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Law No. 70 Of 8 May 1934 To Organise And Regulate Commerce Bank *)

Original Language Title:  LEGE nr. 70 din 8 mai 1934 pentru organizarea şi reglementarea comerţului de bancă*)

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LEGE no. 70 70 of 8 May 1934 for the organization and regulation of bank trade *)
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 105 105 of 8 May 1934



Note *) This Law was voted by the Senate and the Assembly of Deputies in the meetings of 27 and 28 April 1934; it was promulgated with Decree No. 1.275/1934 and published in the Official Gazette, Part I, No. 105 of 8 May 1934. See the Law and Implementing Regulation of 26 September 1934. + Title I General provisions 1. By bank enterprise means any commercial enterprise whose main object is to perform any kind of operations on the amounts of cash, on loans, on the effects of trade, on different values negotiable as well as any other operations in relation to them. 2. The bank trade can only be exercised by banking companies, constituted in the conditions of the present law. 3. It is considered a banking company any company registered in the register of banking companies. The enterprises, whose main object is the bank trade, not registered in this register, in addition to the other civil and criminal sanctions, will be put into liquidation according to art. 54, the final paragraph, of this law. 4. Bank trade can only be exercised on the basis of a special authorization. This authorization is granted by the Superior Banking Council in the conditions of the present law and can be given for all kinds of bank operations or only for a limited number of these operations. The non-use of the authorization for one year from the date of its granting, fully attracts the loss of the benefit of exercising the bank trade. The authorization will still be renewable after a new examination of the conditions of consent. 5. The application for authorization will be addressed to the Superior Banking Council, established according to art. 42 of this law, to which the articles of association and statutes will be joined. The Banking Higher Council examining the general and local economic opportunity of the establishment of a new bank enterprise, as well as the fulfilment of all the conditions required by law, decides definitively on the establishment of the company. The Bank Superior Council may propose to the parties the amendments and additions that must be made to the articles of association and statutes, when those presented include clauses or norms contrary to the present law or the other laws in force. 6. All banking enterprises operating in Romania are subject to the present law. Banking enterprises with their main headquarters abroad, will be able to exercise bank trade in Romania, constituting themselves in the conditions of the present law. Only banking enterprises having their headquarters in Romania can establish branches on the territory of this country. In all banking companies operating in Romania, the single administrator and at least two thirds of the number of members of the board and the council of censors will be Romanian citizens. 7. They are applicable to banking companies all provisions of the trade code or other laws in force, which are not contrary to the prescriptions of this law. The provisions of the present law also apply to commercial credit institutions, operating on the basis of special laws, insofar as they do not contravene the provisions of those laws. + Title II Provisions relating to the establishment and administration of banking companies 8. Banking companies, whatever their way, must be constituted by authentic act. The statutes of a banking company will show the operations that the bank is authorized to exercise. 9. At each Office of the trade register in the country, a special register will be established, called the "register of banking companies", in which the constituent act will be entered in its entirety. With the application for registration, the statutes of the banking company will be submitted. Registration in the register of banking companies replaces registration in the trade register No banking company will be able to be entered in this register before the Articles of Association and its statutes have been approved by the Banking Superior Council. At the application for registration will be joined the receipt of the House of Submissions or the certificate of the National Bank of Romania, of the deposit of capital in the conditions provided by art. 11. The registration in this register will be made on the basis of an ordinance given by the judge delegated to the Office of the Trade Register of the locality where the banking company will establish its main headquarters, in accordance with the decision given according to art. 5, without the need for any other formality required by trade laws. Within 30 days from the date of the final stay of the registration order, both the articles of association and the statutes and the decision of consent given by the Superior Council of Banking will be published, in its entirety, in the Official Gazette and, in the extract, in one of the most popular newspapers in the locality. All provisions of the law for the establishment of a trade register *), which are not contrary to the present law, are applicable to the register of banking companies. The companies entered in this register shall be deemed to be regularly constituted, without fulfilling any other formalities and having legal personality. ---------------- Note *) See the Law for the Establishment of a Trade Register, dated 10 April 1931, with amendments of 27 July 1931 and 9 April 1932, and the Implementing Regulation of 8 May 1931. 10. Banking companies are subject to the provisions on social companies in the law for the establishment of a trade register, as well as to the following provisions. The word "bank" can only be used by the social company of a legally authorized and constituted banking company. No bank can choose a social company that can give way to confusion with the National Bank of Romania or another existing banking enterprise. Any modification of the social firm can only be done with the express authorization of the Superior Banking Council. On any correspondence of the banking company will be clarified the actual capital shed, the reserves, the locality of the main office and the address, the branches, as well as the date and the number of registration in the register of banking companies. 