LAW No. 77 of 1 august 1994 concerning the associations of employees and members of management companies that are privatising published in PARLIAMENT ISSUING the OFFICIAL GAZETTE NR. 209 of 11 august 1994, the Romanian Parliament adopts this law.
Chapter 1 General provisions Article 1 For dobindirea shares of corporations that are privatising law 58/1991, employees and members of the leadership of these companies can be founded in associations, according to the present law.
Article 2 the Association is a legal entity formed by the persons referred to in art. 3, in order to acquire and use in accordance with the law, on behalf of and for these people, shares of companies with majority state capital, with a view to their privatization.
Is permitted to set up a single such associations within the same company.
Article 3 can be part of the Association: commercial society) employees contract of employment concluded for an indefinite duration, with normal working hours or at least half the norm;
(b) members of the management company) in the component as defined in art. 74 of law No. 58/91 or company Manager as defined in art. 3 (a). b) of law No. 66/1993 on contract management;
c) former employees of the society;
d) retirement who had last job at the company;
e) farmers, individuals, in contractual relationships, suppliers or beneficiaries, with the company agroindustriala which is privatising.
The persons referred to in paragraph 1. and (b)) b) c) and (d)) may be part of a single Association. Do not benefit from the provisions of subparagraph (a). c) former employees who have not worked at least one year in this company and those to whom it has disposed of the employment contract due to reasons attributable to them.
List of persons who may form part of the Association will be displayed at the headquarters of the company that is privatising, 15 days before the convening of the constituent General Assembly of the Association.
Article 4 the Association can carry out only the tasks provided for in this law.
Chapter 2 establishment of the Association Article 5 with a view to the establishment of the Association, at least 21 people among those referred to in article 1. 3 choose one of them, a Committee of the initiative comprised of 3-7 members, who shall be registered, at the second day, my roommate at the Board of Directors of the company.
Where in a limited-liability company is formed several committees of the initiative, these provisions before convening the General Assembly establishing the Association. The merger will be achieved on the basis of negotiations between these committees, in the presence of representatives of the State property Fund and the Fund of Private property to which the company is arondata.
Article 6 Committee of the initiative, in accordance with article chosen 5 ensure the draft statutes of the Association and the necessary formalities for the formation of the Association.
Article 7 the company is obliged to provide all information to the financial, commercial and technical knowledge required by the initiative towards the compilation of a feasibility study of privatization.
Costs for the preparation of a feasibility study shall be covered by the company pursuant to article. 26 para. 2(a) d) of law No. 58/91.
Article 8 of the Constitution of the Association Procedure is as follows: 1. the initiative of the Committee request and receives applications for admission into the Association of the persons referred to in art. (3);
2. If at least 30% of the total number of employees referred to in art. 3 paragraphs 1 and 2. and (b). a) have applied for admission into the Association, initiative Committee convened a constituent Assembly;
3. on the basis of a feasibility study, the constitutive general meeting may decide on the formation of the Association and, in this case, to adopt the Statute and elect the first Board of Directors of the Association.
From the date of the election of the first Board of Directors of the Association, initiative Committee is dissolved.
Article 9 Status of the Association shall include: (a) name and registered office of the Association), and the name of the company whose shares are to be acquired by the Association;
b) the objects of the Association;
c) legal representatives of the Association;
d) rules for the convocation of General Assembly deliberations, the validity of the adoption of its decisions and arrangements for voting;
e) number of Board members, the method of their choice, their powers and their term of Office;
(f) the criteria for determining the amount) of the contribution of each Member of the Association, limits its maximum and minimum-which must be in accordance with the criteria laid down in article distribution. 38-and the arrangements for payment of this contribution;
g) conditions for acceptance into the Association, accession, withdrawal and subsequent exclusion from the Association;
h) criteria for distribution to the members of the Association of the shares bought by the Association and the conditions of transfer actions between persons referred to in art. (3);
I) liability of the Association and its members;
j) dissolution and liquidation of the Association;
k) any other provision in relation to the purpose of the Association.
Article 10 establishment of the Association is subject to authorization by the Court in whose territorial RADIUS is a company that is privatising.
The application for registration shall be accompanied by: a) the minutes of the constituent Assembly;
b) Statute of the Association;
(c) approval of the judgment) the establishment of the Association, adopted by the general meeting of shareholders of the company, constituted in accordance with art. 39 of law No. 58/1991;
d) prove the existence of the Heritage Association and its headquarters.
