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Law No. 31 Of 16 November 1990 (Republished) On Companies

Original Language Title:  LEGE nr. 31 din 16 noiembrie 1990 (*republicată*) privind societăţile comerciale

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LAW no. 31 of 16 November 1990 (republished ** **) (* updated *)
on companies ***)
(updated on July 7 2017 *)
Issued



PARLIAMENT **
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) Republished under art. XII of Title II of Book II of Law no. 161/2003 on measures to ensure transparency in the exercise of public dignities, public functions and in business, prevent and punish corruption, published in the Official Gazette of Romania, Part I, no. 279 of 21 April 2003 as amended, giving the texts a new numbering.
Law. 31/1990 was republished in the Official Gazette of Romania, Part I, no. 33 of 29 January 1998, and subsequently amended and supplemented by:
- Government Emergency Ordinance no. 16/1998 for the extension of the period referred to in Art. VI par. 1 of Government Emergency Ordinance no. 32/1997 amending and supplementing Law no. 31/1990, published in the Official Gazette of Romania, Part I, no. 359 of 22 September 1998 approved by Law no. 237/1998 published in the Official Gazette of Romania, Part I, no. 477 of 11 December 1998;
- Law no. 99/1999 on measures to accelerate economic reform, published in the Official Gazette of Romania, Part I, no. 236 of 27 May 1999, as amended;
- Government Emergency Ordinance no. 75/1999 on financial audit, republished in the Official Gazette of Romania, Part I, no. 598 of 22 August 2003, as amended;
- Law no. 127/2000 amending and supplementing art. 156 of Law no. 31/1990, published in the Official Gazette of Romania, Part I, no. 345 of 25 July 2000;
- Government Emergency Ordinance no. 76/2001 regarding the simplification of administrative formalities for registration and authorization of traders, republished in the Official Gazette of Romania, Part I, no. 413 of 14 June 2002 with subsequent amendments;
- Law no. 314/2001 to regulate the situation of companies, published in the Official Gazette of Romania, Part I, no. 338 of 26 June 2001, with subsequent amendments;
- Government Emergency Ordinance no. 102/2002 on some measures to boost demand for the allocation of free use and investment in buildings subject to the Emergency Government Ordinance no. 168/2001 regarding the enhancement of livestock buildings disused for growth, fattening and exploitation of animals and combined feed factories dismantled, published in the Official Gazette of Romania, Part I, no. 673 of 11 September 2002, approved with amendments by Law no. 78/2003, published in the Official Gazette of Romania, Part I, no. 194 of 26 March 2003, as amended;
- Law no. 161/2003 on measures to ensure transparency in the exercise of public dignities, public functions and in business, prevent and punish corruption, as amended;
- Law no. 297/2004 on the capital market, published in the Official Gazette of Romania, Part I, no. 571 of 29 June 2004.
***) The title of the law was amended pt. 1 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.



General Provisions Title I

Article 1


(1) In order to carry out lucrative activities, natural and legal persons may participate companies with legal personality may be, in compliance with this law.


(2) The companies referred to in para. (1) based in Romania are Romanian legal persons.


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Art. 1 was amended by pt. 2 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 2


If not otherwise provided by law, companies with legal personality shall consist of the following forms: a) general partnership; b) limited partnership; c) limited company; d) a company limited by shares and is) a limited liability company.
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Introductory part of art. 2 was amended by pt. 3 of Art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 3


(1) social obligations are guaranteed with social patrimony.



(2) Associations in the society partnerships and general partners in limited partnerships or limited liability to bear unlimited joint and several social obligations. The company's creditors will be directed first against to fulfill its obligations and, only if the company does not pay within 15 days from the date of notice, it will act against those members.


(3) The shareholders, limited partners and associates in the limited liability company liable only up to the subscribed capital.


Article 4


Company with legal personality will have at least two partners, unless otherwise provided by law.
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Art. 4 was amended by pt. 4 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Title II


companies Establishment Establishment
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companies heading of Title II has been amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

Chapter I


Articles of Incorporation
Article 5


(1) The general partnership or limited partnership is established by contract, and limited company, limited by shares or limited liability company is established by contract and statute.


(2) The limited liability company may be formed and act of will of a single person. In this case it shall be made only status.


(3) The articles of association and bylaws may be concluded as a single document, called the Articles of Incorporation.


(4) When it has completed only bylaw or only status, they may be called, also of Incorporation. In this Law, titled memorandum covers both single document and the articles of association and / or Articles of Association.


(5) Where the partnership agreement and statute is separate acts, the latter will include the identification of shareholders and clauses governing the organization, functioning and performance of the company.


(6) The articles of association shall be concluded under private signature, signed by all members or, in case of public subscription, the founders. Authentic form of association is required where:


A) among the goods subscribed as contribution to capital is a real estate;


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Lit. a) par. (6) of art. 5 was amended pt. 2 of art. 10 Section 3, Cap. II of Law no. 71 of 3 June 2011, published in Official Gazette no. 409 of 10 June 2011.

B) is a general partnership or limited partnership;


C) joint stock company is established by public subscription.


(7) acquires a certain date and the Constitutive Act by filing with the Trade Register.


Article 6


(1) Signatories of association, as well as people who have a role in the formation of the company are considered founders.


(2) The persons who can not, by law, are incapacitated or who have been convicted of crimes against property through disregard of confidence related to corruption, embezzlement, forgery of documents and tax evasion offenses under Law no. 656/2002 on preventing and sanctioning money laundering, and the establishment of measures to prevent and combat terrorist financing, republished, or for offenses under this law.


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Alin. (2) art. 6 was amended by pt. 1 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 7


Articles of Incorporation partnerships, limited partnerships or limited liability shall include:

A) identification of associates; the limited partnerships and general partners will show;


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Lit. a) art. 7 was amended pt. 2 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

B) type, name and registered office;


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Lit. b) the art. 7 was amended pt. 2 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

C) the object of the company, mentioning the field and main activity;



D) capital, mentioning the contribution of each associate, in cash or in kind, the value of the contribution in kind and evaluation mode. Limited liability companies shall specify the number and nominal value of shares and the number of shares allocated to each associate for his contribution;


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Lit. d) of art. 7 was amended pt. 2 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

E) association which represents and manages the company or unrelated directors, their identification data, the powers were conferred and if they are to exercise them together or separately;


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Lit. e) art. 7 was amended pt. 2 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.
e ^ 1) in the case of limited liability companies, if appointed censors or financial auditor, the identification of the first censors or the first financial auditor;
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Lit. e ^ 1), Art. 7 was amended pt. 2 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

F) from each partner to profits and losses;


G) secondary offices - branches, agencies or other such units without legal personality - when you set up a date with the company or the way for subsequent, if it is considered such an establishment;


H) duration of the company;


I) the dissolution and liquidation of the company.


Article 8


Articles of Incorporation by shares or limited by shares shall include:

A) identification of the founders; the limited partnership by shares will be listed and general partners;


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Lit. a) art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

B) type, name and registered office;


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Lit. b) the art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

C) the object of the company, mentioning the field and main activity;


D) the share capital subscribed and paid and, if the company has an authorized capital, the amount thereof;


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Lit. d) of art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

E) the nature and value of the assets pledged as contribution in kind, the number of shares granted to them and name, if applicable, the name of the person who brought them as input;


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Lit. e) art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

F) the number and nominal value of shares, specifying whether they are registered or bearer;


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Lit. f) of art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.
f ^ 1) if there are several classes of shares, number, nominal value and rights of each class of shares;
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Lit. f ^ 1) of art. 8 was introduced by pt. 5 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.
f ^ 2) any restriction on transfer of shares;
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Lit. f ^ 2) of art. 8 was introduced by pt. 5 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

G) identification of the first members of the board or the first members of the supervisory board;


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Lit. g) of art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.
g ^ 1) the powers of the directors and, if applicable, directors, members of the directorate, and if they are going to perform together or separately;
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Lit. g ^ 1) of art. 8 was amended pt. 1 of art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009 which completes the art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007, pt. 2 ^ 1.

H) identification of the first censors or the first financial auditor;


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Lit. h) of art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

I) clauses on leadership, management, operation and control over the Company by the statutory bodies, the number of board members or how to determine this number;


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Lit. i) of art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.
i ^ 1) repealed;
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Lit. i ^ 1) of art. 8 was repealed by pt. 1 of art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009 which completes the art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007, pt. 2 ^ 2.

J) duration of the company;


K) the distribution of profits and losses;


L) secondary offices - branches, agencies or other such units without legal personality - when you set up a date with the company or the way for subsequent, if it is considered such an establishment;


M) any special advantage granted, at the time of establishment of the company or until the company is authorized to commence business, to anyone who participated in the formation of the company or in transactions leading to the grant of such authorization and identity of the beneficiaries of such advantages;


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Lit. m) of art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

N) the number of shares of limited partners in a limited partnership by shares;


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Lit. n) of art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

A) the total amount, or at least of estimates of all expenses for constitution;


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Lit. a) art. 8 was amended pt. 4 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

P) the dissolution and liquidation of the company.


Article 8 ^ 1


Identification data referred to in art. 7 letter a), e) and e ^ 1) and Art. 8 letters a), g) and h) include:

A) for individuals: name, personal identification code and, where appropriate, its equivalent, according to the applicable national law, place and date of birth, residence and nationality;


B) for legal entities: name, address, nationality, trade registration number or the unique registration code, according to the applicable national law.


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Art. 8 ^ 1 was introduced by section. 8 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 9


(1) Joint Stock Company is established by full and simultaneous subscription of capital by the signatories of association or by public subscription.


(2) If a full and simultaneous subscription of capital by all signatories of association, share capital at incorporation shall not be less than 30% of the subscribed capital. The difference will be paid up share capital:


A) for shares issued for a consideration in cash, within 12 months from the date of registration of the company;


B) for shares issued for a contribution in kind, not later than 2 years from the date of registration.


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Art. Amended by section 9. 9 of art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 9 ^ 1


The general partnership, limited partnerships and limited liability companies are required to pay in full the date of incorporation share capital.
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Art. 9 ^ 1 was introduced by pt. 10, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 10


(1) The share capital of the joint stock company or limited partnership by shares can not be less than 90,000 lei. Government may change at most every two years, the minimum share capital, taking into account exchange rate, so this amount represents the equivalent in RON of EUR 25,000.



(2) Unless the company is converted into a different form of society, capital of the companies referred to in para. (1) can not be reduced below the legal minimum unless its value is reduced to a level at least equal to the legal minimum by adopting a decision to increase the capital while the decision to reduce capital. In violation of these provisions, any interested person may appeal to demand dissolution of the company. Whether the Company will not be dissolved until a final judgment of dissolution capital is brought to the legal minimum set by law.


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Alin. (2) art. 10 was amended by section. 5 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(3) The number of shareholders in joint stock company may not be less than 2. If the company has more than 2 shareholders over a longer period of nine months, any interested person may request the court to dissolve the company. Whether the Company will not be dissolved until a final judgment of dissolution, the minimum number of shareholders required by this law is reconstituted.


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Alin. (3) art. 10 was amended by section. 5 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.
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Art. Section 10 was amended. 11 of Art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 11


(1) share capital of a limited liability company may not be lower than 200 lei, divided into equal shares, which may not be less than 10 lei.


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Alin. (1) art. Section 11 has been amended. 12, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) The shares can not be represented by negotiable securities.


Article 12


The limited liability company, the partners can not be greater than 50.

Article 13


(1) Where, in a society with limited liability, the shares belong to a single person, he, as sole shareholder, has the rights and obligations under this law, the general meeting of shareholders .


(2) Where is the sole administrator, incumbent and obligations provided by law for such.


(3) The company is founded by a sole, the value of the contribution in kind will be determined based on specialist expertise.


Article 14


(1) A natural person or a legal person can not be sole only in one limited liability company.


(2) A limited liability company may not have the sole shareholder another limited liability company, consisting of one person.


(3) In case of violation of the provisions of par. (1) and (2) the State, through the Ministry of Finance and any interested person may request the dissolution by court of a society so constituted.


(4) Based on the decision of dissolution, liquidation will be made under the terms of this law for limited liability companies.


Article 15


Contracts between a limited liability company and the natural person or legal entity, sole thereof is concluded in writing, under penalty of nullity.

Article 16


(1) Cash contributions are mandatory establishment of any form of company.


(2) Contributions in kind must be economically assessable. They are admitted to all forms of society and are paid by transferring the relevant rights and the actual handing over the company's assets in usable condition.


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Alin. (2) art. Section 16 has been amended. 13, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) Contributions in claims have the legal status of contributions in kind, not being admitted to joint stock companies which are established by public subscription or to companies limited by shares and limited liability companies. Contributions in receivables are released, according to art. 84.


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Alin. (3) art. Section 16 has been amended. 13, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(4) Benefits labor or services can not constitute a contribution to the formation or capital increase.


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Alin. (4) art. Section 16 has been amended. 13, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(5) Associations in the society partnerships and general partners may be obliged to benefits in social work as a contribution, but that can not be contributed to the formation or capital increase. In such consideration, associations have the right to participate, according to the association, sharing benefits and social asset, remaining at the same time forced to participate in losses.


Article 17


(1) When the authentication in the cases provided for in art. 5 or, where appropriate, giving a certain date thereof shall submit proof issued by the Trade Register on availability and booking company and affidavit on the status of a sole partner in one limited liability company.


(2) The notary public shall refuse the authentication or, where appropriate, the person who gives definite date will refuse operations required if the documentation submitted that no conditions laid down in para. (1).


(3) Upon registration of the company and change of registered office will present at the headquarters of the Trade Register Office:


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The introductory paragraph. (3) art. Section 17 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

A) the document certifying the right to use the space intended to be registered with the tax head office of the National Agency for Fiscal Administration in whose district the property lies with the destination of head offices;


B) a certificate issued by the tax authorities referred to in subparagraph a) certifying that the building for office has not been registered another document confirming assignment of the right of use of the same building, for consideration or free of charge, or the existence of other contracts through which ceded the right to use the same real estate, if any;


C) if the certificate issued under subparagraph b) that are already registered with tax authorities other evidence ceding the right to use the same building for the head office, an affidavit in authentic form that the conditions relating to head office, in para. (4).


(4) At the same offices will operate more companies only if the property, its structure and its useful surface, enables multiple companies in different rooms or shared distinct spaces. The number of companies operating in a building not exceed the number of separate rooms or areas obtained by sharing.


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Alin. (4) art. Section 17 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(5) Information about the quality of sole and the fulfillment of the registered office is recorded in the Trade Register on expense.


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Art. It amended by section 17. 1 of art. Emergency Ordinance No. XIII. 54 of 23 June 2010, published in the Official Gazette no. 421 of 23 June 2010.

Chapter II

specific formalities for setting up joint stock company by public subscription

Article 18


(1) When the stock company is constituted by public subscription, the founders shall prepare a prospectus that will contain the data referred to in art. 8 except those for administrators and managers, and concerned members of the supervisory board of directors and the auditors or, where appropriate, financial auditor, and the subscription closing date will be set.


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Alin. (1) art. Section 18 has been amended. 15, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) The prospectus signed by the founders in authentic form should be submitted before publication, the Trade Register Office in the county where the company's headquarters will be established.


(3) The judge at the Trade Register, noting that the conditions for par. (1) and (2) authorize the publication of the prospectus.



(4) prospectuses which do not include all entries are void. The subscriber may invoke nullity, where he took part in the constituent assembly, or if the shareholder exercised its rights and duties.


Article 19


(1) subscription for shares shall be made on one or more copies of the prospectus of the founders of the judge concerned.


(2) The subscription will include: name and surname or name, place of residence underwriter; number in words of shares subscribed; date of subscription and express statement that the subscriber knows and accepts prospectus.


(3) bonuses society, reserved by founders for their benefit, although accepted by the underwriters, have no effect unless they are approved by the constituent assembly.


Article 20


Later than within 15 days of the closing date of the subscription, the founders will convene the constituent assembly, by notice published in the Official Gazette of Romania, Part IV, and in two newspapers widespread, with 15 days before the date fixed for the meeting. The notice shall contain the place and date of the meeting, which may not exceed two months from the closing date of the subscription, and define the issues to be discussed.

Article 21


(1) The Company may be established only if the entire share capital has been subscribed and paid in cash each accepting of half of the shares subscribed House Savings Bank - CEC - SA or a bank or one of their establishments . The rest of the subscribed share capital will be paid within 12 months of registration.


(2) Shares representing contributions in kind will be fully covered.


Article 22


If public subscriptions exceed the share capital provided in the prospectus or smaller than this, the founders are required to submit for approval by constituent assembly or increase, as appropriate, reducing the share capital subscription.

Article 23


(1) The founders are obliged to draw up a list of those accepting subscription are entitled to participate in the constitutive meeting, stating the number of shares each.


(2) This list will be displayed at the place where the gathering will take at least five days before the meeting.


Article 24


(1) The Assembly shall elect a chairman and two or more secretaries. Participation will find acceptance by the attendance list, signed by each of them and endorsed by the President and one of the secretaries.


(2) Any accepting entitled to comment on the displayed list of founders before they enter the agenda of the Assembly, which will decide on the comments.


Article 25


(1) The constituent assembly, accepting each have one vote, regardless of the subscribed shares. He may be represented by proxy.


(2) No one may be more than 5 accepted.


(3) Acceptanţii that contributions in kind were not entitled to vote in their deliberations on contributions, even if they are subscribers of paid shares are presented as agents or other acceptable.


(4) Constituent Assembly is legal if present half plus one of acceptance and makes decisions by simple majority vote of those present.


Article 26


(1) If there are contributions in kind, benefits granted to any person who participated in the formation of the company or in transactions leading to the authorization, transactions concluded by founding by society which is established and that it will take on its founders will ask the judge delegated the appointment of one or more experts. The provisions of art. 38 and 39 shall apply accordingly.


(2) The expert or experts will be available to subscribers to where the constituent assembly will meet.


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Art. Section 26 has been amended. 16, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 27


(1) Repealed.


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Alin. (1) art. Section 27 was repealed. 17, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) If the value of contributions in kind, established by experts, is inferior to that provided for a fifth founding prospectus, accepting whatever may withdraw, announcing the founding and until the date fixed for the constituent assembly.



(3) The shares retreated acceptance that may be acquired by the founders within 30 days thereafter by others about public subscription.


Article 28


Constituent Assembly shall:

A) verifies the existence of provisioning;


B) examine and validate the assessment expert report on contributions in kind;


C) approve the founders profits and transactions carried out on its behalf;


D) discuss and approve the articles of association of the company, representing the members present, to this end, and those absent, and appoint those who will be present for the authentication and formalities required for the formation of the company;


E) appoint the first members of the board of directors or the supervisory board, and the first auditors or, where appropriate, the first financial auditor.


