— — — — — — — — —-. (2) of article 9. 100 was modified by point 47 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) cancellation Decision will be published in the Official Gazette of Romania, part IV, specifying the number of shares cancelled.
  

(4) in place of the cancelled shares new shares will be issued bearing the same number, which will be sold.
  

(5) the amounts derived from the sale will be used to cover the costs of publishing and selling interest on arrears and outstanding payments; the rest will be returned to shareholders.
  

(6) if the price obtained is not ample to cover all amounts owed to the company or if the sale does not take place for lack of buyers, the company will be able to proceed against subscribers and transferees in accordance with art. 98. (7) If, following the completion of these formalities, there were no amounts due the company, it will proceed immediately to reduce the share capital in proportion to the difference between it and the existing capital.
  


Article 101 (1) any action entitle paid one vote in the General Assembly, if the articles of incorporation has not been otherwise.
  

(2) the articles of association may limit the number of votes belonging to the shareholders who own more than one action.
  

(3) the exercise of the right to vote is suspended for shareholders who are not up to date with the payments arrive at maturity.
  


Article 102 (1) the shares are indivisible.
  

(2) When a registered action becomes the property of several persons, the company is not obliged to transmit as long as those people are not going to appoint an only representative for the exercise of the rights arising out of action.
  

(3) when an action bearer belongs to several persons, they shall appoint a common representative.
  

(4) as long as the action is indiviză or shared ownership of several persons, they shall be liable jointly and severally for making payments due.
  


Article 103 (1) the company may not be subscribed shares.
  

(2) If a company's shares are underwritten by a person acting in his own name but on behalf of the company concerned, it is considered that subscriitorul has subscribed for himself, being obliged to pay their corresponding values.
  

(3) the founders, at the stage of formation of the company and members of the Board of Directors, namely you, in a Manager increase in subscribed capital, shall be required to pay the equivalent value of shares subscribed in contravention of paragraph 1. (1) and, in the alternative, in relation to the subscriitorul, the shares subscribed under the conditions of paragraph 1. (2).
  

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Art. amended 103 of point 48 of article 1. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 103 ^ 1 (1) a company is permitted to acquire its own shares, either itself or through a person acting in his own name but on behalf of the company in question, in compliance with the following conditions:
  


acquisition of own shares) authorisation shall be granted by the extraordinary general meeting of shareholders, which will determine conditions of this is also essential, in particular the maximum number of shares to be acquired, the duration for which the authorization is given and which may not exceed 18 months from the date of publication of the judgment in the Official Gazette of Romania, part IV-a, and if a is also essential for consideration any consideration of their minimum and maximum;
  

b) the nominal value of own shares acquired by the company, including those already in his portfolio, may not exceed 10% of the issued share capital;
  

c) transaction may be included only shares fully paid shares;
  

(d) payment of acquired such shares) will only be made from distributable profits or available reserves of the company, entered in the last annual financial statement was approved, with the exception of legal reserves.
  

(2) If their own shares are acquired for distribution to employees of the company, such shares must be distributed in acquired within 12 months from the date of acquisition.
  

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Art. 101 ^ 1 was introduced by point 49 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 104 (1) the restrictions provided for in article 10. 101 ^ 1 does not apply to: a) shares acquired pursuant to art. 207 para. (1) (a). c) as a result of a decision of the General Assembly to reduce the share capital;
  

b) shares acquired as a result of a transfer by way of universal;
  

c) shares fully paid shares, acquired by the effect of a judgment in a proceeding for execution against a shareholder, of the company's debtor;
  

d) shares, fully paid shares acquired free of charge.
  

(2) the restrictions provided for in article 10. 101 ^ 1, except as provided for in art. 103 ^. (1) (a). d), shall not apply to shares acquired pursuant to art. 134. — — — — — — — — — — Art. 104 has been amended, article, item 50. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 104 (1) ^ 1 Shares acquired in contravention of the provisions of art. 103 104 ^ 1 and must be disposed of within one year of the acquisition.
  

(2) If the nominal value of their shares acquired by the company in accordance with the provisions of art. 104 paragraphs 1 and 2. (1) (a). b)-d), either directly or through a person acting in his own name but on its behalf, including the nominal value of own shares already in the portfolio of the company exceeds 10% of the issued share capital, shares exceeding this percentage will be disposed of within 3 years after the acquisition.
  

(3) where the shares are not disposed of within the time limits specified in paragraph 2. (1) and (2), these actions should be cancelled, the company being required to adequately reduce their share capital subscribed.
  

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Art. 108 ^ 1 was introduced by the pct. of article 51. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 105 (1) shares acquired in accordance with article 4. 103 and 104 ^ 1 does not entitle to dividends during their ownership of the company.
  

(2) voting rights conferred by the shares referred to in paragraph 1. (1) will be suspended during the period of their ownership of the company.
  

(3) where the shares are included among the assets shown in the balance sheet, balance sheet is a reserve of the same amount, which may not be distributed.
  

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Art. 105 was amended item 52 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 105 ^ 1 the Administrative Board shall include in the report accompanying the financial statements on an annual basis the following information in respect of the acquisition or disposal by the company of its own shares: a) the reasons for the dobândirilor during the financial year;
  

b) number and nominal value of the shares acquired and disposed of during the financial year and the proportion of the subscribed capital which they represent;
  

c) in the case of acquisition or disposal for valuable consideration consideration;
  

d) number and the nominal value of all the shares acquired and held by the company and the proportion of the subscribed capital which they represent.
  

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Art. 105 ^ 1 was introduced by the pct. of article 53. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 106 (1) a company may not advance funds or loans nor guarantees constitute for the purpose of underwriting or acquisition of its own shares by a third party.
  

(2) the provisions of paragraphs 1 and 2. (1) does not apply to transactions carried out in the framework of the current operations of credit institutions and other financial institutions, nor to transactions effected with a view to the acquisition of shares by or for the company's employees, provided that such transactions shall not lead to diminishing the net assets below the aggregate value of the issued share capital and the reserves which may not be distributed under the law or the articles of incorporation.
  

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Art. 106 amended item 54 of article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 107 (1) the creation of real guarantees on the company's own shares, either itself or through a person acting in his own name but on its behalf, shall be deemed to be the acquisition within the meaning of art. 101 ^ 1, 104, 104, 105 ^ 1 ^ 1, 105 and 106.
  

(2) the provisions of paragraphs 1 and 2. (1) does not apply in the case of operations of banks and other financial institutions.
  

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Art. 107 amended item 55 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 107 ^ 1 (1) the subscription, acquisition or holding of shares of a company's shares by another company to which the joint stock company owns, directly or indirectly, the majority of the voting rights, or whose decisions may be influenced significantly by the joint-stock company shall be deemed to have been made by the joint-stock company.
  

(2) the provisions of paragraphs 1 and 2. (1) shall apply where the company through which it performs the subscription, acquisition or holding of shares is governed by the law of another State.
  

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Art. 107 ^ 1 was introduced by the pct. of article 56. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 108 provides that Shareholders selling their shares through public offering shall proceed in accordance with the laws of capital market.
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Art. 108 was amended by point 9 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 109 Situation of actions must be given in the notes on the annual accounts and, in particular, to indicate whether they have been fully paid shares and, if applicable, the number of shares for which it was requested, to no avail, making payments.


Section II article About 110 assemblies (1) General meetings shall be ordinary and extraordinary.
  

(2) When the articles of incorporation, as otherwise they will keep the company's headquarters and on the premises which will indicate in muster.
  


Article 111 (1) the ordinary General Assembly meets at least once a year, not later than 5 months after the end of the financial year.
  

— — — — — — — — —-. (1) of article 1. 111 has been amended, article, item 57. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) in addition to the debate other matters included in the agenda, the general meeting shall discuss: (a)), to approve or amend the annual accounts on the basis of reports presented by the Board of Directors, directorship and Board of supervisors, auditors ' or, where appropriate, of the financial auditor and fix the dividend;
  

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Lit. of paragraphs 1 to 5). (2) of article 9. 111 has been amended item 58 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

b) to elect and revoke the members of the Board of Directors, supervisory board, respectively, and censors;
  

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Lit. b) of paragraph 2. (2) of article 9. 111 has been amended item 58 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
b ^ 1) in the case of companies whose financial statements are audited, to appoint or dismiss the financial auditor and fix the minimum duration of the contract of financial audit;
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Lit. b ^ 1) para. (2) of article 9. 111 has been amended by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

c) fix the remuneration due for the financial year in the course of Board members, i.e. members of the Supervisory Board, and the Auditors, unless it has been determined through the Constitutive Act;
  

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Lit. c) of paragraph 2. (2) of article 9. 111 has been amended item 58 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

d) to rule on the management of the Board of Directors, and the Executive Board;
  

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Lit. d) of paragraph 2. (2) of article 9. 111 has been amended item 58 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


e) to determine the budget of revenue and expenditure and, where appropriate, programme of work, on the following financial year;
  

f) to decide on pledging, rental or abolishment of one or several units of society.
  


Article 112 (1) the validity of the proceedings of the General Assembly For ordinary shareholders ' presence is needed to own at least one fourth of the total number of voting rights. The ordinary General Assembly shall be taken by a majority of the votes cast. The articles of association may provide for the requirements of a quorum and majority.
  

(2) If the ordinary General Assembly may not work due to failure to comply with the conditions laid down in paragraph 1. (1) the Assembly shall meet in what will be a second convocation may discuss the points on the agenda of the first gatherings, regardless of quorum meeting, taking decisions by majority of the votes cast. The General Assembly met in the second convocation, the Memorandum cannot provide a minimum quorum or a majority.
  

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Art. 112 amended item 60 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 113 the extraordinary General Assembly shall meet as often as is necessary to take a decision: to change the legal form) of the company;
  

b) moving company headquarters;
  

c) the objects of a changing society;
  

(d) establishment or abolition of some) headquarters branches secondary agencies, representative offices or other such units without legal personality, whether through the articles of association do not provide otherwise;
  

e) extend the duration of the company;
  

f) increase the registered capital;
  

g share capital or) reducing his reunification through the issue of new shares;
  

h) merger with another company or Division of the company;
  

I anticipated dissolution of the company);
  

^ 1) converted actions held in bearer shares or bearer shares into registered shares;
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Lit. ^ 1) of art. 113 introduced item 61 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

j) converted actions from one category to the other;
  

k) the conversion of the bond categories in another category or in action;
  

l) issuance of bonds;
  

m) any amendment to the articles of incorporation or any other resolution that required the approval of the extraordinary General Assembly.
  


Article 114 (1) the exercise of powers laid down in article 21. 113 lit. b), c) and (f)) will be able to be a delegate of the Administrative Board, the Executive Board, respectively, by the articles of incorporation or by decision of the extraordinary general meeting of shareholders. The delegation of the powers specified in article 1. 113 lit. c) cannot look upon the field and the main business of the company.
  

— — — — — — — — —-. (1) of article 1. 114 was amended by point 11 of article 1. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) where the Board of Directors, namely the Directorate, is mandated to carry out the measures provided for in article 10. 113 lit. (f)), article 4. 220 ^ 1 applies to decisions of the Board of Directors, namely those of the Executive Board accordingly.
  

(3) where the Board of Directors, namely the Directorate is mandated to comply with the provisions of art. 113 lit. b) and (c)), article 4. 131 paragraph 2. (4) and (5) of article 2. 132, except for paragraphs 1 and 2. (6) and (7) and article. 133 shall apply to decisions of the Administrative Council, namely those of the Executive Board accordingly. The company will be represented in court by the person designated by the President of the Court from among its shareholders, who will fulfil the mandate with which it was charged, until a general meeting convened for this purpose, will choose another person.
  

— — — — — — — — —-. (3) art. 114 was amended by point 11 of article 1. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 114 was amended item 62 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 115 (1) For the validity of the extraordinary General Assembly deliberations is required to first summon the presence of shareholders owning at least one fourth of the total number of voting rights, and the presence of shareholders following summonses representing at least one fifth of the total number of voting rights.
  

(2) Decisions shall be taken by a majority of the votes held by shareholders present or represented. Commission decision amending the main object of activity of the company, increase or reduction of capital, change of legal form, mergers, Division or dissolution of the company shall be taken by a majority of at least two-thirds of the voting rights held by shareholders present or represented.
  

(3) The articles of incorporation may stipulate the requirements of a quorum and majority.
  

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Art. 115 was amended by article 63 point. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 116 (1) a judgment of a general meeting to modify the rights or obligations relating to a category of actions take effect after approval of this decision by the Special Assembly of holders of shares of that class.
  

(2) the provisions of this section concerning the convening, quorum and conduct of general meetings of shareholders shall also apply to special meetings.
  

(3) special meetings initiated Decisions will be subject to the approval of the General meetings.
  


Article 117 (1) the general meeting is convened by the Board of Directors, directorship, respectively, whenever it is necessary.
  

(2) the date of the meeting may not be less than 30 days after the publication of the call in the Official Gazette of Romania, part IV.
  

(3) the summons shall be published in the Official Gazette of Romania, part IV, and in one of the newspapers from the locality in which it is situated or from the nearest village.
  

— — — — — — — — —-. (3) art. 117 was changed from point 12 of article 4. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(4) if all of the actions of the company are registered, the summons may be made only by registered letter or, if its rules allow, by letter transmitted electronically, having incorporated, attached to or logically associated with the electronic signature, sent at least 30 days before the date of holding the Assembly, at the shareholder's address recorded in the register of shareholders,. Address change cannot be opposed to society, unless it has been communicated in writing by the stockholder.
  

(5) the methods of convening under paragraph 1. (4) may not be used if you are prohibited by the articles of incorporation of the company or through legislation.
  

(6) the summons shall include the place and the date of holding of the Assembly, as well as the agenda, with explicit mention of all the issues that will be the subject of the debates of the Assembly. Where on the agenda listed the appointment of administrators or members of the Supervisory Board, the Convocation shall mention that list information on name, town of residence and professional qualifications of persons proposed for the position of administrator is available to shareholders and can be consulted by them.
  

(7) When the agenda set out proposals for amendment of the articles of incorporation, the convocation will need to include the full text of the proposals.
  

(8) For the listed companies shall apply the relevant provisions of the specific capital market legislation.
  

— — — — — — — — —-. (8) article. 117 was introduced by the pct, article 13. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 117 was amended item 64 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 117 ^ 1 (1) shall be entitled to require the introduction of new points on the agenda of one or more shareholders representing, individually or together, at least 5% of the share capital.
  

(2) applications shall be forwarded to the Board of Directors, the Executive Board respectively, no later than 15 days after the publication of the call, for publication and bringing them to the knowledge of the other shareholders. Where on the agenda listed the appointment of administrators, members of the Supervisory Board, and shareholders want to formulate proposals for candidates, the application will be included with the information about the name, town of residence and professional qualifications of persons proposed for their respective functions.
  

(3) the agenda points proposed by the shareholders subsequently calling, should be published with the requirements provided by law and/or the articles of incorporation for the convening of the General Assembly, with at least 10 days before the general meeting, the date mentioned in the original on 27/28.04.2007.
  

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Art. 117 ^ 1 was introduced by the pct. of article 65. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 117 ^ 2


(1) annual accounts, the annual report of the Board of Directors, namely the report of the Executive Board and the Supervisory Board, as well as the proposal on the distribution of dividends are put at the disposal of the shareholders at the registered office of the company, from the date of convening the general meeting. Upon request, the shareholders shall issue copies of these documents. Amounts charged for the issue of copies may not exceed the administrative costs of providing them.
  

(2) where the company has a website of its own, convening, any other point added on the agenda at the request of the shareholders, in accordance with article 5. 117 ^ 1, as well as the documents referred to in paragraph 1. (1) shall be published on the internet and, for the free access of the shareholders.
  

(3) Each shareholder may apply to the Board of Directors, namely the Directorate in writing questions, relating to the activity of the company, prior to the date of the General Assembly, i shall respond within the Assembly. Where the company has a website of its own, in the absence of any provision to the contrary in the articles of incorporation, the answer shall be deemed given if the requested information is published on the website of the company, to the section «frequently asked questions».
  

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Art. 117 ^ 2 was introduced by point 65 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 118 (1) The notification for the first General Assembly will be able to fix the day and time for the second meeting, when the former would not be able to keep.
  

(2) the second general meeting cannot meet even the day fixed for the first meeting.
  

(3) where, for the second general meeting shall not be referred to in a notice published for the first meeting, the period provided for in art. 117 will be reduced to 8 days.
  


Article 119 (1) Board of Directors, namely the Directorate, shall convene a general meeting without delay, at the request of shareholders representing, individually or together, at least 5% of the share capital or a share less than the instrument of incorporation, if it so provides and if the application includes provisions which are within the powers of the Assembly.
  

(2) the general meeting will be convened within not more than thirty days and will meet no later than 60 days from the date of receipt of the request.
  

(3) where the Board of Directors, namely the Directorate, the General Assembly convened, not Court at Headquarters with the attendance of Board Directorate, respectively, will be able to authorize the convening of the general meeting of the shareholders who made the request. Through the same conclusion the court approves the agenda, lays down the reference date laid down in article 21. 123 paragraph 1. (2) the date of the general meeting and the keeping of the shareholders, the person who will preside.
  

(4) the costs of the call of the General Assembly, as well as the costs of proceedings, if the court approves the request under paragraph 1. (3), shall be borne by the company.
  

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Art. 119 was amended by article item 66. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 120 Shareholders exercising their right to vote in the General Assembly, in proportion to the number of shares they possess, except as provided for in art. 101 paragraphs 1 and 2. (2) article 121 Shareholders representing the entire share capital will be able to, if none of them objects, take a general meeting and to take any decision by the Assembly, without complying with the formalities required for convening them.


Article 122 in the case of closed societies with registered shares, by the articles of incorporation may agree on keeping the General meetings and through correspondence.


Article 123 (1) in the General meetings, shareholders holding bearer shares have voting rights only if they have been applied in the places indicated by the articles of incorporation or by notice of calling, at least 5 days before the meeting. Technical Secretary, appointed under art. 129 para. (5) you will find, through a report, at the time of the actions. Shares will remain secured until after the General Assembly, but may not be detained for more than 5 days from the date thereof.
  

— — — — — — — — —-. (1) of article 1. 123 was amended by point 14 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) the Board of Directors, namely the Directorate, will set a date for shareholders entitled to be informed of and to vote at the general meeting, the date will remain valid and where the general meeting is convened again because neîntrunirii quorum. Date of reference thus established will be later publication convocatorului and not more than 60 days before the date on which the general meeting is convened for the first time.
  

— — — — — — — — —-. (2) of article 9. 123 was amended item 67 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) Shareholders entitled to cash dividends or to exercise any other rights are registered in the records of the society or in the register of shareholders, independent private for the date of reference.
  


Article 124 (1) Repealed.
  

— — — — — — — — —-. (1) of article 1. 124 it was repealed by section 5 of art. 10, Section 3, chapter II. II of law No. 71 in June 2011, published in MONITORUL OFICIAL nr. 409 of 10 June 2011.

(2) where actions are made up of real securities, guarantees the right to vote belongs to the owner.
  


Article 125 (1) Shareholders may participate and vote in the general meeting through representation, based on the powers granted to the general meeting.
  

— — — — — — — — —-. (1) of article 1. 125 was changed from point of article 68. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) shareholders who did not exercise capacity, as well as legal entities can be represented/represented by their legal representatives who, in their turn, other people may give power of attorney to the General Assembly.
  

— — — — — — — — —-. (2) of article 9. 125 was changed from point of article 68. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) Procurile will be submitted in original form with 48 hours before the meeting or within the period specified by the articles of incorporation, under penalty of loss of the exercise of the right to vote at that meeting. Procurile will be retained by the company, making mention of it in the minutes.
  

— — — — — — — — —-. (3) art. 125 was changed from point of article 68. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(4) Repealed.
  

— — — — — — — — —-. (4) article. 125 was repealed by article item 69. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(5) members of the Board of Directors, managers, members of the Directorate and the respective supervisory board or society officers cannot represent shareholders, on pain of nullity of the judgment if, without their vote, it would not have obtained the required majority.
  

— — — — — — — — —-. (5) article. 125 was changed from point of article 68. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 126 (1) shareholders who have the status of members of the Board of Directors, Management Board or Supervisory Board may not vote on the basis of the shares they possess, neither personally nor through an agent, downloading their management or an issue in which the person or their administration would be under discussion.
  

(2) the persons in question may vote however accounts, if you cannot form majority laid down by law or by the articles of incorporation.
  

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Art. 126 was amended item 70 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 127 (1) Shareholder which, in a given operation, has either personally or as a representative of another person, contrary to the interest of society, one will have to abstain from deliberations relating to that operation.
  

(2) this provision contrary to Shareholder is liable for the damage to society, whether, without his vote, it would not have obtained the required majority.
  


Article 128 (1) voting rights may not be transferred.
  

(2) any Convention by which the shareholder is required to exercise its right to vote in accordance with the instructions given or proposals made by the company or by the persons with powers of representation is nil.
  

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Art. 128 has been changed from point 71 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 129 (1) on the day and at the time indicated in the convocation, the Assembly will be opened by the Chairman of the Board of Directors, the Executive Board, or the one who keeps them.
  

— — — — — — — — —-. (1) of article 1. 129 has been modified by the point of article 72. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the general meeting shall elect, from among the shareholders present, 1 to 3 Secretaries, who will check the list of attendance of shareholders, stating the social capital that each represents, the report drawn up by the Technical Secretary for a determination of the number of shares and the accomplishment of all the formalities required by law and the articles of incorporation for the General Assembly.
  

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Paragraphs 1 and 2. (2) of article 9. 129 has been modified by the point of article 72. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) General Assembly will be able to decide that the operations referred to in the preceding paragraph to be supervised or performed by a notary public, at the expense of the company.
  

(4) one of the Secretaries shall draw up the minutes of the meeting of the General Assembly.
  

(5) the President will be able to designate, from among the employees of the company, one or more Assistant Secretaries, who take part in the execution of the operations referred to in the previous paragraphs.
  

— — — — — — — — —-. (5) article. 129 has been modified by the point of article 72. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(6) After the completion of the legal requirements and the finding of the articles of incorporation for the General Assembly, shall enter into the agenda.
  

(7) cannot be taken on decisions points on the agenda which have not been published in accordance with article 4. 117 and 116 ^ 1, unless all the shareholders were present or represented and none of them has not been opposed or did not contest this ruling.
  

— — — — — — — — —-. (7) article. 129 was introduced by item 73 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 130 (1) decisions of the General meetings shall be taken by open vote.
  

(2) the secret Vote is required for the appointment or revocation of Board members, and the members of the Supervisory Board, the appointment of Auditors, revocation of dismissal times or statutory auditors and to take decisions relating to the liability of the members of the organs of administration, management and control of the company.
  

— — — — — — — — —-. (2) of article 9. 130 was modified by point 15 of article 2. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 131 (1) a report, signed by the Chairman and Secretary, will establish the formalities for convening, date and place of the general meeting, the shareholders present, the number of shares, in summary, the decisions taken, and at the request of the shareholders, the statements made by her in open court.
  

(2) the minutes shall annex the acts relating to the convocation lists, as well as the attendance of shareholders.
  

(3) the report will be placed on the register of the General meetings.
  

(4) to be relied on as against third parties, the General Assembly will be submitted within 15 days at the trade register Office, to be mentioned in the register and published in the Official Gazette of Romania, part IV.
  

— — — — — — — — —-. (4) article. 131 amended item 75 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(5) upon request, each shareholder will be informed of the results of the vote, for the decisions taken at the general meeting. If the company has a website of its own, the results will be published on this page, and in no case later than 15 days from the date of the general meeting.
  

— — — — — — — — —-. (5) article. 131 amended item 75 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 132 (1) decisions taken by the General Assembly within the limits of the law or the articles of incorporation are required even for the shareholders who did not take part in the meeting or voted against.
  

(2) General Assembly decisions contrary to the law or the articles of incorporation may be appealed against in court within 15 days from the date of publication in the Official Gazette of Romania, part IV-a, of any of the shareholders who did not take part in the general meeting or who voted against and demanded to insert this in the minutes of the meeting.
  

(3) When invoking reasons of absolute nullity, the right of action is imprescriptibil, and the application may be made and any interested person.
  

(4) members of the Board of Directors, supervisory board, respectively, may not attack General Assembly decision regarding revocation of their function.
  

— — — — — — — — —-. (4) article. 132 amended by point 76 article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(5) the application shall resolve the contradictory society, represented by the Board of Directors, namely through the Directorate.
  

— — — — — — — — —-. (5) article. 132 amended by point 76 article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(6) If the judgment is contested by all the members of the Board of Directors, the company will be represented in court by the person designated by the President of the Court from among its shareholders, who will fulfil the mandate with which it was charged, until a general meeting convened for this purpose, will appoint a representative.
  

— — — — — — — — —-. (6) article. 132 amended by paragraph 16 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(7) If the judgment is contested by all the members of the Executive Board, the company will be represented in court by the Board of supervisors.
  

