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Law No. 58 Of 5 March 1998 Banking Law

Original Language Title:  LEGE nr. 58 din 5 martie 1998 Legea bancară

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LEGE no. 58 58 of 5 March 1998 (* republished *) (** updated) on banking ((updated until 19 May 2006 * *)
ISSUER PARLIAMENT




--------- * *) Republicated pursuant to art. II of Law no. 443/2004 , published in the Official Gazette of Romania, Part I, no. 1.035 of 9 November 2004, giving the texts a new numbering. Law no. 58/1998 was published in the Official Gazette of Romania, Part I, no. 121 121 of 23 March 1998 and has been amended by: Government Emergency Ordinance no. 24/1999 , published in the Official Gazette of Romania, Part I, no. 130 of 31 March 1999, approved with amendments by Law no. 246/2002 , published in the Official Gazette of Romania, Part I, no. 304 304 of 9 May 2002; Government Emergency Ordinance no. 56/2000 , published in the Official Gazette of Romania, Part I, no. 227 227 of 23 May 2000, approved by Law no. 437/2001 , published in the Official Gazette of Romania, Part I, no. 404 404 of 20 July 2001; Government Emergency Ordinance no. 137/2001 , published in the Official Gazette of Romania, Part I, no. 671 of 24 October 2001, approved with amendments by Law no. 357/2002 , published in the Official Gazette of Romania, Part I, no. 446 446 of 25 June 2002; Law no. 485/2003 , published in the Official Gazette of Romania, Part I, no. 876 876 of 10 December 2003; Law no. 116/2004 on approval Government Ordinance no. 29/2004 for the regulation of financial measures, published in the Official Gazette of Romania, Part I, no. 353 353 of 22 April 2004; Law no. 278/2004 for approval Government Ordinance no. 10/2004 on the procedure of judicial reorganization and bankruptcy of credit institutions, published in the Official Gazette of Romania, Part I, no. 579 579 of 30 June 2004. -------------- *) The initial text was published in the OFFICIAL GAZETTE no. 78 78 of 24 January 2005. This is the updated form of S.C. "" Territorial Center of Electronic Computing " S.A. until May 19, 2006, with the modifications and additions made by LAW no. 131 131 of 12 May 2006 . + Chapter I General provisions + Section 1 Scope of application + Article 1 Banking activity in Romania is carried out through authorized credit institutions, under the law. The credit institution shall represent: a) the entity that carries out a professional activity of attracting deposits or other repayable funds from the public and granting loans on its own; b) the electronic money issuing entity other than the one referred to in point (a). a), hereinafter referred to as the electronic money institution. By public, for the purposes of this law, it is understood any natural person, legal entity or entity without legal personality, which does not have the capacity and experience necessary to assess the risk of non-repayment of the amounts submitted. It does not fall into the category of public: the state, central and local public administration authorities, government agencies, central banks, credit institutions, financial institutions and other similar institutions. In Romania credit institutions can be constituted and can operate as banks, cooperative credit organizations, electronic money institutions and savings banks for housing. Special law can regulate the establishment and conduct of activity by credit institutions, other than those provided in par. 4, respecting the principles of this law. + Article 2 This law applies to banks and institutions issuing electronic money, Romanian legal entities, and branches in Romania of foreign credit institutions. Starting with the date of Romania's accession to the European Union, the regime of credit institutions, including electronic money institutions, or financial institutions authorised in another Member State, operating in Romania through a branch or provide services directly, will be the one provided in the head. XVII. Provisions head. X applies to payment systems in Romania, including participants in these systems and their administrators, under the conditions established by the regulations of the National Bank of Romania. The organization and functioning of credit institutions that constitute as cooperative organizations of credit and savings houses for the housing field are regulated by special laws. + Section 2 Definitions + Article 3 Within the meaning of the present law, the following terms and expressions have the following meanings: 1. banking activity-attracting deposits or other repayable funds from the public and granting loans on their own; 2. financial institution-an entity, other than a credit institution, whose main object of activity consists in the acquisition of holdings or in the performance of one or more of the financial activities referred to in art. 11 11 para. 1 lit. b)-l); 3. parent company-the entity which is in one of the following situations: a) directly and/or indirectly hold the majority of voting rights in another entity, hereinafter referred to as a subsidiary; b) has the right to appoint or revoke the majority of the members of the management or control bodies or the majority of the heads of another entity, hereinafter referred to as the subsidiary, and is at the same time a shareholder or associate of that c) has the right to exercise a dominant influence over an entity, hereinafter referred to as a subsidiary, to which it is a shareholder or an associate, by virtue of clauses contained in contracts concluded with that entity or provisions contained in the constitutive act of this entity, where the legislation governing the status of the subsidiary allows the existence of such clauses or provisions; d) is a shareholder or associate of an entity, hereinafter referred to as a subsidiary, and in the last 2 years has appointed itself, as a result of the exercise of its voting rights, the majority of the members of the administration or control bodies or the majority the branch managers; e) is a shareholder or associate of an entity, hereinafter referred to as a subsidiary, and controls alone, on the basis of an agreement concluded with the other shareholders or associates, the majority of voting rights in that subsidiary; 4. branch-the operational unit without legal personality of a credit institution, which directly performs all or some of the activities of the credit institution, within the limits of the mandate given by it; 5. competent authority-the national authority responsible for prudential supervision of credit institutions; 6. deposit-the amount of money entrusted under the following conditions: a) to be reimbursed in full, with or without interest or any other facilities, upon request or at a term agreed by the depositary with the depositary; b) not to refer to the transmission of the property, to the provision of services or to the granting of guarantees; 7 7. credit-any commitment to making available or granting a sum of money or extending the maturity of a debt, in exchange for the debtor's obligation to repay that amount, as well as to the payment of an interest or other related expenses of this amount or any commitment to purchase a title that incorporates a claim or other right to the collection of a sum of money; 8. leaders-persons who, according to the constituent acts and/or the decision of the statutory bodies of the credit institution, are empowered to lead and coordinate their daily activity and are invested with the competence to hire the liability of the credit institution; the persons who provide the direct management of the compartments within the bank, branches and other secondary offices do not fall into this category. In the case of branches of foreign credit institutions operating on the territory of Romania, the leaders are the persons empowered by the credit institution to conduct the activity of the branch and to legally hire in Romania the institution of foreign credit; 9. significant shareholder-natural person, legal person or group of natural and/or legal persons acting together and holding directly or indirectly a 10% or more interest from the share capital of a company or from voting rights or a participation that allows the exercise of significant influence over its management and business policy; 10. group of persons acting together-twice as many natural or legal persons who perform a common policy towards society; 11. authorization-the act issued by the competent authority, which gives the right to carry out the activities specified therein; 12. electronic money institution-the legal entity issuing means of payment in the form of electronic money; 13. electronic money-the monetary value representing a claim on the issuer, which cumulatively meets the following conditions: a) is stored on an electronic medium; b) is issued in exchange for the receipt of funds whose value may not be less than the monetary value issued; c) is accepted as a means of payment by entities other than the issuer; 14. initial capital-the share of own funds, comprising the share capital or endowment capital and other balance sheet items, calculated and updated according to the methodology established by the regulations of the National Bank of Romania; 15. own funds-the funds available to credit institutions, whose calculation methodology is established by the National Bank of Romania through regulations; 16. Member States-the Member States of the European Union and the other States of the European Economic Area; 17. Member State of origin-the Member State in which the credit institution has been authorised; 18. a single debtor-any person or group of natural and/or legal persons to whom the bank has an exposure and which are economically related to each other, in the sense that: a) one of the persons exercises control over the others, directly or indirectly; b) the cumulative level of exposures is a single credit risk to the bank, as individuals are linked to such an extent that, if some of them experience repayment difficulties, another or the others will encounter difficulties similar; in the case of these persons, the following situations shall be taken into account: --are subsidiaries of the same entity; -have the same management; -between them there is a direct commercial interdependence, which cannot be substituted at short notice; 19. exposure-any risk of a bank, effectively or potentially, to be highlighted in the balance sheet and/or off-balance sheet and arising from the following, but not limited to: a) credits; b) investments in shares and other securities; c) other holdings of the nature of financial assets; d) expected or endorsed trade effects; e) guarantees issued; f) open or confirmed letters of credit; 20. the ancillary or related services company-the company whose object of activity consists mainly in the possession and administration of movable and immovable property, in data processing services and database administration or in other activities, having a related character in relation to the principal activity of one or more credit institutions; 21. host Member State-the Member State in which the credit institution has opened a branch or in which it provides services directly; 22. financial holding company-a parent company, financial institution whose subsidiaries are exclusively credit institutions or are mainly credit institutions or financial institutions, but at least one to be a credit institution; 23. holding company-a parent company other than a financial holding company or credit institution, whose subsidiaries include at least one credit institution; 24. close ties-existing relationships between two times as many individuals and/or legal entities in one of the following situations: a) one of the persons holds a direct participation or through a control relationship of at least 20% of the share capital or voting rights of the other person; b) one of the persons exercises control over the other person; c) persons are permanently linked with one and the same person through a control relationship; 25. payment system-formalized collective arrangement, comprising common standardised rules and procedures regarding the execution of transfer orders between participants, as well as the corresponding infrastructure through which all or one part of the processing, handling, clearing and settlement activities of any means of payment and/or payment of any money by means of payment, arrangement intervened between at least 3 participants, which may be: institutions of credit, financial investment services companies, State Treasury or other entities abroad that carry out activities specific to credit institutions or financial investment services companies. For the purposes of this Law a) all secondary offices in Romania of a foreign credit institution will be considered a single branch; b) all subsidiaries of a parent company which, in turn, is a subsidiary of another parent company will be considered as subsidiaries of the latter. + Article 4 A person is under the control of a natural or legal person in situations where there is a relationship of the nature of that between a parent company and a subsidiary thereof, as provided for in art. 3 3 section 3 3, or a similar relationship, like the existing relationships between: a) spouses, relatives and afini up to the second degree inclusive; b) persons referred to in lett. a) and the companies under their control; c) a company, administrators and natural or legal persons exercising control over it; d) companies under the control of the same or legal persons. Persons in the situations referred to in par. 1 is presumed to form a group of people acting together. + Article 5 The National Bank of Romania may decide that a group of persons acts together, in view of circumstances other than those provided for in art. 4. + Article 6 When determining the voting rights of a person, the following shall be taken into account: a) voting rights held by other persons or entities on their own behalf, but on the account of that person; b) voting rights held by an entity under the control of that person; c) voting rights held by a third party with whom that person has entered into a written agreement, whereby they undertake to act in concert, so that by exercising the voting rights they hold to achieve a common policy with continuity in relation to the entity in which they hold these voting rights; d) voting rights held by a third party on the basis of a written agreement concluded with that person or an entity under the control of this person, providing for the temporary transfer of voting rights to the third party; e) voting rights related to the shares held by that person, even if these actions were pledged, unless the person in favor of whom the shares were pledged controls the voting rights and declares his intention to exercise, in which case the voting rights will be considered as belonging to the person in favour of whom the shares were pledged; f) voting rights related to the actions on which the person concerned has a right of use; g) the voting rights which that person or an entity under its control is entitled to acquire on his initiative on the basis of a formal agreement; h) the voting rights attached to the shares stored in that person, which it may exercise in a discretionary manner, in the absence of specific instructions from the third party holding these shares. + Section 3 Prohibitions + Article 7 It shall be prohibited to any natural person acting on his own account, on behalf of another person or as an administrator or representative of an entity which is not authorised as a credit institution to carry out attraction of deposits or other repayable funds from the public or an activity of attracting and/or administration of money resulting from the association in order to save and grant credits in a collective system. + Article 8 It shall be prohibited to any person, who has no authorization issued by the National Bank of Romania, to use the bank name or the derivatives of the bank name, in connection with an activity, a product or a service, unless this use is established or recognized by law or by an international agreement, or when, from the context in which the word bank is used, it results in doubt that it is not banking activities. In any form of advertising, official acts, contracts or other such documents, initials, logos, emblems or other elements of identification of a bank operating in Romania or suggesting a link to it may be used only by to and in connection with a subsidiary of the bank, including its name. For the purpose of exercising specific activities, foreign credit institutions may use on the territory of Romania the name they use in their country of origin, without prejudice to the provisions relating to the use of designations " savings for housing "," bank " or other terms used in Romania, which name credit institutions. If there is a danger of confusion, in order to ensure a proper clarification, the National Bank of Romania may request that the name of the respective credit institution be accompanied by an explanatory statement. + Article 9 It shall be prohibited for any foreign credit institution to operate in Romania, unless the activity is carried out through a branch for which an authorization has been issued by the National Bank of Romania. + Article 10 It shall be prohibited to any entity that is not authorized as a credit institution to engage, on its own account or in the account of another person, in an activity of attracting deposits and/or other repayable funds from the public, in an activity of electronic money issuance or in an activity of attracting and/or administration of money resulting from the association in order to save and credit in a collective system. The prohibition provided in par. 1 1 does not apply to the attraction of deposits and other repayable funds *): ----------- * *) art. III para. 1 lit. a) of Law no. 485/2003 , the provisions of this paragraph will apply from the date of Romania's accession to the European Union a) by the Romanian State or by a Member State or by the regional authorities or local public administration of the Romanian State or of a Member State; b) by international public bodies to which the Romanian State or one or more Member States participate as a member; c) in the cases expressly provided for in Romanian legislation or in the national law of a Member State or in Community law, provided that these activities are subject to adequate regulation and control, in order to protect depositors and investors. The prohibition provided in par. 1 regarding the issuance of electronic money shall not apply to electronic money institutions exempted, in whole or in part, from the application of the provisions of this law. The exemption may be made, under the conditions provided for by the regulations of the National Bank of Romania issued in accordance with the Community legislation, for reasons related to the volume of activity or to the sphere of entities that accept as a means electronic money issued by them. + Chapter II Activities of banks + Article 11 Banks may carry out the following activities within the limits of the authorization granted a) attracting deposits and other repayable funds; b) credit contracting, including among others: consumer loans, mortgages, commercial transaction financing, factoring operations, discounting, lump sum; c) financial leasing; d) monetary transfer services; e) issue and administration of means of payment, such as: credit cards, traveller's cheques and the like, including electronic money issuance; f) issuance of guarantees and commitment; g) trading on its own account or on behalf of clients, under the law, with: -money market instruments such as cheques, bills, promissory notes, certificates of deposit; --currency; -futures and options