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Art. Section 28 has been amended. 18, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 29


(1) Payments made under Art. 21 for formation of the company through public subscription will be taught those responsible for collecting their articles of association, and in the absence of a provision to persons nominated by the Board or the Executive Board after the certificate with the Trade Register, which resulting registration of the company.


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Alin. (1) art. Section 29 has been amended. 19, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) If the formation of the company has not occurred, restitution of the payments will be made directly acceptance.


Article 30


(1) The founders take upon themselves the consequences of acts and expenditure required to start the company, and if, for any reason, it will not be, they can not act against acceptance.


(2) The founders are obliged to hand over the board or directorate, documents and correspondence relating to the formation of the company within 5 days.


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Alin. (2) art. Amended by section 30. 20 Art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 31


(1) The founders and early members of the board or directorate and the Supervisory Board are jointly liable, since the company is incorporated, to the company and third parties for:


- Subscription of the share capital and making the payments established by law or the articles of association;
- The existence of contributions in kind;
- Veracity of the publications made in setting up the firm.
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Alin. (1) art. Section 31 has been amended. 21, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) The founders are responsible also to the validity of operations concluded on behalf of the company before setting up and taken it on himself.


(3) The General Assembly can not provide download founders and first members of the board or directorate and the Supervisory Board for their responsibilities under this Article and Articles. 49 and 53, for 5 years.


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Alin. (3) art. Section 31 has been amended. 21, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 32


(1) The Constituent Assembly will decide on the share of net profit to the founders of a company incorporated by public subscription.


(2) The rate referred to in para. (1) may not exceed 6% of net profit and can not be granted for a period exceeding 5 years from the date of incorporation of the company.


(3) In case of capital increase, the founders' rights may be exercised only on the profit corresponding initial capital.


(4) The provisions of this Article may only natural persons who are recognized as founders articles of association.


Article 33


In case of dissolution of the company founders are entitled to claim damages from the company, if the dissolution was made in fraud of their rights.

Article 34


Right of action for damages is barred by the passage of six months from its publication in the Official Gazette of Romania, Part IV, of the resolution of the shareholders general meeting decided early dissolution.


Article 35


Repealed.
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Art. Section 35 was repealed. 22, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Chapter III Registration


society
Article 36


(1) Within 15 days of the conclusion of association, the founders of the first administrators or, where appropriate, the first members of the Executive Board and the Supervisory Board or a proxy of their society will require registration in the trade register whose jurisdiction will have its head office. They jointly and severally liable for any damage which causes the failure to do so.


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Alin. (1) art. Section 36 has been amended. 23, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) The application shall be accompanied by:


A) the instrument of incorporation;


B) proof of the payments under the terms of association;


C) proof declared headquarters and availability of the company;


D) where in-kind contributions and premiums paid to the establishment, ownership documents, and if one of them appearing Estate, certifying the obligations they are subject;


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Lit. d) of par. (2) art. Section 36 has been amended. 24, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

E) documents certifying the operations concluded on behalf of the company and approved by the shareholders;


F) affidavit of the founders of the first directors and, if applicable, of the first directors, ie the first members of the Executive Board and the Supervisory Board and, where appropriate, of the first auditors to satisfy the conditions of this law;


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Lit. f) of paragraph. (2) art. 36 was amended by section. 3 of Art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

G) other acts or opinions provided by special laws to form.


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Lit. g) of para. (2) art. Section 36 was introduced. 25, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) Repealed.


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Alin. (3) art. Section 36 was repealed. 26, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 37


(1) The lawfulness of the acts or facts which, by law, are registered in the trade register of justice is exercised by a Judge.


(2) At the beginning of each judicial year, the President will delegate the Trade Register one or more judges of the tribunal.


(3) The judge shall order by a motivated, an expert in the account of the parties and other evidence.


----------
Alin. (3) art. It amended by section 37. 4 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 38


(1) On joint stock companies, if any contributions in kind, advantages reserved for anyone who has participated in the formation of the company or in transactions leading to the authorization, transactions concluded by founding by society which is established and that it follows to take over its delegated judge shall, within 5 days after filing the application, one or more experts from the list of authorized experts. They will prepare a report describing and evaluating how each item will highlight the contribution and if the value corresponds to the number and value of shares granted in exchange, and other factors indicated by the judge-delegate.


(2) The founders shall submit the report within 15 days of its approval to the Trade Register. Trade Register will send a notification of the deposit by the Autonomous Administration "Official Gazette", to be published at the expense of society.


(3) For companies established by merger or division is not necessary to draft the report referred to in para. (1) and submission to the Trade Register Office under the provisions of par. (2) whether the merger or division was under examination by an independent expert in accordance with Art. 243 ^ 3 par. (1) - (4).


----------

Alin. (3) art. Section 38 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."
----------
Art. Section 38 has been amended. 27, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 39


Can not be called experts:

A) relatives up to the fourth degree including spouses or those who were contributions in kind or of the founders;


B) persons receiving any form, for the functions they perform, other than to expert, salary or remuneration from the founders or those who were contributions in kind;


C) any person who, as a result of its business relationships, work or family, lacks the independence to make an objective assessment of contributions in kind, according to special rules governing the profession.


----------
Art. Section 39 has been amended. 28, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 40


(1) Where legal requirements are met, the judge, by concluding delivered within 5 days of meeting these requirements, the setting up of the company and will order its incorporation with the trade register under the conditions laid down by Act on this register.


(2) Termination of Registration will play as appropriate, the particulars of association referred to in art. 7 and 8.


Article 41


(1) The company is a legal entity from the date of registration in the trade register.


----------
Alin. (1) art. Section 41 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(2) The registration shall be performed within 24 hours from delivery of the conclusion of the delegated judge authorizing the registration of the company.


----------
Alin. (2) art. Section 41 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

Article 42


Subsidiaries are companies with legal personality and shall be established in one of the forms of company listed in art. 2 and the conditions set for that form. They will have the legal form of the company were formed.

------------- Art. Section 42 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 43


(1) Branches are unincorporated companies dismemberments and recorded before beginning their work in the trade register in the county in which they operate.


----------
Alin. (1) art. Section 43 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(2) If the branch opened in a village in the same district or in the same locality with the company, it will be recorded in the registry of commerce, but distinct as separate record.


(3) The other secondary offices - agencies, working or other similar establishments - are dismemberments and unincorporated companies mentioned only in company registration in the commercial register at the main office.


----------
Alin. (3) art. Section 43 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(4) Unable to establish offices as the subsidiary.


----------
Art. Section 43 has been amended. 29, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 44


Foreign companies may establish in Romania, with Romanian law enforcement, subsidiaries and branches, agencies or other secondary offices, if this right is recognized by the law of their organic status.
----------
Art. Section 44 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."


Article 44 ^ 1


(1) The acquisition by the company over a period of 2 years from the constitution or is authorized to commence business, a farewell to a founder or shareholder, for a fee or other equivalent value representing the least one tenth of the subscribed share capital, will be subject to prior approval of the general meeting of shareholders and art. 38 and 39 will be referred to the Trade Register and will be published in the Official Gazette of Romania, Part IV, and in a newspaper with wide distribution.


(2) will not be subject to these provisions of acquisition transactions carried out within the company's current activity, the provision made in an administrative authority or a court of law nor those made in the operations of the stock exchange.


----------
Art. 44 ^ 1 was introduced by pt. 30, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 45


(1) Representatives of the company are obliged to deposit their signatures with the Trade Register, the date of application for registration, if they were appointed by the constitutive act and elect during operation of the company, within 15 days after election .


(2) The provision of the preceding paragraph shall apply accordingly and branch managers.


Chapter IV

effects of a breach of legal incorporation of the company

Article 46


(1) When the memorandum does not contain particulars provided by law or contains clauses that violate a mandatory provision of law or when not to fulfill a legal requirement for the formation of the company, the judge, ex officio or at the request of any person makes a request for intervention, reject, by concluding a motivated request for registration, unless the associations also removes irregularities. The judge will take note in closing adjustment made.


(2) If the intervention requests were made, the judge will summon the interveners and will rule on their requests in terms of art. 49 et seq of the Civil Procedure Code, not the provisions of Art. 335 of the Code of Civil Procedure.


Article 47


(1) If the founders or company representatives have not requested its incorporation in legal terms, any associate may request to conduct trade register registration, after, by notification or letter, put in late, and they do not They conformed to 8 days of receipt.


(2) If, however, registration was not made within the periods prescribed in the preceding paragraph, associates are freed from their obligations arising from subscriptions, beyond 3 months of authentication of this instrument, except where it provides otherwise.


(3) If a shareholder has requested registration formalities will not be able to claim any of its obligations arising from issuance of subscription.


Article 48


(1) In case of irregularities after registration, the company is obliged to take measures to eliminate them, no later than 8 days from the date of establishment of those irregularities.


(2) If the company does not comply, any interested person may ask the court to compel the company to regularize bodies, under pain of being sued for damages under civil law.


----------
Alin. (2) art. It amended by section 48. 6 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(3) The right to the action of regulation is passing a period of one year from the date of registration of the company.


Article 49


Founders society representatives, as well as the first members of management, administration and control of the company bear unlimited joint and several liability for damage caused by the irregularities referred to in art. 46-48.

Article 50


(1) acts or facts have not been conducted advertising provided by law, can not be opposed to third parties unless the company proves that they knew.


(2) Transactions made by the company before the 16th day following its publication in the Official Gazette of Romania, Part IV, the conclusion is not binding on third parties delegated judge, proving that they were unable get informed about them.


Article 51



Third parties may invoke acts or facts but on advertising that was not fulfilled, unless the omission lack of advertising effects.

Article 52


(1) In the event of the texts deposited in the Trade Register and published in the Official Gazette of Romania, Part IV, or in the press, the company may not oppose others published text. Third parties may oppose the company's published text, unless the company proves that they knew the texts deposited in the Trade Register.


(2) If the inconsistency in para. (1) occurs for reasons beyond his society, the trade registry office or, where appropriate, Autonomous "Official Gazette", at the request of the company, will correct the entry in the register or be republished text's expense.


----------
Alin. (2) art. Section 52 was introduced. 5 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
----------
Art. Section 52 has been amended. 31, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 53


(1) The founders, representatives and others who worked on behalf of a company being set up, unlimited joint and several liability towards third parties for legal documents signed with them on its behalf, except if the company, after acquired legal personality, he has taken upon himself. Such acts are deemed to have been taken over society since the time of their conclusion.


(2) If the company, due to its object, may not commence business without being authorized to do so, the provisions of par. (1) shall not apply to liabilities under contracts concluded by the company, subject to receipt of this authorization. In this case, the responsibility remains with the company.


----------
Alin. (2) art. Section 53 was introduced. 32, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 54


(1) After the formalities of publicity in relation to persons who, as organs of society, are authorized to represent the company may not oppose third parties any irregularity in their appointment, unless the company proves that such third parties they were aware of this irregularity.


(2) The company can not rely on third parties to appointments to the posts referred to par. (1) or cessation of these functions, if they have not been published in accordance with the law.


----------
Art. Section 54 has been amended. 33, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 55


(1) relationships with third parties, the company is engaged in the acts of its organs, even if these measures go beyond the object of the company, except if it proves that the third party knew or, in the circumstances, had to know go over or when such acts exceed the powers concluded the law provides for organs. Publication of association can not, by itself, prove knowledge.


----------
Alin. (1) art. Section 55 has been amended. 34, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) The provisions of association or decisions of the statutory bodies of the companies referred to in the previous paragraph, which limit the powers of these bodies of law are inapplicable to third parties even if they were published.


Article 56


Nullity of a company registered in the commercial register can be declared by the court only when:

A) Incorporation missing or was not concluded in authentic situations described in Art. 5 paragraph. (6);


B) all founders were, by law, incapable at the time the company is incorporated;


C) the objects of the company are unlawful or contrary to public policy;


D) missing conclusion of the delegated judge of registration of the company;


E) lack of administrative legal authorization of the company;


F) the memorandum does not provide the company name, its scope, the contributions of members and subscribed share capital;


----------
Lit. f) of art. Section 56 has been amended. 35, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

G) were violated legal provisions on minimum capital, subscribed and paid;



H) has not complied with the minimum number of members, as provided by law.


Article 57


Nullity can not be declared where its cause, invoked in the cancellation request was rejected before conclusions on the merits in court.

Article 58


(1) The date on which the judgment finding or declaration of invalidity become final, the company terminated without retroactive effect and enter into liquidation. Legal provisions on liquidation of companies due to dissolution shall apply accordingly.


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Alin. (1) art. It amended by section 58. 7 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(2) By judgment of invalidity shall appoint liquidators society.


(3) The court shall communicate the Trade Registry judgment that after mentioning, will send the Romanian Official Gazette for publication in Part IV of the extract.


(4) Associates are responsible for their social obligations to cover in accordance with Art. 3.


Article 59


(1) The declaration of invalidity does not affect the company documents concluded in his name.


(2) No company or association can invoke the nullity of third parties in good faith society.


Chapter V


Some procedural provisions
Article 60


(1) The decisions of the delegated judge regarding registration or any other trade registration are enforceable and are only subject to appeal.


(2) The deadline for appeal is 15 days and begins on the date of delivery of the conclusion of the party and its publication terminating or modifying the constitutive act of the act in the Official Gazette of Romania, Part IV for any other interested people.


(3) The appeal is filed and referred to in the trade register where the recording is made. Within 3 days from the date of filing, the Trade Registry Office forwarded the appeal court of appeal in whose jurisdiction the registered society, and in the case of branches established in another county, court of appeal in whose jurisdiction the registered branch.


(4) The provisions of the Civil Procedure Code regarding prior written judgment call procedure is applied properly.


(5) Where the appeal, the decision of the appeal court will be mentioned in the trade register, the provisions of art. 48, 49 and 56-59.


----------
Art. It amended by section 60. 8 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 61


(1) Social creditors and any other person harmed by decisions about changing partners of association may file an opposition request requiring the court to oblige, as appropriate, company or association to damages, art. 57 is applicable.


(2) For the purposes of this law, the shareholders' decision and the judgment means statutory bodies of the company, and the term includes associates and shareholders, unless the context otherwise requires.


Article 62


(1) The opposition is made within 30 days from the date the decision of members of the addendum modifier in the Official Gazette of Romania, Part IV, if this law does not provide otherwise. It is submitted to the Trade Registry Office, within 3 days from the date of submission, shall mention in the register and submit to the competent court.


(2) The provisions of art. 133 on suspension shall apply accordingly. The opposition is examined in closed session, summoning the parties, the provisions of art. 114 par. 5 of the Code of Civil Procedure.


(3) judgment on the opposition is subject only to appeal.


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Alin. (3) art. It amended by section 62. 9 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 63


Applications and remedies provided by this law, the jurisdiction of the courts shall be decided by the court in whose jurisdiction the company has its headquarters.
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Art. It amended by section 63. 3 of Art. 10 Section 3, Cap. II of Law no. 71 of 3 June 2011, published in Official Gazette no. 409 of 10 June 2011.

Article 64



Summoning parties before its delegated judge of documents are, by the Trade Register Office, by mail, by letter, attaching the receipt file, or by agents of the Trade Register Office, or in terms of the Code of Procedure civil.

Title III


Operation Operation companies
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companies heading of Title III amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

Common provisions Chapter I



Article 65


(1) In the absence of stipulation to the contrary, the property as a contribution to society become the property since its registration in the trade register.


(2) The associate delay to make social contribution is liable for the damages caused, and if the contribution has been stipulated in cash is obliged to pay statutory interest from the day on which to make payment.


Article 66


(1) During the company, creditors can associate to exercise their rights only on the part of the shareholder benefits due after the balance sheet, and after the dissolution of the company, the part that I ought through liquidation.


(2) Lenders under par. (1) may nevertheless forbid, during the duration of the company, the parties that ought associates through liquidation or seize and sell shares or shares of their debtor.


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Alin. (2) art. It amended by section 66. 1 of art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

(3) Mortgage legally constituted on shares and shares may be executed according to the law. Administrators / Board members are obliged to provide the mortgagee or enforcement body, at their request, financial statements and any other documents or information needed to assess SHARES and facilitate their uptake.


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Alin. (3) art. 66 was introduced by pt. 2 of art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

Article 66 ^ 1


Advertising through trade register garnishment and seizure provided for in art. 66 para. (2) is made at the request of the enforcement is not subject to Art. 71 of Government Emergency Ordinance no. 116/2009 for establishing measures on trade registration activity, approved with amendments by Law no. 84/2010, as amended.
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Art. 66 ^ 1 was introduced pt. 3 of Art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

Article 67


(1) share of profits that is associated dividend shall be paid.


(2) Dividends shall be distributed to shareholders in proportion to its participation in share capital, unless the articles of association provide otherwise. They are paid within the period prescribed by the general meeting of shareholders or, where applicable, established by special laws, but no later than 6 months from the date of approval of annual financial statements for the financial year ended. Otherwise, the company owed after this period, penalty interest calculated in accordance with art. 3 of Government Ordinance no. 13/2011 on the legal interest and penalty for monetary obligations remunerative and regulating certain financial and tax measures in banking, approved by Law no. 43/2012, if the articles of association or by the decision of general meeting of shareholders approved the financial statement for the financial year ended not established a higher interest rate.


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Alin. (2) art. Section 67 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(3) Not only will distribute dividends from profits determined according to the law.


(4) Dividends paid contrary to par. (2) and (3) shall be refunded if the company proves that associations have known irregularity or distribution, under existing circumstances, they had to know.


(5) The right to claim for restitution of the dividends paid contrary to the provisions of par. (2) and (3) shall be prescribed within 3 years from the date of their distribution.


----------

Alin. (5) the art. Section 67 has been amended. 36, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(6) Dividends due after the date of transmission of shares belong to the assignee, unless the parties agree otherwise.


Article 68


The contribution to the share capital is not interest bearing.

Article 69


If there is a loss of net assets, share capital subscribed will be completed or reduced before it could make any profit sharing or distribution.
----------
Art. It amended by section 69. 1 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 70


(1) Administrators can perform all operations required for the fulfillment of the objects of the company, apart from the restrictions referred to in the memorandum.


(2) They are required to attend all meetings of the company, boards and governing bodies of similar.


Article 70 ^ 1


Documents disposition of property of a company may be concluded pursuant to the powers conferred on the company's legal representatives, as appropriate, by law, articles of incorporation or statutory bodies societal decisions adopted in accordance with this law and the articles of association of the company, no need for an authenticated proxy and to this end, even if the acts disposition to be concluded in authentic form.
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Art. 70 ^ 1 was amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

Article 71


(1) Managers who are entitled to represent the company does not transmit it unless this faculty has been granted expressly.


(2) In case of violation par. (1) The company may claim the benefits of the substituted operation.


(3) The administrator who, without right, substitute its responsibilities with this other person for any damages society.


Article 72


Obligations and liabilities of directors shall be governed by the provisions regarding the mandate and those specifically provided for in this law.

