Law No. 58 Of 14 August 1991 Concerning The Privatisation Of Companies

Original Language Title:  LEGE nr. 58 din 14 august 1991 privind privatizarea societăţilor comerciale

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LAW No. 58 of 14 august 1991 concerning the privatisation of companies ISSUING PARLIAMENT Published in MONITORUL OFICIAL NR. 169 of 16 august 1991, the Romanian Parliament adopts this law.
In order to achieve the transfer of State property to the private sector under conditions ensuring the distribution of the equivalent of 30% of the share capital of the company by the Romanian citizens are justified, adopts this law, including regulations on the sale of shares or assets of companies by natural persons or legal entities, Romanian or foreign.


Chapter 1 General provisions Article 1 the law on privatisation of companies sets out the legal framework corresponding to transfer State property in private ownership of natural persons and legal persons.
For this purpose, the law governing the procedure relating to: (a) free distribution) of certificates of ownership justified the Romanian citizens;
  

b) privatisation methods companies;
  

c) offering for sale of shares or assets of the company by employees thereof;
  

d) participation by individuals and legal entities, Romanian or foreign, to the sale or purchase of shares-active companies.
  


Article 2 the provisions of this law shall apply to the stock companies or limited liability, formed under the provisions of cap. 3 of law No. 15/1990 and companies set up by the Association of commercial companies with sole shareholder, according to state law. 31/1990, hereinafter referred to as the company, and some 1900 that will transform, through decisions of government companies.


Article 3 the privatisation of companies is accomplished by the transfer of a portion of the free actions of the State and through the sale of the shares remaining after transfer, under the present law.
Also, some parts of the company's assets and liabilities may be disposed of in the form of direct sale of assets under the conditions provided by law.
Free transfer takes place on the path of the distribution of certificates of ownership.
Are certificates of ownership shares in private companies of financial nature, known as Funds of Private property.
Holders of certificates of ownership shall be entitled, under the conditions provided by law, to opt for: (a) the sale of certificates of ownership);
  

(b) certificates of ownership change) in action, based on market conditions, to any company to be privatized, whenever, in a period not exceeding five years from the date of entry into force of the present law;
  

c) transformation property certificates, remaining at the end of the five-year period, the shares in the funds of Private property, after organizing the company type mutual fund.
  

Managing and selling of the shares owned by the State shall be achieved by means of a public institution, with a commercial and financial nature, called the State property Fund.
The protection of holders of certificates of ownership to employees and members of management companies, within the privatization process and the conditions for the participation of foreign investors is carried out according to the present law.


Chapter 2 setting up and organizing Private Property Funds Article 4 shall establish five Funds of Private property, joint-stock companies.
Status of Private Property Funds is proposed by the Government and approved by Parliament.
The status of each Fund of Private property will regulating the rights and obligations of the Fund and the mode of organisation and functioning.


Article 5 Private ownership Funds hold a total of initially, 30% of the share capital of companies organized under the cap. 3 of law No. 15/90, with the exception of the social capital of commercial companies are privatising under cap. 5 of this law.
The distribution of 30% of the share capital of companies between the five Funds of Private property will be made by the National Agency for privatization.


Article 6 the funds of Private property, as shareholders in companies, exercise in our dealings with all rights and obligations under the law.


Article 7 Private Property Funds meet the following main objectives: to) issue certificates of ownership as provided by law;
  

b) maximization of profits payable to holders of certificates of ownership;
  

(c) it shall examine and determine ways) to use the property to obtain the certificates of shares of companies;
  

d) brockeraj services, in order to change ownership certificates that they have issued, in action, on the basis of market conditions;
  

e) stock portfolio and restructures performs new investments, in order to maximise the value of the property market;
  

f) acceleration of measures initiated privatization of companies subordinated to each, including through the sale of shares, whether they belong to the State property Fund, and shall inform the Fund about the measures.
  


Article 8 each Fund of Private property will be led by a Board of directors consisting of 7 members.
Members of the first Board of Directors and the Auditors ' first you each Fund will be proposed by the Government, recommended by the economic committees of the Assembly of Deputies and the Senate and approved by the two chambers, separated, for a term of five years.
Members of the first Board of Directors and the Auditors ' first you each Fund of Private property shall be elected from among persons with experience in legal, financial, commercial or industrial use.
Members of the first Board of Directors and the Auditors ' first you each Fund of Private property can be cancel by the authority which appointed them.
A person may belong to only the Board of Directors of a single Fund of Private property and cannot be a member of the Board of Directors of any company allotted to the Fund concerned.