contracts; -instruments based on the exchange rate and the interest rate; --securities and other financial instruments; h) intermediation, under the law, in the offer of securities and other financial instruments, by their subscription and placement or by placement and the provision of related services; i) advising on capital structure, business strategy and other issues related to it, consulting and providing services on mergers and acquisitions of companies; j) intermediation on the interbank market; k) management of client portfolios and related consultancy; l) retention in custody and administration of securities and other financial instruments; m) provision of services regarding the provision of data and references in the field of lending; n) rental of safety tapes. Provision of data and references provided in par. 1 lit. m) is made in compliance with the legal provisions regarding the obligation to keep professional secrecy. Banks may carry out, within the limits of the authorization granted, other activities permitted by the legislation in force, such as: the storage of investment fund assets and investment companies, the distribution of securities to participate in investments and shares of investment companies, acting as operator of the Electronic Archive of Real Securities, operations with precious metals and stones and objects made of them, operations in office, processing services of data, database administration or other such services for third parties, participation to the share capital of other entities. Banks may provide ancillary or related services related to the activities carried out, such as: possession and administration of movable and immovable property necessary to carry out the activity or for the use of employees, and may perform any other activities or operations necessary to carry out the object of authorized activity, without the need to include them in the authorization granted. Financial leasing operations will be able to be carried out directly from the date of Romania's accession to the European Union. Until this date, financial leasing operations can be carried out through distinct companies, constituted as subsidiaries for this purpose. + Article 12 Banks may not carry out other activities outside those provided for in art. 11. Banks may also not carry out the following activities: a) operations with movable and immovable property, except for those provided in art. 13 13; b) pledging its own shares to the bank's debts; c) granting credits or providing other services to clients, subject to the sale or purchase of bank shares; d) granting of loans guaranteed with the shares issued by the bank; e) the receipt of deposits, securities or other values, when the bank is in cessation of payments; f) the granting of credits conditional on the acceptance by the customer of other services not related to the respective lending operation. + Article 13 Banks may conduct the following operations with movable and immovable property: a) operations necessary for the activity, according to this law; b) operations with movable and immovable property intended to improve the professional training of employees, to organize rest and recreation spaces or to provide housing for employees and their families; c) rental of movable and immovable property to third parties, provided that the value of movable and immovable property leased does not exceed 5% of the bank's own funds and that the total of the income obtained from these operations does not exceed 5% of the total income of the bank, less the income obtained from these operations; these levels may be exceeded in duly justified cases, only with the approval of the National Bank of Romania; d) operations with movable and immovable property acquired as a result of forced execution of bank claims. The movable and immovable property acquired as a result of the forced execution of the bank's claims will be sold by the bank within one year from the date of acquisition, if these goods are not used under the conditions provided in par. 1. For justified reasons, the term may be extended with the approval of the National Bank of Romania + Article 14 Art. 11-13 shall also apply accordingly to branches in Romania of foreign credit institutions. + Chapter III Authorisation + Section 1 Authorisation of + Article 15 Banks, Romanian legal entities, can operate only on the basis of the authorization issued by the National Bank of Romania. They are constituted as a legal form of commercial company on shares, based on the approval of the National Bank of Romania, in compliance with the legal provisions in force, applicable to companies. The banks, Romanian legal entities, will have their registered office and, as the case may be, the real headquarters, representing the place where the main management and management center of the statutory activity is located, on the territory of Romania. + Article 16 Upon authorization of a bank, the Romanian legal person, constituted as a subsidiary of a foreign credit institution or as a subsidiary of an entity that holds as a subsidiary a foreign credit institution or which will be under the control of the same persons physical or legal entities that control a foreign credit institution, the National Bank of Romania shall consult with the competent authority of the country of origin of the foreign credit institution. *) ------- * *) art. III para. 1 lit. b) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 17 The authorization application will be submitted to the National Bank of Romania in the form established by it. The documentation that must accompany the application, the deadlines and the authorization procedure will be established by the regulations of the National Bank of Romania. The conditions under which the authorization can be granted will be regulated by the National Bank of Romania and will refer, without being limiting, to: a) qualification and professional experience of the bank's leaders; b) the minimum level of initial capital; c) the feasibility study, which will include at least the type of operations provided for the organizational structure of the bank; d) significant shareholders and founders of the bank; e) the ownership structure; f) the bank's premises; g) the financial auditor. + Article 18 The National Bank of Romania may ask an applicant to submit any additional information and documents, if those presented are incomplete or insufficient. + Article 19 No later than 4 months after the receipt of the application, the National Bank of Romania will approve the establishment of a bank or reject the application and will communicate in writing to the applicant its decision, together with the reasons behind it, in the case rejection of demand. Within two months from the communication of the establishment approval, in order to obtain the operating authorization, the documents certifying the legal constitution of the bank will be presented to the National Bank of Romania. In the case of banks that are constituted on the way of public subscription, the deadline for submitting these documents is 8 months. The National Bank of Romania decides on the authorization of the functioning of a bank no later than 4 months from the date of receipt of the documents provided in par. 2. Provisions of para. 1 1 shall apply accordingly. If the National Bank of Romania does not rule on an application for authorization within the deadlines provided for in this article, the applicant may ask the Council of Administration of the National Bank of Romania, within 15 days of on the expiry of these deadlines, the issue of Procedure provided for in art. 149 149 is applicable accordingly. + Article 20 The application for authorisation shall be rejected, if: a) the documentation submitted is incomplete or not drawn up in accordance with the legal provisions in force; b) the initial capital is below the minimum level established by the National Bank of Romania; c) the legal form is other than that provided in art. 15 15; d) from the evaluation of the submitted documentation it follows that the bank cannot ensure the achievement of the objectives proposed in conditions compatible with the proper functioning of the banking system and with the rules of a prudent banking practice, the interests of depositors and other creditors; e) The National Bank of Romania finds that persons appointed as leader or administrator do not correspond to the objectives proposed and to the need to carry out the bank's activity in accordance with the requirements of the law and prudent and healthy banking; f) The National Bank of Romania finds that the shareholders of the bank, both from the perspective of their quality and of the structure of the group from which they belong, or other persons who have close ties with the bank do not meet the requirements of sound and prudent management of the bank and effective supervision, according to the present law; g) before obtaining the establishment approval, the founders made public communications on the functioning of the bank; h) the provisions of this law or the regulations given in its application are not observed; i) The National Bank of Romania finds that the legal, regulatory or administrative provisions existing in the country of origin, which govern the status of persons having close ties with the bank, or difficulties in implementing these provisions prevent effective prudential supervision, or that supervision in the country of origin of a foreign credit institution which has applied for the authorisation of a branch is insufficient; j) the financial auditor does not meet the requirements of experience, independence and other requirements provided by law. + Section 2 Regime of foreign credit institutions + Article 21 Foreign credit institutions may carry out activities in Romania through branches, the establishment and operation of which are subject to the authorization of the National Bank of Romania. In this regard, the provisions of art 17 17-20 shall apply accordingly. + Article 22 Foreign credit institutions have the obligation to notify the National Bank of Romania of the opening of representations in Romania in accordance with the regulations given by it. The representations will limit their activity to acts of information, representation, market research, customer contact and will not carry out any operations subject to the provisions of this law. + Section 3 Authorisation of electronic money institutions other than banks + Article 23 Electronic money institutions can be established in Romania as joint stock companies based on the approval of the National Bank of Romania, in compliance with the legislation applicable to companies, and can operate only on the basis of the authorization issued by it. In this regard, the provisions of art 15 15 para. 2 2, art. 16 16 and art. 17 17-20 shall be applied accordingly. *) -------- * *) Art. VII of Law no. 485/2003 provides that: " Electronic money institutions, other than banks, including branches in Romania of such institutions abroad, operating in Romania, are considered to have an authorization, according to the laws. Institutions referred to in par. 1 must submit to the National Bank of Romania, within 6 months from the date of entry into force of this law, the necessary documentation to allow the assessment of their fulfilment of the conditions provided by Law no. 58/1998 , with subsequent amendments and completions, including those brought by this law, and the regulations of the National Bank of Romania given in its application and, as the case may be, the adoption of the necessary measures, including the withdrawal of the authorization + Article 24 The object of activity of electronic money institutions will be limited to the activity of electronic money issuance and to the provision of the following categories of services: a) financial and non-financial services closely related to the activity of electronic money issuance, such as: administration of electronic money by performing operational functions and other related functions related to the issuance of currency the electronic, issuing and administration of other means of payment, without providing credit in any form; b) information storage services on an electronic medium, on behalf of a public institution or other entity. Electronic money institutions will not attract any repayable funds other than those that are immediately converted into electronic money. + Chapter IV Withdrawal of + Article 25 The National Bank of Romania may withdraw the authorization granted to a bank, the Romanian legal person, or a branch in Romania of a foreign credit institution, or at the request of the bank, when the shareholders decided to dissolve and liquidate it, respectively at the request of the foreign credit institution, or as a sanction, according to art. 99 99 para. 2 lit. d) for the following reasons: a) the bank has not started the operations for which it was authorized, within one year from the receipt of the authorization, or has not exercised, for more than 6 months, the activity of accepting deposits; b) the authorization was obtained on the basis of false statements or by any other illegal means; c) there has been a merger or division of the bank; d) the competent authority of the country in which the foreign credit institution established a branch established in Romania has withdrawn the authorization to carry out banking activities; e) a decision has been made to trigger the bankruptcy procedure of the bank, if it still has an operating authorization at the date of delivery of the decision; f) the bank's shareholding no longer meets the conditions provided by law and norms for ensuring prudent and healthy management of the bank or no longer allows the realization of effective supervision; g) The National Bank of Romania considers that the maintenance of the bank's authorization endangers the interests of depositors and other creditors of the bank, in that the bank no longer possesses sufficient own funds for the conduct under normal conditions activity or there are elements that lead to the conclusion that in a short term the bank will no longer be able to fulfill its oblibations to depositors or other creditors, or that the bank no longer justifies its presence in the market as the activity carried out does not correspond to the purpose for which the bank was established or this activity cannot be carried out only by attracting resources at interest rates far higher than those applied on the market; h) the management of the bank was not provided by at least two persons for a period of no more than 3 months; i) are no longer fulfilled any other conditions that have been the basis for the issuance of the authorization. + Article 26 The request for withdrawal of the authorization, formulated according to the provisions 25, by the bank, the Romanian legal person, respectively by the foreign credit institution, will be accompanied at least by the plan to liquidate the asset and extinguish the liability, to ensure the full payment of the claims of depositors and other creditors. Liquidation at the initiative of the shareholders is allowed only if the bank is not in any of the situations provided by law for triggering the bankruptcy procedure. + Article 27 In case of withdrawal of the authorization of a bank, Romanian legal person, or a branch in Romania of a foreign credit institution that does not have its registered office on the territory of a Member State, the National Bank of Romania shall inform accordingly the competent authorities of the host Member States in which the bank, and the foreign credit institution, are active. *) --------- * *) art. III para. 1 lit. c) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 28 The decision of the National Bank of Romania to withdraw the authorization shall be communicated in writing to the bank or branch concerned, together with the reasons behind the decision, and shall be published in the Official Gazette of Romania, Part I, and at least in two National circulation daily. The decision to withdraw the authorization shall take effect from the date of its publication in the Official Gazette of Romania, Part I, or from a later date specified in that decision. + Article 29 Following the withdrawal of the authorization, the bank will enter into liquidation, the provisions contained in the head XIV relating to the liquidation of banks shall be applicable accordingly. Starting with the date of entry into force of the decision to withdraw the authorization, the bank, the Romanian legal person, namely the Romanian branch of the foreign credit institution, will not be able to carry out activities other than those related to liquidation. + Chapter V Merger and division + Article 30 The merger or division of banks will be carried out according to the legal provisions, as well as with the observance of the regulations + Article 31 The merger can be achieved: a) between two or more banks; b) between banks and electronic money institutions; c) between banks and financial institutions; d) between banks and entities providing ancillary or ancillary services. Merger and division, under the conditions of par. 1, are subject to prior approval of the National Bank of Romania. If new credit institutions result from the merger or division of a bank, they are obliged to obtain the operating authorization from the National Bank of Romania. + Chapter VI Organization and management of banks + Article 32 The organization and management of banks shall be established by the constituent acts of the banks, in accordance with the commercial legislation and in compliance with the provisions + Article 33 In all its official acts the bank must clearly identify itself by a minimum of data: the firm under which it is registered in the trade register, the share capital, the address of the registered office, the unique registration code, the order number in the commercial register, number and date of registration in the bank register. + Article 34 The bank is committed by signature of at least 2 leaders, having the powers established by the articles of association, or at least 2 employees of the bank, empowered by its management. It is assimilated to the signatures provided in par. 1 1: a) extended electronic signature, based on a qualified certificate issued by a qualified certification service provider, in accordance with the legal provisions on electronic signature; b) any other equivalent technique to guarantee the authenticity of the signature, approved by the National Bank of Romania. + Article 35 Each bank will have its own operating regulation, approved by the statutory bodies, by which it will establish at least: a) the organizational structure of the bank; b) the tasks of each bank compartment and the relations between them; c) the duties of branches and other secondary offices of the bank; d) the tasks of the audit committee, the risk management committee, the establishment and operation of which will be established by the regulations of the National Bank of Romania; e) the tasks of the management committee of assets and liabilities, of the credit committee and of other specialized bodies of the bank, the establishment and operation of which will be established on the basis of the decision of the statutory bodies; f) the powers of the heads of the bank, persons who provide the management of the compartments within the bank, branches and other secondary offices and other employees who carry out operations on behalf of and on behalf of the bank; g) the internal control system and the organization and functioning of the internal audit activity. + Article 36 The leaders and administrators of a bank must have a good reputation, qualification and appropriate competence to achieve the proposed objectives and to create the necessary premises in order to