Article 73


(1) Managers are jointly liable to the company for:


A) reality of payments made by associates;


B) the actual existence of dividends paid;


C) the existence of registers required by law and their correct use;


D) exact fulfillment of the decisions of general meetings;


E) strict fulfillment of the duties that the law setting up act.


(2) action against managers and belongs to the company's creditors, which will be exercised only in case of initiation regulated by Law no. 64/1995 regarding the judicial reorganization and bankruptcy, republished.


Article 73 ^ 1


People who, according to art. 6 para. (2) can not be founders may not be directors, managers, members of the supervisory board and directorate, auditors or financial auditors, and if they were chosen, are disqualification.
----------
Art. 73 ^ 1 was amended by section. 6 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 74


(1) All invoices, offers, orders, tariffs, prospectuses and other documents used in business, emanating from a company, must indicate the name, legal form, registered office, trade register number and the unique registration. Exempted tax receipts issued by electronic cash machines, which will include elements required by the legislation.


(2) If the stock company opts for a dual management system in accordance with Art. 153, documents provided in par. (1) shall contain the words "two-tier system managed company."


(3) The documents provided in par. (1) if they come from a limited liability company, is also given capital, and if they come from a joint stock company or limited by shares, mention both subscribed share capital and the shed .


(4) If the documents provided in par. (1) shall be issued by a branch, they must mention the Trade Register has been registered at the branch and its registration number.



(5) If a company has its own website, information provided in par. (1) and (3) shall be published on the website of the company.


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Art. Section 74 has been amended. 38, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Chapter II


GENERAL PARTNERSHIP
Article 75


Right to represent the company belongs to each administrator, besides stipulation contrary to the articles of association.

Article 76


(1) If the memorandum stipulates that administrators work together, the decision should be taken unanimously; in case of divergence between administrators will decide associates representing the absolute majority of the share capital.


(2) For urgent acts, whose failure would cause great harm society, decide one manager in the absence of others, who are unable, even momentarily, to take part in administration.


Article 77


(1) Associations representing an absolute majority of capital may elect one or more directors of them, setting powers duration of their assignment and possible remuneration, unless the articles of association provide otherwise.


(2) The same majority associates may decide to revoke the administrators or the limitation of their powers, unless the managers were appointed by the constitutive act.


Article 78


(1) If an administrator takes the initiative an operation that goes beyond the usual operations that exercised trade company, it must inform the other directors before you finish, under penalty of carrying the losses that would result from it.


(2) In case of opposition by any of them decides associations representing the absolute majority of the share capital.


(3) The operation concluded against the opposition made available to third parties is not covered by this opposition will be communicated.


Article 79


(1) The associate who, in a certain operation, has, on his own or others' interests contrary to those of society, can not take part in any deliberation or decision of this operation.


(2) The associate provisions of par. (1) is liable for the damages caused to the company, if without his vote, would not have obtained the required majority.


Article 80


Associate who, without the written consent of the other associates, capital employed, assets or credit to the company for his own benefit or that of another person is obliged to return the company resulted benefits and pay compensation for the damage caused.

Article 81


(1) No partner may take more than the funds the company was fixed for expenses incurred or below to make in the interest of society.


(2) The associate this provision is liable for the amounts taken and damage.


(3) will be stipulated by the memorandum, the association can take out of the company certain amounts for their private expenses.


Article 82


(1) Associations may not participate as partners with unlimited liability, in other competing companies or having the same activity or render operations on behalf of themselves or others in the same way or in a similar trade without the consent of the other associates.


(2) Consent shall be given if participation or operations reckons the previous articles of incorporation were known to other partners and they have not prohibited their continuation.


(3) In case of violation of the provisions of par. (1) and (2) the company, apart from the right to exclude associated, may decide that he worked on his behalf or to claim damages.


(4) This right goes beyond 3 months from the day when the company was aware, without having taken any decision.


Article 83


When the contribution to the share capital belongs to several persons, they are jointly and severally liable to the company and should nominate a common representative to exercise the rights arising from this contribution.

Article 84


(1) The member who submitted as input one or more claims not discharged while the company has not received payment for which they were made.


(2) If payment could not be obtained by tracking the assigned debtor, associate, besides damages, responsible for the amount due, with legal interest from the due date receivables.


Article 85



(1) Associates are required to unlimited joint and several operations carried out on behalf of the people they represent.


(2) obtained judgment against the company is opposable to each associate.


Article 86


(1) To approve the annual financial statement and decisions on the action for liability of directors representing shareholders vote majority needed capital.


(2) Publicity formalities regarding the annual financial statements will be made in accordance with Art. 185.


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Alin. (2) art. It amended by section 86. 7 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 87


(1) Assignment contribution of capital is possible if permitted by the memorandum.


(2) The transfer does not discharge the transferor partner what society owes its capital contribution.


(3) regarding third parties, the transferor remains liable under Art. 225.


(4) When the memorandum provides for cases of withdrawal of a shareholder shall apply the provisions of art. 225 and 229.


Chapter III


limited partnerships
Article 88


Administration limited partnership partnership will be entrusted to one or more partners with unlimited.

Article 89


(1) the outsourcer may enter into transactions on its behalf only on a special mandate for operations determined by the representatives of the company and entered in the trade register. Otherwise, the partner becomes liable to unlimited joint and several others, for all its society since the date of the transaction concluded by him.


(2) the outsourcer may perform services in the internal administration of the company, can perform acts of supervision, can participate in the appointment and the revocation of administrators in cases provided by law, or may be granted within the limits of association, authorization for operations managers exceeding their powers.


(3) The limited partner is also entitled to request a copy of the annual financial statements and review the accuracy of their research by commercial and other documents.


Article 90


Provisions of art. 75, 76 para. (1), Art. 77, 79, 83, 84, 86 and 87 will apply to limited partnerships and the provisions of art. 80, 81, 82 and 85, the general partners.

Chapter IV


JSCs
Section I


About actions
Article 91


(1) The joint stock company, the share capital is represented by shares issued by the company, which after the transmission mode may be registered or bearer.


(2) Type of shares will be determined by the constitutive act; otherwise they will be targeted. Shares may be issued in material form, on paper or in uncertificated form, in which case shareholders recorded in the register.


(3) Repealed.


----------
Alin. (3) art. Section 91 was repealed. 40, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 92


(1) The shares may not be issued for an amount less than the face value.


(2) not fully paid shares are always nominative.


(3) The share capital may be increased and not be able to issue new shares until they have been completely paid the previous show.


(4) shares may be converted into bearer shares and vice versa, by the decision of the extraordinary general meeting of shareholders, taken under art. 115.


(5) cumulative securities may be issued for several shares when they are issued in material form.


Article 93


(1) The nominal value of a share shall not be less than 0.1 lei.


----------
Alin. (1) art. Section 93 has been amended. 41, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) Actions will include:


A) the name and duration of the company;


B) the date of association, trade register number under which the company is established, unique registration code and number of the Official Gazette of Romania, Part IV, in which the publication was made;


C) capital, number of shares and their serial number, par value of shares and payments made;


D) advantages granted to founders.



(3) registered shares will mention: name, personal identification code and address individual shareholder; name, address, registration number and unique registration code of the legal person shareholder, as appropriate.


(4) The shares must bear the signatures of two members of the board or directorate, or, where appropriate, the signature of the sole director or general director trip.


----------
Alin. (4) art. Section 93 has been amended. 41, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 94


(1) Actions must be of equal value; they grant equal rights holders.


(2) may be issued under the terms of association, however, categories of shares conferring different rights holders, according to art. 95 and 96.


Article 95


(1) may issue preferred dividend preference shares without voting rights, which give the holder:


A) the right to a priority dividend distributions taken over the financial year, before any deductions;


B) the rights recognized shareholders with ordinary shares, including the right to attend the general meeting, except the right to vote.


----------
Lit. b) to par. (1) art. Section 95 has been amended. 42, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) preferred dividend shares without voting rights, may not exceed a quarter of the share capital and will have the same nominal value as ordinary shares.


(3) managers, directors or members of the Executive Board and the Supervisory Board and the company's auditors can not be holders of preferred dividend shares without voting rights.


----------
Alin. (3) art. Section 95 has been amended. 43, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(4) In the event of late payment of dividends, preferred shares will acquire voting rights, from the date of maturity of the obligation of payment of dividends to be distributed within the next year or the following year if the General Assembly decides that no dividends will be distributed as of the date of publication of that decision of the general meeting until actual payment of outstanding dividends.


----------
Alin. (4) art. Section 95 has been amended. 43, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(5) preference shares and ordinary shares can be converted from one category to another by decision of the extraordinary general meeting of shareholders, taken under art. 115.


----------
Alin. (5) art. Section 95 was introduced. 44, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 96


Holders of each class of shares shall meet in special assemblies, as determined by the articles of association of the company. Any holder of such shares may attend these meetings.

Article 97


If not issued and not issued shares in material form, society, or upon request from the shareholders will be issued one stock certificate containing the data referred to in art. 93 para. (2) and (3) and, in addition, number, category and nominal value of shares owned by the shareholder, the position at which it is entered in the shareholder register and, where appropriate, the serial number of the shares.

Article 98


(1) Ownership of registered shares issued in material form is spread by the shareholders' register statement and statement made on title, signed by the transferor and the transferee or by their agents. Ownership of registered shares issued in dematerialized form is spread by the shareholders' register statement, signed by the transferor and the transferee or by their agents. The articles of association may provide other forms of transmission of ownership of shares.


(2) Ownership of shares issued in dematerialized form and traded on a regulated market or a multilateral trading be given under capital market law.


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Alin. (2) art. Section 98 has been amended. 45, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.


(3) Subscribers and subsequent transfers are jointly and severally liable for payment of the shares for three years counted from the date when he made mention of transmission in the shareholder register.


Article 99


Ownership of bearer shares is transferred by simple of them.

Article 99 ^ 1


(1) Establishment of mortgage securities on the shares is made through the document under private signature, which will show the amount of the debt, the amount and category of actions which are guaranteed, and if bearer and registered shares issued in material form, by mentioning the title and mortgage signed by the creditor and the debtor shareholder or their representatives.


(2) Mortgage is registered in the shareholder register kept by the Management Board or the directorate or, where applicable, the independent company that maintains the register of shareholders. Creditor which has been formed for the movable mortgage on the shares shall be issued a proof of registration.


(3) Mortgage invoked against third parties and acquires rank in order of preference creditors of registration in the Electronic Archive of Pledges.


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Art. 99 ^ 1 has been amended pt. 4 of art. 10 Section 3, Cap. II of Law no. 71 of 3 June 2011, published in Official Gazette no. 409 of 10 June 2011.

Article 100


(1) Where shareholders have not paid the payments it owes under the terms of art. 9 paragraph. (2) a) and b) and art. 21 para. (1), the Company invites you to fulfill this obligation through a subpoena collective published twice, at an interval of 15 days in the Official Gazette of Romania, Part IV, and in a newspaper widespread.


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Alin. (1) art. 100 was amended by section. 8 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) Where any injunction from shareholders will not make payments, board or directorate, may decide either to tracking shareholders for outstanding payments, or to cancel these registered shares.


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Alin. (2) art. Section 100 was amended. 47, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) The cancellation decision will be published in the Official Gazette of Romania, Part IV, specifying the order number of shares canceled.


(4) Instead of canceled shares will be issued new shares bearing the same number, which will be sold.


(5) The amounts of the sale will be used to cover the costs of publishing and selling, default interest and outstanding disbursement; the rest will be returned to shareholders.


(6) If the price obtained is not sufficient to cover all amounts owed to the company or if the sale does not take place for lack of buyers, the company will be able to move against the underwriters and reinsurers, according to art. 98.


(7) If, after fulfilling these formalities have not done the sums owed to the company, proceed immediately to reduce the share capital in proportion to the difference between it and existing capital.


Article 101


(1) Any paid share entitles to one vote at the general meeting, unless the articles of association otherwise provided.


(2) The articles of association may limit the number of votes belonging to shareholders who hold more than one share.


(3) exercise of the right to vote is suspended for shareholders who are not current with payments falling due.


Article 102


(1) The shares are indivisible.


(2) Where an action is nominally owned by several persons, the company is not obliged to register the transfer as long as those persons will not appoint a single representative to exercise the rights arising from the action.


(3) Also, when a bearer share belongs to several persons, they must appoint a common representative.


(4) As long as action is common undivided property or more persons, they are jointly and severally liable for making the payments due.


Article 103


(1) The Company may not subscribe its own shares.


(2) If a company's shares are subscribed for by a person acting in his own name but on behalf of the company concerned, it is considered that the subscriber has subscribed shares for himself, being obliged to pay for them.



(3) The founders of the start-up phase of the company and members of the board or directorate, where an increase in subscribed capital are obliged to pay for shares subscribed in contravention of paragraph. (1) and, in the alternative, in relation to the underwriter, the shares subscribed under par. (2).


----------
Art. Section 103 has been amended. 48, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 103 ^ 1


(1) A company is allowed to own shares either directly or through a person acting in his own name but on behalf of the company concerned with the following conditions:


A) authorizing the acquisition of own shares granted by the Extraordinary General Meeting of Shareholders, which will determine the conditions of this acquisition, in particular the maximum number of shares to be acquired, the duration for which the authorization is given and which may not exceed 18 months from the date the decision in the Official Gazette of Romania, Part IV, and in the case of acquisition consideration their values ​​minimum and maximum;


B) the nominal value of own shares acquired by the company, including those already in its portfolio may not exceed 10% of the subscribed share capital;


C) the transaction may relate only fully paid shares;


D) payment of the shares thus acquired will be made only of the distributable profits and available reserves of the company, entered in the last annual financial statement approved, except legal reserves.


(2) If their shares are acquired for distribution to employees of the company, the shares thus acquired should be distributed within 12 months from the date of acquisition.


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Art. 103 ^ 1 was introduced by pt. 49 art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 104


(1) The restrictions laid down in art. 103 ^ 1 shall not apply:


A) shares acquired in accordance with art. 207 par. (1) c) as a result of a decision of the General Meeting to reduce the share capital;


B) shares acquired as a result of a transfer as universal;


C) fully paid shares acquired by virtue of a judgment in an enforcement proceedings against a shareholder of the debtor company;


D) fully paid shares acquired free of charge.


(2) The restrictions set out in art. 103 ^ 1, except that prescribed by art. 103 ^ 1 par. (1) d) does not apply to shares acquired pursuant to art. 134.


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Art. Section 104 was amended. 50, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 104 ^ 1


(1) The shares acquired in breach of Art. 103 ^ 1 and 104 must be disposed of within one year of the acquisition.


(2) If the nominal value of own shares acquired by the company in accordance with Art. 104. (1) b) -d), either directly or through a person acting in his own name but on its behalf, including the nominal value of own shares already in the company's portfolio exceeds 10% of the share capital subscribed shares exceeded this percentage will be disposed of within three years from acquisition.


(3) If the shares are not disposed under the terms of par. (1) and (2) the shares to be canceled and the company was forced to reduce its subscribed share capital accordingly.


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Art. 104 ^ 1 was introduced by pt. 51, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 105


(1) The shares acquired pursuant to art. 103 ^ 1 and 104 do not entitle to dividends during their detention by the company.


(2) Voting rights conferred by shares in para. (1) shall be suspended during their detention by the company.


(3) If the shares are included in the balance sheet, under liabilities a reserve of equal value, which can not be distributed.


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Art. Section 105 has been amended. 52, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 105 ^ 1



Board of Directors will include in the report accompanying the annual financial statements the following information on the acquisition or transfer of a company's own shares:

A) the reasons acquisition made during the financial year;


B) the number and nominal value of the shares acquired and disposed of during the financial year and the percentage of subscribed capital which they represent;


C) The acquisition or disposal for consideration for the shares;


D) the number and nominal value of all shares acquired and held by the company and the percentage of subscribed capital which they represent.


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Art. 105 ^ 1 was introduced by pt. 53, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 106


(1) A company may not pay advances or loans or provide security for subscription or acquisition of its shares by a third party.


(2) Para. (1) does not apply to transactions in the normal course of credit institutions and other financial institutions, no transactions for the acquisition of shares by or for employees of the company, provided that such transactions do not result reducing net assets below aggregate issued share capital and reserves which may not be distributed under the law or the articles of incorporation.


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Art. Section 106 has been amended. 54, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 107


(1) setting up of guarantees on own shares by the company, either directly or through a person acting in his own name but on its behalf is deemed to be acquiring the meaning of art. 103 ^ 1, 104, 104 ^ 1, 105, 105 and 106. ^ 1


(2) Para. (1) does not apply to transactions concluded by banks and other financial institutions.


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Art. Section 107 has been amended. 55, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 107 ^ 1


(1) The subscription, acquisition or holding of shares in a joint stock company by another company in which the company holds a direct or indirect majority of voting rights or whose decisions may be influenced significantly by society It shall be regarded as being carried out by the joint stock company itself.


(2) Para. (1) shall apply when performing the company through which the subscription, acquisition or holding of shares mentioned is governed by the law of another state.


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Art. 107 ^ 1 was introduced by pt. 56, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 108


Shareholders offering to sell their shares through public offer will proceed under capital market law.
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Art. It amended by section 108. 9 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 109


Situation actions must be included in the notes to the annual accounts and, in particular, to clarify whether they have been fully paid and, if applicable, number of shares for which they requested, unsuccessfully, making the payments.

Section II


About General Meetings
Article 110


(1) General meetings are ordinary and extraordinary.


(2) When articles of incorporation provides otherwise, they will be held at the company premises and that will indicate the notice.


Article 111


(1) Ordinary General Assembly meets at least once a year, within 5 months of the financial year.


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Alin. (1) art. Section 111 has been amended. 57, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) In addition to the discussion of other issues on the agenda, the General Meeting is required:


A) to discuss, approve or modify the annual financial statements, based on reports submitted by the Management Board or the directorate and supervisory board of auditors or, where appropriate, financial auditor and fix dividend ;


----------

Lit. a) par. (2) art. Section 111 has been amended. 58, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

B) elect and dismiss members of the board or the supervisory board and the auditors;


----------
Lit. b) to par. (2) art. Section 111 has been amended. 58, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.
b ^ 1) in the case of companies whose financial statements are audited to appoint or dismiss the financial auditor and fix the minimum duration of the financial audit contract;
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Lit. b ^ 1) of par. (2) art. Section 111 has been amended. 10 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

C) to fix the remuneration due for the current board members or supervisory board members and auditors, if not established by the constitutive act;


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Lit. c) the par. (2) art. Section 111 has been amended. 58, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

D) to decide on the management board or the Executive Board;


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Lit. d) of par. (2) art. Section 111 has been amended. 58, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

E) establish the income and expenses and, where appropriate, the work program, the following financial year;


F) to decide the pledge, lease or closing one or more units of society.


Article 112


(1) For the validity of the deliberations of the ordinary general meeting of shareholders must be present to hold at least one quarter of the total voting rights. Decisions of the Ordinary General Meeting shall be taken by majority vote. Articles may provide higher requirements of quorum and majority.


