LAW No. 52 of 7 July 1994 on securities and stock exchanges published in PARLIAMENT ISSUING the OFFICIAL GAZETTE NR. 210 of 11 august 1994, the Romanian Parliament adopts this law.
Chapter 1 General provisions Article 1 this law regulates the status of the National Securities Commission, the establishment and functioning of securities markets with institutions and operations specific to these markets, with the aim of mobilizing savings and financial availability through appropriate securities in terms of investor protection.
Article 2 for the purposes of this Act, the words and expressions below have the following meanings: a) securities are negotiable instruments issued in physical form or highlighted by the entries in the account, which gives their patrimonial rights holders on the issuer, according to the law and the specific conditions of their broadcast. Securities may be shares, bonds, and derivatives or any other debt securities, framed by National Commission of securities in this category;
b) investor is any person on your own buy, hold and sell securities without mediation practice as trade;
c) significant shareholder is any person, and the only times through or jointly and in conjunction with others, owns or is the owner of shares or other securities realizing right to shares which, combined, would represent at least 5% of the issued share capital of the issuer, either he would give at least 5% of the total voting rights in the General Assembly of the issuer;
d) control position is any participation in the capital that confers on its holder or holders, operating within in concert, at least one third of the total voting rights in the general meeting of the issuer, be it single, either together with the votes that could be obtained by the holder or holders of such participations, operating within the collaboration, through the conversion of convertible bonds or by exercise of the rights attaching to other titles subscribed by the issuer and the holder of such participations belonging to the capital or its respective owners operating within in concert;
e) majority position is any participation in the capital that confers on its holder or holders, operating within in concert, more than half of the total voting rights referred to in subparagraph (a). d) or voting rights sufficient to elect and remove a majority of the members of the Management Board of the issuer;
f) is a takeover transaction or series of transactions in securities giving the person or group of persons concerned by such titles acquired, single fold along with those already owned, a 10-times controlled the majority in participation in the capital of the issuer;
g) the person involved is the husband or relative up to the third degree or a Bilberry up to the second degree of the person's only or together with other persons, holds a position of control as defined in (b). d), or the legal person in which such individual person only or together with other persons, holds a position of control. In the case of legal persons is deemed to be the person involved a person who holds a position of control, either directly and alone, directly or indirectly, in concert with other operating within natural or legal persons;
(h) issuing entity) is who is committed to recognizing and incorporated into the duties, in accordance with the terms of negotiable instrument under title and according to the law which governs it; It is also considered issuing a legal entity engaged in a takeover bid procedure;
I) issue is the operation by which the securities are being offered for subscription by investors ' chips;
j) public offer is made by an issuer's proposal, by investors or intermediaries to sell, to buy, to transform, to change or transfer in any other manner securities times associated broadcast rights through mass media or communicated to other horses, but under the condition of possibility of perception on the part of at least 100 persons determined in any way by the author of the proposal.
Offer to the public is the primary or secondary primary offer: 1) the transferable securities offered by the issuer to be underwritten on the date of issuance, in order to be placed on the market;
2 secondary) offer joint show, for a package of securities issued in advance and received initial private placement;
open society) is a joint stock limited company established through public subscription or a company that issued the stock of securities from which at least one category makes or has been the subject of a public bid regularly promoted;
l) securities brokerage is an activity performed by persons authorised by law, developing the buying and/or selling of securities or their related rights times deriving therefrom, as well as accessories or related operations authorized by the National Securities Commission;
m) securities intermediaries is the legal person legally authorized by the National Securities Commission to pursue the intermediation of securities on a professional basis, that fact, either on own account (dealer), or for the account of third parties (broker);
n) securities agent is a person legally authorized physics that, as exclusive representative of operating within a company's securities sale orders, execute and/or purchase of securities under the name and on account of that company;
a guaranteed contract) placement is concluded with a legally authorized intermediary through which it undertakes to subscribe to or to purchase a quantity of securities in order to place them on the securities market, with the obligation to take on their own all the securities which were not placed under the terms of the contract;
p) stock market is an institution with legal personality thanks to the public, through the activity of authorized intermediaries, systems, mechanisms and procedures suitable for carrying out continuous, orderly, transparent and fair transactions in securities and which constitute formal and organized market for the negotiation of securities officially listed, offering savings invested in them moral and financial security guarantee by measuring the continuous liquidity of these securities;
q) confidential information is information of any kind relating to an issuer or any of the securities issued by it, or inaccessible to the public have become public yet and the disclosure of which could affect the price or other aspects of transactions in securities of the issuer or of the associated companies of the times in which the issuer owns the majority position;
r) privileged information is information of any kind relating to an issuer or any of the securities issued by it which are not public knowledge and are likely to affect a reasonable investor's decision, people started being kept not to divulge them nor exploit directly or indirectly, personally or through interpusi.
Terms and phrases that are the subject of paragraph 1. 1 have the meaning assigned to them by this paragraph whenever they are used in the provisions, when those provisions relate to the powers, duties or acts of public authorities, at times the obligations of information and publicity, shemes times approval or waiver concerning investors, agents or intermediaries subject to this Act, at markets, or transactions with securities covered controlled or supervised only the intermediaries and issuers, or investors in securities markets circulind's also times forming the subject of such transactions.
In case of doubt, the qualification of a person, institution, situations, information, operations, or of a negotiable instrument law measure times with respect to the inclusion in or the exclusion from the scope of the terms and expressions with the meaning established in paragraph 2. 1, in order to determine the incidence of this law shall be effected by the National Securities Commission, ex officio or at the request of the data subject.
Any disputes relating to any of the qualifications specified in paragraph 2. 3 it is for the courts of appeal, which shall decide by a final decision.
Article 3 issuance of bonds and other securities of their nature by the State, County, city, village and the authorities of Central and local public administration bodies, is not subject to the provisions of this law. Placement of these securities falls within the scope of the law in so far as it is carried out by intermediaries subject to its provisions.
Transferable securities issued by companies incorporated in Member States which operate according to law. 31/1990, even if such companies are subject to special legal regimes in consideration of their object, any of the provisions of this law if and only when the shares, bonds and other securities conferring the right to these companies are or have been the subject of a takeover bid. 2 (2). and (b). j).
Certificates of ownership issued by the Private Property Funds can be traded on stock exchanges by order of sale or purchase, and may be offered or requested for Exchange with other investments in the stock market, which was officially listed law any stock exchanges through the fact and the date of registration of the Private Property Funds to issue documents to the Office of the register of Securities.
Article 4 the administration of this Act and its implementation as well as monitoring and control of compliance with its provisions are entrusted to the National Commission for securities, invested to that end with regulatory powers, decision-making, authorization, waiver, estoppel, intervention, investigation and disciplinary and administrative sanctions under the conditions, modalities and limits set by the provisions.
Chapter 2 National Securities Commission in article 5 of this law shall establish the National Securities Commission, the autonomous administrative authority with legal personality.
The authority of the National Commission for securities shall be exercised over the entire territory of Romania.
The headquarters of the National Commission for securities (Cnvm) is in the municipality of Bucharest.
National Securities Commission can open representative offices in any other locality in Romania.
Article 6 National Securities Commission has as its mission: to promote the proper) functioning of the securities market;
b) to ensure the protection of investors against unfair, abusive and deceptive practices;
c) to accomplish the information of holders of securities, and the public on the people who make the call to the monetary savings and the securities issued by them;
d) to fix the intermediaries and securities agents, professional associations set up by them and the bodies responsible for securing officials of the securities market.
Article 7 the expenses relating to the establishment, organization and functioning of the National Commission for securities, as well as those necessary to furnish the original of the stock exchanges on which they set up are financed from the State budget.
The National Commission for securities of its subsidiaries and the stock exchanges on which they set up Government and, where appropriate, through its available, local public administration authorities shall assign the administration of the National Commission for securities real estate (land and buildings) in the public domain from the national or local level, as appropriate, within 60 days of the request of the National Commission for securities (cnvm).
Any duties, taxes and fines determined by law and levied or imposed by the National Securities Commission, and those set and charged they are come from the State budget.
Article 8 National Securities Commission is composed of 5 members, including the Chairman and Vice-Chairman. They are appointed and can be cancel by Parliament, sitting in the commune.
Appointment of the members of the National Commission for securities is made on the list of proposed Township Committee on privatization and the Committee on budget and Finance of the Senate and the Committee on economic policy, reform and privatization and the Committee on budget, finance and banks of the Chamber of Deputies.
Article 9 duration of the term of Office of a member of the National Commission for securities (Cnvm) is 5 years, every Member may be reinvested once.
The first members of the National Securities Commission will be appointed for mandates with different lengths, so that the term of Office to expire each year. The President will be appointed for a term of 5 years and Deputy Chairman for a term of 4 years. Members whose mandates have lapsed shall remain in Office until the appointment of their successors.
In case of impossibility to exercise final by one of the members, parliamentary committees referred to in article 1. 8 para. 2 person will propose to be named by Parliament, for the duration of the remaining term of Office.
