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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LAW No. 55 of 15 June 1995 to accelerate the privatization process published in PARLIAMENT ISSUING the OFFICIAL GAZETTE NR. 122 of 19 June 1995, the Parliament of Romania adopts this law.


Article 1 (1) Accelerating privatization is achieved through the effective transfer and free of charge, by Romanian citizens, entitled to shares on the share of 30% of the share capital of companies with state capital, referred to as the company, as well as through the sale of shares issued by these companies.
  

(2) for the purposes of the privatization program, the Government, the State property Fund and funds of Private property shall take the necessary measures in compliance with this law.
  

(3) the list of companies subject to privatization in the table, including economic and financial indicators, approved by the Government, upon the proposal of the National Agency for privatization, the State property Fund and funds of Private property and shall be published in the Official Gazette of Romania.
  


Chapter 1 free Transfer of shares Article 2 (1) the transfer free of charge, by Romanian citizens, entitled to shares on the share of 30% of the share capital of the company. 2 of the Act the privatisation of companies no. 58/91 shall be carried out on the basis of certificates of ownership, distributed under the same law, and registered privatization coupons issued under this Act.
  

(2) registered privatization Coupons with unique value, will be issued and distributed by the National Agency for privatization of Romanian citizens resident in Romania, which, until 31 December 1990 inclusive, have reached the age of 18, and are thus entitled to receive property certificates in accordance with the provisions of law No. 58/91, and in case of death, their successors, as well as Romanian citizens who will usher in the age of 18 not later than 31 December 1995 and residing in Romania.
  

(3) There will be assigned personal privatization coupons for Romanian citizens who, until the date of entry into force of the present law, used in the framework of the privatization process, the entire representation of the certificates of ownership issued under law No. 58/91.
  

(4) registered privatization Coupons cannot be disposed of through legal acts between live.
  

(5) registered privatization Coupons issued and distributed in contravention of paragraph 1. (2) and (3), as well as legal acts of disposal concluded with violation of the prohibition referred to in paragraph 1. (4) are null and void.
  


Article 3 (1) the shares of companies for privatisation shall be transmitted free of charge, within the limits established by law, as follows: a) in Exchange for contracts with certificates of property distributed according to law No. 58/91, the unique value of 25,000 lei Exchange;
  

b registered) in Exchange for privatization coupons, whose exchange value is determined only by the Government, the State property Fund and funds of Private property, as the difference between the equivalent value of 30% of the share capital of the company, according to the accounting reports as at 31 December 1994, divided by the number of citizens entitled to receive nominative privatization coupons according to art. 2 of this law, on the one hand, and the unique value of pupil exchange with certificates of ownership, on the other hand.
  

(2) unique Values for the property with Carnets certified and registered privatization coupons, established according to the present law, shall be used in all cases where the transfer free of charge of the operations and throughout the privatisation process.
  

(3) at the level of a company, depending on demand, the exchange of shares may be carried out up to the limit of 60% of the share capital.
  

(4) for changing certificates of property into shares will use the entire checkbook with certificates of ownership from the same company.
  

(5) the National Agency for privatization, together with State property Fund and funds of Private property will issue guidelines for regulating capital shares owned by the State property Fund and each Fund of Private property and will set the mechanism, ongoing steps and responsibilities of bodies.
  


Article 4 (1) the exchange of shares against books with certificates of ownership and/or other nominative privatization coupons shall be made only by the Romanian citizens domiciled in Romania.
  

(2) Dobindirea shares through the Exchange counter booklets certified property can be made to one or several companies, and dobindirea shares through the Exchange against the privatisation of registered coupons will only be possible from a single company, unless individuals using personal privatization coupons obtained through legal succession in any situation a personal coupon privatization law giving the dobindirea of shares in one company.
  

(3) individuals may delegate to each other for the exchange of books with certificates of ownership and/or other nominative privatization coupons, in order to obtain the shares, according to the specific rules laid down by the Government for this operation.
  

(4) the request for offer exceeds the actions of that company, the allocation of the shares shall take place on the basis of the value of the claims ratio and the tender of shares cast.
  

(5) property with Notebooks certified and/or registered privatization coupons may be used by citizens entitled to dobindirea of shares in companies at the end of the period of privatization coupons registered, as determined by detailed rules, until 31 December 1995, inclusive.
  