(2) the ordinary general meeting can not work because of a default pursuant to Art. (1) assembly which will meet at a second meeting may deliberate on the items on the agenda of the first meeting, whatever the quorum, taking decisions by majority vote. General meeting convened for the second convocation, articles of association may provide for a minimum quorum or increased majority.


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Art. Section 112 was amended. 60, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 113


Extraordinary General Meeting convenes whenever necessary to take decisions concerning:

A) changing the legal form of the company;


B) relocation of the company;


C) change of the company;


D) the establishment or abolition of some secondary units: branches, agencies or other such units without legal personality, unless the articles of incorporation provides otherwise;


E) extension of the company;


F) capital increase;


G) capital reduction or reunification by issuing new shares;


H) merger with another company or division of the company;


I) anticipated dissolution of the company;


I ^ 1) conversion of registered shares into bearer shares or bearer shares into registered shares;
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Lit. i ^ 1) of art. 113 was introduced by pt. 61, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

J) conversion of shares from one class to another;


K) conversion of a category of bonds or shares in another category;


L) Debenture;


M) any other amendment of the articles of incorporation or any other resolution requiring the approval of the extraordinary general meeting.


Article 114


(1) exercise the powers referred to in art. 113 lit. b), c) and f) may be delegated board or directorate, the articles of association or by the decision of the extraordinary general meeting of shareholders. The delegation of powers referred to in art. 113 lit. c) not relate to the core business and society.


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Alin. (1) art. It amended by section 114. 11 of Art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.


(2) If the board of directors or directorate is mandated to meet extent provided in Art. 113 lit. f) the provisions of art. 220 ^ 1 shall apply to decisions of the Board, namely those of the Executive Board accordingly.


(3) If the board of directors or directorate is mandated to fulfill the measures provided for by art. 113 lit. b) and c) the provisions of art. 131 par. (4) and (5) of art. 132, except par. (6) and (7) and Art. 133 apply to decisions of the Board, namely those of the Executive Board accordingly. The company will be represented in court by the person designated by the presiding judge of its shareholders, who will fulfill the mandate that was assigned until the general meeting convened for that purpose, shall elect another person.


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Alin. (3) art. It amended by section 114. 11 of Art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
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Art. Section 114 has been amended. 62, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 115


(1) For the validity of the deliberations of the extraordinary general meeting is required at the first convocation presence of shareholders holding at least one fourth of the total number of voting rights and the following convocations, the presence of shareholders representing at least one fifth of the total number of rights vote.


(2) Decisions are taken by majority of votes held by shareholders present or represented. The decision to change the main activity of the company, reduce or increase the share capital, change of legal form, merger, division or dissolution of the company shall be taken by a majority of at least two thirds of the voting rights held by shareholders present or represented.


(3) The articles of association may stipulate quorum and majority requirements higher.


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Art. Section 115 has been amended. 63, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 116


(1) The decision of a general meeting to modify the rights or obligations relating to a class of shares shall take effect only upon approval of this decision by the special assembly of shareholders in that category.


(2) The provisions of this section concerning the convening of a quorum and conduct of general meetings of shareholders shall also apply to special meetings.


(3) Decisions shall be initiated by the special meetings subject to approval by the relevant general assemblies.


Article 117


(1) The General Assembly is convened by the Management Board or the directorate whenever necessary.


(2) The date of the meeting can not be less than 30 days from the publication of the convocation in the Official Gazette of Romania, Part IV.


(3) The summons shall be published in the Official Gazette of Romania, Part IV, and in one of the newspapers prevalent in the town in which the company's headquarters or the nearest village.


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Alin. (3) art. Section 117 has been amended. 12 of art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(4) If all the shares are registered, the convocation may be made only by letter or, if articles of association allow, by letter sent electronically, having incorporated, attached to or logically associated extended electronic signature, sent at least 30 days before the date of the meeting, at the shareholder entered in the shareholder register. Changes of address can not be opposed to society if he was not notified in writing by the shareholder.


(5) modes of calling in para. (4) can not be used if permitted by the act of incorporation by law.


(6) The convocation will contain the place and date of the meeting and the agenda, expressly mentioning all matters that will be subject to debate congregation. If the agenda includes the appointment of administrators or members of the supervisory board, the notice shall state that list with information about the name, domicile and professional qualifications of the persons proposed for the position of administrator is available to shareholders and can be reviewed and completed by them.



(7) When the agenda includes proposals to amend the articles of incorporation, the notice shall include the full text of the proposals.


(8) For listed companies the relevant provisions of the specific legislation of the capital market.


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Alin. (8) art. Section 117 was introduced. 13, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
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Art. Section 117 has been amended. 64, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 117 ^ 1


(1) The right to request the introduction of new items on the agenda of one or more shareholders, representing individually or jointly at least 5% of share capital.


(2) Applications shall be submitted to the board or directorate, within 15 days of publication of the convocation for publication and bring them to the other shareholders. If the agenda includes the appointment of administrators or members of the supervisory board, and shareholders wishing to propose candidates, the application will include information about the name, domicile and professional qualifications of the persons proposed for the posts concerned.


(3) Agenda items proposed by shareholders completed subsequently convened, to be published under the requirements of the law and / or association for the general meeting at least 10 days before the general meeting, the date mentioned the original convener.


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Art. 117 ^ 1 was introduced by pt. 65, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 117 ^ 2


(1) The annual financial statements, annual report of the board or directorate and the report of the supervisory board and the proposal regarding the distribution of dividends are made available to shareholders at the company as of the date of convening the assembly General. Upon request, shareholders will be issued copies of these documents. Amounts charged for the children can not exceed the administrative costs of providing them.


(2) Where a company has its own website, convening any other matter added to the agenda at the request of shareholders in accordance with art. 117 ^ 1 and the documents referred to in para. (1) shall be published on the website for free access of shareholders.


(3) Each shareholder may address the board or directorate, written questions concerning the company's activity, shortly before the general meeting, will be answered at the meeting. If the company has a website of its own, unless otherwise provided in the articles of association, the answer shall be deemed given if the requested information is published on the company website under the section "FAQ".


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Art. 117 ^ 2 was introduced by pt. 65, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 118


(1) The notification for the first general meeting will be set the day and time for the second meeting, when the former could not keep.


(2) The second general assembly can not meet the very day fixed for the first meeting.


(3) If the day for the second general meeting is not mentioned in the notice published for the first meeting, the period referred to in art. 117 may be reduced from 8 days.


Article 119


(1) The Board or directorship, immediately call a general meeting at the request of shareholders representing, individually or together, at least 5% of share capital or a smaller share if the articles of association so provide and if request contains provisions that fall within the functions of the congregation.


(2) The General Assembly shall be convened not later than 30 days and will meet no later than 60 days from receipt of the request.


(3) If the Board or directorship does not convene the general meeting at the company court, summoning the Board, the Executive Board respectively, may authorize general meeting of the shareholders who submitted application. By the same decision, the court approved the agenda, determine the reference date provided for in art. 123 par. (2) the date of the general meeting and the shareholder who will preside.



(4) costs of convening the general meeting, and costs, if the court approves the request under par. (3) they are borne by society.


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Art. Section 119 has been amended. 66, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 120


The shareholders exercise their right to vote at general meetings in proportion to the number of shares they own, except as provided in Art. 101 par. (2).

Article 121


Shareholders representing the entire share capital may, if none of them opposes, to hold a general meeting and make any decision within its competence, without the formalities required for its convening.

Article 122


In closed companies with shares, the articles of association can agree on holding general meetings and correspondence.

Article 123


(1) At general meetings, shareholders possessing bearer shares have voting rights only if they submitted to the places shown by the memorandum or by notice of convocation, at least 5 days before the meeting. Technical secretary, appointed under art. 129 par. (5) will ascertain, through the minutes, the timely filing of actions. The shares will remain deposited until after the general meeting but will not be retained for more than 5 days from the date thereof.


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Alin. (1) art. Section 123 has been amended. 14, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) Board of Directors, respectively directorate will set a record date for shareholders entitled to be informed and to vote at the general meeting, date to apply even where the general meeting is convened again because quorum. The reference date will be established following the publication of such convening notice and shall not exceed 60 days before the date of the general meeting is convened for the first time.


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Alin. (2) art. Section 123 has been amended. 67, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) Shareholders entitled to cash dividends or to exercise any other rights are those registered in the records of the company or provided by independent private register of shareholders, corresponding to the reference date.


Article 124


(1) Repealed.


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Alin. (1) art. 124 was repealed by section. 5 of art. 10 Section 3, Cap. II of Law no. 71 of 3 June 2011, published in Official Gazette no. 409 of 10 June 2011.

(2) If the shares are constituted pledge, voting right belongs to the owner.


Article 125


(1) Shareholders may attend and vote at the general meeting by proxy, a power of attorney granted pursuant to the said general meeting.


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Alin. (1) art. Section 125 has been amended. 68, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) Shareholders who do not have legal capacity and legal persons may be represented / represented by their legal representatives who, in turn, can give other people empowerment for that general meeting.


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Alin. (2) art. Section 125 has been amended. 68, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) attorney shall be submitted in the original 48 hours before the meeting or deadline in the memorandum or lose the right to vote at that meeting. The proxies will be retained by the company, making mention of this in the minutes.


----------
Alin. (3) art. Section 125 has been amended. 68, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(4) Repealed.


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Alin. (4) art. Section 125 was repealed. 69, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(5) Board members, directors or members of the Executive Board and the Supervisory Board, or civil society may not represent the shareholders, subject to cancellation decision, if without their vote would not have obtained majority required.


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Alin. (5) art. Section 125 has been amended. 68, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.


Article 126


(1) Shareholders who are members of the Management Board, the Executive Board or the Supervisory Board may not vote in respect of shares they own, either personally or by proxy, their discharge or a problem, the person or their administration would be in question.


(2) Such persons may vote the accounts but, if you can not form the majority provided by law or the articles of association.


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Art. Section 126 has been amended. 70, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 127


(1) A shareholder who, in a certain operation, has, either personally or as agent of another person, an interest contrary to the company, will have to abstain from deliberations on that operation.


(2) A shareholder who contravenes this provision is liable for damage caused to society, if without his vote, would not have obtained the required majority.


Article 128


(1) The right to vote can not be given up.


(2) Any agreement by which the shareholder is obliged to exercise the right to vote in accordance with the instructions given or proposals made by the company or persons responsible for representation is nil.


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Art. Section 128 has been amended. 71, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 129


(1) day and time shown in convening the Assembly session will be opened by the chairman of the board or of the board, or the one who keeps the place.


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Alin. (1) art. Section 129 has been amended. 72, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) The General Assembly shall elect from among the shareholders present, 1 to 3 secretaries, who will check the attendance of shareholders, indicating the share capital represented by each, the report prepared by the technical secretary to determine the number of shares and made all the formalities required by law and the articles of association to the general meeting.


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Alin. (2) art. Section 129 has been amended. 72, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) The General Assembly may decide that transactions referred to in the preceding paragraph be supervised or carried out by a notary public, at the expense of society.


(4) One of the secretaries draw up the minutes of the meeting of the General Assembly.


(5) The President may appoint, from among employees of one or more technical secretaries who take part in the execution of transactions referred to in the preceding paragraphs.


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Alin. (5) art. Section 129 has been amended. 72, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(6) Following the fulfillment of legal requirements and the provisions of the articles of incorporation to the general meeting, shall enter into the agenda.


(7) No decision may be taken with regard to items on the agenda that have not been published pursuant to art. 117 and 117 ^ 1, unless all the shareholders were present or represented and none of them opposed or did not challenge that decision.


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Alin. (7) of art. Section 129 was introduced. 73, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 130


(1) general assemblies Decisions are taken by open vote.


(2) The secret vote is required for the appointment or revocation of board members or members of the supervisory board for the appointment, revocation or dismissal of auditors or financial auditors and for taking decisions regarding the liability of members of management, leadership and control of the company.


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Alin. (2) art. Section 130 has been amended. 15, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 131


(1) The minutes signed by the chairman and secretary will notice convening formalities, date and place of the meeting, the shareholders present, the number of shares summary of the debates, decisions taken, and at the request of shareholders, the statements made them at the hearing.



(2) The minutes shall be attached documents related to convening and list of attending shareholders.


(3) The minutes will be recorded in the general meetings.


(4) To be binding on third parties, general meeting decisions will be made within 15 days at the Trade Register Office, to be listed in the Register and published in the Official Gazette of Romania, Part IV.


----------
Alin. (4) art. Section 131 has been amended. 75, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(5) Upon request, each shareholder will be informed of the results of the voting for the decisions taken at the general meeting. If the company has a website of its own, and the results will be published on this website within 15 days from the date of the general meeting.


----------
Alin. (5) art. Section 131 has been amended. 75, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 132


(1) Decisions taken by the general assembly within the law or the articles of incorporation are mandatory even for the shareholders who did not attend the meeting or voted against.


(2) General Assembly decisions contrary to law or the articles of incorporation may be challenged in court, within 15 days of its publication in the Official Gazette of Romania, Part IV, any shareholder who did not take part the general meeting or voted against and asked to insert it in the minutes of the meeting.


(3) When invoking reasons of absolute nullity is inalienable right of action, and the application can be formulated by any interested person.


(4) Members of the Board or the Supervisory Board can not appeal the General Assembly regarding their dismissal.


----------
Alin. (4) art. Section 132 has been amended. 76, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(5) The application will resolve contradictory society, represented by the Management Board or by the directorate.


----------
Alin. (5) art. Section 132 has been amended. 76, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(6) If the judgment is contested by all board members, the company will be represented in court by the person designated by the president of the court of its shareholders, who will fulfill the mandate that was assigned until the general meeting convened to that end, appoint a representative.


----------
Alin. (6) of art. Section 132 has been amended. 16, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(7) If the judgment is contested by all members of the directorate, the company will be represented in court by the supervisory board.


----------
Alin. (7) of art. Section 132 has been amended. 76, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(8) Were introduced several actions for annulment, they can be joined.


(9) The application will be judged in the council chamber. The judgment is subject to appeal only.


----------
Alin. (9) of art. Section 132 has been amended. 10 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(10) until final judgment shall be mentioned in the Trade Register and published in the Official Gazette of Romania, Part IV. Since its publication it is opposable to all shareholders.


----------
Alin. (10) of art. Section 132 has been amended. 10 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 133


(1) Along with instituting the action for annulment, the plaintiff may ask the court, by way of injunction, suspension of the judgment under appeal.


(2) The court, accepting the suspension, can compel the applicant on bail.


----------
Alin. (2) art. It amended by section 133. 11 of Art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(3) Repealed.


----------
Alin. (3) art. Section 133 was repealed. 12 of art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 134



(1) Shareholders who have not voted in favor of a decision of the General Assembly have the right to withdraw from the company and to request purchase of their shares by the company, unless the judgment of the General Assembly aims: || |

A) change of the main activity;


B) moving the company headquarters abroad;


C) changing shape of society;


D) merger or division of the company.


(2) The right of withdrawal may be exercised within 30 days from the date the decision of the general assembly in the Official Gazette of Romania, Part IV, in cases under par. (1) a) -c), and the adoption of General Assembly decision in the case in para. (1) d).


(2 ^ 1) according to art. 246 ^ 1 and 246 ^ 2, shareholders who are not in favor of the merger / spin-off may exercise the right of withdrawal within 30 days from the date of publication of the merger / spin-off in terms of art. 242 par. (2) or, where applicable, art. 242 par. (2 ^ 1).
----------
Alin. (2 ^ 1) of art. 134 was introduced by pt. 2 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(3) Shareholders filed at the company, along with withdrawal in writing, the shares they own or, if applicable, shareholder certificates issued under Art. 97.


(4) The price paid for the shares of company exercising the right of withdrawal will be determined by an independent certified expert, the average value resulting from the application of at least two valuation methods recognized by the legislation in force at the valuation date. The expert appointed by the judge in accordance with art. 38 and 39 at the request of the Board, the Executive Board respectively.


----------
Alin. (4) art. 134 has been amended pt. 2 of art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009 which completes the art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007, pt. 16 ^ 1.

(5) evaluation costs will be borne by the company.


----------
Art. Section 134 has been amended. 77, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 135


Repealed.
----------
Art. Section 135 was repealed. 78, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 136


(1) One or more shareholders representing, individually or together, at least 10% of the share capital may request the court to appoint one or more experts to examine certain transactions in the company's management and draw up a report, to be delivered to them and also officially handed over board or directorate and supervisory board and company auditors or internal auditors, as appropriate, for consideration and to propose appropriate measures.


----------
Alin. (1) art. Section 136 has been amended. 79, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no.
955 of 28 November 2006. (1 1) The Board or the directorate will include the report in accordance with paragraph. (1) on the agenda of the next general meeting.
----------
Alin. (1 1) of art. Section 136 was introduced. 80, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) expert fees will be borne by the company, except where notification was made in bad faith.


Article 136 ^ 1


Shareholders must exercise their rights in good faith, respecting the rights and legitimate interests of the company and other shareholders.
----------
Art. 136 ^ 1 was introduced by pt. 81, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Section III


----------
About administration company subsection Title I of Section III, Cap. Section IV was introduced. 82, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 137


(1) Joint Stock Company is managed by one or more directors, the number is always odd. When multiple managers, they constitute a board of directors.



(2) Joint stock companies whose annual financial statements subject to audit legal obligations are administered at least 3 directors *).


(3) The provisions of this law on the Board and that do not concern or involve the plurality administrators apply properly the sole administrator.


----------
Art. Section 137 has been amended. 83 art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 137 ^ 1


(1) The directors are appointed by the Ordinary General Meeting of Shareholders, except first administrators who are appointed by the constitutive act.


(2) Candidates for the posts of manager are nominated by current members of the Board of Directors or by shareholders.


(3) While performing their mandate, the managers may conclude an employment contract with the company. Where were appointed administrators of company employees, the individual employment contract is suspended during the mandate.


(4) The directors may be dismissed at any time by the ordinary general meeting of shareholders. If the unjust revocation occurs, the administrator is entitled to payment of damages.


----------
Art. 137 ^ 1 was introduced by pt. 84, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 137 ^ 2


(1) In case of vacancy of one or more positions of administrator, if the articles of association provide otherwise, the Management Board shall appoint provisional administrators, pending the meeting of the ordinary general meeting of shareholders.


(2) If holiday in para. (1) decreases below the legal minimum number of directors, managers left immediately call the Ordinary General Meeting of shareholders to complete the membership of the Board.


(3) If the directors do not fulfill their obligation to convene the General Meeting, any interested party may appeal to designate the person responsible for convening ordinary general meeting of shareholders, to make the necessary appointments.


(4) When one manager and he wants to give up the mandate, he will have to convene the Ordinary General Meeting.


(5) In case of death or physical impossibility of office of sole, temporary appointment will be made by censors, but the ordinary general meeting will be convened urgently to final appointment of the administrator.


