Law No. 83 Of 21 May 1997 For Privatization Of Banking Companies In Which The State Is A Shareholder

Original Language Title:  LEGE nr. 83 din 21 mai 1997 pentru privatizarea societăţilor comerciale bancare la care statul este acţionar

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Law No. 83 of 21 May 1997 (* updated *) for the privatization of companies in which the State Bank is a shareholder (updated until august 18, 2003)-PARLIAMENT ISSUING — — — — — — — — — — — — — *) original text was published in MONITORUL OFICIAL nr. 98 of 23 May 1997. This is the updated form of S.C. "territorial Center of Electronic Computing" until august 18, 2003, with amendments and additions to: EMERGENCY ORDINANCE nr. 59 of 27 September 1997; EMERGENCY ORDINANCE No. 88 of 23 December 1997; EMERGENCY ORDINANCE No. 84 of 10 June 1999; EMERGENCY ORDINANCE No. 212 of 29 December 1999; EMERGENCY ORDINANCE No. 45 of 2 May 2000; Law No. 521 of 9 October 2001; EMERGENCY ORDINANCE No. 44 of 4 April 2002.
Romanian Parliament adopts this law.


Article 1 of the banking companies in which the State is a shareholder, hereinafter referred to as society Bank, established under the law. 15/1990 on the reorganization of State-owned economic units as 1900 and commercial companies, law No. 31/1990 on companies and the law No. 33/1991 concerning banking activity), is privatising in compliance with this law.
— — — — — — — — — — — — — — — *) Law No. 33/91 was repealed by law No. 58 of 5 March 1998 published in MONITORUL OFICIAL nr. 121 of 23 March 1998.


Article 2 (1) of the banking firms Privatization is carried out using one of the following processes: a) increase the registered capital through private equity contribution, in cash, on the basis of a public bid or of a private placement, carried out according to the legal provisions in force;
  

b) sale of shares managed by State property Fund, only against cash, with full payment, by individuals and legal entities with majority private capital, including the financial investment companies resulting from the transformation of Private ownership Funds, as well as by individuals and legal entities with foreign majority private capital;
  

c) combining the processes referred to in points. the a and b)).
  

(2) an exception to the provisions of paragraph 1. (1) the foreign legal persons relating to the international financial institutions.
  


Article 3 Repealed.
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Art. 3 has been repealed by article 16. 1 of the EMERGENCY ORDINANCE nr. 45 of 2 May 2000 published in MONITORUL OFICIAL nr. 192 of 4 May 2000.


Article 4 Repealed.
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Art. 4 was repealed by article. 44 from EMERGENCY ORDINANCE nr. 88 of 23 December 1997, published in Official Gazette No. 381 of 29 December 1997.


Article 5 Repealed.
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Art. 5 was repealed by article. 44 from EMERGENCY ORDINANCE nr. 88 of 23 December 1997, published in Official Gazette No. 381 of 29 December 1997.


Article 6 (1) For each company and banking privatization shall be formed by decision of the Cabinet of Ministers, on a proposal from the commune of Banca Naţională a României, the privatisation Authority and administration For the State and the Ministry of public finance, privatization Commission responsible for achieving the objectives of this law and of the principles of transparency, rigour and objectivity.
  

(2) the Commission will oversee the privatization of all operations related to the privatization of banking companies under the present law.
  

(3) the Commission of privatization shall consist of 9 members, one of whom is the President.
  

(4) as a member of the privatization Commission is incompatible with membership of the Board of Directors of the Bank, the banking company director or member of the Board of supervisors, as well as her and with the provision of any kind of nature activities make him addicted to prospective purchasers of shares offered for sale.
  

(5) the members of the Commission of privatization may not acquire through acts between vineyards, Bank shares in the company in a period of 3 years after ceasing to hold office, the period in which it is the responsibility and obligation to absolute secrecy regarding the facts and information to which they have had access in the exercise of their function and which relate to the banking company whose privatization a oversees.
  

(6) the members of the Commission will be unable to hold privatization, before switching to a period of 3 years after the termination of their function, the function of an administrator, a member of the Board of supervisors, special administrator or a member of the Steering Committee at the commercial bank that was privatized, or at one of its branches or subsidiaries of the times to engage in remunerated activity in this banking company.
  

(7) each Commission will submit to the Government's privatization status report on privatization operation for which he was called, at its completion, as well as on the occasion of completion of each stage of it.
  

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Alin. (1) of article 1. 6th amended by EMERGENCY ORDINANCE nr. 212 of 29 December 1999, published in Official Gazette No. 650 of 30 December 1999; as amended by law No. 521 of 9 October 2001 published in the Official Gazette No. 661 of 22 October 2001;
Paragraphs 1 and 2. (3) art. 6th amended by EMERGENCY ORDINANCE nr. 212 of 29 December 1999, published in Official Gazette No. 650 of 30 December 1999;
Paragraphs 1 and 2. (6) article. 6th amended by EMERGENCY ORDINANCE nr. 45 of 2 May 2000 published in MONITORUL OFICIAL nr. 192 of 4 May 2000.