carry out the bank's activity in accordance with the requirements of the law and the rules of prudent and sound banking practice, in order to ensure the credibility and viability of the banking system, including the protection of the interests of depositors and other creditors of the bank. Each of the persons provided in par. 1 must be approved by the National Bank of Romania before the start of the exercise of responsibilities. The appointment of the head of the bank shall ensure that each of the types of activities which they carry out are under the coordination of an experienced leader in these activities. The National Bank of Romania has the authority to analyze to what extent the minimum conditions provided for in this law and the regulations given in its application are observed, to assess all the circumstances and information related to the activity, the reputation, moral integrity and experience of each person and to decide whether these persons meet the requirements laid down in par. 1. The evaluation will be done both at the individual level and at the collective level, so as to ensure the fulfilment of the requirements provided in par. 4. + Article 37 The bank's management must be provided by at least two persons. The leaders must be employees of the bank and may be members of the board of directors. The bank's leaders must effectively ensure the day-to-day management of the bank's activity, to exercise exclusively the function for which they were appointed and at least one of them to attest to the knowledge of the Romanian language. They must be licensed in one of the economic, legal or other fields that circumscribe the financial-banking activity and/or have completed post-graduate courses in one of these fields and have experience of at least 7 years in the financial-banking field, which is relevant for the specific and volume of the activity carried out by the bank. Bank administrators can only be individuals. These persons must have at least 3 years of experience in the financial-banking field or in a field that can be considered relevant for the bank's activity. + Article 38 In order to ensure the credibility and viability of the banking system, the National Bank of Romania will establish through regulations and other specific criteria for assessing the quality, activity and experience of persons designated as leader or administrator of a bank, as well as other ethical and professional rules and rules for bank staff. + Article 39 If the bank's leaders form part of the management board, the number of its members must be determined in such a way that administrators who do not have the status of its leader constitute the majority. + Article 40 Apart from the conditions laid down by the legislation in force relating to administrators, a person may not be elected to the board of directors of a bank, and if elected, from his term of office, if: a) is an employee of the bank in question, with the exception of its leaders; b) is an employee, administrator or financial auditor at another credit institution, the Romanian legal person, unless the bank is a subsidiary of the respective credit institution; c) in the last 5 years it has been withdrawn by the competent authority to conduct a credit institution or has been replaced as a result of a remedial action taken by a credit institution; d) it is prohibited, by a legal provision, a court decision or a decision of another authority, to run a credit institution, a financial institution or an insurance/reinsurance company or to carry out activity in one of the areas specific to those institutions The provisions of the legislation in force, regarding the situations of incompatibility provided for administrators, including those of par. 1, and the head provisions. VII shall also apply to the heads of the bank who are not members of the board. + Article 41 Art. 32-38 shall also apply accordingly to branches of foreign credit institutions, authorized to operate in Romania. The heads of these branches shall also apply to the provisions of 40 40 para. 2. + Article 42 On the date of accession of Romania to the European Union, 37 37 para. 2 2 and 3 and those of art. 38 38 is repealed. + Chapter VII Conflict of interest + Article 43 The administrator shall notify in writing to the bank the nature and extent of its material interest or relationship, a) is part of a contract with the bank; b) is the administrator of a legal person who is part of a contract with the bank; c) has a material interest or a material relationship with a person who is part of a contract with the bank, except for deposit or storage contracts. + Article 44 Obligation provided for in art. 43 returns to the administrator when he met or had to know that it was concluded or is in the process of having concluded such a contract. + Article 45 The manager of a bank shall be obliged, whenever necessary, but not less than once a year, to submit, in writing, to the Board of Directors of the bank a statement showing the name and address of its associates and data relating to to the financial, commercial, agricultural, industrial or other material interests of the administrator and his family. + Article 46 An administrator who has a material interest or a material relationship, within the meaning of art. 43, 45 and 47, will not participate in the debates over the contract and will abstain from voting on any issue related to this contract. In order to achieve the quorum necessary to take a decision on the contract in question, the administrator will be considered present. + Article 47 An interest is considered material, within the meaning of art. 43 43 and 45, if it concerns the wealth, business or interests of the family (spouse, relatives and afini up to the second degree inclusive) of the person who has interest. + Article 48 When an administrator does not declare a conflict of interest, in accordance with the provisions of this Chapter: a) the bank, a shareholder thereof or the National Bank of Romania may ask the court to cancel any contract in which it has an undeclared material interest, according to those provided for in this chapter; b) National Bank of Romania, according to art. 100, may ask the bank to suspend the administrator for a period not exceeding one year or replacing it. + Chapter VIII Professional secrecy in banking and exchange of information between authorities + Article 49 The bank shall maintain confidentiality over all facts, data and information relating to the work carried out, as well as on any fact, date or information, at its disposal, which concern the person, property, activity, business, personal or business relationships of customers or information on customer accounts-balances, turnovers, operations carried out-, to the services provided or to contracts concluded with customers. Any person benefiting from the services of a bank shall be considered a customer. + Article 50 Any board member of a bank, its employees and any person who, in one form or another, participates in the management, administration or activity of the bank has the obligation to keep professional secrecy on any fact, data or information to which art. 49, which he became aware of during the course of his professional activity. Persons referred to in par. 1 do not have the right to use or disclose, either during the activity or after its termination, facts or data that, if they become public, would harm the interests or prestige of a bank or its client. Provisions of para. 1 and 2 shall also apply to persons who obtain information of the nature of those shown, from reports or other documents of the bank. + Article 51 The obligation of professional secrecy may not be opposed to the competent authority in the exercise of its duties provided for by law. Information of the nature of professional secrecy may be provided, in so far as they are justified by the purpose for which they are requested or provided, in the following situations: a) at the request of the holders or their heirs, including their legal and/or statutory representatives, or their express agreement; b) in cases where the bank justifies a legitimate interest; c) at the written request of other authorities or institutions or ex officio, if by special law the authorities or institutions that are directed to request and/or receive such information are provided and are clearly identified the information that may be provided by the bank for the purpose of carrying out the specific tasks of those authorities or institutions; d) at the written request of the spouse of the account holder, when he proves that he has entered into court a request for the division of the common goods, or at the request of the court. In the request addressed to the bank, 2 lit. c), the legal basis of the request for information must be specified, the identity of the customer to whom the confidential information is requested, the category of data requested and the purpose for which they are requested. Persons empowered to request and/or receive information of the nature of professional secrecy in the banking field are obliged to keep their confidentiality and may use them only for the purpose for which they have requested them or been provided, according to law. The staff of the bank may not use personally or for the benefit of another, directly or indirectly, information of the nature of those provided in art. 49, which he owns or has become aware of in any way. + Article 52 In criminal cases, at the written request of the prosecutor or court or, as the case may be, of the criminal investigation bodies, with the authorization of the prosecutor, the banks will provide information of the nature of professional secrecy Art. 51 51 para. 4 4 shall apply accordingly. + Article 53 No infringements of the obligation of professional secrecy shall be considered; a) the provision of aggregated data, so that the identity and information on the activity of each client cannot be identified; b) the provision of data to the structures constituted in the form of the bank risk plant, the payment incidents plant or the deposit guarantee fund, organized under the law; c) the provision of data to the bank's financial auditor; d) provision of information at the request of correspondent banks; e) the provision of data and information necessary to carry out supervision on a consolidated basis. + Article 54 The provisions contained in this Chapter shall also apply accordingly to branches of foreign credit institutions authorized to operate in Romania, as well as to the legal entities referred to in art. 2 2 para. 2. + Article 55 In the exercise of its powers provided by law, the National Bank of Romania shall ensure the exchange of information with Romanian authorities and competent authorities of the Member States of the European Union, in accordance with the provisions of art. 3 3 of Law no. 312/2004 on the Statute of the Romanian National Bank + Chapter IX Operational requirements + Section 1 General provisions + Article 56 In their activity, banks are subject to regulations and orders issued by the National Bank of Romania, given in application of the legislation on monetary policy, credit, currency, payments, bank prudence insurance and banking supervision. Banks must organize their entire activity in accordance with the rules of a prudent and healthy banking practice, with the requirements of the law and regulations of the National Bank of Romania. In this respect, banks shall have appropriate administration and accounting procedures and appropriate internal control systems. Changes in the bank's situation are subject to the approval of the National Bank of Romania, under the conditions established by this Registration in the trade register of claims concerning those amendments shall be made only after obtaining such approval. In their statutes, banks will not be able to establish exceptions to the principle that an action entitles a single vote. The shares issued by banks will only be nominative. + Article 57 In order to operate, within 30 days from the date of obtaining the authorization, each bank is obliged to open current account at the National Bank of Romania, according to the regulations issued by it. Money transfers operated by enrolments in the current account opened in the records of the National Bank of Romania are irrevocable and unconditional. Banks can open at the National Bank of Romania and other accounts, under the conditions established by it. + Section 2 Capital requirements + Article 58 The share capital of a bank must be paid up, in full and in monetary form, at the time of subscription. The minimum level of initial capital is established by the National Bank of Romania through regulations, without being able to be less than the equivalent in the national currency of 5 million euros. Upon constitution, the capital contribution will be paid into an account opened at a credit institution, which will be blocked until the bank's registration in the commercial register. When establishing a bank, the initial capital is equal to the share capital, except in cases where the newly constituted bank is resulting from a reorganization process by merger or division. At the opening of a branch, the initial capital will be ensured by providing it with the endowment capital by the foreign credit institution. + Article 59 Banks can only increase the share capital by using the following sources: a) new contributions in the form of money; b) issue or contribution premiums and other capital-related premiums, in full, left after the coverage of unamortized expenses with such operations, as well as reserves constituted on account of such premiums; c) dividends from net profit due to shareholders, after payment of dividend tax, according to the law; d) reserves made up of net profit, existing in the balance, according to the last accounting balance. Branches of foreign credit institutions, authorized to operate in Romania, can increase the endowment capital by using the following sources: a) new monetary contributions made available to the branch by the foreign credit institution, with the destination "endowment capital"; b) reserves made up of net profit, existing in the balance according to the last annual financial statement. *) ------- * *) Art. IX of Law no. 485/2003 provides that: " The existing reserves in the balance, as well as the favourable differences in the revaluation of the patrimony, including the differences in the availability in the estimates of the first semester of 2002, Government Emergency Ordinance no. 217/1999 to amend and supplement Government Ordinance no. 70/1994 on corporation tax, approved with amendments and additions by Law no. 189/2001 , constituted by banks until the date of entry into force of this law and which, until this date, could constitute the source of increase of the share capital, according to the applicable legislation, will continue to be used for this purpose until their exhaustion. The reserves existing in the balance at the end of the first semester of 2002, constituted by the branches in Romania of foreign credit institutions from the differences in the valuation of foreign currency assets representing endowment capital, will be able to be used to increase the endowment capital until these reserves are exhausted. " + Article 60 Banks shall allocate 20% of the accounting profit determined before the deduction of the corporate tax, for the establishment of a reserve fund, until the fund thus constituted equals the share capital, then a maximum of 10% by the time the fund ended up twice as large as the share capital. After reaching this level, the allocation of amounts for the reserve fund is made from the net profit. Banks shall allocate from the accounting profit determined before the deduction of the corporate tax the amounts for the establishment of the general reserve for credit risk, within the limit of 2% of the balance of the loans granted. Provisions of para. 1 1 and 2 are applicable until the end of the financial year of 2003 inclusive. From the financial year 2004, the banks constitute the reserve fund under the provisions of the company law and also constitute the general banking risk fund of the determined accounting profit. before the deduction of corporate tax, within 1% of the balance of assets carrying risks specific to banking activity, as established by the regulations of the National Bank of Romania, with the opinion of the Ministry of Public Finance, in the extent to which those amounts are found in net profit. When determining the level of the fund for general banking risks, the amounts representing the general reserve for credit risk, constituted according to par. 2, existence in the hip. Reserve fund and general reserve for credit risk, set up according to par. 1 and 2, shall not be reduced according to the limits and quotas provided in par. 4 and will be used according to the destinations provided by the legal regulations. The use of the fund for general banking risks is established by regulations of the National Bank of Romania. + Section 3 Prudential requirements + Article 61 When granting loans, banks shall aim to provide the applicants with credibility for their repayment at maturity. To this end, banks ask applicants to guarantee loans under the conditions set by their credit rules. + Article 62 Banks must comply with prudential requirements, at individual or consolidated level, as the case may be, provided in the regulations issued by the National Bank of Romania, which refer, without being limiting, to: a) solvency; b) liquidity; c) the maximum exposure to a single debtor and the maximum aggregated exposure; d) exposure to persons in special relationships with the bank; e) foreign exchange risk; f) asset quality, establishment and use of risk provisions; g) internal organization and control. The indicators related to the requirements laid down in a), c)-e) of par. 1 will be calculated according to the level of own funds; this level will not be lower than the minimum level of initial capital, established by the regulations of the National Bank of Romania. + Article 63 For the purpose of determining the solvency indicator, the National Bank of Romania may recognize the reduction of the credit risk in the event of the conclusion of the following types of claims and mutual obligations operations with instruments based on the exchange rate and interest rate and operations similar to gold: a) bilateral contracts by which the parties stipulate that, at the time limits set or at the time of occurrence of a determined event-as a rule, the impossibility of a party to honor its assumed oblibations-, initial reciprocal oblibations, even not reached maturity, automatically extinguished, being replaced by a new obligation, so that a single net amount resulting from the compensation of the initial obligations will be due by the debtor party; b) other bilateral clearing contracts. Operations and conditions under which the National Bank of Romania recognizes the reduction of credit risk, according to par. 1, and the method of calculation of it will be established by the regulations issued by the National Bank of Romania. + Article 64 Banks, Romanian legal entities, can open on the territory of Romania branches and other secondary offices-agencies and the like-, under the conditions provided by the regulations of the National Bank of Romania. Banks, Romanian legal entities, will be able to carry out banking and other financial activities abroad, within the limit of the authorization granted by the National Bank of Romania, only through a branch. The opening of branches abroad is subject to prior approval of the National Bank of Romania, according to the regulations issued by it. The application for the approval of the opening of a branch abroad will indicate the country in which the opening of