(6) If the company does not censor any shareholder may appeal to the general meeting authorized by the requesting shareholder or another shareholder. By the same decision, the court approved the agenda, determine the reference date provided by art. 123 par. (2) the date of the general meeting and the shareholder who will preside.


----------
Art. 137 ^ 2 was introduced by pt. 84, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 138


Repealed.
----------
Art. Section 138 was repealed. 85, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.


Article 138 ^ 1 *)

(1) Where a limited company is held by the directors to delegate management, according to art. 143, most members of the board will be composed of non-executive directors.


(2) For the purposes of this law, non-executive members of the board are the ones who have not been appointed directors pursuant to art. 143.


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Art. 138 ^ 1 was introduced by pt. 86, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 138 ^ 2


(1) The articles of association or by decision of the general meeting of shareholders may provide that one or more members of the board should be independent.


(2) In appointing independent manager, the general meeting of shareholders will consider the following criteria:


A) not to be executive or of a company controlled by it and did not meet such a function in the last 5 years;


B) it has not been an employee of the company or of a company controlled by it or have had such an employment relationship in the last 5 years;



C) does not receive or have received from the company or from a company controlled by this additional remuneration or advantages other than those corresponding to its quality non-executive director;


D) not be a significant shareholder of the Company;


E) not have or have had in the last year business relationship with the company or with a company controlled by it, either personally or as a partner, shareholder, director, officer or employee of a company that has such a relationship society if, by their substantial, they are liable to affect the objectivity;


F) not be or have been in the past 3 years associated financial auditor or employee of the current financial auditor of the company or of a company controlled by it;


G) is director in another company in which a director of the company is non-executive director;


H) not to have been non-executive director of the company more than 3 mandates;


I) have no family relationship with a person in one of the categories mentioned above a) and d).


----------
Alin. (2) art. 138 ^ 2 was amended by section. 17, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
----------
Art. 138 ^ 2 was introduced by pt. 86, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 139


Repealed.
----------
Art. Section 139 was repealed. 87, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 140


Repealed.
----------
Art. Section 140 was repealed. 87, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 140 ^ 1


(1) The Board elects from its members a Chairman of the Board. The articles of association may stipulate that the chairman is appointed by the Ordinary General Meeting, which appoints the board.


(2) The President shall be appointed for a term not exceeding its mandate administrator.


(3) The President may be revoked at any time by the Board. If the President was appointed by the general assembly will be lifted only this *).


(4) Board Chairman coordinates and report on the general meeting of shareholders. He watches the proper functioning of the organs of the company.


(5) If the president is temporarily unable to exercise his duties during inability respective state Board may assign another administrator to serving as president.


----------
Art. 140 ^ 1 was introduced by pt. 88, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 140 ^ 2


(1) The Board may create advisory committees made up of at least two members of the board and responsible for conducting investigations and making recommendations to the Board in areas such as audit, remuneration of managers, directors, auditors and staff or nomination candidates for various positions. Board Committees will submit the regular reports on their activity.


----------
Alin. (1) art. 140 ^ 2 was amended by section. 18, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) At least one member of each committee created under par. (1) shall be independent non-executive director. The audit committee and the remuneration shall consist only of non-executive directors. At least one member of the audit committee should have experience in the application of accounting principles or auditing.


(3) Repealed.


----------
Alin. (3) art. 140 ^ 2 section was repealed. 19, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
----------
Art. 140 ^ 2 was introduced by pt. 88, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 141


(1) The Board shall meet at least once every 3 months.


(2) The Chairman shall convene the board of directors, sets the agenda, ensure adequate information on board members on the items on the agenda and chair the meeting.



(3) The Board of Directors also convened at the request motivated at least 2 of its members or the general director. In this case, the agenda is set by the authors of the request. The President is obliged to act on such a request.


(4) Convocation for meeting the Board will be submitted directors sufficiently in advance of the meeting date, the deadline may be established by decision of the Board. The summons shall contain the date, the place will keep meeting and agenda. On items not covered in the agenda decisions can be made only in cases of emergency. Incorporation may impose more stringent conditions on the matters covered in this paragraph.


(5) at each meeting will prepare a report which will include the names of participants, deliberations, decisions, and the number of votes received separate opinions. The minutes were signed by the Chairman and by at least one other administrator.


----------
Art. Section 141 has been amended. 89, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 141 ^ 1


Directors and the auditors or, where appropriate, internal auditors may be called at any meeting of the Board of Directors meetings where they are required to attend. They have no right to vote, excluding directors who are also directors.
----------
Art. 141 ^ 1 was introduced by pt. 90, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 142


(1) The Board is responsible for carrying out all the necessary and appropriate to achieve the objects of the company, except those reserved by law for the general meeting of shareholders.


(2) Board of Directors has the following core competencies, which can not be delegated to the executive:


A) determining main directions of activity and development of society;


B) establishing accounting policies and financial control system and financial planning approval;


----------
Lit. b) to par. (2) art. 142 amended by pt. 3 of Art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

C) appoint and remove directors and determine their remuneration;


D) supervision of directors;


E) preparing the annual report, organizing general meeting of shareholders and implementing its decisions;


F) the request for opening of insolvency proceedings the company, according to Law no. 85/2006 on insolvency proceedings.


(3) also can not be delegated to the executive tasks assigned by the board of directors of the general meeting of shareholders in accordance with art. 114.


----------
Art. Section 142 has been amended. 91, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 143


(1) The Board may delegate the management company of one or more directors by appointing one of its director general.


(2) Directors may be appointed from among the directors or outside the Board.


(3) If the articles of association or by a resolution of the general shareholders meeting foreseen, chairman of the board of a company may be appointed CEO.


(4) In the case of joint stock companies whose annual financial statements are subject to a legal obligation of financial auditing, delegating management of the company in accordance with paragraph. (1) is mandatory *).


(5) For purposes of this Law, director of the joint stock company is the only person to whom powers have been delegated the management of the company in accordance with paragraph. (1). Any other person, irrespective of the technical name of the position held within the company, is excluded from the rules of this law on joint stock company directors.


----------
Art. Section 143 has been amended. 92, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 143 ^ 1


(1) Directors are responsible for taking all measures related to company management, within the object of the company and respecting the exclusive powers reserved by law or the articles of association the board and general meeting of shareholders.



(2) The organization of activity directors may be determined by the memorandum or by decision of the Board.


(3) Any administrator can request information on directors' management of the company. Directors shall inform the Board regularly and comprehensively, on the operations undertaken and those envisaged.


----------
Alin. (3) art. 143 ^ 1 was amended by section. 20 art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(4) The directors may be dismissed at any time by the Board. If the revocation occurs without just cause, the director concerned is entitled to payment of damages.


----------
Art. 143 ^ 1 was introduced by pt. 93, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 143 ^ 2


(1) The Management Board represents the company towards third parties and the courts. In the absence of contrary stipulations in the memorandum, the Board representing the company through its President.


(2) The articles of association, the chairman and one or more directors may be authorized to represent the company, acting together or separately. Such a clause is enforceable against third parties.


(3) By unanimous agreement, the directors representing the company only by acting together can empower one of them to enter into certain transactions or types of transactions.


(4) If the Board delegate powers leading directors of the company pursuant to art. 143, the power to represent the company belongs to the Director General. The provisions of par. (2) - (4) shall apply accordingly directors. The Board retains the duty of representation but in the relationships with the directors of the company.


(5) Board of Directors recorded in the trade register names of persons authorized to represent the company, stating whether they act together or separately. They submitted to the commercial register specimen signatures.


----------
Art. 143 ^ 2 was introduced by pt. 93, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 144


Repealed.
----------
Art. Section 144 was repealed. 94, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 144 ^ 1


(1) Board members will exercise their mandate with prudence and diligence of a good manager.


(2) The administrator does not violate the obligation under par. (1) if, when making a business decision it is reasonably possible to believe that acting in the interest of society and on the basis of adequate information.


(3) Business decision, under this law, is any decision to take or not to take certain measures on the management of the company.


(4) Board members shall sit in their loyalty in the interest of society.


(5) Board members shall not disclose confidential information and trade secrets of the company, they have access in their capacity as directors. This obligation remains even after leaving office administrator.


(6) The content and duration of the obligations under paragraph. (5) stipulated in the contract administration.


----------
Art. 144 ^ 1 was amended by section. 21, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 144 ^ 2


(1) Managers are responsible for fulfilling all obligations, according to Art. 72 and 73.


(2) The directors are responsible to society for damage caused by acts performed by directors or falling when damage would not have occurred if they had exercised their duties of supervision imposed.


(3) Directors shall notify the Board of any irregularities found during their duties.


(4) The directors are jointly and severally liable with their immediate predecessors if, being aware of the irregularities committed by them, they communicate auditors or, where appropriate, internal auditors and financial auditor.



(5) companies that have multiple administrators liability for the acts or omissions does not extend to directors who have made to certify, register Management Board decisions, their opposition and have informed on it in writing , the auditors and the internal auditors and the auditor.


----------
Art. 144 ^ 2 was introduced by pt. 95, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 144 ^ 3


(1) administrator who has a certain operation, directly or indirectly, interests against the interests of society must give notice to the other directors and the auditors or internal auditors and not take part in any deliberation concerning the specific .


(2) The administrator has the same obligation if, in a given transaction, known to be concerned spouses, relatives or related persons to grade IV inclusive.


(3) If the provisions of the articles of incorporation provide otherwise, the prohibitions set out in para. (1) and (2) relating to participation in deliberation and voting directors are not applicable if the vote refers to:


A) offering for subscription by an administrator or by the persons mentioned in paragraph. (2) the shares or debentures of the company;


B) the granting by the administrator or persons mentioned in paragraph. (2) a loan or establishing a guarantee in favor of the company.


(4) administrator who has not complied with the provisions of par. (1) and (2) be responsible for the damages caused to society.


----------
Art. 144 ^ 3 was introduced by pt. 95, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 144 -4
(1) The lending by the company to its directors, through operations such


A) lending administrators;


B) granting financial benefits to administrators or after the conclusion of the company with these operations delivery of goods, services or performance of works;


C) direct or indirect guarantee, in whole or in part, of any loans granted to directors, concomitant or after the loan;


D) direct or indirect guarantee, in whole or in part, the execution by directors of any other personal obligation of those towards third parties;


E) direct or indirect guarantee, in whole or in part, a claim that has as a loan granted by a third party administrators or other personal service them.


(2) Para. (1) shall apply to the operations they are interested spouse, relatives or in-laws up to the fourth degree inclusive of administrator; also if the operation concerning a one of the persons above mentioned is director or holds, alone or together with one of the abovementioned persons, a share of at least 20% of the subscribed capital.


----------
Alin. (2) art. 144 ^ 4 was amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(3) Para. (1) shall not apply:


A) in the case of transactions whose value is below the outstanding aggregate equivalent in RON of EUR 5,000;


B) if the transaction is terminated by the company in exercising its current activity and transaction terms are not more favorable to persons under par. (1) and (2) than those that typically, the company charges to third parties.


----------
Art. 144 ^ 4 was introduced pt. 95, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 145


Repealed.
----------
Art. Section 145 was repealed. 96, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 146


Repealed.
----------
Art. Section 146 was repealed. 96, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 147


Repealed.
----------
Art. Section 147 was repealed. 96, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 148


Repealed.

----------
Art. Section 148 was repealed. 96, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 149


Repealed.
----------
Art. Section 149 was repealed. 96, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 150


(1) If the articles of association provide otherwise and subject to art. 44 ^ 1, under penalty of nullity, the administrator may, in his own name, dispose of or acquire goods to or from the company in an amount exceeding 10% of the net asset value of the company, after obtaining the approval of the general meeting extraordinary, as provided in art. 115.


----------
Alin. (1) art. Section 150 has been amended. 97, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no.
955 of 28 November 2006. (1 1) Repealed.
----------
Alin. (1 1) of art. Section 150 was repealed. 22, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) Para. (1) applies, renting or leasing operations.


(3) The amounts referred to in para. (1) shall be calculated by reference to the accounts for the financial year approved before that takes place or, where applicable, the subscribed share capital, if such financial situation has not yet been submitted and approved.


(4) The provisions of this Article shall apply to the transactions in which one party administrator or relative of husband or in-laws up to the fourth degree, thereof; also if the transaction is concluded with a company in which one of the persons above mentioned is director or director or holds, alone or together, share at least 20% of the subscribed capital, unless one of those companies it is a subsidiary of the other.


----------
Alin. (4) art. Section 150 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society" and the phrase "company" by "society."

Article 151


Repealed.
----------
Art. Section 151 was repealed. 99, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 152


(1) The directors are responsible for the failure of their duties. Art. 137 ^ 1 par. (3), art. 144 ^ 1 ^ 144 3 144 -4 150 and Art. 153 ^ 12 par. (4) applies the same terms as directors and administrators.


(2) Remuneration of directors, obtained under the mandate agreement is treated in terms of taxation of wages and taxed according to the legislation.


(3) Notwithstanding art. 5 of Law no. 19/2000 on public pensions and other social insurance rights, as amended and supplemented, executive remuneration obtained under the mandate contract is treated as salary, from the point of view of the director and company obligations under the law on public pensions and other social insurance rights, including the right insurance for work accidents and occupational diseases, legislation on the unemployment insurance system and stimulation of employment and the law on health insurance.


----------
Alin. (3) art. Section 152 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."
----------
Art. Section 152 has been amended. 23, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 152 ^ 1


Micro and small enterprises within the meaning of art. 4 para. (1) a) and b) of Law no. 346/2004 regarding the establishment and development of small and medium enterprises, as amended and supplemented, may derogate from the provisions of art. 137 par. (2) art. 138 ^ 1 par. (1), Art. 140 ^ 2 par. (2) and art. 143 par. (4).
----------
Art. 152 ^ 1 was amended by section. 24, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

----------

Subsection title II of Section III, Cap. Section IV was introduced. 102, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153


(1) The articles of association may stipulate that the stock company is managed by a directorate and a supervisory board in accordance with the provisions of this subsection.


(2) The articles of association may be amended during the company's existence by decision of the extraordinary general meeting of shareholders for the introduction or removal of such a provision.


(3) The provisions of this law on auditors are not applicable to companies opting for a dual management system.


----------
Art. Section 153 has been amended. 103, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

A. Directorate ----------

Paragraph A of subsection II, Section III, Cap. Section IV was introduced. 104, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 1


(1) The joint stock company belongs exclusively to the directorate, which fulfills the necessary and appropriate to achieve the objects of the company, except those reserved by law for the supervisory board and general meeting of shareholders.


(2) The Directorate shall exercise their powers under the control of the supervisory board.


(3) The Executive Board is composed of one or more members, the number is always odd.


(4) When one member, it is called single CEO. In this case, the provisions of art. 137 par. (3) shall apply accordingly.


(5) In the case of joint stock companies whose annual financial statements are subject to legal obligations auditing directorate is composed of at least three members.


----------
Art. 153 ^ 1 was introduced pts. 104, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 2


(1) Appointment of Executive Board members lies with the supervisory board, which also assign one of them as president of the board.


(2) The articles of association determine the term of office of directors, within the limits laid down in art. 153 ^ 12.


(3) The members of the directorate can not be simultaneously members of the supervisory board.


(4) Board members may be dismissed at any time by the Board of Supervisors. Articles may provide that they can be removed and the ordinary general meeting of shareholders. If their dismissal unjust occurs, the Executive shall be entitled to payment of damages.


(5) In case of vacancy of the post of member of the board, supervisory board will proceed without delay to appoint a new member for the remainder of the term of office of directors.


(6) The rights and obligations of members of the directorate, art. 137 ^ 1 par. (3), art. 144 ^ 1, art. 144 ^ 2 par. (1), (4) and (5), art. 144 ^ 3, art. 144-4, Art. 150 and Art. 152 shall apply accordingly.


----------
Alin. (6) of art. 153 ^ 2 was amended by section. 25, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
----------
Art. 153 ^ 2 was introduced pts. 104, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 3


(1) Directorate represents the company towards third parties and the courts.


(2) In the absence of contrary stipulations in the memorandum, members of the directorate is the only company working together.


(3) If the members of the directorate is the only company acting jointly, by unanimous agreement, those who can empower one of them to enter into certain transactions or types of transactions.


(4) The Supervisory Board representing the company in relations with the directorship.


(5) Directorate registered with the trade register its members, stating whether they act together or separately. They will submit specimen signatures in the trade register.


----------
Alin. (5) art. 153 ^ 3 was amended by section. 26, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007. ----------


Art. 153 ^ 3 was introduced pts. 104, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 -4
(1) At least once every 3 months directorship submit a written report of the supervisory board on the management of the company with regard to its work and its possible evolution.


(2) In addition to periodic information provided in par. (1) directorate in due time the supervisory board any information on events that may have a material influence on the company.


(3) The Supervisory Board may request the directorate any information it deems necessary for the exercise of its control and may conduct appropriate investigations.


(4) Each member of the supervisory board has access to data transmitted.


----------
Art. 153 ^ 4 was introduced pts. 104, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 5


(1) Directorate Supervisory Board shall submit annual financial statements and its annual report, immediately after their establishment.


(2) Furthermore, the supervisory board directorship submit its detailed proposal on distribution of profits resulting from the balance of the financial year, it plans to present to the General Assembly.


(3) The provisions of art. 153-4 par. (4) shall apply accordingly.


----------
Art. 153 ^ 5 was introduced pts. 104, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

B. The Supervisory Board ----------

Paragraph B, Subsection II, Section III, Cap. Section IV was introduced. 105, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 6


(1) Supervisory board members are appointed by the general meeting of shareholders, except the first members, who are appointed by the constitutive act.


(2) Candidates for the posts of member of the supervisory board are nominated by existing members of the Board or by shareholders.


(3) The number of members of the supervisory board is set by the memorandum. It may not be less than three and no more than 11.


(4) Members of the Supervisory Board may be dismissed at any time by the general meeting of shareholders, with a majority of at least two thirds of the votes of shareholders present.


(5) The Supervisory Board elects from its members a Chairman of the Board.


----------
Art. 153 ^ 6 was introduced by section. 105, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 7


(1) In case of vacancy of a member's seat on the supervisory board, the board may proceed to appoint an interim member until the general assembly meeting.


(2) If the holidays mentioned in para. (1) decreases the number of supervisory board members below the legal minimum, must convene without delay the directorate general meeting for filling vacancies.


(3) If the directorate does not fulfill its obligation to convene the General Meeting in accordance with paragraph. (2) Any interested party may appeal to designate the person responsible for convening ordinary general meeting of shareholders, to make the necessary appointments.


----------
Art. 153 ^ 7 was introduced pts. 105, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 8


(1) Supervisory board members can not simultaneously be members of the directorate. They also may not hold membership in the supervisory board with the employee of the company.