Starting capital of the Association is constituted by the amounts secured by way of Association members, donations or other contributions from legal entities or individuals.
The Association shall have its seat in a space made available by the company which is privatising.
Article 11 the Court verify the fulfilment of the conditions prescribed by law, and will incuviinta demand, able to enroll in the Association register of legal persons. Legal personality is acquired on the date of entry.
Article 12 any amendment to the Statute by the General Assembly of the Association must be notified to the Court within 15 days from the date of its adoption; the judge has to be registered in the register of this amendment in the register of legal persons.
Chapter 3 organisation of the Association Article 13 governing bodies of the Association are: the General Assembly);
b) Board of Directors.
Section I General meeting Article 14 the General Assembly consists of all members of the Association and is the supreme governing body.
Article 15 the General Assembly has the following duties: (a) the approval and amendment of the statutes);
(b) election and revocation) members of the Board of Directors and the Audit Committee of the Association;
c) annual report of the approval of the Board of Directors of the Association, the balance sheet and the revenue and expenditure budget of the Association;
d) criteria for the distribution of the shares bought by the Association by Association members and approving for distribution;
e) exclusion from Association;
f) approval of the commitment;
g) dissolution of the Association;
h) adopting any decisions which, according to the Statute, the exclusive competence of the General Assembly.
Article 16 Each member of the Association shall have one vote.
Article 17 the General Assembly will be convened at least once a year.
The extraordinary general meeting may be convened in the following situations: a) "whenever the need arises, on the initiative of the Board of Directors;
(b)) at the written request of at least 25% of the total number of members of the Association.
The General Assembly is legally constituted when the majority of its members attend meeting and adopt decisions by a majority vote valid members present.
Summons to the general meeting, stating the agenda, must be made at least 14 days before the date of holding it, by notice in writing to all members of the Association or through notices posted at their workplaces.
Article 18 Any member of the General Assembly may appeal against its decisions if i have been violated legal rights.
The request shall be addressed to the competent court within 30 days from the date of adoption of the judgment that an attack.
Section II article 19 Board of Directors the Board of Directors is the executive body of the Association, comprised of 3-7 members elected by the General Assembly, by secret ballot, for a period of 2-4 years.
Members of the Board of Directors of the Association are reeligibili.
Article 20 the Board of Directors shall elect from among its members a Chairman and a Deputy ruler.
Article 21 Association is represented in front of public authorities, the judiciary and in relations with third parties by the Chairman of the Board of directors or its Deputy.
May not be members of the Board of Directors the persons who by the law have been declared incapable or have been convicted of fraudulent management, abuse of trust, forgery and use of forgery, fraud, embezzlement, perjury, bribery or reported for offences provided for in law No. 31/1990.
Article 23 the members of the Board of Directors shall be responsible for any damage caused through the fault of their own, both against third parties, as well as against the Association or associates.
Article 24 the Board of Governors shall meet at least once every 2 months, at the headquarters of the Association on the date fixed by the President.
Summonses shall be made at least 5 days before the date of the meeting.
The Board of Directors may meet whenever necessary, at the request of the Chairman or at least two of its members.
Article 25 administrative board meetings is required the participation of 2/3 of its members, and decisions shall be taken by a majority vote valid members present.
Article 26 the main tasks of the Board of Directors are as follows: to assure stock) Association between general assemblies and performs acts of Administration concerning its activities;
b) negotiates and give their consent to signing the contract of sale-purchase of shares;
c) organizes and oversees the distribution of shares to members of the Association and shall report the result of the General Assembly;
d) organizes and supervises sales-purchases of shares between Association members;
s) approve the admission of new members, as provided by statute;
(f) ensure preparation of balance) the budget of revenue and expenditure of the Association, which it shall submit to the approval of the General Assembly;
(g) exercise any other powers) and performs the tasks laid down in the statutes or by the General Assembly.
Article 27 Heritage Association Management Control can be ensured by an Audit Committee composed of three members.
The auditing Commission prepares reports which they submit to the Board of Directors.
Members of the Audit Committee may be invited to the meetings of the Board of Directors.
Article 28 the Association may pay allowances to members of the Board of Directors, Audit Committee and to bear other expenses incurred in the exercise of this activity, in accordance with General Assembly decision.