the branch is intended and will be accompanied, without limitation, by the following: a) a feasibility study, which will include at least the types of activities that will be carried out through the branch and its organizational structure; b) the identity of the persons appointed to ensure the management of the branch and information on their qualification, experience and honorability; c) address of the branch office. The National Bank of Romania may reject an application for the approval of the opening of a branch abroad by a bank, the Romanian legal person, if, on the basis of the information held and the documentation presented by the bank, it finds that: a) the bank has no administrative capacity or adequate financial situation, in relation to the activity proposed to be carried out through the branch; b) the existing legislative framework in the host country and/or its application shall prevent the execution of an oversight according to the principles of this law; c) the bank records an improper evolution of the indicators related to the banking prudence requirements. Any modification of the elements provided in par. 4 is subject to prior approval of the National Bank of Romania. + Article 65 By derogation from the provisions of art. 64 64 para. 3, banks, Romanian legal entities, can carry out banking and other financial activities in the Member States, according to art. 11 11 para. 1, for which they are authorised, by means of a branch or directly, if they meet the conditions laid down by the legislation of that Member State, which aims to protect the general interest. The bank, the Romanian legal person, who intends to open a branch in a Member State, will notify this to the National Bank of Romania, together with the information provided in art. 64 64 para. 4. Within 3 months from the receipt of the notification, the National Bank of Romania shall communicate to the competent authority of the host Member State the information received or, as the case may be, refuse their transmission and inform the bank accordingly. If the National Bank of Romania does not inform the bank within the stipulated period, it shall, within 15 days from the expiry of the period, address the Board of Directors of the National Bank of Romania, requesting the issuance of a decision, the procedure referred to in Article 149 149 being properly applicable. The National Bank of Romania will be able to refuse the transmission of the communication to the competent authority of the host Member State, on the recitals 64 64 para. 5 lit. a) and c), in which case it will notify the bank and the reasons behind the decision. The communication to the competent authority of the host Member State shall include, in addition to the information provided by the bank, 64 64 para. 4, and information on: a) the bank's own funds and the level of solvency indicators; b) a description of the deposit guarantee system existing in Romania. At the request of the competent authority of the host Member State, the National Bank of Romania will be able to communicate other information requested by the Any intention to modify the information provided according to par. 2 will be communicated to the National Bank of Romania at least one month before the date on which the respective amendment is to be carried out, within which the National Bank of Romania will proceed according to the provisions of par. 3. 3. *) ----------- * *) art. III para. 1 lit. d) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 66 Banks, Romanian legal entities, which intend to conduct banking and other financial activities directly in a Member State for the first time, will notify this to the National Bank of Romania. The notification shall indicate the Member State concerned and shall include the activities referred to in Article 1 11 11 para. 1 1 to be deployed. Within one month from the receipt of the notification, according to par. 1, the National Bank of Romania shall communicate it to the competent authority of the host Member State. *) ----------- * *) art. III para. 1 lit. d) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 67 A bank may not make profit distributions for dividends if, as a result of this distribution, the bank records a solvency level below the minimum provided by the regulations of the National Bank of Romania. + Article 68 Any interest in the nature of financial assets, held-directly and/or indirectly-by a bank, in shares, shares or other securities of a participatory nature in entities other than credit institutions, financial institutions, insurance and ancillary or related services, may not exceed: a) 15% of its own funds; b) 20% of the share capital of that entity or, where applicable, of the total amount of securities of a participatory nature issued by such an entity. The total amount of financial assets referred to in par. 1 1 may not exceed 60% of the bank's own funds. + Article 69 It is subject to prior approval of the National Bank of Romania, according to its regulations a) any participation that the bank intends to hold in credit institutions, financial institutions, insurance or other entities that, as a result of the acquisition of that stake, would enter the consolidation perimeter of the accounts, as applicable; b) any holding whose value is at least 10% of the bank's own funds, which it intends to hold in shares or other securities of a participatory nature not listed on a regulated market; c) any interest of which is between 10% and 15% of the bank's own funds, which it intends to hold in shares or other securities of a participatory nature, listed on a regulated market, issued by entities, others other than credit institutions, financial institutions, insurance or ancillary or ancillary services companies; d) any participation of the bank, of the nature of those referred to in 68 68 para. 1, which, in circumstances justified by exceptional circumstances, exceeds the limits laid down in this Article. * *) --------- ** **) Art. VI of Law no. 485/2003 provides that: " Banks, Romanian legal entities, and branches of foreign credit institutions that benefit from operating authorization from the National Bank of Romania must comply with the provisions Law no. 58/1998 , with subsequent amendments and completions, including those brought by this law, within the deadlines set by the National Bank of Romania. Holdings of the nature of financial investments that banks hold on the date of entry into force of this Law will be considered as authorized, according to the provisions of art. 49 49 * **) of Law no. 58/1998 , with subsequent amendments and completions, including those brought by this law. If the National Bank of Romania finds that the requirements of art. 49 ^ 1 * ***) are not fulfilled, may order the bank to limit or, as the case may be, the liquidation of these holdings, within a reasonable time. " ***) Art. 49 became by renumbering art. 69. ****) Art. 49 ^ 1 became by renumbering art. 70. + Article 70 Among the objectives pursued by the National Bank of Romania, when approving the holdings provided in art. 69, it shall be borne in mind that: a) the acquisition of those holdings does not subject the bank to undue risks or to prevent effective supervision on a consolidated basis; b) the bank shall have sufficient financial and organisational resources for the acquisition and administration of those holdings. In case of approval of a participation, under the conditions provided in art. 69 lit. d), the National Bank of Romania will ask the bank to increase its own funds accordingly and will set the deadline within which this increase will be achieved. Holdings of the nature of financial assets, other than those subject to prior approval of the National Bank of Romania, will be notified to it, within 5 days from the date of their purchase by the bank. + Article 71 Loans granted to persons in special relations with the bank or its staff, including their families, may be allowed only under the conditions established by the regulations of the National Bank of Romania. + Section 4 Shareholders + Article 72 Any natural or legal person or group of persons who intend to become a significant shareholder of a bank must notify this intention to the National Bank of Romania, in accordance with the regulations issued by it, informing on the size of the stake it wants to acquire. No later than 3 months after the notification is received, the National Bank of Romania may oppose the intention to purchase a stake, according to par. 1, having regard to the requirements of art. 74. If the National Bank of Romania does not oppose the intention provided in par. 2 2, it may set a maximum period for this intention to materialise. + Article 73 Any significant shareholder who intends to increase their stake or the proportion of voting rights, so that they reach or exceed 20%, 33% or 50% of the share capital or the total voting rights or the bank to become a subsidiary of itself, must notify this intention to the National Bank of Romania, in which case the provisions of art. 72 72 shall apply accordingly. Any significant shareholder intending to reduce their shareholding or proportion of voting rights, so that it represents less than 10%, 20%, 33% or 50% of the share capital or total voting rights or the bank itself. cease to be a subsidiary of himself, will notify this intention to the National Bank of Romania. Banks shall immediately inform the National Bank of Romania of any acquisition or disposal of their shares exceeding, respectively, below the levels provided in par. 1 1 and 2. At least once a year the banks will communicate to the National Bank of Romania the identity of their significant shareholders and, as the case may be, any other data and information on these persons, required by the regulations of the National Bank of Romania. + Article 74 The quality of the shareholders and the structure of the groups to which they belong must correspond to the need to guarantee prudent and sound management of the bank and allow effective supervision to be carried out, in order to ensure credibility and the viability of the banking system, including protecting the interests of depositors and other creditors of a bank. The National Bank of Romania has the authority to analyze to what extent the conditions established by this law and the regulations given in its application are respected, to assess all the circumstances and information related to the activity, reputation and the moral integrity of the persons referred to in 72 72 and 73, including the origin of the funds intended to obtain the stake, and to decide whether they meet the requirements laid down in par. 1. If the person who intends to become a significant shareholder of a bank, the Romanian legal person, is a foreign credit institution or an entity that holds as a subsidiary a foreign credit institution or is a natural or legal person control a foreign credit institution and if, following the acquisition of the stake, the bank will become a subsidiary of the person who acquired the stake or will be controlled by this person, the valuation of the significant shareholder will be subject a prior consultation with the competent authority of the home country of the institution of foreign credit *) --------- * *) art. III para. 1 lit. e) of Law no. 485/2003 , the provisions of this paragraph will apply from the date of Romania's accession to the European Union + Article 75 For the purposes of art. 74 persons referred to in art. 72 72 and 73 must meet at least the following conditions: a) to have a stable financial situation, which satisfactorily justifies the origin of funds intended to obtain the stake in the bank's share capital and to create premises for eventual financial support of the bank; b) provide sufficient information to ensure the transparency necessary to identify the structure of the group to which they belong; c) legal entities shall operate for a minimum of 3 years, with the exception of those resulting from a merger or division, in which case the term of 3 years includes the functioning of the person or legal persons from which they come; d) be adequately supervised by the competent authority of the country of origin. In case the persons referred to in par. 1 are credit institutions or branches thereof or in other justified cases, the National Bank of Romania may exempt these persons from the fulfilment of the condition provided in lett. c) a par. 1. + Article 76 In order to ensure the stability and viability of the banking system, the National Bank of Romania will establish through regulations and other specific criteria for assessing the quality of a bank's shareholding. + Section 5-a Contractual documents, registers and records + Article 77 Each bank shall draw up and keep, at its registered office, documents and records, in Romanian, comprising: a) the company contract and the status, as well as all the additional documents by which they have been modified; b) a register of its shareholders, except in cases where the record of shareholders is held by an independent register company, according to the law; c) the minutes and decisions of the general meeting of the shareholders; d) the minutes of meetings and decisions of the board of directors and committees provided by law or regulations of the National Bank of Romania and, as the case may be, of the committees constituted on the basis of the decision of the statutory bodies of the bank; e) books and accounting records that clearly and correctly highlight the situation of its activity, the explanation of its transactions and financial situation, so as to allow the National Bank of Romania to determine whether the bank has complied provisions of this law f) own regulations regarding the activity, as well as all amendments thereto; g) other records that are required under this law or provisions of the regulations of the National Bank of Romania Documents referred to in lit. a) and f) are transmitted to the National Bank of Romania, and the documents representing the daily highlighting of the records for each client of the bank, the characteristics of his transactions with that client or on his account and the balance due his client is kept at the bank's registered office or at the secondary offices. + Article 78 Each bank shall draw up and keep at its registered office or secondary offices a copy of the appropriate credit documentation and any information regarding its business dealings with customers and other persons that the National Bank of Romania may provide them by regulations and which shall be made available to the authorized personnel of the National Bank of Romania, at its request. + Article 79 All credit and guarantee operations of banks must be recorded in contractual documents showing clearly all the terms and conditions of these transactions. These documents must be kept by banks and made available to the authorized personnel of the National Bank of Romania, at its request. Bank credit agreements, as well as real and personal guarantees, constituted for the purpose of guaranteeing bank credit, constitute enforceable securities. From the date of initiation of a judicial proceeding to a debtor, including in the case of the bank's request for the investment with the enforceable formula of the credit agreement or, as the case may be, of its initiation of another enforcement procedure forced by the law, the interest established according to the contract or, as the case may be, the legal interest will be calculated further, if by law it is not stipulated that from the date of opening the procedure no more interest is due; interest and credits respective will be highlighted by the bank outside the balance sheet. The guarantees constituted in favour of the bank for the purpose of guaranteeing loans, which meet the advertising conditions provided by law, give banks priority over third parties, including the state, whose claims and guarantees have subsequently fulfilled the advertising conditions. + Article 80 Art. 79 79 para. 1 1 applies to all operations and transactions of the bank. Banks issuing electronic money shall be obliged to enter into contracts with the holders by which the conditions for its redemption are clearly established. During the period of validity for which the electronic money was issued, the issuing banks shall be obliged to redeem it, at the request of the holders, at an amount equal to its value existing in the balance. The redemption will be made by changing its value in cash or by transfer to the account, without retaining other fees and commissions than those strictly necessary to carry out the redemption operation. The contract may provide for a minimum redemption threshold, which may not be higher than the equivalent of 10 euros. + Section 6 Accounts, financial statements and their control + Article 81 Banks must keep the accounting records permanently, in accordance with the provisions of the accounting law and the specific regulations given in its application, and draw up financial statements that provide a true image of the position financial performance, financial performance, cash flows and other information relating to the work carried out. The accounting and financial statements of a bank shall also reflect the operations and financial situation of subsidiaries, branches and other secondary offices, on an individual basis and, where appropriate, on a consolidated basis. + Article 82 Banks are obliged to submit to the National Bank of Romania their financial statements consisting of elements of the accounting balance, as well as other data required by the National Bank of Romania, at the deadlines and in the form established by regulations. + Article 83 The financial statements of the bank, drawn up on an individual basis and, as the case may be, on a consolidated basis, must be audited, according to this law, by financial auditors approved by the National Bank of Romania. + Article 84 The financial statements of the banks will be certified, until the financial year of 2001 inclusive, by authorized censors, in order to submit within the legal term to the authorities in law. The banks ' boards will contract financial audit services with financial auditors, members of the Chamber of Financial Auditors of Romania or international financial audit companies agreed by the Chamber of Financial Auditors of Romania, in accordance with the legislation on financial audit and in accordance with the Program for the implementation of the accounting regulations harmonized with the IV-bis 86/635 EEC Directive and international accounting standards. + Article 85 For the purpose of auditing financial statements, each bank will conclude contracts with financial auditors, legal entities authorized by the Chamber of Financial Auditors in Romania, according to the law. Financial auditor: a) will draw up an annual report together with its opinion, showing whether the financial statements present a true picture of the financial position, financial performance, treasury flows of the bank and the other information relating to the work done, according to the professional standards published by the Chamber of Financial Auditors in Romania; b) analyze the practices and procedures of internal control and audit and, if they consider that they are not appropriate, will make recommendations to the bank for their remediation; c) will provide, at the request of the National Bank of Romania, any details, clarifications, explanations regarding the data contained in the financial statements of the bank. The financial auditor's report together with his opinion will be presented to the general meeting of shareholders and will be published together with the annual financial statements. + Article 86 The financial auditor of a bank shall inform the National Bank of Romania as soon as, in the exercise of its duties, he has become aware of any act or fact in relation to the bank or entities entering the consolidation perimeter, act or fact which: a) constitutes a serious violation of the law and/or regulations or of the acts issued in its application, by which the conditions for authorization and conduct of the bank's activity are established; b) it is likely to affect the patrimonial situation of the bank or its good functioning; c) may lead to a refusal by the auditor to express his opinion on the financial statements of the bank or to his expression of an opinion with reservations. Fulfillment in good faith by the financial auditor of the obligation to inform the National Bank of Romania, according to par. 1 1 and art. 85 85 para. 2 lit. c), does not constitute a violation of the obligation of professional secrecy, which lies with him according to the law or contractual clauses, and cannot attract his material liability. + Article 87 Each bank will publish the financial statements, after their approval by the general meeting of shareholders, in the form established by the National Bank of Romania and approved by the Ministry of Public Finance, at the deadlines provided by law. + Article 88 Art. 56 56, 57, 61, 63, art. 64 64 para. 1 1, art. 77-84, 85 and 87 shall also apply accordingly to branches of foreign credit institutions, authorized to operate in Romania. In cases where foreign credit institutions decide to establish at the level of branches in Romania the fund for general banking risks, provided in art. 60, the provisions of this Article shall also apply accordingly to those branches. Branches of foreign credit institutions shall publish in Romanian the annual financial statements of the foreign credit institution, drawn up and audited according to the legislation of the country of origin. *) Art. 62 62 and 71 shall apply to branches referred to in paragraph 1. 