(2) The articles of association or by decision of the general meeting of shareholders may establish specific conditions of professionalism and independence for supervisory board members. In assessing the independence of a member of the supervisory board will be considered the criteria laid down in Art. 138 ^ 2 par. (2).


----------
Alin. (2) art. 153 ^ 8 was amended by pt. 3 of Art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009 which completes the art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007, pt. 26 ^ 1.


(3) The rights and obligations of members of the supervisory board, the provisions of art. 144 ^ 1, art. 144 ^ 2 par. (1) and (5) of art. 144 ^ 3 ^ 4 and 150 144 shall apply accordingly.


----------
Art. 153 ^ 8 was introduced pts. 105, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 9


(1) The Supervisory Board has the following main responsibilities:


A) permanent control exercised by the Company's management directorate;


B) appoint and remove members of the directorate;


C) verify compliance, with the Constitution and the decisions of the general meeting of the company's management operations;


D) report at least once a year the general meeting of shareholders on the supervisory activities.


(2) In exceptional cases, when the company's interest so requires, the supervisory board may convene a general meeting of shareholders.


(3) The Supervisory Board can not therefore be transferred to the company's management responsibilities. However, the articles of association may provide that certain types of operations can not be conducted without the consent of the council. If the council does not agree to such an operation, the directorate may require the consent of the ordinary general meeting. Judgment of the General Assembly on such an agreement is given by a majority of three fourths of the votes of shareholders present. Incorporation can not establish another majority, or stipulate other conditions.


----------
Art. 153 ^ 9 was introduced pts. 105, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 10
(1) The Board of Supervisors may create advisory committees made up of at least two members of the board and responsible for conducting investigations and making recommendations to the Board in areas such as audit, remuneration of directors and members of the supervisory board and staff or nomination of candidates for the various positions. Board Committees will submit regular reports on their activity.


(2) The President of the Executive Board can be appointed member of the nominating committee created by the Board of Supervisors without thereby acquire membership in the council.


(3) At least one member of each committee created under par. (1) must be independent member of the Supervisory Board. At least one member of the audit committee must have relevant experience in the application of accounting principles or auditing.


(4) Repealed.


----------
Alin. (4) art. 153 ^ 10 was repealed pt. 3 of Art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009 which completes the art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007, pt. 26 ^ 2.
----------
Art. 153 ^ 10 was introduced pts. 105, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 11
(1) The Supervisory Board shall meet at least once every 3 months. The Chairman shall convene and chair the supervisory board meeting.


(2) The Supervisory Board shall be convened at any time upon reasoned request of at least 2 or at the request of the members of the directorate. The Council shall meet within 15 days of the summons.


----------
Alin. (2) art. 153 ^ 11 was amended by section. 27, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(3) If the President does not comply with the request to convene the council in accordance with paragraph. (2) application can call themselves authors council, setting the agenda for the meeting.


(4) Board members may be summoned to meetings of the supervisory board. They have no right to vote in the council.


(5) at each meeting will prepare a report which will include the names of participants, agenda, order of the deliberations, decisions, and the number of votes received separate opinions. The minutes were signed by the Chairman and by at least one other board member present.


----------
Art. 153 ^ 11 was introduced pts. 105, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

----------

Title subsection III of Section III, Cap. Section IV was introduced. 106, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 12
(1) The term of office administrators or members of the Executive Board and the Supervisory Board is established by association, without exceeding 4 years. They are re-elected when the articles of association provide otherwise.


(2) The term of office of the first members of the board or the first members of the supervisory board may not exceed two years.


(3) For the appointment of an administrator or a member of the board or the supervisory board, to be legally valid, the person appointed must expressly accept.


(4) A person appointed to one of the functions provided in par. (3) must be professional liability insurance.


----------
Alin. (4) art. 153 ^ 12 was amended by section. 28, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
----------
Art. 153 ^ 12 was introduced pts. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 13
(1) Directors of the joint stock company in the unitary system, namely members of the directorate, the dualist system, are individuals.


(2) A person may be appointed administrator or member of the supervisory board of a joint stock company. With this appointment, the legal entity is obliged to appoint a permanent representative, individual. This is subject to the same conditions and obligations and have the same civil and criminal liability as an administrator or member of the supervisory board, natural person acting in his own name without this legal person that is to be exempted from liability or joint and several liability to be lower. When the legal person revokes its representative, it shall appoint a replacement at the same time.


----------
Art. 153 ^ 13 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 14
Repealed.
----------
Art. 153 ^ section 14 was repealed. 29, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.



Article 153 ^ 15
The directors of a company limited by shares in the unitary system, and members of the directorate in the dual system, can not be without the authorization of the board or supervisory board, directors, managers, members of the Executive Board or the Supervisory Board , auditors or, where appropriate, internal auditors or associates with unlimited liability, in other competing companies or having the same activity or can not exercise the same trade or another competitor on their own or another person, under penalty of revocation and liability damage.
----------
Art. 153 ^ 15 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 16
(1) An individual may exercise warrants up to 5 concurrent administrator and / or member of the Supervisory Board in joint stock companies whose headquarters are in Romania. This applies equally individual administrator or member of the Supervisory Board and individual permanent representative of a corporate director or member of the supervisory board.


(2) The prohibition in paragraph. (1) does not refer to cases where the elected board of directors or the supervisory board is the owner of at least a quarter of the company's shares or a member of the board of directors or the supervisory board of a joint stock holding the aforementioned fourth.



(3) A person who violates the provisions of this Article shall be obliged to resign from the position of member of the board of directors or supervisory board mandates exceed the maximum set out in par. (1) within one month from the date of issue of incompatibility situation. After this time, he will lose the mandate obtained by exceeding the legal number of seats in the chronological order of appointment, and will have to refund the remuneration and other benefits received by society exercised this mandate. Deliberations and decisions that he took part in exercising that mandate remain valid.


----------
Art. 153 ^ 16 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 17


Before being appointed director or administrator or member of the board or supervisory board in a joint stock company shall inform the nominee company body charged with his appointment on any relevant issues from the perspective of art. 153 ^ 15 and 153 ^ 16.
----------
Art. 153 ^ 17 was amended by section. 30, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.



Article 153 ^ 18
(1) Remuneration of Board members or the Supervisory Board is established by the memorandum or by decision of the general meeting of shareholders.


(2) additional remuneration of the members of the Board or the Supervisory Board charged with specific functions within the organ and executive remuneration in the unitary system, or members of the directorate, the dualist system, are determined by the Board of administration or the Board of supervisors. Incorporation or general meeting of shareholders fixes limits on the all remuneration granted in this way.


(3) Any other benefits can only be granted under par. (1) and (2).


(4) General Assembly or board of directors or supervisory board and, where applicable, the remuneration committee shall ensure, in determining remuneration or other benefits that they are justified in relation to specific duties of those persons and economic situation of the company.


----------
Art. 153 ^ 18 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 153 ^ 19


Board of Directors will request the Trade Register Office registration appointment of directors and any change in the person of the directors or managers and publish them in the Official Gazette of Romania, Part IV. The same obligation applies directorate on the registration of the first members of the Executive Board and any changes in the person directorate members or members of the supervisory board.
----------
Art. 153 ^ 19 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 20
(1) For the validity of decisions of the Board, the Executive Board or the Supervisory Board must be present at least half the members of each of these bodies, if the articles of association do not provide a higher number.


(2) resolutions of the Board, the Executive Board or the Supervisory Board shall be taken by a majority vote of members present. Decisions regarding the appointment or revocation of the presidents of these bodies shall be taken by a majority vote of the council.


(3) Members of the Board, the Executive Board or the Supervisory Board may be represented at meetings of that body only by other members. One present member can represent one absent member.


(4) The articles of association may provide that participation in meetings of the Board, the Executive Board or the Supervisory Board may be held by means of distance communication, stating their way. However, the articles may limit the kinds of decisions that can be taken in such circumstances and provide for a right to object to such a procedure for a specified number of members of that organ.



(5) The means of distance communication in para. (4) shall meet the conditions necessary for identification of participants, their effective participation in the deliberations of the council meeting and forwarded continuously.


(6) If the articles of association provide otherwise, Chairman of the Board or the Supervisory Board shall have a casting vote in case of equal votes. Can not have decisive vote who is chairman of the board, while director of the company.


(7) If the chairman in office of the Board, the Executive Board or the Supervisory Board can not or is prohibited from voting in the organ, other members will elect a chairman of the meeting, with the same rights the incumbent president.


(8) In case of a tie and if the president does not enjoy decisive vote, the proposal put to the vote shall be deemed rejected.


----------
Art. 153 ^ 20 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 21
(1) The articles of association may provide that, in exceptional cases, justified by the urgency and the interest of society, decisions of the Board or Executive Board may be taken by unanimous vote of the members expressed written without the need for a meeting of that organ.


(2) may not be used in the procedure laid down in para. (1) the decisions of the board of directors or annual financial statements relating to or from authorized capital.


----------
Art. 153 ^ 21 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 22
Board, directorate respectively, will enter into legal acts on behalf and on behalf of, by which to acquire or dispose of goods for this, lease, exchange or warranty goods to be owned by the company, whose value exceeds half of the book value of the company's assets on the closing date of the legal act only with the approval of the general meeting of shareholders given according to art. 115.
----------
Art. 153 ^ 22 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 23
Directors and board members or members of the directorate and the board of supervisors, are required to attend general meetings of shareholders.
----------
Art. 153 ^ 23 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 153 ^ 24
(1) If the board of directors or directorate notes that, following losses set by the annual financial statements approved by law, the company's net assets, calculated as the difference between total assets and its total debts, declined to less than half the subscribed capital will soon convene extraordinary general meeting to decide whether the company should be dissolved.


(2) The articles of association may determine that extraordinary general meeting to be convened even if a reduction in net assets less significant than that provided in par. (1), establishing the minimum level of net assets in relation to the share capital.


(3) The Board or directorship, will present extraordinary general meeting met par. (1) a report on the financial situation of the company, together with the observations of the auditors or, where applicable, the internal auditors. This report should be submitted at the company at least one week before the general meeting, to be inspected by any interested shareholder. In the extraordinary general meeting, board or directorate, will inform shareholders of any relevant facts occurring after the drafting of the report wrote.



(4) If the Extraordinary General Meeting decides not to dissolve the company, then the company is obliged, no later than the end of the financial year following that in which the losses were recorded and subject to art. 10 to proceed to reduce the share capital by an amount at least equal to the losses that could not be covered by reserves, if this time the net assets of the Company have been reconstituted up to a value at least equal to half of social capital.


(5) If not meeting the extraordinary general meeting in accordance with paragraph. (1) or if extraordinary general meeting could not validly deliberate nor second call, any interested person may appeal to demand dissolution of the company. Dissolution may be required and where the requirement imposed under paragraph. (4) is not respected. In either case the court may give the company a term not exceeding six months to rectify the situation. Company will not be dissolved unless reconstitution net assets to a value at least equal to half of the share capital is held until the judgment becomes final dissolution.


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Alin. (5) art. 153 ^ 24 was amended by section. 13, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.
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Art. 153 ^ 24 was introduced by section. 107, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 154


Repealed.
----------
Art. Section 154 was repealed. 108, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 155


(1) An action for damages against the founders, directors, officers or members of the Executive Board and the Supervisory Board and the auditors or financial auditors for damages caused to society by them in violation of their duties towards society, belongs to General Assembly which will decide the majority laid down in art. 112.


(2) The General Assembly shall appoint the person charged with the same majority to exercise legal action.


(3) When the general meeting deciding on the accounts, may take a decision on the liability of the directors or managers or members of the Executive Board and Supervisory Board, even if this issue is not on the agenda.


(4) If the general meeting decides to start action against the administrators or the directorate members, their mandate ceases as of the date of adoption of the decision and the general meeting or the supervisory board, will proceed to replace them.


(5) If the action is started against directors, they are suspended by law from office until a final decision.


----------
Alin. (5) art. Section 155 has been amended. 14, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(6) If the general meeting decides to start action for damages against members of the supervisory majority laid down in art. 115 par. (1) The mandate of those members of the supervisory board terminates law. The General Assembly will proceed to replace them.


(7) An action for damages against members of the Executive Board may be exercised and the supervisory board, following a decision by the council itself. If the decision is taken by a majority of two thirds of the total membership of the supervisory board, those members of the directorate's mandate ceases as supervisory board proceeding replaced.


----------
Art. Section 155 has been amended. 109, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 155 ^ 1


(1) If unable proceedings to liability under art. 155 or does not follow the proposal of one or more shareholders to initiate such action, shareholders representing, individually or together, at least 5% of the share capital entitled to bring an action for damages in his own name but on behalf of society, against any person referred to in art. 155 par. (1).


(2) persons exercising the right provided in par. (1) you must have already had shareholder on the date on which debated in the general assembly the action for liability issue.



(3) Costs will be borne by the shareholders who brought the action. In case of admission, the shareholders entitled to reimbursement of the amounts advanced by the company with the title.


(4) After a final court ruling upholding the application referred to in para. (1) general meeting of shareholders or the Board of Supervisors may decide Retiring directors, managers and supervisory board members or members of the directorate, and replace them.


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Alin. (4) art. 155 ^ 1 was amended by section. 15, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.
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Art. 155 ^ 1 was introduced pts. 110, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 156


Repealed.
----------
Art. Section 156 was repealed. 111, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 157


Repealed.
----------
Art. Section 157 was repealed. 111, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 158


Repealed.
----------
Art. Section 158 was repealed. 111, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Section IV financial audit, internal audit and auditors

Article 159


(1) Joint Stock Company will have three auditors and one alternate, if the articles of association do not provide a higher number. In all cases, the auditors must be an odd number.


(2) auditors are elected by the general meeting of shareholders. The term of office is three years and may be reelected.


(3) The auditors must exercise their mandate personally.


(4) On joint stock companies with majority state capital, one of the auditors is necessarily representative of the Ministry of Economy and Finance.


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Art. Section 159 has been amended. 31, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 160


(1) The financial statements of companies subject to statutory audit shall be audited by auditors - individuals or legal entities - under the conditions provided by law.


----------
Alin. (1) art. Section 160 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, replacing "commercial companies" with the word "society".
(1 1) JSCs opting, pursuant to art. 153, for a dual management system are subject to financial audit.
----------
Alin. (1 1) of art. 160 was introduced by section. 114, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no.
955 of 28 November 2006. (1 ^ 2) Joint stock companies whose financial statements are subject to financial audit, law or discretion in this regard, shareholders need not apply art. 159 par. (1) decision in this respect was taken by the general meeting of shareholders.
----------
Alin. (1 ^ 2) of art. Section 160 has been amended. 32, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) Companies whose financial statements are audited annual financial law or judgment shareholders will hold internal audit according to standards developed by the Chamber of Financial Auditors of Romania.


----------
Alin. (2) art. Section 160 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, replacing "commercial companies" with the word "society".

(3) The companies whose annual financial statements are not subject by law, financial audit, the Ordinary General Meeting of Shareholders will decide contracting financial audit and the appointment of auditors as appropriate.


----------
Alin. (3) art. Section 160 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, replacing "commercial companies" with the word "society".

Article 160 ^ 1


Board, directorate respectively, recorded in the trade register any change of auditors or auditors.
----------

Art. 160 ^ 1 was amended by section. 34, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 161


(1) auditors may be shareholders, except censor accounting expert who can be individual or third party exercising the profession in associative forms.


----------
Alin. (1) art. Section 161 has been amended. 35, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) can not be censors, and if they were elected decade of their mandate:


A) relatives up to the fourth degree including spouses or administrators;


B) persons receiving any form for other functions than to censor a salary or remuneration of the directors or the company or whose employers are in contractual relations or compete with it;


C) persons prohibited a Member of the Management Board or the Supervisory Board and the Executive Board pursuant to art. 73 ^ 1;


----------
Lit. c) the par. (2) art. 161 has been amended pt. 4 of art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009 which completes the art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007, pt. 35 ^ 1.

D) persons who, while exercising the powers conferred by this quality, have powers of control in the Ministry of Finance and other public institutions, except as required by law.


(3) The auditors are paid a fixed allowance, determined by articles of incorporation or the general meeting which appointed them.


Article 162


(1) In the event of death or legal impediment, termination or waiver of the mandate of an auditor, it will be replaced by an alternate.


(2) In the situation provided in par. (1) and where the number of auditors can not complete replacement by alternates remain in office or not any censor, administrators will convene an emergency general meeting to appoint a new auditor.


----------
Art. Section 162 has been amended. 36, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 163


(1) auditors are obliged to supervise the management of the company, to verify whether the financial statements are prepared in accordance with statutory records, if the latter are held regularly and if the property valuation was done according to the rules for preparing and presenting the financial.


----------
Alin. (1) art. Section 163 has been amended. 37, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) About however, and the proposals that they deem necessary regarding the financial statements and profit distribution, the auditors will present a detailed report to the General Assembly. The manner and procedure for reporting internal auditors are established by standards developed by the Chamber of Financial Auditors of Romania.


----------
Alin. (2) art. Section 163 has been amended. 37, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(3) The General Assembly may approve annual financial statements unless they are accompanied by the auditors' report and, where applicable, auditors.


(4) Repealed.


----------
Alin. (4) art. Section 163 was repealed. 119, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(5) The auditors or, where appropriate, internal auditors will notify board members in administration irregularities and violations of the laws and Articles of Association which they discover and significant cases will notify the General Assembly .


----------
Alin. (5) art. Section 163 has been amended. 118, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 164


(1) The auditors are entitled to obtain every month from administrators situation about going operations.


(2) Repealed.


----------
Alin. (2) art. Section 164 was repealed. 120, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.


(3) It is forbidden to communicate censors shareholders or third parties in particular data on the company's operations, found during their term of office.


Article 164 ^ 1


(1) Any shareholder is entitled to claim censors facts that we believe should be censored and they will be considered in preparing the report to the General Assembly.


(2) Where a complaint is made by shareholders representing, individually or together, at least 5% of share capital or less, if articles of association so requires, auditors are required to determine. If you will appreciate that the claim is justified and urgent, they are obliged to immediately convene a general meeting and submit its comments to. Otherwise, they should question the claim to the first meeting. The General Assembly should take a decision on those claimed.


(3) For companies where internal auditors were appointed according to the law, any shareholder has the right to claim these facts which I believe to be checked. Internal auditors will have regard to the preparation of the report by the board or the supervisory board. If the complaint is made by shareholders representing, individually or together, at least 5% of share capital or a smaller share if the articles of association so requires, internal auditors are required to check the facts complained, and if they are confirmed It is recorded in a report to be communicated to the board of directors or the supervisory board, and provided general meeting; In this case, the board of directors or supervisory board must convene a general meeting.


----------
Art. 164 ^ 1 was introduced pts. 121, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 165


(1) In order to fulfill the obligation referred to in Art. 163 par. (2) the auditors will deliberate together; But it will be done, in case of disagreement, separate reports that will be submitted to the General Assembly.


(2) For other obligations imposed by law, the auditors will work separately.


