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Law No. 55 Of 15 June 1995 To Accelerate The Privatization Process

Original Language Title:  LEGE nr. 55 din 15 iunie 1995 pentru accelerarea procesului de privatizare

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LEGE No. 55 of 15 June 1995 to speed up the privatisation process
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR NO. 122 of 19 June 1995



The Romanian Parliament adopts this law + Article 1 (1) The acceleration of privatization is carried out by the actual and free transfer to the entitled Romanian citizens, of the shares related to the share of 30% of the share capital of the companies with state capital, hereinafter referred to as companies, as well as the sale of shares issued by these companies. (2) In order to apply the privatization program, the Government, the State Property Fund and the Private Property Funds will take the necessary measures according to the provisions of this law. (3) The list of companies subject to mass privatization, comprising basic economic and financial indicators, is approved by the Government, at the joint proposal of the National Agency for Privatization, State Property Fund and Funds Private property and is published in the Official Gazette of Romania. + Chapter 1 Free transfer of shares + Article 2 (1) Free transfer, to Romanian citizens entitled, of shares related to the share of 30% of the share capital of the companies provided for in art. 2 of the Law on privatization of companies no. 58/1991 shall be carried out on the basis of certificates of ownership, distributed under the same law, and of the nominative coupons of privatization, issued under this law. (2) The nominative coupons of privatization, with a unique exchange value, will be issued and distributed by the National Agency for the Privatization of Romanian citizens residing in Romania, who, until December 31, 1990 inclusive, have fulfilled age of 18, being thus entitled to receive property certificates according to the provisions Law no. 58/1991 , and in case of death, their legal successors, as well as Romanian citizens who will reach the age of 18 until December 31, 1995 inclusive and who reside in Romania. (3) No nominative coupons will be awarded to Romanian citizens who, until the date of entry into force of this law, have used, within the privatization process, the entire property certificate card issued on the basis of Law no. 58/1991 . (4) The nominative coupons of privatization cannot be alienated by legal acts between the living. (5) The nominative coupons of privatization issued and distributed in violation of the provisions of par. ((2) and (3), as well as the legal acts of alienation concluded in violation of the prohibition provided in par. (4) are null and void. + Article 3 (1) The shares of companies subject to privatization shall be transmitted free of charge, within the limits set by law, as follows: a) in exchange for books with property certificates distributed according to Law no. 58/1991 , to the unique exchange value of 25,000 lei; b) in exchange for nominal privatization coupons, whose unique exchange value is determined by the Government, the State Property Fund and the Private Property Funds, as the difference between the value equivalent of the share of 30% of the share capital of companies, according to the accounting reports on December 31, 1994, divided by the number of citizens entitled to receive nominative coupons of privatization according to art. 2 of the present law, on the one hand, and the unique value of exchange of the card with property certificates, on the other hand. (2) The unique exchange values of the certificates of property certificates and of the nominative coupons of privatization, established under this law, shall be used in all cases of free transfer of shares and for the duration of the privatization process. ((3) At the level of a company, depending on the application, the exchange of shares may be made up to the limit of 60% of the share capital. (4) For the change of ownership certificates in shares the entire carnet with property certificates at the same commercial company will be used. (5) The National Privatization Agency, together with the State Property Fund and Private Property Funds will issue methodological norms for the regularization of the share capital shares held by the State Property Fund and each Fund of the Private property and will establish the mechanism, deployment stages and responsibilities of the relevant bodies. + Article 4 (1) The exchange of shares against cards with property certificates and/or nominal privatization coupons will be made only to Romanian citizens residing in Romania. (2) The acquisition of shares by exchange against cards with property certificates may be made at one or more companies, and the acquisition of shares by exchange against nominal privatization coupons shall be made only on a single basis. commercial company, except when individuals use nominative coupons of privatization by legal succession, in any situation a nominative coupon of privatization giving the right to the acquisition of shares in a single company commercial. (3) Individuals may be mandated among themselves for the exchange of carnets with property certificates and/or nominative coupons of privatization, in order to obtain shares, according to the special norms established by the Government for this operation. ((4) If the demand for shares exceeds the offer of that company, the allocation of shares shall be made on the basis of the value ratio between the requests expressed and the offer of shares. (5) Carnets with property certificates and/or nominal privatization coupons may be used by citizens entitled to acquire shares in