Chapter 4 Dobindirea, distribution and transmission of shares pursuant to article 29, Article. 48 para. 2 of law No. 58/91, the Association acquires company shares as follows: 1. in the name of those of its members who subscribed shares and you pay individually using the following ways of payment: in cash);
b exchange of certificates of ownership);
2. on behalf of all its members, grouped in the Association, initially gaining actions are not distributed individually, using for this purpose: a) hire, facilitated by the State property Fund;
b) credits by the Association.
Article 30 Shares subscribed and paid in full, in the manner described in article 11. 29 section 1, shall be made on the basis of an application for subscription completed and signed by each Member of the Association.
Application for subscription of shares is given in the annex.
Article 31 Actions obtained in the manner described in article 11. 29 section 1 are submitted by members of the Association immediately after payment, if the Statute provides otherwise.
In this case, the members of the Association have the right to vote at general meetings of shareholders of the company, corresponding to the number of shares paid up.
Article 32 Actions obtained in the manner indicated in article 10. 29 (2) can be used to guarantee loans taken from State property Fund, from banks or other financial institutions.
Article 33 Shares acquired by the Association in the manner described in article 11. 29 item 2 shall be recorded in its name and will be distributed to the members of the Association gradually according to the amounts paid for installment payment or repayment of the loans.
The Association will exert in the general meeting of shareholders of the company, the voting rights corresponding to these activities, in the manner prescribed by the company.
Article 34 the dividends distributed by the company for the shares acquired pursuant to article. 29 (2) and subject to loans or unpaid installments will serve compulsorily for their coverage.
Article 35 Actions are registered and are transmissible during the existence of the Association, subject to the conditions laid down by the General Assembly.
The shares acquired according to art. 29 item 2 shall be transmitted to the members of the Association, in pre-emptive conditions laid down by the General Assembly.
Article 36 where Association members not exercising pre-emptive right within 30 days from the date of the offer, the shares may be sold in the following order of preference: a) new employees who become members of the Association as provided by statute;
(b)) other company employees who are not members of the Association, with the approval of the General Assembly.
Article 37 sales of shares acquired under art. 29, point 2 shall be made in accordance with the provisions of the Statute.
Article 38 General Assembly approval, whenever necessary, the programme of actions, according to the criteria laid down by the staff regulations and according to the options of each Member of the Association.
The criteria shall be determined in relation to the length of service: company);
b) function occupied in the company;
d) other conditions approved by the General Assembly objectives.
Chapter 5, dissolution and liquidation of the Association Article 39 Association is dissolved in the following cases: (a) the purpose for which) when it was formed was achieved through the payment of all debts and distributing all actions by members of the Association.
In this case, upon the proposal of the Board of Directors, the general meeting may decide the dissolution of the Association;
(b) when the number of its members) becomes less than 1/4 of the members of the date of the establishment.
In this case, the general meeting may decide the dissolution of the Association only after it has settled with the State property Fund and other creditors, arrangements for extinguishing debts towards them.
Article 40 after the dissolution of the Association shall enter into liquidation.
The liquidation of the assets and liabilities of the Association shall be made by a liquidator from outside the Association, appointed by the general meeting.
Article 41 the liquidator shall have the following obligations: a) to conduct the inventory and to conclude a balance sheet stating the situation the asset and liabilities of the Association;
(b) to carry out all operations) required the liquidation and to keep a record of all transactions relating to the winding-up proceedings;
c) to collect bad debts, to realize its assets and pay creditors.
Article 42 of the Association, both towards and against its members, the liquidator shall be subject to the rules of their mandate.
Article 43 upon completion of the liquidation, the liquidator shall draw up a balance sheet for liquidation; This, as well as the balance sheet drawn up at the entrance of the liquidator shall be submitted for approval by the General Assembly.
Article 44 the liquidation balance, signed by the liquidator and endorsed by the General Assembly, will be deposited at the registered office of the Association.
For 30 days from the date of the balance sheet any associate who wants to challenge it may refer the matter to the Court's competence, reading is the liquidator.
Judgment of the Court is final.
Product distribution net of liquidation between Association members may take place only after one month from the date of the judgment of dissolution of the Association and only after the liquidation balance was approved.
Article 45 the sums due to members who have not claimed within two months from the date of approval of the balance sheet, as well as the amounts which have not been claimed or received by the creditor shall record the C.E.C. or banking unit available to those entitled.
Article 46 the liquidator will be discharged its obligations after approval of the liquidation balance.