(3) The auditors will go into a special register their deliberations and findings made in carrying out their mandate.


Article 166


(1) The extent and effects auditors' liability rules are determined by the mandate.


(2) Revocation of them can be made only by the general meeting voting at the extraordinary meetings requested.


(3) The provisions of art. 153 ^ 73 and 16 also applies to auditors.


----------
Alin. (3) art. 166 amended by section. 5 of art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009 which amends section. 38, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Section V


About issuing bonds
Article 167


(1) The nominal value of bonds may not be less than 2.5 lei.


----------
Alin. (1) art. Section 167 has been amended. 122, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) of the same issue bonds must be of equal value and grant equal rights to their holders.


(3) The bonds may be issued in material form, on paper or dematerialized, registered to the account.


Article 168


Repealed.
----------
Art. Section 168 was repealed. 123, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 169


Repealed.
----------
Art. Section 169 was repealed. 123, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 170


(1) Subscription bonds will be made on copies of the prospectus.


(2) The value of bonds subscribed must be fully paid.


(3) Amounts bonds shall include the data provided in the capital market legislation.


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Alin. (3) art. Section 170 has been amended. 124, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(4) Amounts will be signed in accordance with art. 93 para. (4).


(5) The nominal value of bonds convertible into shares will be equal to the shares.


Article 171



(1) Holders of bonds may meet in general assembly to deliberate on their interests.


(2) meeting will be convened at the expense of the issued bonds at the request of a number of holders representing a fourth of the issued and outstanding securities or after the appointment of representatives of the bondholders, at their request.


(3) The provisions laid down for an ordinary meeting of shareholders also applies bondholders meeting in the forms, conditions, convening terms, titles depositing and voting.


(4) the issuing company may not participate in deliberations of the meeting of bondholders, based on bonds they own.


(5) Holders of bonds may be represented by agents other than directors, officers or members of the directorate, board of supervisors or auditors or civil society.


----------
Alin. (5) art. Section 171 has been amended. 125, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 172


(1) Assembly can legally constituted bondholders:


A) to appoint a representative of holders of bonds and one or more alternates, with the right to represent to society and justice, setting remuneration; they can not take part in management of the company, but may attend its general meetings;


B) to perform all acts of supervision and defending their common interests or authorize a representative of their fulfillment;


C) to establish a fund that will be taken of interest due to holders of bonds to meet the costs necessary for the defense of their rights, establishing at the same time, rules for the administration of this fund;


D) to oppose any amendment of the constitutive act or loan conditions that might undermine the rights of bondholders;


E) to decide on issuing new bonds.


(2) The decisions of the meeting will be made known to the company within 3 days of their adoption.


Article 173


To validate the proceedings provided for in art. 172 par. (1) a), b) and c) the decision shall be taken by a majority representing at least one-third of the shares issued and outstanding; in other cases it must be present in the meeting of holders representing at least two thirds of the shares outstanding and the favorable vote of at least four-fifths of the shares represented at the meeting.

Article 174


(1) The decisions taken by the meeting of bondholders are mandatory for holders who did not attend the meeting or voted against.


(2) The decisions of the bondholders may be challenged in court by holders who did not attend the meeting or voted against and asked to insert it in the minutes of the meeting, the deadline and the effects shown in art. 132 and 133.


Article 175


Legal action against the company's bond holder is not admissible if it has the same purpose as the action brought by the bondholders or contrary to a decision of the meeting of bondholders.

Article 176


(1) shall be reimbursed by the issuing company bonds at maturity.


(2) Prior to maturity, the bonds of the same issue and the same amount can be repaid by drawing lots at an amount higher than their nominal value, set by the company and publicly announced at least 15 days before the date of drawdown lots.


(3) Convertible bonds exchangeable into shares of the issuing company, the conditions of the public offer prospectus.


Section VI

About the company books and the annual financial statements

Article 177


(1) In addition to records provided by law, joint stock companies should take:


A) a register of shareholders showing, where appropriate, the name, identification number, name, domicile or registered shareholders with shares, and payments made on behalf of the shares. Evidence shares traded on a regulated market / alternative trading system is compatible with the capital market legislation;


----------
Lit. a) par. (1) art. Section 177 has been amended. 126, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.


B) a register of meetings and deliberations at general meetings;


C) a record of the hearing and deliberations of the Board, namely the directorate and supervisory board;


----------
Lit. c) the par. (1) art. Section 177 has been amended. 126, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

D) repealed;


----------
Lit. d) of par. (1) art. Section 177 was repealed. 127, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

E) a record of the proceedings and findings of the auditors and, where applicable, internal auditors, in the exercise of their mandate;


----------
Lit. e) of para. (1) art. Section 177 has been amended. 126, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

F) a register of bonds, showing total bonds issued and those redeemed, and the name and surname, name, domicile or registered holders when they are registered. Records bonds issued in dematerialized form and traded on a regulated market or an MTF will be held under capital market law;


----------
Lit. f) of paragraph. (1) art. Section 177 has been amended. 126, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

G) any other registers provided for by special laws.


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Lit. g) of para. (1) art. 177 was introduced by section. 128, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) The records referred to in para. (1) a), b) and f) shall be kept by the care of the Board, the Executive Board respectively, that provided in subparagraph c) care body concerned, that provided in subparagraph e) care auditors or, where appropriate, internal auditors; records referred to in para. (1) g) shall be held as provided in the relevant legislative acts.


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Alin. (2) art. Section 177 has been amended. 129, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 178


(1) managers or members of the directorate, or, where appropriate, entities which keep records of shareholders as required by law obliged to provide shareholders and any other applicants information on the ownership structure of that company and to issue, on request at their expense, certificates of data.


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Alin. (1) art. Section 178 has been amended. 39, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) are also obliged to provide shareholders and bondholders, the same conditions referred to in art books. 177 par. (1) b) and f).


Article 179


Register of shareholders and register of bonds can take manual or computerized system.

Article 180


(1) The Company may contract with a private company independent registrar keeping the register of shareholders and performing computerized records and other operations related to this registry.


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Alin. (1) art. Section 180 was amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(2) preceding paragraph shall apply accordingly, and the register of bonds.


(3) Keeping the register of shareholders and / or to register bonds by a company independent register is mandatory in cases provided by law.


(4) If the shareholder register is held by a company authorized independent register is mandatory to mention the commercial register of the company and its headquarters, as well as any changes on those identifications.


Article 181


Board or directorship must present auditors, internal auditors and financial auditors respectively, with at least 30 days before the day fixed for the annual general assembly meeting for the previous year, accompanied by their report and documents.
----------

Art. Section 181 has been amended. 131, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 182


(1) The annual financial statements will be prepared under the conditions provided by law.


(2) The Company's annual financial statements will be audited or audited by law.


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Alin. (2) art. Section 182 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

Article 183


(1) the company's profit will be taken each year, at least 5% for the formation of the reserve fund until it reaches at least one fifth of the share capital.


(2) If the reserve fund after the constitution, decreased for any reason, will be completed in compliance with par. (1).


(3) It also includes the reserve fund, even though it amounted provided in par. (1), the surplus by selling shares at a rate higher than their nominal value, if this surplus is used to pay for broadcast or depreciation.


(4) The founders will participate in profit, if so provided in the memorandum or, in the absence of such provisions, approved by the Extraordinary General Meeting.


(5) In all cases, participation conditions will be established by the General Assembly for each financial year.


Article 184


(1) The report of the auditors or, where appropriate, the financial auditor remains deposited at the company and at branches during the 15 days preceding the general meeting, to be consulted by the shareholders.


(2) Upon request, the board of directors or the directorship, issue copies of these documents to shareholders. Amounts charged for the children can not exceed the administrative costs of providing them.


----------
Art. Section 184 has been amended. 132, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.


Article 185 *)

(1) Under the terms of the Accounting Law no. 82/1991, board of directors or directorate is obliged to submit to the territorial units of the Ministry of Finance, in paper and electronic form or only in electronic form, having attached an extended electronic signature, the annual report their financial auditors 'report and the auditors' report, as appropriate.


(2) Board of Directors, respectively societăţiimamă directorate, defined as the applicable accounting regulations, is obliged to submit the territorial units of the Ministry of Finance copies of the annual consolidated financial statements, the provisions of par. (1) to be applied properly.


(3) For the purpose of legal advertising, Ministry of Finance transmitted electronically to the National Trade Register Office copies of the following documents in electronic form: the annual financial statements and, where applicable, the consolidated financial statements, report and where appropriate, consolidated report of the Board of Directors or of the board, the auditors' report or the report of the statutory auditors and conduct economic and financial indicators required legal advertising. Legal advertising is done by mentioning the trade registry of filing annual financial statements together with the management board or of the board, the censors or financial auditors' report, and by publishing financial indicators extracted from them.


(4) Companies that have an annual turnover of over 10 million are required to publish in the Official Gazette of Romania, Part IV, an announcement confirming the submission of the documents provided in par. (1).


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Alin. (4) art. Section 185 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(5) For companies whose annual turnover not exceeding 10 million lei, the notice referred to in para. (4) it will be published for free on the website of the National Trade Register Office.


----------

Alin. (5) art. Section 185 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(6) Ministry of Finance and National Trade Register Office will sign a cooperation protocol for transmission electronically, children and information in para. (3) and (5).


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Art. 185 has been amended pt. 1 of art. I of the Emergency Ordinance no. 90 of 29 September 2010, published in the Official Gazette no. 674 of 4 October 2010.

Article 186


Approval of annual financial statements by the General Assembly not preclude action for damages, in accordance with Art. 155.
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Art. Section 186 has been amended. 134, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Chapter V


companies limited by shares
Article 187


Provisions of this Chapter shall be supplemented by rules on limited companies, except those related to dual management system.
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Art. Section 187 has been amended. 41, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 188


(1) The management company is entrusted to one or more partners with unlimited.


(2) the general partners will apply the provisions laid down in art. 80-83 and limited partners the art. 89 and 90.


Article 189


(1) company limited by shares, the managers could be dismissed by the general meeting of shareholders, by a decision taken by the majority laid for extraordinary meetings.


(2) The General Assembly, by the same majority, elect another person instead administrator revoked died or ceased fulfilling his mandate.


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Alin. (2) art. Section 189 has been amended. 42, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(3) The appointment must be approved by the other directors, if there are more.


(4) The new manager becomes an active partner.


(5) unlimited dismissed manager remains liable to third parties for the obligations it has contracted during his administration, but may exercise recourse action against the company.


Article 190


General partners who are administrators can not take part in the deliberations of the General Assembly for election of auditors or, where appropriate, financial auditor, even if they have shares in the company.
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Art. Section 190 has been amended. 136, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Chapter VI Limited liability companies

Article 191


(1) Decisions shall be taken in a general meeting of members.


(2) The articles of association may determine that voting can be done by mail.


Article 192


(1) General Assembly decide by vote representing an absolute majority of members and shares in unless the articles of association provide otherwise.


(2) resolutions to amend the articles of incorporation with the necessary vote of all members, unless the law or the articles of association provide otherwise.


Article 193


(1) Each Party Social entitles to one vote.


(2) An associate may not exercise its right to vote at the shareholders meeting deliberations regarding his contribution in kind or the legal documents concluded between them and society.


(3) If legally constituted can not make a valid decision due to non-required majority, the assembly convened again to decide the agenda whatever the number of shareholders and the share capital represented by associations present.


Article 194


(1) The general meeting of shareholders has the following main obligations:


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The introductory paragraph. (1) art. Section 194 has been amended. 137, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

A) approve the accounts and determine the allocation of net profit;



B) appoint directors and auditors, to revoke his / sack and give them discharge activity and financial audit contracting to decide when it is not binding by law;


----------
Lit. b) to par. (1) art. Section 194 has been amended. 43, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

C) it decides the administrators and auditors for damages caused society, designating the person responsible exercise;


----------
Lit. c) the par. (1) art. Section 194 has been amended. 43, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

D) amend the articles of association.


(2) In the latter case, if the articles of association provide for the right of withdrawal of the shareholder because it does not agree with the amendments thereto, the provisions of art. 224 and 225.


Article 195


(1) Managers are obliged to convene the meeting of shareholders at the registered office at least once a year or whenever necessary.


(2) A shareholder or a number of associates representing at least a quarter of the share capital may request the convening of the general meeting, indicating the purpose of this convocation.


(3) convocation will be in the form prescribed in the memorandum, absent a specific provision, by registered mail at least 10 days before the day fixed for holding it, showing the agenda.


Article 196


Provisions provided for JSCs in the right to appeal decisions of the general meeting shall also apply to companies with limited liability within the 15 days specified in art. 132 par. (2) following the flow of the date on which the shareholder became aware of the decision of the general meeting that attack.

Article 196 ^ 1


(1) Where a limited liability company with sole shareholder, will exercise powers of general meeting of shareholders of.


(2) The sole will be recorded immediately in writing of any decision taken in accordance with paragraph. (1).


(3) The sole may be an employee of the limited liability company whose sole shareholder is.


----------
Alin. (3) art. 196 ^ 1 was amended by section. 44, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(4) deleted.


----------
Alin. (4) art. 196 ^ 1 has been removed by repealing section. 45, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007 by the section. 6 of art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009.
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Art. 196 ^ 1 was introduced pts. 138, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 197


(1) The Company is managed by one or more directors, associates or non-member, appointed by the memorandum or the General Assembly.


(2) Administrators can not get without the authorization of the shareholders' meeting, the office of director in other companies competing on the same subject or activity, or to do the same kind of trade or another competitor on their own or on behalf of another person or legal, under penalty of revocation and liability for damages.


(3) The provisions of art. 75, 76, 77 para. (1) and 79 shall apply to limited liability companies.


(4) The provisions regarding the management of joint stock companies are not applicable to limited companies, whether or not subject to auditing.


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Alin. (4) art. 197 was introduced by pt. 7 of art. LAW no unique. 88 of 8 April 2009 published in the Official Gazette no. 246 of 14 April 2009 complements art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007, pt. 45 ^ 1.

Article 198


(1) The company must take by care managers, a register of shareholders, which will be included, as appropriate, name, name, address or registered office of each associate, his part of the share capital, transfer of shares or any other modification thereto.


(2) The directors personally liable and severally liable for any damage caused by failure to comply with the provisions of par. (1).


(3) The register may be investigated by the shareholders and creditors.


Article 199



(1) The provisions of art. 160 par. (1), para. (1 ^ 2) and paragraph. (2) and art. 160 ^ 1 applies accordingly.


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Alin. (1) art. Section 199 has been amended. 46, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) The companies not included in Art. 160 par. (1) Assembly members may appoint one or more auditors or an auditor.


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Alin. (2) art. Section 199 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(3) If the number of members passing 15, appointment of auditors is required.


(4) The provisions referred to the censors limited companies apply to auditors of limited liability companies.


(5) lack of auditors or, where appropriate, financial auditor, each of the partners, which is manager of the company, will exercise the right to control that associations have in general partnerships.


----------
Alin. (5) art. Section 199 has been amended. 139, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 200


The limited liability company may not issue bonds.

Article 201


(1) The financial statements will be prepared on rules for joint stock company. Following approval by the general meeting of shareholders, the directors will be submitted to the trade register within 15 days from the day of the meeting, copies of the annual financial statements in accordance with Accounting Law no. 82/1991, to be published in accordance with art. 185.


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Alin. (1) art. Section 201 has been amended. 140, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) the provisions of reserve funds in company stock, like those concerning the capital reduction, apply and limited liability companies.


Article 202


(1) The shares may be transferred between partners.


(2) Transmission to persons outside the company is allowed only if approved by the shareholders representing at least three quarters of the capital.


(2 ^ 1) The decision of the shareholders' meeting adopted under par. (2) shall be submitted within 15 days from the Trade Register, to be mentioned in the Register and published in the Official Gazette of Romania, Part IV.
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Alin. (2 ^ 1) of art. 202 was introduced by pt. 2 of art. Emergency Ordinance No. XIII. 54 of 23 June 2010, published in the Official Gazette no.
421 of 23 June 2010. (2 ^ 2) the Trade Register will immediately transmit electronically, the decision under par. (2 ^ 1) National Revenue Agency and the county general directorates of public finance and Bucharest.
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Alin. (2 ^ 2) of art. 202 was introduced by pt. 2 of art. Emergency Ordinance No. XIII. 54 of 23 June 2010, published in the Official Gazette no.
421 of 23 June 2010. (2 ^ 3) Social creditors and any other person harmed by the shareholders' decision concerning the transfer of the shares may file an opposition request requiring the court to oblige, as appropriate, company or association in damages, and, if necessary, engage the civil liability of the shareholder intending to sell his shares. The provisions of art. 62 shall apply accordingly.
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Alin. (2 ^ 3) of art. 202 was introduced by pt. 2 of art. Emergency Ordinance No. XIII. 54 of 23 June 2010, published in the Official Gazette no.
421 of 23 June 2010. (2 ^ 4) The transfer of shares will operate in the absence of opposition, the expiry of opposition referred to in Art. 62, and if an opposition was filed, the date of notification of the decision rejecting it.
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Alin. (2 ^ 4) art. 202 was introduced by pt. 2 of art. Emergency Ordinance No. XIII. 54 of 23 June 2010, published in the Official Gazette no. 421 of 23 June 2010.

(3) The acquisition of shares through succession, the provisions of par. (2) do not apply if the articles of association provide otherwise; In the latter case, the company is obliged to pay social party to heirs according to the last balance sheet approved.



(4) Where would exceed the maximum legal number of associates due to the successors, they will be obliged to designate a number of holders that will not exceed the legal maximum.


(5) Para. (2) are applicable to the mortgage on the shares, but only in terms of its constitution.


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Alin. (5) art. 202 was introduced by pt. 4 of art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

Article 203


(1) Transmission of shares must be registered in the trade register and the register of shareholders of the company.


(2) The transfer is effective against third parties only when registered in the trade register.


(3) Document for transfer of shares and the updated articles of incorporation with the identification of new shareholders shall be deposited with the Trade Register and is subject to registration in the trade register in accordance with Art. 204 par. (4).


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Alin. (3) art. 203 was introduced by pt. 3 of Art. Emergency Ordinance No. XIII. 54 of 23 June 2010, published in the Official Gazette no. 421 of 23 June 2010.



Title IV Amendment of the articles of incorporation

Chapter I General Provisions



Article 204


(1) Articles of Incorporation may be amended by decision of the General Meeting or the Board or the Executive Board, adopted pursuant to art. 114 par. (1) or by decision of the court, under art. 223 par. (3) and art. 226 par. (2).


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Alin. (1) art. Section 204 has been amended. 47, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) authentic form of the amending act adopted associates mandatory when covers:


A) capital increase through subscription as a contribution in kind of a building;


----------
Lit. a) par. (2) art. Amended by section 204. 6 of art. 10 Section 3, Cap. II of Law no. 71 of 3 June 2011, published in Official Gazette no. 409 of 10 June 2011.

