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Law No. 303 Since 27 August 1947 Relating To Joint Stock Companies Patrimony Recalculation

Original Language Title:  LEGE nr. 303 din 27 august 1947 privind recalcularea patrimoniului societăţilor pe acţiuni

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LEGE no. 303 303 of 27 August 1947 on the recalculation of the assets of
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 196 196 of 27 August 1947



MIHAI I, Through the grace of God and the national will, King of Romania, To all present and future, health: The Assembly of Deputies voted and adopted, and We sanction what follows: + Article 1 Companies on shares, anonymous or in command are obliged to recalculate their heritage, according to the provisions below. Foreign companies on shares, with secondary office or main operating in Romania, are subject to the same bonds. + Article 2 Within ten days of the occurrence of this law, the companies will recalculate the monetary accounts expressing values, receivables and commitments related to lei, according to the exchange report set out in art. 6 6 of law no. 287 for monetary reform. Through monetary accounts expressing values, receivables and commitments dragged in lei, they understand: a) the means of payment listed in art. 1 of the law on monetary reform, points a, b and c; b) the availabilities in the account shown in art. 14 14, al. 2 2, art. 15, 16 and 17 of the law for monetary reform; c) securities specified in art. 27 of the law for monetary reform; d) debts in any form and with any title, provided in art. 24 of the law for monetary reform. The differences that will result from the recalculation of monetary accounts, will be recorded at a separate account, entitled "the difference resulting from the recalculation of heritage". + Article 3 Since the publication of this law, all accounting records will be carried out exclusively in stabilized lei. Companies are authorized to separate the records in old lei to non-ecalculated accounts until the recalculation of all patrimonial elements. + Article 4 The companies are obliged to draw up the balance sheet on 31 Decemvrie 1947, at the latest on 31 March 1948, as follows: a) the monetary accounts mentioned in art. 2, para. a and b above, will be grouped into the balance sheet in special posts, both actively and passively, called: "amounts blocked according to the law for monetary reform of 1947", also mentioning the amounts of old lei transformed. The extracts of the blocked accounts, remitted to the holders, will have, in separate columns, for the record, and the amount transformed into stabilized lei; b) the monetary accounts referred to in paragraphs c and d, of the same article, shall include the resulting amounts, from recalculation, as well as the operations carried out in stabilized lei, up to 31 Decemvrie 1947, inclusive; c) monetary accounts expressing values and receivables dragged into foreign monets or gold, will be recalculated on the basis of the courses practiced by the National Bank of Romania. Monetary accounts, for the purposes of this paragraph, shall be understood: -foreign actual currencies; -checks and trates in the foreign monet; -the letters of credit, promissory notes, bills of exchange and any effects of trade in the foreign currency; -gold in any form; -availabilities in accounts of foreign currency; -debtors and creditors in the foreign currency in any form and with any title; -securities issued abroad, with the exception of participations and shares, as well as interest or dividend coupons. From the monetary accounts expressed in the foreign currency, only the amounts recognized by the National Bank of Romania will be recalculated. For the other amounts, the companies are obliged to immediately introduce applications in order to obtain the authorizations provided by the law for the trade of estimates. The positions not approved by the National Bank of Romania are subject to the recalculation of the regime of claims and commitments in lei; d) Investment accounts, share capital, reserve funds and amortization funds will be recalculated by multiplying the amounts recorded in the accounts, with the coefficients set out in the attached table, corresponding to the period at which they were made records. By investing it is understood: -buildings and land; -installations, machinery and tools; -concessions and patents; -furniture; --vehicles; -investment materials, etc. The amortisses operated directly to the investment accounts will be recalculated by multiplying them with the coefficients set out in the annex, corresponding to the period when the depreciation was operated. The portion of the investments that has been destroyed, in whole or in part because of the war or other causes, will be removed from the company's asset on the amount of registration proportional to the damage suffered; e) participations and actions taken in lei or in foreign currency, shall be recalculated as follows: -those issued by industrial and commercial companies listed on the stock exchange, will be recalculated at the average rate in Decemvrie 1947; -those issued by non-listed industrial and commercial companies, will be recalculated by applying to their cost, the coefficients set out in the Annex, corresponding to the period to which they were subscribed or purchased; -those issued by non-profit companies, will be recalculated according to art. 2 of the present law. The recalculation of participations and shares will not take into account the amortizations made, except only for participations and shares issued by non-profit-making companies; f) The accounts of manufactured goods, semi-finished or in the process of manufacture, of raw materials of consumable materials in production shall be recalculated at the official prices in force at the date of drawing up the balance sheet. + Article 5 It will reduce the asset and liability of companies with the amounts coming from recalculations of assets made from January 1, 1933 to 31 Decemvrie 1947. + Article 6 Pension funds and aid in case of death, invalidity, etc., appearing in the liability of companies, will be recalculated according to art. 2 of the present law. If a part of the company's asset is affected by these funds, it will be recalculated according to the modalities provided for in this law, for each category of wealth. If the recalculation of these affects results plus-currencies, they will be allocated to that fund. + Article 7 The differences that will arise from the recalculation of the company's heritage, will be accounted for the same separate account, entitled: "the difference resulting from the recalculation of the patrimony", indicated 2, para. 3 of the present law. + Article 8 If the account "the difference resulting from the recalculation of the patrimony" shows the debtor balance (decrease of wealth), the board of directors is obliged to convene the general meeting, at the latest until April 15, 1948, which will be able to decide: a) Coverage of losses found by the making of payments by shareholders, within a period of not more than one year, or b) capital reduction, with the approval of the commission provided in art. 12 12 of this law. With regard to banking companies subject to the provisions of the law for the organization and regulation of bank trade, the reduction of capital will be made only with the authorization of the bank If the companies have not covered the losses according to the provisions of paragraph a and will not have obtained the approval to reduce the capital until May 15, 1949, they shall be abolished by law and enter into liquidation. + Article 9 If the account the difference resulting from the recalculation of the patrimony presents the creditor balance (increase of wealth) the companies are obliged to allocate it to a special fund, called: "the reserve from the recalculation of the patrimony". This reserve is considered to be part of the company's own funds. + Article 10 Where by application of art. 8 of this law is decided to reduce capital, the general assembly has the discretion to decide on the replacement or stamping of shares in new nominal values of at least 100 lei per share, as it will find necessary. + Article 11 Board members who will not comply with the provisions of this law, will be punished with a prison from 3 months to 1 year. + Article 12 In addition to the Ministry of Industry and Commerce, a Special Commission is established, called: "The Commission for the application of the law to recalculate the heritage of companies on shares", composed of: -two delegates appointed by the Ministry of Industry and Trade; -two delegated by the Ministry of Finance; -two delegates appointed by the National Bank of Romania; -a member of the Higher Legal Council of the State, designated by the Ministry of Justice. Each of these institutions will also designate an equal number of alternates. The members of the Commission will be appointed by a decision of the Ministry of Industry and Commerce. The commission will elect a president and make valid decisions, with a majority of votes and with the presence of at least 5 members; in case of parity, the vote of the president decides. The Commission shall have the following tasks: -will be able to verify that the balance sheets of the companies were prepared in compliance with the provisions, -will decide on the meetings made by the companies regarding the recalculation of the patrimony according to the provisions of the present law, for the special cases that would arise in its application; -will decide on capital deduction claims. The commission, examining the financial situation, as well as the possibility of carrying out the social stock, will give a reasoned decision, in the first and last instance, with the right of appeal to the High Court of Cassation. The term of appeal, as well as the trial procedure, are those provided by the law on the organization of the High Court of Cassation. The commission will be able to appoint experts both for balance sheet verification and for cases where the Commission is sitting. The appointment of experts and the carrying out of expertise will be done by common law. The decision to appoint experts will also fix the fee due to them, which will be borne in all cases by the companies concerned. Companies are obliged to make available to the commission and experts appointed by it, legal registers, documents, inventories and any other data or information. The commission, in cases where it will find that the boards of directors did not comply with the provisions of this law, will refer the matter to the public ministry. + Article 13 The reserve derived from the recalculation of the estate is exempt from any present and future taxes and fees. This provision shall be deemed to be inserted between the exemptions provided for by the stamp law and the law of direct contributions. + Article 14 The provisions of this law do not apply to the National Bank of Romania. + Article 15 All provisions contrary to this law are repealed. This law, together with the annex table, was voted by the Assembly of Deputies, at the meeting of August 22, 1947 and approved by a majority of one hundred and seven votes, against three. President, Emanoil Tatarescu Secretary, Eduard Manolescu (L.S.A.D.). We promulgate this law and order that it be invested with the seal of the State and published in the Official Gazette Date in Bucharest on 22 August 1947. MICHAEL I Minister of Industry and Commerce, Gh. Gheorghiu-Dej Justice Minister, L. Patrascanu No. 1,763. + Annex TABLE of recalculation coefficients I. Annual indices (p. Period 1 January 1933-31 Decemvrie 1939): 1933 1933, 1 leu = 1.28. 1934 1934, 1 '' = 1,35. 1935 1935, 1 '' = 1,26. 1936 1936, 1 '' = 1,18. 1937 1937, 1 '' = 1,08. 1938 1938, 1 '' = 1,00. 1939 1939, 1 '' = 0.92. II. Semi-annual indices (p. Period 1 January 1940-30 June 1944): 1940, shem. I, 100 lei = 84,69. '' '' II, 100 '' = 69.40. 1941 1941, '' I, 100 '' = 51.93. '' '' II, 100 '' = 37.14. 1942 1942, '' I, 100 '' = 28,58. '' '' II, 100 '' = 25,54. 1943, '' I, 100 '' = 21,36. '' '' II, 100 '' = 18,74. 1944 1944, '' I, 100 '' = 16.32. III. Quarterly indices (p. Period 1 July 1944-31 Decemvrie 1945): 1944, trim. III, 1.000 lei = 124,07. '' '' IV, 1,000 " = 83.88. 1945, "I, 1,000" = 36.06. '' '' II, 1,000 " = 22,92. '' '' III, 1,000 '' = 18.72. '' '' IV, 1,000 '' = 11,31. IV. Monthly indices (p. Period 1 January 1946-15 August 1947): 1946 January, 1,000 lei = 6.83. February, 1,000 '' = 5.64. March, 1,000 '' = 4.34. April, 1,000 '' = 3.85. May, 1,000 '' = 3.60. June, 1,000 '' = 3.53. July, 1,000 '' = 3.67. August, 1,000 '' = 3.79. Septemvrie, 1,000 '' = 3,35. Octomvrie, 1,000 '' = 2,61. Noemvrie, 1,000 '' = 2,24. Decemvrie, 1,000 '' = 1,74. 1947 January 10,000 lei = 12.07. February, 10,000 '' = 8.54. March, 10,000 '' = 7,10. April, 10,000 '' = 2.63. May, 10,000 '' = 2,10. June, 10,000 '' = 1.70. July 10,000 '' = 1.44. August, 10,000 '' = 0.50. This annex table, together with the law, was voted by the Assembly of Deputies, at the meeting of August 22, 1947, and was approved by a majority of one hundred and seven votes, against three. President, Emanoil Tatarescu. Secretary, Eduard Manolescu --------