1 only if so provided in the regulations of the National Bank of Romania. -------- * *) art. III para. 1 lit. f) of Law no. 485/2003 , the provisions of this paragraph will apply from the date of Romania's accession to the European Union + Chapter X Payment systems + Article 89 The National Bank of Romania regulates, authorizes and oversees payment systems in Romania, including their administrators, in order to ensure the functioning of the systems in accordance with international standards in this field. Payment systems referred to in par. 1 cannot operate on Romanian territory without obtaining the authorization of the National Bank of Romania. + Article 90 The National Bank of Romania issues regulations on payment systems, which will refer to: a) the conditions and modality of organization of payment systems; b) the conditions and the authorization procedure, the cases in which the authorization can be revoked; c) the criteria and rules for the supervision of payment systems, including the participants in these systems and their administrators; d) information and reports to be provided to the National Bank of Romania; e) the minimum requirements for the operation, operational audit and risk management of a payment system and those relating to the financial statements and internal audit of the participants and the administrator of a payment system; f) any other specific requirements necessary for the proper functioning of a payment system. + Article 91 The funds and financial instruments of the payment systems participants, made available to the settlement agent, within the limits required by the rules of the system, for the purpose of guaranteeing the fulfilment of the obligations arising from the quality of participant in the system, cannot be subject to enforcement by third parties and cannot be encumbered by other real guarantees or tasks by the debtor participant. Funds and financial instruments referred to in par. 1 are exempted from the registration procedure in the Electronic Archive of Real Securities Guarantees. In case of bankruptcy of a participant in the payment system, the funds and financial instruments provided in par. 1 1 will only be used for the purpose of fulfilling obligations arising from irrevocable transfer orders and net positions resulting from the clearing, which accrue to the participant until the date of delivery, including the opening decision of the bankruptcy proceedings. In case of termination of the quality of participant in the payment system, the funds and financial instruments referred to in par. 1 1 will be used only for the purpose of fulfilling the obligations arising from irrevocable transfer orders and from the net positions resulting from the clearing, which accrue to the participant until the time of termination of the participant's quality. + Chapter XI Prudential supervision of banks + Article 92 In order to protect the interests of depositors and to ensure the stability and viability of the entire banking system, the National Bank of Romania provides prudential supervision of banks, Romanian legal entities, and branches of institutions of foreign credit, authorized to carry out activity on the territory of Romania, by establishing rules and indicators of bank prudence, tracking their compliance and other requirements provided by law and applicable regulations, imposing necessary measures and sanctions, with a view to preventing and limiting the risks specific to banking. The observance of the observance of the prudential requirements and other requirements provided by the bank legislation shall be carried out by the National Bank of Romania on the basis of reports made according to this law and the regulations given in its application inspections conducted at: a) the seat of banks, Romanian legal entities, branches and other secondary offices of the country and abroad; b) premises of branches of foreign credit institutions operating in Romania. + Article 93 The inspections at the bank's premises shall be carried out by the staff of the National Bank of Romania, empowered in this regard, or by financial auditors appointed by the National Bank of Romania. For the verification of branches opened in the Member States by banks, Romanian legal entities, the National Bank of Romania may carry out inspections at the premises of these branches, with the prior information of the competent authorities of the Member States host or may require these authorities to carry out verifiing. *) In the case of branches and subsidiaries of foreign credit institutions, inspection teams may also include representatives of the competent authority of the country of origin of the foreign credit institution. For the supervision of Romanian banks operating abroad, the National Bank of Romania cooperates with the competent authorities of the respective states. Information on foreign credit institutions operating in Romania may be provided to the competent authorities of the country of origin only under reciprocal conditions. --------- * *) art. III para. 1 lit. g) of Law no. 485/2003 , the provisions of this paragraph will apply from the date of Romania's accession to the European Union + Article 94 Banks are obliged to allow staff of the National Bank of Romania and financial auditors, appointed according to the provisions of art. 93 93, which carries out the inspection, to examine their records, accounts and operations and to provide all documents and information related to the administration, internal control and operations of the bank, as requested by them. Banks are obliged to submit to the National Bank of Romania any information requested by it, in writing or in the framework of supervisory and control actions, in order to exercise its powers provided by law. Provisions of paragraph 1 and 2 also apply to branches in Romania of foreign credit institutions. + Article 95 The National Bank of Romania oversees the activity of banks, Romanian legal entities, on an individual basis and on a consolidated basis, under the conditions provided by this law Any bank, the Romanian legal entity, which has as subsidiaries other credit institutions and/or financial institutions based in Romania or abroad, will be supervised by the National Bank of Romania on the basis of its consolidated financial situation. Any bank, the Romanian legal entity, which is a subsidiary of a financial holding company based in Romania or abroad, will be supervised by the National Bank of Romania on the basis of the consolidated financial situation of the financial holding company. In this regard, the financial holding company will submit to the bank information on the financial situation on its consolidated basis. Provisions of paragraph 3 will not be interpreted in the sense that the National Bank of Romania has supervisory powers on the individual basis of financial holding. In application of the provisions of 2 and 3, the National Bank of Romania will establish by regulations the perimeter of consolidation, the exceptions to the consolidation principles, the consolidation methods, the information to be provided in order to achieve supervision on a consolidated basis and the prudential requirements to be complied with at the consolidated level, which shall relate at least to the following elements: a) solvency; b) the adequacy of own funds to cover market risk; c) control of large exposures; d) limitation of holdings in non-financial activities; e) internal organisation and control to ensure adequate mechanisms for the production and transmission of any data and information necessary for the purpose of enhanced surveillance; f) control of exposures to persons in special relations with the bank. + Article 96 If the bank, the Romanian legal person, and a credit institution authorized in a Member State are subsidiaries of the same financial holding company, the National Bank of Romania is competent to provide supervision on a consolidated basis in case which: a) the financial holding company is based in Romania; b) the financial holding company is established in another Member State, in which it no longer holds as subsidiaries credit institutions and the bank, the Romanian legal person, in relation to the other credit institutions that are subsidiaries of the financial holding company, or has the the higher value of the balance of assets, or, in the event of its equality, has been the first authorised, if a collaboration agreement concluded with the competent authority of that Member State is not provided otherwise. By way of derogation from paragraph 1. 1, through collaboration agreements concluded by the National Bank of Romania with the competent authorities of the Member States, it may be established that the duties on supervision on a consolidated basis are exercised by the respective competent authorities. The collaboration agreements referred to in par. 1 lit. b) and para. 2 2 will include the modalities of collaboration and transmission of the information necessary to carry out supervision on a consolidated basis. *) ------- * *) art. III para. 1 lit. h) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 97 All credit institutions, financial institutions, insurance or other entities falling within the scope of consolidation, holding companies and subsidiaries and subsidiaries of a bank or financial holding company, that are not included in the consolidation perimeter, are obliged to ensure the exchange of information necessary to carry out surveillance according to par. 2 2, art. 95 95 and 98. The National Bank of Romania may request the subsidiaries of a bank or financial holding company, which are not included in the consolidation perimeter, to transmit any necessary information to the bank's supervision. + Article 98 The National Bank of Romania may request, either directly to the holding companies or through their subsidiaries-banks, Romanian legal entities-, any data and information necessary for the purposes of carrying out the supervision of the bank. Provisions of paragraph 1 will not be interpreted in the sense that the National Bank of Romania has supervisory powers in relation to the activity of the holding company or its subsidiaries. For verification of the information received according to 1, the National Bank of Romania may carry out inspections at the headquarters of holding companies and their subsidiaries, when it is located on the territory of Romania, the provisions of art. 93 93 para. 1 1 by applying properly. For the verification of holding companies and their subsidiaries, having their headquarters in the Member States, the National Bank of Romania may carry out inspections at their premises, with the consent of the competent authority of the home Member State, or may request the competent authority concerned carrying out this check. * *) --------- ** **) art. III para. 1 lit. i) of Law no. 485/2003 , the provisions of this paragraph will apply from the date of Romania's accession to the European Union + Chapter XII Remedial measures and sanctions + Article 99 If the National Bank of Romania finds that a bank and/or any of the administrators or heads of the bank or persons appointed to ensure the management of the compartments, branches or other secondary offices shall be guilty of: a) violation of a provision of this law or regulations or orders issued by the National Bank of Romania or of the bank's own regulations; b) violation of any conditions or restrictions provided for in the authorization issued to c) performing fictitious operations and without real coverage; d) non-reporting, late reporting or reporting of erroneous data on bank prudential indicators or other indicators provided for in the regulations of the National Bank of Romania; e) non-compliance with the measures established by the control acts or following them f) jeopardising the credibility and viability of the bank by improperly administering the funds entrusted to it, The National Bank of Romania may apply the following sanctions: a) written warning to the bank; b) the fine applicable to the bank, between 0.05% and 1% of the share capital, or administrators, heads or persons referred to in par. 1, between 1-6 average net salaries/bank, according to the salary situation existing in the month preceding the date on which the deed was found. The fines collected are made to the state budget; c) withdrawal of approval given to the bank's leaders and/or administrators d) withdrawal of the bank authorization + Article 100 Following the findings, the National Bank of Romania can take the following measures: a) the conclusion of a written agreement with the board of directors of the bank, comprising a program of remedial measures; b) obliging the bank at fault to take measures to remedy the consequences of the facts found; c) the establishment of special surveillance and special administration measures, according to the head provisions. XIII; d) suspension of the exercise of the voting rights of the shareholders, in cases where those persons no longer meet the requirements laid down by this law and the regulations issued in its application on the quality of the ownership of a bank or perform an individual or common policy that jeopardises the provision of sound and prudent management of the bank, to the detriment of the interest of depositors and other creditors; e) limiting the bank's operations, including by closing branches abroad, with the withdrawal of approval for them or limiting their operations, in situations where the bank does not provide adequate supervision of the branch's activity; f) the withdrawal of the approval granted for the bank's holdings in the share capital of some subsidiaries or the limitation of such holdings, including where the supervision on a consolidated basis is prevented by not transmitting the necessary information by these subsidiaries; g) the withdrawal of the approval granted to the financial auditor, if he does not properly perform the duties provided by law or does not comply with the specific ethical and professional conduct requirements. The shareholders against whom the measures provided in par. 1 lit. d) will no longer be able to purchase new shares of the bank, properly applying the provisions of art. 108. The measures provided in par. 1 lit. d) may be ordered including in cases where the parent company, financial holding company or holding company of the bank prevents supervision on a consolidated basis, according to this law, by not submitting the necessary information to its realization. In case of withdrawal of approval for the bank's holdings in the share capital of some subsidiaries or the limitation of these holdings, the bank must sell its holdings above the level established by the National Bank of Romania. + Article 101 Remedial measures that can be taken by the bank according to art. 100 100 para. 1 lit. a) and b) shall include, without limitation, the following: a) the establishment of a plan to increase own funds; b) replacement of administrators; c) replacement of persons appointed to ensure the management of compartments, branches or other secondary offices of the bank; d) improving the internal control system. + Article 102 Application of sanctions, according to art. 99 99, does not preclude the adoption of the measures 100. In case of special administration, the National Bank of Romania will also decide on the withdrawal of approvals granted to the heads, administrators and financial auditor of the bank and, respectively, to suspend the voting rights of shareholders. + Article 103 On the complaint received from the competent authorities of the host Member States regarding the violation by banks, Romanian legal entities, of the requirements regarding the activity in the respective Member States, the National Bank of Romania will it has the measures it deems necessary, under this law, and will inform the competent authorities of the host Member States of the latter. *) --------- * *) art. III para. 1 lit. j) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 104 The National Bank of Romania may order the participants and/or administrator of a payment system to adopt measures to remedy the deficiencies found within the system. If the National Bank of Romania finds that the persons referred to in par. 1 are guilty of non-compliance with the head provisions. X, of the regulations issued by the National Bank of Romania in application of these provisions or do not comply with those ordered by it, the National Bank of Romania may apply the following sanctions: a) written warning; b) fine between 100,000,000 lei and 1,000,000,000 lei; c) exclusion of one or more participants; d) withdrawal of authorization granted for the operation of a payment system. The levels referred to in paragraph 2 lit. b) will be modified by the National Bank of Romania, depending on the evolution of the annual inflation rate. + Article 105 The finding of the facts contained in this chapter, which constitute violations of the banking discipline or that in the field of payment systems, is made by the staff of the National Bank of Romania, empowered in this regard by the persons mentioned in par. 2. The acts of application of the measures and sanctions provided for in this chapter shall be issued by the Governor or Deputy Governors of the National Bank of Romania, except for the sanctions provided in art. 99 99 para. 2 lit. c) and d) and the measures provided for in art. 100 100 para. 1 lit. c), the application of which is within the competence of the Board. + Article 106 Application of sanctions provided in art. 99 and 104 are prescribed within one year from the date of becoming aware, but not more than 3 years after the date of the act. The application of sanctions shall not remove material, civil, administrative or criminal liability, as appropriate. + Article 107 Art. 99-106 shall also apply accordingly to branches in Romania of foreign credit institutions, except for the special administration measures