6. Citizens may submit a justified notebooks with certificates of ownership, including those that are incomplete, the value of 5,000 lei for a certified, registered and/or privatization coupons to Private property by 31 March 1996, becoming shareholders in these funds pursuant to article. 3 of law No. 58/91. With effect from 1 April 1996 the certificates of registered ownership and privatization coupons still to be used under the terms of paragraph 1. (5) this paragraph or lose their validity.
  

(7) persons who opt to purchase of fund shares of Private property, which will be held as financial investment firms, are entitled to receive dividends incurred in the period between the time of obtaining the quality and completion of the shareholder of that financial year. Dividends come from profits made from financial and economic activity of companies in which the Fund of Private property becomes a shareholder by the Exchange with certificates of ownership contracts and privatisation of registered coupons, in accordance with paragraph 1. (5) Article 5 can change the CDP with certificates of ownership and/or other nominative privatization coupons for an extra shares in a company owned by the State which is not included in the list of companies referred to in article 1. 1 (1). (3): a) company employees;
  

(b) members of the management companies) in the component as defined in art. 76 of the law nr. 58/91 and the Manager, the individual, as defined in art. 3 (a). b) of law No. 66/1993 on contract management;
  

c) somerii with the last job at that firm;
  

d) retirement who had last job at that firm;
  

e) farmers who have contractual relationships with character continuity with the company that, if it falls in farming, processing industry of agricultural raw materials, the provision of services for the times.
  


Article 6 (1) For banking companies, the Government will submit, within 90 days after the entry into force of this law, a draft law on privatisation through sale of shares solely against cash and only by private investors and through private equity contribution.
  

(2) companies with farming which have private land belonging to the administration of the domain are not covered by this law, their privatization will be carried out only after clarifying the legal regime of these lands.
  


Chapter 2 article 7 sale of shares (1) as from the date of entry into force of this law, the share of 40% of the share capital of the company. 1 (1). (3) that are not subject to privatisation, free of charge, will be offered for sale by the State property Fund, individuals and/or legal entities governed by private law the Romanian or foreign via any of the methods provided for by law.
  

(2) For quick and complete privatization of companies to which the application for action is less than the offer price of sale of the shares may be reduced on the basis of the evaluation report, below face value.
  

(3) where it appears from the valuation report a reduction greater than 30% less than the nominal value of the shares, the sale is done under contract with the buyer, which will include clauses for companies in the insurance case.
  

(4) the same applies to the process of privatisation shares unchanged for free.
  


(5) agricultural producers in contractual relationships with character continuity with companies in the field of agriculture and processing industry of agricultural raw materials and the provision of services for agriculture, who buy shares, under the terms of paragraph 1. (1) from these companies benefit from individual facilities. 29 item 2(a). a), art. and article 50. 52 of law No. 77/1994.
  


Article 8 (1) of the amounts due by the State Property Fund for shares sold to leave free of charge at the disposal of the privatized company, a quota of up to 60% to extinguish debts recorded in the accounts of that company until the date of entry into force of the present law, with the exception of debts arising from contractual or statutory penalties. The amounts remaining after the payment of debts shall be used exclusively for productive investment.
  

(2) the provisions of paragraphs 1 and 2. (1) shall also apply to companies privatized by the date of entry into force of this law, but only in respect of instalments for repaying the credit granted by the contract concluded with the State property Fund, which become due after that date.
  

(3) the amount, determined in accordance with paragraph flow. (1) for each verified and certified company by the Ministry of finance, will be wound up in part unless it exceeds the ceiling of 60% referred to in the same paragraph, or up to its competition. Otherwise, for the amount specified in paragraph 1. (2) it will proceed similarly.
  

(4) compliance with the destination laid down in paragraph 1. (1) and (2) for the amounts allocated for free to companies privatised shall be exercised by the Court of Auditors and the Ministry of finance. Any finding of non-compliance with established destinations in para. (1) and (2) shall be notified to the Ministry of finance, which will cancel the allocation amount for the company, disposing its bloodshed from the State budget.
  


Article 9 After the exchange of shares against books with certificates of ownership and/or other nominative privatization coupons and the expiry of contracts of location rental management or assets of the company, the tenants who have made investment in these assets will receive compensation in shares which will be issued as a result of an increase in share capital by incorporating the remaining value of the updated her investments in the assets concerned.