— — — — — — — — —-. (7) article. 132 amended by point 76 article. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(8) if they have been placed in several actions, they can be joined.
  

(9) the request will judge in the Chamber Council. The judgment delivered shall be subject to appeal only.
  

— — — — — — — — —-. (9) article. 132 amended by paragraph 10 of article 10. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(10) the final judgment of cancellation will be noted in the register and published in the Official Gazette of Romania, part IV. Its publication it is relied on to all shareholders.
  

— — — — — — — — —-. (10) of article 1. 132 amended by paragraph 10 of article 10. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 133 (1) together with the filing of the action, the plaintiff can ask the Court, injunctions, suspension of execution of the judgment appealed against.
  

(2) the Court, approving the suspension, obliging the applicant to a bail.
  

— — — — — — — — —-. (2) of article 9. 133 was modified by point 11 of article 1. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(3) Repealed.
  

— — — — — — — — —-. (3) art. 133 was repealed by item 12 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 134 (1) shareholders who have not voted in favour of a decision of the General Assembly have the right to withdraw from the company and require the purchase of their shares by the company only if the decision of the General Assembly: the main object of change);
  

b) moving the company's headquarters abroad;
  

c) reshape society;
  

d) merger or Division of the company.
  

(2) the right of withdrawal may be exercised within 30 days of the date of publication of the decision of the General Assembly in the Official Gazette of Romania, part IV-a, in the cases referred to in paragraph 1. (1) (a). the-c)), and from the date of adoption of the decision of the General Assembly, in the case referred to in paragraph 1. (1) (a). d). (2 ^ 1) in the cases provided for by art. 246 246 ^ 1 ^ 2, and shareholders who are not in favour of merger/Division may exercise their right of withdrawal within 30 days from the date of publication of the draft terms of merger/Division, pursuant to article. 242 paragraph 1. (2) or, where appropriate, article 3. 242 paragraph 1. (2 ^ 1).
— — — — — — — — —-. (2 ^ 1), art. 134 was introduced by section 2 of art. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(3) Shareholders will be submitted to the Head Office of the company, together with a written statement of withdrawal, which they possess or, where appropriate, shareholder certificates issued under art. 97. (4) the price paid by society for the actions of the person exercising the right of withdrawal will be determined by an independent expert authorized, as an average value resulting from the application of at least two evaluation methods recognized by the law in force at the time of the evaluation. The expert is appointed by the judge-delegate in accordance with article 4. 38 and 39, at the request of the Board of directors or the Executive Board.
  

— — — — — — — — —-. (4) article. 134 was amended by paragraph 2 of article 9. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009 to supplement art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007, with 16 ^ 1.

(5) the costs of the evaluation shall be borne by the company.
  

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Art. 134 has been amended item 77 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 135 Repealed.
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Art. 135 was repealed by article item 78. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 136


(1) one or more shareholders representing, individually or together, at least 10% of the share capital will be able to ask the Court to appoint one or more experts, tasked to review certain operations from the management of the company and to prepare a report, to be handed out and handed over to the official Board of Directors, namely the Directorate and supervisory board, and the Auditors or the internal auditors of the company where appropriate, to be analysed and proposes appropriate measures.
  

— — — — — — — — —-. (1) of article 1. 136 was amended item 79 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
(1 ^ 1) The Board of Directors, namely the Directorate, will include a report submitted in accordance with paragraph 1. (1) on the agenda of the next general meeting of shareholders.
— — — — — — — — —-. (1 ^ 1), art. 136 was introduced by point 80 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) experts ' fees shall be borne by the company, except in cases in which the appeal was submitted in bad faith.
  


Article 136 ^ 1 must Shareholders exercise their rights in good faith, with respect for the rights and legitimate interests of the company and of the other shareholders.
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Art. 136 ^ 1 was introduced by the pct. of article 81. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Section III-About company-administration — — — — — — — — — the title of subsection I of Section III, chapter II. IV was introduced by the pct. of article 82 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 137 (1) joint stock company is managed by one or several managers, their number being forever odd. When there are more managers, they will constitute a Board of Directors.
  

(2) Joint Stock Companies whose annual financial statements subject to audit legal obligations are managed by at least three Admins).
  

(3) the provisions of this law on the Board of Directors and which does not concern whether or not I suppose plurality administrators apply unique administrator properly.
  

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Art. 137 was amended item 83 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 137 (1) ^ 1 administrators are appointed by the ordinary general meeting of shareholders, with the exception of the first Trustees, who are appointed by the articles of incorporation.
  

(2) candidates for administrator posts are nominated by current members of the Board of directors or the shareholders.
  

(3) the duration of the completion of the term of Office, administrators may not conclude with a contract of employment. Where administrators have been appointed from among the employees of the company, the individual labour contract is suspended during the period of their mandate.
  

(4) administrators can be cancel at any time by the ordinary general meeting of shareholders. Where revocation occurs as the unjust, the administrator is entitled to the payment of damages.
  

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Art. 137 ^ 1 was introduced by the pct. of article 84. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 137 (1) ^ 2 in the event of one or more administrator positions, if the articles of association do not provide otherwise, the Board of Directors shall on appointment of provisional Admins, pending the meeting of the ordinary general meeting of shareholders.
  

(2) If the holidays mentioned in paragraph 1. (1) determines that the number of administrators under the legal minimum, the remaining administrators shall convene an ordinary general meeting forthwith to shareholders to complete the membership of the Board of Directors.
  

(3) where administrators do not fulfil their obligation to convene the general meeting, any interested party may apply to the Court to appoint the person tasked with convening the ordinary general meeting of shareholders, which shall make the necessary appointments.
  

(4) When there is only one administrator and he wants to give up the mandate, he will have to convene the ordinary general meeting.
  

(5) in the event of the death or physical impossibility of exercising the Office of administrator is unique, the provisional appointment will be made by the censors, but ordinary General Assembly will be convened urgently for permanent appointment to the administrator.
  

(6) where the company has no audit, any shareholder may apply to the Court which authorize the convening of the general meeting of the shareholder who made the request or by another shareholder. By the same decision, the Court shall approve the agenda, lays down the reference date laid down in article 21. 123 paragraph 1. (2) the date of the general meeting and the keeping of the shareholders, the person who will preside.
  

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Art. 137 ^ 2 was introduced by the pct. of article 84. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 138 Repealed.
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Art. 138 was repealed by article item 85. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 138 ^ 1 *) (1) where in a joint-stock company takes place leading the delegation of the powers of Directors under article. 143, most members of the Board of Directors will be composed of non-executive members Admins.
  

(2) for the purposes of this Act, the members of the Board of Directors non-executive members are those who have not been appointed directors, in accordance with art. 143. — — — — — — — — — — Art. 138 ^ 1 was introduced by the pct. of article 86. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 138 ^ 2 (1) by the articles of incorporation or by decision of the general meeting of shareholders may provide that one or more members of the Board of Directors must be independent.
  

(2) the appointment of an independent administrator, the general meeting of shareholders will take account of the following criteria: (a)) may not be directors of the company or any company controlled by it and should not have been such a function in the last 5 years;
  

b) may not have been a salaried employee of the company or any company controlled by it or have had such an employment relationship in the past five years;
  

c) may not receive or have received from company or from a company controlled by this additional remuneration or other benefits, other than those corresponding to the quality of its non-executive administrator;
  

d) may not be significant shareholder of the company;
  

e) does not have or have had in the last year business relationship with the company or with an undertaking controlled by it, either personally or as a partner, shareholder, administrator, director or employee of a company which has such a relationship with the company if, by their nature, these are likely affecting objectivity;
  

f) shall not be or have been in the last three years the financial times associate auditor employee of present financial auditor of the company or any company controlled by it;
  

g) to be director in another company in which a director of the society is a non-executive administrator;
  

h) may not have been a non-executive administrator of the company more than 3 seats;
  

I have no relationship) with a person in one of the situations referred to in points. ) and (d)).
  

— — — — — — — — —-. (2) of article 9. 138 ^ 2 has been modified from point 17 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 138 ^ 2 was introduced by the pct. of article 86. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Repealed by article 139.
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Art. 139 was repealed by article item 87. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 140 Repealed.
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Art. 140 was repealed by article item 87. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 140 ^ 1 (1) the Board of Directors shall elect from among its members a Chairman of the Board. By the articles of incorporation may stipulate that the President of the Council is appointed by the ordinary General Assembly, which appoints the Board.
  

(2) the President shall be appointed for a term which may not exceed the duration of his term.
  

(3) the President may be removed at any time by the Board of Directors. If the President was appointed by the General Assembly, will be able to be removed only for this).
  

(4) the President shall coordinate the work of the Council and shall report thereon to the General Assembly of shareholders. He shall ensure the proper functioning of society.
  

(5) where the Chairman is in the temporary impossibility to exercise his powers during the State of the respective Board of Directors incapable may entrust to another administrator for carrying out the function of the President.
  

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Art. 140 ^ 1 was introduced by the pct. of article 88. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 140 ^ 2


(1) the Board of Directors may create committees composed of at least 2 members of the Board and responsible for the conduct of investigations and the development of recommendations to the Council in areas such as audit, remuneration of Directors, directors, auditors, and staff or the nomination of candidates for the various posts of leadership. The committees shall submit to the Council, on a regular basis, reports on their activities.
  

— — — — — — — — —-. (1) of article 1. 140 ^ 2 has been modified by pct, article 18. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) at least one member of each Committee set up pursuant to paragraph 1. (1) must be a non-executive independent administrator. The audit committee and the remuneration of the directors are non-executive members only formats. At least one member of the audit committee must have experience in applying the principles of accounting or auditing.
  

(3) Repealed.
  

— — — — — — — — —-. (3) art. 140 ^ 2 was repealed by article 19 pct. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 140 ^ 2 was introduced by the pct. of article 88. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 141 (1) the Administrative Council shall meet at least once every 3 months.
  

(2) the Chairman shall convene the Administrative Board, sets the agenda, watches over informing appropriate members of the Council with regard to the points on the agenda and preside over the meeting.
  

(3) the Management Board is also convened at the reasoned request of at least two of its members or of the Director-general. In this case, the agenda is set by the authors. The President is obliged to give the course of such a request.
  

(4) the summons for the meeting of the Administrative Board will be forwarded to the administrators in good time before the date of the meeting, the time limit may be established by decision of the Board of Directors. The convocation will includes the date and the place where he will hold the meeting and agenda. On the points which are not listed on the agenda can make decisions only in cases of emergency. The articles of incorporation may impose more stringent conditions on the issues covered in this paragraph.
  

(5) at each meeting will draw up a report, which will contain the names of participants, the agenda of deliberations, decisions taken, number of votes and opinions separated joint. The minutes shall be signed by the Chairman of the meeting and by at least one other administrator.
  

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Art. 141 has been modified by the point of article 89. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 141 ^ 1 Directors and censors or, where appropriate, internal auditors may be summoned from any meeting of the Board of Directors, meetings at which they are required to attend. They have no voting rights, except the directors who are also administrators.
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Art. 141 ^ 1 was introduced by article item 90. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 142 (1) the Board of Directors is responsible for the accomplishment of all the necessary documents and useful for the attainment of the objects of the company, except for those reserved by law to the general meeting of shareholders.
  

(2) the Board of Directors has the following core competencies, which cannot be delegated to the Directors: the main directions) the establishment and development of society;
  

b) establishing accounting policies and system of financial control and financial planning approval;
  

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Lit. b) of paragraph 2. (2) of article 9. 142 was amended by section 3 of article 9. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.

(c) the appointment and revocation of Directors) and setting their remuneration;
  

d) oversight of Directors;
  

(e) the preparation of the annual report), the Organization of the general meeting of shareholders and the implementation of its decisions;
  

f) placing the request to open insolvency of the company, according to law No. 85/2006 on insolvency.
  

(3) also cannot be delegated to the directors of the tasks received by the Board of Directors of the general meeting of shareholders, in accordance with article 5. 114. — — — — — — — — — — Art. 142 has been modified by item 91 art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 143 (1) the Board of Directors may delegate the leadership of the company to one or several directors, calling on one of its general manager.
  

(2) the directors may be appointed from outside of the administrators and the Board of Directors.
  

(3) if the articles of incorporation or by a decision of the general meeting of shareholders shall, Chairman of the Board of Directors of the company may be called a general manager.
  

(4) In the case of joint-stock companies whose annual financial statements subject to a legal obligation of the financial audit, delegation of the management of the company in accordance with paragraph 1. (1) it is mandatory).
  

(5) for the purposes of this Act, the director of the joint-stock company is the only person to whom powers have been delegated by the management company in accordance with paragraph 1. 1. Any person, regardless of the name of the station occupied in society, is excluded from the application of the rules of this Act concerning the managers of the company stock.
  

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Art. 143 was amended item 92 art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 143 ^ 1 (1) the directors are responsible for taking all measures relating to driving the company, within the limits of the objects of the society and respecting the exclusive powers reserved by law or the articles of association the Board of Directors and general meeting of shareholders.
  

(2) Organization of the work of the directors may be fixed by the articles of incorporation or by decision of the Board of Directors.
  

(3) Any administrator may request information regarding Directors operatively. Directors shall inform the Board of Directors, regularly and comprehensively, the operations undertaken and those under consideration.
  

— — — — — — — — —-. (3) art. 143 ^ 1 was modified by pct article 20. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(4) the directors may revoke at any time be by the Board of Directors. Where revocation occurs as the unjust, the Director concerned shall be entitled to the payment of damages.
  

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Art. 143 ^ 1 was introduced by the pct. of article 93. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 143 ^ 2 (1) the Board of Directors represents the company in relation to third parties and in legal proceedings. In the absence of a stipulation to the contrary in the articles of incorporation, the Board of Directors represents the company through its Chairman.
  

(2) by the articles of incorporation, the President and one or more administrators can be empowered to represent the company, acting together or separately. Such a clause may be relied on as against third parties.
  

(3) by unanimous consent, which means the only company administrators acting together can empower one of them to complete certain transactions or types of operations.
  

(4) where the Board of Directors has delegated the powers of the directors of the company in accordance with art. 143, the power to represent the company belongs to the Director general. The provisions of paragraphs 1 and 2. (2) to (4) apply to the directors appropriately. The Board of Directors retains the right to representation, however the company in relations with directors.
  

(5) the Management Board shall keep a record of the commercial register the names of persons authorized to represent the company, noting if they act together or separately. They submitted to the commercial register specimen signatures.
  

----------
Art. 143 ^ 2 was introduced by the pct. of article 93. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 144 Repealed.
----------
Art. 144 was abrogated by article item 94. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 144 ^ 1 (1) the members of the Administrative Board shall exercise its mandate with prudence and diligence of a good administrator.
  

(2) the administrator shall not violate the obligation laid down in paragraph 1. (1) If a decision is taken in the business he is reasonably entitled to consider that it acts in the best interests of the company and on the basis of appropriate information.
  

(3) business decision, within the meaning of this law, is any decision to take or not to take certain measures in relation to the administration of the company.
  

(4) the members of the Administrative Board shall exercise its mandate with loyalty, in the interest of society.
  

(5) members of the Board of Directors shall not divulge confidential information and trade secrets of the company, to which they have access in their capacity as Trustees. This obligation is the responsibility of and after ceasing to hold office.
  

(6) the content and duration of the obligations referred to in paragraph 1. (5) are stipulated in the contract.
  

----------

Art. 144 ^ 1 was modified by pct article 21. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 144 (1) ^ 2 administrators are responsible for the fulfilment of all obligations under the provisions of art. 72 and 73.
  

(2) the managers are responsible to society for the damage caused by acts performed by directors or staff, is when the damage would not have occurred if they had exercised supervision duties imposed by their function.
  

(3) the directors shall notify the Board of Directors of all the irregularities noted during the fulfilment of their duties.
  

(4) administrators are jointly and severally liable with their immediate predecessors if, with knowledge of the irregularities committed by them and not communicate them to auditors or, where applicable, auditors and financial auditor.
  

(5) In societies that have more administrators responsible for acts perpetrated or for omissions and does not extend to administrators who have made it to record in the register of decisions of the Administrative Council, their opposition and have încunoştinţat about it in writing on the audit or internal auditors and financial auditor.
  

----------
Art. 143 ^ 2 was introduced by the pct. of article 95. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 144 (1) ^ 3 Administrator who has in a given operation, directly or indirectly, interests which conflict with the interests of society must notify them about this fellow administrators and Internal Auditors on audit or and not take part in any deliberation concerning this operation.
  

(2) the same requirement the administrator where, in a given operation, know that they are concerned his spouse, relatives up to the times his wife/grade IV.
  

(3) If the provisions of the articles of incorporation have not otherwise bans set in paragraph 1. (1) and (2), relating to the participation in the deliberations and the vote of the Trustees, shall not apply if the subject of the vote is: a) offer for subscription by an administrator or by the persons mentioned in paragraph 1. (2) shares or debentures of the company;
  

b) the administrator or the persons referred to in paragraph 1. (2) a loan in collateral times favor the company.
  

(4) the administrator who has not complied with the provisions of paragraphs 1 and 2. (1) and (2) be responsible for any damages resulting for society.
  

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Art. 144 ^ 3 was introduced by the pct. of article 95. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 144 (1) ^ 4 is prohibited by the company crediting of infrastructure managers, through operations such as: a) loans to directors;
  

(b) the granting of financial advantages) managers in connection with or after the conclusion of the company with these operations supply of goods, services or work;
  

c direct indirect), in whole or in part, of any loans granted to administrators, later grant of concomitant times the loan;
  

d) guaranteeing direct indirect, in whole or in part, of the work executed by Admins any other personal obligations towards third parties;
  

e) acquisition against payment times, in whole or in part, of a debt which has as a loan granted by a third person or other managers personal benefit.
  

(2) the provisions of paragraphs 1 and 2. (1) are applicable to operations in which they are interested in spouse, relatives up to the times family members IV including the Manager; also, if the operation concerns a company at which one of the previously mentioned individuals is administrator, single fold or along with one of the above-mentioned persons, a share of at least 20% of the issued share capital.
  

— — — — — — — — —-. (2) of article 9. 144 ^ 4 has been amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".

(3) the provisions of paragraphs 1 and 2. (1) does not apply to: a) If operations whose aggregate value is less than the fixed amount equivalent in MDL of 5,000 euro;
  

b) where the operation is terminated by the company under the terms of the exercise of its activity, and the terms are not more favourable to the operation of the persons referred to in paragraph 1. (1) and (2) than that, typically, they practice against third parties.
  

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Art. 144 ^ 4 was introduced by the pct. of article 95. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 145 Repealed.
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Art. 145 was repealed by article item 96. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 146 Repealed.
----------
Art. 146 was repealed by article item 96. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 147 Repealed.
----------
Art. 147 was repealed by article item 96. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 148 Repealed.
----------
Art. 148 was repealed by article item 96. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 149 Repealed.
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Art. 149 was repealed by article item 96. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 150 (1) if the articles of incorporation not provided otherwise, and subject to the provisions of art. 44 ^ 1, on pain of nullity, the administrator will be able to, in his own name, dispose of, respectively, to acquire goods to or from society, having a value of more than 10% of the value of the net assets of the company, only after approval by the General Assembly, under the conditions laid down in article 21. 115. — — — — — — — — —-. (1) of article 1. 150 was modified by point 97 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
(1 ^ 1) Repealed.
— — — — — — — — —-. (1 ^ 1), art. It was repealed by the 150 point 22 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) the provisions of paragraphs 1 and 2. (1) also applies to renting or leasing operations.
  

(3) the amount referred to in paragraph 1. (1) shall be calculated by reference to the approved financial statement for the financial year preceding the operation times, where appropriate, the amount of the capital subscribed, where such financial statement has not yet been submitted and approved.
  

(4) the provisions of this article are applicable to operations in which one party is relative or spouse of the Manager of times cranberry, up to the fourth degree inclusive, thereof; also, if the operation is concluded with a company at which one of the previously mentioned individuals is administrator or director holds single or fold together, a share of at least 20% of the issued share capital, except in cases in which one of the undertakings concerned is the other branch.
  

— — — — — — — — —-. (4) article. 150 was modified point 31 of the art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society" and the term "companies" with the term "companies".


Article 151 Repealed.
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Art. 151 was repealed by article item 99. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 152 (1) the directors are responsible for the fulfilment of their duties. Provisions of art. 137 ^. (3) of article 1. 144 ^ 1 ^ 3, 144, 144, 150 ^ 4 and art. 153 ^ 12(3). (4) shall apply under the same conditions as the directors and administrators.
  

(2) the remuneration of Directors, obtained under warrant, rank in terms of salaries and income tax shall be taxable according to the laws in the matter.
  

(3) by way of derogation from article. 5 of law No. 19/2000 on the public system of pensions and other social insurance rights, with subsequent amendments and additions, the remuneration of the directors obtained under warrant rank in salary, from the point of view of the obligations arising for directors and company in legislation on the public pension system and other social insurance rights, including the right of insurance against accidents at work and occupational diseases the legislation, unemployment insurance system and employment stimulation, as well as legislation on health insurance.
  

— — — — — — — — —-. (3) art. has been amended 152 item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".
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Art. 152 has been modified by pct article 23. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 152 ^ 1


Micro and small enterprises within the meaning of art. "". (1) (a). the a and b) of) Law No. 346/2004 concerning the stimulation and development of small and medium-sized enterprises, as amended and supplemented, derogate from the provisions of art. 137 para. (2), art. 138 ^. (1), art. 140 ^ 2 para. (2) and of article 23. 143 para. (4).
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Art. 152 ^ 1 was amended by paragraph 24 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

— — — — — — — — — — the title of subsection II of section III, chapter II. IV was introduced by the pct, article 102. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) by the articles of incorporation may stipulate that joint-stock company is managed by a Directorate and a supervisory board, in accordance with the provisions of this subsection.
  

(2) the articles of incorporation may be amended during the existence of the society by the extraordinary General Assembly of shareholders in order to introduce or elimination of such provisions.
  

(3) the provisions of this law concerning the censors are not applicable to companies opting for two-tier system of administration.
  

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Art. 153 was modified by item of article 103. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

A. the loan — — — — — — — — — Paragraph A of subsection II, Section III, chapter II. IV was introduced by the pct, article 104. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 1 (1) joint stock company Leadership rests exclusively on the Directorate, performing acts necessary and useful for the attainment of the objects of the company, except for those reserved by law the responsibility of the Supervisory Board and the general meeting of shareholders.
  

(2) the Directorate shall exercise their powers under the control of the Supervisory Board.
  

(3) the Directorate is made up of one or more members, their number being forever odd.
  

(4) When there is only one Member, it shall be called the managing director. In this case, the provisions of art. 137 para. (3) shall apply accordingly.
  

(5) In the case of joint-stock companies whose annual financial statements shall be subject to the legal obligations of the audit, the Directorate is made up of at least 3 members.
  

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Art. 153 ^ 1 was introduced by the pct. of article 104. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 2 (1) appointment of the members of the Executive Board shall be the responsibility of the Supervisory Board, which assigns one of them at the same time as Chairman of the Executive Board.
  

(2) the articles of Association shall determine the term of Office of the Directorate, within the limits laid down in article 21. 153 ^ 12.
  

(3) members of the Executive Board may not simultaneously be members of the Supervisory Board.
  

(4) members of the Executive Board can be cancel at any time by the Board of supervisors. The articles of incorporation may provide that they can be cancel and the ordinary general meeting of shareholders. If the revocation of their unjust occurs, members of the Executive Board are entitled to the payment of damages.
  

(5) in the case of a member of the Executive Board, the Supervisory Board will proceed without delay the appointment of a new Member, for the remaining period until the expiration of the mandate of the Directorate.
  

(6) With regard to the rights and obligations of the members of the Executive Board, art. 137 ^. (3), art. 144 ^ 1, art. 143 ^ 2 para. (1), (4) and (5), art. 144 ^ 3, art. 144 ^ 4, art. and article 150. 152 shall apply accordingly.
  

— — — — — — — — —-. (6) article. 153 ^ 2 has been modified by pct article 25. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 153 ^ 2 was introduced by the pct. of article 104. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) ^ 3 Directorate represents the company in relation to third parties and in legal proceedings.
  

(2) in the absence of a stipulation to the contrary in the articles of incorporation, the members of the Executive Board represents the society only by acting together.
  

(3) where the members of the Executive Board represents the company's only acting together, by unanimous consent, they may allow one of them to complete certain transactions or types of operations.
  

(4) the Supervisory Board shall represent the company in relations with the Directorate.
  

(5) the Directorate shall register the register the names of its members, noting if they act together or separately. They will be submitted to the commercial register specimen signatures.
  

— — — — — — — — —-. (5) article. 153 ^ 3 was amended by point 26 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 153 ^ 3 was introduced by the pct. of article 104. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) ^ 4 at least once every 3 months, the Directorate shall submit a written report of the Supervisory Board with respect to the management of the company, regarding its activity and its possible evolution.
  

(2) in addition to the regular provision of information referred to in paragraph 1. (1) the Directorate shall in due course the supervisory board any information regarding events that could have a significant influence on the company's situation.
  

(3) the Supervisory Board may request the Directorate any information it deems necessary for the performance of its duties and may carry out checks and investigations.
  

(4) each Member of the Supervisory Board shall have access to the information submitted by the Council.
  

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Art. 153 ^ 4 was introduced by the pct. of article 104. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 5 (1) the Supervisory Board shall forward to the Commission's annual financial statements and annual report, immediately after their elaboration.
  

(2) at the same time, the Directorate shall submit to the Council its proposal for a detailed surveillance with respect to the apportionment of profits resulting from the balance sheet of the financial year, which it intends to submit to the General Assembly.
  

(3) the provisions of article 4. 153. ^ (4) shall apply accordingly.
  

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Art. 153 ^ 5 was introduced by the pct. of article 104. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

B. the Board of supervisors — — — — — — — — — — Paragraph B of subsection II, Section III, chapter II. IV was introduced by the pct, article 105. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) ^ 6, Members of the Supervisory Board are appointed by the general meeting of shareholders, with the exception of the first members, who are appointed by the articles of incorporation.
  

(2) candidates for the posts of Member of the Supervisory Board are nominated by the existing members of the Board or the shareholders.
  

(3) the number of members of the Supervisory Board is determined through the Constitutive Act. It may not be less than three and no more than 11.
  

(4) members of the Supervisory Board may be to cancel anytime by the general meeting of shareholders with a majority of at least two-thirds of the votes of the shareholders present.
  

(5) the Supervisory Board shall elect from among its members a Chairman of the Board.
  

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Art. 153 ^ 6 was introduced by the pct, article 105. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 7 (1) in the case of a vacation membership in the Supervisory Board, the Board may proceed to the appointment of a member on a provisional basis, pending the meeting of the General Assembly.
  

(2) If the holidays referred to in paragraph 1. (1) determines that the number of members of the Supervisory Board under the legal minimum, the Directorate must convene a general meeting without delay for filling vacant posts.
  

(3) where the Directorate fulfills its obligation not to convene the General Assembly in accordance with paragraph 1. (2) any interested party may apply to the Court to appoint the person tasked with convening the ordinary general meeting of shareholders, which shall make the necessary appointments.
  

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Art. 153 ^ 7 was introduced by the pct, article 105. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) ^ 8 the members of the Supervisory Board may not simultaneously be members of the Executive Board. They also cannot be cumulated membership in the Supervisory Board with the employee of the company.
  

(2) by the articles of incorporation or by decision of the general meeting of shareholders may determine specific conditions of professionalism and independence for members of the Supervisory Board. The independence of a member of the Supervisory Board shall be taken into account the criteria laid down in article 21. 138 ^ 2 (2). (2).
  

----------
Alin. (2) of article 9. 153 ^ 8 was amended by section 3 of article 9. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009 to supplement art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007, with 26 ^ 1.


(3) With regard to the rights and obligations of the members of the Supervisory Board, the provisions of art. 144 ^ 1, art. 143 ^ 2 para. (1) and (5) of article 2. 144 ^ 3 ^ 4, 144 and 150 shall apply accordingly.
  

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Art. 153 ^ 8 was introduced by the pct, article 105. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 9 (1) the Supervisory Board shall have the following main tasks: (a) continuous) control the management of the company by the Directorate;
  

b) appoint and revoke the members of the Executive Board;
  

(c) verify compliance with law), with articles of incorporation and with the decisions of the general meeting of the company's operations;
  

d) report at least once a year the general meeting of shareholders regarding the surveillance activity carried out.
  

(2) In exceptional cases where the interest of the company so requires, the Board of supervisors may convene the general meeting of shareholders.
  

(3) the Supervisory Board may not be transferred to the driving duties to society. However, in the articles of incorporation may provide that certain types of operations can be carried out only with the consent of the Council. Where the Council does not give its consent to such an operation, the Directorate may request the consent of the ordinary General Assembly. General Assembly decision regarding such an agreement is determined by a majority of 3/4 of the votes of the shareholders present. The memorandum may not fix another majority nor stipulate other conditions.
  

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Art. 153 ^ 9 was introduced by the pct, article 105. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 10 (1) the Supervisory Board may establish committees consisting of at least 2 members of the Board and responsible for the conduct of investigations and the development of recommendations to the Council in areas such as audit, remuneration of members of the Executive Board and supervisory board and staff, or the nomination of candidates for the various posts of leadership. The committees shall submit to the Council regularly reports on their work.
  

(2) the President of the Executive Board may be appointed to the Nomination Committee created by the Board of supervisors, without thereby acquire membership in the Council.
  

(3) at least one member of each Committee set up pursuant to paragraph 1. (1) must be a member of the independent Board of supervisors. At least one member of the audit committee must have relevant experience in the application of the principles of accounting or auditing.
  

(4) Repealed.
  

— — — — — — — — —-. (4) article. 153 ^ 10 has been repealed by section 3 of article 9. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009 to supplement art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007, with 26 ^ 2.
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Art. 153 ^ 10 was introduced by the pct, article 105. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 11 (1) the Supervisory Board shall meet at least once every 3 months. The Chairman shall convene and preside over the Board of supervisors meeting.
  

(2) the Supervisory Board shall be convened at any time at the reasoned request of at least two of the members of the Council or at the request of the Executive Board. The Board will meet within 15 days of the notice convening it.
  

— — — — — — — — —-. (2) of article 9. 153 ^ 11 amended point 27 of article 4. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(3) if the President fails to comply with the request for convening the Council in accordance with paragraph 1. (2) the authors of the application can call themselves the Council, establishing the agenda of the meeting.
  

(4) members of the Executive Board can be summoned at the meetings of the Supervisory Board. They have no right to vote in Council.
  

(5) at each meeting will draw up a report, which will contain the names of participants, the agenda, the agenda of deliberations, decisions taken, number of votes and opinions separated joint. The minutes shall be signed by the Chairman of the meeting and by at least one other Member of the Council.
  

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Art. 153 ^ 11 was introduced by the pct, article 105. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

— — — — — — — — — — the title of subsection III of section III, chapter II. IV was introduced by the pct, article 106. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 12 (1) the term of Office of the directors, the members of the Executive Board and the Supervisory Board, shall be determined by the articles of incorporation, it may not exceed 4 years. They are reeligibili, where the articles of association do not provide otherwise.
  

(2) the term of Office of the first members of the Board of Directors, the first members of the Supervisory Board, may not exceed 2 years.
  

(3) for the appointment of an administrator or a member of the Executive Board or of the Supervisory Board, to be legally valid, the person appointed must expressly accept it.
  

(4) the person named in one of the functions referred to in paragraph 1. (3) must be ensured for professional liability.
  

— — — — — — — — —-. (4) article. 153 ^ 12 has been modified from the point 28 of article 7. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 153 ^ 12 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) ^ 13 directors of joint-stock company, the unitary system, namely the members of the Directorate, within the two-tier system, are individuals.
  

(2) a legal person may also be called an administrator or a member of the Supervisory Board of a company's shares. With this appointment, the legal person shall be bound to appoint a permanent representative, person. It is subject to the same conditions and obligations and have the same civil and criminal liability as an administrator or a member of the Supervisory Board, person, acting in his own name without this legal person is to be exempted from liability or to shrink joint and several liability. When the legal person has its representative, rescinds it is obliged to appoint a replacement.
  

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Art. 153 ^ 13 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 14 Repealed.
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Art. 153 ^ 14 was repealed by pct article 29. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 153 ^ 15 the directors of a company's shares, in a unitary system, and members of the Executive Board, in the two-tier system, there may be, without the authorization of the Board of Directors, Board of supervisors, principals, administrators, members of the Executive Board of the time Supervisory Board, audit or, if necessary, internal auditors times associated with unlimited liability, in the other competing companies or having the same object nor can exercise the same trade or another competitor, on your own or another person, under penalty of cancellation and liability for damage.
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Art. 153 ^ 15 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 16 (1) a person may carry a maximum of 5 concurrent seats and/or member of the Supervisory Board in joint stock companies whose head offices are situated within the territory of Romania. This provision shall apply in the same manner the individual administrator or member of the Supervisory Board, as well as individual permanent representative of a legal person administrator Board Member times.
  

(2) the prohibition provided for in paragraph 1. (1) does not apply to cases when the chosen one in the Board of directors or the Board of supervisors is the owner of at least one quarter of the total shares of the company or is a member of the Board of directors or in the Supervisory Board of a company that owns one-quarter stock shown.
  

(3) a person who violates the provisions of this article shall resign from the duties of a member of the Board of directors or of the Supervisory Board in excess of the maximum number of seats provided for in paragraph 1. (1) within one month from the date of the occurrence of the situation of incompatibility. Upon expiry of this period, he will lose his mandate obtained by overcoming number of legal mandates, in chronological order of appointments, and will be liable for the repayment of the remuneration and other benefits received by the company in which he has pursued this mandate. Deliberations and decisions he took part in the exercise in question shall remain valid.
  

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Art. 153 ^ 16 was introduced by item 107 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 17


Before being named director or the administrator, respectively, a member of the Executive Board or of the Supervisory Board in a joint-stock company, the user shall inform the company organ responsible for his appointment on any relevant issues from the perspective of. 153 153 ^ ^ 15 and 16.
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Art. 153 ^ 17 has been amended point 30 of article 1. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 153 ^ 18 (1) the remuneration of members of the Board of directors or of the Supervisory Board shall be determined by the articles of incorporation or by decision of the general meeting of shareholders.
  

(2) additional Remuneration of the members of the Board of directors or supervisory board charged with specific functions within the organ, as well as the remuneration of the directors in a unitary system, or members of the Executive Board, in the two-tier system, shall be determined by the Board of directors or the Supervisory Board. The articles of incorporation or the general meeting of shareholders fixes the General limits of all remuneration paid in this way.
  

(3) any other consideration can only be granted in accordance with paragraph 1. (1) and (2).
  

(4) the General Assembly, namely the Board of directors or the Supervisory Board and, where applicable, the remuneration Committee shall ensure, when fixing the remuneration or other benefits, that they are justified in relation to the specific duties of the persons concerned and with the economic situation of society.
  

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Art. 153 ^ 18 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 19 Board of Directors will ask the trade register Office Registration appointment of Directors, as well as of any change in the person of administrators or directors and the publication of these data in the Official Gazette of Romania, part IV. The same obligation rests with the Directorate regarding the registration of the first members of the Executive Board and any change in the person of the members of the Executive Board or supervisory board members.
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Art. 153 ^ 19 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) ^ 20 For the validity of the decisions of the Board of Directors, of the Board or Directorate of supervision is necessary the presence of at least half of the members of each of these organs, if the articles of association do not require a larger number.
  

(2) the decisions within the Board of Directors, of the Directorate or of the Supervisory Board shall be taken by a majority vote of the members present. Decisions regarding the appointment or revocation of such bodies to be taken Presidents by a majority vote of the Board members.
  

(3) members of the Board of directors or the Executive Board, you have supervisory board may be represented at meetings of the organ only by other members. A member present may represent one Member absent.
  

(4) the articles of incorporation may provide that attendance at meetings of the Board of Directors, the Executive Board or the Supervisory Board may also occur through means of distance communication, setting out their way. At the same time, the articles of association may limit the kinds of decisions that may be taken under these conditions and may provide for a right to object to such a procedure for a given number of members of the respective body.
  

(5) the means of distance communication as referred to in paragraph 1. (4) must meet the technical conditions required to identify participants, their actual participation in the meeting of the Council's deliberations and relaying on an ongoing basis.
  

(6) If the articles of incorporation as otherwise, the Chairman of the Board of directors or of the Supervisory Board will have the casting vote in the event of parity of votes. May not have the decisive vote Board Chairman who is at the same time, the director of the society.
  

(7) if the President according to the Board, of the Directorate or of the Supervisory Board cannot or is not allowed to participate in voting in the organ, other members will be able to choose a President, having the same rights as the President in Office.
  

(8) in the event of parity of votes, and if the President does not qualify for the decisive vote, the proposal submitted to the vote shall be considered rejected.
  

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Art. 153 ^ 20 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) ^ 21 articles of incorporation may provide that in exceptional circumstances, justified by the urgency of the situation and by the interest of the company, the decisions of the Board of directors or the Executive Board may be taken by unanimous vote of the members in writing, without needing a meeting of that body.
  

(2) it cannot have recourse to the procedure laid down in paragraph 1. (1) in the case of decisions of the Board of directors or the Executive Board concerning the annual accounts or the authorized capital.
  

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Art. 153 ^ 21 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 22 Board of Directors, namely the Directorate will be able to conclude legal acts in the name and on behalf of the company, to acquire the property for it or dispose of, rent, Exchange or warranty constitutes goods contained in the heritage society, the value of which exceeds one half of the book value of the assets of the company at the date of conclusion of the legal act, only with the approval of the general meeting of shareholders given article. 115. — — — — — — — — — — Art. 153 ^ 22 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 ^ 23 officers and Board members, i.e. members of the Executive Board and the Supervisory Board, are required to attend the General meetings of shareholders.
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Art. 153 ^ 23 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 153 (1) ^ 24 If the Board of Directors, namely the Directorate, notes that, as a result of losses, as determined by the annual accounts have been approved in accordance with the law, the net assets of the company, determined as the difference between total assets and its total debt, has dwindled to less than half of the issued share capital, will immediately convene an extraordinary general meeting to decide whether the company should be dissolved.
  

(2) by the articles of incorporation may provide that an extraordinary general meeting to be convened even in case of a reduction of the net assets less significant than that provided for in paragraph 1. (1) fixing the minimum level of net assets by reference to the subscribed share capital.
  

(3) the Board of Directors, namely the Directorate will present extraordinary General Assembly met according to para. (1) a report on the State of the company's assets, together with the observations of the Auditors or, where appropriate, of the internal auditors. This report must be filed at the company's registered office at least one week before the date of the General Assembly, to be consulted by any interested stockholder. In the context of the extraordinary General Assembly, Board of Directors, namely the Directorate will inform shareholders in respect of any relevant facts which have occurred since the drafting of the report.
  

(4) If an extraordinary General Meeting decides the dissolution of the company, then the company shall be obliged that, no later than the conclusion of the financial year subsequent to the one in which they were found and losses subject to art. 10, to reduce the share capital with an amount at least equal to the losses which could not be covered from reserves if the net assets of the company has not been reconstituted to a value at least equal to one half of the share capital.
  

(5) in the case of neîntrunirii extraordinary General Assembly in accordance with paragraph 1. (1) or if the extraordinary General Assembly could not validly deliberate or in the second convening, any interested person may apply to the Court to ask for the dissolution of the company. Dissolution may be required and where society's obligation pursuant to paragraph 1. (4) is not complied with. In either of these cases the Court may grant the company a deadline may not exceed six months for the settlement of the situation. The company will not be dissolved if the replenishment of net assets up to a value at least equal to one half of the share capital is held by the time remaining for the final judgment dissolution.
  

— — — — — — — — —-. (5) article. 153 ^ 24 has been changed from point 13 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.
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Art. 153 ^ 24 was introduced by the pct. of article 107. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 154 Repealed.
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Art. 154 was repealed by article item 108. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 155


(1) the action in liability against the founders, administrators, directors or members of the Executive Board and the Supervisory Board and the auditor or auditors, for damage caused by violation of society of their duties towards society, belongs to the General Assembly, which will decide by the majority laid down in article 21. 112. (2) the general meeting shall appoint the same person taking majority to pursue legal action.
  

(3) where the general meeting shall decide on the annual financial statement, may take a decision concerning the liability of directors or directors or members of the Executive Board and the Supervisory Board, even if this issue is not on the agenda.
  

(4) If the General Meeting decides to start action in liability against the respective directors, members of the Executive Board, their term of Office shall cease as from the date of adoption of the decision of the General Assembly and supervisory board, respectively, will proceed to their replacement.
  

(5) if the action starts against directors, they shall suspend the law until final decision remained.
  

— — — — — — — — —-. (5) article. 155 has been changed from point 14 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(6) If the General Meeting decides to start action in liability against the members of the Supervisory Board by the majority laid down in article 21. 115 paragraph 1. (1) the term of Office of their respective members, supervisory board ceases. The General Assembly will proceed to their replacement.
  

(7) the action in liability against the members of the Executive Board may be exercised by the Supervisory Board, in a decision of the Council itself. If the decision is taken by a majority of two-thirds of the total number of members of the Supervisory Board, Executive Board members of the respective term of Office ceases as, the Board of supervisors doing to replace them.
  

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Art. 155 was modified by item 109 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 155 ^ 1 (1) If the general meeting does not introduce the action in liability under article 9. 155 nor responds to the proposal of one or more shareholders to initiate such action, representing shareholders, individually or together, at least 5% of the share capital are entitled to bring an action for damages, in his own name but on its behalf against any person referred to in art. 155 para. (1) and (2) persons who exercise the right provided for in paragraph 1. (1) must be already had the status of a shareholder from the date on which it was debated at the general meeting introduction the action in liability.
  

(3) legal costs shall be borne by the shareholders who brought the action. In case of acceptance, the shareholders shall be entitled to reimbursement of any sums advanced by the company under that title.
  

(4) after the final decision of the Court of the backwardness of the action referred to in paragraph 1. (1) the general meeting of shareholders, namely the Board of supervisors will be able to decide on ceasing to hold office administrators, directors and members of the Supervisory Board, the members of the Executive Board, and replace them.
  

— — — — — — — — —-. (4) article. 155 ^ 1 has been changed from point 15 of article 2. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.
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Art. 155 ^ 1 was introduced by the pct. of article 110. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 156 Repealed.
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Art. 156 was repealed by article 111 point. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 157 Repealed.
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Art. 157 was repealed by article 111 point. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Repealed by article 158.
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Art. 158 was repealed by article 111 point. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Section IV financial audit, internal audit and the Auditors Article 159 (1) joint stock company will have 3 audit and an alternate, if the articles of incorporation do not require a larger number. In all cases, the number of Auditors must be odd.
  

(2) the Auditors shall be elected by the general meeting of shareholders. Their term of Office is three years and can be re-elected.
  

(3) the Auditors shall personally exercise its mandate.
  

(4) stock companies with majority state capital, one of the censors is, necessarily, a representative of the Ministry of economy and finance.
  

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Art. 159 was amended by the pct, article 31. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 160 (1) the financial statements of the companies subject to the legal obligation of auditing will be audited by statutory auditors-individuals or legal persons under the law.
  

— — — — — — — — —-. (1) of article 1. 160 was amended by the pct, article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the phrase "commercial companies" with the term "companies".
(1 ^ 1) Joint-stock companies opting in. 153, for two-tier system of administration are subject to financial audit.
— — — — — — — — —-. (1 ^ 1), art. 160 was introduced by the pct. of article 114. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
(1 ^ 2) Joint-stock companies whose financial statements are subject to financial audit, according to the law or option, in this respect, the shareholders may decide not to apply the provisions of art. 159 paragraph 1. (1) in this respect, the decision being taken at a general meeting of shareholders.
— — — — — — — — —-. (1 ^ 2) of art. 160 was amended by article item 32. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) companies whose financial statements are subject to annual financial audit, according to the law or the decision of the general shareholders ' meeting, will hold internal audit according to rules drafted by Romania Chamber of financial auditors.
  

— — — — — — — — —-. (2) of article 9. 160 was amended by the pct, article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the phrase "commercial companies" with the term "companies".

(3) to companies whose financial statements on an annual basis are not subject to the law, financial audit, an ordinary general meeting of shareholders will decide on granting financial or audit the auditor's appointment, as appropriate.
  

— — — — — — — — —-. (3) art. 160 was amended by the pct, article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the phrase "commercial companies" with the term "companies".


Article 160 1 ^ Board of Directors, respectively, recorded at the registry Directorate trade any change of Auditor Auditors, respectively.
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Art. 160 ^ 1 has been changed from point 34 of art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 161 (1) Censors may be shareholders, with the exception of chartered accountant, Auditor, which may be why third party engaged in the profession individually or in associative forms.
  

— — — — — — — — —-. (1) of article 1. 161 amended item 35 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) may not be the censors, and if they were elected, their term of Office: from meaning to) their relatives or family members up to the fourth degree inclusive, or spouses of Trustees;
  

b) persons who receive in any form for other functions than that of trustee, a salary or remuneration to administrators or society or whose employers are in contractual relations or is in competition with it;
  

c) persons to whom it is prohibited as member of the Board of Directors, the Supervisory Board and of the Executive Board, in accordance with article 10. 73 ^ 1;
  

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Lit. c) of paragraph 2. (2) of article 9. 161 was amended by paragraph 4 of art. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009 to supplement art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007, with 35 ^ 1.

d) persons who, during the exercise of powers conferred by this quality control duties, were under the Ministry of public finance and other public institutions, except as expressly provided for by law.
  

(3) the Auditors shall be remunerated with a fixed allowance, determined by the articles of incorporation or the general meeting that appointed them.
  


Article 162 (1) in case of death, physical or legal foreclosure, termination of term cessation times of a censor, it will be replaced by alternate.
  

(2) In the situation referred to in paragraph 1. (1) and the number of Auditors cannot complete by replacing with alternate times it runs according to any trustee, Trustees will convene an emergency General Assembly with a view to the appointment of a new trustee.
  

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Art. 162 has been modified by the point of article 36. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 163


(1) the Auditors are obliged to supervise the management of the company, to determine whether the financial statements are drawn up legal and consistent with the registers, unless the latter are held regularly and if the valuation of property has been made according to the rules for the preparation and presentation of financial statements.
  

— — — — — — — — —-. (1) of article 1. 163 was amended by point 37 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) About all of this, as well as on proposals they deem necessary with regard to financial statements and profit distribution, the censors shall submit a detailed report to the General Assembly. The method and procedure for reporting of internal auditors shall be determined according to the rules developed by Romania Chamber of financial auditors.
  

— — — — — — — — —-. (2) of article 9. 163 was amended by point 37 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(3) the general meeting may approve the annual financial statements unless they are accompanied by the auditor or, if appropriate, of financial auditors.
  

(4) Repealed.
  

— — — — — — — — —-. (4) article. 163 was repealed by article item 119. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(5) the Auditors or, where appropriate, internal auditors will be made of Board members and Board irregularities in violations of the legal provisions and the provisions of the memorandum which it finds, and more important cases will be made to the General Assembly.
  

— — — — — — — — —-. (5) article. 163 was amended item 118 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 164 (1) the Auditors have the right to obtain every month from Admins about the situation.
  

(2) Repealed.
  

— — — — — — — — —-. (2) of article 9. 164 was repealed by article item 120. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) the auditor shall be prohibited to communicate to shareholders or to third parties, in particular data relating to the operations of the company, recorded when exercising their mandate.
  


Article 164 ^ 1 (1) Any shareholder is entitled to the facts about censors commercials who thinks it should be deleted, and they will be considered in the preparation of the report to the General Assembly.
  

(2) where a claim is made by shareholders representing, individually or together, at least 5% of the share capital or a share less if the articles of incorporation so provides, auditors are required to check. If you will appreciate that the complaint is well founded and urgent, are obliged to immediately convene a general meeting and submit their observations thereof. Otherwise, they must question the claim to the first meeting. The General Assembly must take a decision on the subject.
  

(3) in the case of companies in which they have been appointed internal auditors, according to the law, any shareholder is entitled to the facts about their ads, which I think should be checked. Internal Auditors will be considered in the preparation of the report of the Board of Directors, Board of supervisors respectively. If the complaint is submitted by shareholders representing, individually or together, at least 5% of the share capital or a lesser share, if provided for by the articles of incorporation, internal auditors are required to verify the facts reported, and if they are confirmed by being listed in a report which will be made available to the Board of Directors, supervisory board, respectively, and made available to the General Assembly; in this case, the Board of Directors, supervisory board, respectively, is obliged to convene the General Assembly.
  

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Art. 164 ^ 1 was introduced by the pct. of article 121. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 165 (1) For the fulfilment of the obligation laid down in article 21. 163 para. (2) the Auditors shall deliberate together; they, however, will be able to do in the event of disagreement, separate reports which should be submitted to the General Assembly.
  

(2) for all other obligations imposed by law, censors will be able to work independently.
  

(3) the censors will go into a special register their deliberations and findings made in the exercise of their mandate.
  


Article 166 (1) the extent and effects of the auditor's liability shall be determined by the rules mandate.
  

(2) Revocation may be their only vote at a general meeting called for the extraordinary assemblies.
  

(3) the provisions of article 4. 73 and 153 ^ 16 applies to auditors.
  

— — — — — — — — —-. (3) art. 166 was amended by section 5 of art. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009 amending item 38 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


The fifth section About issuing bonds Article 167 (1) the nominal value of a bond may not be less than 2.5 lei.
  

— — — — — — — — —-. (1) of article 1. 167 amended item 122 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) Bonds of the same issue must be of equal value and grant their holders equal rights.
  

(3) the bonds may be issued in a physical form, on paper or in dematerialized form, entry.
  


Article 168 Repealed.
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Art. 168 was repealed by article item 123. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Repealed by article 169.
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Art. 169 was repealed by article item 123. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 170 (1) Subscripţia bonds will be made on the copies of the issue prospectus.
  

(2) the amount of the subscribed bonds must be paid in full.
  

(3) bonds must contain the information set out in the laws of capital market.
  

— — — — — — — — —-. (3) art. 170 was amended by article 124, item. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(4) will be signed in accordance with article 4. 93 para. (4) and (5) the nominal value of bonds convertible into shares will have to be equal to that of action.
  


Article 171 (1) the holders of the debentures may meet in a general meeting to deliberate upon their interests.
  

(2) Assembly will be convened at the expense of the company issuing the bonds, at the request of a number of shareholders representing the fourth part of the titles issued and outstanding or, after the appointment of the representatives of holders of bonds, at their request.
  

(3) the provisions for ordinary Assembly of shareholders shall apply to the debenture holders and the Assembly, as regards forms, conditions, terms, titles and calling the voting.
  

(4) the issuing company cannot participate in the deliberations of the Assembly of the debenture holders, based on bonds that it possesses.
  

(5) the holders of the bonds will be represented by agents other than administrators, directors, namely members of the Executive Board, the supervisory board times censors or company officials.
  

— — — — — — — — —-. (5) article. 171 was amended item 125 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 172 (1) the Assembly of debenture holders may uncountable: a) to appoint a representative of the holders of bonds and one or more alternates, with the right to represent them towards society and justice, let them remuneration; they may not take part in the management of the company, but will be able to attend its meetings;
  

b) to accomplish all the acts of surveillance and defence of their common interests or authorize a representative with their fulfillment;
  

c) to constitute a Fund, which will be taken from the interest due to holders of bonds, to cope with the expenditure necessary for their defence rights, establishing at the same time, the rules for the administration of this Fund;
  

d) to oppose any change in the articles of incorporation or the conditions of the loan, which might bring prejudice to the rights of holders of bonds;
  

e) to rule on the issue of new bonds.
  

(2) the decisions of the Assembly shall be brought to the knowledge of the company, no later than 3 days after their adoption.
  


Article 173 For the validity of the proceedings referred to in article 1. 172 para. (1) (a). a), b) and (c)) judgment shall be taken by a majority representing at least one-third of the titles issued and outstanding; in other cases it is necessary the presence of owners in the Assembly representing at least two thirds of the outstanding titles and the favourable vote of at least four-fifths of the titles represented at the meeting.


Article 174 (1) decisions taken by the meeting of debenture holders are required for holders who did not take part in the meeting or voted against.
  


(2) decisions of holders of bonds can be challenged in court by holders who did not take part in the meeting or voted against and demanded to insert this in the minutes of the meeting, within the time limit and with the effects referred to in article 1. 132 and 133.
  


Article 175 legal Action of bond holder against the company shall be admissible if it has the same object of the action brought by the representative of the holders of debentures or is contrary to a decision of the Assembly of the debenture holders.


Article 176 (1) Bonds of the issuing company is reimbursed at maturity.
  

(2) prior to maturity, the bonds of the same issue and the same value can be redeemed, by drawing lots, at an amount superior to their nominal value, as determined by the company and publicly announced at least 15 days before the date of the prize draw.
  

(3) the Convertible Bonds exchangeable into shares of the issuing company, under the conditions set out in the offer document.
  


Section VI About society and about the registers annual accounts Article 177 (1) in addition to records as provided by law, joint stock companies must keep a register: (a)) of shareholders to satisfy, where applicable, the name and last name, social security number, business name, domicile or registered office of the shareholders with registered shares, as well as payments made to the account. Track of the shares traded on regulated markets/alternative trading system is carried out in compliance with specific capital market legislation;
  

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Lit. of paragraphs 1 to 5). (1) of article 1. 177 has been amended item 126 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

b) a register of the meetings and deliberations of the General meetings;
  

c) a register of hearing and deliberations of the Administrative Board, the Executive Board and Supervisory Board;
  

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Lit. c) of paragraph 2. (1) of article 1. 177 has been amended item 126 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

d) repealed;
  

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Lit. d) of paragraph 2. (1) of article 1. 177 has been repealed by article item 127. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

e) a register of deliberations and findings made by the audit and, where appropriate, by the internal auditors in the performance of his duties;
  

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Lit. s) para. (1) of article 1. 177 has been amended item 126 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

f) a register of bonds, showing the total of bonds issued and reimbursed, as well as first and last name, business name, domicile or registered office holders when they are registered. Track to debt securities issued in dematerialized form and traded on a regulated market or by an alternative trading system will be kept under the legislation specific to capital market;
  

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Lit. f) of paragraph 2. (1) of article 1. 177 has been amended item 126 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(g) any other prescribed registers) normative acts.
  

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Lit. g) of paragraph 1. (1) of article 1. 177 was introduced by the pct. of article 128. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the records referred to in paragraph 1. (1) (a). a), b) and (f)) will be held by the Board of directors or the Executive Board, as provided for in (b). c) by the organ in question, and that referred to in subparagraph (a). e) by the auditor or, where appropriate, the internal auditors; the records referred to in paragraph 1. (1) (a). g) will be held under the respective normative acts.
  

— — — — — — — — —-. (2) of article 9. 177 was altered point of article 129. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 178 (1) Administrators, concerned members of the Directorate, or, where appropriate, entities that keep track of ownership under the legal obligation to make available to shareholders and any other applicants information on ownership structure of such undertakings, and to set them free, upon request, at their expense, certificates relating to such data.
  

— — — — — — — — —-. (1) of article 1. 178 was amended by point 39 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) also are required to make available to shareholders and holders of bonds on the same terms, the registers referred to in article 1. 177 paragraphs 1 and 2. (1) (a). b) and (f)).
  


Article 179 shareholders Register and the register of bonds can take manual or computerized system.


Article 180 (1) the company may contract with an independent private keeping of the register of shareholders computerised system and recordkeeping and other operations related to this workbook.
  

— — — — — — — — —-. (1) of article 1. 180 amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".

(2) the provisions of the preceding paragraph shall apply, as appropriate, and in relation to the register of bonds.
  

(3) Keeping the register of shareholders and/or to register bonds by a company of independent authorized is mandatory in cases provided for by law.
  

(4) where the shareholder register is held by an independent company authorized indication is required in the commercial register of the company and its headquarters, as well as of any changes in respect of these particulars.
  


Article 181 Board of Directors, namely the Directorate, must provide the Auditor, namely the internal auditors and statutory auditors, with at least 30 days before the day fixed for the meeting of the General Assembly's annual accounts for the preceding financial year, accompanied by their report and supporting documents.
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Art. 181 has been amended item 131 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 182 (1) the annual accounts shall be drawn up under the conditions provided by law.
  

(2) the annual accounts of companies shall be audited or verified by the law.
  

— — — — — — — — —-. (2) of article 9. 182 amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


Article 183 (1) of the profit of the company will take every year, at least 5% for the formation of the reserve fund, until it will reach the fifth part of the share capital.
  

(2) where the reserve fund, after formation, was downsized from any cause, will be completed in compliance with the provisions of paragraphs 1 and 2. (1) and (3) shall also be included in the reserve fund, even if it has achieved the amount referred to in paragraph 1. (1) surplus by selling shares at a rate greater than their nominal value, if this surplus is not used to pay the depreciation issue or intended.
  

(4) the founders shall participate in the profit, if this is provided for in the articles of association or, in the absence of such provisions, was approved by the extraordinary general meeting.
  

(5) in all cases, conditions of participation to be determined by the General Assembly in respect of each fiscal year.
  


Article 184 (1) auditor or, if appropriate, of financial auditor remains deposited at the headquarters of the society and the branches in the 15 days prior to the meeting of the General Assembly, for consultation by shareholders.
  

(2) upon request, the Board of Directors, namely the Directorate, issue copies of these shareholders. Amounts charged for the issue of copies may not exceed the administrative costs of providing them.
  

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Art. 184 has been modified by item 132 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 185 *) (1) under the conditions provided for by the law on accountancy No. 82/1991 republished, Board of Directors, namely the Directorate, is obliged to submit to the territorial units of the Ministry of public finance, in paper format and in electronic form or in electronic form, having attached an electronic signature, financial statements, annual report, auditor or auditors report, as appropriate.
  

(2) the Board of Directors, namely the Directorate of societăţiimamă, defined such accounting regulations apply, shall be required to submit to the territorial units of the Ministry of public finances, copies of the consolidated annual financial statements, paragraph 1. (1) to be applied properly.
  


(3) In order to carry out legal advertising, Ministry of public finance, the forward, the national trade register Office copies of the following documents, in electronic form: annual accounts and, where appropriate, consolidated accounts, annual report and, when appropriate, the consolidated report of the Board of Directors, the Executive Board, auditor or auditors report, as well as financial and economic indicators required to carry out legal advertising. Legal advertising is carried out by mentioning in the commercial register of the filing of the annual financial statements, together with the report of the Board of Directors, the Executive Board, auditor or auditors report, as well as through the publication of financial indicators extracted from them.
  

(4) companies that have an annual turnover of over 10 million are required to be published in the Official Gazette of Romania, part IV-a, an announcement by confirming the submission of documents referred to in paragraph 1. (1).
  

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Alin. (4) article. 185 amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(5) For companies whose annual turnover does not exceed 10 million lei, the notice referred to in paragraph 1. (4) will be published, for free, on the website of the national trade register Office.
  

— — — — — — — — —-. (5) article. 185 amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(6) the Ministry of public finances and the national trade register Office will conclude a protocol of cooperation, in order to transfer, in electronic form, and the information referred to in paragraph 1. (3) and (5).
  

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Art. 185 was amended by section 1 of article. From the EMERGENCY ORDINANCE nr. 90 of 29 September 2010, published in MONITORUL OFICIAL nr. 674 of 4 October 2010.


Article 186 approval of annual financial statements by the General Assembly shall not preclude the exercise of the action, in accordance with the provisions of art. 155. — — — — — — — — — — Art. 186 amended item 134 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Chapter V limited partnership joint stock Companies in Article 187 this chapter is supplemented by rules concerning joint stock companies, with the exception of those relating to the two-tier system of administration.
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Art. 187 was amended by article item 41. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 188 (1) the administration of the company is entrusted to one or more full associates.
  

(2) full Members shall apply the provisions laid down in article 21. 80-83, and providers of those in art associates. 89 and 90.
  


Article 189 (1) The limited partnership shares, administrators will be able to cancel the general meeting of shareholders, by a decision taken by the majority set out for extraordinary meetings.
  

(2) the general meeting, by the same majority, elect someone else instead of the administrator revoked, or who has ceased to exercise his mandate.
  

— — — — — — — — —-. (2) of article 9. 189 was modified by item 42 of the art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(3) the appointment must be approved by the other Admins, if there are more.
  

(4) the new associate administrator gets full partners.
  

(5) the administrator revoked remains liable towards third parties unlimited for obligations which they contracted during his administration may however exert action or recourse against the company.
  


Article 190, which are Associations full administrators, cannot take part in the proceedings of the general assemblies to elect Auditors or, where appropriate, financial auditor, even if they have shares in the company.
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Art. 190 was modified by item 136 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Chapter VI limited liability Companies Article 191 (1) decisions of the members shall be taken in the General Assembly.
  

(2) by the articles of incorporation may provide that voting can be done also by mail.
  


Article 192 (1) the general meeting shall decide by an absolute majority of the vote representing members and social parties, except for the case when the articles of incorporation provide otherwise.
  

(2) For decisions involving the amendment of the articles of incorporation is required of all members voting, unless the law or the articles of incorporation provide otherwise.
  


Article 193 (1) each Party shall give entitlement to a social voting.
  

(2) a partner may exercise its right to vote in the deliberations of the assemblies of members relating to its contributions in kind or in legal documents concluded between them and society.
  

(3) If the Assembly cannot take legally constituted a valid judgment due to neîntrunirii of the majority required, the Assembly convened again may decide on the agenda, whatever the number of associates and the portion of share capital represented by the associations present.
  


Article 194 (1) the general meeting of members shall have the following obligations:----------the introductory part of paragraph 1. (1) of article 1. 194 was modified by the point of article 137. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

approve of) accounts and to determine the allocation of the net profit;
  

b) designate managers and Auditors, to revoke/sack and give them downloading activity and decide on granting financial audit, when it is not binding according to the law;
  

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Lit. b) of paragraph 2. (1) of article 1. 194 was modified by item 43 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

c) decide tracking administrators and Auditors for damages caused to the company, and the person authorized to exercise;
  

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Lit. c) of paragraph 2. (1) of article 1. 194 was modified by item 43 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

d) to amend the articles of incorporation.
  

(2) in the latter case, if the articles of incorporation shall be entitled to withdraw the shareholder because it does not agree with the modifications made thereto, shall apply the provisions of article 4. 224 and 225.
  


Article 195 (1) administrators are forced to convene members at the registered office at least once a year or whenever necessary.
  

(2) A member or a number of members, representing at least one quarter of the share capital, will be able to ask for the convening of the general meeting, indicating the purpose of this invitation.
  

(3) the convening of the Assembly will be made in the manner prescribed in the articles of incorporation, and in the absence of special provisions, by registered mail, at least 10 days before the day fixed for its keeping, agenda.
  


Article 196 provisions for joint stock companies, with regard to the right to have the decisions of the General Assembly, shall also apply to limited liability companies, the period of 15 days referred to in art. 132 paragraph 2. (2) the following shall run from the date on which the Member became aware of the General Assembly decision on an attack.


Article 196 ^ 1 (1) in the case of limited liability companies with sole, it will exercise the powers of the general meeting of members of the society.
  

(2) the sole member immediately will consign in writing of any decision taken pursuant to paragraph 1. (1) and (3) the sole member can have the quality of employee of the limited liability company whose sole shareholder is.
  

— — — — — — — — —-. (3) art. 196 ^ 1 has been amended, article, item 44. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(4) no longer exists.
  

— — — — — — — — —-. (4) article. 196 ^ 1 has been removed by repealing item 45 of art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007 by point 6 of article 1. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009.
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Art. 196 ^ 1 was introduced by the pct. of article 138. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 197 (1) the company shall be managed by one or several managers, associates or non, appointed by the articles of incorporation or the general meeting.
  

(2) Administrators may not receive, without the authorization of the Assembly members, the term of Office of the other competing company administrator or having the same object or to make the same kind of trade times another competitor on its own or on behalf of another natural or legal person, under penalty of cancellation and liability for damage.
  

(3) the provisions of article 4. 75, 76, 77 para. (1) and 79 also apply to companies with limited liability.
  

(4) the provisions concerning the management of joint stock companies are not applicable to private limited-liability companies, regardless of whether or not the subject of this audit.
  

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Paragraphs 1 and 2. (4) article. 197 was introduced by point 7 of article. in accordance with law No. 88 of April 8, 2009, published in MONITORUL OFICIAL nr. 246 of 14 April 2009 that complements art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007, with 45 ^ 1.


Article 198 (1) the company shall take care, through a register of Directors, associates, which will, where appropriate, the full name, business name, domicile or registered office of each associate, on its part of the share capital, the transfer of social parties or any other change with regard to them.
  

(2) personally and jointly and severally responsible Managers for any damage pricinuită by violation of paragraph. (1) and (3) the register may be scrutinized by associates and creditors.
  


Article 199 (1) the provisions of article 4. 160 paragraph 1. (1) paragraphs 1 and 2. (1 ^ 2) and paragraphs 1 and 2. (2) and of article 23. 160 ^ 1 applies accordingly.
  

— — — — — — — — —-. (1) of article 1. 199 was modified by item 46 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) The companies which do not fall within the provisions of art. 160 paragraph 1. (1) the Assembly members may appoint one or more auditors ' or a financial auditor.
  

— — — — — — — — —-. (2) of article 9. 199 was modified by pct article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(3) if the number of members of 15 passes, the appointment of the auditor is mandatory.
  

(4) the provisions for joint-stock companies, the censors shall also apply to the auditor of the companies with limited liability.
  

(5) the Auditors ' or, where appropriate, financial auditor, each of the members, who is not an administrator of the company, will exercise the right of control that associates have in the companies.
  

— — — — — — — — —-. (5) article. 199 was modified by item 139 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 200 limited liability company cannot issue bonds.


Article 201 (1) the financial statements shall be drawn up on the rules for the joint-stock company. Following the approval by the General Assembly of the members, managers will be submitted to the commercial register within 15 days of the date of the general meeting, copies of the annual financial statements in accordance with the provisions of the law on accountancy No. 82/1991 republished, to be published in accordance with art. 185. — — — — — — — — —-. (1) of article 1. 201 has been amended item 140 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the provisions of the reserve funds to joint-stock company, as well as those relating to the reduction of share capital, shall also apply to limited liability companies.
  


Article 202 (1) shares may be transferred between associates.
  

(2) disclosure to persons outside the company is only permitted if approved of associates representing at least three-quarters of the share capital.
  

(2 ^ 1) Assembly members, adopted under the conditions of paragraph 1. (2), shall be filed within 15 days at the trade register Office, to be mentioned in the register and published in the Official Gazette of Romania, part IV.
— — — — — — — — —-. (2 ^ 1), art. 202 was introduced by section 2 of art. XIII of the EMERGENCY ORDINANCE nr. 54 of 23 June 2010, published in MONITORUL OFICIAL nr. 421 of 23 June 2010.
(2 ^ 2) Trade Registry Office shall transmit without delay, by electronic means, the decision referred to in paragraph 1. (2 ^ 1) National Agency of fiscal administration and general directions of public finances and of the municipality of Bucharest.
— — — — — — — — —-. (2 ^ 2) of art. 202 was introduced by section 2 of art. XIII of the EMERGENCY ORDINANCE nr. 54 of 23 June 2010, published in MONITORUL OFICIAL nr. 421 of 23 June 2010.
(2 ^ 3) Social lenders and others harmed by the decision of the partners concerning the transmission of social parties may make a request for opposition by requiring the Court to oblige, if applicable, the company or association, or to compensation for damage caused, as well as, where appropriate, the shareholder's liability intending to surrender their shares. The provisions of article 62 shall apply correspondingly.
— — — — — — — — —-. (2 ^ 3) of art. 202 was introduced by section 2 of art. XIII of the EMERGENCY ORDINANCE nr. 54 of 23 June 2010, published in MONITORUL OFICIAL nr. 421 of 23 June 2010.
(2 ^ 4) Transmission of social parties will operate, in the absence of opposition, the date of expiry of the opposition period referred to in article 1. 62, and was made an opposition, the notification of the judgment dismissing it.
— — — — — — — — —-. (2 ^ 4) art. 202 was introduced by section 2 of art. XIII of the EMERGENCY ORDINANCE nr. 54 of 23 June 2010, published in MONITORUL OFICIAL nr. 421 of 23 June 2010.

(3) in the case of acquiring a shares through succession, paragraph 1. (2) do not apply if the articles of association do not provide otherwise; in the latter case, the company is obliged to pay the social party successors, according to the latest balance sheet approved.
  

(4) where it would exceed the maximum legal number of associates because successors, they will be required to designate a number of holders that will not exceed the legal maximum.
  

(5) the provisions of paragraphs 1 and 2. (2) are applicable in the case of mortgage over the social parties, but only in relation to the establishment of it.
  

— — — — — — — — —-. (5) article. 202 was introduced by paragraph 4 of art. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.


Article 203 (1) the Parties shall be entered in the social register and the register of associates of the company.
  

(2) has effect against third parties only from the time of its inclusion in the commercial register.
  

(3) the Act of transmitting the instrument of incorporation and social parties updated with new identification data associated with them will be submitted to the trade register Office, being subject to registration in the commercial register according to the provisions of article 3. 204 paragraph 2. (4).
  

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Alin. (3) art. 203 was introduced by point 3 of article 1. XIII of the EMERGENCY ORDINANCE nr. 54 of 23 June 2010, published in MONITORUL OFICIAL nr. 421 of 23 June 2010.


Memorandum of Amendment of title IV Chapter I General provisions Article 204 (1) articles of incorporation may be amended by decision of the general meeting or the Board of Directors, Executive Board respectively, pursuant to art. 114 para. (1), or by court judgment, pursuant to article. 223 para. (3) and of article 23. 226 paragraph 1. (2).
  

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Alin. (1) of article 1. 204 was amended by point 47 of the art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) the form of authentic modifier adopted Associates is required where the purpose of: (a) increase the registered capital) through subscription as in-kind contribution of a building;
  

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Lit. of paragraphs 1 to 5). (2) of article 9. 204 was amended by section 6 of article. 10, Section 3, chapter II. II of law No. 71 in June 2011, published in MONITORUL OFICIAL nr. 409 of 10 June 2011.

b legal form) the amendment in a society the society partnerships;
  

c) increase the registered capital through public subscription.
  

(3) the provisions of article 4. 17 para. (1) also applies in case of a change of the name of the times to continue limited liability company with sole shareholder.
  

— — — — — — — — —-. (3) art. 204 was amended by article 141, item. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(4) After each change of the articles of incorporation, directors, namely the Directorate will be submitted to the commercial register Act modifier and the full text of the memorandum of Association, updated with all the changes, which will be registered pursuant to the conclusion of judge-delegate, except as stipulated in article. 223 para. (3) and in article 8. 226 paragraph 1. (2) when the registration will be carried out on the basis of a final decision of exclusion or withdrawal.
  

— — — — — — — — —-. (4) article. 204 was amended by paragraph 16 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(5) the trade registry office shall submit to the Office the Act thus recorded and modifier notification of updated text on the filing of the articles of incorporation to the Autonomous Regia «Official Gazette», to be published in the Official Gazette of Romania, part IV-a, at the expense of the company.
  

— — — — — — — — —-. (5) article. 204 was amended by article 141, item. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(6) the Act of incorporation of the modifier of a company the partnerships, in authentic form, shall be filed with the trade register, in compliance with the provisions of paragraphs 1 and 2. (4), and it is mentioned in the book, without the obligatory publication in the Official Gazette of Romania, part IV.
  

— — — — — — — — —-. (6) article. 204 was amended by article 141, item. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(7) In the form of updated according to para. (4) may omit the name and other identifying data of the founders and first members of the society.
  


— — — — — — — — —-. (7) article. 204 was amended by article 141, item. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(7) Repealed.
  

— — — — — — — — —-. (8) article. 204 was repealed by point 48 of article 1. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(9) Failure is permissible only if they last at least 5 years from the date of registration of the company and unless otherwise provided in the articles of incorporation.
  


Article 205 reshape society, extending them or other amendments to the articles of incorporation of the company must not result in the creation of a new legal person.


Article 206 (1) private Lenders you have associates from the companies, partnerships or limited liability can do opposition, pursuant to article. 62, against the decision of the Assembly of members of society over the longer term fixes initially, if they have the rights laid down by the previous judgment enforcement.
  

(2) When the opposition was admissible, associations must decide, within one month from the date on which final judgment has remained, though understand to abandon the extension or exclude from joint debtor associate opponent.
  

— — — — — — — — —-. (2) of article 9. 206 was amended by the pct, article 17. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(3) In the latter case, the debtor shall be due by the shareholder on the basis of the last balance sheet approved.
  


Chapter II the reduction or increase the social capital Article 207 (1) the share capital may be reduced by: a) decreasing shares;
  

(b) reduction of the nominal value) of the shares or of the parties;
  

(c) the acquisition of own shares), followed by their cancellation.
  

(2) the share capital may be reduced when the reduction is not motivated by losses, by: a) full or partial exemption of the members of the payments due;
  

(b) restitution to shareholders of) a shares from consideration, proportional to the reduction of share capital and equal for each calculated action or part;
  

c) other procedures provided by law.
  


Article 208 (1) reduction of capital stock will be made only after a period of two months from the day on which the judgment has been published in the Official Gazette of Romania, part IV.
  

(2) a judgment will have to meet minimum capital, when you lay down the law to show the reasons for the reduction and the procedure to be used for making them.
  

(3) creditors, whose claims predate the publication of the judgment, shall be entitled to obtain security for claims which have not become due until the date of such publication. They have the right to make opposition against this ruling, in accordance with article 5. 62. — — — — — — — — —-. (3) art. 208 was amended item 142 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(4) reducing social capital has no effect and does not make payments for the benefit of the shareholders, until the creditors will have obtained the achievement of their claims adequate safeguards or until the date on which the Court has rejected the request of creditors as inadmissible, saying that the times company has provided adequate guarantees to creditors or that, taking into account the assets of the company, guarantees are not required creditors, rejected the request as unfounded, and the judgment remained definitive.
  

— — — — — — — — —-. (4) article. 208 was amended by the pct, article 18. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(5) at the request of the company's creditors, whose claims predate the publication of the judgment, the Court may oblige the company to providing adequate safeguards if reasonably, one can appreciate that reducing social capital affects the chances of claims, and the company has not granted to guaranties under the provisions of paragraphs 1 and 2 of the creditors. (3).
  

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Alin. (5) article. 208 was introduced by art. in accordance with law No. 284 of 14 November 2008, published in MONITORUL OFICIAL nr. 778 of 20 November 2008, which complements art. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 of 30 April 2008, with 3 ^ 2.


Article 209 When the company issued bonds, will not be able to proceed to reduce the share capital by means of a refund of the amounts refunded to shareholders made on behalf of the actions than in proportion to the amount of the refunded bonds.


Article 210 (1) the share capital can be increased through the issuance of new shares or by increasing the nominal value of the existing shares in Exchange for new consideration in cash and/or in kind.
  

(2) in addition, the actions we are freedom by incorporating reserves, with the exception of statutory reserves, as well as benefits or premiums issue, either through offsetting receivables and payable on society with its actions.
  

(3) favourable Differences from revaluation of assets and liabilities to be included in the reserve, without major capital.
  

(4) Increase the share capital by increasing the nominal value of the shares can be determined only with the votes of all the shareholders, unless when it is achieved by incorporating reserves, issue premiums or benefits.
  


Repealed by article 211.
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Art. 211 was repealed by article item 49. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 212 (1) joint stock company will be able to increase the share capital, in compliance with the provisions laid down for the establishment of the company.
  

(2) in the case of subscription by the public, its prospectus, wearing authentic signatures of two members of the Board of directors from among the members of the Executive Board, respectively, will be submitted to the commercial register for fulfilment of the formalities laid down in article 21. 18 and will include: — — — — — — — — — — enacting terms of para. (2) of article 9. 212 has been amended, article, item 50. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

date and number of registration) of the company in the commercial register;
  

(b) the name and registered office of the company);
  

c) subscribed and paid-up share capital;
  

d) the surname and forename of administrators members of the Executive Board and the Supervisory Board, auditor or, where appropriate, financial auditor, and their residence;
  

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Lit. d) of paragraph 2. (2) of article 9. 212 has been amended item 144 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

It's the last financial statement) approved auditor or auditors report;
  

f) dividends paid out in the last 5 years or, if, at that date, have passed less than 5 years;
  

g) bonds of society;
  

h) General Assembly decision concerning the issue of new shares, the total value of their number and their face value, the way their relationships regarding the consideration other than in cash, and the benefits thereof, as well as the date on which it will pay dividends.
  

(3) the Acceptantul will be able to invoke the nullity of the prospectus of the issue what does not contain all the particulars shown, if not exercised in any way the rights and obligations of the shareholder.
  


Article 213 increase the registered capital of a company through the public offer of securities and/or by providing the possibility of shareholders to Transact the rights of preference capital market legislation is subject to specific capital market.
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Art. 213 has been amended item 145 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 214 in case of increase of the share capital through the public offer, administrators, members of the Executive Board respectively, are jointly and severally liable for the accuracy of those shown in the prospectus, in the publications made by the company or in applications to the trade register Office in accordance with the provisions of the legislation on the stock market.
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Art. 214 was modified by item 51 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 215 (1) if the increase the registered capital shall be effected by contribution in kind, the General Assembly decided that it will propose to the judge-delegate the appointment of one or more experts for the evaluation of these consideration, pursuant to article. 38 and 39.
  

— — — — — — — — —-. (1) of article 1. 215 was amended by point 147 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
(1 ^ 1) Where social capital is carried out in order to achieve mergers or divisions and to carry out, where applicable, a cash payment to the shareholders of the company being acquired/associations or split is not necessary for drawing up the report referred to in paragraph 1. (1) where the draft terms of merger or Division has been subject to an independent expert examination according to the provisions of article 3. 243 ^ 3 para. (1) to (4).
— — — — — — — — —-. (1 ^ 1), art. 215 was amended by the pct, article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(2) Consideration in the claims are not permitted.
  


(3) After submission of the expert report, the extraordinary General Assembly convened again, taking into account the conclusions of experts may decide to increase the registered capital.
  

(4) the General Assembly should include a description of the nature, shares the name of the persons that they carry and the number of shares to be issued in Exchange.
  


Article 216 (1) shares issued to increase the registered capital shall be offered for subscription in the first place, the existing shareholders in proportion to the number of shares they possess.
  

(2) the exercise of the right of preference may only be carried out within the term determined by the general meeting or the Board of Directors, directorship, respectively, pursuant to article. 220 ^ 1 para. (4) if the articles of incorporation do not provide for another term. In all cases, the period allowed for exercising their rights of preference may not be less than one month from the date of publication of the decision of the General Assembly, namely the decision of the Board of Directors/Executive Board, in the Official Gazette of Romania, part IV. After expiry of that period, the shares will be offered for public subscription.
  

— — — — — — — — —-. (2) of article 9. 216 was modified by item 52 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(3) any increase in the share capital carried out in violation of this article shall be voidable.
  

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Art. 216 was modified by item 148 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


^ Article 216 1 shareholders have a right of preference and where the company issue convertible bonds into shares. The provisions of article 216 shall apply accordingly.
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Art. 216 ^ 1 was introduced by the pct. of article 149. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 217 (1) the right of preference shareholders may be limited or high only by extraordinary General Assembly of shareholders.
  

(2) the Board of Directors, namely the Directorate, will provide extraordinary shareholders ' general meeting a written report stating the reasons for such limitation or removal of the right of preference. This report will also explain how to determine the value of broadcast operations.
  

(3) a judgment will be taken in the presence of shareholders representing three quarters of the issued share capital, with the majority of votes of the shareholders present.
  

(4) a judgment will be filed with the trade register of the Board of Directors, respectively, to the directorship of the mention in the commercial register and the publication in the Official Gazette of Romania, part IV.
  

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Art. 217 has been amended item 150 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Repealed article 218.
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Art. 218 was repealed by article item 151. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 219 (1) General Assembly decision concerning increase of the registered capital shall take effect only in so far as it is brought to fruition within one year from the date of its adoption.
  

(2) If the proposed capital increase is not fully subscribed, the capital will be increased by the amount of the subscriptions received only if the terms of issue provide for this possibility.
  

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Art. 219 has been amended 152 point of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 220 (1) shares issued in Exchange for shares in cash will be paid at the time of subscription, in a proportion of at least 30% of their nominal value and in full, no later than 3 years after the date of publication in the Official Gazette of Romania, part IV-a, the General Assembly decision.
  

(2) in the same period will have to be paid for shares issued in Exchange for contributions in kind.
  

(3) When provision was made for a first issue, it must be paid in full at the date of subscription.
  

(4) the provisions of article 4. 98 para. (3) and of article 23. 100 shall remain applicable.
  


^ Article 220 (1) by the articles of incorporation, the Board of Directors, namely the Directorate, may be authorized in a specific period, which may not exceed five years from the date of registration of the company, raising its share capital subscribed up to a nominal value (authorized capital) by issue of new shares in Exchange for contributions.
  

(2) such authorisation may be granted and the general meeting of shareholders, by means of an amendment to articles of incorporation, for a specified period, which may not exceed five years from the date of registration of the amendment. The articles of incorporation may increase the quorum requirements for such a change.
  

(3) the nominal amount of the authorized capital may not exceed half of the issued share capital, at the time of authorization.
  

(4) by the authorization given pursuant to paragraph 4. (1) to (3), the Board of Directors, the Executive Board respectively, may be conferred and the competence to decide on the restriction of the right of preference or raising of existing shareholders. This authorisation shall be granted to the Board of Directors, namely the Directorate, by the general meeting under the conditions of quorum and majority provided for in article 10. 217 paragraph 1. (3) the decision of the Board of Directors. the Directorate with respect to restrictions or raising of the right of preference shall be submitted to the trade register Office, to mention in the commercial register and the publication in the Official Gazette of Romania, part IV.
  

— — — — — — — — —-. (4) article. 220 ^ 1 has been amended item 53 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 220 ^ 1 was introduced by the pct. of article 153. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 221 limited liability company may increase its share capital, in the ways and sources provided for in art. 210. — — — — — — — — — — Art. 221 was amended item 54 of article. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Title V Exclusion and withdrawal of members Article 222 (1) may be excluded from the society, partnerships or limited liability: the sole member) that the delay did not bring the intake to which it was bound;
  

b) associate with unlimited liability in bankruptcy or has become incapable legalmente;
  

c) associate with unlimited liability mix without the Trustees breach art. times 80 and 82;
  

d) administrator who commits fraud engineered by the society or serve signature or social capital for the benefit of his or of others.
  

(2) the provisions of this article shall also apply to comanditaţilor in limited partnership by shares.
  


Article 223 (1) Exclusion is pronounced by the Court at the request of the company or any associated.
  

(2) where the exclusion is requested by an associate, will cite and associate company respondent.
  

(3) as a result of exclusion, the Court shall order, by the same decision, and on the structure of participation in the share capital of other associates.
  

(3 ^ 1) The judgment by which the Court shall decide on the request for exclusion shall be subject to appeal only.
— — — — — — — — —-. (3 ^ 1), art. 223 was introduced by the pct, article 19. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(4) the final judgment shall be filed, exclusion within 15 days at the trade register Office to be entered in the register, and shall publish the judgment device, at the request of the company, in the Official Gazette of Romania, part IV.
  

— — — — — — — — —-. (4) article. 223 was amended by pct article 20. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 224 (1) Associate responsible for losses excluded and shall be entitled to benefits until the day of his exclusion, however, will not be able to liquidate their demands until they are not broken down according to the provisions of the articles of incorporation.
  

(2) the sole member expelled is not entitled to a proportional part of social, but only to an amount of money equivalent to its value.
  


Article 225 (1) Member excluded shall remain bound towards third parties for transactions made by the company, to this day remaining the final judgment.
  

(2) If, at the time of exclusion, are running operations, associate is forced to bear the consequences and will not be able to withdraw that portion to him until after the completion of those transactions.
  


Article 226 (1) Associate in the company, partnerships, or limited liability company may withdraw from the society: a) in the cases provided for in the articles of incorporation;
  

the ^ 1) in the cases referred to in article 1. 134;
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Lit. the ^ 1) para. (1) of article 1. 226 was introduced by paragraph 4 of art. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

b) with the consent of all the other venturers;
  

(c) in the absence of provisions) in the articles of incorporation or when not achieved unanimous agreement associate may withdraw for good reasons, based on a ruling by the Court, subject only to appeal.
  

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Lit. c) of paragraph 2. (1) of article 1. 226 amended by pct article 21. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.
(1 ^ 1) The right of withdrawal may be exercised, in the cases referred to in paragraph 1. (1) (a). the a and b)), within 30 days after the date of publication of the decision of the general meeting of partners in the Official Gazette of Romania, part IV. The provisions of article 134 para. (2 ^ 1) shall apply accordingly.
— — — — — — — — —-. (1 ^ 1), art. 226 was introduced by section 5 of art. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(2) In the situation referred to in paragraph 1. (1) (a). (c)), the Court shall order, by the same decision, and on the structure of participation in the share capital of other associates.
  

(3) the shareholder Rights withdrawn due to its shares, shall be determined by agreement of the members or by any expert appointed by them or, in the case of disagreement, by the tribunal. Evaluation costs will be borne by the company.
  

— — — — — — — — —-. (3) art. 226 was amended by section 6 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.


Title VI liquidation, merger and Division of companies Dissolution, merger and Division of companies — — — — — — — — — — the name was changed to Title VI of item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


Chapter I dissolution of companies Article 227 (1) the company shall be dissolved: the passage of time) set for the duration of the company;
  

b) realization of the object of activity of the company or its achievements;
  

c) Declaration of invalidity of the company;
  

(d) General Assembly decision);
  

e) judgment of the Court, at the request of any associated, for serious reasons, such as serious misunderstandings between members, which hinders the operation of the company;
  

f) bankruptcy of the company;
  

g) other causes provided by law or the articles of incorporation of the company.
  

(2) in the case referred to in paragraph 1. (1) (a). a), associations must be consulted by the Board of Directors, directorship, with at least 3 months before the expiry of the undertaking, on whether to extend it. Failing that, at the request of any of the members, the Tribunal may order, through discharge, making the consultation pursuant to article 5. 119 paragraph 1. (3).
  

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Alin. (2) of article 9. 227 was modified by item 154 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) where the procedure laid down in paragraph 1. (2) is not met, the expiry referred to in the articles of incorporation of any interested person or national trade register Office may refer the matter to the judge-delegate for the dissolution of the company.
  

— — — — — — — — —-. (3) art. 227 was introduced by paragraph 4 of art. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.

(4) the liquidation and termination of the company shall be carried out according to the provisions of article 3. 237 para. (6) to (10).
  

— — — — — — — — —-. (4) article. 227 was introduced by paragraph 4 of art. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 228 (1) joint stock company is dissolved: a) and under the conditions laid down in article 21. 153 ^ 24;
  

b) if and as provided in article 11. 10 para. 3. (2) the provisions of paragraphs 1 and 2. (1) (a). a) apply properly and limited liability company.
  

— — — — — — — — —-. (2) of article 9. 228 was introduced by article 55 point. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
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Art. 228 was modified by item 155 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 229 (1) the Societies with limited liability company is dissolved through bankruptcy, failure, exclusion, withdrawal or death of one of its members, when, due to these causes, the number of members was reduced to just one.
  

(2) shall be exempt if the articles of incorporation of the clause still exist heirs or when the remaining associate decides the continuation of existence of society in the form of a limited liability company with sole shareholder.
  

(3) the provisions of the preceding paragraphs shall also apply to partnerships or firms into joint stock limited partnership, if these reasons concern only a sleeping partner or associate of the full partners.
  


Article 230 (1) Into the companies, if a partner dies, and if there is no Convention to the contrary, the company shall pay the appropriate heirs, after the last balance sheet approved, within 3 months following the notification of the death of a shareholder, if the remaining associations do not prefer to continue society heirs consenting to it.
  

(2) the provisions of paragraphs 1 and 2. (1) shall apply to partnerships and corporations, in the case of death of one of the associations in full, unless his heirs do not prefer to stay in society as such.
  

(3) the heirs shall remain liable, under art. 224, until the publication of the changes that have occurred.
  


Article 231 (1) In case of dissolution of the society members, they will be able to return, with a majority required for amending the articles of incorporation, the judgment taken as long as there has been no distribution of assets.
  

(2) the new ruling stated in the commercial register, the trade register Office after which it will send an official Monitor of Romania, for publication in Part IV, at the expense of the company.
  

(3) Creditors and any interested party may make opposition to court to challenge the judgment, under art. 62. Article 232 (1) dissolution of corporations must be entered in the register and published in the Official Gazette of Romania, part IV-a, apart from the case referred to in article 1. 227 para. (1) (a). a). — — — — — — — — —-. (1) of article 1. 232 was changed from point of article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(2) the inclusion and publication shall be made in accordance with art. 204 when the dissolution takes place on the basis of a decision of the General Assembly, and within 15 days of the date on which final judgment has remained, when the dissolution was pronounced by Justice.
  

— — — — — — — — —-. (2) of article 9. 232 was changed from point 22 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(3) in the case referred to in article 1. 227 para. (1) (a). f), dissolving to pronounce the Court vested with the procedure of bankruptcy.
  


Article 233 (1) dissolution of the society has the effect of winding-up proceedings have been opened. Dissolution without liquidation takes place in case of a merger of the Division of the times company or in other cases provided by law.
  

(2) from the time of dissolution, the respective officers, directors, directorship, can no longer undertake new operations. Otherwise, they are jointly and severally liable for personal actions.
  

— — — — — — — — —-. (2) of article 9. 233 was amended by article item 156. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) the prohibition provided for in paragraph 1. (2) shall apply from the day of expiry of the time fixed for the duration of the company or the date on which the dissolution was decided by the General Assembly or by a court ruling declared.
  

(4) the company retains its legal personality for the liquidation operations, until the completion of it.
  


Article 234 the dissolution of the company before the expiry of the period for its duration shall have effect against third parties only after a period of 30 days following its publication in the Official Gazette of Romania, part IV.


Article 235 (1) In the corporations, partnerships and limited liability associations may decide the dissolution, with a quorum and a majority laid down for amendment of the articles of incorporation, and the liquidation of the company, when I agree with respect to the allocation of assets and liabilities and the liquidation of the company and when extinguishment or settlement ensures his liabilities under the agreement with creditors.
  

(2) by unanimous vote of the members can decide and how the assets remaining after payment of creditors will be shared among the venturers. In the absence of unanimous agreement regarding the Division of assets, the liquidation procedure will be followed under this law.
  

— — — — — — — — —-. (2) of article 9. 235 was introduced by item 157 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) the transfer of ownership of the assets remaining after payment of creditors takes place after the date of removal of the company from the commercial register.
  

— — — — — — — — —-. (3) art. 235 was introduced by item 157 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(4) the registry will issue a certificate to each associate's claim of ownership of the assets distributed, under which the Member may carry out the inclusion of real estate in the land.
  

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Paragraphs 1 and 2. (4) article. 235 was introduced by item 157 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 236 Repealed.
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Art. 236 was repealed by article item 158. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 237 (1) at the request of any interested person, as well as of the national trade register Office, the Tribunal will be able to pronounce the dissolution of the company in cases in which: (a) no longer has) the company statutory organs or they cannot meet;
  

b) shareholders/associates are gone or not having their domicile or known residence times known;
  

c) are no longer fulfilled the conditions relating to the administrative offices, including as a result of the expiration of the duration of the document certifying the right of ownership of the space with landing times head office transfer of use or ownership of the space of the head office;
  

d) ceased to operate or not resumed business after the temporary period of inactivity, announced fiscal authorities and registered in the commercial register, a period which may not exceed three years from the date of entry in the commercial register;
  

It's not the society) has completed the share capital, in accordance with the law;
  

f not) the company has submitted annual accounts and, where appropriate, the consolidated annual financial statements, and accounting reports to the territorial units of the Ministry of public finances, within the period prescribed by law, if the period of delay exceeds 60 working days;
  

g not) the company has submitted to the territorial units of the Ministry of public finances, within the period prescribed by law, that it has not carried out the activity, if the period of the delay exceeds 60 days.
  

(2) the list of companies for which the national trade register Office to draft the dissolution action displays on its website or on the portal of on-line services with at least 15 calendar days before and shall be transmitted to the Ministry of public finance-national agency of fiscal administration.
  

(3) judgment of the Court which pronounced the dissolution shall be communicated to the company, the trade Registry Office for the registration of a dissolution in the commercial register, Ministry of public finance-national agency of fiscal administration-public finances County Administration/public sector finance administration, shall be published in the Official Gazette of Romania, part IV, on the website of the national Office of the register of Commerce or portal of on-line services. In the case of multiple judicial winding-up, for the situations listed in paragraph 1. (1) advertisement will be able to perform in the form of a table showing: the serial number in commercial register, registration, code name, legal form and registered office of the company dissolved, the Court which ordered the dissolution, the file number, the number and date of the decision, in which case the dissolution rates of publication in the Official Gazette of Romania, part IV-a, shall be reduced by 50%.
  

(4) the judgment was published in the Official Gazette of Romania, part IV-a, shall be carried out at the expense of the holder request for dissolution, which can straighten it against the company for recovery of costs.
  

(5) Any person may only make the judgment call is made, within 30 days after the date of publication of the judgment in the Official Gazette of Romania, part IV. The caller shall submit a copy of the appeal at trade registry office, in the commercial register for mention.
  

(6) After the final judgement backwardness of dissolution, the legal person shall enter into liquidation, in accordance with the provisions of this law. The national trade register Office, at the request of any interested person, including the Ministry of public finance-national agency of fiscal administration, proceed to the appointment of a liquidator entered into insolvency practitioners. The remuneration of the liquidator shall be made of the society dissolved or, failing that, of the liquidation fund set up under the law. The remuneration of the liquidator is the amount of 1,000 lei, final settlement of the expenditure incurred by the liquidator in connection with the liquidation of the company will be made, for the situation in which there is no property in the wealth of the society dissolved, by the National Union of insolvency practitioners in Romania, at the request of the liquidator.
  

(7) under the terms of paragraph 2, Resolutions handed down. (6) the liquidator shall be communicated electronically, shall be published on the website of the national trade register Office and at the portal of on-line services and is recorded in the commercial register. In the exercise of his powers, where the liquidator is appointed by the national trade register Office, at the request of any interested person, it is exempt from any tax, fee, rate, charge judicial stamp and the like.
  

(8) If, within three months from the date of final judgment of whether the dissolution was not made any request for the appointment of the liquidator under the provisions of paragraph 1. (6) national trade register Office or any interested person may apply to the Court of first instance deletion from the register of Commerce society.
  

(9) the list of companies for which the national trade register Office to formulate actions for cancellation under the provisions of paragraph 1. (8) is displayed on the website of the national trade register Office or at the portal of on-line services thereof at least 15 calendar days before and shall be transmitted to the Ministry of public finance-national agency of fiscal administration.
  

(10) the judgment of the Court which pronounced the termination shall be notified to the company, the trade Registry Office for deregistration of the company from the register of Commerce, Ministry of public finance-national agency of fiscal administration-public finances County Administration/public sector finance administration and published free of charge, on the website of the national trade register Office or at the portal of on-line services. In the case of multiple judicial liquidation, advertising will be able to perform in the form of a table showing: the serial number in commercial register, registration, code name, legal form and registered office of the company dissolved, the Court which ordered the dissolution, the file number, the number and date of the judgment of dissolution.
  

(11) Any person may appeal against the ruling made only for cancellation within 30 days of the making of advertising according to the provisions of paragraph 1. (9) will submit a caller's copy of the call to the trade registry office, in the commercial register for mention.
  

(12) the visualization of dissolution and cancellation of decisions and resolutions on the appointment of the liquidator, published on the website of the national trade register Office or at the portal of on-line services, it is done free of charge.
  

(13) the assets remaining from the assets of the legal person removed from the trade register, under para. (8) to (10) of their shareholders/partners.
  

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Art. 237 was amended by section 5 of art. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.


Article 237 ^ 1 (1) where an associate is responsible for the obligations of the company's unlimited for the duration of its operation, is responsible for those obligations will be unlimited and the winding-up and, if necessary, the liquidation of the company.
  

(2) when, during a joint operation of the company, is responsible for its obligations within the limits of the authorized capital gains, its liability will be limited to this contribution and the dissolution of the situation and, if necessary, the liquidation of the company.
  

(3) a member who, in fraud of creditors, abusing his limited liability and separate legal personality of the company responsible for unpaid obligations of unlimited company dissolved, liquidated, respectively.
  

(4) the liability of the shareholder gets unlimited under the conditions of paragraph 1. (3), especially when it features goods society as if it were his own goods or if the asset for the benefit of society diminishes personal or third party, knowing, or having to know that in this way the company will no longer be able to perform his duties.
  

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Art. 237 ^ 1 was introduced by the pct. of article 58. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Chapter II Merger and Division of companies Article 238 (1) Merger is the operation whereby: a) one or more companies are wound up without going into liquidation and transfer all their assets and liabilities to another company instead of distributions of the shareholders of the company or companies being acquired of shares in the acquiring company and possibly of a payment in cash not exceeding 10% of the nominal value of the shares so assigned; or b) more companies are wound up without going into liquidation and transfer all their assets and liabilities to a company that is, instead of apportioning to their shareholders of shares in the newly-formed and, possibly, of a payment in cash not exceeding 10% of the nominal amount of such shares.
  

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Paragraphs 1 and 2. (1) of article 1. 238 was modified by item 59 of the art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) the division operation: a) a society, after being dissolved without going into liquidation, transfer several companies of his heritage, taken as a whole instead of apportionment to the shareholders of the company being divided of shares in the recipient companies and possibly of a payment in cash not exceeding 10% of the nominal value of the shares so assigned;
  

b) one company, after being dissolved without going into liquidation, transfer all its assets and liabilities to more than one newly established companies in return for distributions of the shareholders of the company being divided of shares in the newly-established firms and possibly of a payment in cash not exceeding 10% of the nominal amount of such shares.
  

— — — — — — — — —-. (2) of article 9. 238 was modified by item 59 of the art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.
(2 ^ 1) The Division can also occur through the transfer of assets and liabilities of the company being divided shall be investigated simultaneously by one or more existing corporations and one or more companies newly incorporated. The provisions of paragraphs 1 and 2. (2) shall apply accordingly.
— — — — — — — — —-. (2 ^ 1), art. 238 was introduced by the pct, article 60. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(3) the merger or Division can be made between companies of various shapes.
  

(4) merger or Division, as defined in paragraph 2. (1) or (2) may be effected even if dissolved companies is in liquidation, provided that they have not yet begun to distribute assets to shareholders why they were necessary as a result of the liquidation.
  

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Art. 238 was altered art item 160. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 239 (1) merger or Division of the company on the side, under the conditions laid down for the amendment of the articles of incorporation of the company.
  