Article 9 the Board of Directors of each Fund of Private property, choose from all of its members, a Chairman and a Vice-Chairman.


Article 10 Private ownership Funds operate and take decisions on commercial principles, with due regard to the statutes approved of each Fund.


Article 11 each Fund of Private property and profit revenues made use, in the proportions fixed by the Board or the Management Board, for the following purposes: (a) the distribution of dividends)-holders of certificates of ownership;
  

b) deposits in interest-bearing accounts;
  

c) cover all expenditure necessary officials and any other commercial operations in connection with the subject.
  


Article 12 the Board of Directors of each of the Private property Fund approves the annual activity report, to be published in the Official Gazette of Romania.
The annual report will include the measures undertaken by the funds of Private property for the purpose of the privatization process.
The results of each Fund of Private property will be made known to the public through the mass media.


Article 13 the Board of Directors of each of the Private property Fund approve the balance sheet and the profit and loss account.


Article 14 Private Property Funds will operate as a joint stock trading company, under the conditions laid down by this law and by the law nr. 31/1990 on the companies, but for a period of five years from the date of entry into force of this law.
After expiry of the period referred to in paragraph 1. 1, the funds of Private property shall be held, by operation of law, in company stock, the type of mutual fund.
Persons who, on the date of organization of the companies referred to in paragraph 1. 2, hold certificates of ownership become shareholders of such firms. Certificates of ownership turns into shares in those companies, and shareholders will decide on how to vote, which may be exercised directly, through purchase or by correspondence.


Article 15 each Fund of Private property issue, as stipulated by the law, equally free, all Romanian citizens, resident in Romania, who have reached 18 years until 31 December 1990, a certificate of ownership title to the wearer, with a nominal value of the ratio of each Fund's capital of Private property and the number of citizens who are entitled to certificates of ownership.
The certificates property represents a participation of indiviză Romanian citizens to Private property.


Article 16 the list of Romanian citizens who are entitled to receive property certificates shall be drawn up by the National Agency for privatization, together with the prefectures and the municipality of Bucharest, in collaboration with the Ministry of the Interior.


Article 17 National Agency for privatization property certificates distributed with the support of the local public administration bodies.

Distribution of certificates of ownership shall be carried out in compliance with the conditions laid down by the National Agency for privatization at the time and place announced by the Official Gazette of Romania and through the mass media.


Article 18 certificates of uncollected property within 180 days from the date announced by the National Agency for privatization shall be cancelled by the Funds of Private property.


Article 19 Certificates of ownership will be dealt on the Exchange, as stipulated by the law on the Organization and functioning of the stock.


Article 20 property Certificates may be used for the change in the shares of the company, in compliance with the procedures established by the Board of Directors of each Fund of Private property.


Article 21 the holders of certificates of ownership have the following rights: to receive annual dividends) will be paid under the conditions and by the dates established by the Fund of Private property;
  

(b) propose actions) to improve the specific activity of each Fund, triggering financial control by censors or solicit, motivated, replacing members of the Board of Directors, provided that the proposals to be raised by the holders of at least 10,000 certified property;
  

c) to buy shares of companies that are put up for sale by the State property Fund, in a limited period, prior to any public sales of shares, with a 10% reduction compared with the public offer price, within a period of five years from the date of entry into force of this law, within the limits of the market value of the certificates;
  

d) to obtain from the funds of Private ownership service brockeraj for changing certificates of ownership shares in the market at any company offered for privatization;
  

(e) any other charges) regulations for shareholders.
  


Article 22 certificates of property cannot be disposed of by individuals or legal entities.


Chapter 3 the establishment and organization of the State property Fund in article 23 shall be established by the State Property Fund, a public institution with legal personality, the commercial and financial nature.


Article 24 the State property Fund owns 70% of the initial capital of companies organized under the cap. 3 of law No. 15/90, with the exception of the social capital of commercial companies are privatising under cap. 5 of this law.