Chapter 3 Penalties Article 10(1) this Act Constitutes the offence, if they were not committed in such circumstances that, according to the criminal law, constitute offences and sanctions with fine from 1,000,000 to 5,000,000 lei lei the following acts: (a) a refusal by the disponibilizarii) Funds of Private property and State property Fund, for the exchange of shares against books with certificates of ownership and/or other nominative privatization coupons a corresponding share capital quota ceilings laid down in article 21. 3 paragraphs 1 and 2. (3) if the application of valid volume is to these ceilings, whether the Exchange would make it to parity with the nominal value of an action or over it;
  

b) any foreclosure, through comisiune or omission, giving property certificates with Carnets and/or privatization coupons registered at a trading company privatizabila, by individuals and legal entities established in the present law;
  

c) failure by privatized firms to the destinations set out in art. 8 para. (1) and (2) for their allocation free of charge;
  

d failure to comply with the provisions of article). 18;
  

e communication failure) the deadlines laid down in article 21. 24 para. 2. (2) the penalties provided for in paragraph 1. (1) shall apply, as appropriate, natural or legal persons.
  

(3) the finding of violations provided for in this law and the sanctions are carried out by the Ministry of finance, the Court of Auditors and the National Agency for privatization, through their agencies empowered by law.
  

(4) the Offences referred to in this law apply to them the provisions of law No. 32/68, except art. 25 and 26.
  


The inclusion of article 11 with the intention of citizens entitled to any assignment of registered coupons privatization of some people neindreptatite to receive such coupons shall constitute the crime of imposture and punished according to the criminal law.


Article 12 the assignment of more than one registered privatization coupons one person constitutes the offence of abuse of Office against public interests and the interests of the people and punished according to the criminal law.


Article 13 capital shares exceeding the intended, under the present law, privatisation, free of charge, as well as overcoming the ceiling of 60 percent of the time limits laid down in article 21. 8 para. (1) to (3) for the amounts allocated for free to companies privatized constitutes the offence of abuse of Office against public interests and shall be punished according to criminal law.


Chapter 4 final provisions Article 14 (1) If, after the entry into force of this law, at some of the companies included in the list referred to in article 1. 1 (1). (3) the privatisation process has been initiated and is already agreed on Exchange of contracts and sale of shares agreements with Private property and Funds with the State property Fund, this process will be completed, for the actions forming the subject of such contracts and sales, according to procedures established by the law under which it was initiated.
  

(2) shares owned by the State property Fund to different companies within the mass privatisation programme, under art. 1 of this Act, may be sold by other methods laid down in other legal regulations in force.
  

(3) the Exchange and sale of shares in any of the companies with state capital, holding land whose legal situation with respect to the property is in the process of clarification, will be within the limit of authorized capital, without including the value of the land for which the company does not hold title to the property.
  

(4) After legal clarification of the land in question, which relates to the Action Pack warnings will be put on sale or transferred free of charge where appropriate.
  


Article 15 The companies are privatising under this law, beneficiaries of shares shall be issued free of charge by shareholder certificates. Shareholder certificates are registered and are issued by the companies concerned, within 60 days of the closing of the period for submission. Shareholders cannot transfer the shares as stipulated in law No. 31/1990 and law No. 52/1994.


Article 16 (1) not later than 60 days from the date of the privatisation of at least 51% of the share capital of any of the companies referred to in article 1. 1 (1). (3), will convene the general meeting of shareholders under the provisions of law No. 31/1990, to amend the Statute and electing new Admins.
  

(2) The companies partly owned by the State, the State property Fund will have the Board of Directors of a number of members in proportion to the share of the capital held.
  


The application of the provisions of article 17 of this law, the Government and, where appropriate, in consultation with the State property Fund and funds of Private property, will establish organizational measures, appropriate functional structures and will approve the ruling, the stages through deployment mechanism and the responsibilities of the bodies involved in the process of privatisation of the resort, within 60 days of the promulgation.


Article 18 (1) of the Exchange operations actions against books with certificates of ownership and/or other nominative privatization coupons in the name and on behalf of the persons entitled may be carried out by the Funds of Private property, Casa de Economii Consemnaţiuni, Autonomous and "Romanian Post", as well as by the banking companies with state capital and insurance companies with state capital , all acting as agents empowered for this purpose by the National Agency for privatization.
  