companies from the date of conclusion of the period of distribution of nominative coupons. of privatization, established by the methodological norms, until 31 December 1995 inclusive. (6) The entitled citizens may submit their books with property certificates, including incomplete ones, to the value of 5,000 lei for a certificate, and/or the nominative coupons of privatization to the Private Property Funds until March 31, 1996 including, becoming shareholders in these funds under the conditions art. 3 3 of Law no. 58/1991 . With effect from April 1, 1996, property certificates and nominative coupons of privatization not used under the conditions of par. ((5) or of this paragraph shall lose its validity. (7) Persons who opt for the procurement of shares of Private Property Funds, which will be organized as financial investment companies, are entitled to receive dividends related to the period between the time of obtaining the quality of the shareholder and the financial year of that fund. The dividends come only from profits made from the economic-financial activity of companies to which the Private Property Fund becomes a shareholder by exchange of ownership certificates and nominative coupons. privatization, according to par. ((5). + Article 5 I can change the books with property certificates and/or the nominative coupons of privatization against shares in a commercial company with state capital that is not included in the list of companies provided for in art. 1 1 para. ((3): a) employees of the company; b) members of management of companies in the component defined in art. 76 76 of Law no. 58/1991 and the manager, the individual, defined at art. 3 lit. b) of Law no. 66/1993 on the management contract; c) unemployed persons with the last place of employment at the respective company; d) pensioners who had the last job at the respective company; e) agricultural producers who maintain contractual relations with the character of continuity with the respective commercial company, if it falls within the field of agriculture, processing industry of agricultural raw materials or services for agriculture. + Article 6 (1) For commercial banking companies, the Government will present, within 90 days from the entry into force of this Law, a draft law on their privatization by selling shares exclusively for cash and only to private investors and private equity. (2) Commercial companies with agricultural activity that hold land belonging to the private domain of the state are not subject to this law, their privatization shall be carried out only after the clarification of the legal regime of these land. + Chapter 2 Sale of shares + Article 7 (1) As of the date of entry into force of this Law, the shares related to the share of 40% of the share capital of the companies provided in art. 1 1 para. (3), which are not subject to privatization free of charge, will be offered for sale, by the State Property Fund, to individuals and/or legal entities of private Romanian or foreign law by any of the methods provided by law. (2) For the rapid and full privatisation of the companies to which the demand for shares is lower than the offer, the sale price of the shares may be reduced, on the basis of the valuation report, below their nominal value. (3) In the event that the valuation report results in a reduction of more than 30% compared to the nominal value of the shares, the sale is made on the basis of a contract with the buyer, which will include insurance clauses for the companies concerned. (4) The same regime applies to actions unchanged in the process of privatization free of charge. (5) Agricultural producers who are in contractual relations with a character of continuity with companies in the field of agriculture, the processing industry of agricultural raw materials and service supplies for agriculture, which buy actions, under the conditions of para. (1), from these companies, benefit individually from the facilities provided in art. 29 29 section 2 lit. a), art. 50 50 and art. 52 52 of Law no. 77/1994 77/1994. + Article 8 (1) Of the amounts due to the State Property Fund for the shares sold, free of charge, at the disposal of the privatized company, a share of up to 60% for the extinguishment of the debts recorded in the accounting companies until the date of entry into force of this Law, except for the debits resulting from the application of contractual or legal sanctions. The remaining amounts after payment of debts will be used exclusively for the realization of productive investments. (2) Provisions of para. (1) also applies to privatized companies until the date of entry into force of this law, but only for those loan repayment rates granted by the contract concluded with the State Property Fund, which become chargeable after this date. (3) The amount of debits, determined according to paragraph (1), verified and endorsed for each commercial company by the Ministry of Finance, shall be fully liquidated, if it does not exceed the ceiling of 60% provided for in the same paragraph, or until its competition. Otherwise, for the amount provided in par. (2) will be done similarly. ((4) Control of compliance with the destinations set out in paragraph ((1) and (2) for the amounts allocated free of charge to privatized commercial companies shall be exercised by the Court of Auditors and the Ministry of Finance. Any finding of non-compliance with the destinations set out in paragraph (1) and (2) shall be communicated to the Ministry of Finance, which will cancel the allocation of the amount for the respective commercial company, disputing its payment to the state budget. + Article 9 After the exchange of shares against cards with property certificates and/or nominal privatization coupons and on the