provided for in art. 100 100 para. 1 lit. c). + Article 108 The exercise of the right to vote of the significant shareholders of a bank that did not notify the National Bank of Romania, according to art. 72 and 73, the intention to become significant shareholders or to increase its stake in the bank or holding a stake in the share capital or voting rights when the National Bank of Romania has made opposition, under art. 72 72 para. 2, adjourned. The National Bank of Romania shall have the significant shareholders referred to in par. 1 to sell, within 3 months, the shares related to the participation in which the National Bank of Romania made opposition. After the expiry of this period, if the shares were not sold, the National Bank of Romania orders the bank to cancel the respective shares, issuing new shares bearing the same number and selling them, following that the price collected from the sale will be recorded at the disposal of the original acquirer, following the retention of the costs of the sale Provisions of paragraph 2 shall also apply to other shareholders against whom the National Bank of Romania ordered the measure of suspension of the exercise of the right to vote, according to art. 100 100 para. 1 lit. d). Shareholders whose voting rights are not suspended will be able to attend the general meeting and take any decision of the assembly's competence, with the majority of their votes or with another majority provided for in the articles of association for this case. The bank's board of directors is responsible for carrying out the necessary measures to cancel the shares, according to par. 2, and selling newly-issued shares. If for the lack of buyers the sale did not take place or only a partial sale of the newly-issued shares was realized, the bank will immediately proceed to the reduction of the share capital with the difference between the registered share capital and that held by the shareholders with the right to vote. *) ------- * *) Art. VIII of Law no. 485/2003 provides that: " The shareholders of banks who, on the date of entry into force of this law, have the right to vote suspended must sell their shares held at the bank within 3 months from this date. After the deadline, the provisions will apply art. 73 73 * *) of Law no. 58/1998 , with subsequent amendments and completions, including those brought by this law. " **) Art. 73 has become by renumbering art. 108. + Article 109 They constitute crimes and are punishable by imprisonment from one month to 2 years or with a fine by individuals of the facts provided in section 3 of the head. I. Legal persons who are guilty of violating the provisions contained in section 3 of the head. I will be sanctioned under the conditions provided by the legislation on the conduct of illicit commercial activities. If the legal person carries out mainly prohibited activities, according to the provisions of 7 7 and 10, or if it, although sanctioned, continues to carry out the respective activities, the competent court may decide to dissolve, respectively the entry into liquidation. The National Bank of Romania is empowered to determine whether an activity represents or does not attract deposits or other repayable funds from the public, banking activity, electronic money issuance activity or attraction activity. and/or administration of money resulting from the association in order to save and grant credits in a collective system. In this case the decision of the National Bank of Romania is mandatory for the interested parties. ----------- *** ***) Art. XI of Law no. 485/2003 provides that: " Companies that, on the date of entry into force of this law, carry out activities of attracting repayable funds from the public or other activities of the nature of banking activity, including attraction activity and/or administration of money resulting from the association in order to save and grant credits in a collective system, will take measures for the immediate cessation of such activities. Otherwise, the provisions become incidental art. 74 * ***) of Law no. 58/1998 ,, as amended, including those brought by this law. " ****) Art. 74 becomes by renumbering art. 109. + Article 110 The opening of bank accounts under fictitious names constitutes a crime and is punishable by imprisonment from 2 to 7 years. + Chapter XIII Measures to establish special supervision and special administration of banks + Article 111 The National Bank of Romania, as competent authority, may decide measures to establish special supervision and special administration of banks. + Section 1 Measures to establish special supervision of banks + Article 112 The Board of Directors of the National Bank of Romania may decide measures to establish special supervision of banks, Romanian legal entities, for violation of the law or regulations issued by the National Bank of Romania, found in the performance of supervisory actions and/or the analysis of bank reports, as well as the finding of a precarious financial situation. Special supervision is ensured through a commission established for this purpose, consisting of a maximum of 7 specialists from the National Bank of Romania, one of whom will serve as chairman of the commission and one, the vice president of the its. + Article 113 The duties of this committee shall be determined by the Board of Directors of the National Bank of Romania and shall refer mainly to: a) the pursuit of the way in which the bank's management acts to establish and apply the necessary measures to remedy the deficiencies entered in the control act prepared by the inspection bodies of the National Bank of Romania; b) suspension or abolition of acts of decision of the statutory bodies of the bank, contrary to prudential regulations or leading to deterioration of the financial situation of the bank; c) the formulation of requests for modification/completion of the bank's own regulations d) limitation and/or suspension of some banking activities and operations for a certain period; e) any other measures that are deemed necessary to remedy the situation of the bank; f) the formulation of proposals to the National Bank of Romania for the application of sanctions and/or remedial measures provided by law, if the management of the bank does not comply with the measures ordered by the commission. The special supervisory board shall not substitute the management of the bank for the coordination of the daily business and the power to engage the bank. The liability for the legality, the reality, the accuracy and the appropriateness of the operations carried out and the documents drawn up by the bank shall exclusively lie with the statutory governing bodies and/or persons drawing up and signing the documents concerned according to their duties and powers. During the exercise of special supervision, the general meeting of the shareholders, the board of directors and the heads of the bank shall not decide to act contrary to those ordered by the special supervisory commission. Members of the special supervisory board shall have access to all documents and registers of the bank, being obliged to keep the secret of banking operations. + Article 114 The Special Supervisory Commission shall submit periodic reports to the Council of Administration of the National Bank of Romania on the bank's Depending on the conclusions resulting from these reports, the Board of Directors of the National Bank of Romania decides on the cessation or continuation of special supervision, but not exceeding a period of more than 120 days from establishment of the special surveillance measure. If serious deficiencies are still found in the bank's activity, the National Bank of Romania may decide, on a case-by-case basis, to establish the bank's special administration measure or to adopt other measures provided by law, including withdrawal of authorisation + Section 2 Measures for the special administration of banks + Article 115 The National Bank of Romania may decide to establish the special administration measure on a bank, the Romanian legal entity, including its secondary offices in Romania and abroad. The special administration measure may be ordered in cases where: a) the special surveillance measures did not result in a period of up to 120 days; b) the solvency indicator, calculated in accordance with the regulations of the National Bank of Romania in relation to its own funds, is at a level that does not exceed half of the minimum level provided by these regulations; c) the bank has repeatedly violated the provisions of the law and/or the regulations issued in its application; d) the bank has no leader and no administrator. An announcement on the establishment of special administration will be published in the Official Gazette of Romania, Part IV. The establishment of special administration measures is ordered by the National Bank of Romania and in case of referral by this court to the competent court for triggering the bankruptcy procedure of a bank, until the appointment by the syndic judge liquidator. + Article 116 The special administration will be established for a period of one year from the date of the decision of the National Bank of Romania, unless the decision establishes a shorter period or the National Bank of Romania decides to terminate the administration special, according to art. 127 127 para. 4. In exceptional circumstances the National Bank of Romania may extend, under the conditions provided for the establishment of special administration, the period provided in par. 1, not more than 6 months. + Article 117 The special administration shall be exercised by a special administrator, appointed by the National Bank of Romania by the decision establishing this measure. Special administrator may be a natural person or a legal person, including the Deposit Guarantee Fund in the Banking System. For good reasons, the National Bank of Romania can replace the special administrator. All expenses related to special administration shall be borne by the bank subject to this measure. + Article 118 If it considers necessary, the National Bank of Romania may set certain limits and/or conditions regarding the activity of the bank in respect of which the establishment of special administration has been decided. They will be communicated to the special administrator, who will respond to their compliance. + Article 119 The special administrator shall fully take over the duties of the board of directors and of the heads of the bank subject to the special administration regime, as these duties result according to the law + Article 120 After taking over the administration of the bank, the special administrator will immediately notify the compartments within the bank, its secondary offices, the correspondent banks, the trade register office and, as the case may be, the Deposit Guarantee Fund in The Banking System on taking this action. The communication is made in writing and will also include the special administrator's signature specimen. The communication made to the correspondent banks will include the mention that all future operations through the bank's account will be authorized only by the special administrator or by the persons expressly empowered by him. + Article 121 The main task of the special administrator is to establish the optimal conditions for preserving the value of the bank's asset, eliminate the existing deficiencies in administration, collect the receivables and establish the possibility of recovery the financial situation of the bank; in this regard the special administrator may take all measures it considers necessary, within the limits of its powers provided for by law. The measures that may be taken envisage: a) the negotiation of bank receivables and/or their rematurity; b) the suspension of the attraction of deposits and/or the granting of credits; c) the closure of unprofitable secondary premises or whose activity is not justified; d) resizing the personnel scheme, by reorganizing the activity, in order to reduce the expenses; e) other measures that the board of directors of a bank or its leaders may take, according to the law, during a normal administration. The special administrator shall at least take the necessary measures to: a) reduction of losses; b) cessation of fraudulent activities and abuses of any nature of persons in special relations with the bank; c) the introduction of actions for the cancellation of fraudulent acts, previously concluded by the bank, including those contracts in which the oblibations assumed by the bank are disproportionate in relation to the performance to which the other party was obliged contracting; d) safekeeping of the bank's assets and documents; e) referral to the competent bodies, if there are indications of the commission of crimes. + Article 122 By exception to the provisions of art. 121, in case of establishment of special administration, according to art. 115 115 para. 1 lit. d), the main task of the special administrator is to take the necessary measures to appoint a new board of directors and the new leaders of the bank. During this administration, the special administrator may take any other measures that the board of directors of a bank or its leaders may take, according to the law, during a normal administration, the provisions of art. 117-120, 123, 126, art. 127 127 para. 1-3 1-3, art. 128 128 para. 1 1 and 2 and art. 129 129 para. 1 1 being applicable. + Article 123 If the financial statements related to the period concluded before the establishment of the special administration have not been approved according to the law or the special administrator considers that they do not reflect the real property situation of the bank, preparation of a new financial situation and will take measures to approve, publish and submit it to the competent bodies, according to the law. + Article 124 In order to adopt decisions on the situation of the bank, in areas that exceed its powers established by law for the board of directors, the special administrator may convene the general meeting of the bank's shareholders. The agenda of the meeting will be established by the special administrator, with the prior consultation of the National Bank of Romania, and cannot be changed by the persons convened. After the establishment of the special administration, the legal provisions regarding the obligation to convene the general meeting at the request of the bank's shareholders are Shareholders representing 50% of the share capital will be able to submit to the special administrator viable proposals for financial recovery of the bank, which will decide on them. + Article 125 If the general meeting of the shareholders decides to increase the share capital, for the exercise of the right of pre-emption, a period of at least 5 days will be granted, starting from the date of publication of the decision. For thorough reasons, justified by the existence of a serious intention from an investor, to participate in the bank's capital, the special administrator will be able to raise shareholders the right to subscribe new shares, in whole or in part, with approval of the National Bank of Romania The decision to increase the share capital must ensure at least one level of initial capital that allows the bank to be classified in the solvency indicators provided by the regulations of the National Bank of Romania. In case of reduction of the share capital, it can be made only after the passage of 30 days from the date of publication of the decision in the Official Gazette of Romania, Part IV. + Article 126 Within 60 days of the appointment, the special administrator shall submit to the Council of Administration of the National Bank of Romania a written report on the measures taken from the establishment of special administration and their effects, at the financial condition of the bank and the possibility of recovering its financial security situation, presenting its recommendations in this regard. The report will be attached: documents related to the valuation of assets and liabilities of the bank, the situation of debt recovery, the cost of maintaining assets and the situation of liquidation of liabilities The report must be sufficiently detailed to substantiate the recommendations made by the administrator. For good reasons, the Board of Directors of the National Bank of Romania may extend the deadline provided in par. 1, on the proposal of the special administrator, but not more than 30 days. + Article 127 Within 15 days from the receipt of the special administrator's report, the Board of Directors of the National Bank of Romania will take a decision on the appropriateness of maintaining the special administration measure and will rule on recommendations made by the special administrator. If on the basis of the special administrator's report it is found that there are no conditions for improving the financial situation of the bank, so that it reaches the minimum level of solvency indicators, or, as the case may be, were not named approved by the bank's new leaders and administrators, the National Bank of Romania will withdraw the bank's authorization and will refer the matter to the competent court for triggering the bank's bankruptcy procedure or will order the dissolution followed by liquidation, according to provisions contained in the head. XIV, if the conditions provided by law for triggering the bankruptcy procedure are not met. In case of continuation of the special administration, the special administrator will present to the National Bank of Romania, at the deadlines set by it, reports on the financial situation On the basis of the reports of the special administrator, the Board of Directors of the National Bank of Romania may at any time decide to terminate the special administration, with the resumption of the bank's activity under the control of withdraw the authorization of the bank with the corresponding application of the provisions 2. + Article 128 If the National Bank of Romania finds, on the basis of the reports of the special administrator, that the bank to which the special administration was established has recovered financially and falls within the prudential requirements established by this Law and the regulations issued in its application or, as the case may be, have been appointed and approved to the new management and administrators of the bank, the National Bank of Romania may decide to terminate the special administration and resume the bank's activity under its statutory bodies. An announcement on the termination of the special administration will be published in accordance with the provisions of 115 115 para. 2. The special administrator shall take the necessary measures for the appointment of the new board of directors, including the new leaders of the bank. Until the appointment and approval of the new leaders and administrators of the bank, the special administrator will ensure its management and administration. + Article 129 If the National Bank of Romania finds that the financial recovery of the credit institution is not possible, it decides to withdraw the authorization of the credit institution and to notify the competent court in order to trigger the procedure bankruptcy. + Chapter XIV Liquidation of banks + Article 130 With the withdrawal of the authorization, in other cases than those in which the withdrawal was made at the request of the shareholders, the National Bank of Romania will order the dissolution followed by the liquidation of the bank, except in the situations provided in art. 25 lit. c) and e). + Article 131 Liquidation in case of bankruptcy is carried out under the conditions provided by the legislation governing the regime of bankruptcy procedure. + Article 132 In case of withdrawal of the authorization of a branch of a foreign credit institution operating on the territory of Romania, the