(2) the legal persons concerned according to paragraphs 1 and 2. (1) to carry out operations on acquiring shares in the name and on behalf of citizens entitled to charge a fee, will not exceed two thousandths of the value of the unique Exchange with property contracts are certified and registered privatization coupons presented for Exchange against shares.
  


Article 19 (1) proceeds from the funds of Private property in the period between the date of the establishment of their own and their transformation in financial investment companies, by way of dividends related to shares representing 30% of the share capital of the company as well as their subordinated assets acquired through harnessing the dividends earned up to the date of their transformation in financial investment firms, according to art. "". (6), minus operating expenses, due to holders of certificates of ownership as they have personally received under law No. 58/91. The establishment of the amounts due by way of dividends and how citizens entitled to assignment thereof will be made according to the legal provisions relating to the transformation of Private property Funds in financial investment companies.
  


(2) within 60 days after the date of entry into force of this law, the Government will submit to the Parliament the draft law on transformation of Private Property Funds in financial investment companies.
  

(3) within 30 days after the date of entry into force of this law, the funds of Private property will perform between them of property compensation certificates used to date, taking into account the values to which they have been used in the process of privatization.
  


Article 20 companies. 2 of law No. 58/1991 are entitled to sell their assets and fixed assets of equipment at the price of auction market organized according to regulations in force, on condition of not being affected efficiency achieving the objects of the companies in question. The amounts derived from the sale of assets and fixed assets leave available to company saleswoman, and as for financing the activities set out in its activity.


Article 21 Actions obtained through Exchange or through sale of the privatization process in the mass, governed by this law, can be negotiated on the securities market, being exempted from provisions art. 26 of law No. 52/1994.


Article 22 (1) companies that provide services for agriculture, type SERVAGROMEC AGROMEC and AGROSERVICE can divide and privatize on the basis of the assessment report drawn up by a Commission composed of representatives of the State property Fund, Funds of Private property, General Directorates of the prefectures, public finance and financial control of the State and the Ministry of agriculture and food, which will feature equipment and unused and unredeemed their value based on indices of use may reach up to the value of recovering materials.
  

(2) upon privatisation of companies referred to in paragraph 1. (1) producers of agricultural land holders have the right of preference in up to a maximum rate of up to 35% of the share capital. The privatisation of companies which have as their object the processing and industrialization of agricultural products, manufacturers of agricultural land holders, who have contractual relationships with character continuity with the companies concerned, benefit from the right of preference shares, up to a maximum of 20% of the share capital.
  

(3) non-agricultural Land whose legal situation was not clarificata with the governmental decision nr. 834/1991 relating to companies referred to in paragraph 1. (1) may be transferred to the local government, which it will lease agreement with the Ministry of agriculture and food.
  


Article 23 shall be exempt from the provisions of the present law companies with state capital, established on the basis of law No. 15/1990 and law No. 31/1990 of the former agricultural and fisheries and their trusts.


Article 24 (1) within 60 days after the date of entry into force of this law, the Government will take measures to develop and distribute lists of citizens entitled to receive nominative privatization coupons.
  

(2) companies that were privatized by the date of entry into force of this law shall be obliged to communicate Private ownership Funds, within 15 days, the list of persons who have used books with certificates of ownership. The funds of Private property will communicate, within 15 days, the institution entrusted with the drawing up of lists of citizens entitled to receive nominative privatization coupons.
  


Article 25 (1) to the area covered by this law, the provisions of law No. 15/1990, of law No. 58/91, of Government Ordinance No. 10/1992, approved and amended by the law No. 114/1992, and of art. 5 letter e) of law No. 66/1993 shall apply only insofar as they are not incompatible with its provisions.
  

(2) as from the date of entry into force of this law, the provisions of art. 3 paragraphs 1 and 2. 3 of law No. 52/1994 are and shall remain abrogated.
  

This law was adopted by the Chamber of Deputies and Senate in the Township meeting may 24, 1995, in compliance with the provisions of art. 74 para. (1) and of article 23. 76 para. (2) of the Constitution of Romania.
The PRESIDENT of the CHAMBER of DEPUTIES ADRIAN NASTASE SENATE PRESIDENT Prof. Dr. O'LEARY GHERMAN — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —