Law No. 195 of 17 November 1997 approving Government Emergency Ordinance nr. 32/1997 modifying and completing law No. 31/1990 on the ISSUING companies, the PARLIAMENT Published in MONITORUL OFICIAL nr. 335 of 28 November 1997, the Romanian Parliament adopts this law.
The sole article approving Government Emergency Ordinance nr. 32 of 16 June 1997 on the amendment and completion of the law nr. 31/1990 on the companies, published in the Official Gazette of Romania, part I, no. 133 of 27 June 1997, with the following modifications: 1. In article I, section 1, article 6 shall read as follows: Art. 6. The signatories to the memorandum of association-as well as individuals who have an important role in the formation of the company founders are considered.
Cannot be founders people who under the law are incapable or who have been convicted for fraudulent management, abuse of trust, forgery, use of forgery, fraud, embezzlement, perjury, or taking bribes, as well as to other offences provided for in this law. "
2. In article I, section 1, article 7 shall read as follows: Art. 7. The articles of incorporation of the company-the simple or limited partnership, the limited liability shall include: a) name and surname, place and date of birth, domicile and nationality of members, natural persons; name, registered office and Associates, legal nationality. The limited partnership will look like mere sleeping partners and Associates comanditati Associates;
b) form, name, registered office and, where applicable, the emblem of the society;
c) the objects of the society, stating the scope and main activity;
d) share capital subscribed and paid up, with an indication at the contribution of each partner, in cash or in kind, the value of the contribution in nature and how the assessment and the date at which you will pay in full the issued share capital. Limited liability companies shall specify the number and the nominal value of the social parties, and the number allotted to each of the parties associated social contribution;
e) associations which represents and manages the company or non-administrators, individuals or legal, what powers were conferred on them and if they are to exercise them together or separately;
f) each associated bonuses and losses;
g) side-Branch Headquarters, agencies, representative offices or other such units without legal personality-when you set up a date with the company, or the conditions for the establishment of a later date, if there is such an establishment;
h) the duration of the company;
I) the winding-up and liquidation of the company. "
3. In article I, section 1, article 8 shall read as follows: Art. 8. The articles of incorporation of the company-stock or stock in limited partnership will include: a) name and surname, place and date of birth, domicile and nationality of members, natural persons; name, registered office and Associates, legal nationality. The limited partnership joint stock Association, or limited partners will look and comanditati;
b) form, name, registered office and, where applicable, the emblem of the society;
c) the objects of the society, stating the scope and main activity;
d) share capital subscribed and the shed. At incorporation, the share capital subscribed, chickenpox, every shareholder shall not be less than 30% of the subscribed, where by law otherwise. The remaining capital will have paid up within 12 months of the registration;
(e) the value of goods) constitute as a contribution to the society, the nature of the assessment and the number of shares granted to them;
f) number and the nominal value of the shares, specifying whether they are registered or bearer. If there is more than one class of shares, it will show the number, nominal value and rights of each class of shares;
g) first and last name, place and date of birth, domicile and nationality of Directors, individuals; name, Head Office and the nationality of legal persons, managers; the security that administrators are required to submit, what confers powers and if they are to exercise them together or separately; special rights of representation and Administration granted some of them. For companies in limited partnership by shares indicate limited partnership that represents and manages the society;
h) name and surname, place and date of birth, domicile and nationality of Auditors, individuals; name, Head Office and the Auditor, legal nationality;
I) clauses on management, administration, control and management of the company;
j) duration of the company;
k) the distribution of benefits and losses of tolerance;
l) side-Branch Headquarters, agencies, representative offices or other such units without legal personality-when you set up a date with the company, or the conditions for the establishment of a later date, if there is such an establishment;
m) the advantages reserved for founders;
n) shares the sponsors in limited partnership by shares;
a) transactions of associates on behalf of the company image is created and it is going to take over, and the amount to be paid in respect of those operations;
p) mode of dissolution and liquidation of the company. "
4. In article I, paragraph 1, article 11 shall read as follows: Art. 11.-the share capital of a limited liability company may not be less than 2,000,000 lei and shall be divided into equal shares, which cannot be less than 100,000 lei.
Shares may not be represented by negotiable securities. "
5. In article I, paragraph 1, article 14 shall read as follows: Art. 14. a natural person or a legal person cannot be the sole than in a single limited liability company.
A limited liability company may not have as sole another limited liability company, consisting of a single person.
In case of breach of the provisions of paragraph 1. 1 and 2, the State, through the Ministry of finance will ask the judicial dissolution of a company thus formed. In addition, the Chamber of Commerce and industry or any territorial claimant may request judicial dissolution of a company established in contravention of the above provisions.
On the basis of the judgment of dissolution, liquidation will be made under the conditions laid down in this law for limited liability companies. "
6. In article I, section 1, article 15 shall read as follows: Art. 15.-cash Contributions are required in the formation of any form of society.
The nature of the contributions are accepted for all types of company. Such consideration shall be carried out by transferring the appropriate rights and through effective teaching by the company of the goods in use.
The contributions receivable are freedom under art. 54. Such consideration shall not be admitted to the joint-stock companies is through subscription by the public and companies in limited partnership joint stock or limited liability.
Benefits in work cannot constitute consideration to the formation or capital increase.
Associates in the society and comanditati associations can compel work benefits by way of social contribution, but cannot constitute consideration to the formation or capital increase. In Exchange for this contribution, associations have the right to participate, according to the memorandum, the Division of benefits and social assets, remaining, however, forced to participate in losses. "
7. In article I, section 1, article 16 shall read as follows: Art. 16.-The memorandum of Association shall authenticate this proof issued by the trade register Office on the availability and the company's emblem. "
8. In article I, paragraph 1, article 17 shall read as follows: Art. 17.-when the joint-stock company shall be constituted through public subscription, the founders will prepare a prospectus that will contain the data provided for in art. 8, except those concerning administrators and censors, and in which it will establish the date of subscripţiei.
Prospectus signed by founders in authentic form, you have deposited before publication, the trade registry office in the county where the headquarters will be established.
Judge-delegate at the trade register Office, noting the conditions of paragraph 1. 1 and 2, will authorise the publication of the prospectus of the issue.
Prospectuses which do not include all of the entries are void. Subscriitorul will not be able to invoke this Declaration of invalidity, if you took part in the constituent Assembly or if it exercised the rights and duties of a shareholder. "
9. In article I, paragraph 1, article 18 shall read as follows: Art. 18.-Subscriptions of shares will make one or more copies of the prospectus of issue of the founders, concerned by the judge as a delegate.
The subscription will include: the name and surname or business name, domicile times headquarters subscriitorului; number in letters, of shares subscribed; the date on which the express statement that subscriitorul know and accept the prospectus.
His participation in the founding of the society, on behalf of the reserved by them, though accepted by policyholders, would serve no purpose unless it will be approved by a constituent Assembly. "
10. In article I, section 1, article 19 shall read as follows:
"Art. 19.-not later than within 15 days from the date of closure of the subscription, the founders shall convene a constituent Assembly, by means of a notice published in the Official Gazette and in two newspapers with wide spread, 15 days before the date fixed for the meeting. The notification will include the date and place of the Assembly, which may not exceed two months from the date of subscription, and the issues that will be the subject of talks. "
11. In article I, section 1, article 20 shall read as follows: Art. 20. The company may be set up-only if the entire capital was subscribed and receiving each shed half of its cash shares subscribed at Casa de Economii Consemnaţiuni times and a commercial bank or at one of their establishments. The rest of the subscribed share capital will have paid up within 12 months of registration.
Shares representing contributions in nature will have to be covered in its entirety. "
12. In article I, paragraph 1, article 25 shall read as follows: Art. 25.-If there is a consideration in the nature, advantages reserved for founders, concluded by the founders on its behalf what is created and it is expected to take upon himself the constitutive Assembly appoints, under art. 34 ^ 4, one or more experts, which will give its opinion on the assessments.
If the required majority cannot be met, the appointment of the experts will be made by the judge, at the request of any delegate receiving. "
13. In article I, section 1, article 26(2) shall read as follows: Art. 26.-once the experts have made the assessment report provided for in article 10. 34 ^ 3, founders of the constitutive Assembly reconvened, under the provisions of art. 19. If the value of contributions in kind, drawn up by the experts, is less than one-fifth that laid down by the founding prospectus, any receiving may withdraw, letting the founding fathers until the date fixed for a constituent Assembly.
Actions by returning acceptanţilor who withdrew funds can be retrieved within 30 days or, later, by other people, on the verge of subscription by the public. "
14. In article I, section 1, article 28 shall read as follows: Art. 28.-Payments made under art. 20, for the establishment of the company through subscription by the public will be handed over to persons charged with their receipt, by the articles of incorporation, and in the absence of provisions, persons designated by the Board of Directors, after presentation of the certificate to the Office of the trade register, which shows the registration guidelines.
If the formation of the company did not take place, the refund payments will be made directly to acceptanţilor. "
15. In article I, section 1, article 29(3) shall read as follows: Art. 29. take over their Founders-the consequences of the acts and of the necessary expenses of the establishment of the company, and if, for any reason, it will not pose, they cannot turn against the acceptanţilor.
The founders are obliged to hand over the documents and correspondence managers regarding the formation of the company. "
16. In article I, section 1, article 34 shall read as follows: Art. 34.-joint-stock companies established by public subscription will be considered open. 2(a) k) of law No. 52/1994 on securities and stock exchanges, which are supplemented by the provisions of this law regarding the registration in the commercial register. "
17. In article I, section 1, article 34 ^ 1 shall read as follows: Art. 34 ^ 1. -Within 15 days from the date of incorporation, the founders of authentication or managers of the company or a trustee thereof, require the registration of the company in the commercial register in whose territorial RADIUS will have the company's headquarters.
Application shall be accompanied by: a) the articles of incorporation of the company;
b) proof that the payments under the terms of the memorandum of Association;
c) laws relating to property and the nature of the intake, where they listed real estate, that confirms the certificate tasks that are encumbered;
(d) certification of acts) operations concluded on its behalf and approved by the assign;
s) the statutory declaration of the founders, administrators and Auditors that fulfil the conditions laid down in this law.
All notices or authorization documents issued by public authorities in the light of the objects of the society shall be requested by the Office of the trade register within 5 days from registration of the application, the competent authority will have to issue notices or documents of authorization within 15 days. It is not necessary to submit opinions or technical authorisations nor those whose release is legally subject to the registration of the company. "
18. In article I, section 1, article 34 ^ 3 will read as follows: Art. 34 ^ 3. -Joint-stock companies, if there is a consideration in the nature, advantages reserved for founders, concluded by the founders on its behalf what is created and it is expected to take upon himself the judge delegate calls, within 5 days from registration of the application, one or more experts from the list of authorized experts. They will prepare a report including a description and assessment of each module aportat will highlight good and if its value corresponds to the number and value of shares granted in return, as well as other items specified by the judge as a delegate. For movable property will be taken into account in the Bill.
The report will be filed within 15 days at the trade register Office and may be examined by the personal creditors you or others associates. At the request and expense them, they may issue copies of all or part of the report. "
19. In article I, section 1, article 34 ^ 7 shall read as follows: Art. 34 ^ 7. -On the occasion of registration, conclusion of the judge shall be forwarded to delegate ex officio Official Monitor, for publication at the expense of the parties and financial administration in which the headquarters of the company for tax record keeping, with the indication of the registration number in the trade register.
At the request and expense of the parties, the articles of incorporation, approved by judge-delegate, shall be published in Official Monitor of Romania the same, full or in excerpt.
In the case of the limited partnership, in the Official Gazette of Romania may publish an excerpt of the conclusion, endorsed by the delegated judge, which will include: closing date, the identification data of the members, the name and, if any, its registered office, company logo, shape, activity, in short, social capital, duration of the company, registration number in commercial register. "
20. In article I, section 10, article 61 shall read as follows: Art. 61.-joint-stock company, The share capital is represented by shares issued by the company, which, after the manner of transmission can be nominative or bearer.
Kinds of actions will be determined through the Constitutive Act; otherwise, they will be the spokesman. Registered shares may be issued in physical form, on paper or in dematerialized form, entry of a company's Shares. shares issued through a public offering of securities, defined as such by the law on securities and stock exchanges are subject to the rules applicable to the organized market on which those shares are traded. "
21. In article I, section 11, article 61 ^ 1 shall read as follows: Art. 61 ^ 1. -Shares may not be issued for an amount lower than the nominal value.
Actions are always entirely unpaid cheque.
The share capital will be increased and will not be able to issue new shares until they shall have been fully paid to those in the previous issue.
Registered shares may be converted into bearer shares and vice versa, by decision of the extraordinary General Assembly of shareholders, taken pursuant to article 76. it can securitize more cumulative shares, which are issued in registered form. "
22. In article I, section 12, article 62 (3) shall read as follows: "For nominative shares shall mention: surname, given name and domicile of the shareholder, individual; name, registered office and registration number of the shareholder, a legal entity. "
23. In article I, section 15, article 64 shall read as follows: Art. 64.-ownership of the registered shares shall be transmitted through the statement made in the register of shareholders of the issuer, underwritten by the transferor and the transferee or by their authorised representatives, and through the endorsement made on action. By the articles of incorporation may provide other ways of transmission of ownership of registered shares.
Ownership of the shares issued in dematerialized form and traded on an organised market shall be transmitted in accordance with the law on securities and stock exchanges.
Subscriitorii and subsequent assignees be liable jointly and severally for the payment of the shares for three years, reckoned from the date when the entry was made in the register of shareholders of transmission. "
24. In article I, section 18, article 69 shall read as follows: Art. 69.-the company may not acquire its own shares either directly or through persons acting in their own names but on behalf of that company, apart from when the extraordinary general meeting of shareholders decides otherwise, in compliance with the provisions that follow.
Authorizing the acquisition, the extraordinary general meeting will determine, in large part, the manner of reaching the maximum number of shares to be acquired, the counterpart of their maximum and minimum period and to carry out the operation, which will not exceed 18 months from the date of publication of the decision of the General Assembly in the Official Gazette of Romania.
The value of own shares, acquired by the company, including those contained in the portfolio may not exceed 10% of the issued share capital.
You can only acquire shares fully paid shares and only if the subscribed share capital is fully paid up.
Payment of shares thus acquired will be done only from distribuibile and benefits from available reserves, excluding the legal reserve, entered in the last balance sheet approved. If the shares acquired shall be accounted for in the balance sheet assets will go, the passive, a reserve of the same amount available, which will be maintained until the assignment or the cancellation of such shares.
In the annual report that accompanies the balance sheet shall show: the reasons that led to the acquisition of own shares, the number and the nominal value of the shares acquired, and the equivalent value of the fraction of capital which they represent.
Own shares acquired in contravention of the provisions of this article shall be disposed of within a period of one year from the date of their subscription in the manner established by the extraordinary general meeting. The neînstrăinate within this period will be cancelled, the company being obliged to lower the corresponding social capital. "
25. In article I, section 19 shall read as follows: "19. After the items are inserted in article 69 69 69 ^ 1, ^ 2, 69 and 69 ^ 3 ^ 4, with the following contents: lt; Lt; Art. 69 ^ 1. -The restrictions mentioned in article 1. 69 do not apply when the acquisition by the company of a given number of own shares, fully paid shares, shall be made in any of the following circumstances: (a)) with a view to reduce registered capital, according to art. 154 ^ 1, by cancelling a number of own shares, for an amount corresponding to the reduction;
b the transfer of staff) for the company of a number of its own shares within the limits and under the conditions approved by the general meeting of shareholders. A transfer operation shall not exceed one year from the date of publication of the decision of the General Assembly in the Official Gazette of Romania;
c) through universal succession or of a merger or a judicial decision handed down in proceedings against a debtor's voluntary tracking of society;
d) free of charge;
e) in order to stabilize the course of actions in the stock market's own or organized over-the-counter market, but only on the advice of the National Commission for securities.
Art. 69 ^ 2. A company may not advance funds or loans and guarantees to constitute for the purpose of underwriting or acquisition of its own shares by a third party.
Taking the pledge of its own shares either directly or through persons acting in their own names but on behalf of the society, shall be treated as own shares with the acquisition. The shares will be accounted for separately.
The provisions of this article shall not apply to the current operations of the Bank and credit societies, any operations performed in order to gain by the company's employees to its shares or any of its affiliates.
Art. 69 ^ 3. -Pledging of shares shall be made by the holder of the date of the statement in their authentic form or in writing under private signature, certified by the clerk of the company or, where appropriate, of the private shareholders, independent of the statement or entry in that will show the amount of the debt, the amount and category of shares pledged.
Establishment of pledge shall be entered in the register of shareholders.
Pledger creditor shall be issued proof of mortgages.
Art. 69 ^ 4. -According to the provisions of article Shares acquired. 69 ^ 1-69 ^ 3 do not give entitlement to dividends. Throughout the entire period of possession by the society, the right to vote which it confers on these shares is suspended. GT; gt; "
26. In article I, section 20 shall read as follows: "20. Article 70 shall read as follows: lt; Lt; Art. 70.-Shareholders offering for sale their shares through a public offering will have to draw up a prospectus for the offer, in accordance with the provisions of the law on securities and stock exchanges. GT; gt; "
27. In article I, section 22, article 75 shall read as follows: Art. 75.-the extraordinary General Assembly shall meet as often as is necessary to take a decision: to change the legal form) of the company;
b) moving company headquarters;
c) the objects of a changing society;
d) extend the duration of the company;
(e) increase the social capital);
(f) reduction of share capital) or his reunification through the issue of new shares;
g) merger with another company or Division of the company;
h) dissolution of society beforehand;
I) conversion of shares from one category to the other;
convert a category j) bond in another category or in action;
k) issue of bonds;
it) any other amendment to the articles of incorporation or any other resolution that required the approval of the extraordinary General Assembly. "
28. In article I, section 35 shall be inserted after point 35 ^ 1 with the following content: "35 ^ 1. -In article 98, paragraph 2 shall read as follows: lt; Lt; Chairman of the Board and ceo can be or directory, where quality leads and Steering Committee. GT; gt; "
29. In article I, section 43, article 119 shall read as follows: Art. 119.-in order to proceed to issuing bonds through public offer, defined as such by the law on securities and stock exchanges, administrators will publish a prospectus, which will include: a) the name, activity, location and duration of the company;
(b)) share capital and reserves;
(c)) date of publication in the Official Gazette of Romania the conclusion and registration changes you have brought articles of incorporation;
d social patrimony) after the last balance sheet approved;
e) categories of shares issued by the company;
f) total amount of government bonds that were previously issued and to be issued, the manner of repayment, the nominal value of bonds, an indication of their interest, whether they are registered or bearer, as well as an indication if they are convertible from one category to another or in action;
g) tasks the company buildings detract;
h) date on which the judgment was issued extraordinary General Assembly which approved the issuance of the bonds. "
30. In article 47, point (1) Article 127) and f) shall read as follows: ' a) a register of shareholders, stating, where appropriate, the full name, business name, domicile or registered office of the shareholders with registered shares, as well as payments made to the account. Track of the shares issued in dematerialized form and traded on an organized market will be an independent outfit's private shareholders, according to the law on securities and stock exchanges; "
' f) a register of bonds, showing the total of bonds issued and reimbursed, as well as first and last name, business name, domicile or registered office holders when they are registered. Record keeping obligations issued in dematerialized form and traded on an organized market will be the outfit under the law on securities and stock exchanges. "
31. In article I, paragraph 50, article 133 shall read as follows: Art. 133.-administrators are obliged, within 15 days from the date of the General Assembly, to submit a copy of the balance sheet, the profit and loss account, financial administration, adding their auditor's report and the minutes of the General Assembly.
A copy of the balance sheet, financial administration relates, together with the acts referred to in the preceding paragraph shall be submitted to the trade register Office.