Article 47 From the liquidation of assets, the liquidator will ask for deletion of the Association from the register of juridical persons, the decision by which the General Assembly decided the dissolution.
Chapter 6 the negotiating procedure and Article 48 Association held negotiations with the State property Fund, and with the funds of Private property and will sign the purchase agreement, establishing by mutual agreement on the basis of a feasibility study: a) the purchase price;
b initial advance);
c) credit received staggering.
Article 49 after signing the contract of sale-purchase of shares shall be convened general meeting of shareholders, which will properly modify the statutes of the company and will appoint new trustees in accordance with the law No. 31/1990.
After entry in the register of indications about changes in participation in social capital, members of the Association shall exercise the rights of shareholders in relation to the number of shares purchased.
Article 50 which is privatising companies via transmission of shares holdings in accordance with the present Law Association benefits, throughout the duration of the payment of Canadian tax rates or credits, as stipulated in the contract of sale-purchase of shares, 50% reduction of the corporation tax which relates to the shares acquired.
Dividends related shares under this law are not taxable, for the duration indicated in paragraph 1. 1. Article 51 of fiscal Facilities. 50 only applies to a purchase of shares.
Financial revenues realized through tax facilities shall transfer to the Association and shall be used exclusively for the payment of rates, interest and payment of loans contracted by the Association for the purchase of shares.
Article 52 Associations established according to this law shall enjoy the following amenities: 1. State property Fund will grant these associations to facilitate payment in instalments, subject to the following conditions: a minimum initial advance) 20% of the negotiated price;
(b) the minimum payment) presenting for 5 years;
c negociabila of annual interest) up to 10%.
2. the Fund of Private property to which it is arondata the company in question is obliged to receive property certificates to the members of the Association to the extent of at least 2/3 of its share of 30% of the total company shares the amount negotiated with it.
Private Property funds can receive the entire checkbook with certificates of ownership offered by members of the Association, for the change in their actions, as periodically to conduct mutual settlements between funds, according to the assignation system for trading companies.
Chapter 7 transitional and final Provisions Article 53 of fiscal Facilities. 50, and interest provided for in art. 52 section 1 rosé wines. (c)) shall apply to the taxes due after the date of entry into force of this law, and companies which were privatized before entry into force of this law by buying shares of the associations of employees and members of their leadership, constituted as legal entities.
Article 54 balance sheet and revenue and expenditure budget of the Association shall be prepared annually in accordance with the legal provisions.
Article 55 the Association cannot perform other expenses besides those relating to the achievement of the goals set out in the Statute.
Article 56 the State property Fund, funds of Private property and the National Agency for Privatization will be developed within 30 days, detailed rules for the application of this law.
The provisions of article 57 of this law shall not apply to Bank and insurance companies.
This law was adopted by the Chamber of deputies at its meeting on 30 June 1994, in compliance with the provisions of art. 74 para. (1) and of article 23. 75 of the Constitution of Romania.
PRESIDENT of the CHAMBER of DEPUTIES ADRIAN NASTASE this law was adopted by the Senate at its meeting on 30 June 1994, in compliance with the provisions of art. 74 para. (1) and of article 23. 75 of the Constitution of Romania.
SENATE PRESIDENT Prof. Dr. OLIVIU GHERMAN Annex 1 APPLICATION for SUBSCRIPTION of SHARES By *).
Association of the company. ..
Undersigned, domiciliata in. .. holder of identity card series. .. Nr. he declares.) meet the conditions stipulated by law for admission to the Association, having the status of a *) as *). at the company.
b knowledge and I got) I agree with the statutes and with the programme of action, adopted by the General Assembly of the Association.
c) Request a number of *). shares with a nominal value of. .. Lei each, in Exchange for. .. Lions each.
I attach a. .. ) for. .. Lei, representing an. .. % of the shares subscribed.
d) I commit perform the remaining payments on behalf of the shares subscribed, according to eşalonării, the Association releases under the terms of the contract of sale and purchase of shares.
Signature Date — — — — — — — — — — — — — — — — — — — — * Note) the request shall be addressed to the President of the Board of Directors of the Association.
Note *) Employee, Board Member, pensioner, agricultural producer or supplier for the company.
Note *) for retirees to be completed with the last function held at society and in retirement.
Note *) not more than the number of shares distributed by the programme.
* Note *) supporting Document of payment.