11. The capital of a banking company in the collective name, in simple order, or with limited liability, cannot be lower: in Bucharest of 20,000,000 lei, in municipalities of 10,000,000 lei, in the other urban communes of lei 5,000,000, and in the communes rural lei 2,000,000. It is prohibited to constitute the share capital by contributions in kind or by debits in the account. At least half of the share capital will have to be effectively paid up to the formation of the company and the rest at the latest within one year of the establishment. 12. The capital of anonymous banking companies or in order on shares, will not be less than the doubt of the amounts specified in the previous article, after localities. It is forbidden to set up the share capital by means of contributions in kind or by debits Each of the founding members of the stock-banking companies is obliged to keep for 5 years a share of at least 30% of the subscribed capital. These actions will be nominative and blocked at the bank's headquarters. At least half of the subscribed capital shall be paid up to the day of formation of the company, the remainder shall be paid out at the latest within one year of the establishment. The share capital will be divided into shares whose face value may not be less than 500 lei each. Actions with plural voting are prohibited. The expenses of formation will not be able to exceed 5 percent of the value of the share capital and they will be amortized during the first 5 years after the establishment of the company. 13. Any banking company is obliged to take over every year at least 10 percent of the net benefits for the establishment of a reserve fund, intended to cover any losses from the bank's operations. These takeovers will be carried out until the reserve fund reaches at least the share capital. After that, this obligation is reduced to 5 percent, until the reserve fund will be equal to twice the capital. The legal reserves, constituted within the limits of the mandatory quotas shown in the above paragraphs, are non-taxable by way of derogation from the provisions of the law of direct contributions *). Half of the reserves thus constituted after the promulgation of this law will be placed in State securities, guaranteed by the State, or in lumbardable securities at the National Bank of Romania. ---------------- Note * *) See the Law of Direct Contributions, with all amendments of 19 April 1933 and the last amendment of 1 April 1934. 14. The capital of a banking company may not be increased by contributions in kind or by debits in the account. In case a banking company increases its capital by issuing new shares in a course superior to their nominal value, the difference will be passed to the reserve fund from art. 13. The issuance premiums, charged above the nominal value of the shares, on the occasion of increasing the capital of an anonymous banking company, are not imposed as long as the ratio between the issue premium and the nominal value of the share is equal to that between the existing legal reserve (constituted by tax exemption) and the share capital. 15. No banking company will be able to modify its statutes, except with the authorization of the Superior Banking Council. These changes will be entered in the register of banking companies, based on an ordinance given by the judge delegated to the trade register office, according to the procedure fixed by art. 9. 16. No branch of a banking company may be established, in the country or abroad, before it has been authorized by the Superior Council of Banking. The non-establishment of the branch in one year after obtaining the authorization shall fully entail the loss of the benefit of establishing it without a new approval. The formalities prescribed by art. 9 will also be observed in case of creation of a branch. In addition to these formalities, the branch will also be entered in the register of bank companies of the trade register office of the place where it opens. In this case, in its entirety, both the constitutive act and the names and powers granted to its representatives in the branch will be entered into the register. 17. The founding members of a stock banking company may not stipulate, in their own interest, any advantage of a nature to decrease the share capital and reserves, either at the time of establishment or in the future. Any stipulation to the contrary is void. They can, however, stipulate, by the articles of association, a participation in the net benefits of the company, which does not represent a percentage of more than 6% calculated on the net benefit, approved by the general meeting, and which does not have a duration of more than 5 years. In case of increasing the share capital during these 5 years, the calculation of net benefit will be made only in relation to the share capital. The payment of these advantages or parts of the founder can only take place after a dividend of at least 5%, distributed to the shareholders of the company The founding parties will be represented by nominative securities of equal value, which will not be able to be transmitted by acts between vineyards, or pledged, except with the express consent of the board of directors. They are considered as founding members, within the meaning of this article, only persons designated as such by the articles of association. 18. The administrators of a banking company on shares will have to be shareholders in a proportion of at least 1/200 of the value of the share capital. The nominal value of the shares provided for by this article may not be less than 50,000 lei; the statutes will be able to provide that the value of these shares does not exceed nominally 300,000 lei. Upon entry into service of the administrators, the shares will be stored as collateral at the company's premises and will not be able to be released until after the expiry or termination of the mandate and only after their discharge, given by the assembly general of shareholders. The administrators of the banking companies in the collective name or in the simple order will be appointed by the assembly of the associates only between associations with boundless liability. In companies with limited liability the administrators will also be chosen by the general assembly of the associates only among the owners of shares whose value cannot be lower for each administrator in part by 1/50 of the value of the share capital. 19. The administrators of a banking company are held to execute personally the functions entrusted to them, with the care of a conscientious trader and to observe the trade secret. The directors and officials of the bank cannot be either on the board of directors or on the board of censors. 20. The administrators of a banking company may not occupy without express authorization of the board of directors or, in the absence of a board, without the express authorization of the assembly of the associates, the position of members on the boards of directors or directors in other banking companies, nor to participate in such enterprises as associates with boundless liability. Also, the members of the directorate cannot, on their account or on the account of third parties, lead other banking, commercial or industrial enterprises; they may not participate in other enterprises of this kind, nor as associates, personnel. liable and neither as administrators or directors, except when exercising these functions with the authorization of the bank's board. 21. The Board of Directors of a bank shall not be valid unless two thirds of the total number of members who compose it are present or represented. The decisions of the board of directors of a bank shall be taken by an absolute majority of the members present or represented; however, statutes may provide for a more significant majority. A member of the board of directors may not represent in the board more than another member and only on the basis of a special delegation. The administrators of the banking companies are obliged to hold a register of minutes, finding, in chronological order, the decisions taken by the council, with the mention of the members who took part in the meeting, as well as the result of the vote. The minutes will have to be signed by the members who took part in the meeting. They will record the resistances expressed by the separate opinions of the members present and they will join those subsequently sent by the absent members. Until the final drafting of the minutes, as well as until the decisions are passed in the minutes register, the minute signed by the present members will hold the minutes. 22. The administrators of the banking companies, with whose vote the decision was taken, are jointly and severally liable, both to the company and to third parties, to all damages caused by their fault, according to the regulations of the mandate. Solidarity cannot be released, except by formal resistance to the enjoyment of the injurious act recorded in the minutes, trained according to the previous article. The action in civil responsibility against the administrators, belongs to the society, through its general assembly; for the opening of the action it is necessary only the absolute majority of votes of the association Any clause to the contrary is void. 23. The directors of the banking companies, as well as the heads of their branches and agencies, are responsible, both to the company and to third parties, to all damages caused by their fault, according to the regulations of the mandate. When several directors participated in the enjoyment of such harmful acts, their responsibility is in solidarity, apart from the formal resistance at the very moment of taking the decision for the conclusion of the act. 24. Banking enterprises will communicate to the Superior Banking Council, with the sending of balance sheets, the global remuneration given to administrators, directors and censors, who do not take over the benefit, being part of the expenses general, such as: fixed salaries, attendance tokens, housing allowances, mission and transport, pardons of any kind, contractual arrangements or any other amounts of the same nature. All the remuneration allocated to the management of the banking enterprises for the net benefit will be subject to the approval It will also be done for the benefit of the staff. The statutes of banking enterprises will provide for the maximum allowances that can be allocated to management and The total general expenses of the bank, excluding interest paid, will not be able to exceed 5 percent of the total placements. 25. The ensors of the banking companies on shares will have to be shareholders in a proportion of at least half of that established by art. 18. Upon entering into service they will submit these actions under warranty, according to art. 18. At least one of the censors will be an accountant. It is not subject to the conditions of the previous paragraph. The duration of the function of the censors will be determined by statute, without being able to exceed 5 years and also through the statutes will be fixed their way of retribution, independent of results. The censors whose mandate has expired or ceased, can be re-elected. 26. The members of the council of censors must personally fulfill their legal and statutory attributions and are obliged to keep the commercial secret on all those found on the occasion of the exercise of their function. The council of censors, or each censor in part, has the right to witness the deliberations of the board of directors. They will be summoned for this purpose by the chairman of the board of directors or his replacement. Censors can ask for any clarification and documents from the company's administrators, to check the registers, the house, the securities deposits, the use of the reserve fund, according to art. 13, the annual balance sheet, the distribution of benefits, etc., about which they will make a report by their report to the general assembly. This research will be done with discretiune and without disturbing the normal activity of the bank. If deviations from the application of the law are found, or non-compliance with the statutes, the council of censors, or each censor in part, will bring those found to the attention of the chairman of the board. If he does not immediately take the necessary steps, the censors will bring the deviations to the attention of the first general meeting, and if the irregularities are serious, the council of censors will convene as soon as possible, the general meeting to deliberate on these irregularities, referring to this and the Higher Banking Council. In the latter case, the Banking Superior Council, verifying the complaint of the council of censors, will be able to take after the expiry of the deadline for holding the general meeting, the measures dictated by Title V of this law The censors are directly and severally liable for damages caused to the company by their fault, according to the regulations of the mandate. 27. Administrators, members of the direction and censors cannot take amounts of money on credit from society. However, the board of directors, with the opinion of the council of censors, will be able to grant them, on the basis of collateral, credits whose total value will not be able to compete, for all administrators, censors and directors, 20 percent of the value Social capital plus reserves. It is also prohibited to be granted during the first year of operation of the enterprise, credits to founders, board members, censors, directors and their relatives up to the fourth degree. Failure to comply with the provisions of this article, draws for administrators who have signed such acts, the loss of their mandate, particularly the responsibility arising from these acts. 28. The bank shall not be able to conclude with any of its officials, any kind of operations regarding the bank's patrimony, except with the express authorization of the board of directors and the opinion of the council of censors. 29. They cannot be founders of banking companies, administrators, censors and directors, persons who have suffered any criminal conviction for theft, racketeering, abuse of trust, forgery, embezzlement, simple or fraudulent banknote, or any crimes or crimes. delicte savirsite in view of an illicit patrimonial interest, as well as accomplices to such facts. They also cannot be founders of banking companies, administrators, censors and directors, falsehoods even rehabilitated, as well as people who are or were administrators, censors or directors of a bankrupt enterprise. 30. On June 30 of each year, the administrators of the banking companies are obliged to draw up the gross semi-annual balance of the enterprise, according to the model type, established in the regulation of this law * The annual balance sheet must be drawn up and approved by the general meeting no later than four months after the end of each year, according to the model established by the regulation of this law. These balance sheets will be deposited at the Trade Register Office of the place where the bank has its main office, as well as at the Trade Register Office of the headquarters of each of the branches, and will be submitted to the Superior Banking Council, the annual within a maximum of 30 days from the date of their approval by the general meeting, and the half-yearly ones no later than two months after their preparation, showing also the date of publication in the Official Gazette. The annual balance sheet shall be published in the Official Gazette, no later than 15 days after the expiry of the period provided for in the previous paragraph. At the same time, both the annual and the half-yearly balance will also be published in the Bulletin of the Banking Higher Council as well as in at least one of the most widespread newspapers in the locality. Banking companies are also obliged to submit monthly summary situations to the National Bank of Romania, according to the model established by the regulation of this law, within a maximum of 15 days from the end of the expired month. ---------------- Note *) See the Implementing Regulation of the Banking Act of 26 September 1934. 31. The following rules will be observed when preparing the balance sheet: a) With the publication of the annual balance sheet, the profit and loss account, drawn up according to the model established by the regulation of this law; b) The social capital, both the subscribed and the fully paid-up, as well as the reserves of any banking company, will have to result in each clarification from the balance sheet; c) The bank's debits and credits, as it results from the registers, must be distinctly passed on the balance sheet, according to their various categories. No special party compensations are admissible, both on the balance sheet and on the profit and loss account; d) The fields will have to be distinctly passed by any other titles and will be ranked by the categories that will be determined by regulation. The value of the reescontate cambies must expressly result from the balance sheet. The bills received for collection will be passed in order accounts that will join the balance sheet. The bills received under warranty and those of circulation will be placed on the balance sheet, in separate posts, to the extent that they correspond to a creditor balance for the bank, the difference being passed in order accounts that will join the balance sheet. The bank's bills will appear in the liabilities of the balance sheet as distinct from its other bonds, being classified as payable in the country or abroad; e) The securities of the bank shall be distinctly passed by those coming from the holdings. Those from reports, concussion, deposits and gajuri, will be passed to the order accounts that will join the balance sheet. Such will be shown separately fixed income and variable income securities; f) At the post "cassa", only metal or paper coins, national or foreign, can be passed, the amounts available at the National Bank of Romania, as well as the due coupons and titles, issued or guaranteed by the State. 32. For the evaluations of the various posts on the balance sheet, the following rules a) Gold coins, as well as foreign currencies, shall be assessed on the balance sheet, after the average of the exchange in the month preceding the date on which the balance sheet was drawn up; b) The securities listed on the stock exchange will be listed at the rate resulting from the average of the 30 days prior to the date of drawing up the balance sheet. The difference of course that would be achieved in addition after the decrease of losses to the totality of the securities portfolio, will not be distributed and by way of derogation to the provisions of the law of direct contributions, will not be imposed. The minus difference between the two courses will be at losses. Unlisted securities in the stock exchange will not be able to be passed at a higher price than the purchase price or that of the last balance sheet. In the event that the current value of these securities is below the purchase price or that recorded in the previous balance sheet, they will be passed to their current value, and the difference in minus will be passed at the loss; c) All claims will be mentioned in the asset at their actual value. By way of derogation from the provisions of the law of direct contributions receivables on insolvent recognized debtors, or for part of these claims, will not be passed on the balance sheet, but will be recorded at losses, if not amortized. through a special reserve fund. The claims or part of the claims for which proof of insolvency of the debtor was made, by court documents, with the definite date regarding the payment termination of the debtor and the finding services of the Ministry of Finance, as regards the debtor's estate, will be able to be recorded at losses For unearned interest, calculated on dubious claims, an untaxable amending post will be created, by way of derogation from the provisions of the law of direct contributions; they will be imposed only at the time of their realization; d) The bank's furniture will be passed to their construction or purchase price. They will be able to be gradually depreciated, in proportion to their wear, through a special damping post. By way of derogation from the provisions of the law of direct contributions *), on the first balance sheet that will be made up after the implementation of this law, plus the value that will result for the buildings from their valuation at the price of reconstruction, compared to the price in Registers, will be passed into a special payback account, non-taxable. --------------- Note *) See the Law of Direct Contributions, with amendments, on 19 April 1933; then the amendments 1 April 1934 and 5 May 1934. + Title III About the bank operations 33. The bank's operation means any legal operation on the amounts of cash, on loans, on trade effects and on negotiable, Romanian or foreign values, enjoyed by a banking enterprise. 34. Bank operations shall be divided into: a) Ordinary bank operations, and b) Bank operations that require an express authorization from the Superior Banking Council. Bank operations requiring an express authorization are: 1. Release of economy supplies to bearer or nominative, but payable to bearer; 2. Emission of bearer house vouchers or nominative, but payable to the bearer; 3. The issuance of bond securities; 4. Receiving deposits for fruition in term or in plain sight, and 5. Issue of circular cheques or traveller's cheques. All other bank operations are considered ordinary. 35. The right to issue bearers of economy to bearer or nominative but payable to the bearer, as well as to issue house vouchers to bearer or nominative but payable to bearer, can only be granted to banking companies having an existence at least 5 years and whose share capital represents, according to the company's way, at least the doubt of the social capital required by art. 11 11 and 12 of this law. These lids and homemade vouchers will only be able to be issued on a cash deposit basis. This right will not be able to be granted to banks that have suffered conviction for deviations from this law during the last 5 years. The total deposits that a bank can receive cannot be more than seven times the value of the share capital, plus reserves. Of this total deposits of economy supplies and against bearer house vouchers, or nominative but payable to the bearer, cannot exceed three times the value of the share capital, plus reserves. House vouchers issued according to this article will be able to have a value of less than 5,000 lei each. The same capital and issuance conditions are also mandatory for banks issuing circular cheques or travel, without the application of the previous paragraph. 36. The total of bonds, of any kind, which a bank can contract, cannot exceed 10 times the value of the share capital, plus reserves. 37. No bank will be able to grant to a single customer, without real guarantees, a credit of more than 10 percent of the value of the share capital, plus reserves. The approval of one-customer loans over 5 percent of the value of the share capital, plus reserves, is exclusively the competence of the board of directors. Any stipulation contrary to this article is null and void. 38. Banks cannot do the following operations: 1. To buy and sell goods on your own. It is exempted from this prohibition, the purchase of those goods that were acquired in the execution of the bank's claims and which will be sold as soon as possible, as well as the receipt in storage of the wholesale goods of its customers, or even of foreign persons, in specific stores intended. 2. To buy real estate on its own, except for those necessary for the exercise of the trade or bank or the use of the bank's staff, as well as outside the buildings acquired in the execution of the bank The latter buildings will be sold as soon as possible. From this prohibition, the buildings bought for the storage of goods whose storage is allowed in the conditions of par. 1 1 of this article. 3. To buy for their own account, dividend-producing securities for a total of more than 25 percent of the value of the share capital, plus reserves. 4. To create or participate in other enterprises of any kind, with a capital of more than 25 percent of the value of the share capital, plus reserves. 5. To buy their own shares on their own, to grant loans on them, to constitute them in the pledge for the debts of the bank, to place them through colportage, or imposing them on the occasion of granting loans to customers. The redemption of own shares is exempted in order to reduce the share capital, decided by the extraordinary general meeting of shareholders. 6. To receive deposits in cash or securities, when the bank's assets are in a state of cessation of payments, or the liability surpasses the asset. In all these cases, the responsibility of the administrators is presumed until proven otherwise. 39. No one can ordinarily exercise short-term credit operations, either from his own capital or from the capital of other persons or banks, except in the conditions of the present law. By short-term credit it is understood any kind of loan operation of money, the term of which is no longer than six months. In terms of loans granted to farmers, these shall be counted in the short term when their maturity does not pass one year after the granting of the loan. Proof that a person is a farmer is made with a certificate issued by the competent Agriculture Chamber, or by that perception. 