Considering the impossibility of exercising the mandate of any circumstance that creates a indisponibilizare with a period of 90 consecutive days.
Article 10 the members of the National Commission for securities shall be Romanian citizens domiciled in Romania, at least 35 years old, with a good reputation and professional training in the areas of economic, financial, banking or legal, having a length of not less than 5 years specialist.
Members of the National Commission for securities (cnvm): a) may not be spouses and any relatives within the meaning of art. 2 (2). and (b). g) of this law, with the Romanian President, the Presidents of the Chambers of the Parliament, members of the Government, the Governor of the National Bank of Romania and cannot be inrudi among them;
b) cannot be members of any political party;
c) may not exercise any other function, public or private employment, except those of academics;
d) cannot be members of the boards of legal persons, subjects of supervision of the National Commission for securities or the National Bank of Romania, significant shareholders or such legal persons, as defined in article 1. 2 (2). and (b). (c) of this law);
e) must not have been declared bankrupt;
f) should not have a criminal record.
Membership of the National Securities Commission will cease in the following situations: a) on the expiry of the period for which it is named;
c) through Parliament rescinding;
d) to a incompatibilities or impediment of those referred to in paragraph 1. 2(a) a)-(f));
replacement), in accordance with article. 9 para. 3. the members of the National Commission for securities are obliged to notify immediately in writing of any Parliament appearance situations of incompatibility laid down in article 21. 10 para. 2. pending the decision of the Parliament of the Member of the National Commission for securities is suspended by operation of law.
Article 11 Chairman of the representative of the National Commission for securities as an autonomous administrative authority and as a legal person governed by public law.
In the event of temporary impossibility by the absence of the President, or other legal indisponibilizare, the representation of National Securities Commission returns its Vice-President.
National Securities Commission quorum in the presence of at least three of its members, including the Chairman, or, in its absence, the Vice-President.
Decisions shall be adopted by a majority vote of the members present. In the event of a tie, the vote of the President or, in its absence, the Vice President is decisive. The judgement is adopted is mandatory for all members of the National Commission for securities, the members who voted against and those who are absent can keep a separate opinion in the minutes of the meeting in question.
Article 12 in the exercise of his powers, the National Securities Commission will work with public authorities to ensure the protection of investors in securities and to the transparency of the securities market.
National Securities Commission may cooperate with foreign institutions which have as their object the regulation or supervision of securities markets and may participate in international organizations.
Article 13 for its task set out in article 3. 6, National Securities Commission exercise the prerogatives with which it is vested in article 11. 4 by adopting rules, issuing individual acts and disposition measures under the signature of the President, after deliberation in the meetings held under art. 11(2). 3 and 4.
National Securities Commission adopt rules through regulations and instructions which are implemented by order of the President. Individual acts are decisions, ordinances, atestarile and notices.
National Securities Commission shall adopt its regulations through organizational structure (organisational structure), the tasks of management and performance of the staff.
Article 14 Regulations shall lay down detailed rules concerning: a) Organization and operation of stock exchanges and other securities markets;
b) authorization and operation of collective bodies investing transferable securities and placement, as well as companies which it manages;
c) Organization and operation of the systems of collective securities storage;
d) record Office operation of securities;
e) authorization and pursuit of intermediation of securities;
f) independent external auditor activity and investment consultants;
g) and promotion of public tenders of securities;
h) approval and amended stock operations;
I the operation of the compensation offices) and the settlement of transactions in securities; approval and amendment of regulations thereof;
(j) any other bodies) and specific operations of the regulated securities markets, controlled, supervised times according to the law, by the National Securities Commission.
Instructions fixed rules regarding the establishment and the): operation of professional associations of intermediaries for securities and of securities;
b) situations, the data and information communicated to the National Securities Commission and published for the information of the public by issuers, holders of securities and securities intermediaries, keeping today's procedures, the cases and terms of publication and/or communication;
c) confidential information and arrangements of privileged information;
(d) significant shareholders) transactions and implicind transactions with securities;
e) control positions and transfer of majority positions;
f) that can be granted dispensations from the National Securities Commission;
g) any other record-keeping obligations, reporting or advertise that they would establish law to protect investors.
National Securities Commission may adopt any other rules that you would consider necessary in the application of laws.
Article 15 decisions are acts whereby National Securities Commission establish institutions and bodies or dissolve them, grant or revoke an authorization, cancel times confirm acts of its agents, grant dispensations, delegate its powers to approve withdrawing times, regulations of the institutions and bodies of the securities market.
Ordinances are acts whereby the National Securities Commission gives provisions regarding the production of documents, and information, hearings, impose a prohibition or suspension of licences fold activities, features, or other inquiries, investigations, such as lifting interim protective measures and the submission of documents or the unavailability of titles of property or funds, impose sanctions for disciplinary or administrative action.
Atestarile are acts whereby the National Securities Commission advises the public offer prospectus, confirm times recognizes situations or qualities, reports times data and information communications.
Opinions are acts whereby the National Securities Commission will formulate answers to questions relating to the official enforcement of the rules and regulations of the time give qualifications pursuant to art. 2 (2). 3. Article 16 National Securities Commission may delegate some of his agents or to institutions or bodies of the securities market in one or more of the powers vested by law.
The delegation of power referred to in the preceding paragraph shall designate the person holding, powers and laws by which it will pursue, the measures to be taken and the duration of the delegation. The delegation of power may not have as their object the adoption of standards, but individual acts issued on behalf of the National Commission for securities (cnvm).
Individual acts and measures provided in the exercise of delegation of power can be challenged before the National Commission on securities, which may confirm, amend and cancel the hearing officer if the person invested and appreciates, those to whom such laws apply to them. National Securities Commission may order, upon request or ex officio, the suspension of laws and measures taken in pursuit of that delegation of power.
Withdrawal of delegation of power is done by the National Commission for securities with only hearing the person to whom it was granted.
Article 17 Regulations and instructions adopted by the National Securities Commission, as its individual acts can be challenged for offense in front of courts of appeal. The plea of illegality may be raised at any phase of worldwide judgment, the Court or the appeal, suspended worldwide judgment and sending the exception to the jurisdiction of the Court of appeal, which shall decide by a final decision, following the procedure of the law on administrative courts.
Article 18 National Securities Commission has legitimate trial and can intervene in any process on the individual acts adopted or issued by it, without the obligation to prove an interest.
Article 19 acts of National Securities Commission are official records and strength of probanta records, their content may be contradicted only by the inclusion of the false.
National Securities Commission will edit and publish periodically a newsletter with the rules adopted by it and the situation of their application, will publish the press releases and about the situation of the securities markets in terms of institutions and bodies, of the issuers, holders, intermediaries and operations.
Access to documents held by the National Commission for securities, both those relating to situations and data on issuers, intermediaries and the holders of securities, as well as those relating to the analysis and findings of the National Commission for securities, the regime established by it.
Article 20 Members and employees of the National Commission for securities are obliged to keep strict confidentiality of any information obtained in the course of or as a result of his duties, and which has not become accessible to general public, and they are subjected to, in respect of such information, the legal regime of professional secrecy.
National Securities Commission is directly responsible for the damage caused by violation of any obligation of confidentiality or the fault of any member or employee.
Article 21 National Securities Commission will set up an Office of its own securities, which will be transmitted to all the necessary information about the securities that are subject to the provisions of this law and at their respective card issuers and all other legal entities and physical persons subjects of supervision of the National Commission for securities.
Referred to in article titles. 3 paragraphs 1 and 2. 1 and 3 will be posted to the receiving account.
Records kept by the Office of Securities are publicly available.
Securities records at the Office of Securities are excluded in the following cases: (a) liquidation of the issuer's assets) as a result of the winding-up or bankruptcy;
b) depreciation or full redemption of securities registered with the register of Securities, including when they are brought about by the merger of the issuer;
c) when National Securities Commission notice excessive concentration of ownership of securities, leading to a decrease in public interest justifying the maintenance of registration;
d) at the request of the issuer is justified;
It's serious or repeated violations) of the issuer to comply with the law or the rules adopted for its implementation, and considered to be essential for the protection of investors.
When deletion is operated for the reasons set out in (a). d) and (e)), the issuer or, if applicable, its shareholders will make a public offer to repurchase securities existing in accordance with the conditions and procedures laid down by the regulations of the National Securities Commission.
Article 22 National Securities Commission shall submit an annual report to Parliament of the latest activity, until April 30.
Parliament has always checking the activity of the National Securities Commission.
Article 23 of the rules of professional ethics of members of the National Securities Commission, the staffing or disciplinary regime and its remuneration, as well as members and staff of the National Commission for securities shall be determined by law.
Chapter 3 article 24 public offer public offer primary, defined in art. 2(a) j) point 1 of the present law may be made by the issuer or on his behalf by an authorized securities company. A secondary offer to the public, as defined in art. 2(a) j) (2), may be made by holders of such securities or on their behalf by an authorized securities company. A secondary offer to the public may be for sale, purchase and exchange of securities.
Public offering in which it is involved a securities firm can be authorized through a guaranteed placement, either through the best possible executions, in the latter case the securities firm licensed as an agent operating within the tenderer.
Public offer resulting in a dobindirea or a majority as defined in article 2. 2(a) d) and (e)), or for the purpose of an acquisition as defined in art. 2(a) f), can be performed by a licensed securities firm, operating within as the agent of the tenderer. If such offer involves shares admitted to listing on a stock exchange, it will be necessarily executed by the respective Stock Exchange.
Article 25 Any public offers of transferable securities as defined under art. 2(a) j) and regulated by the present law requires, prior to the publication of the prospectus or, where the authorization of the National Securities Commission.
At the request of the originator of the offer, the National Securities Commission may dispense with the approval of a public offer, subject to the conditions laid down in the regulations referred to in article 1. 14. 2(a) f). Public offer made without authorisation or dispense with the conditions laid down by disregarding times approval is null and void and draws for those in default of the sanctions provided for by law; the offeror will be held towards good faith partners from repetitiune and from decurgind damages from invalidity of transactions eventually concluded on the basis of such deals.
For the approval of a public offer of securities, the object of this law, or for the grant, 18(4) shall submit to the Commission a National Securities offer prospectus containing the essential elements of the transaction according to titles covered and all relevant information concerning the bidder and the securities to be offered to the public, whether such information is whether or not the subject of legal advertising , reporting or record.
The information must contain the offer prospectus shall be certified by the tenderer, who shall be responsible for the accuracy and completeness of reality, their. In the cases covered by the National Securities Commission, the information in the offer document will be approved by the external auditors of the issuer and of the securities company concerned.
The minimum content of information must contain prospectus offer for approval and for the waiver, and the presentation of their categories, according to art. 24 para. 1, shall be determined by the National Securities Commission by the rules adopted by it.
Article 27 application for authorisation is submitted waiver or accompanied by a prospectus to offer securities National Commission, which must rule on the authorization or 18(4) within 30 days of registration.
In the absence of a decision by the National Securities Commission within the time limit referred to in the preceding paragraph, the offer of securities of the application object is considered a private offer may be freely promoted.
Article 28 for the purposes of compliance with the rules concerning the content, presentation and distribution of the prospectus, the National Securities Commission may order checking today, accounts and other sources of data of the issuer, its subsidiaries of its majority shareholders, the auditor of the company securities are engaged, and of the persons concerned.
Article 29 if the authorization or the grant of the offer prospectus 18(4), recorded becomes public offers of securities, with the content and the form in which it was registered or with amendments-additions, modifications, suprimari-, possibly set by the National Securities Commission in its decision of approval, i.e. granting 18(4), following the examination of the information submitted shall, where appropriate, the times of their verification.
Through the decision authorising the granting of, respectively, the Commission National 18(4) securities will fix the final form in which the offer may be published, distributed or communicated to any interested; all through the National Commission for securities may determine the conditions, limitations or restrictions that are to be observed in the course of promoting the public offer of securities.
At the time of issue of the decision authorising the granting of, respectively, 18(4) applies final offer pursuant to the preceding paragraph Visa National Securities Commission, relating to the decision and the accompanying signature of authorized, freeing it to the originator of the offer two originals and a copy shall be recorded in the records of the National Commission for securities. The text of the public offer may not be published, communicated or otherwise distributed, nor to make the advertising object, than the accompanying Visa National Securities Commission.
The decision authorising the granting of, respectively, 18(4), referenced to the definitive text of the offer does not guarantee or is in any way the discretion of the National Securities Commission with respect to timeliness, advantages or disadvantages, or the risks they may present transactions concluded by the acceptance of the offer to the public of the decision; the decision certifies only the regularity of supply in terms of the requirements of the law or rules adopted pursuant thereto.
Any form of advertisement of the acceptance of the offer by incite public securities, made the presentation of the offer as having advantages or other decurgind qualities of decision authorizing or, where appropriate, to grant the alleged 18(4) or otherwise referred to in the preceding paragraph constitutes breach of dol through advertising that is false or abusive viciaza probate transactions as being motivated by a presentation , and the National Securities Commission may order the withdrawal of the authorisation, as appropriate, in the case of tender awarded 18(4), with the application of sanctions, whether by individuals, according to the contributory negligence of the law, the Act does not constitute infringement.
Article 30 the term of validity of the public offer of securities is that stipulated by the tenderer, but cannot be longer than 180 days, beginning to run at the date of endorsement of the National Securities Commission. In the absence of explicit mention to the contrary, the public offer of securities take effect from their date of publication.
At the request of the tenderer, the validity of the public offer of securities can be extended once for a period not exceeding 180 days from the date of expiry. National Securities Commission will approve the extension of the validity of the public offer of securities only if they have been updated with all the information included in the prospectus, and of these, financial condition, verified by an auditor, must be reported at once neprecedând expiry initially with more than 90 days.
In the event of unfavourable market conditions, the National Securities Commission may grant, in accordance with their own rules for short-term extensions, not exceeding 50 days, which benefit all bids placed during the term of validity.
A public offer of securities, produces all the effects if during the validity of his reality is kept, the accuracy and completeness of the information contained in the prospectus. On the expiry of its validity, the public offer of securities shall cease.
Article 31 National Securities Commission may order suspension of operation of the public offer, on the basis of the analysis of the circumstances of the market, considers that, temporarily, they do not allow normal transactions with securities object of supply, further undermining those good investor protection, whether either the legitimate interests of the tenderer.
National Securities Commission has revoked the decision authorising the granting of, respectively, 18(4) if the conduct of the public offer is made in contravention of the provisions of the law, regulations and instructions adopted by the National Securities Commission or failure to comply with the conditions and restrictions set limits or neobservarea via decision.
National Securities Commission may order revocation of authorisation, i.e. granting 18(4), in the following situations: a) if it considers that circumstances subsequent to decision cause fundamental changes to data elements and challenged her;
(b) the offeror shall inform the Commission) when National Securities as retracteaza offer that has not yet produced the effects under article 2(4). 30 paragraph 2. 1. the National Securities Commission will cancel the decision authorising the granting of, respectively, 18(4) if it was obtained on the basis of false information or who were misled.
Article 32 the suspension of operation of supply ' stops the flow of its validity; the lifting of the suspension or termination of the conduct of the tender shall be resumed.
Transactions concluded up to the cancellation date shall remain unaffected, except those concluded under the condition of exhaustion of supply.
Annulment of the decision of approval, i.e. granting 18(4), missing effects transactions with securities concluded up to the date of cancellation, giving place to the repetiţiunea securities, i.e. the funds received by bidders, and the application of administrative or criminal penalties, where appropriate.
Chapter 4 Intermediation of securities Article 33 placement of securities as defined in article 2. 2(a) l) of this law shall be organized, established markets and which operate in accordance with the authorization and under the supervision of the National Commission for securities.
Intermediation in securities out of regulated markets or without complying with the provisions of the regulations regarding the transparency of the market and protecting investors against fraud is void of, atragind on the parts and the intermediaries involved, sanctions provided by law.
Article 34 Intermediation of securities comprises: a) the buying and selling of securities on behalf of clients;
b) buying and selling of securities on their own account;
c) guarantee securities placement in connection with tenders primary or secondary;
d) transmitting client orders in order of their execution through other authorised intermediaries;
e) holding funds and/or securities reviews in order of execution of the orders concerning those securities;
f) administration of accounts of individual portfolios of securities;
g) keeping of funds and/or securities for the purposes of and in the course of the management of their portfolios or other purposes explicitly permitted by the regulations of the National Securities Commission;
h) granting loans to finance transactions in the limit of a ceiling set by the National Bank of Romania in consultation with the National Commission for securities (cnvm);
I) other activities of intermediation of securities provided for in the regulations issued by the National Securities Commission.
The authorization granted by the National Securities Commission of securities will include express operations it can perform.
Article 35 Intermediation of securities covered by this law shall be carried out exclusively by authorised intermediaries of the National Securities Commission, the securities firms in the legal form of joint stock companies involving the exclusive activity of intermediation in securities.
Securities firms, intermediary activity carried out by natural persons, agents or representatives, as the exclusive operating within securities agents. These individuals operate in the name and on behalf of the society from which they received orders and transactions may not engage in name or/and on my own intermediation of securities. National Securities Commission will determine the situations of incompatibility and authorisation procedures for securities agents, as well as the arrangements for and the consequences of the suspension and cancellation of permits.
Banking companies and other credit institutions subject to supervision by, National Bank of Romania may not be carried out nor can I make intermediation of securities on their own account nor on third parties. They can participate, under the present law, the securities firms who will work under the supervision of the National Commission for securities (cnvm).
National Securities Commission may authorize only the Romanian legal entities to engage in activities concerning securities intermediation in Romania, according to the present law.
Any physical person cannot engage in insurance intermediation of securities without authorization on the part of the National Commission for securities (Cnvm).
Exercise of any unauthorized activities of intermediation of securities, and any unauthorized use of the expressions "securities broker", "securities intermediary" agent, "securities" or any similar expression similar times attracts the responsibility according to the law.
Article 36 in order to obtain authorization to conduct securities brokerage of securities firms must meet the following conditions: a) to have the exclusive activity of intermediation in securities;
b) must prove a minimum of capital subscribed and paid-up in full, with the obligation to maintain a minimum net capital to be determined by the National Securities Commission, as follows: 1. for securities companies having as object the operations listed in article 7. 34 lit. a), b), d), (e)), f), (g)), the amount specified as the minimum capital the subscribed and paid-up in full;
2. for securities companies having as object the operations listed in article 7. 34 lit. a), d), (e)), half of the amount laid down in paragraph 1;
3. for all other securities firms, three times the amount specified in paragraph 1;
c) is within the risk coefficients with respect to assets, as will be set out in the regulations of the National Securities Commission;
d) at least 75% of the total assets held are recognised as assets of the securities markets, as will be defined by the regulations of the National Securities Commission;
It's not her own) or its significant shareholders of any kind, of any kind would be, in another securities firm. Members of the Board of directors or Steering Committee, as well as agents for securities in a securities firm can hold shares in another company's securities only if this is an open society and has shares listed in a listing on a stock exchange and only on condition that their individual and cumulative detinerile not exceed 5% and 20% of the issued share capital of such company securities and with the condition not to be elected as members of the leadership of such securities firms.
Whenever the National Securities Commission authorises other activities related to intermediation of securities, according to art. 34 lit. I) of this law, it will determine the minimum level of capital for such activities as appropriate.
Article 37 National Securities Commission shall not grant an authorization for the placement of securities of a company if the company has) is located in one of the stages of insolvency proceedings, as well as in the weeks leading up to it, according to law, or if the legal predecessor against was initiated such a procedure;
b) company was excluded from a stock exchange;
c) any of its significant shareholders, Board members, senior staff or agents for securities: 1. fit the situations of incompatibility; the a and b)) or hold such a position in a company that falls within the provisions of subparagraph (a). or b) to);
2. has a criminal record;
3. was sanctioned by the National Securities Commission with the prohibition of the exercise of any professional activities regulated by this Act for the period in which this prohibition remains in force.
Article 38 National Securities Commission will establish rules of conduct for securities firms and for individuals who carry out the transactions on their behalf as agents for securities brokerage.
Securities companies and their agents have an obligation to ensure the execution of customers ' orders in priority the best conditions on the market, not to compete and do not handle the execution of customers ' orders or to determine the execution of client orders in terms of price and cost less advantageous for the client than for intermediate or person involved.
Securities firms and securities agents are forbidden to carry out its functions and powers in a situation of conflict of interest between the client and the intermediary.
Contractual disputes between securities firms, as well as between them and their customers may be subject to arbitration.
Article 39 securities firms will follow uniform procedures for the registration of transactions, internal control mechanisms, as well as administrative and organizational systems established by the National accounting of securities.
Securities firms from art. 36 lit. b) item 3 will present National Commission for securities (Cnvm) their financial statements at least once a month, while securities firms referred to in article 1. 36 lit. b) points 1 and 2, at least once per quarter.
National Securities Commission may establish shorter reporting periods for specific purposes. The content and design of the periodic reports will be established by the National Securities Commission. Surveillance may be carried out also by regular inspections.
Securities firms will be subject to the prior authorisation of the National Securities Commission of any change in their mode of organisation and functioning, any reduction or increase in their capital, as well as the issuance of securities, notifying the National Commission for securities (Cnvm) the changes in the leadership of the company and the holding company's capital.
Article 40 is prohibited securities firms: a) to artificially affect the ratio between demand and supply of securities through the recording of fictitious transactions or through spin-offs strategies not based on prices actually transfer ownership of such securities;
b) making transactions on your own before being executed all orders competitive reviews for securities of the same issuer;
c) to conduct transactions on the basis of privileged information and/or confidential;
d) to conduct transactions that contravene other provisions of the regulations of the National Securities Commission.
Securities firms that sell and buy according to the provisions of article 7. 34 para. and (b). He will not be charged commissions) beyond those laid down by the National Securities Commission.
National Securities Commission may prescribe freely negotiable commissions in a maximum ceiling will not be exceeded by securities intermediaries.
Division of fees between several intermediaries will be regulated by the National Securities Commission.
Article 41 National Securities Commission will suspend authorization of the securities companies and/or agents in securities for a period of between 5 and 90 days in the event of failure to comply with the provisions of this law or the regulations of the National Commission for securities, unless the conditions are met for withdrawal or other penalties provided by law.
National Securities Commission will cancel the authorization if it has been obtained on the basis of false information or who were misled.
By cancelling the authorization of the respective securities company is dissolved. By deciding to cancel their authorisation to perform insurance intermediation of securities, National Securities Commission may prohibit the main shareholders, Board members, managers and agents for securities of that company you engage, either temporarily or on an indefinite period of mediation in securities or in any other activity subject to the provisions of this law and the regulations of the National Securities Commission.
National Securities Commission may withdraw authorization to perform specific activities or any securities broker in the following cases: a) if subsequent events creates incompatibility in obtaining authorisation to conduct securities brokerage;
b) if suspension causes have not been removed within the period of suspension or, if they were removed, their reaparitia would satisfy the conditions for another suspension;
c) If securities firms or their agents for securities held through forbidden art activities. 40;
d) at the request of the parties concerned, provided that all claims against such securities firm to have been extinguished;
e) for other causes established by the National Securities Commission.
Article 42 securities companies, securities agents and other persons professionally engaged in the intermediation of securities may set up professional associations having as their object raising professional standards of securities intermediation, the setting and the imposition of rules of conduct and professional ethics, as well as the Organization and functioning of the systems of reporting and dissemination to the public of information concerning securities traded by them besides on stock exchanges.
National Securities Commission will adopt regulations authorizing its creation, the Association Agreement, as well as the supervision of authorised associations. National Securities Commission may delegate to the competent professional associations self regulation.
Article 43 In so far as they do not contravene the provisions of art. 33, direct transactions relating to securities covered by this law shall be permitted if: (a) the parties are spouses) or relatives up to affine times third degree or entities controlled by such persons, provided that the activity of such legal entities not subject to the regulations of this law;
b) any of the parties in a private transaction is not or, as a result of such transactions, does not become significant shareholder; 2(a) c);
c) transactions with securities of any issuer and which involves any physical or legal person shall not exceed, within a period of 12 months, a number of securities equivalent to 1% of the total of such securities circulation;
d) are posted within three working days from the National Securities Commission, and if the securities are entered in a share, in stock, at the latter.
Are prohibited transactions otherwise than through a public offering, in which one of the parties is a securities company, a significant shareholder, a member of the Board of Trustees, senior staff, an agent for the securities, as well as an investment advisor or an auditor of a company's securities.
Chapter 5 stock section I Establishment, supervision, organisation and management of stock exchanges in article 44 stock exchanges shall be established as a public institution by decision of the National Securities Commission and are invested with legal personality, may receive donations, grants and related.
National Securities Commission will decide on the establishment of a stock exchange only after a minimum of 5 securities companies have requested and received authorization for negotiation in the stock market.
By decision of the National Commission for securities (cnvm) determines the stock exchange headquarters, assign the premises will work and affects the initial means for formation, fixed deadlines for formation and management bodies and appoint Commissioner general of the stock exchange.
Resources for material facilities, opening and operation of stock exchanges in the first year of activity are allocated from the State budget, on the basis of the proposal submitted by the National Securities Commission.
The resources referred to in the preceding paragraph shall be recovered by the National Commission for securities at the stock exchange, beginning with the third year of operation of the stock exchange, within 3 years, the amounts recovered will be paid by the National Securities Commission of the State budget.
The decisions of the National Securities Commission setting up stock exchanges shall be published in the Official Gazette of Romania.
Article 45 the supervision and control of stock, both in terms of management and operation, as well as the arrangements and operations discipline securities firms and securities agents, is exercised directly and permanently by the Commissioner-general of the stock exchange, which follows the strict observance and full provisions of this law, the regulations of the data in its application and the scholarship regulations.
The Commissioner-general of the stock exchange is called the National Securities Commission for a term of five years, where it may be reinvested by the successive mandates. The conditions for eligibility, incompatibilities and impediments relating to the Office of the Commissioner-general are those provided for in this Act for members of the National Commission for securities (Cnvm).
In case of impossibility of continuation of mandate for incompatibility, legal impediment, death or resignation, the National Securities Commission shall appoint another Commissioner general for another term.
The Office of the Commissioner-general of the stock exchange is the rank of director-general of the National Securities Commission.
The Commissioner general may be removed by the National Securities Commission and the disciplinary action in the face of its reply.