Article 7 (1) Privatization and banking firms via any of the methods and procedures laid down in articles. 2 shall be implemented on the basis of the assessment report and the feasibility study, prepared by a specialized company, selected by tender in accordance with the methodological norms approved by the Decree of the Cabinet of Ministers, on a proposal by National Bank of Romania, the privatisation Authority and administration For the State and the Ministry of public finance.
  

(1 ^ 1) If the company specialized waive continuation of consulting activity intended for completion of the evaluation report and the feasibility study, National Bank of Romania, the privatisation Authority and administration For State and public finance Ministry will propose the Government to approve another company specialized who participated in the initial auction and who expressly manifested their intention to continue and to complete the term of activity of the assessment report and the study of feasibility studies, financial conditions at most equal to those of specialized company that dropped out.
(1 ^ 2) Where have expressed the intention more specialized companies, institutions referred to in paragraph 1. (1 ^ 1) will propose to the Government company specialized to offer the most advantageous financial conditions for the contracting authority.

(2) the evaluation report of a company's Bank shall be drawn up in accordance with international standards. The feasibility study will include a compulsory, and recommendations on: (a) process and method)/privatization methods that are indicated to be used;
  

b) optimal structure that shareholders must result after privatization;
  

c) maximum rate of social capital that can be gained by individuals and/or legal entities;
  

d) maximum rate of social capital that can be offered for privatization, in a single step;
  

e) repealed;
  

f) the categories of shares may be issued, the amount of the issue premium and the price of sale, where the process of privatization is the best placed to increase social capital, or a combination thereof with the sale of shares to the State property Fund.
  

(3) the main elements of the assessment report and the feasibility study, the privatization Commission appropriated, shall be subject to the system of advertising in major daily newspapers of national spread, and in the main international financial weekly.
  

(4) specialized Company, selected according to the provisions of paragraph 1. (1) the Commission shall give advice in the privatization and to complete the privatization process.
  

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Alin. (1) article. 7 was amended by EMERGENCY ORDINANCE nr. 212 of 29 December 1999, published in Official Gazette No. 650 of 30 December 1999; modified by law nr. 521 of 9 October 2001 published in the Official Gazette No. 661 of 22 October 2001;
Letter e) of paragraph 2. (2) article. 7 was repealed by article 19. 44 from EMERGENCY ORDINANCE nr. 88 of 23 December 1997, published in Official Gazette No. 381 of 29 December 1997.
Paragraphs 1 and 2. (4) article. 7 was introduced by EMERGENCY ORDINANCE nr. 84 of 10 June 1999, published in Official Gazette No. 270 of 11 June 1999.
Paragraphs 1 and 2. (1 ^ 1 and ^ 2 1) of art. 7 have been introduced by EMERGENCY ORDINANCE nr. 44 of 4 April 2002, published in Official Gazette No. 263 of 18 April 2002.


Article 8 (1) processes and methods used, and capital shares that may be acquired by natural or legal persons in the process of privatization of banking companies are established for each case by decision of the Cabinet of Ministers, on a proposal from the Commission, on the basis of consultations and of the opinion of the joint authority for privatisation and Administration For State, National Bank of Romania and the Ministry of public finances.
  

(2) the Government shall, on a proposal from the Commission for privatisation, will decide the circumstances under which terms and conditions may be changed by the privatization of a Bank, established according to the preceding paragraph.
  

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Paragraphs 1 and 2. (1) of article 1. 8 was amended by EMERGENCY ORDINANCE nr. 212 of 29 December 1999, published in Official Gazette No. 650 of 30 December 1999; modified by law nr. 521 of 9 October 2001 published in the Official Gazette No. 661 of 22 October 2001;


Article 9 (1) the purchase of the shares purchased from the Fund of State property of the persons referred to in art. 2(a) b) of this law shall be carried out both in lei and in foreign currency. Amounts in foreign currency received by the State property Fund for actions managed at banking companies and which are the subject of a sale/purchase contract shall be delivered to the reserve currency rule indemnifying Bank National Bank of Romania to pay the equivalent in lei of incoming foreign currency at the rate announced for the date of the transaction.
  

(2) where the privatization process chosen is the increase in share capital, including the combination of it with the sale of shares to the State property Fund, subscription of shares shall take place in lei and their payment is made both in lei and in foreign currency.
  

(3) where the persons or foreign legal entities opting for payment in MDL actions, in whole or in part, they will have to provide evidence that the amounts in question were obtained with the compliance with the currency regime applicable in Romania.
  


Article 10 (1) commercial banks, corporates, Romanian or foreign nationality working on Romanian territory, cannot grant credits for payment of shares acquired from the State property Fund or for payment of shares subscribed the increase of share capital to banking companies that are privatising.
  