40. Banks that receive deposits in sight or contract other bonds in sight, are obliged to have a cash reserve of at least 10 percent of the totality of these commitments. Apart from this, banks are obliged to have a slightly liquidable reserve, consisting of State securities, or guaranteed by the State, trade effects or accounting warrants at the National Bank of Romania, in the proportion of 1/3 of these commitments. Deposits and debentures shall mean all deposits and bonds contracted by the bank, the execution of which must take place upon request or within a maximum period of 30 days. 41. Banking enterprises that receive securities or trade effects in the warehouse or pledge, are obliged to keep them with the care of a conscientious trader, to enroll them in special registers, with the showing of their way, of their nominal value, of the numbers and series bearing, as well as all the signs that distinguish them from other titles, bearing the same name. These values cannot be given in the pledge by the bank nor entrusted to other persons, except with the express consent of the depositor or the one who constituted the pledge. No bank may exercise the right to vote belonging to the securities that were given to it in the warehouse or in the pledge, except with the express consent of the depositor or the establishment of the pledge. This consent must be given on the occasion of each deposit of securities in the warehouse or in the pledge. For the values received in the warehouse or in the pledge the banking enterprise is obliged to issue to the customer a certificate finding the enumeration of all the distinctive elements provided for in paragraph 1 of this article. + Title IV Supervision and control of bank trade 42. For the application of this law, as for the supervision of the bank trade in general, a Higher Banking Council is established, having legal personality. The Bank Superior Council operates alongside the National Bank of Romania. This Council shall consist of: Governor of the National Bank of Romania A designated delegate between the administrators of this institution; A delegate of the Ministry of Finance; A delegate of the Ministry of Justice, elected among the councillors of the Bucharest Court of Appeal; A delegate of the Union of Chambers of Commerce and Industry. A delegate of the Union of Chambers of Agriculture. The professor of currency, credit and banks from the Academy of High Commercial Studies in Bucharest. Four delegates of the Association of Romanian Banks, one of which will be designated by the group of small banks in this association. At least two of those delegates will be from the province. The appointments of the members who compose the Council shall be made by royal decree, after the proposal of the Minister of Finance and the recommendation of the institutions designating them, with the exception of the Governor The duration of the delegation of members of the Banking Superior Council will be 4 years. Two years after the establishment, three of the members of the Banking Superior Council, outside the governor of the National Bank of Romania and the delegates of the State, will be drawn, their mandate ceasing by law. In their place will be immediately appointed three other members, in the same conditions shown above. Members of the exit or whose mandate has expired, or ceased, may again be recommended and appointed. The delegation of the members of the Banking Superior Council is irrevocable, apart from serious deviations that will be found by the unanimous decision of the other members who compose the Council. The Governor of the National Bank of Romania is rightfully the President of the Higher Banking Council; the Council will appoint a Vice President from his breast The members appointed on the basis of the quality they hold, are considered to be resigned when their activity ceases. The members of the Council must meet the conditions required by art. 29 of the present law. They shall lose their capacity as members in the event of a final conviction for the facts provided for in that article. 43. In addition to the Higher Banking Council a General Secretariat is created. The Secretary-General will be appointed by royal decree, after the proposal of the Ministry of Finance and the recommendation of the Superior The Secretary-General will have a specialist academic title. He will witness the deliberations of the Superior Banking Council, counteracting all its decisions. 44. The Superior Council of Banking decides on the issues given in its competence, in the presence of at least 7 members. He judges on the basis of written memoirs at the time limit. For this term the interested party will be quoted ex officio, by registered letter, with at least 10 days off before the deadline day fixed. At the first term the interested party will be able to ask for another deadline for submission of documents and memoirs 45. For the validity of the decisions of the Superior Council, 6 votes are required. In case of parity, the president's vote decides. The decisions of the Banking Higher Council must be motivated. They're definitive. The decisions of the Banking Superior Council are mandatory for the judge delegated to the Trade Register Office, called to give the order for registration in the register of banking companies, according to art. 9, both in case of formation and in case of modification of the bank's statutes. These decisions will be communicated by registered letter, within 30 days of their delivery, to the interested party and to the Prosecutor General of the Court of Cassation. Within 30 days of the communication of the decision, the interested party and the Prosecutor General will be able to appeal in the Cassation. In case of admission of the appeal, the Court of Cassation will evoke the fund. The Court of Cassation will adjudicate urgently in the council chamber. Public Ministry appeal suspends execution. 