An announcement by which confirm the submission of these documents will be published in the Official Gazette of Romania, at the expense of the company and by the trade register Office, for companies that have an annual turnover of more than 100 billion dollars. "
32. In article 63, article I, section 159 shall read as follows: Art. 159.-in the case of share capital increase through public offering, administrators are liable jointly and severally for the accuracy of those shown in the prospectus, in the publications made by the company or in applications to the trade Registry Office, in order to increase the share capital. "
33. In article I, section 83, article 174 ^ 3 will read as follows: Art. 174 ^ 3. -The decision of the general meeting of the shareholders of each of the companies participating in the merger or the Division, their managers draw up draft terms of merger or Division, which will include: a) form, name and registered office of all companies participating in the operation;
b) grounding and the conditions of the merger or Division;
(c) establishment and assessment) assets and liabilities, which shall be transmitted to the recipient companies;
(d) the arrangements for the surrender of) shares or social parties and of the date on which they will entitle to dividends;
e) share-exchange ratio of the shares or of the parties and, where appropriate, the amount of any compensation;
(f) the amount of the premium) of merger or Division;
g) rights that are granted for any other special advantages;
h) balance sheet date of the merger or Division balance sheet, which will be the same for all the participating companies;
(I) any other data) of interest for operation. "
34. In article I, section 85, article 175 ^ 4 shall read as follows: Art. 175 ^ 4. -The merger or Division shall take place at the following dates: a) in the case of the establishment of one or more new companies, the date of registration in the commercial register of companies or of the last of them;
b) in all other cases, the date of entry in the commercial register the indication concerning the increase in the registered capital of the acquiring company. "
35. In article I, section 100, article 194 shall read as follows: Art. 194.-shall be punished by imprisonment from one to five-year-old founder, administrator, Director, Executive Director or legal representative of the company, which presents: a), in bad faith, in prospectuses, reports and communications to the public incorrect data on the company is incorporated on the economic conditions of the times, or hide, in bad faith, in whole or in part, such data;
b) presents, in bad faith, a balance sheet, shareholders of inaccurate or incorrect information on the economic conditions of society, in order to hide her real situation;
c) refuses to make available experts, in the cases and under the conditions laid down in article 21. 25 and 34 ^ 3, the documents required or hinder, in bad faith, to comply with any duties. "
36. In article I, section 111 shall read as follows: "111. Articles 205-207 and article. 209 is abrogated. "
37. In article I, section 111 shall be inserted after point 111 ^ 1 with the following content: "111 ^ 1. Article 208 shall read as follows: lt; Lt; Art. 208.-shall be punished with imprisonment from 3 to 12 years old persons guilty of fraudulent bankruptcy, consisting of one of the following facts: a) counterfeiting, evading or destroying or concealing today's society a portion of the assets of the company; the appearance of non-existent or debt in the records of the society, in another act or in the balance sheet of sums unduly paid, each of these acts being perpetrated in order to diminish the apparent value of assets;
b) in fraud of creditors, in the event of the bankruptcy of a company, of a significant asset. GT; gt; "
38. Article II shall read as follows: Art. II.-Bylaw and/or status of all contents of the law, with the exception of art. 5 and art. 212 paragraph 1. 1, is replaced by memorandum of Association.
The words of the Court in whose territory the company has its head office. 119, shall be replaced by the words of judge delegate to the trade registry in whose territory it has its registered office.
The words of the Court in whose territory the company has its head office. 124 para. 2 Remove. "
39. Article VI shall read as follows: Art. Vi.-Joint-Stock Companies, the limited partnership shares and existing limited liability, which does not have the minimum capital laid down in article 21. 10 and 11 of the Act, are required to complete within one year from the date of entry into force of this emergency Ordinance.
Until the expiry of that period, the paid-up share capital to the account of the raising of capital from stock companies and partnerships with limited liability on shares shall not be less than 30% of the subscribed to the same end.
Increase the registered capital will be able to make and by using reserves, with the exception of statutory reserves, as well as the benefits and premiums related to capital, including favourable revaluation differences social heritage, or in other ways permitted by law.
Instead of filling in the capital, the companies referred to in paragraph 1. 1 can opt for the transformation of society in another form in which the capital corresponds to the transformation that must be carried out within a period of one year from the date of entry into force of this emergency Ordinance.
In the event of a one-year term, the Tribunal, at the request of the State, through the Ministry of finance, or the Chamber of Commerce and industry or any other interested person, shall order the dissolution of the company.
For good reason, the Court will grant a term of not more than 6 months for completion of capital. "
This law was adopted by the Chamber of deputies at its meeting on 4 November 1997, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
p. CHAMBER of DEPUTIES PRESIDENT ANDREW JOHN CHILIMAN this law was adopted by the Senate at its meeting on 4 November 1997, in compliance with the provisions of art. 74 para. (1) of the Constitution of Romania.
SENATE PRESIDENT PETRE ROMAN — — — — — — — — — — — — — — — — —