(2) the Romanian natural persons or legal entities or not can use loans obtained for the purchase of the land, in whatever form, of shares issued by banking companies that fall under the provisions of this law.
  

(3) in the case of the use of credits obtained abroad, it prohibited the establishment of pledge on the shares to be acquired, in order to guarantee their refund.
  

(4) the Dobindirea shares in contravention of paragraph 1. (1), (2) and (3) is struck by absolute nullity.
  


Article 11 Repealed.
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Art. 11 was repealed by article. 44 from EMERGENCY ORDINANCE nr. 88 of 23 December 1997, published in Official Gazette No. 381 of 29 December 1997.


Article 12 Repealed.
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Art. 12 was repealed by article. 44 from EMERGENCY ORDINANCE nr. 88 of 23 December 1997, published in Official Gazette No. 381 of 29 December 1997.


Article 13 (1) within 60 days after the date of the privatisation of the majority of the share capital of a company, it will be an extraordinary general meeting of shareholders, resulting in the new structure.
  

(2) the extraordinary general meeting of shareholders referred to in paragraph 1. (1) will be included in the agenda of altering the Constitution and the election of new Trustees of the privatized Bank.
  

(3) At banking companies with state capital in part, State property Fund will be represented on the boards of Directors in proportion to the share of capital that he manages.
  


Article 14 (1) natural persons or legal entities, Romanian or foreign, which acts either directly or indirectly, individually or jointly and in conjunction with third parties, will not be able to acquire ownership of a number of shares representing more than 20% of the total share capital of a company which is privatising Bank according to the present law, except for the international financial and banking institutions are reputable.
  

(2) Repealed.
  

(3) Dobindirea of ownership of shares of a bank which is privatising, in contravention of the provisions referred to in paragraph 1. (1) and (2) constitute deviation from prudential banking rules and sanctions with the purchaser of deprivation of voting rights attaching to the exercise, as well as the obligation for it to assign, in accordance with the law, share capital thus gained.
  

(4) the National Bank of Romania shall notify the Board of Directors of the companies privatized Bank about the loss of the right to vote, in the cases referred to in paragraph 1. (3), as well as the obligations of the persons concerned.
  

(5) where the shares acquired in contravention of paragraph 1. (1) and (2) shall not be transferred within 90 days from the date of the finding of the infringement, National Bank of Romania will offer the company's actions in the case of cancellation of the Bank in question, the issue of new shares accompanying the same number and their sale, will the price charged to be recorded initially at the disposal of the purchaser, after forfeiture sale charges.
  

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Alin. (2) of article 9. 14 was repealed by article. 44 from EMERGENCY ORDINANCE nr. 88 of 23 December 1997, published in Official Gazette No. 381 of 29 December 1997.


Article sale-purchase Contracts beforehand, as well as any other arrangements in connection with this transaction, completed before the period established by regulatory acts governing the privatization of the company in the case of banking, are hit by absolute nullity.


Article 16 the Government together with the National Bank of Romania will inform, on a quarterly basis, based on the reports of the boards of privatization, the two houses of Parliament on the evolution of the process of privatization of banking firms and its results.


Article 17 (1) transactions in connection with the privatization of the banking companies, which are subject to this law, are not subject to financial control by the Court of Auditors.
  

(2) Repealed.
  

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Alin. (2) of article 9. 17 was repealed by article. 44 from EMERGENCY ORDINANCE nr. 88 of 23 December 1997, published in Official Gazette No. 381 of 29 December 1997.


Article 18 (1) this law shall enter into force 30 days after its publication in the Official Gazette of Romania.
  

(2) within the period referred to in paragraph 1. (1) the Romanian development agency, the State property Fund and the National Bank of Romania shall submit to the Government for approval, the requisite organizational measures for the implementation of this law.
  

— — — — — — — — — — — — — — — —-At para. (2) article. 18 the term "National Agency for privatization" is replaced by "Romanian Development Agency" through art. 2 of EMERGENCY ORDINANCE No. 212 of 29 December 1999, published in Official Gazette No. 650 of 30 December 1999.
This law was adopted by the Senate at its meeting on 14 April 1997, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
— — — — — — — — — — — — — — — — — Note: para. (2) article. 5 of the EMERGENCY ORDINANCE nr. 59 of 27 September 1997, published in Official Gazette No. 267 of 6 October 1997 States: "(2) the date of entry into force of this emergency Ordinance, law No. 83/1997 for privatization of banking companies in which the State is a shareholder, as published in the Official Gazette of Romania, part I, no. 98 of 23 May 1997, alter it and make it properly. "
SENATE PRESIDENT PETRE ROMAN this law was adopted by the Chamber of deputies at its meeting on 18 April 1997, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
p. VASILE LUPU, PRESIDENT of the CHAMBER of DEPUTIES — — — — — — — — —