46. In case of deviations from the present law or from the statutes of the bank, the Superior Council of Banking may be referred to, either ex officio, by the complaint of any interested party or by the public ministry. If it is noticed, the Banking Superior Council will order a research of the situation complained about. The research will be done by the Council through the special bodies of the National Bank of Romania After submitting the finding report, the President of the Superior Banking Council or his replacement will set a deadline for the trial of the case, according to art. 44. If the Council finds the complaint grounded, it will pronounce a decision according to art. 45, by which it will take the measures provided for in this law, given in its competence and will refer the matter to you, to be the case, the public ministry or the competent courts. The decisions of the Banking Superior Council, pronounced according to this article, are executors of law. They will be executed by a delegate of the Superior Banking Council; on the case of necessity it will be possible to ask for the contest of public authority, according to the laws of forced execution The appeal against the decisions given on the basis of this article suspends the execution. ----------------- Note *) See the Laws of 11 July 1930, 18 December 1931, 23 December 1932 and 1 April 1933. 47. The members of the Banking Superior Council are obliged to keep the trade secret. They are also obliged to keep the general secretary and the other officials of the Council, under the sanctions that will be provided for in the regulation. 48. By the regulation of this law will be determined in a thorough manner the functioning of the Banking Superior Council, its bodies of representation and execution of the decisions taken, the services and personnel necessary for its offices, as well as the budget expenses and salaries, both of the members composing the Council and the staff of the aid. 49. The budget of the Banking Superior Council will be covered by the contributions of all banks operating in Romania and through the special fees for authorizations, which will be determined by the regulation of this law. The contributions will be proportional to the share capital of each bank, without being able to exceed 0.25 per thousand annually and will be paid in four quarterly installments, under penalty of withdrawal of authorization in case of unjustified refusal at the request of the Council, after a pre-summons by registered letter of 15 days. + Title V Final, criminal and transitional provisions 50. Exchange houses or vegetables that limit their trade only to exchange operations of any kind of coins are not subject to art. 2 2 and 4 and neither the other provisions of incorporation and operation of this law. However, they will be subject to supervision and control of the Banking Superior Council The exchange offices will not be able to put the word "bank" in their company. 51. Commercial enterprises that have the main object of their trade only the granting of loans on the pledge, of any kind of objects and which do not fall under the provisions of the law of 9 March 1915, amended on 30 May 1929 *), relating to the houses of loan on the pledge of farmers and industrialists, are constituted and operate in the conditions of the present law. The loan houses on the pledge will not be able to carry the word "bank" in their company, but only the name "loan houses on the pledge" or another similar. ---------------- Note *) See the Law for the Houses of Loan on the Gage of Farmers, dated March 10, 1915, with amendments, of which last on May 30, 1929. 52. The merger of two or more banking companies, whatever their way, shall be decided by each individual company, with the vote required to amend the statutes. The board of directors of each of the banks that will merge will be able to submit the merger prospectus to the prior visa of the Superior Banking Council. The merger decision of each banking company, encompassing the conditions of the merger, the balance sheets and the decision authorizing the Superior Banking Council, will be submitted to the Trade Register Office of each merging company, to be entered the register of banking companies and published according to art. 9. Within 2 months from the date of publication of the above acts, each creditor will be able to object to the merger at the trade court of the place where the merged companies have fixed their headquarters. All oppositions will be judged urgently in the council chamber, by a single decision. On the contrary, the court may appeal within 10 days of the ruling. The court will adjudicate emergency in the council chamber. The term of appeal shall be 10 days after delivery. The appeal will be adjudicated urgently in the council chamber. The opposition suspends the merger, except when it will be justified to pay all social debts or to record them at the National Bank of Romania or at the Cassa de Depuneri, when all creditors agree to the merger or when the opposing creditors were uninterested by paying or recording the amount. After the expiry of the above deadline, or if opposition was made and opponents were not uninterested, following the final ramification of the decision given on the opposition, the merger will be able to be executed. The company remaining in the being or the new company resulting from the merger takes over all rights and bonds of the companies extinguished. Merger decisions are opposable to shareholders, without being able to withdraw from society. 53. If the composition of the first balance sheet of the merged banks would result from the revaluation of buildings or other assets of value pluses, which, according to the laws in force, are taxable, which will be exempt from any taxation if they are passed to the reserves Merged bank. 54. If, due to the losses suffered, the share capital of a bank has decreased by half of the value of the statuary capital, or at half of the amount of the required capital, provided for in 11, 12 and 35 of this law, when the statuary was not higher, the administrators, and in case of omission on their part, the council of censors, are obliged to convene, within 2 months from this finding, the extraordinary general meeting of associates, to decide on the reunification of social capital. If the general assembly is not convened by these bodies, the convocation will be made by emergencies, following a prior research, by the Higher Banking Council. If the general meeting does not decide to complete the social capital or to liquidate the company, or if within 3 months from the date of meeting the general meeting of the associates the completion of the social capital is not realized, the withdraw the authorization and may decide to liquidate the banking company. The same rules will be able to apply to companies in collective names, in order or with limited liability, when the assembly of associates can be convened by any of the associates. The liquidation will be made according to the provisions of the trade code in terms of liquidation of companies *) and under the supervision of the Superior Banking Council, which will refer the competent trade court to this end. ------------------ Note *) See Section VI of the Commercial Code, art. 199. 