expiry of the management or rental location contracts of some assets of the commercial company, the residents who have made investments in these assets will receive in compensation shares that will be issued as a result of the increase of the share capital by incorporating the remaining value of the investments made by them in the respective assets. + Chapter 3 Sanctions + Article 10 (1) It constitutes contraventions to this law, if not committed under such conditions that, according to the criminal law, to constitute crimes and is sanctioned with a fine of 1,000,000 lei to 5,000,000 lei the following facts: a) refusal of dismissal by the Private Property Funds and the State Property Fund, for the exchange of shares against cards with property certificates and/or nominal privatization coupons, of a share of the share capital corresponding to the ceilings set out in art. 3 3 para. ((3), if the volume of the valid application expressed is at these ceilings, whether the exchange would be made at the parity with the nominal value of an action or above; b) any prevention, by commission or omission, of the submission of books with property certificates and/or nominative coupons of privatization to a privatizable commercial company, by natural and legal persons established in this law; c) non-compliance by the privatized commercial companies of the destinations established in art. 8 8 para. ((1) and (2) for the amounts allocated to them free of charge; d) non-compliance with 18 18; e) non-compliance with the communication deadlines provided in art. 24 24 para. ((2). (2) The sanctions provided in par. ((1) shall apply, where appropriate, to natural or legal persons. (3) The finding of the contraventions provided for in this law and the application of sanctions shall be made by the Ministry of Finance, the Court of Accounts and the National Agency for Privatization, through their agents empowered according to (4) The contraventions provided for in this Law are applicable to their provisions Law no. 32/1968 ,, except art. 25 25 and 26. + Article 11 Enrolment with intent in the lists of citizens entitled to be assigned nominative coupons of privatization of some persons not entitled to receive such coupons constitutes the crime of intellectual forgery and is punishable according to the criminal law. + Article 12 The award of several nominative coupons of privatization to a single person constitutes the crime of abuse of office against public interests and the interests of persons and is punishable according to criminal law. + Article 13 Exceeding the share capital shares intended, under the conditions of this law, privatization free of charge, as well as exceeding the ceiling of 60% or of the limits set by art. 8 8 para. (1)-(3) for the amounts allocated free of charge to privatized commercial companies constitute the crime of abuse of office against public interests and shall be punished according to the criminal law. + Chapter 4 Final provisions + Article 14 (1) If until the date of entry into force of this law, some of the companies included in the list provided for in art. 1 1 para. (3), the privatization process was initiated and is already materialized through exchange and sale contracts of actions concluded with the Private Property Funds and the State Property Fund, this process will be completed, for the actions of the object of the respective exchange and sale contracts, according to the procedures established by the law under the empire of which it was initiated. (2) Shares held by the State Property Fund at unnamed companies under the mass privatization program, according to art. 1 of this law, will also be able to be sold by other methods established by the other legal regulations in force. (3) The exchange and sale of shares in any of the companies with state capital, which hold land whose legal situation regarding the property is being clarified, shall be made within the limit of the share capital, without includes the value of land for which the company does not own a title. (4) After clarifying the legal situation of the land concerned, the package of shares related to them will be put into sale or transferred free of charge, as the case may be. + Article 15 At the companies that are privatized according to this law, the beneficiaries of shares are issued free of charge certificates of shareholder. The certificates of shareholder shall be nominative and shall be issued by the companies concerned, within 60 days of the closing of the filing period. Shareholders may transfer their shares under the conditions set out in Law no. 31/1990 and in Law no. 52/1994 . + Article 16 (1) Within no more than 60 days from the date of privatization of at least 51% of the share capital of any of the companies referred to in art. 1 1 para. (3), the general meeting of the shareholders will be convened, according to the provisions Law no. 31/1990 , to amend the statute and elect new administrators. (2) In companies with partial state capital, the State Property Fund will have a number of members on the board of directors in proportion to the capital part held. + Article 17 In application of the provisions of this law, the Government and, where appropriate, with consultation of the State Property Fund and Private Property Funds, will establish the organizational measures, the functional structures that are required and will approve by decisions of the mechanism, stages of deployment and responsibilities of the relevant bodies involved in the privatization process, within 60 days of the promulgation of the law. + Article 18 (1) The operations of exchange of shares against cards with property certificates and/or nominative coupons of privatization on behalf of and on the account of entitled persons