Article 25 the State property Fund, as a shareholder, exercise in respect of companies all rights and obligations entailed in this quality, according to the law.
To this end, the State property Fund has the following obligations: a) take measures to reduce the State participation in the share capital of the company up to full privatization;
  

b) defines minimum performance criteria for companies, and dividend policy on the use of what is appropriate;
  

c) takes steps to restructure and rehabilitate companies or, where appropriate, for the liquidation of unprofitable companies;
  

d) participate in the implementation of measures initiated by Private Property Funds to accelerate the privatization process;
  

e) meets along with the funds of Private property, duties payable, according to the law, the general meeting of shareholders.
  


Article 26 State property Fund operates and makes decisions on the basis of commercial principles.
The revenue of the State property Fund will be used in the proportions fixed by the Board of Directors, for submission to:) in interest-bearing accounts;
  

b) investment required upgrading, rehabilitation and restructuring of companies, without those investments to increase the proportion of State participation in the capital;
  

c) granting credits to natural persons or legal entities, private capital, for the acquisition of shares or assets of the company;
  

d) financing expenditure relating to the preparation and carrying out privatization of companies;
  

(e) any other commercial operations) in connection with the activity of the State property Fund.
  


Article 27 the State property Fund, the duties incumbent on him under the law, you must: (a) to keep records), in compliance with the standards established for companies;
  

(b) to submit any disputes) resulting from its activity to the competent courts; through commercial contracts concluded with foreign partners may agree that any disputes be resolved about arbitration in the country or abroad, or by the courts.
  

The State property Fund, for all activity carried out, will not benefit from immunity from jurisdiction or execution.


Article 28 the State property Fund is obliged to draw up annually a privatization program for the next year and a report on the work done in the last 12 months.
The program will include proposals for the privatization of at least 10% of the shares held.
Program and activity report must be submitted, for information purposes, Government and Parliament for approval.
The report by the State property Fund and the profit and loss account shall be published in the Official Gazette of Romania, as well as in the mass media.
At the expiration of seven years from the commencement of the State Property Fund, on the basis of the report presented to Parliament, it shall decide, depending on the situation the existence at that time, the State property Fund and the procedures to be followed, for the purpose of administering the State companies.


Article 29 the Fund of State property law, cease the activity on fully to achieve privatization of companies with state capital.
Assets owned by the State property Fund at the time of termination is made at the Central Government's budget revenue.
The budget of the central State Administration takes over the financial obligations of the State property Fund at the date of its termination.


Article 30 the State property Fund will be run by a Board of Directors composed of 17 members.
The Board of Directors shall consist of: (a) 5 members nominated by) the President of Romania between personalities with training and experience in the field of legal, financial, commercial or industrial use;
  

b) 3 members appointed by the standing Bureau of the Senate;
  

c) 3 members appointed by the permanent Bureau of the Assembly of Deputies;
  

d) 5 members appointed by the Government of leading cadres of the organs of public administration;
  

e) Secretary of State for privatisation.
  


Article 31 Board members will be appointed for a period of five years and may be re-elected for one term.
Board members may be to cancel the authority which appointed them.
The Board of Directors shall elect from among its members a Chairman and a Vice-Chairman. Secretary of State for privatization cannot occupy any of these functions.
Meetings of the Board of Directors will be led by the President or, in its absence, by the Vice-President.


Article 32 the censors State property Fund shall be appointed and shall revoke the permanent offices of the two chambers of Parliament, at the proposal of the Ministry of economy and finance.


Article 33 the rules of organization and functioning of the Fund of State property shall be drawn up by the Board of Directors and approved by the Government.


Article 34 Board of directors working for the presence of at least 12 of its members and valid decisions if 3/4 of the votes of those present.


Article 35 the Board of Directors will meet in sessions at least once a month.
The Board of Directors may convene extraordinary meetings by the President or at the request of at least 5 of its members.
Meetings of the Board of Directors shall be convened in writing at least five days before the date fixed for the convening thereof, and will be accompanied by the agenda.


Article 36 Board Chairman brings to fruition the decisions of the Board of Directors and, to this end, exercise the following main tasks: to sign or approve) the conclusion of contracts by the State property Fund, according to the object or activity;
  

b approve payment) transactions and receipts on behalf of the State property Fund;
  

c) appoint and revoke the State property Fund managers;
  

d) hires and represents the State property Fund in dealing with individuals or legal entities, as well as in judicial courts;
  

e) submits annually to the privatization program, the revenue and expenditure budget, activity report and the report on the implementation of the budget, prepared in accordance with art. 28, the Board of Directors for approval.
  


Article 37 the current activity of the State property Fund is headed by a Chief Executive Officer, appointed by the President of the Board of Directors, with the approval of the Board of Directors.

Chairman of the Board of Directors may delegate to the Executive Director-general the right to hire and to represent the State property Fund in dealing with individuals or legal entities, as well as in judicial courts.
Chief Executive Officer operates under the supervision of the President of the Board of Directors.


Article 38 the State property Fund, throughout the duration of the activity is exempt from paying corporation tax and prohibiting any vărsămînt by the Central Administration of the State budget or local budgets.


Chapter 4 special provisions concerning general meetings and boards of companies Article 39 General Assembly of shareholders of the company shall consist of representatives of the State property Fund and the Fund of Private property to which the company is arondata.
Proxies for the State Councils will continue their activity and will represent the State property Fund at the first general meeting of shareholders.
Conditions of appointment, revocation, resignation and remuneration of State property Fund representatives in the general meeting of shareholders shall be determined by the rules of organization and functioning of the State property Fund.


Article 40 the general meeting of shareholders appoints the Board of Directors, composed of 3-9 people, one of which is President of the Board of Directors and managing director or director of the company.
Private Property Fund has the right to appoint the Board of Directors of a number of members in proportion to the share of equity owned by that company.


Article 41 the provisions of art. and article 39. 40 shall apply to companies as long as they only shareholders Fund of State property and one or more of the funds of Private property.


Chapter 5 Privatization initiated before the organisation of funds Article 42 for the privatisation of companies through the sale of shares before the funds of Private property and State property fund it empowers National Agency for privatization.
National Agency for privatization, at the initiative of companies with state capital on the basis of recommendations made by the ministries, selecting companies for privatisation, but not more than 0.5% of the total number of companies covered by this law.


Article 43 capital Valuation and sale of shares in the companies before the organisation of funds authorized by the State Councils of the proxies.
Where buy shares offered for sale prior to the organisation of funds, employees and members of management companies shall enjoy the rights provided for in art. 48. Article 44 companies that are privatising through sale of shares before the Fund may conclude contracts with the assistance of the Romanian or foreign firms, in terms of competitiveness.
Specialized assistance contract signed with foreign companies is done in agreement with the National Agency for privatization.


Article 45 the amounts arising from the sale of shares of companies before the funds will be deposited in an interest bearing account at the National Bank of Romania.
The amounts referred to in paragraph 1. 1 the proportion of 70% of the State Property Fund and 30% Private ownership Funds, on an equal basis, from the date of their organization.


Chapter 6 sale of shares in the company Article 46 Shares of companies owned by the funds of Private property and State property Fund may be sold to individuals or juridical persons Romanian times, by: a) offers the public sale of shares;
  

(b) sales of shares) on the basis of open tender or auction with preselectionati;
  

(c) sale of shares through) direct negotiation;
  

d) any combination of the above procedures.
  


Article 47 Employees of companies and their management members may participate in the purchase of shares through any of the procedures referred to in article 1. 46. Article 48 companies Shares put up for sale by the State property Fund, on the basis of the offer for sale by public auction-based, will be offered for purchasing employees and members of the leadership of these companies, under preferential conditions, as follows: (a)) where a sale of shares through a public offer, employees and members of management have the right to buy in a limited period, up to 10% of the shares put up for sale, with a reduction of 10% over the price of the public offer;
  

b) where a sale of shares through the auction, any employee or Board Member, or association thereof shall have the right to purchase preferred shares, the book offers a price no more than 10% less than the highest price offered in the auction and comply with other terms of the offer.
  

Under equal conditions with other potential buyers, the shares of companies put up for sale by direct negotiation of the State property Fund will be awarded to employees and members of the leadership of these companies.


Article 49 the State property Fund may grant, under the conditions fixed by the Board or the Board and commercial principles, employees and members of management, as well as pensioners, who buy shares in the companies, as follows: (a));
  

b payment;)
  

c payment in installments);
  

d) other facilities, taking into account the specificity of concrete actions and conditions for carrying out the sale.
  


Article 50 sale of shares to the State property Fund shall be carried out in compliance with the procedures laid down in article 21. 46. The sale referred to in paragraph 1. 1 shall be made only with the approval of the National Agency for privatization, whether through the sale of State property Fund loses the status of a shareholder that owns within the control of that company.
In order to obtain approval, the State property Fund is required to submit, in writing, to the National Agency for privatization, before making the sale, the main conditions.
National Agency for privatization is required to approve or, if necessary, to reject the proposal for sale within a period of 30 days following receipt thereof.


Article 51 where individuals or juridical persons Romanian times, will opt to purchase 100% shares of a company, State property Fund will Fund Private property, delegate from arondata, which is the right to negotiate on behalf of, the conditions of sale.


Article 52 conditions for organizing and conducting sales of shares, for the presentation of proposals for sale, as well as the criteria on the basis of which the National Agency for privatization will endorse or, where appropriate, will reject proposals for sale to be determined by guidelines developed by the National Agency for privatization and approved by decision of the Government.
Detailed rules shall be published in the Official Gazette of Romania.


Chapter 7 sale of assets of companies Article 53 companies that hold assets representing units that can be organized and can work independently have the right to sell their such assets.


Article 54 the selling of assets referred to in art. 53 shall be carried out on the basis of a public tender or auction in the envelope with the award at the highest price.


Article 55 sale of assets of companies on the basis of open tender or auction in the envelope shall be carried out in compliance with legal provisions and the detailed procedures developed by the National Agency for privatization and approved by decision of the Government. Detailed rules shall be published in the Official Gazette of Romania.


Article 56 National privatisation Agency has an obligation to draw up, within three months, a list of assets of the companies, which will be put up for sale during the first 12 months after the date of entry into force of this law.


Article 57 for the purchase of assets of companies can participate in person or juridical persons Romanian times, according to the provisions of this Act.
People who buy assets under the present law, shall not be entitled to them, let them sell their lease or transfer in any other way use them for a period of one year after the conclusion of the contract of sale and purchase.


Article 58 of the autonomous public institutions, administrations and companies with sole State shareholder does not have the right to participate in the purchase of assets. 53 of this law.


Article 59 The retail assets of companies, pursuant to art. 54, have the right to participate and their employees, with the exception of members of the management company vînzătoare, as well as retirees who had last employed at that company.
In the event that offers equal conditions of purchase with other participants, the sale shall be made in favour of employees, pensioners who had last employed at that company or the Romanian citizens who use these assets in property contracts.


Article 60


Vînzătoare companies, with the approval of the National Agency for Privatization, Private property and the State property Fund, under the conditions laid down by their administrative councils, may grant facilities on commercial principles, employees within the company vînzătoare and pensioners, where buy assets, as follows: (a));
  

b payment;)
  

c payment in installments);
  

d) other facilities, taking into account the specificity of the assets sold.
  


Article 61 the procedure for sale of the assets of the company will be considered final on the closing date, in accordance with the law, the contract of sale and purchase.


Article 62 the amounts arising from the sale of assets will be used by the company only in respect of: (a) the making of new investments);
  

(b) reimbursement of debts incurred) of loans in the medium term and long-term investment.
  


Chapter 8 duties of the National Agency for privatization Article 63 National Agency for privatization of the governmental body responsible for coordination, guidance and supervision of the privatization process.


Article 64 National privatisation Agency performs the following duties: a) on the basis of the framework statute, proposes to the Government Funds Private property statutes;
  

b) published in the Official Gazette of Romania the methodology of distributing certificates of ownership;
  

c) lists of Romanian citizens who are entitled to receive certificates of ownership;
  

d) ensure distribution of certificates of ownership;
  

e) establishes the criteria relating to privatizations carried out before before the Organization initiated the funds;
  

f) approve contracts for specialized assistance with foreign consultancy firms;
  

g) approve sales of shares of companies initiated before the funds;
  

h) propose to the Government the detailed rules on the conditions for organizing and conducting sales of shares and assets;
  

I) provide specialized assistance to companies involved in the privatisation process;
  

j controlling the legality of legal acts) completed in accordance with this law;
  

k) edits periodically a newsletter;
  

It performs any other duties) as provided by law. In order to accomplish the duties incumbent on National Agency for privatization shall be entitled to request data and information from local and central bodies of public administration, as well as from companies.
  