55. In the event of bankruptcy from a banking enterprise, the asset inventoried by the syndic judge will be liquidated by a curator appointed by the tribunal who declared bankruptcy, after a list of specialists drawn up by the Superior Banking Council. The appointment of the curator will be made by even the declaratory sentence of bankruptcy or by a posterior conclusion. The asset of the bankrupt banks will liquidate by the curator, under the direction and control of the syndic judge. In case of necessity, the meeting of creditors of a bankrupt bank will be able to designate a commission of creditors to help and supervise the liquidation work entrusted to the curator. The liquidation accounts will be submitted to the syndic judge who will submit to the tribunal's approval. All actions and acts enjoyed by the curator, in order to liquidate, are exempt from any taxes or stamp, without the damage of the bankrupt taxes due to the Statute. The provisions of this article also apply to bank bankruptcies in the process of liquidation. 56. If in the course of the existence of a bank it is found that it does not comply with the prescriptions of the present law, the Superior Council of Banking will be able to decide to limit the bank's operations or if necessary If from the research made it is found that the value of the total of a bank's commitments surpasses the value of its asset, the Higher Banking Council will be able to decide the liquidation and refer the matter to the competent commercial court, to proceed with the liquidation of the bank 57. Anyone who will exercise the bank trade without the authorization required by art. 4 or will violate the provision of art. 39 of this law, will be punished with imprisonment from 3 months to 2 years and with a fine from 20,000 to lei 500,000. The transmission of the cambies that guarantee the loans by the offending borrower at the provision of art. 39, do not defend it from the penalty provided by this article. In case of establishment of a branch without the authorization required by art. 16, the administrators and the guilty directors will be punished with a fine of 50,000 to lei 500,000 each. In this case the Banking Superior Council will decide to abolish the branch. 58. Founders, administrators, directors and censors, who will have passed the falit situation or any of the convictions provided by art. 29, will be liable to sentence from 15 days to 6 months imprisonment and fine from 10,000 to lei 100,000, without application of relief circumstances. They will lose full as the quality of administrators, censors or directors of that bank. This revocation will be pronounced by the Superior Banking Council, even before the opening of the public action, in which case the appeal does not suspend the execution. 59. In case of bankruptcy from a bank, violation of art. 4, 9-15, 17, 19, 20, 24, 26-28, 30-32, 34-38, 40-41, will attract for the administrators, directors and censors guilty, the sanction provided by laws for the fraudulent bank, without the damage of the other civil and criminal penalties provided for in this law or other laws in force. 60. The criminal sanctions provided for in this law are within the jurisdiction of ordinary courts. 61. Within two months from the promulgation of this law, in which time the Superior Council of Banking will be established, each existing bank shall be obliged to communicate to the Superior Banking Council, copy of the last annual balance sheet, copy of the gross balance sheet of the last semester, as well as the list of members of the Board of Directors, of censors The banking enterprises registered today in the trade register *), will be registered in the bank register, on the basis of an application, accompanied by the articles of association, statutes as well as the list of administrators. The application will address within 2 months from the promulgation of this law to the delegated judge at the respective Office, indicating the registration number in the trade register, without any formality or payment of any tax. The provisions of this article also apply to banks existing under the individual company. They are always obliged to declare their own capital, to communicate the articles of association and statutes. They will still be able to receive deposits to fruition, in term or in plain sight, for two years from the promulgation of this law. Banks existing in the form of companies in collective names, in simple or limited liability, which do not meet the prescriptions of this law, are subject to the same conditions, but may receive deposits only up to the amount of capital their fully paid social. Deposits received until the date of promulgation of this law, as well as the total commitments, will be proportioned within a maximum of five years, from this date, according to the prescriptions of this law. Also, existing banks in the form of joint stock companies are subject to the conditions set by this article, while being obliged within a maximum of five years to share deposits and total liabilities, in accordance with the provisions of this law. The rights won, provided for in this article, will also benefit the companies that will merge during these 5 years. ------------------ Note *) See the Law on Trade Register, dated April 10, 1931, with amendments July 27, 1931 and April 9, 1932. 62. The provisions of this law shall enter into force from its publication in the Official Gazette. The buildings found at the promulgation of the present law in the patrimony of a bank, are not subject to the provisions of art. 38, point 2. Within five years from its publication all banks existing in Romania will comply with all the conditions provided for in this law. This deadline can be extended by the Higher Banking Council. 63. All provisions of the contrary of this law shall be repealed. A regulation of this law will determine the operating rules of the Superior Banking Council, balance sheets and summary situations, as well as any other rules for the application of the provisions of this law. ---------------------