(2) where shares are of multiple categories, the proceedings on the merger/Division, pursuant to art. 113 lit. h), shall be subject to the outcome of the vote, given pursuant to article. 115. (3) If, by merger or Division, set up a new company, it is constituted under the conditions laid down in this law for the company by mutual agreement.
  


Article 240 Repealed.
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Art. 240 was repealed by article item 161. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 241 corporate administrators to participate in the merger or the Division shall draw up draft terms of merger or Division, which will include: a) form, name and registered office of all companies involved in the merger or Division;
  

b) grounding and the conditions of the merger or Division;
  

c) conditions of shares in the acquiring company or the recipient companies;
  

d) date from which the shares referred to in c) give the right holders to share in profits and any special conditions affecting that entitlement;
  

e) exchange rate of the shares and the amount of any cash payment;
  

(f) the amount of the premium) of merger or Division;
  

g) the rights conferred by the acquiring company on the holders of shares or beneficiary which special rights are attached and those who own other securities other than shares, or the measures proposed concerning them;
  

h) any special advantage granted to the experts referred to in article 21. 243 ^ 3 and members of the administrative or supervisory bodies of the companies involved in the merger or Division;
  

(I) the date of the financial statements) of the participating companies, which were used to determine the conditions of the merger or Division;
  

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Lit. I) art. 241 amended by section 5 of art. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.

j) date from which the transactions of the company being acquired or being divided shall be treated for accounting purposes as belonging to the acquiring company or one times other of the recipient companies;
  

k) in the case of Division:-a description of the allocation of assets and liabilities to be transferred to each of the recipient companies;
-the allocation to the shareholders or members of the company being divided of shares shares, respectively, in the recipient companies and the criterion upon which such allocation is based.
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Art. 241 amended item 162 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 241 ^ 1 (1) where an asset is not allocated by the draft terms of Division and where the interpretation of these terms does not make a decision on its allocation possible, the asset or the consideration therefor shall be allocated to all the recipient companies in proportion to the share of the net assets allocated to the undertakings concerned, in accordance with the draft terms of Division.
  

(2) where a liability is not allocated by the draft terms of Division and where the interpretation of these terms does not make a decision on its allocation possible, the recipient companies shall be responsible jointly and severally to liability item concerned.
  

(3) where a creditor has not obtained his or her claim to the realization the company whom is broken down by Division, claim all companies participating in the Division responsible for the obligation in question, up to the value of the net assets that have been broken down by Division, with the exception of the society to which it has been distributed to that requirement, which respond to unlimited *).
  

— — — — — — — — —-. (3) art. 241 ^ 1 was introduced by section 2 of art. From the EMERGENCY ORDINANCE nr. 90 of 29 September 2010, published in MONITORUL OFICIAL nr. 674 of 4 October 2010.
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Art. 241 ^ 1 was introduced by the pct. of article 163. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 242 (1) the draft terms of merger or Division, signed by representatives of the participating companies, the Office of the trade register where the company is registered, accompanied by a statement of a company ceases to exist as a result of the merger or the Division about how to extinguish its liabilities, and a statement regarding the procedure for publication of the draft terms of merger or Division.
  

— — — — — — — — —-. (1) of article 1. 242 was modified by point 7 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(2) the draft terms of merger or Division, endorsed by the judge-delegate, shall be published in the Official Gazette of Romania, part IV-a, at the expense of the parties, in full or in extract, according to the judge's disposition of the request or delegate parties, with at least 30 days prior to the meetings in which the data of the extraordinary general meetings to decide, pursuant to article 4. 113 lit. (h)), on the merger/Division.
  

(2 ^ 1) If owning a web page on its own, the company can replace the publication in the Official Gazette of Romania, part IV-a, provided for in paragraph 1. (2) with the advertising done through their own web pages on a continuous period of at least one month before the extraordinary General Assembly to decide on the merger/Division, period ending not earlier than the end of the General Assembly concerned.
— — — — — — — — —-. (2 ^ 1), art. 242 was introduced by section 8 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.
(2 ^ 2) The company has opted for making advertising draft terms of merger pursuant to paragraph 1. (2 ^ 1) must ensure that the technical conditions for the display and continues uninterrupted and free of charge documents provided by law for the entire period referred to in paragraph 1. (2 ^ 1). The company has the onus of proving the continuity of advertising and to ensure the safety of your own web pages and the authenticity of the documents displayed.
— — — — — — — — —-. (2 ^ 2) of art. 242 was introduced by section 8 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.
(2 ^ 3) In the case of confirmation of advertising under the conditions of paragraph 1. (2 ^ 1), trade registry office where the company is registered will publish, free of charge, on its own web page, the draft terms of merger or Division.
— — — — — — — — —-. (2 ^ 3) of art. 242 was introduced by section 8 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

3. the national trade register Office will forward the national tax administration Agency, within 3 days after submission of the draft terms of merger/Division, a notice concerning the submission of the project. The terms of cooperation between the two institutions for the implementation of the provisions of this paragraph shall be laid down by the protocol).
  

— — — — — — — — —-. (3) art. 242 was introduced by point 3 of article 1. From the EMERGENCY ORDINANCE nr. 90 of 29 September 2010, published in MONITORUL OFICIAL nr. 674 of 4 October 2010.


Article 243 *)


(1) the creditors of the companies taking part in the merger or the Division shall be entitled to proper protection of their interests. In order to obtain adequate safeguards, any creditor who holds a claim being certain, and before publication of the draft terms of merger or Division, in one of the ways provided for in art. 242, nescadentă publication, whose satisfaction is endangered through merger/Division, can make the opposition, under the terms of this article.
  

— — — — — — — — —-. (1) of article 1. 243 was modified by point 9 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(2) the opposition shall be made within 30 days from the date of publication of the draft terms of merger or Division in the Official Gazette of Romania, part IV. It is submitted to the trade register Office, which, within 3 days from the date of filing, it will be noted in the register and shall submit to the competent court. Judgment upon the opposition is subject to only call.
  

— — — — — — — — —-. (2) of article 9. 243 was modified by pct article 25. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(3) the formulation of an opposition under paragraph 3. (1) shall not have the effect of suspending the execution of the merger or Division and does not prevent the completion of the merger or the Division.
  

(4) where the lender does not prove that the satisfaction of his claim is endangered through merger or the assessment of the financial position and operational commercial society-debit/successor society, the rights and obligations of the debtor company, it follows that it is not necessary to providing adequate safeguards or, as appropriate, new or successor company debit society times in the rights and obligations of the debtor company has made payment of debts or the parties have entered into an agreement for payment of debts and times There are already adequate safeguards for the privilege or claim, the Court shall reject the opposition. Also, the Court rejects the opposition and where the creditor is rejected by the establishment, within the time limit fixed by the Court through the closing of guarantees provided according to paragraph 1. (5).
  

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Alin. (4) article. 243 was modified by point 9 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(5) if the debtor company or, where appropriate, the successor company to the rights and obligations of the debtor made during a tender process for the establishment of guarantees or privileges rated Court as necessary and appropriate to satisfy the claim of the creditor, the Court will decide whether a discharge through which the parties will be given a time limit for the lodging of those guarantees. The conclusion pronounced by the Court is subject to appeal with the Fund.
  

— — — — — — — — —-. (5) article. 243 was modified by pct article 25. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.

(6) if the debtor company or, where appropriate, the successor company to the rights and obligations of the debtor do not offer adequate guarantees to meet the times claim privileges or even though guarantees times do not constitute privileges, for reasons attributable to him, within a period specified by the Court, pursuant to paragraph 1. (5) the Court admits the opposition and obliges the debtor company or, where appropriate, the successor company to the rights and obligations of the debtor to pay the debt immediately, or in a certain period to be determined according to the amount of the debt receivable and liabilities of the company or, as the case may be, of the successor rights and obligations of the debtor company. The decision of opposition is enforceable.
  

(7) the opposition lodged under this article and shall assess, in particular.
  

(8) the participating undertakings Lenders Division or merger satisfying the conditions for making objection to paragraph 1. (1) may make a request for opposition under art. 61 para. (1) the judgment of the company's statutory body regarding amendments to the articles of incorporation only if they concern other changes than those arising out of or in connection with the process of Division or merger.
  

(9) the provisions of this article shall not apply to claims arising from the nature of the individual employment contracts or collective bargaining agreements, which meet the conditions laid down in paragraph 1. (1) protection shall be subject to the provisions of law No. 67/2006 on the protection of the rights of employees in the event of a transfer of the undertaking, establishment or parts thereof, as well as according to other applicable laws.
  

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Art. 243 was amended by paragraph 4 of art. From the EMERGENCY ORDINANCE nr. 90 of 29 September 2010, published in MONITORUL OFICIAL nr. 674 of 4 October 2010.


Article 243 ^ 1 (1) in the event of a merger, holders of securities, other than shares, to which special rights are attached, it must be given within the framework of the acquiring company rights at least equivalent to those which they held in the company being acquired, except where variation in the rights in question is approved by a meeting of the holders of such securities times individually by the holders of such securities, nor to the holders are entitled to get their redemption of securities.
  

(2) in the case of a Division, the holders of securities other than shares, to which special rights are attached, it must be given within the beneficiary companies to which they may oppose such rights arising from securities, in accordance with the draft terms of Division, at least equivalent to those which were in the company being divided, except where variation in the rights in question is approved by a meeting of the holders of such securities times by them in individually, or unless the holders have the right to obtain the redemption of the securities held.
  

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Art. 243 ^ 1 was introduced by point 165 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 243 ^ 2 (1) Managers of the companies involved in the merger or the Division should prepare a written report, in detail, in explaining the draft terms of merger or Division and specify its legal and economic foundation, in particular with regard to the exchange rate. In the case of Division, the report will also include criteria for the allocation of shares.
  

(2) the report shall also describe any special difficulties encountered in carrying out the evaluation.
  

(3) in the case of Division, the report will include trustees, if applicable, information about the preparation of the assessment report of contributions according to the provisions of article 3. 215, for the beneficiary companies, and the register in which he shall be deposited.
  

— — — — — — — — —-. (3) art. 243 ^ 2 was amended by paragraph 10 of article 10. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(4) the managers of the company being divided or, where appropriate, of each company involved in the merger shall inform the general meeting of their company, as well as other companies ' managers involved in the operation, so that they can inform their respective general meetings of any substantial change of assets and liabilities between the date of preparation of the draft terms of Division/merger and the date of the General meetings to decide on this project. Information obligation towards shareholders/associates and other companies ' managers involved in a merger/division operation subsist and in cases where, pursuant to art. 246 ^ 1 is not convened general meeting of shareholders/members.
  

— — — — — — — — —-. (4) article. 243 ^ 2 was amended by paragraph 10 of article 10. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(5) the compilation of the report referred to in paragraph 1. (1) communication of information referred to in paragraph 1. (4) are not required if they decide so all shareholders/associates and all holders of other securities conferring the right to vote at each of the companies participating in the merger or the Division.
  

— — — — — — — — —-. (5) article. 243 ^ 2 was introduced by item 11 of article 4. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.
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Art. 243 ^ 2 was introduced by point 165 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 243 ^ 3 (1) One or more experts, physical or legal person, acting on behalf of each of the companies involved in the merger or Division but independently of these, will be appointed by the judge-delegate in order to examine the draft terms of merger or Division and draw up a written report to the shareholders.
  


(2) the report shall state whether or not the exchange rate of the shares is fair and reasonable. The report will also indicate the method or methods used to determine the exchange rate proposed, will specify whether such method or methods are adequate in the case in question, indicate the values obtained by applying each of these methods and will contain expert opinion concerning the share attributed to methods for obtaining value retained in the final. The report will also describe any special difficulties in carrying out the evaluation.
  

(3) at the joint request of the companies participating in the merger or the Division, judge-delegate shall designate one or more experts acting for all the companies involved, but is independent of them.
  

(4) each of the experts appointed in accordance with this article shall be entitled to obtain from any of the companies involved in the merger or the Division all relevant information and documents and make all necessary investigations.
  

(5) the examination of the draft terms of merger or Division, and drawing up the report referred to in paragraph 1. (1) will not be required if all the shareholders/associates or all holders of other securities conferring the right to vote at each of the companies participating in the merger or the Division so decide.
  

— — — — — — — — —-. (5) article. 243 ^ 3 was introduced by paragraph 6 of article 19. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.
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Art. 243 ^ 3 was introduced by the pct. of article 165. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 243 ^ 4 in the case of a merger by absorption, whereby one or more companies are wound up without going into liquidation and transfer all their assets and liabilities to another company which owns all of their shares and other securities conferring the right to vote in the General Assembly, the following items shall not apply: 241 lit. c)-e), art. 243 ^ 2, art. 243 ^ 3, art. 244 paragraph 4. (1) (a). b) and (f)), art. 245 and article. 250 paragraph 3. (1) (a). (b) Article 242 paragraph 1).. (3) remain applicable.
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Art. 255 ^ 4 was introduced by the pct, article 12. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.


Article 243 ^ 5 where a merger by acquisition is carried out by the acquiring company holding at least 90 percent, but not the totality of shares or other securities conferring their holders the right to vote in general assemblies of the companies, it is not necessary to the elaboration of the reports referred to in article 1. 243 243 ^ ^ 2 and 3 and the information requirements of the shareholders/partners; 244 paragraph 4. (1) (a). b), d) and (e)). Article 242 paragraph 1. (3) remain applicable.
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Art. 243 ^ 5 was introduced by item 12 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.


Article 243 ^ 6 If the Division, if shares/shares of each of the companies is distributed in newborn constituted shareholders/associates of the company being divided in proportion to the share of participation in the share capital of the company being divided, the following items shall not apply: 243 ^ 2, art. 243 ^ 3, art. 244 paragraph 4. (1) (a). b), d) and (e)).
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Art. 243 ^ 6 was introduced by item 12 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.


Article 244 (1) at least one month before the date of the extraordinary General Assembly to decide on the draft terms of merger or Division, the governing bodies of companies taking part in the merger or the Division shall make available to shareholders, associates at the headquarters/company, the following documents: a) draft terms of merger or Division;
  

b) where appropriate, the report of the directors referred to in art. 243 ^ 2 para. (1) to (3) and/or the provision of information under article 9. 243 ^ 2 para. (4);
  

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Lit. b) of paragraph 2. (1) of article 1. amended by 244 Item 13 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

c) annual financial statements and the management reports for the last 3 financial years of the companies party to the merger or the Division;
  

d) where appropriate, the financial statements, prepared not earlier than the first day of the third month preceding the date of the draft terms of merger or Division, if the latest annual financial statements have been drawn up for a financial year which ended more than six months before that date;
  

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Lit. d) of paragraph 2. (1) of article 1. amended by 244 Item 13 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

s) auditor or, if applicable, the auditor's report;
  

f) where applicable, a report submitted in compliance with art. 243 ^ 3;
  

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Lit. f) of paragraph 2. (1) of article 1. 244 amended by point 7 of article. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.

g) track contracts with values exceeding 10,000 lei each developing and execution, as well as their allocation in case of Division of the company.
  

(2) preparing the financial statement referred to in paragraph 1. (1) (a). d) is not required if the companies involved in a merger/Division publishes six-monthly reports and make them available to the shareholders/members, according to the laws of capital market, nor where all shareholders/associations and holders of other securities conferring the right to vote you have to each of the companies involved in a merger/Division have so agreed.
  

— — — — — — — — —-. (2) of article 9. 244 was changed from point 14 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(3) the company is under no obligation to make available to the shareholders at the head office the documents referred to in paragraph 1. (1) if they are published on the company's own web page on a continuous period of at least one month before the general meeting which is to decide on the merger/Division, period ending not earlier than the end of the General Assembly concerned. The provisions of article 242 paragraph 1. (2 ^ 2) shall apply accordingly.
  

— — — — — — — — —-. (3) art. 244 was changed from point 14 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(4) shareholders or members will be able to obtain, on request and free of charge, copies of the acts listed in paragraph 1. (1) or extracts from them. Where a shareholder or member has agreed that for the communication of information society to utilize electronic means to the copies of the documents referred to in paragraph 1. (1) may be transmitted by electronic mail.
  

— — — — — — — — —-. (4) article. 244 was introduced by point 15 of article 2. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(5) the provisions of paragraphs 1 and 2. (4) does not apply if the shareholders or members are able to download from the company's web site and print the documents referred to in paragraph 1. (1) throughout the period referred to in paragraph 1. (3).
  

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Alin. (5) article. 244 was introduced by point 15 of article 2. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.
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Art. 244 was modified by item 166 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 245 (1) managers of the company being acquired or of the company which is responsible towards civil divided shareholders or members of that undertaking for the irregularities committed in the preparation and completion of the merger or the Division.
  

(2) experts who draw up the report referred to in article 1. 243 ^ 3, on behalf of the company being acquired or split, responsible civil compared to the shareholders of such companies/associations for irregularities committed in the performance of their duties.
  

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Art. 245 was modified by item 167 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 246 (1) within 3 months from the date of publication of the draft terms of merger or Division in one of the ways provided for in art. 242, the General Assembly of each participating company will decide on the merger or Division, while respecting the conditions for convening them.
  

— — — — — — — — —-. (1) of article 1. 246 was amended by paragraph 16 of article. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(2) in the case of a merger by setting up a new company or a Division through the establishment of new companies, the draft terms of merger or Division and, if they are contained in a separate document, the memorandum or draft memorandum of Association of the new/new company shall be approved by the general meeting of each of the companies to cease its existence.
  

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Art. 246 was modified by item 168 of art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 246 ^ 1


(1) in the case of a merger by acquisition by one or more companies are wound up without going into liquidation and transfer all their assets and liabilities to another company which owns all of their shares and other securities conferring the right to vote in the General Assembly, approval of the merger by the general meeting of shareholders of the companies involved in a merger, pursuant to article. 239 is not required if: (a)) of each of the companies involved in the merger has fulfilled the requirements of the draft terms of merger advertising laid down in art. 242 with at least one month before the merger to have effect;
  

b) for a period of one month before the date of commencement of operation in which all shareholders of the acquiring company could consult, at Headquarters or in the web page of the documents referred to in article 1. 244 paragraph 4. (1) (a). a), c) and (d)). The provisions of article 244 paragraph 4. (3) to (5) shall apply accordingly;
  

c) one or more shareholders of the acquiring company/associate, holding at least 5% of the issued share capital, have an opportunity to request that a general meeting in order to rule on the merger.
  

(2) where in a merger by acquisition the acquiring company owns at least 90%, but not the totality of shares or other securities conferring their holders the right to vote in the assemblies of the companies, approval of the merger by the general meeting of the acquiring company shall not be required if the conditions are met under paragraph 1. 1. The provisions of articles. 244 paragraph 4. (3) to (5) shall apply accordingly.
  

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Art. 246 ^ 1 was introduced by the pct, article 17. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.


Article 246 ^ 2 in the case of a Division in which the recipient companies together hold all the shares/shares of the company being divided and all other securities conferring the right to vote at general meetings of the company being divided, it is not necessary to approve the Division by the general meeting of the company being divided if: (a)) have been advertising requirements of the draft terms of Division; 242 with at least one month before dividing to produce effects;
  

b) for a period of one month before the date of commencement of operation in which all the shareholders of the companies involved in a Division have been able to inspect the documents specified in article 1. 244 paragraph 4. 1. The provisions of articles. 244 paragraph 4. (3) to (5) shall apply accordingly;
  

c) have been complied with requirements to inform the shareholders/members and organs of the administration/management of other companies involved in the operation, as referred to in art. 243 ^ 2 para. (4).
  

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Art. 246 ^ 2 was introduced by the pct, article 17. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.


Article 247 by way of derogation from the provisions of art. 115 when the merger or Division has the effect of increasing the obligations of the members of one of the participating companies, the decision shall be taken unanimously.


Article 248 (1) of the Act of incorporation of the modifier to the acquiring company shall be registered in the commercial register in whose constituency is located, approved by the company and judge-delegate, shall be, ex officio, the Official Gazette of Romania, for publication in Part IV, at the expense of the company.
  

(2) Advertising for companies being acquired can be carried out by the acquiring company, in cases in which those companies have not made it, within 15 days after the endorsing of the Act of incorporation of the modifier of the acquiring company by judge delegate.
  


Article 249 a merger/Division takes effect: a) in the case of the establishment of one or more new companies, from the date of registration in the commercial register of companies or of the last of them;
  

b) in other cases, from the date the decision of the last general meeting which approved the operation, except to the extent that, by consent of the parties, set forth that the operation will take effect at a later time, which may not be following the end of the current financial year of the acquiring company or the recipient societies, nor the previous closure of the last financial year of the company ended or what companies transferring their heritage.
  

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Art. 249 was altered art item 169. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 249 ^ 1 Repealed.
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Art. 249 ^ 1 was repealed by article item 18. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.


Article 250 (1) merger or Division shall have the following consequences: a) the transfer, both as regards relations between the company being acquired or acquiring/divided and the recipient companies and as regards relations with third parties, to the acquiring company or each of the recipient companies of all the assets and liabilities of the company being acquired/being divided; This transfer will be conducted according to the rules fixed by the draft terms of merger/Division;
  

b) shareholders or members of the company being acquired become shareholders or divided, namely Associates acquiring company, i.e. the recipient societies, you have according to the rules fixed by the draft terms of merger/Division;
  

c) the company being acquired or being divided ceases to exist.
  

(2) no action or social side in the acquiring company may not be exchanged for shares/shares issued by the company being acquired and which are held by: a) the acquiring company itself or through a person acting in his own name but on its behalf; or b) by the company being acquired itself or through a person acting in his own name but on its behalf.
  

(3) no action or one of social party recipient may not be exchanged for shares in the company being divided, held: the beneficiary) by the company concerned, either directly or through a person acting in his own name but on behalf of the company; or b) by the company being divided itself or through a person acting in his own name but on behalf of the company.
  

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Art. 250 was modified by item 171 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 250 ^ 1 provisions of this chapter relating to the Division, except for art. 250 paragraph 3. (1) (a). c) applies and when a portion of the assets of a company emerges and is transferred as a whole, one or more existing companies or to companies which are thus formed, instead of allocating shares of the beneficiary firms by: a) shareholders or members of the company transferred assets (detachment in the interests of the shareholders of the time associates); or (b) transfer the assets of the company) (detachment in the interest of society).
  

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Art. 250 ^ 1 was introduced by the pct. of article 172. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 251 (1) nullity of a merger or Division may be declared only by court order.
  

(2) from the date of completion of the sale, according to art. 249, merger, Division, respectively, may be declared void only if there has been a judicial review in accordance with the provisions of art. 37 or if the judgment of one of general assemblies which voted in favour of the draft of the merger or Division is invalid or voidable.
  

(3) procedures for cancellation and Declaration of invalidity of the merger or Division may not be commenced after the expiration of 6 months from the date on which the merger or Division became effective against third parties. 249, or if the situation has been rectified.
  

— — — — — — — — —-. (3) art. 251 was amended by point 9 of article. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.

(4) If the irregularity that could lead to a declaration of invalidity of a merger or a Division void, the competent court shall grant the companies involved a period of time within which to rectify it.
  

(5) the final judgement of a declaration of invalidity of a merger or Division will be filed ex officio by the Court trade register offices from the offices of the companies involved in the merger or the Division.
  

(6) the final judgement of a declaration of invalidity of a merger of the time division shall not affect the validity of obligations by herself born in pregnancy or in relation to the acquiring company the recipient companies which arose times after the merger or Division became flocks, in accordance with article 10. 249, and before that the judgment of a declaration of invalidity to be published.
  

(7) if the Declaration of nullity of a merger, the companies participating in the merger in question shall be responsible for the obligations of solidarity to the acquiring company which arose during the period referred to in paragraph 1. (6) and (8) in the case of a declaration of invalidity divisions, each of the recipient companies shall be responsible for its own obligations, which arose in the period referred to in paragraph 1. (6) the company being divided shall also be responsible for such obligations, within the scope of the society's net assets transferred to the beneficiary on whose behalf they have incurred obligations in question.
  

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Art. 251 was amended by article item 173. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 251 ^ 1


If companies organized according to two-tier system, the obligations of administrators. 241 and 243 ^ 2, art. 245, incumbent members of the Executive Board, respectively.
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Art. 251 ^ 1 was introduced by the pct. of article 174. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Chapter III cross-border Merger — — — — — — — — —-head. III of title VI was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Section 1 scope of application. Jurisdictional competence — — — — — — — — —-section 1 of Cap. III of title VI was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 2 (1) Joint Stock Companies, limited partnership joint stock companies, limited liability companies-Romanian legal entities-and European companies with registered office in Romania may merge, under the present law, with companies which have their registered office or, where appropriate, Central Government times main office in other EU Member States or in States belonging to the European Economic area , hereinafter referred to as Member States, and that works in one of the legal forms provided for in art. 1 of Council Directive 68/151/EEC of 9 March 1968 on coordination, with a view to making such safeguards equivalent, the guarantees imposed on undertakings in the Member States, within the meaning of art. 58 the second subparagraph of the Treaty establishing the European communities, in order to protect the interests of members or third parties, as published in the official journal of the European Communities No. L065 of 14 March 1968, as amended, or with the European companies with head offices in other Member States.
  