Article 46 in the exercise of supervision and control, the stock exchange Commissioner general: a) participate, without the right to vote, in all meetings of the Association of stock exchange, may formulate observations and objections and may require their recording in the minutes of the meeting;
(b) attend meetings of the Committee) as a stock exchange, may formulate observations and objections and may require their recording in the minutes of the meeting;
c) oversees the operations of the stock market, having free access to all premises, the documents, information and evidence on stock exchanges;
(d) the National Commission) for securities findings regarding violations of the provisions of the law, the rules given in its application and propunind of the regulations, measures taken and penalties to be applied by the National Securities Commission;
e National Commission) proposes the annulment Securities Stock Exchange Committee, the Director-general of the stock exchange, when it considers as contrary to this Act or the regulations given in the application; If it considers necessary, the Commission shall notify the National Securities Committee of the stock exchange, namely the Director-general of the stock exchange, to refer to the general Commissioner, with the suspension of the contested acts at the date of receipt of the notification; National Securities Commission must rule within five working days from the date of referral to the Commissioner general by cancelling or confirming the acts attacked, the solution being notified as soon as the Committee of the stock exchange, namely the Director-general. In the case of nepronuntarii the National Commission for securities within that time limit, the documents remain definitive and enforceable under attack;
f) shall establish and communicate to the Commission national securities quarterly report on the work of the stock exchange.
Article 47 the Stock Exchange provide the means of carrying out the duties of the Commissioner-general.
Article 48 by decision notified to the Stock Exchange Committee, National Securities Commission may delegate or Commissioner general pursuit of some of the powers of investigation and intervention, ban conferred on them by law.
Laws governing the exercise of the delegated power shall be notified by the Commissioner general of the National Commission for securities, which of course they can reform and discretionary, cancel, revoke the times after hearing of the Commissioner-general. Also, the Commissioner-general shall communicate to the Director-general of the stock exchange acts taken in the exercise of delegated power.
The delegation of power referred to in paragraph 1. 1 may be revoked by the National Securities Commission only after hearing of the Commissioner-general.
Article 49 within each stock exchange Association is hereby established as a stock exchange which operates in compliance with this law and the Statute on which it adopts at its first general meeting, supunindu him the approval of the National Commission for securities.
Stock Exchange Association is formed and operates on the basis of community of interests and complementaritatii of its members with regard to the proper administration of the stock and to continue ensuring the efficient, orderly, fair, and transparent transactions in securities listed in the stock exchange listing, in conditions of adequate protection for investors.
They are members of the Association of stock exchange securities firms authorized to negotiate in that stock.
Article 50 the membership of the Association of stock exchange is acquired at the time of registration in the register of associates of the company securities concerned, on the basis of the authorization of negotiation in the stock market.
Membership of the Association of stock exchange is terminated through withdrawal or revocation of the authorization of a member of the negotiation in the stock market, producing an effect on removal from the register of members, operated from the Member's notification of withdrawal or revocation of its authorization for negotiation in the stock market.
Article 51 Association of stock exchange you ordinary general meetings twice a year; extraordinary general meetings may be convened whenever necessary, at the request of at least 1/3 of the total members of the Association or of the Committee of the stock exchange.
The General Assembly is constituted in the presence of regular half plus one of the total number of members of the Association; If the first summon the quorum is not met, this is a new General Assembly convenes for a date with a minimum of 10 days later than that at which no quorum was met, it being established and regular working with any number of members present. Participation in the General Assembly is possible and through representation by a member present, under the condition that the total number of members represented not be greater than the number of members present.
Article 52 in the General Assembly of the Association of stock exchange each Member has one vote.
Decisions shall be taken by an absolute majority of votes of the members present and represented.
With the exception of the General Assembly, cannot vote in the General Assembly members who are not up to date with the payment of the subscription fee.
Article 53 the annual membership fee is established and is due in full, regardless of the location, in the course of a calendar year, the date of acquisition or termination of membership of the Association of stock exchange.
The subscription fee regime is established by the statutes of the Association of stock exchange.
Cessation of membership of the Association of stock exchange in accordance with art. 50 para. 2 shall not exempt from paying the subscription fee due for the year in progress.
Necessary to cover the costs of their officials, exchanges will be able to fix rates through internal rules on the admission of securities to listing companies.
Article 54 General Assembly of the Association of stock exchange has the following duties: (a) adopt and amend the regulation) the Association, subject to approval by the National Securities Commission;
b) elect members of the Committee of the stock exchange;
c) stock exchange approves budget, submitted by the Committee of the stock exchange;
d) approves the balance sheet of the stock exchange, Stock Exchange Committee and accompanied by the auditor's report;
e) designate 3 censors you stock for a five-year term, subject to the regime set out in section 7 of this Act;
f) designates individuals to be included on the list of arbitrators Arbitration Chamber of the stock;
g) adopt proposals on the operation of a stock exchange, which it shall submit to the Committee of the stock exchange.
Article 55 the leadership scholarship is entrusted to the Committee of the stock exchange, Stock Exchange Association, for a term of 5 years and consisting of 5-9 members.
If the number of members of the Association of stock exchange's turnover exceeds 9, shall be convened as soon as the General Assembly, which, by a majority of 2/3 of all members of the Association of stock exchange, choose a new stock exchange Committee composed of 9 members. If the first Convocation shall not meet the quorum, proceed in accordance with art. 51 para. 2. the Committee thus elected Stock Exchange remains in the exercise of their mandate regardless of increasing or decreasing the number of members of the Association of stock exchange, neputind be removed than in corpore of the General Assembly with a majority of 2/3 of the members of the Association of stock exchange, also in terms of this paragraph.
When the number of members of the Association of stock exchange descends under 5 through withdrawal or revocation of the authorization for the negotiation in the stock market, the Commissioner general of the National Stock Exchange Commission for securities, which will decide, taking into account the situation of the securities market, the interests of issuers and investors, officials said continuing stock-times its dissolution.
Article 56 Committee members designated stock exchange; 55, you must validate the individual National Securities Commission before entering in the exercise of their mandate. In case of invalidation of a designated member, will proceed to the appointment of another person, in accordance with art. 55 paragraph 1. 2. the members of the Committee of the stock exchange should be Romanian citizens domiciled in Romania, in the age of at least 30 years of age, possess professional knowledge and practice for at least 5 years in the field of economic, financial, banking, or legal affairs.
They must enjoy a good reputation for civic and moral integrity.
Members of the stock exchange can occupy any public office, except University teaching and scientific researcher in the field and cannot be part of another Committee of stock exchanges.
In the event of a situation of incompatibility, or of a definitive legal impediment, inability to exercise, or in the event of the holiday, the stock exchange or, as the case may be, the Member will be entitled to designate another person to be validated by the National Securities Commission for the exercise until it expires.
Article 57, After their validation Committee members chosen among the stock exchange its Chairman and two Vice-Chairmen. The President is the representative of as stock exchange as a public institution; in case of unavailability of the Chairman, the legal representation of the stock rests with the oldest of the Vice-Presidents.
Stock Exchange Committee is meeting brings together at least once a month and quorum in a majority of its members present.
The sessions are led by the Chairman, and in case of unavailability, by one of the Vice-Presidents. Decisions shall be adopted by a majority of votes of the members of the Committee of the stock exchange, each Member able to one vote.
Article 58 Stock Exchange Committee has the following duties: a) appoint and dismiss the Director-general of the stock exchange;
b) adopt and modify the rules of organization and functioning of the stock;
(c) adopt and amend regulations) on the operations of the stock exchange;
d) adopt the draft budget of the stock, you're subject to the approval of the Association of stock exchange;
It's subject to approval) and the Association of stock exchange balance sheet together with the auditor's report;
f) establishes the levels and ceilings and fees rates charged in bursa;
g) sets out guarantees you need established by stock market intermediaries and agents in order to ensure full and liquidation at maturity according to type of operation has transactions in transferable securities dealt in on a stock exchange, as well as the arrangements for the use of such warranties and reconstitution;
h) shall ensure that compliance with the law, the regulations of the National Commission for securities and stock exchange regulations by intermediaries and agents in their scholarship and by the whole stock exchange staff, able to appropriate measures.
Article 59 All stock exchange regulations referred to in article 1. 58 lit. b) and (c)), as well as their amendments shall enter into force after their approval by the National Securities Commission.
Article 60 the stock Administration is entrusted to the Director-general, called for a five-year term by the stock exchange.
The appointment and, if necessary, dismissal of the Director-general shall decide with a majority of 2/3 of the votes of all the members of the Committee of the stock exchange and produce an effect on the date of confirmation by the National Securities Commission.
The Director-general of the stock exchange has the status of public official with duties involving the exercise of public authority.
The conditions of eligibility for the post of director-general shall be those laid down in article 21. 56 para. 2, plus those established by law for public servants.
The Director-general, husband (wife) or their relatives. 2 (2). and (b). g) of the Act may not be shareholders of the company nor Securities Administrators, members of the managerial staff or agents for securities of such company; at the same time, compared to these people, they don't have to be involved. 2 (2). and (b). Article 61 g). In case of temporary unavailability, the Director-general is supplied according to the rules of organization and functioning of the said stock exchanges.
In case of incompatibility, legal impediment, impossibility to exercise the vacation times, Stock Exchange Committee shall appoint another person to be confirmed by the National Securities Commission for the exercise of the function of general manager for the duration of the remaining term of Office.
Article 62 the Director general is the legal representative of the stock exchange as a legal entity, in front of public authorities and in relations with individuals and legal entities, Romanian and/or foreign.
Through his signature, the Director-general committed heritage stock as a legal entity.
The Director general possesses and exercises the management competencies of the stock, including the hiring of personnel, organization and functioning of the stock taking of appropriate measures and establishing laws for compliance with and implementation of rules of the National Commission for securities relating to stock exchanges and stock exchange regulations.
Documents containing the data and information relating to the stock exchange, statements, press releases, atestarile, intimpinarile, requests, notifications, waivers and other rights also made on behalf of a legal entity as a stock exchange must be signed by the Director general.
Records constatind situations or facts relating to the stock exchange, property rights or commitments and the accompanying signature of the Director general are opposable to third parties and have probanta force of the notarial act, their content can be overturned only by the inclusion of the false.
Article 63 of the staff stock exchanges has the legal status of civil servants.
Article 64 stock exchange acquires legal personality on the date of confirmation by the National Securities Commission Director-general of the stock exchange.
Suspension of activity on a stock exchange or its dissolution may be decided only by the National Securities Commission.
By the decision of dissolution of a stock exchange, the National Securities Commission will designate liquidators which will only be able to conclude the legal acts and has only the necessary property liquidation operations of the stock exchange dissolved.
The net product of the liquidation will be taken over by the National Securities Commission and affected its goals laid down by this law, including other stock exchanges.
Legal personality of the stock on the date the dissolved cease liquidation balance at National Securities Commission.
Section II of Article 65 stock exchange operations Operations of the stock exchange are all in negotiations made during the stock exchange stock and recorded meetings in accordance with the regulations of the stock exchange operations.
Any operation made regular and registered stock exchange is the act of Commerce and give rise to a valid obligation which may oppose the exception.
Bursa operations regime in terms of elements, shape, mechanism, conditions, effects, deadlines, and registration of liquidation shall be determined by regulations the operations category scholarship.
Article 66 May negotiate and conclude transactions in a stock exchange only securities firms that are members of the Association of stock exchange, through their authorized agents regularly.
For authorization of negotiating in the National Stock Exchange, the Securities Commission shall verify, by securities firm, demanding requirements laid down by the regulations of the National Commission for securities and stock exchange regulations, specific values for which authorization is sought, and provisos: has to hold a valid authorization) as a securities firm and to carry out only the tasks set out in the authorization;
b) hadn't lost a member of the Association of stock exchanges from causes attributable to them nor to be the successor of a securities firm would be lost for reasons attributable to its membership of the Association of stock exchanges;
c) none of its shareholders, Board members, staff of driving times between its agents for securities not be held any of these qualities in a securities firm would be lost for reasons attributable to its membership of the Association of stock exchanges;
d) companies or people referred to. c) have not been declared bankrupt and none of the people have not been convicted criminally.
If, after authorization has been negotiated in the stock market, the Commissioner-general of the stock exchange or a stock exchange director general finds that a company of securities not fulfilled with science or from ignorance, from the date of issue of the authorisation, the conditions laid down in paragraph 1. 2, access to the scholarship of that company will be prohibited, and the situation will be immediately communicated to the National Commission for securities that will suspend the authorization up to regularise the situation, where this is possible, and otherwise, the withdrawal from negotiation in the stock exchange.
In the cases referred to in the preceding paragraph, the National Securities Commission will apply the penalties laid down by its rules, if it considers necessary.
If a company securities falls into the situation of failure to comply with conditions laid down in paragraph 1. 2 for the subsequent issuance of the circumstances of negotiation in the stock market, whether or not attributable to the said companies shall proceed in accordance with paragraph 1. 3 and 4.
When situations described in paragraph 1. 3 and 5 are caused by an agent of the company's securities are authorized to negotiate in bursa in bursa, its access will be denied authorization suspended pursuant to the same paragraphs, the National Securities Commission ordonindu-i desarcinarea the relevant agent and hiring another staff member from the date desarcinarii incetind ban being lifted up and suspend the authorization of negotiation in the stock exchange.
Article 67 negotiating Authorization in bursa securities company gives the owner the right to negotiation and conclusion of any categories of transactions of the admitted and practised in accordance with stock exchange regulations in question, if not expressly provided for in the authorisation or restrictions or exclusions of operations and the procedures laid down in the rules of the stock exchange shall include appropriate provisions for the protection of investors, particularly through transparent and fair transactions the best conditions for customers, avoiding conflict of interest situations and prohibition of activities that increase the benefits of intermediaries at the expense of customers.
Article 68 If the negotiation does not permit nominates securities agencies which carry out scholarship under the name and on behalf of the owner of the securities company or if the company's owner desarcineaza an agent and hires another company owner must obtain the approval of the National Commission for securities every staff member and ask for its inclusion in the stock records.
The Commissioner-general and Director-general of the stock exchange, in the exercise of their powers, may prohibit securities agents access to the stock market in a situation of non-compliance with the provisions of the law, the regulations of the National Commission for securities and stock exchange regulations.
Article 69 termination of membership of the Association of stock exchange shedding negotiating authorization or through its removal by the National Commission for securities shall not affect the obligations of the rezultind for the management company of securities transactions concluded for own account or for account of customers.
Article 70 duration of suspension by the National Securities Commission of stock activity in accordance with art. 64, could no longer be negotiated transactions with securities, the already completed will be liquidated at scadentele.
From the date of the decision of dissolution of a stock exchange in accordance with art. 64 could no longer be negotiated transactions in securities, and negotiating orders registered intermediaries and yet unexecuted until this date the refund deposits forfeited and the respective amounts of commissions earned; transactions concluded before that date are to be disposed of at their scadentele, intermediaries being kept under contracts with their customers.
Article 71 shall be accepted as the object of stock trades only securities listed in the stock exchange listing. Exception to this rule transactions ordered by judicial decision and those determined by regulations of the National Securities Commission.
Stock exchanges can apply to listing only securities registered with the register of Securities.
Admission to listing of a broadcast of securities extends over all securities of the same type or class of the issuer in question, which are in circulation at the time of registration.
Referred to in article titles. 3, para. 1 and 3 are officially listed as receipt by the stock exchange to issue this document.
Admission to all other securities registered with the register of Securities is at the discretion of the stock exchange.
Conditions and procedure of admission to listing shall be determined by regulations approved by the National Stock Exchange securities as possible harmonised with the internationally enshrined.
Article 72 the securities listed in the stock exchange listing is subject to withdrawal at a time with the termination of their registration in the register of Securities.
The Scholarship Committee may order the withdrawal of the listing if it considers that an orderly market in such securities can no longer be maintained or restored.
The decision to withdraw from the stock exchange listing of some shares offered to the public or other securities loans and advances of the issuer shall be made with the opinion of the National Commission for securities (Cnvm).
Shares and other securities so Thirdly, right to a claim on the issuer which are listed at a stock exchange can be negotiated only by securities firms that are members of the Association of stock exchange and the stock exchange.
Securities other than those referred to in paragraph 1. 1 included in listing on a stock exchange, can be negotiated and unattended markets but other securities firms than those who are members of the respective stock exchanges.
Member companies of the Association of stock exchange are obliged to notify the stock exchange all their transactions with securities.
Article 74 the Director-general of the stock exchange may suspend the negotiation of securities of a particular issuer if, for lack of appropriate information relating to the issuer or securities or other valid reasons, considers that it is impossible to maintain an orderly market for those securities.
Article 75 all transactions in securities listed on stock and conducted by approved companies will be settled through the securities settlement system of the stock exchange, if it is not running a centralized clearing and settlement of transactions in securities.
Settlement procedures will be set out in regulations by the stock exchange.
Article 76 for transactions involving the securities which have been declared as stolen, lost times destroyed shall apply, as appropriate, the following rules: a) if the negotiation took place prior to publication of the theft, loss, buyer may times track the price of securities repetiţiunea through the intermediary or; If the provider you declare the seller giving the order, it is downloaded from liability;
b) if the negotiation took place after the publication of the theft, loss, the intermediary times is kept at the refund value of the securities traded.
The provider shall be entitled to recourse against the seller according to the common law, and the appreciation of good faith is made after diligent business rules to the maximum.
The rules referred to in paragraph 1. 1 and 2 shall also apply in respect of counterfeit titles, publication aimed at declaring the forgery.
Article 77 Disputes between intermediaries, securities companies and their agents, and the agents of those between clients and intermediaries may be subjected to arbitration Chamber of the stock.
National Securities Commission shall adopt its own rules of procedure of the Chamber of arbitration.
Because litigation can be deduced the Arbitration Convention is required of the parties, be arbitrary in the form of an arbitration clause, either in the form of compromise.
In the absence of express provisions contrary to the communiqué Arbitration Convention, the Parties shall be deemed to have accepted the rules of procedure of the Chamber of arbitration.
Article 78 the parties may resort to ad hoc arbitration, the Arbitration Convention must include, on pain of nullity, the provisions concerning the composition of the Court and arbitration.
Through explicit clause in the Arbitration Convention, the parties to the arbitral court can invest settle litigation fairness and can dispense with the arbitral sentence of motivation, be it institutional arbitration or ad hoc arbitration.
So in arbitration organized by the Chamber of arbitration and ad-hoc arbitration provisions of Book IV of the code of civil procedure.
Chapter 6 investor protection Article 79 investors have the right to access to information is sufficient rebuke and made public at the appropriate time, issuers of securities and their activity on the market.
National Securities Commission will develop appropriate rules for investors to have equal access to information and will enforce their intermediaries and other participants in the market.
Article 80 the minimum Information you need to include the offer prospectus of securities, as well as additional ones required by the National Securities Commission, if appropriate, be they related to issuers, securities or the holders of evidence of formal qualifications shall be determined by instructions adopted by the National Securities Commission, and when such information is not subject to an obligation of the legal publication or posting investors have access to them under the conditions laid down by the regulations of the National Securities Commission.
Article 81 Issuers of shares or other securities offered to the public at the registered Office of securities will distribute an annual report to investors in their securities through publication and other appropriate means, at an earlier date the general meeting of shareholders.
Article 82 annual report will include binding activities of such issuer, together with the financial statements based on generally accepted accounting principles and reviewed by independent external audit record at National Securities Commission.
Minimal content, form and timing of the publication of the annual report will be determined by the National Securities Commission.
Issuers of securities registered with the register of Securities are required to develop, produce, distribute and publish half-yearly reports, which have not been received within 45 days of the closing date for the semester.
National Securities Commission can regulate the production, presentation, distribution, or publication of quarterly reports and financial statements.
Article 83 Issuers of shares or other securities offered to the public, registered with the register of Securities, shall be obliged to immediately inform investors about the emergence of important events.
For the purposes of this Act an important event means the emergence of any circumstances relating to one or several issuers of transferable securities times relating to one or more shows or types of securities, being made public, could significantly influence the price times over another aspect of the evolution of the securities market.
National Securities Commission will lay down the rules to be followed for carrying out such information.
If such information cannot be made immediately without the risk of any significant adverse consequences for the issuer, the National Securities Commission will be kept informed and will take the necessary measures for the purpose of maintaining an orderly market those securities, or the suspension of the negotiation thereof until such disclosure may be made.
Article 84 until informing to which reference is made in article. 82 was not made by investors, the information is privileged and/or confidential.
Within the meaning of article 85 of this law, any person will be considered confidential information or holder if he initiated): access to information: 1. a member of the management or supervisory structure, or any similar entity of the issuer;
2. for the duration of its commitment by the issuer or the duration of the professional activity in the service of the issuer;
3. as investor in the securities of the issuer;
b) has access to such information due to a position or connections are identical with those for white and rosé wines. of a legal person) having herself access to such information;
c) has obtained such information from any of the aforementioned persons or by another way.
Article 86 any person that is in the position of keeper of information confidential and/or privileged cannot capitalize on that information, nor make them public or facilitate the publication of their own advantage or to third parties.
National Securities Commission will issue regulations on the procedure for the application of the restrictions concerning the use of unlawful information confidential and/or privileged.
Article 87 of the National Securities Commission will determine the content and form of transactions in all securities companies, as well as capitalization, including the information clearly and timely distributed to investors and stock exchanges.
National Securities Commission may delegate to the competent stock exchange pursuant to the regulations and imposing these member companies.
National Securities Commission may delegate to the competent stock exchange business securities firms are not members of the stock exchange.
Article 88 every person who, directly or indirectly, operating within individually or jointly and in conjunction with third parties, shall acquire or hold and under this law becomes the owner or the owner of some shares with voting rights or securities giving the right to such shares, on an aggregate basis, representing 5% or more of the total voting rights of the said issuer, in accordance with article 2 (2). and (b). (c)), will inform the National Securities Commission and, if the securities are entered in a listing on a stock exchange, and will inform the respective stock exchange within two days from the date of the transaction.
Natural person or legal entity referred to in paragraph 1. 1. The Commission shall inform the National Securities and, where appropriate, the stock exchange of any transaction to acquire or dispose of securities of an issuer so long as his position representing 5% or more of the voting rights, and if, as a result of the transaction, such a natural person or legal person ceases to hold 5 percent of the voting rights in the General Assembly of the issuer.
National Securities Commission will set the rules for tracking compliance with reporting requirements and advertising.
Article 89 a person directly and only or jointly and in conjunction with others, intend to pursue higher securities covered by this law and which, together with those already owned or owned, would give it a position of control over the issuer will make a public offer for the dobindirea of these securities.
The person directly and only or jointly and in conjunction with others, intend to pursue higher securities covered by this law and which, together with those already owned or owned, would confer upon the person or group of persons a majority position in the issuer's General Assembly will make a public offer to purchase all the shares still in circulation of this issue.
Article 90 is a physical person or legal entity wishing to pursue higher securities through public offers, as provided for in art. 89, will require prior authorisation from the National Commission for securities.
National Securities Commission will make the authorization of submission of guarantees as to the tenderer or tenderers must comply with equality for all shareholders to the issuing company.
National Securities Commission will establish the criteria to be followed for the approval and the procedure to be followed in the execution of requests to take charge.
If the offers referred to in the preceding paragraph relating to applications for securities entered in the quota, they will be executed in the stock exchange.
Article 91 of the National Securities Commission will issue regulations on coverage, content and presentation of information, as well as advertising conditions, guarantees constituted by or on behalf of the tenderer, the right to counter offer, as well as the provisions on enforcement in proportion to the excess supply, failure or withdrawal requests to take charge, the specific conditions under which they are held and other administrative issues.
Chapter 7 External Audit Article 92 financial statements of all issuers of securities covered by the present law and any legal entities subject to authorisation, supervision or control of the National Securities Commission will be drawn up in accordance with accounting principles and in accordance with the specific requirements laid down by the regulations of the National Securities Commission.
Article 93 annual financial statements will be audited and certified by independent external audit.
Independent external auditors are required to register with the National Securities Commission.
Article 94 National Securities Commission will fix the incompatibilities and fulfilled for the registration of independent external auditors by formulating rules of conduct for such audit responsibilities and defining them in the provision of specific services, including administrative provisions to penalise the censors, suspension in case of failure of the law and regulations of those rules of conduct and the professional integrity and their undoing at the National Securities Commission.
Issuers and other legal persons which are subject to authorisation, supervision or control of the National Securities Commission may freely contract professional services of legal auditors registered at National Securities Commission.
Placement Consultants in Chapter 8, Article 95 Rendering professional services to the public, investment advisory securities, by natural or legal persons, shall be only with the authorization of the National Securities Commission.
National Securities Commission will set out the conditions for obtaining the authorisation.
Article 96 Provision authorized by the investment advisory services in securities include securities analysis, select portfolio services, assessment services, and publishing activities.
Provision of services preclude acceptance, processing, and settlement execution of client orders to acquire and alienate the securities, including the holding of money or securities subject to availability on behalf of their clients.
Article 97 National Securities Commission, through its regulations concerning placement consultancy service in securities: a) formulate rules of conduct and defines the levels of professional qualification for the provision of such services;
(b)) provides for penalties, including the suspension and cancellation of such permits, in the case of non-compliance with legal requirements, the regulations of the National Commission for securities or those of the rules of professional conduct and integrity;
c) establishes procedures for systems and investment advice regarding reporting, inspection and supervision of them.
Chapter 9 Storage Systems and collective compensation for Securities Settlement transactions with Article 98 securities, keeping the safety of securities, transfer of ownership and registration services and payment of securities, as well as any related operations should be performed by authorized legal entities.
Legal entities specialised in operations referred to in paragraph 1. 1 set up with prior authorization of the National Securities Commission after examining the contract, articles of Association and their internal regulations. Any changes made to the incorporation or internal rules must be endorsed by the National Securities Commission.
Clearing activities of trades with securities and the securities shall be carried out under the supervision of the National Commission for securities (cnvm).
Article 99 legal persons with the object of activities referred to in article 1. 98 para. 1 is established as a joint stock trading company.
Minimum capital the subscribed and paid-up at minimum of clearing firms and collective securities storage shall be determined by the regulations of the National Securities Commission and will be divided exclusively into registered shares.
Shareholders at the clearing firms and collective securities depository can be banks and other credit institutions governed by the law. 33/1991, stock exchanges, securities companies, authorized insurance companies, companies issuing securities are regulated by this law, and other legal persons established by the National Securities Commission.
National Securities Commission may establish maximum percentages of holders of shares in a company from clearing and depository of securities both for each keeper in the party, and for the same sector of activity.
Article 100 of the clearing firms and collective securities depository shall adopt a management structure to ensure administrative and operational independence against any competing interests of the shareholders of the respective companies.
Article 101 clearing firms and collective securities depository shall carry out operations with securities received in the store by clearing agents and storage under the contracts concluded with them.
May be clearing agents and collective storage stock exchanges, securities companies, banks and other credit institutions governed by the law nr. 33/1991, the insurance companies, and any other person authorized by the National Securities Commission for this purpose.
Article 102 operational internal rules and procedures will ensure adequate levels of privacy and protection of data from investor accounts.
Deposits of securities pledged on behalf of agents and compensation must be highlighted so as to distinguish between the net securities held in the account of storage and clearing and those held on behalf of third parties.
Storage and clearing agents have an obligation to keep sub individualized securities held on behalf of their clients. Identity and structure of these accounts are strictly confidential and storage company compensation against any person except the express requests of legal authorities, or in the case of injonctiunilor through judgments or decrees of the National Securities Commission.
Chapter 10 Article 103 Liability and sanctions violation of provisions of this Act and the regulations adopted pursuant thereto an administrative disciplinary sanctions or, as appropriate, by the National Securities Commission.
Article 104 the following acts Constitute offences, if, according to the conditions in which they were perpetrated, not provided for in the criminal law as a crime: failure to comply with the provisions) procedures for carrying out the public offering referred to in art. 24 para. 3 and art. 25;
(b) failure to comply with the provisions of article). 29 para. 4 with regard to the authorisation decision value, i.e. the granting of public offer 18(4) securities;
c) negotiation, claiming or dividing the commissions for brokering of securities under conditions other than those provided for by the regulations of the National Securities Commission;
d) keeping today's societies of securities under conditions other than those prescribed by law or regulations adopted pursuant thereto;
failure to comply with obligations of e) certification of the financial statements, in accordance with art. 83, or their certification by unauthorised persons;
f) conducting without authorization any activities for which this law provides for the obligation to obtain an authorisation from the National Commission for securities;
g) non-compliance with the provisions of the scheme established by the law and regulations of the National Securities Commission for insider information and confidential information.
Article 105 Committing intentional or due, by Act or omission, comisiune fulfillment from offences set out in article. 104, is sanctioned with: a) fine;
d temporary or definitive ban), for natural or legal persons, the intermediation of securities for a category for some or all categories of transactions that it includes.
Penalty of fine may be applied cumulatively with any of the penalties provided for in paragraph 1. and (b). b)-d).
The sanction of removal, like that of the cancellation of the authorization, applies cumulatively with temporary or definitive ban on the exercise of the intermediation of securities.
Article 106 committing the offences mentioned in article 1. 104 it is noticed by the agencies empowered for this purpose by the National Securities Commission.
National Securities Commission may delegate referred to agents para. 1 power to be applied only to the penalty fine, under the conditions and limits laid down by its rules.
On receipt of the finding of his agents, National Securities Commission may order expanding investigations, taking interim protective measures and hearing the persons concerned.
The decision of sanction shall be signed by the President of the National Commission for securities, and produces its effects on notification of the person sanctioned.
Article 107 The individualization of the penalty will take into account your personal circumstances and the actual Commission of the offence and the conduct of the perpetrator.
In the case of repeated, within 3 years of one of the offences mentioned in article 1. 104, or if it was committed the contravention by a person convicted for committing, within 3 years precedind its finding, another of the offence referred to in article 1. 104, cumulatively with the sanction laid down shall apply and the maximum fine prescribed for the last contravention committed.
If the finding of two or more offences to be penalised, shall apply and the maximum fine for each of them.
For offences committed under the terms of paragraph 1. 2 and 3, the provisions of paragraphs 1 and 2. 1 is made only with respect to the determination of the duration of the prohibition of exercising securities intermediation.
Article 108 Limits the fines shall be determined as follows: a) between 0.1 and 1% of the paid-up capital, depending on the severity of the offence committed;
b) between 0.1 and 1% of the paid-up capital for each day exceeding the deadlines fixed by law or by the regulations of the National Securities Commission for presentation, publication, recording times reporting situations, information and documents;
c) between 1% and 3% of the paid-up capital in the case of preparation and presentation of financial statements or other reports and posting false, incomplete or inaccurate;
d) between half and the totality of the transaction value or the totality and double the amount of profit earned or loss avoided by the transaction carried out with committing the contravention referred to in art. 104 lit. g), will apply to the largest amount, when twice the profit or loss avoided is greater than half the value of the transaction.
When the fine is applied to individuals, its boundaries are established between 100,000 and 1,000,000.
Article 109 if fine penalty does not apply to the provisions of art. 25 and 26 of law No. 32/68 on the establishment and sanctioning violations.
Article 110 National Securities Commission may sanctiona with written warning or public deeds perpetrated due which have not caused any significant damage to property or injury to other natural or legal persons governed by this law if investors protection times such acts are not committed, pursuant to article. 107 para. 2 or 3.
Article 111 apply To withdrawal and prohibition of securities intermediation exercise for a minimum period of 5 years.
Article 112 in the case of legal persons, sanctionarii National Securities Commission may impose sanctions at most equal through gravity, for that offence, and individuals who, in their capacity as Trustees, legal representatives or exercised de jure or de facto leadership positions or as professionals in the intermediation of securities or other duties stipulated by this law, such contravention is responsible for them because Although they could and had to prevent committing them, have not made it.
The persons referred to in paragraph 1. 1 are kept and the reparaţiunea economic torts caused by the deed constituting the contravention. If the deed is attributable to more people, they are held jointly and severally to reparaţiunea injury.
Offences established by article 113 of the law face shall be within a period of three years, beginning to run from the date of Commission of the offence.
Article 114 Constitutes infringement and is punishable with imprisonment from three months to two years or with fine intermediation of securities without the authorization of the National Commission for securities, committed administrators, directors of companies and any individuals.
Chapter 11 transitional and final provisions Article 115 within 120 days of its establishment, the National Securities Commission will develop and will apply the regulations necessary for the implementation of the provisions of this law.
Article 116 the first members of the National Securities Commission will be appointed within 30 days from the date of entry into force of this law. The President will be appointed for a term of four years, while the other three members, in order of descrescinda of age, for a term of 3, 2 and 1 year respectively.
Article 117 National Securities Commission is authorized to update all levels minimum or maximum amounts expressed in national currency referred to in this Act, including, but not limited to, minimum capital required, guarantees and fines, in correlation with either the development of the securities market or the General conditions prevailing in the evolution of the economy.
The new minimum required capital levels will apply to all companies applying for authorization, with effect from the date of the last update of the National Commission handled securities. Those who carry out activities on the basis of an authorization previously issued update will get a grace period of up to one year.
Article 118 the elaboration, presentation and publication of financial statements in accordance with accounting principles and subjecting them to external independent auditor on the basis of uniform standards are mandatory for all issuers of securities which are the subject of this Act and for all other legal entities subject to the supervision or control of the National Securities Commission. The financial statements shall be presented in such a developed and published annually or at other intermediate deadlines, once these principles and standards were formally adopted by the regulatory authority in the field of accounting and their application mandatory has been established by the National Securities Commission on regulatory and supervisory area attributed to its Bill.
Article 119 until it will determine, unless stock exchanges, trading systems that can provide supervised adequately investors, after assessment of the National Commission for securities, a transparent and fair markets for securities not listed on a stock exchange listing, the National Securities Commission decides whether the shares or other securities so Thirdly, or giving right to a claim on the issuer recorded at the Office of Securities pursuant to art. 21, should be listed at a stock exchange listing.
Article 120 pending the entry into force of the law on remuneration of members and staff of the National Commission on securities and stock exchanges shall apply by virtue of wage system provided for by law No. 40/1991), appendices. 4 and no. 6 of this law.
Article 121 on the date of establishment of the National Commission for securities, the securities Agency * outgoing *). The work of the Agency and its staff will be taken over by the National Securities Commission.
Article 122 the present law shall enter into force 30 days after its publication in the Official Gazette of Romania.
Any provisions to the contrary shall be repealed from the date of entry into force of this law, except as provided in paragraph 1. 3. Until the date of implementation of the rules laid down in article 21. 115 of the Act, shall remain in force for existing legal provisions.
*) Law No. 40/1991 was republished in the Official Gazette of Romania, part I, no. 162 of 14 July 1993.
Note *) Securities Agency was established by Government Ordinance. 18/1993, published in the Official Gazette of Romania, part I, no. 206 of 26 august 1993.
This law was adopted by the Senate at its meeting on 20 June 1994, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
SENATE PRESIDENT Prof. Dr. O'LEARY GAITAN this law was adopted by the Chamber of deputies at its meeting on June 21, 1994, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
p. GILBERT CHAMBER of DEPUTIES PRESIDENT R — — — — — — — — — — — — — — — — — — — — — — — — — — — —