The organs of Central and local public administration bodies, as well as companies are obliged to respond to the requests of the National Agency for privatization within a maximum period of 20 days.


Chapter 9 Penalties Article 65 subject to the rules relating to Constitute privatization following facts, if they are not committed in such circumstances that, according to the criminal law, to constitute the offence: a) alienation through live acts between certificates of ownership, in contravention of the provisions of art. 22;
  

(b) selling or transferring) by individuals or legal entities, Romanian or foreign, acquired rights over the assets sold by the companies before the expiry of one year from the date of conclusion of the contract of sale and purchase;
  

c) assistance contracts with foreign firms for privatization before the organisation of funds, without the approval of the National Agency for Privatization;
  

(d) disclosure by employees) National Agency for privatization or companies, as well as any other people involved in the process of privatization, any information that is not intended for advertising in connection with the sale of shares or assets of the company.
  


Article 66 Offences referred to in articles. 65 of this law shall be imposed as follows: (a) point (b)). a), b) and (c)), with a fine of from 50 to 100 thousand lei thousand lei;
  

b) the referred. d) with fine from 200 to 150 thousand lei thousand lei.
  

The penalty may be applied to legal persons.


Article 67 Finding contraventions and penalties are carried out by authorized personnel of the National Agency for privatization and financial control bodies.


Article 68 Offences provided for in this law shall be subject to the provisions of law No. 32/68 on the establishment and sanctioning violations.


Chapter 10 final provisions Article 69 members of the Board of Directors of the Funds of Private property and the State property Fund, their employees, and those of the National Agency for privatization, and Government members, lawmakers and officials involved in the country's application of this law, are required to declare their wealth at the start and at the conclusion of their mandate or function.


Article 70 Funds of Private property and State property Fund may be established, under the conditions provided by law, companies that have as object of activity to promote or accelerate the processes of economic restructuring and privatization.


Article 71 Funds of Private property and State property Fund have the right to enter into contracts with natural persons or legal entities, Romanian or foreign, specialized assistance services in the field of privatization and economic restructuring.


Article 72 individuals or foreign legal entities may participate, subject to the conditions provided for in this law, the operations of purchase of shares or assets of the company, without having the obligation to register in advance at the Romanian Agency for development. In a situation where individuals or legal entities or foreign buy assets of the company, in compliance with the present law, the Romanian Development Agency has the obligation of issuing the certificate referred to in article investor. 24 of law No. 35/1991.


Article 73 within 6 months from the date of entry into force of the present law, the Government will submit the draft law on organisation and functioning of the stock.


The provisions of article 74 of this law shall apply to the sale of shares in limited liability companies.


Article 75 the share capital of companies which relates to the shares issued under the conditions laid down in articles 81 and 82. 36 of law No. 18/1991 on Land Fund, shall be excluded from the distribution of the Funds capital subject to Private property and State property Fund.


Within the meaning of article 76 of this law, by the members of the management company shall mean representatives of Private property and Funds of the Fund of State property in the General meetings of shareholders, the members of the Board of Directors and Steering Committee members or their asimilaţii.


Article 77 Repairs the goods taken back by the State improperly shall regulate by means of a special law.


Article 78 the premises of Private ownership Funds will be distributed in the territory according to the criteria of assignation of companies from each Fund.


Article 79 on the date of entry into force of the present law, art. 23 para. 2-8 of the law No. 15/1990 on the reorganization of State-owned economic units as 1900 and companies, as well as any other provisions to the contrary are hereby repealed.
This law was adopted by the Senate at its meeting on 31 July 1991.
p. SENATE PRESIDENT VASILE MOIŞ this law was adopted by the Assembly of deputies at its meeting on 31 July 1991.
p. ROMAN ASSEMBLY of DEPUTIES PRESIDENT IDRIS pursuant to article 4. 82 lit. m) of Decree-Law No. 92/1990 for the election of the Parliament and the President of Romania, privatization of companies Law promulgăm and we have its publication in the Official Gazette of Romania.
ROMANIAN PRESIDENT ION ILIESCU — — — — — — — — — — — — — — — — — —