— — — — — — — — —-. (1) of article 1. 256 ^ 2 has been modified by item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(2) Joint Stock Companies, limited partnership joint stock companies, limited liability companies-Romanian legal entities-and European companies with registered office in Romania may merge with companies which have their registered office or, where appropriate, Central Government times main office in another member state and which do not fit the types of entities referred to in paragraph 1. (1) legal personality, possessing its own heritage that constitutes the only source that guarantee social obligations and are subject to publicity formalities similar to those laid down in Council Directive 68/151/EEC, if the law of that Member State shall permit such mergers.
  

— — — — — — — — —-. (2) of article 9. 256 ^ 2 has been modified by item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(3) are exempted from the application of the provisions of this chapter to undertakings for collective investment in transferable securities and investment funds closed, regulated by law No. 297/2004 on the capital market, with subsequent amendments and additions, as well as any other entities having as object the collective investment of resources raised from the public and which operate on the principle of risk-spreading and whose titles may be redeemed, directly or indirectly, at the request of the holders, out of the assets of the entity concerned.
  

(4) where the acquiring company is a joint stock company in limited partnership, established and functioning according to the Romanian law, the shareholders of the company being acquired shall always be shareholders of limited partnership limited by shares in the acquiring company, unless otherwise stated in the judgment approving the draft terms of merger.
  

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Art. 256 ^ 2 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 3 Competence verification of the legality of the merger, the following procedure on the participating companies to merger-juridical persons Romanian or European companies having their registered office in Romania-and, where appropriate, the newly-established Romanian legal entity or company with registered office in Romania-, belongs to the judge delegate to the trade registry office where registered Romanian legal persons, companies or European companies having their registered office in Romania participate in the merger including the acquiring company, or, if applicable, the newly-founded.
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Art. 256 ^ 3 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Section 2 stages. Effects. Invalidity — — — — — — — — —-section 2 of Cap. III of title VI was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 (1) ^ 4 cross-border Merger within the meaning of this law, is the operation whereby: a) one or more companies, of which at least two shall be governed by the laws of two different Member States, are wound up without going into liquidation and transfer all their assets and liabilities to another company in Exchange for the apportionment to the shareholders/associates of the company or companies being acquired of shares/shares in the acquiring company and possibly of a payment in cash not exceeding 10% of the nominal value of shares thus distributed social; or b) more companies, of which at least two shall be governed by the laws of two different Member States, are wound up without going into liquidation and transfer all their assets and liabilities to a company that is, instead of apportioning the shareholders/Associates for their actions/shares to newly established and possibly of a payment in cash not exceeding 10% of the nominal value of shares thus distributed social;
  

c) a company is dissolved without going into liquidation and transfer all its assets and liabilities to another undertaking which holds shares in its entirety/social parties or other securities conferring the right to vote in the General Assembly.
  

(2) payment in cash can be superior to the value referred to in paragraph 1. (1) (a). the a and b)), if the law of at least one of the Member States whose nationals hold the companies participating in the merger or the newly established allows overcoming this percentage.
  

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Art. 251 ^ 4 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 5 (1) trustees or members of the Management Board of companies to participate in drawing up a common project fusion fusion which must include at least: a) shape, name and registered office of all companies participating in the merger;
  

b) form, name and registered office of the company's newly established, if applicable;
  

(c)) the conditions of shares/shares in the acquiring company or the newly established;
  

d) exchange rate of the shares and the amount of any cash payment;
  

e) the date from which the shares/shares referred to. c) give the right holders to share in profits and any special conditions affecting that entitlement;
  

f) the rights conferred by the acquiring company or the newly-founded the holders of shares to which special rights and those who own other securities other than shares, or the measures proposed concerning them;
  

g) any special advantage granted to the experts who evaluate the draft terms of merger or to members of the administrative bodies of the companies involved in the merger;
  

h) information on the assessment of the assets and liabilities transferred to the acquiring company or the company's newly established;
  

I) date from which the transactions of the company being acquired shall be treated for accounting purposes as belonging to the acquiring company or the newly established;
  

j) effects of the merger on jobs of employees participating companies from the merger;
  

k) date financial statements of participating companies that were used to establish the conditions of the merger;
  

l) where applicable, information on the mechanisms for the involvement of employees in the definition of their rights to participate in the work of the acquiring company or the newly established.
  

(2) the draft paragraph. (1) will be annexed to the draft articles of Association of the company to be established, namely the draft act of incorporation of the modifier of the acquiring company.
  

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Art. 251 ^ 5 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 (1) ^ 6 joint project of cross-border merger, signed by representatives of the participating companies, shall be submitted to the trade register Office where registered Romanian legal persons, companies and/or European companies established in Romania, participating in the merger, accompanied by a statement of the method of publication of the draft terms of merger.
  

— — — — — — — — —-. (1) of article 1. 251 ^ 6 was modified by item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


(2) the joint merger, approved by the judge-delegate, shall be published in the Official Gazette of Romania, part IV-a, at the expense of the parties, in full or in extract, according to the disposition of the judge-delegate or the application of the parties, with at least 30 days prior to the meetings in which data general meetings to decide on the merger.
  

(3) the statement referred to in paragraph 1. (2) must include at least the following particulars: (a) the form, name and) the registered office of each of the companies participating in the merger;
  

b commercial register Office) in which documents have been submitted under article 4. 251 ^ 5;
  

(c)) the conditions in which they can exercise the right of creditors of the firm opposition.
  

(4) where the holder of a web page on its own, the company can replace the publication in the Official Gazette of Romania, part IV-a, with advertising done through the company's own web site, for a continuous period of at least one month before the general meeting which is to decide on the draft terms of cross-border merger, ending the period at the end of the General Assembly concerned. The provisions of article 242 paragraph 1. (2 ^ 2) shall apply accordingly.
  

— — — — — — — — —-. (4) article. 251 ^ 6 was introduced by the pct, article 20. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.

(5) in case of confirmation of advertising under the conditions of paragraph 1. (3) trade registry office where the company is registered will be published free of charge on its website, the joint project of cross-border merger.
  

— — — — — — — — —-. (5) article. 251 ^ 6 was introduced by the pct, article 20. in EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in MONITORUL OFICIAL nr. 143 March 2, 2012.
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Art. 251 ^ 6 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 (1) ^ 7 Admins/members of the Executive Board of the companies participating in the merger should produce a detailed written report explaining the draft terms of merger and to clarify its legal and economic foundation.
  

(2) the report referred to in paragraph 1. (1) shall be made available to the shareholders/members, and, in the cases referred to in article 1. 251 ^ 10, and the representative of employees or, where there has been appointed, employees at the company headquarters, with at least 30 days before the date of the hearing in which the General Assembly is to decide on the merger. Where the company has a website of its own, the report will be published on the internet and, for the free access of the shareholders/members and employees.
  

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Art. 256 ^ 7 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 8 (1) One or more experts, physical or legal person, acting on behalf of each company or juridical persons Romanian European companies established in Romania, taking part in the merger, but independently, shall be appointed by the judge-delegate in order to examine the joint merger and draw up a written report to the shareholders/associates.
  

(2) the report referred to in paragraph 1. (1) will specify whether the exchange rate of the social shares is fair and reasonable. The report will also indicate the method or methods used to determine the exchange rate proposed, will specify whether such method or methods are adequate in the case in question, indicate the values obtained by applying each of these methods and will contain expert opinion concerning the share attributed to methods for obtaining value retained in the final. The report will also describe any special difficulties in carrying out the evaluation.
  

(3) at the joint request of the companies participating in the merger, including those who have the nationality of another Member State, the judge-delegate shall designate one or more experts acting for all participating companies, but is independent of them.
  

(4) each of the experts appointed in accordance with this article shall be entitled to obtain from any of the companies participating in the merger all relevant information and documents and make all necessary investigations.
  

(5) by decision of all shareholders/partners participating companies from the merger may waive the examination of the draft terms of merger and in drawing up the report referred to in paragraph 1. (1).
  

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Art. 251 ^ 8 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 9 Lenders of the Romanian legal persons, companies or European companies established in Romania taking part in the merger shall have the right to protection of their interests. Any such creditor, holding a claim being certain, and prior to the date of publication of the draft terms of merger, nescadentă publication of the project, and which does not have appropriate privileges already guarantees or for the satisfaction of his claim, the opposition may be made with due regard for the conditions of the procedure and of substance, and with the effects laid down in art. 243. — — — — — — — — — — Art. 251 ^ 9 has been modified by item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


Article 251 ^ 10(1) If the acquiring company or the newly-established company is a European head office in Romania, corporate administrators participating in the merger ensures compliance of employee involvement in the European company's activity, in terms of Government decision No. 187/2007 concerning procedures for information, consultation and other ways to involve employees in the activity of European society.
  

(2) If one or more of the participating companies governed by the law of another Member State operates a system of employee involvement in company's activity of the kind provided for in article 4. 2(a) k) of Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees or another mechanism for cointeresare employees, acquiring or newly-established Romanian-legal person-is bound to establish such a mechanism, thus becoming applicable, as appropriate, the provisions of art. 3 paragraphs 1 and 2. (1) and (2), art. 4-7, art. 10 para. (1) and (2) (a). a), g) and (h)), art. 11-24, 27 and 28 of the judgment of the Government. 188/2007.
  

(3) where the acquiring company or the newly-established Romanian is a legal person, the governing bodies of the participating companies to merger mechanism works involvement of employees can, without prior negotiation, be subject to the provisions under article reference. 12-23 of Government decision No. 187/2007 or to comply with these provisions with effect from the date of registration in the commercial register of the memorandum of Association of the acquiring company or the date of registration of the newly established society, about the option to mention is made in the draft terms of merger.
  

(4) In the situation referred to in paragraph 1. (3) the special negotiating body may decide, by a majority of two thirds of its members representing at least two thirds of the employees, including the votes of members representing employees in at least two different Member States, not to trigger negotiations or to terminate negotiations already opened, and to admit the application of the provisions of Government Decree No. 188/2007.
  

(5) where a legal person within the Romanian society, resulting from the cross-border merger, will operate a system of engaging employees, administrators or, where appropriate, the members of the Directorate are obliged to ensure the protection of employees ' rights resulting from this mechanism in the event of a merger of national law, for a period of 3 years from the date on which the cross-border merger produced effects.
  

(6) where, after the prior negotiations, standard rules apply, the general meeting of shareholders may decide to members/limiting the proportion of employee representatives in the Board of Directors/Executive Board of the company resulting from the cross-border merger. However, where one of the merging companies employee representatives constituted at least one third of the Board of directors or supervisors, to limit decided by the General Assembly of associates/shareholders may not have the effect of reducing the proportion of employees with less than one-third.
  

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Art. 251 ^ 10 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 11 (1) not later than 3 months after the date of publication of the joint project of fusion in the Official Gazette of Romania, part IV-a, in accordance with the provisions of article 3. 251 ^ 6 para. (2) the general meeting of each of the companies decide on the draft terms of merger in common conditions laid down for the amendment of articles of incorporation and in compliance with conditions for convening them.
  

— — — — — — — — —-. (1) of article 1. 251 ^ 11 amended point 7 of article. From the EMERGENCY ORDINANCE nr. 90 of 29 September 2010, published in MONITORUL OFICIAL nr. 674 of 4 October 2010.

(2) where shares are of multiple categories, the proceedings on the merger is conditional upon the outcome of the vote, given pursuant to article. 115.
  


(3) in the cases referred to in article 1. 251 ^ 10, general meeting of shareholders or members may be made conditional upon approval/fusion express ratification by the General Assembly of the mechanisms of involvement of employees in the work of the acquiring company or the newly established.
  

(4) where a merger has the effect of increasing the obligations of the shareholders/members of one of the participating companies-Romanian legal persons, shareholders Assembly/members shall be taken unanimously.
  

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Art. 251 ^ 11 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 (1) ^ 12 Shareholders/associates who have not voted in favour of General Assembly decision whereby it approved the merger shall be entitled to withdraw from the company and require the purchase of their actions/social parties by the company.
  

(2) in the case of shares or stock in the limited partnership, the right of withdrawal will be exercised in accordance with the provisions of art. 134. (3) Notwithstanding provisions of art. 226, in the case of limited liability companies, the right of withdrawal shall be exercised through the proper application of the provisions of article 3. 134. (4) the shareholders/Associates can make the application of the right of withdrawal under this article only if: (a) the legislation of all Member States), whose nationality the participating societies to hold merger, provides for a system of protection similar to that provided for associates of Abdel Rahman. (1) to (3);
  

b) participating companies from the merger, governed by the law of another Member State which does not confer a right of withdrawal of members of the society, have expressly accepted as associates of the Romanian legal person-to make use of this right, the statement to that effect in the General Assembly decision of approving the merger.
  

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Art. 251 ^ 12 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 13 (1) in the case of a merger by absorption, the judge-delegate registration in the commercial register has the Act of incorporation of the modifier of the acquiring company-Romanian legal entity or company with registered office in Romania-after checking for certificates or similar documents showing that the conditions laid down by law, issued by the competent authorities of the other Member States in which they have their registered office times where appropriate, Central Administration or principal place of business the other companies participating in the merger, and the term in which they were filed at the trade register Office, the term may not exceed 6 months of issue.
  

(2) If merger is to establish a new company-Romanian legal person, control of legality will be carried out under the conditions laid down in this law for the society whose Constitution was agreed, with verification of the certificates or similar documents provided for in paragraph 1. (1) and (3) In the event that through merger is to establish a European company with registered office in Romania, control of legality of the merger and the fulfilment of the conditions of establishment of the company will be carried out according to the Regulation (EC) No 1782/2003. mp 2.157/2001 of 8 October 2001 on the Statute for a European company and the present law.
  

(4) the judge-delegate shall, where appropriate, mechanisms and characteristics of employee involvement in the work of the acquiring company or the newly-formed.
  

(5) If the acquiring company or the newly formed is a legal person governed by the law of another Member State, including a European company with its registered office in another Member State, the judge shall verify the legality of the decision of the delegate of merger filed by the administrators/members at the trade Registry Office Directorate in registered Romanian legal person, company-, and pronounce a discharge through the fulfilment of the requirements of this law by the Romanian legal person. Conclusion of the Romanian legal person-society-at its headquarters.
  

— — — — — — — — —-. (5) article. 251 ^ 13 has been amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".

(6) the judge may rule delegate conclusion pursuant to paragraph 4. (5) even though the procedure triggered by withdrawal requests of shareholders/members in accordance with article 5. 251 ^ 12 is in progress, finally giving the fact that social redemption shares is not yet completed. Withdrawals by shareholders/associates in accordance with art. 251 ^ 12 are opposable to the acquiring company or the newly established and its associates/shareholders.
  

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Art. 251 ^ 13 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 14 (1) in the case of a merger by absorption, the modifier, targeted according to art. 251 ^ 13(2). (1), shall be, ex officio, for publication in the Official Gazette of Romania, part IV-a, at the expense of the company.
  

(2) if the merger constitutes a new Romanian legal person, company or a European company based in Romania, it is subject to the formalities provided for in this law for the company by mutual agreement.
  

(3) the trade registry office where the acquiring company is registered or newly established will notify you immediately via system interconnection of registers, as provided for in art. 21 of law No. 26/1990 on the commercial register, republished, with subsequent amendments and additions, the company's expense, the cross-border merger similar authorities in Member States in which the participating companies are registered to the merger, with a view to their removal.
  

— — — — — — — — —-. (3) art. 251 ^ 14 has been amended by section 6 of article. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.

(4) the trade registry office where registered companies absorbed române-Legals-radiates from these companies, the commercial register pursuant to paragraph 1, releases notification. (3) the competent authority of the Member State whose nationals hold the acquiring or newly established.
  

— — — — — — — — —-. (4) article. 251 ^ 14 has been amended by section 6 of article. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.

(5) if the cross-border merger is a European company based in Romania, the national trade register Office at the expense of the Parties communicated to the official journal of the European Union for publication, a notice that includes the name of the company, registration number in the trade register in which it is registered, the date of registration, the number of the monitor in which the official was released the conclusion of judge-delegate registration.
  

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Art. 251 ^ 14 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 15 (1) a merger shall have the following consequences: a) the transfer, both as regards relations between the company being acquired and the acquiring company/new-founded and in relations with third parties, to the acquiring company/new-established of all assets and liabilities of the company being acquired;
  

b) shareholders or members of the company being acquired/participating in merger become shareholders of the acquiring company's respective associates/newly established, in accordance with the rules fixed by the draft terms of merger;
  

c) the company being acquired, i.e. companies formed through merger the new company ceases to exist.
  

(2) merger takes effect: a) if the establishment of a company, from the date of its registration in the commercial register;
  

b) in the case of a merger by acquisition, from the date of registration in the commercial register of the instrument of incorporation of the modifier, unless, by agreement of the parties, set forth that the operation will take effect at a later time, which may not be following the end of the current financial year of the acquiring company or the recipient societies, nor the previous closure of the last financial year ended of the company or companies transferring their heritage , and control provided by judge-delegate art. 251 ^ 13(2). (1);
  

c) where through fusion of an European company, from the date of its registration.
  

(3) the rights and obligations arising from companies absorbed employment relationships and existing at the date of entry into force of the cross-border merger shall be transferred from the date referred to in paragraph 1. (2) the acquiring company or the newly established.
  

(4) none of the acquiring company's shares can not be exchanged with shares in the company being acquired held either: (a)) by the acquiring company, or by a person acting in his own name but on behalf of that company;
  

(b)) or the company being acquired or by a person acting in his own name but on behalf of that company.
  

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Art. 251 ^ 15 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 16


(1) managers of the company being acquired or those who have formed the new company responsible towards civil associations that/those firms for irregularities committed in the preparation and completion of the merger.
  

(2) experts who draw up the report referred to in article 1. 251 ^ 8, on behalf of the company being acquired or of the companies forming the new company, responsible towards civil associations such firms for irregularities committed in the performance of their duties.
  

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Art. 251 ^ 16 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 in case of 17 ^ mergers by absorption, whereby one or more companies are wound up without going into liquidation and transfer all their assets and liabilities to another company which owns all of their shares and other securities conferring the right to vote in the General Assembly, does not apply to the provisions of art. 251 ^ 5 para. (1) (a). c), (d)) and e), art. 251 ^ 8, art. 251 ^ 15 para. (1) (a). (b)) and art. ^ 251 16.
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Art. 251 ^ 17 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 251 ^ 18 where the cross-border merger by acquisition is carried out by the acquiring company holding at least 90 percent, but not the totality of shares or other securities conferring their holders the right to vote in the General meetings of the company/companies being acquired, reports by independent expert or experts referred to in article. 251 ^ 18, and controlled documents shall be binding only to the extent that the law which governs the acquiring company or the company/companies being acquired so provides.
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Art. 251 ^ 18 was amended by point 7 of article. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.


Article 251 ^ 19 (1) Nullity of a merger can be declared only by court order.
  

(2) the nullity of a merger may not intervene after the date it has produced effects, date to be determined under art. 251 ^ 15 para. (2) and (3) the procedures for cancellation and Declaration of invalidity may not be initiated if the situation has been rectified. If the irregularity that could lead to a declaration of invalidity of a merger void, the competent court shall grant the companies participating for a period to rectify it.
  

(4) the final judgment declaring the nullity of a merger will be submitted to the Office by the Court trade register offices from the offices of the companies involved in the merger.
  

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Art. 251 ^ 19 was introduced by paragraph 10 of article 10. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Title VII Liquidation liquidation of companies-firms-Name-title VII amended by pct article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


Chapter I General provisions Article 252 (1) For the liquidation and distribution of the social heritage, even though in the memorandum foresees rules to this effect, the following rules are mandatory: a) until taking over the function of the liquidators, administrators and directors, respectively members of the Directorate, continues to exercise the powers, other than those referred to in article 1. 233;
  

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Lit. of paragraphs 1 to 5). (1) of article 1. 252 has been amended item 175 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(b) the Act of appointment) the liquidators, noting their powers or sentence that keeps them the place and any subsequent act that would bring about change with regard to their person or from the powers conferred must be submitted, by the liquidators, the trade registry office, in order to be scored immediately and published in the Official Gazette of Romania, part IV.
  

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Lit. b) of paragraph 2. (1) of article 1. 252 has been amended item 175 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) only after the formalities at para. (1) the liquidators shall deposit their signature in the commercial register and shall exercise this function.
  

(3) Repealed.
  

— — — — — — — — —-. (3) art. 252 was repealed by article item 61. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(4) in addition to the provisions of this title shall apply to undertakings in liquidation rules determined by the articles of incorporation and by the law, insofar as they are not incompatible with liquidation.
  

(5) all documents emanating from society must show that it is in liquidation.
  


Article 252 ^ 1 Repealed.
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Art. 252 ^ 1 was repealed by article 62 point. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.


Article 253 (1) the liquidators may be natural persons or legal entities. 3. the permanent representatives or individuals-individuals of society lichidatoare-authorized liquidators must be according to the law.
  

(2) Liquidators have the same responsibility as administrators, members of the Executive Board respectively.
  

— — — — — — — — —-. (2) of article 9. 253 was modified by item 177 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) the liquidators are required, immediately after taking over the function, that together with the officers and directors, or members of the Executive Board of the company, to make an inventory and to conclude a balance, stating the exact situation of the assets and liabilities of the company, and to sign them.
  

— — — — — — — — —-. (3) art. 253 was modified by item 177 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(4) the liquidators are obliged to receive and keep the heritage society, what records were entrusted to administrators or members of the Executive Board, and the company's by-laws. They will also keep a register of all operations of the liquidation, in order of their date.
  

— — — — — — — — —-. (4) article. 253 was modified by item 177 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(5) the liquidators to fulfil its mandate under the control of the auditor. In the case of joint-stock companies organized according to two-tier system, the liquidators to fulfil its mandate under the supervision of the Supervisory Board.
  

— — — — — — — — —-. (5) article. 253 was modified by item 177 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 254 if companies whose work was carried out on the basis of the authorization of the environmental law environmental protection no. 137/1995, republished *), with subsequent amendments and additions, the liquidators are obliged to take measures to carry out the environmental balance sheet provided for in this law, and to communicate the results of this balance of territorial environmental protection agency.
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Art. 254 was modified by pct article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies".


Article 255 (1) in addition to the powers conferred by the members, by the same majority required for their appointment, the liquidators will be able: to stand in judgment) on behalf of the company;
  

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Lit. of paragraphs 1 to 5). (1) of article 1. 255 has been amended item 63 art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

b) to execute and complete the trade operations relating to the winding-up proceedings;
  

c) to sell, by public auction, real estate and any movable wealth of society;
  

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Lit. c) of paragraph 2. (1) of article 1. 255 has been amended item 63 art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

d) to Transact;
  

e) to liquidate and to collect the claims.
  

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Lit. s) para. (1) of article 1. 255 has been amended item 63 art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

f) to contract obligations, borrowing cambial neipotecare and to undertake any other necessary documents.
  

(2) in the absence of specific provisions in the articles of incorporation or in their act of appointing liquidators cannot constitute a mortgage upon property of the company, unless they are authorized by the Court.
  

— — — — — — — — —-. (2) of article 9. 255 was modified by item 178 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(3) Liquidators who are pursuing new commercial operations which are not necessary for the purpose of the liquidation are liable personally and jointly and severally for their execution.
  


Article 256 (1) the liquidators may not pay any amount levied on behalf of the parties what would be appropriate from liquidation, before payment of the creditors of the company.
  


(2) Associations will be able to ask, however, that the amounts withheld to be submitted to the House and savings Consemnaţiuni C.E.C.-S.A.-times at a bank or at one of their units and the allocation is to be made on the shares, even during the liquidation, if, apart from what is necessary for the fulfilment of all obligations, due or which will reach maturity There remains an available, at least 10% of their amount.
  

(3) decisions of the liquidators creditors can do opposition, pursuant to article. 62. Article 257 Liquidators attesting by submitting the annual financial statement, that the funds at the disposal of society are not sufficient to cover the liabilities due must demand sums required members responsible for unlimited or those who have not made payments in full, if they are forced, according to the form of the company, to procure them or, if they are debtors toward society for outstanding payments , to which they were bound as an associate.


Article 258 Liquidators who have paid their debts to society with their own money, will not be able to exercise their rights against the company larger than those belonging to pay creditors.


Article 259 creditors have the right to pursue actions against liquidators arising from claims to term, up to the existing assets in the heritage society, and only afterwards moving against members, for the payment of amounts due from the value of the shares subscribed to or from that of equity shares.


Article 260 (1) liquidation of the company shall be completed not later than one year from the date of registration in the commercial register of the mention of the dissolution. For good reasons, at the request of the liquidator, the trade registry office may extend that period by a year, but not more than twice.
  