credit institution in question will be obliged to liquidate its activity in Romania. + Article 133 If the conditions provided by law for triggering the bankruptcy procedure are not realized, the liquidation of the bank, including branches in Romania and abroad, will be carried out in compliance with the applicable Romanian legislation in the event of the dissolution and liquidation of the joint stock companies and the following provisions. In the case of banks, Romanian legal entities, liquidator will be the Deposit Guarantee Fund in the Banking System, hereinafter referred to as liquidator, both if the liquidation was ordered according to art. 130, and where the liquidation takes place at the initiative of the shareholders. + Article 134 In case of withdrawal of the authorization of a bank, the Romanian legal entity, which operates on the territory of one or more Member States, the National Bank of Romania shall inform without delay, by any means available, the authorities the powers of the host Member States on the decision taken and the effects it entails. The liquidator will immediately take the necessary measures to publish an extract from the decision of the National Bank of Romania, on the basis of which the bank's liquidation was triggered, in the Official Journal of the European Communities and in two national circulation newspapers in the territory of each host Member State, in its official language or, as the case may be, in one of its official languages. The liquidator will be able to act on the territory of the host Member States, on the basis of a certified copy of the decision of the National Bank of Romania or on the basis of a certificate issued by it, The liquidator will be able to exercise on the territory of the host Member States all the powers accruing him He will be able to appoint other persons to support or represent him in the territory of these states, including in order to assist creditors during the liquidation. In the exercise of its powers the liquidator shall comply with the law of the Member State in whose territory it acts, in particular with regard to the procedures for the recovery of assets and the provision of information to the employees Competencies may not include the use of force or the right to settle disputes or disputes. *) --------- * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 135 In case of liquidation of a bank, the Romanian legal person, who operates in the territory of one or more Member States, shall apply the Romanian legislation, with the exceptions provided in art. 138-146. The decision of the National Bank of Romania will take effect in all the host Member States, without any other formality, and will become effective from the date of publication in the Official Gazette of Romania, Part I, according to art. 28. If deemed necessary, the liquidator may request the registration of the decision of the National Bank of Romania in the real estate register, the trade register or in any other public register kept in the If the legislation of a host Member State makes it compulsory for such formalities, the liquidator shall take all measures to fulfil it. The amounts necessary for the registration will be considered as expenses related to the liquidation. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 136 Any creditor of the bank in liquidation, having domicile/residence or, as the case may be, its registered office in a Member State other than Romania, including the public authorities, shall have the right to declare its claims or to make written observations in relation to with its claims on the bank, which will address the liquidator. The declaration of claims or, as the case may be, the comments made may be submitted in the official language or in the official languages of that Member State and must bear the words "declaration of claims" or, where appropriate, "observations on claims", in the language Roman. The claims of creditors having their domicile/residence or, as the case may be, the registered office outside the territory of Romania will be treated in the same way and will have the same rank of preference as the claims of the same nature domicile/residence or, as the case may be, its registered office on Creditors exercising the right provided for in par. 1 will transmit copies of the documents certifying their claims, if any, and will indicate the nature of the claim, the date on which it was born and its value, if there are privileges, real guarantees and other such rights in relation to the claims and what are the claims guaranteed thus. At the request of the liquidator, the creditors must also provide the Romanian translation of the declaration of claims or, as the case may be, of the comments made and the documents presented. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 137 The liquidator will ensure the regular information of creditors, in the manner considered appropriate, in particular on the progress made in capitalizing on the bank's assets The liquidator is kept by the obligation of professional secrecy, according to the provisions contained in the head. VIII. + Article 138 The effects of the bank's liquidation on certain contracts and rights will be regulated as follows: a) contracts and labour relations will be governed by the law of the Member State applicable to each employment contract; b) the contracts by which the right of use is acquired or the right to purchase immovable property will be governed by the law of the Member State on whose territory the property is located, according to which the nature of the property will be determined: mobile or building; c) the rights to immovable property, ships and aircraft, which are subject to the obligation to register in a public register, shall be governed by the law of the Member State under whose authority the register is held. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 139 The opening of the liquidation procedure on the bank will not affect the real rights of creditors or third parties on tangible or intangible assets, movable or immovable, individually determined or generically determined-owned by the the bank, which, on the date of entry into force of the liquidation decision, are located in the territory of other Member States than Romania. The rights provided in par. 1 1 refers in particular to: a) the right to have a good or to have it available and the right of preference, in the case of the execution of the good, or to collect its fruit, resulting in particular from a right of pledge or mortgage; b) the right of preference before other rightholders over the good; c) the right to follow the good in the hands of anyone who would find it; d) the right to use the goods. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 140 The opening of the liquidation procedure, in the event that the bank is part of a contract to sell a good, as a buyer, will not affect the seller's right arising from a clause by which he reserved the right to property up to a certain period or until the fulfilment of a condition, if, on the date of entry into force of the liquidation decision, the property is situated in the territory of a Member State other than Romania. The opening of the liquidation procedure, if the bank is part of a sales contract, as a seller, will not constitute grounds for the cancellation or abolition of the contract and will not affect the rights of the buyer, if it took place after the delivery of the good and if, on the date of entry into force of the liquidation decision, the good is located in the territory of a Member State other than Romania. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 141 The opening of the liquidation procedure will not affect the rights of creditors to invoke legal compensation, when the law applicable to the bank's claims allows such compensation In the case of contractual compensation the law governing the respective contracts will be applied. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 142 Art. 139-141 para. 1 does not prevent the exercise of actions in finding or declaring a nullity or in finding the inoposability of legal acts, according to Romanian law *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 143 The exercise of the right of ownership or other rights to securities, the existence or transmission of which is subject to registration in a register, in an account or in a centralized storage system, kept or located in a Member State shall be governed by the law of that Member State. The report contracts and the contracts underlying the transactions carried out on an organized market will be governed by the law applicable to the respective contracts, if the provisions of par. 1. 1. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 144 The Romanian legislation on the nullity of fraudulent acts concluded at the expense of creditors is not applicable if the beneficiary of such an act proves that the act, as a whole, is governed by the law of another Member State and that this law does not allows no way of challenging the act in the case of the case. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 145 The validity of the acts concluded after the opening of the liquidation procedure, by which the bank alienates immovable property, ships or aircraft subject to registration in a public register or securities or rights to such securities whose securities are the existence or transfer is subject to the obligation of registration in a register, in an account or in a centralized storage system, kept or located in a Member State, shall be governed by the law of the Member State in whose territory it is situated that property or, where applicable, under the authority of which that register is kept, account Centralised storage system. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 146 The actions before the courts, having as object the goods or rights that the bank was deprived of, will be governed by the law of the Member State in which the process takes place. *) ------ * *) art. III para. 1 lit. k) of Law no. 485/2003 , the provisions of this article will apply from the date of Romania's accession to the European Union + Article 147 Liquidation of the bank according to art. 130 or at the initiative of its shareholders does not prevent the onset of bankruptcy proceedings, if during the liquidation process the bank reaches one of the situations provided by law in which the conditions for declaring the state are met of bankruptcy. + Article 148 The provisions contained in the legislation on the bankruptcy of credit institutions, relating to the duties of the liquidator, to the bearing of the expenses related to the liquidation, to the order of settlement of claims, shall also apply accordingly liquidation of the bank, according to the provisions of + Chapter XV Appeals and appeals + Article 149 The documents issued in application of this law can be challenged within 15 days from their communication to the Board of Directors of the National Bank of Romania, which is pronounced by decision within 30 days from the date of referral. The decision of the board of directors can be appealed to the High Court of Cassation and Justice, within 15 days of communication. + Article 150 Until the adoption of a decision by the National Bank of Romania according to art. 149 149 para. 1 or, as the case may be, until a final and irrevocable judgment by the court under par. 2 of the same article, the execution of the acts of the National Bank of Romania is + Article 151 The National Bank of Romania is the only authority able to rule on the considerations of opportunity, assessments and qualitative analyses underlying the issuance of its acts. In case of appeal in court of the acts of the National Bank of Romania, the court will rule on the legality of these acts. + Chapter XVI Electronic money institutions other than banks + Article 152 Electronic money institutions shall be subject to the regulation and supervision of the National Bank of Romania. The initial capital, the conditions of authorization, the minimum level of own funds and the allowed investments of electronic money institutions will be established by the National Bank of Romania through regulations. Electronic money institutions shall have prudent and sound management, administrative and accounting procedures and adequate internal control systems, enabling them to assess the financial and non-financial risks to which they are are exposed, including technical and procedural risks and those resulting from cooperation with entities providing them with related services. + Article 153 Electronic money institutions may not hold stakes in other entities, except those whose object of activity consists solely in the provision of operating services or other related services related to the issuance or distribution of electronic money by the institution concerned. + Article 154 During the period of validity for which the electronic money was issued, electronic money institutions shall be obliged to redeem it, at the request of the holders, at an amount equal to its value existing in the balance, without the retention of other fees and commissions than those strictly necessary to carry out the redemption operation. In this regard, the provisions of Article 80 80 para. 2 2 and 3 shall also apply accordingly to such institutions. + Article 155 The provisions of art. 25-30, 32-40, head. VII, head. VIII, art. 56-60, 62-67, 72-77, 81-83, art. 84 84 para. 2 2, art. 85-87, 92-106, 108, head. XIII, head. XIV, head. XV and art. 157-164 shall also be applicable to electronic money institutions. In this case, in the respective texts instead of banks, Romanian legal entities, or banks will be read electronic money institutions. Art. 65 and 66 and art. 157 157-164 on the conditions of activity in other Member States by electronic money institutions shall apply only for the conduct of electronic money issuance activity. + Article 156 Electronic money institutions may merge with banks, other electronic money institutions or other entities providing ancillary or related services provided for in art. 24. + Chapter XVII*) Member States ---------- * *) art. III para. 1 lit. l) of Law no. 485/2003 , the provisions of this chapter will apply from the date of Romania's accession to the European Union Art. III para. 2 2 of Law no. 485/2003 provides that: " Until the date of accession, for branches in Romania of credit institutions having their headquarters in the Member States, the requirement of the authorization provided for in art. 15 15 * *) may be removed under reciprocal conditions, on the basis of cooperation agreements concluded by the National Bank of Romania with the competent authorities of the Member States of origin. The supervision of these branches shall be carried out under the conditions laid down in those agreements **) Article 15 has become by renumbering art. 21. + Section 1 Credit institutions + Article 157 By exception to the provisions of art. 9 9 and 21, credit institutions authorised and supervised by the competent authority of a Member State may carry out in Romania, within the limits of the authorisation granted by the Member State of origin, banking or other activities of a financial nature provided in art. 11 11 para. 1, through a branch or directly, without the need to obtain an authorization from the National Bank of Romania. Credit institutions referred to in par. 1 will notify the National Bank of Romania of the opening of representations in Romania, in accordance with the regulations given by it. The representations will limit their activity to acts of information, representation, market research, customer contact and will not carry out any operations subject to the provisions of this law. + Article 158 Within two months from the receipt of the communication from the competent authority of the home Member State, containing the information referred to in art. 64 64 para. 4 and to art. 65 65 para. 5, the National Bank of Romania will communicate to the credit institution concerned, if necessary, the conditions in which, in order to protect the general interest, its branch in Romania is to carry out its activity. The credit institution will be able to start the activity through the branch, from the date of receipt of the communication from the National Bank of Romania or, in its absence, after the deadline provided in par. 1. In order to start the activity, the branch will open a current account at the National Bank of Romania, according to the regulations issued Money transfers operated by enrolments in the current account opened in the records of the National Bank of Romania are irrevocable and unconditional. Any intention to modify the information contained in the communication received by the National Bank of Romania, according to par. 1, must be notified to it by the credit institution concerned, at least one month before the date on which the respective modification is to be carried out; the new conditions in which the activity is to be carried out on the territory of Romania. + Article 159 Prudential supervision of credit institutions provided for in art. 157, including their branches in Romania, shall be carried out by the competent authorities of the Member States of origin. The National Bank of Romania shall carry out, in cooperation with the competent authorities of these states, the supervision of branches of credit institutions provided in art. 157, in terms of liquidity, and has the power to order the necessary measures in the application of its monetary policy. Branches in Romania of credit institutions provided in art. 157 the following shall apply to them: a) the legal provisions and those contained in the regulations of the National Bank of Romania, issued in law enforcement, regarding the reporting of indicators and the provision of other data and information necessary for the proper exercise of competences provided by law of the National Bank of Romania in the field of monetary policy, supervision of liquidity and statistical risk; b) the provisions on professional secrecy in the banking field; c) other provisions of the Romanian legislation applicable to banks, which aim to protect the general interest, consumer protection, prevent the use of the financial system for money laundering and the like; d) provisions of art. 88 88 para. 3, regarding the preparation and publication by the branches of foreign credit institutions of their own financial statements and the publication by them of the annual financial statements of the foreign credit institution. Provisions of para. 3 lit. b) and c) shall also apply to credit institutions, provided in art. 157, which directly carries out in Romania banking activity or other activities of a financial nature. For the purpose of the exercise of specific activities, credit institutions authorised in another Member State may use on the territory of Romania the name they use in the Member State of origin, without prejudice to the provisions relating to the use of the names "savings house for housing", "bank" or other terms used in Romania, which name credit institutions. If there is a danger of confusion, in order to ensure a proper clarification, the National Bank of Romania may request that the name be accompanied by an explanatory statement. In all its official acts, branches in Romania of credit institutions authorised in another Member State must clearly identify themselves through a minimum of data: the company under which they are registered in the commercial register, the address of the premises principal, unique registration code, order number in the trade register, number and date of registration in the bank register. Branches in Romania of credit institutions authorised in another Member State may allocate, from the accounting profit determined before the deduction