may be carried out by the Private Property Funds, the Savings House and Consemnations, the Autonomous Regia "Posta Romana", as well as by the state-owned banking companies and the insurance companies with state capital, all as trustees empowered for this purpose by the National Agency for Privatization. (2) Legal persons, ability according to par. (1) to carry out operations of acquiring shares on behalf of and on the account of entitled citizens, will charge a fee of up to two thousandths of the unique value of exchange of books with property certificates and nominative coupons of privatization presented for exchange against actions. + Article 19 ((1) The amounts collected by the Private Property Funds in the period between their constitution and the date of their transformation into financial investment companies, as dividends related to the shares representing 30% of the share capital of companies registered to them, as well as the assets acquired by capitalizing on dividends received until the date of their transformation into financial investment companies, according to art. 4 4 para. (6), from which operating expenses are deducted, are due to holders of property certificates, as they have received them personally under Law no. 58/1991 . The establishment of the amounts due as dividends to the entitled citizens and the way of awarding them will be made according to the legal provisions regarding the transformation of Private Property Funds into financial investment companies. (2) Within 60 days from the date of entry into force of this Law, the Government shall submit to the Parliament the draft law on the transformation of Private Property Funds into financial investment companies. (3) Within 30 days from the date of entry into force of this Law, Private Property Funds shall carry out among themselves the compensation of the property certificates used until this date, taking into account the values at which these certificates were used in the privatisation process. + Article 20 Companies provided for in art. 2 2 of Law no. 58/1991 have the right to sell assets and fixed assets, at market price, by auction organized according to the regulations in force, provided that the efficiency of the object of activity of the companies concerned is not affected. The amounts resulting from the sale of assets and fixed assets shall be made available to the trading company, which may also be used to finance the activities provided for in its activity. + Article 21 The shares acquired by exchange or sale in the process of mass privatization, regulated by this law, can be negotiated on the securities market, being exempted from the provisions of the art. 26 26 of Law no. 52/1994 . + Article 22 (1) The commercial companies providing services for agriculture of the type AGROMEC, SERVAGROMEC and AGROSERVICE can be divided and privatised on the basis of the evaluation report prepared by a commission made up of the representatives of the State Property Fund, Funds of Private Property, prefectures, general directorates of public finances and state financial control and Ministry of Agriculture and Food, which will also include unamortized and unused machinery, their value on the basis of the usage indices can reach up to the material recovery value . (2) At the privatization of the companies provided in par. (1), producers of agricultural land shall enjoy the right of preference within the limit of up to 35% of the share capital. At the privatization of companies that have as their object of activity the processing and industrialization of agricultural products, producers of agricultural land, who maintain contractual relations with a character of continuity with companies They shall enjoy the right of preference within a quota of up to 20% of the share capital. (3) Non-agricultural land whose legal situation was not clarified according to the provisions of Government Decision no. 834/1991, related to the companies provided in par. (1), may be transferred to the local public administration, which will grant them with the consent of the Ministry of Agriculture and Food. + Article 23 It is exempted from the provisions of this law the companies with state capital established, on the basis of Law no. 15/1990 and a Law no. 31/1990 , from the former state agricultural and fisheries units and their trusts. + Article 24 (1) Within 60 days from the date of entry into force of this Law, the Government shall take measures to prepare and distribute lists of citizens entitled to receive nominative coupons of privatization. (2) The commercial companies that have been privatized until the date of entry into force of this Law are obliged to communicate to the Private Property Funds, within 15 days, the list of persons who have used carnets with property certificates. Private Property Funds will communicate, within 15 days, these data to the institution responsible for drawing up lists of citizens entitled to receive nominative coupons of privatization. + Article 25 (1) For the field covered by this Law, the provisions Law no. 15/1990 ,, of Law no. 58/1991 , of Government Ordinance no. 10/1992, approved and amended by Law no. 114/1992 114/1992, and ale art. 5 lit. e) of Law no. 66/1993 shall apply only to the extent that they are not incompatible with its provisions. (2) As of the date of entry into force of this Law, the provisions art. 3 3 para. 3 3 of Law no. 52/1994 are and remain repealed. This law was adopted by the Chamber of Deputies and the Senate at the joint meeting of May 24, 1995, in compliance with the provisions of 74 74 para. ((1) and of art. 76 76 para. (2) of the Romanian Constitution. PRESIDENT OF THE CHAMBER OF DEPUTIES ADRIAN NASTASE prof. univ. dr. OLIVIU GHERMAN --------------------------------