(2) Liquidation shall not liberează shareholders/associates and does not hinder the opening of insolvency proceedings.
  

(3) within 60 days after the registration in the commercial register of the mention of the dissolution will be appointed liquidators, according to art. 262 respectively art. 264. (4) within 60 days after appointment, the liquidator must file with the Office of the trade register, the trade register for mention, a report on the economic situation of society. If, according to the report, the debtor fulfils the conditions for the opening of insolvency proceedings, the liquidator simplified is obliged to request the opening of insolvency proceedings within 15 days from the date of the report.
  

(5) failure to observe the requirement for the submission of the report referred to in paragraph 1. (4) constitutes contravention and shall be sanctioned with a fine of 50 to 100 lei lei. Finding contraventions and penalties shall be carried out ex officio or upon referral any interested party, by the competent person for the registration in the commercial register. The sanction applies to the liquidator who shall not introduce an application for opening of insolvency proceedings within the time limit referred to in paragraph 1. (4) and (6) within 15 days after the completion of the liquidation, the liquidators will be submitted to the commercial register the application for cancellation from the commercial register of the company on the basis of the final report of liquidation and winding-up of financial statements through which the patrimony, claims and the distribution of remaining assets, where appropriate, under penalty of a fine of $ 20 per day of delay that will be applied of its own motion or upon referral any interested party, by the competent person for the registration in the commercial register. Resolution ordering the termination of the society in the commercial register are published on the website of the national trade register Office and at the portal of on-line services.
  

(7) If, within 3 months after the expiry of the period referred to in paragraph 1. (1) extended as appropriate, trade register Office has not been invoked, with no request for cancellation, the national trade register Office or any interested person will ask the Court of first instance deletion from the register of Commerce society. The list of companies for which the national trade register Office to formulate actions for cancellation is displayed on the website of the national trade register Office or at the portal of on-line services thereof at least 15 calendar days before and shall be transmitted to the Ministry of public finance-national agency of fiscal administration.
  

(8) judgment of the Court which pronounced the termination shall be notified to the company, the trade Registry Office for deregistration of the company from the register of Commerce, Ministry of public finance-national agency of fiscal administration-public finances County Administration/public sector finance administration and shall be published on the website of the national trade register Office and at the portal of on-line services. In the case of several judgments for cancellation, for the situations described in paragraphs 3 and 4. (7) advertising is going to be able to perform in the form of a table showing: the serial number in commercial register, registration, code name, legal form and registered office of the company dissolved, the Court which ordered the deletion, file number, number and date of the Declaration of cancellation.
  

(9) Any person may appeal against the judgment of cancellation within 30 days of the making of advertising according to the provisions of paragraph 1. 8. Caller shall submit a copy of the appeal at trade registry office, in the commercial register for mention.
  

(10) where the provisions of art. 270 ^ 1 are not applicable, since the company in liquidation, while it meets the conditions laid down in article 21. 38 para. (2) of law No. 85/2014 regarding procedures to prevent insolvency and insolvency, does not meet and the requirement under article 9. 5 point from the same Bill 72, the person vested with the resolution of the cancellation of the company's application will become available on the basis of the report of the liquidator.
  

(11) the assets remaining from the Heritage Society removed from the trade register, in terms of this article, shall accrue to shareholders/members, in accordance with the law.
  

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Art. 260 was amended by section 8 of article. II of law No. 152 of 18 June 2015, published in MONITORUL OFICIAL nr. 519 from July 13, 2015.


Article 261 (1) after approving the reckoning and the distribution is completed, records and the company's by-laws, partnerships or limited liability, which will not be necessary for any of the partners, will be submitted to the Member appointed by the majority.
  

(2) joint stock companies and partnerships with limited liability stock records provided for in art. 177 paragraphs 1 and 2. and (b). a)-f) will be submitted to the trade register in which the company has been registered, where any interested party will be able to inspect them with the authorization of the judge delegate and the rest of the acts of the company will be deposited at the national archives.
  

(3) Records of all companies will be kept for 5 years.
  


Chapter II the liquidation of the companies, partnerships or limited liability in article 262 (1) liquidators in the companies, partnerships or limited liability will be made by all the members, if the contract does not provide otherwise.
  

(2) If you will be able to meet the unanimity of votes, the liquidators will be made by the Court, upon application of any administrator, with associated times listening to all associates and Trustees.
  

(3) Against the sentence can only declare call associates or trustees, within 15 days from delivery.
  

— — — — — — — — —-. (3) art. 262 amended point 27 of article 4. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 263 (1) after completing the liquidation of the company, partnerships or limited liability, the liquidators shall prepare its financial situation and to propose the distribution of assets between associates.
  

(1 ^ 1) Financial statement signed by the liquidators shall be registered and published on the website of the trade register Office.
— — — — — — — — —-. (1 ^ 1), art. 263 was introduced by the pct. of article 179. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.
(1 ^ 2) Repealed.
— — — — — — — — —-. (1 ^ 2) of art. 263 was repealed by article item 64. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(2) the disgruntled Associate can do opposition, pursuant to article. 62, within 15 days following notification of the financial situation of liquidation and distribution project.
  

(3) For the resolution of opposition, matters relating to the winding-up will be separated from those of the apportionment, against which the liquidators can remain strangers.
  

(4) after the expiry of the period referred to in paragraph 1. (2) or after the proceedings on opposition remained the definitive accounts of liquidation and distribution shall be deemed approved and liquidators are liberaţi.
  

— — — — — — — — —-. (4) article. 263 was modified by PT 28 art. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Chapter III the liquidation of stock companies and joint stock limited partnership in Article 264 (1) liquidators in joint-stock companies and partnerships with limited liability on shares shall be made by the General Assembly, which decides on liquidation, where the instrument of Constitution, not otherwise.
  


(2) the general meeting shall act by majority laid down for amendment of the articles of incorporation.
  

(3) where the majority was not obtained, the appointment is made by the tribunal, at the request of any of the Admins in question among the members of the Executive Board, or between partners, with the attendance of the society and those who asked for it. The judgment is subject to appeal only.
  

— — — — — — — — —-. (3) art. 264 amended pct, article 29. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.


Article 265 (1) Administrators, concerned members of the Directorate, the liquidators shall submit a report on the management of, for the time elapsed since the last approved financial statement until the commencement of the liquidation.
  

— — — — — — — — —-. (1) of article 1. 265 was modified by item 181 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) the liquidators shall have the right to approve the minutes and make or sustain any dispute relating thereto.
  


Article 266 (1) where one or more Admins, i.e. members of the Executive Board, shall be appointed liquidators, report on the management of the respective Directorate managers, will be submitted to the trade register Office and shall be published in the Official Gazette of Romania, part IV-a, along with the final liquidation balance sheet.
  

— — — — — — — — —-. (1) of article 1. 266 amended item 182 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.

(2) When management override during a fiscal year, the minutes shall be annexed to the first financial statement on which the liquidators of the General Assembly.
  

(3) Any shareholder may make opposition, pursuant to article. 62, within 15 days from publication.
  

(4) All oppositions made will be joined in order to be dealt with in a single sentence.
  

(5) Any shareholder has the right to intervene in court, and the judgment will be relied on and neintervenienţi shareholders.
  


Article 267 Repealed.
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Art. 267 was repealed by the point 11 of article 1. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 268 (1) After the completion of the liquidation, the liquidators shall draw up the final financial statement, showing why it should be part of each action from the distribution of assets of the company, together with the auditor's report or, where appropriate, the report of the statutory auditors.
  

(2) financial position, signed by the liquidators, will submit, to be referred to the trade registry office, and will be published in the Official Gazette of Romania, part IV.
  

(3) Any shareholder may make opposition, pursuant to article. 62. article 269 (1) if the time limit laid down in article 21. 266 para. (3) has expired without the opposition, the financial situation is considered to be approved by all shareholders, and liquidators are liberaţi, subject to the sharing of the company's assets.
  

(2) Independent of the expiration of the term of delivery, receipt of the latter intersection take the place of your account and of the distribution made to each shareholder.
  


Article 270 (1) Amounts due to shareholders, unearned within two months of the publication of the financial situation, will be deposited in a bank or one of its units, with the name and forenames appearing shareholder if shares are nominative, or numbers, if they are bearer.
  

(2) payment shall be made to the person shown or the holder of the shares, whichever is the title.
  


Article 270 ^ 1 where the company in liquidation is in insolvency proceedings, the liquidator is obliged to request the opening of insolvency proceedings. Under the terms of the insolvency legislation, lenders will be able to request the opening of insolvency proceedings against the company pending liquidation.
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Art. 270 ^ 1 was introduced by the pct. 183 art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 270 ^ 2 Recalling the conditions stipulated by the insolvency practitioner, judge will order the proceedings are simplified to insolvency.
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Art. 270 ^ 2 was introduced by the pct. 183 art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Title VII ^ 1 European society — — — — — — — — — — title VII ^ 1 was introduced by the pct, article 12. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 270 ^ 2 a) based in European Societies Romania apply to them the provisions of Council Regulation (EC) No 1782/2003. mp 2.157/2001 of 8 October 2001 on the Statute for a European company, and those of this chapter, as well as those concerning joint stock companies, as far as their compatibility with the provisions of regulation.
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Art. 270 ^ 2) was introduced by the pct, article 12. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 270 ^ 2) (1) European Companies having their registered office in Romania have legal personality from the date of registration in the commercial register.
  

(2) a European company cannot be registered in the commercial register until after the conclusion of an agreement on the involvement of employees in the company's activity, in terms of Government decision No. 188/2007.
  

(3) within 30 days after registration, national trade register Office will communicate to the official journal of the European Union a notice relating to the registration of the company. The notice shall contain the information provided for in article 4. 14 of Council Regulation (EC) No. mp 2.157/2001.
  

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Art. 270 ^ 2 b) was introduced by the pct, article 12. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 270 c ^ 2) (1) Any European company registered in Romania can transfer its registered office to another Member State.
  

(2) the transfer proposal, endorsed by the judge-delegate, shall be published in the Official Gazette of Romania, part IV-a, at the expense of the company, with at least 30 days before the date of the hearing in which extraordinary general meeting to decide on the transfer.
  

(3) General Assembly decision concerning the transfer of the registered office of a European company in another Member State shall be adopted pursuant to article. 115 paragraph 1. (2) where shareholders representing the majority of the share capital are present or representatives, the decision may be adopted by a simple majority.
  

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Art. 270 c ^ 2) was introduced by the pct, article 12. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 270 d) ^ 2 (1) of the European companies ' Creditors whose claims are prior to the date of publication of the transfer project and that are not due on the date of publication can do opposition, pursuant to article. 62. (2) the opposition referred to in paragraph 1. (1) enforcement operation suspended until the date on which the judgment remains the definitive, unless the company makes payment of debts receivable or guarantees accepted by creditors end up with these times an agreement for payment of debts.
  

— — — — — — — — —-. (2) of article 9. 270 ^ 2 d) was amended by the pct, article 30. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012.
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Art. 270 d ^ 2) was introduced by the pct, article 12. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Article 270 e ^ 2) (1) shareholders who have not voted in favour of the judgment by which the General Assembly approved the transfer of the registered office to another Member State shall be entitled to withdraw from the company and require the purchase of their shares by the company.
  

(2) the right of withdrawal may be exercised within 30 days from the date of adoption of the decision of the General Assembly.
  

(3) Shareholders will be submitted to the Head Office of the company, together with a written statement of withdrawal, which they possess or, if applicable, the certificate (s) of shareholder.
  

(4) the price paid by society for the actions of exercising the right of withdrawal will be determined by an independent expert authorized, as an average value resulting from the application of at least two evaluation methods recognized by the law in force at the time of the evaluation. The expert is appointed by the judge-delegate, in accordance with article 4. 38 and 39. Evaluation costs will be borne by the company.
  

(5) a judge-delegate, subsequent verification of the legality of appeals concluding that prove the fulfilment of the conditions laid down in articles 81 and 82. 3-5 of this law and those provided for in art. 8 of Council Regulation (EC) No 1782/2003. mp 2.157/2001.
  

(6) Subsequently, the consequence of European society transferred the trade registry office will communicate the journal of the European Union, at the expense of the company a notice concerning termination of the company from the commercial register of Romania as a result of the transfer of its registered office to another Member State.
  

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Art. 270 e ^ 2) was introduced by the pct, article 12. From the EMERGENCY ORDINANCE nr. 52 of 21 April 2008, published in MONITORUL OFICIAL nr. 333 from 30 April 2008.


Title VIII Crimes Offences and offences — — — — — — — — — — name of title VIII has been amended item 184 of the art. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 270 ^ 3


(1) violation of the provisions of art. 74 constitutes contravention and is punished with a fine from 2,500 to 5,000 lei lei.
  

(2) violation of article 10. 131 paragraph 2. (4) constitutes contravention and is punished with a fine from 5,000 to 10,000 lei lei.
  

— — — — — — — — —-. (2) of article 9. 270 ^ 3 was amended by point 65 of the art. From the EMERGENCY ORDINANCE nr. 82 of 28 June 2007, published in MONITORUL OFICIAL nr. 446 of 29 June 2007.

(3) the finding of violations and penalties referred to in paragraph 1. (1) and (2) shall be carried out by the bodies involved in the control of the Ministry of public finance-national agency of fiscal administration and its territorial units.
  

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Art. 270 ^ 3 was introduced by the pct. of article 185. 1 of law No. 441 of 27 November 2006, published in MONITORUL OFICIAL nr. 955 of 28 November 2006.


Article 271 shall be punished with imprisonment from six months to three years or with fine founder, Manager, general manager, Director, Member of the Supervisory Board or Management Board of the company legal representative times: a) presents, in bad faith, in prospectuses, reports and communications to the public, untrue data upon the establishment of the society of economic conditions or times of its times, with bad faith in whole or in part, such data;
  

b) presents, in bad faith, the shareholders/associates a financial statement inaccurate or incorrect data on the legal and economic conditions of society, in order to hide her real situation;
  

c) refuses to make available experts, in the cases and under the conditions laid down in article 21. 26 and 38, the documents required or hinder, in bad faith, to comply with any duties.
  

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Art. 271 was amended by paragraph 2 of article 9. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 272 (1) shall be punished with imprisonment from six months to three years or with fine founder, Manager, general manager, Director, Member of the Supervisory Board or Management Board of the company legal representative times: a) acquires, on behalf of the company, the shares of other companies, at a price which they obviously know their actual value, or sell, on behalf of the company shares it holds, at prices about knowledge that are clearly inferior to their actual value, in order to obtain, for himself or for another person, of a benefit in the loss company;
  

b) uses, in bad faith, or that they enjoy credit society, a purpose contrary to its interests or for the benefit of his own times to promote another company in which it has a direct or indirect interest;
  

c) borrow in any form, directly or through an intermediary, the Company undertakes, from a company controlled by this times from a company that controls the company he manages, the amount borrowed being upper limit provided for in art. 144 ^. (3) (a). It has), or makes one of these companies to give any security for the debt;
  

d) violates the provisions art. 183. (2) the Act does not constitute infringement referred to in paragraph 1. (1) (a). b) if it was committed by the Manager, Director, Member of the Executive Board of the company legal representative times as part of the Treasury transactions between the company and other companies controlled by it or control it, straight times indirectly.
  

(3) does not constitute infringement deed mentioned in paragraph 1 (1) (a). c) if committed by a company that has the quality of the founder, and the loan is made from one of the companies controlled or controlling, directly or indirectly.
  

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Art. 272 was amended by section 3 of article 9. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


^ Article 272 1 shall be punished by imprisonment from one year to five years the founder, Manager, general manager, Director, Member of the Supervisory Board or Management Board of the company legal representative times: the news was false or oozes) uses other fraudulent means that have the effect of increasing or decreasing the value of shares in times of company bonds or other securities that belong to in order to obtain, for himself or for another person, of a benefit in the loss company;
  

b) receives or pays dividends, in whatever form, of fictitious profits or which could not be distributed, annual financial statement failing or contrary results.
  

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Art. 272 ^ 1 was amended by paragraph 4 of art. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 273 shall be punished with imprisonment from 3 months to 2 years or with a fine Manager, general manager, Director, Member of the Supervisory Board or Management Board of the company legal representative times: a) a shares issue worth less than their legal value or at a price lower than nominal value or issue new shares in Exchange for contributions in cash before the preceding actions have been paid in full;
  

b) is used in the General meetings, shareholders nesubscrise shares or retained;
  

c) the lending or advances over the company's actions constitute guarantees times under conditions other than those provided for by law;
  

d) teaches the holder of shares or shares in liberate teaches in whole or in part, except in cases laid down by law, regulation or issuing bearer shares without having to be cleared;
  

e) fail to comply with the laws relating to the cancellation of shares outstanding;
  

f) issue bonds without complying with legal provisions or actions without having to contain the particulars required by the law.
  

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Art. 273 was amended by section 5 of art. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 274 shall be punished with imprisonment from one month to one year or with a fine Manager, general manager, Director, Member of the Supervisory Board or Management Board of the company legal representative times that: (a) General Assembly) meets regarding the changing shape of society from the merger or Division, or to the reduction of share capital, before expiry of the time limits provided for by law;
  

(b) General Assembly) meets regarding the reduction of the share capital, provided that the members have been run for carrying amount due to or have been exempted, by decision of the general meeting the payment of replenishment;
  

c) meets General Assembly changing the form of the company, merger, Division, dissolution, reorganization or reduction of the registered capital, without informing the judicial organ with violating the prohibition laid down by the latter, in the case against the company was prosecuting.
  

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Art. 274 was amended by section 6 of article. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 275 (1) is punishable by imprisonment from one month to one year or with a fine Manager, general manager, Director, Member of the Supervisory Board of the Directorate: a) violates, even by individuals or by frontmen simulated acts, article 4. 144 ^ 3;
  

(b) the General Assembly shall convene no) in cases stipulated by law or in breach of art. 193 para. (2);
  

c) begins operations on behalf of a limited liability company before you have to make the payment in full of the share capital;
  

d) issues marketable securities representing shares of a limited liability company;
  

e) acquires shares in the company on his behalf in cases prohibited by law.
  

(2) the penalties provided for in paragraph 1. (1) punished and associate who contravenes the provisions of articles. 127 or of art. 193 para. (2).
  

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Art. 275 was modified by point 7 of article. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 276 shall be punished with imprisonment from one month to one year or with fine which shall not censor shall convene a general meeting in the cases where it is required by law.


Article 277 (1) shall be punished with imprisonment from three months to one year or with a fine person who accepted or retained by the censor, which is contrary to the provisions of article 3. 161 para. (2) a person who has accepted the times commissioned an expert, in violation of the provisions of article 3. 39. (2) the decisions taken by the General meetings on the basis of a report of an auditor or expert appointed in violation of the provisions of article 3. 161 para. (2) and of article 23. 39, cannot be cancelled due to violations of the provisions contained in those articles.
  

(3) the penalties mentioned in paragraph 1. (1) punished and founder, Manager, Director, Executive Director or auditor is exercising any duties or functions that are in contravention of the provisions of this law relating to incompatibility.
  

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Art. 277 was amended by section 8 of article. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 278 (1) the provisions of article 4. 271-277 and the liquidator shall apply, in so far as it relates to obligations falling within his powers.
  


(2) is punishable by imprisonment from one month to one year or with fine which he makes payments to members in violation of the provisions of article 3. 256. — — — — — — — — —-. (2) of article 9. 278 amended by point 9 of article. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 279 (1) is punishable with imprisonment from 3 months to 2 years or with fine or shareholder-owner bond: a) passes its actions or obligations on behalf of other persons, for the purpose of the formation of a majority in the General Assembly, at the expense of other shareholders, bond holders times;
  

b) vote in general meetings, in the situation referred. as the owner of), shares or bonds which in reality do not belong;
  

c) instead of a material benefit incorrectly undertakes to vote in some sense in the General Assembly or not to take part in the vote.
  

(2) the determination of a shareholder or debenture holder, as a useful material to vote incorrectly in some sense in the General meetings or to not take part in voting shall be punished with imprisonment from six months to three years or by a fine.
  

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Art. 279 was amended by paragraph 10 of article 10. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 280 Repealed.
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Art. 280 was repealed by the point 11 of article 1. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 280 ^ 1 Transmission of social parties or shares in a company, for the purpose of having committed a crime or are removed from the prosecution in order to îngreunării times, shall be punished with imprisonment from one year to five years.
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Art. 280 ^ 1 has been changed from point 12 of article 4. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 280 ^ 2 Repealed.
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Art. 280 ^ 2 was repealed by article, item 13. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 280 ^ 3 Use with science, a society of laws, removed in order to produce legal consequences, constitutes infringement and is punishable with imprisonment from three months to three years or by a fine.
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Art. 280 ^ 3 was amended by point 14 of article. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 281 the facts referred to in this title, if, according to the penal code or special laws, constitutes a more serious crime, shall be sanctioned with penalties provided for in them.
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Art. 281 was amended by point 15 of article 2. 33, title II of law No. 187 of 24 October 2012, published in MONITORUL OFICIAL nr. 757 from November 12, 2012.


Article 282, repealed.
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Art. 282 was repealed by paragraph 1. (2) of article 9. 156, Cap. Vi of law No. 85 of April 5, 2006, published in MONITORUL OFICIAL nr. 359 of 21 April 2006.


Article 282 ^ 1 Repealed.
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Art. 282 ^ 1 was repealed by article. 26, title II of law No. 255 of 19 July 2013, published in MONITORUL OFICIAL nr. 515 of 14 august 2013.


Title IX transitional and final provisions Article 283 (1) Undertakings organised under law No. 15/1990 on the reorganization of State-owned economic units as 1900 and commercial companies, as amended, which will be privatized or privatize, can operate only on the basis of the Statute.
  

— — — — — — — — —-. (1) of article 1. 283 amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".

(2) Amending, under the law, the statutes of the associations they can name the instrument, without thereby incurred a new society.
  

— — — — — — — — —-. (2) of article 9. 283 amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "firm" with the term "society".

(3) The existing societies, associations may amend the articles of Association, laying down, in it the documents they are to have access, within the meaning of art. 8 lit. I). (4) companies with the capital times State majority can work with any number of associates.
  

— — — — — — — — —-. (4) article. 283 amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies.


Article 284 employees in companies Framing is done on the basis of the individual labour contract, in compliance with labour legislation and social security.
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Art. 284 amended item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies.


Article 285 If the sole member from a limited liability company is an administrator, and can benefit from social insurance pension as the State, to the extent that the social insurance contribution of paid-up and additional payments.


Article 286 establishment of companies with foreign participation, in conjunction with legal entities or individuals, or with foreign capital shall be effected in compliance with the provisions of the present law and the law concerning investment URstrăine.*) — — — — — — — — — — Art. 286 was altered item 31 of article. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies.


Article 287 Activities which cannot be the subject of a company shall be determined by decision of the Government.
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Art. 287 was amended by the pct, article 31. 18, title IV of law No. 76 of 24 may 2012, published in MONITORUL OFICIAL nr. 365 of 30 may 2012, by replacing the term "companies" with the term "companies.


Article 288 to authenticate the Memorandum will pay stamp taxes and notary fees.


Article 289 for purposes of this law, shall be assimilated to Bucharest with the County.


Article 290 (1) small businesses and profit-making associations, legal person, established under Decree-Law No. 54/1990 on the Organization and conduct of economic activities based on free initiative and reorganized, until September 17, 1991, in one of the forms of society envisaged by art. 2 of this law will be able to continue working.
  

(2) they are the rightful successor of the small business or profit-making associations.
  


Article 291 the provisions of this law shall be supplemented by the provisions of the civil code and of the code of civil procedure.
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Art. 291 amended point 7 of article. 10, Section 3, chapter II. II of law No. 71 in June 2011, published in MONITORUL OFICIAL nr. 409 of 10 June 2011.


Article 292 the companies with foreign participation set up until December 17, 1990 will be able to continue their activity according to their act of incorporation, approved in accordance with the law.


Repealed by article 293.
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Art. 293 was repealed by paragraph 4 of art. 1 of law No. 302 of 24 October 2005, published in Official Gazette No. 953 of 27 October 2005.


Article 294 on the date of entry into force of this law shall be repealed the provisions of art. 77-220 and 236 of the commercial code *), provisions on small businesses and profit-making associations with legal personality, of Decree-Law No. 54/1990 on the Organization and conduct of economic activities on the basis of free enterprise, the Decree nr. 424/1972 on the establishment and operation of ventures in Romania, with the exception of art. 15, art. 28 para. 1, art. and article 33. 35 para. 2 and 3, Decree-Law No. 96/1990 concerning certain measures for attracting foreign capital investment in Romania.

Note ─ ─ ─ ─ ─ ─ ─ ─ ─ ─ *) according to art. IX of the Government Emergency Ordinance nr. 32/1997 as amended by law No. 195/1997, on the date of entry into force of this Ordinance (July 28 1997) art are repealed. 237-250 and art. 264-269 of the commercial code.

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