of the corporate tax, the amounts for the establishment of the general banking risk fund, within 1% of the balance of assets carrying risks specific to banking activity, as established by the regulations of the National Bank of Romania, in so far as the respective amounts are found in the net profit. + Article 160 Inspections at the premises of branches in Romania of credit institutions authorised in a Member State may be carried out by the competent authorities of the home Member State, by persons empowered, with the prior information of the Bank. National of Romania. If the competent authorities of the home Member State ask the National Bank of Romania to carry out the verification of the activity of the branches in Romania of the credit institutions authorised in the Member State concerned, the National Bank of Romania will be able to carry out this verification directly through its staff or will allow it to be carried out by auditors or financial experts. + Article 161 If a credit institution in a Member State, which carries out banking or other activities of a financial nature, referred to in art. 11, in Romania, through a branch or directly, does not comply with the requirements of activity in Romania, according to those provided in art. 159 159 para. 2 and 3, the National Bank of Romania will be able to order it to take measures to remedy the facts found. If the credit institution does not comply with the provisions of par. 1, the National Bank of Romania shall inform the competent authority of the home Member State. Provisions of paragraph 2 does not prevent the application by the National Bank of Romania of sanctions or measures it considers necessary, according to the provisions of art. 107, or the ban on the activity in Romania directly. The National Bank of Romania will inform the European Commission and the competent authorities of the home Member State of the sanctions and/or measures ordered. Sanctions and/or measures ordered by the National Bank of Romania may be challenged under the conditions laid down in XV. The application of sanctions shall be prescribed within one year from the date of becoming aware, but not more than 3 years after the date of the act. The application of sanctions shall not remove material, civil, administrative or criminal liability, as appropriate. + Article 162 If the National Bank of Romania is informed by the competent authorities of the home Member State of the decision to withdraw the authorization of a credit institution operating on the territory of Romania, in order to protect the interests of depositors and other creditors, the National Bank of Romania will take the necessary measures so that the credit institution concerned no longer carries out activities on the territory of Romania. + Article 163 If a credit institution from a Member State operating on the territory of Romania has been ordered reorganization measures, special administration, liquidation, bankruptcy or other such measures, they will apply without other formalities on the territory of Romania and will take effect under the conditions and from the date laid down in the legislation of that Member State. The reorganization, administration, liquidation and bankruptcy proceedings will apply in accordance with the legislation of the home Member State, with the exceptions provided for in art. 138-146, which applies accordingly, in which case instead of Romania and the Romanian law/legislation will be read the home Member State and the law/legislation of the home Member State. + Article 164 Persons empowered to implement the measures ordered by the administrative or judicial authority, according to art. 163 163 para. 1, will be able to act on the territory of Romania on the basis of a certified copy of the act of appointment or of a certificate issued by this authority, accompanied by a translation into Romanian, without any other formality. Persons referred to in par. 1 will be able to exercise on the territory of Romania all their competences according to the legislation of the home Member State. These persons will be able to appoint other persons to represent them on the territory of Romania, including in order to provide assistance to creditors during the application of the measures in question. + Section 2 Financial institutions + Article 165 Financial institutions established in one of the Member States will be able to carry out on the territory of Romania the financial activities provided for in their constituent acts, through a branch or directly, in compliance with the provisions of art. 158 158, 159 and 161, if these financial institutions are subsidiaries of one or more credit institutions and cumulatively meet the following conditions: a) the parent company or parent companies are authorised as credit institutions in the Member State whose legislation governs the status of the financial institution concerned; b) the activities in question are actually carried out in the territory of c) the parent company or parent companies hold 90% or more of the voting rights attached to the shares representing the share capital of the financial institution; d) the parent company or parent undertaking must satisfy the prudential requirements of the competent authorities of the Member States of origin with regard to the management of the financial institution-subsidiary and must declare, with the consent of those authorities, that they jointly guarantee the oblibations assumed by the subsidiary; e) the financial institution-subsidiary is effectively included in the supervision on the consolidated basis of the parent company or, as the case may be, of each parent company, in particular as regards the financial activities concerned, in particular for the calculation of the the solvency ratio, large exposures and the level of holdings of the nature of financial assets in non-financial entities. Verification of the fulfilment of the conditions 1 shall be carried out by the competent authority of the Member State of origin, which shall certify this, concurrently with the transmission of the information referred to in 158 158 para. 1. The competent authority of the home Member State shall ensure the supervision of the subsidiaries referred to in paragraph 1. If the National Bank of Romania is informed by the competent authority of the home Member State that the financial institution no longer meets one of the conditions laid down in par. 1, the activities carried out in Romania by the respective financial institution will fall under the Romanian legislation applicable to these activities. The provisions of this Article shall also apply in the case of financial institutions established in Romania, which wish to operate within the territory of the Member States, if these financial institutions are subsidiaries of banks, Romanian legal persons, and meet the conditions provided in par. 1. The verification of these conditions is carried out by the National Bank of Romania, which will also ensure the supervision of these financial institutions in accordance with the provisions of par. 3. + Article 166 Art. 165 165 shall also apply accordingly to the subsidiaries of financial institutions which fulfil the conditions laid down in this Article. + Section 3 Collaboration with competent authorities and notification requirements + Article 167 For the prudential supervision of banks, Romanian legal entities, operating in the territory of other Member States and credit institutions authorized in other Member States, operating in Romania, the National Bank of Romania will work closely with the competent authorities of the Member States concerned. By derogation from the provisions of art. 93 the last paragraph, the collaboration will be possible by exchange of information or in any other way, such as to facilitate the supervision of the credit institutions concerned and to verify the fulfilment of the conditions underlying their authorisation by the competent authority. The information will mainly relate to their administration, management and ownership, but also to other aspects of prudential nature, especially targeting liquidity, solvency, limitation of large exposures, management procedures and Accounting, internal control, deposit guarantee. + Article 168 At the request of the competent authorities of the Member States responsible for the consolidated supervision of the subsidiary credit institutions of a financial holding company based in Romania, the National Bank of Romania shall be empowered to request holding any information relevant to the performance of supervision on a consolidated basis, which it will transmit to the requesting authorities. + Article 169 Where the competent authorities of the Member States require the National Bank of Romania to carry out the verification of information relating to a credit institution, a financial holding company, a financial institution, a service provider auxiliary banking, a holding company and its subsidiaries or at the subsidiaries referred to in art. 97 97 para. 2, having its registered office in Romania, the National Bank of Romania will either carry out this verification directly through its staff, or will allow the requesting competent authority to carry out the verification or allow it to be carried out by auditors or financial experts. + Article 170 The National Bank of Romania will notify the European Commission of the following: a) any authorization granted to a bank or to another credit institution, the Romanian legal person; b) any withdrawal of authorization granted to a bank or to another credit institution, the Romanian legal person; c) any refusal to transmit information, according to the provisions of art. 65 65 para. 4 4; d) any authorization granted to a credit institution, the Romanian legal person, which was constituted as a subsidiary directly or indirectly owned by one or more parent companies that are not governed by Romanian law or another Member State and any purchase by such a parent company of a significant stake in a credit institution, the Romanian legal person, if, as a result of this acquisition, the credit institution, the Romanian legal person, becomes a subsidiary of the parent company; in this case the notification will also include the structure of the group from which it is part; e) the difficulties encountered by banks or other credit institutions, Romanian legal entities, at the opening of branches or in the activity abroad, on the territory of a state, other than a Member State; f) application for authorization of a subsidiary, which is constituted as a credit institution, Romanian legal person, directly or indirectly owned by one or more parent companies that are not governed by Romanian law or another Member State and any application for the approval of a significant stake in a credit institution, the Romanian legal person, formulated by such a parent company, if by acquiring this stake the credit institution, the Romanian legal person, would become a subsidiary of that parent undertaking; g) the list of financial holding companies that are parent companies of banks, Romanian legal entities, supervised on a consolidated basis by the National Bank of Romania under this law; h) any authorization granted to branches of foreign credit institutions located outside the Community; i) any other information to be reported to the European Commission at its request or in accordance with the provisions of Community law. The information provided in lett. f) are transmitted at the express request of the European Commission. The list provided in lit. g) it will also be transmitted to the competent authorities of the Member States and the information referred to in h) shall also be transmitted to the Banking Advisory Committee. + Article 171 If the European Commission decides that the competent authorities of the Member States must suspend or discontinue the procedure for the adoption of a decision on the applications referred to in art. 170 lit. f), the National Bank of Romania, by decision, will suspend or interrupt the authorization/approvals procedure; the term of suspension, respectively of interruption, will not be able to exceed 3 months. If, before the end of the term provided in par. 1, the European Council will decide to continue the measure adopted by the European Commission, the National Bank of Romania, by decision, will extend the deadline for which the authorization/approval procedure is suspended or interrupted, during the period provided for in the decision European Council. Provisions of paragraph 1 and 2 shall not apply to applications for authorization/approval provided for in art. 170 lit. f), if the parent company is a credit institution which is authorised to carry out banking activity in the territory of a Member State or is a subsidiary of such a credit institution. + Chapter XVIII Final provisions + Article 172 Credit institutions operating in Romania under the terms of this law shall be highlighted by the National Bank of Romania in the register of credit institutions, which is accessible to interested persons. + Article 173 Banks can organize a professional association, which represents their collective interests towards public authorities, to study issues of common interest, to promote cooperation, to inform members of the association and the public and to organize services of common interest. The professional association of banks works with the National Bank of Romania. Separately or within the professional association, banks will be able to organize their own body of executors, whose activity will be strictly related to the execution of the bank's enforceable securities and of the companies belonging to the group its. The status of this body of executors will be approved by order of the Minister of Justice -------------- Article 2 (2) art. 173 173 was amended by the single article of LAW no. 131 131 of 12 May 2006 , published in MONITORUL OFFICIAL no. 420 420 of 16 May 2006. + Article 174 The opening of the reorganization, bankruptcy or similar procedure does not affect bilateral contracts for the clearing of claims and mutual obligations arising from operations with instruments based on the exchange rate and the rate interest and operations similar to gold, concluded by the contracting party, on which these measures were ordered. + Article 175 The regulations issued by the National Bank of Romania may include: a) regulations, rules, circulars and other acts of general nature, issued in law enforcement, mandatory for one or more categories of credit institutions; b) orders issued in the application of the law or a regulation, mandatory for one or more credit institutions. All regulations issued by the National Bank of Romania in application of this law shall be published in the Official Gazette of Romania, Part I. + Article 176 This law shall enter into force 30 days from the date of its publication in the Official Gazette of Romania, Part I. The law is supplemented by the provisions of the legislation applicable to companies, in so far as they do not contravene the provisions of + Article 177 The National Bank of Romania will develop regulations and orders in the application of this law, within 180 days from the date of its entry into force. + Article 178 On the date of entry into force of this Law, the Law no. 33/1991 on banking activity, published in the Official Gazette of Romania, Part I, no. 70 70 of 3 April 1991, Law no. 36/1997 for approval Government Ordinance no. 40/1996 amending and supplementing the regulations on the increase of the share capital of the banking companies, published in the Official Gazette of Romania, Part I, no. 54 54 of 1 April 1997 and any other provisions to the contrary. The current regulations of the National Bank of Romania, which, until the adoption of the new regulations, remain in force. + NOTE: 1. We reproduce below art. II and art. III of Government Emergency Ordinance no. 137/2001 to amend and supplement Banking law no. 58/1998 , approved with amendments and additions by Law no. 357/2002 , which have not been included in the present republicable form: "" Art. II. -Applications for unresolved authorization on the date of entry into force of this emergency ordinance, which do not comply with the provisions Law no. 58/1998 , as amended by this emergency ordinance, and with the regulations issued in application of this law, can be withdrawn and presented again to the National Bank of Romania. If the application for authorization is not withdrawn, the deficiencies existing in the submitted documentation must be removed until the expiry date of the deadlines in which the National Bank of Romania must rule on them, according to the provisions art. 13 13 *) para. 1 1 and 3 of Law no. 58/1998 . Otherwise, the provisions of art. 14 14 * *) of the law. Art. III. -The National Bank of Romania will assess the quality of the heads, administrators and shareholders of the authorized banks and will take the appropriate measures, so that within 7 months from the date of entry into force of this emergency ordinance ensure that the requirements of the Law no. 58/1998 , as amended by this Emergency Ordinance, and the regulations issued in the application of this law. In the case of managers and administrators in office on the date of entry into force of this emergency ordinance, the conditions of training and professional experience in force at the date of their approval remain valid. For justified reasons the National Bank of Romania may extend the deadline provided in par. 1 one time, no more than 3 months. In case of non-compliance with the requirements provided by law, after the expiry of the deadlines mentioned 1 and 2 The National Bank of Romania will proceed, as the case may be, to the application of the sanctions provided 69 69 * **) para. 2 lit. d) and e) and/or to take the measures provided for in 70 70 * ***) lit. c) and d) or art. 16 16 * ****) of Law no. 58/1998 .. " 2. We reproduce below art. IV, art. V, art. X and art. XII of Law no. 485/2003 to amend and supplement Banking law no. 58/1998 , which have not been included in the present republicable form: "" Art. IV. -The regulations issued by the National Bank of Romania, existing on the date of entry into force of this law, will continue to apply. Art. V.-Applications for unresolved authorization on the date of entry into force of this Law and which do not comply with its provisions may be withdrawn and presented again by the holders of applications after the removal of deficiencies. .............................................................................................. Art. X. -After the date of entry into force of this Law, the committees constituted by banks on the basis of Law no. 58/1998 , with subsequent amendments and completions, including those brought by this law, will continue to be able to operate, according to the decision of their statutory bodies, as specialized bodies, in so far as their duties will not be taken over by other committees established according to the law and/or regulations of the National Bank of Romania. .............................................................................................. Art. XII. -On the date of entry into force of this Law, art. 160 160 para. 3 3, art. 161 161, art. 162 162 para. 1 1 and art. 163 of Government Emergency Ordinance no. 97/2000 on cooperative credit organizations, published in the Official Gazette of Romania, Part I, no. 330 330 of 14 July 2000, approved with amendments and additions by Law no. 200/2002 .. " ---------- *) Art. 13 has become in the republicable form art. 19. **) Art. 14 has become in the republicable form art. 20. ***) Art. 69 has become in the republicable form art. 99. ****) Art. 70 has become in the republicable form art. 100. *****) Art. 16 has become in the republicable form art. 25. --------