B) change of legal form of the company in a general partnership or limited partnership;


C) capital increase through public subscription.


(3) The provisions of art. 17 para. (1) applies if the name change or in the pursuit of a limited liability company with sole shareholder.


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Alin. (3) art. Section 204 has been amended. 141, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(4) After every amendment to the articles of incorporation, directors or directorate will submit the Trade Register Act modifying and full text of articles of association, updated with all modifications, will be registered under the delegated judge's conclusion, unless stipulated in art. 223 par. (3) and art. 226 par. (2) when the registration will be based on the final decision of exclusion or withdrawal.


----------
Alin. (4) art. Section 204 has been amended. 16, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(5) Trade Register Office shall propose such modifier act recorded and notified of the filing of articles of incorporation to the updated text Autonomous «Official Gazette», to be published in the Official Gazette of Romania, Part IV at the expense of society.


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Alin. (5) art. Section 204 has been amended. 141, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(6) Act modifying the constitutive act of a general partnerships or limited partnerships, the authentic, shall be deposited with the Trade Register, the provisions of paragraphs. (4), and mentioned in the register, without having to publish it in the Official Gazette of Romania, Part IV.


----------
Alin. (6) of art. Section 204 has been amended. 141, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(7) In the updated par. (4) can omit the name and other identifying data of the founders and first members of a company organ.


----------
Alin. (7) of art. Section 204 has been amended. 141, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(8) Repealed.


----------

Alin. (8) art. Section 204 was repealed. 48, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(9) Failure is allowed only if they have passed at least 5 years from the date of registration of the company and only if the articles of association provide otherwise.


Article 205


Change in shape society, prolonging her or other changes in the articles of association of the company attract not create a new legal person.

Article 206


(1) private creditors of the partners in a general partnership, limited partnership or limited liability opposition can do in terms of art. 62, against the decision of the shareholders' meeting to extend the duration of the company than within the original period, if rights established by a previous judgment enforceable.


(2) When the opposition was upheld, associations must decide, within one month from the date on which the judgment became final, if I understand to give up or to exclude the extension associate company debts to the opponent.


----------
Alin. (2) art. Section 206 has been amended. 17, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(3) In the latter case, the debtor shareholder rights due will be calculated based on the last approved balance sheet.


Chapter II


reduction or capital increase
Article 207


(1) The share capital may be reduced by:


A) decreasing the number of shares;


B) decreasing the nominal value of shares or shares;


C) acquisition of own shares, followed by their cancellation.


(2) The share capital may be reduced when reduction is not motivated by losses through:


A) total or partial exemption associations of payments due;


B) return to shareholders a share of contributions, commensurate with the capital reduction and calculated equal shares each;


C) other means provided by law.


Article 208


(1) The share capital decrease will be only after a period of two months from the day the judgment was published in the Official Gazette of Romania, Part IV.


(2) The decision will have to meet minimum capital, where the law secures it to show the reasons for the decrease and the process will be used to make them.


(3) the company's creditors whose claims predate the publication of the decision will be entitled to obtain security for claims which have not fallen due by the date of that publication. They have the right to oppose against this judgment in accordance with art. 62.


----------
Alin. (3) art. Section 208 has been amended. 142, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(4) Reduction of capital has no effect and does not make payments to shareholders until the creditors will not be obtained or appropriate safeguards realization of their claims or the date on which the court rejected as inadmissible or creditors, saying that the company has provided adequate safeguards creditors or that, taking into account the company's assets, guarantees are not necessary creditor dismissed as unfounded and the judgment became final.


----------
Alin. (4) art. Section 208 has been amended. 18, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(5) At the request of the company's creditors whose claims predate the publication of the judgment, the court may oblige the company to provide guarantees appropriate if reasonable, we can say that the reduction of capital affect the chances of covering the receivables and the company It did not give guarantees to creditors, according to para. (3).


----------
Alin. (5) art. 208 was introduced by art. LAW no unique. 284 of 14 November 2008, published in Official Gazette no. 778 of 20 November 2008, which complements art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008, pt. 3 ^ 2.

Article 209


When the company issued bonds, it should be possible not to reduce the share capital through refunds made to shareholders of amounts reimbursable in shares than in proportion to the value of bonds redeemed.

Article 210



(1) The share capital may be increased by issuing new shares or by increasing the nominal value of the existing shares in exchange for new contributions in cash and / or kind.


(2) Also, the new shares are released by incorporation of reserves, except legal reserves and the profits or issue premiums, or by compensating certain liquid and payable debts on the company with its shares.


(3) revaluation gains will be included in reserve assets without increasing the share capital.


(4) Increasing capital by increasing the nominal value of shares may only be decided by the vote of all shareholders, unless it is through incorporation of reserves, profits or share premiums.


Article 211


Repealed.
----------
Art. Section 211 was repealed. 49, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 212


(1) The Company may increase its share capital, in accordance with provisions for the formation of the company.


(2) In case of public subscription prospectus bearing the authentic signatures of two of the board members, and between members of the directorate will be submitted to the commercial register for the formalities provided for in art. 18 and will include:


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Enacting a par. (2) art. Section 212 has been amended. 50, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

A) date and number of company registration in the trade register;


B) the name and address of the company;


C) the share capital subscribed and paid up;


D) name and surname administrators or members of the Executive Board and Supervisory Board, auditors or, where appropriate, financial auditor, and their homes;


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Lit. d) of par. (2) art. Section 212 has been amended. 144, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

E) approved last financial statement, the censors or financial auditors' report;


F) dividends paid in the last 5 years or the constitution, if, at this time has been more than 5 years;


G) bonds issued by the company;


H) the decision of the general meeting regarding the new share issue, the total value of the number and nominal value, their way, relations regarding the consideration other than cash and benefits accorded to them and the date from which will pay dividends.


(3) The acceptor may invoke the nullity of the prospectus which does not contain all the particulars shown, if not exercised in any way the rights and obligations of shareholders.


Article 213


A company's share capital increase through public offering of securities and / or by allowing shareholders to trade their preferential rights on the capital market is subject to the legislation of the capital market.
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Art. Section 213 has been amended. 145, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 214


In case of capital increase through public offering, administrators or members of the directorate, are jointly liable for the accuracy those set forth in the prospectus, the publications made by the company or requests to the Trade Register Office, in accordance with the law on the capital market.
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Art. Section 214 has been amended. 51, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 215


(1) If the capital increase is made by contribution in kind, the general meeting decided that it will propose the appointment of the judge delegated to one or more experts to assess these contributions, in terms of art. 38 and 39.


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Alin. (1) art. Section 215 has been amended. 147, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(1 1) If the capital increase is carried out for a merger or division and to make, if any, cash payments to shareholders / associates acquired company or divided, it is not necessary to draw up the report provided par. (1) if the merger or division was under examination by an independent expert in accordance with Art. 243 ^ 3 par. (1) - (4).
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Alin. (1 1) of art. Section 215 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(2) The contributions receivables are not admitted.


(3) After submitting the report, the Extraordinary General Meeting convened again, given the expert may decide a capital increase.


(4) The decision of the general meeting shall include the description of contributions in kind, they carry names of persons and number of shares to be issued in exchange.


Article 216


(1) Shares issued for capital increase will be offered for subscription primarily to existing shareholders in proportion to the number of shares they own.


(2) The exercise of pre-emptive rights can be achieved only within the term decided by the general meeting or the board of directors or directorate under Art. 220 ^ 1 par. (4) if the constitutive act stipulates otherwise. In all cases, the deadline for exercising pre-emptive rights can not be less than one month from the date the decision of the general meeting that the decision board / directorate in the Official Gazette of Romania, Part IV. Beyond that date, the shares may be offered for public subscription.


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Alin. (2) art. Section 216 has been amended. 52, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(3) Any capital increase carried out in violation of this article is voidable.


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Art. Section 216 has been amended. 148, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 216 ^ 1


Shareholders have a preference right when the company issues convertible bonds. The provisions of art. 216 shall apply accordingly.
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Art. 216 ^ 1 was introduced pts. 149, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 217


(1) The right of preference shareholders may be limited or only by the decision of the extraordinary general meeting of shareholders.


(2) The Board or directorship, will provide extraordinary general meeting of shareholders a written report specifying the reasons for limiting or pre-emptive rights. This report will also explain how to determine the value of the shares.


(3) The decision will be taken in the presence of shareholders representing three quarters of the subscribed share capital by a majority of shareholders present.


(4) The decision will be submitted to the Trade Register Office by the Board or by the directorate to mention the Trade Register and publication in the Official Gazette of Romania, Part IV.


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Art. Section 217 has been amended. 150, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 218


Repealed.
----------
Art. Section 218 was repealed. 151, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 219


(1) Judgment of the General Assembly on the capital increase takes effect only if it is accomplished within one year from the date of adoption.


(2) If the proposed capital increase is not fully subscribed, the capital will be increased in the amount of subscriptions received only if the conditions of the issue so provide.


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Art. Section 219 has been amended. 152, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 220



(1) Shares issued for cash contributions will be paid on the day, by at least 30% of their nominal value and fully later than 3 years after its publication in the Official Gazette of Romania, Part IV, of the resolution of the general meeting.


(2) Within the same period will be paid shares issued in exchange for contributions in kind.


(3) When you set an issue premium, it must be fully paid on the day.


(4) The provisions of art. 98 para. (3) and art. 100 remain applicable.


Article 220 ^ 1


(1) The articles of association, board or directorate, may be authorized, in a certain period, not exceeding 5 years from the date of registration of the company, to increase the subscribed share capital by a nominal value determined (authorized capital) by issuing new shares in exchange for contributions.


(2) Such authorization may be granted and the general meeting of shareholders, by amending the statute for a certain period, not exceeding 5 years from the date of registration of the amendment. Incorporation may increase the quorum requirements for such a change.


(3) The nominal value of the authorized capital may not exceed half of the subscribed share capital existing at the time of authorization.


(4) The authorization granted in par. (1) - (3), board or directorate, may be conferred the power to decide restriction or emptive rights of existing shareholders. This authorization is granted board or directorate, by the general meeting, the quorum and majority requirements laid down in art. 217 par. (3). The Administrative Council, the Executive Board respectively, on the restriction or emptive rights shall be filed with the Trade Register, to mention the Trade Register and publication in the Official Gazette of Romania, Part IV.


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Alin. (4) art. 220 ^ 1 was amended by section. 53, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
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Art. 220 ^ 1 was introduced pts. 153, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 221


Limited liability company can increase its share capital, in ways and sources provided in art. 210.
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Art. Section 221 has been amended. 54, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Title V


EXCLUSION AND WITHDRAWAL
Article 222


(1) may be excluded from society partnerships, limited partnerships or limited liability companies:


A) associate who, in default, to not make the contribution required;


B) partners with unlimited liability in bankruptcy or has legally lost its rights;


C) partners with unlimited liability that mix with the administration or law contradicts Article. 80 and 82;


D) associate administrator who commits fraud to the detriment of society or social or signature serves the capital for his benefit or others.


(2) The provisions of this Article shall apply to general partners in limited partnership by shares.


Article 223


(1) Excluding decides by court order at the request of the company or any associate.


(2) When the exclusion is requested by a partner, and the partner company will quote defendant.


(3) As a result of the exclusion, the court will decide by the same judgment, and on the structure of participation in the share capital of the partnership.


(3 ^ 1) The decision by the court ruling on the request for exclusion is subject only to appeal.
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Alin. (3 ^ 1) of art. 223 was introduced by pt. 19, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(4) The final decision of exclusion shall be filed within 15 days at the Trade Register Office to be entered in the register and the judgment is published on the company's request, the Official Gazette of Romania, Part IV a.


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Alin. (4) art. Section 223 has been amended. 20 art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 224



(1) excluded associate is responsible for losses and is entitled to benefits until the day of his exclusion, but can not require their liquidation until they are not distributed according to the association.


(2) excluded associate is not entitled to a proportionate share of the social heritage, but only to a sum of money representing its value.


Article 225


(1) excluded associate remain liable to third parties for transactions made by the company until the day the judgment becomes final exclusion.


(2) If, when exclusion, operations are being performed, the partner is obliged to bear the consequences and not be able to withdraw from his due until after those operations.


Article 226


(1) The associate in society partnerships, limited partnerships or limited liability company may withdraw from society:


A) in the cases provided for in the memorandum;


A ^ 1) in the cases provided for in art. 134;
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Lit. a ^ 1) of par. (1) art. 226 was introduced by pt. 4 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

B) with the consent of all other partners;


C) unless otherwise specified in the memorandum or when not achieved unanimous agreement associate can withdraw for good reasons, based on a decision of the tribunal, subject only to appeal.


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Lit. c) the par. (1) art. Section 226 has been amended. 21, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.
(1 1) The right of withdrawal may be exercised in cases under par. (1) a) and b) within 30 days from the date the decision of the general meeting of shareholders in the Official Gazette of Romania, Part IV. The provisions of art. 134 par. (2 ^ 1) shall apply accordingly.
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Alin. (1 1) of art. 226 was introduced by pt. 5 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(2) In the situation provided in par. (1) c) the court shall order, in the same judgment, and on the structure of participation in the share capital of the partnership.


(3) shareholder rights withdrawn due for its shares shall be determined by agreement associates or by an expert appointed by them or, in case of disagreement, the court. Evaluation costs will be borne by the company.


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Alin. (3) art. Section 226 has been amended. 6 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.



Title VI Dissolution, merger and division of companies
dissolution, merger and division of companies
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Title Title VI amended by section. 31 art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

Chapter I Dissolution


companies
Article 227


(1) The company is dissolved by:


A) passing the time set for the company;


B) the impossibility of achieving the object of the company or its implementation;


C) the declaration society;


D) the decision of the General Assembly;


E) the decision of the court at the request of any associate for justified reasons, such as serious disagreements between members, which impede the functioning of society;


F) the bankruptcy of the company;


G) other causes provided by law or the articles of association of the company.


(2) In the case under para. (1) a) associations should be consulted by the Board of Directors, respectively Directorate at least three months before the expiration of society, on the possible extension thereof. In short, at the request of any of the partners, the court may, in the end, the consultation in accordance with art. 119 par. (3).


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Alin. (2) art. Section 227 has been amended. 154, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) If the procedure laid down in para. (2) is not fulfilled, the expiry of the memorandum referred to any interested person or the National Trade Register Office can notify the judge delegated to declare the dissolution of society.


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Alin. (3) art. 227 was introduced by pt. 4 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

(4) Liquidation and dissolution of the undertaking is carried out according to art. 237 par. (6) - (10).


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Alin. (4) art. 227 was introduced by pt. 4 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 228


(1) Joint Stock Company is dissolved:


A) when and under Art. 153 ^ 24;


B) if and to the requirements of Art. 10 para. (3).


(2) Para. (1) a) shall apply accordingly and the limited liability company.


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Alin. (2) art. Section 228 was introduced. 55, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.
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Art. Section 228 has been amended. 155, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 229


(1) general partnerships or limited liability companies are dissolved through bankruptcy, failure, exclusion, withdrawal or death of members, when, due to these reasons, the number of members was reduced to one.


(2) Exception event when clause in the memorandum there still remained the heirs or when the partner decides continued existence of the company form a limited liability company with sole shareholder.


(3) The provisions of the preceding paragraphs shall also apply to limited partnerships or limited liability, if those causes concern or sole general partner general partner.


Article 230


(1) general partnerships, if one partner dies and if there is agreement to the contrary, the company should pay the due share to the heirs after the last balance sheet approved, within three months of notification of death of the associate, if the remaining associations prefer not to continue with the heirs society consenting thereto.


(2) Para. (1) shall apply to limited partnerships, in case of death of one of the general partners, unless when his heirs do not prefer to remain in society as such.


(3) The heirs remain liable under Art. 224, until the publication of the changes.


Article 231


(1) In case of dissolution by court society members, they will return the majority required to amend the articles of incorporation, their mind, as long as there was no distribution of assets.


(2) The new decision referred to in the trade register after the Trade Register will send the Official Gazette of Romania, for publication in Part IV of the expense of society.


(3) Creditors and any interested party can oppose in court against the decision, under article. 62.


Article 232


(1) The dissolution of companies must be registered with the Trade Register and published in the Official Gazette of Romania, Part IV, unless provided for in art. 227 par. (1) a).


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Alin. (1) art. Section 232 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(2) registration and publication shall be made in accordance with art. 204, when the dissolution takes place based on a decision of the general meeting and within 15 days of the date on which the judgment became final, when dissolution was pronounced justice.


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Alin. (2) art. Section 232 has been amended. 22, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(3) In the case under Art. 227 par. (1) f) the dissolution of the Court vested with the bankruptcy proceedings.


Article 233


(1) The dissolution of society brings up the liquidation procedure. Dissolution occurs without liquidation by merger or total division of the company or as otherwise required by law.


(2) Upon dissolution, officers, directors or directorate, can not undertake new operations. Otherwise, they are personal and jointly liable for their actions.


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Alin. (2) art. Section 233 has been amended. 156, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) The prohibition in paragraph. (2) shall apply from the day deadline set for the duration of the company or from the date when dissolution was decided by the General Assembly or declared by judicial sentence.


(4) The company retains legal personality for liquidation operations until its completion.


Article 234


Dissolution of the company before the deadline fixed for the duration of its effect against third parties only after a period of 30 days after publication in the Official Gazette of Romania, Part IV.

Article 235


(1) general partnerships, limited partnerships and limited liability in the associates can decide, with dissolution, with the quorum and majority laid down for amending the articles of incorporation and liquidation of the way when agree on the distribution and liquidation of company assets and ensure the extinction of debts or adjustment when his agreement with creditors.


(2) By unanimous vote of the members and can decide how the assets remaining after payment of creditors will be divided among shareholders. In the absence of unanimous agreement on the division of assets, it will be followed by liquidation procedure provided by law.


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Alin. (2) art. 235 was introduced by section. 157, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) Transfer of ownership of assets after payment of creditors takes place on society erased from the commercial register.


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Alin. (3) art. 235 was introduced by section. 157, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(4) Register each associate will issue a certificate acknowledging the ownership of the assets distributed, under which the shareholder may proceed to registration of immovable property in the land.


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Alin. (4) art. 235 was introduced by section. 157, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 236


Repealed.
----------
Art. Section 236 was repealed. 158, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 237


(1) On application by any interested person, and the National Trade Register Office, the court may decide to dissolve the company where:


A) the company no longer has statutory bodies or they can no longer meet;


B) the shareholders / associates have disappeared or have no known domicile or known residence;


C) no longer met the conditions relating to the registered office, including following the expiry of the document certifying the right to use the space with destination of registered office or transfer ownership or right to use the space for the registered office;


D) the company has ceased trading or has not resumed work after the period of temporary inactivity announced fiscal authorities and entered in the trade register period not exceeding 3 years from the date of registration in the trade register;


E) the company has not completed its registered capital according to the law;


F) the company has not filed annual financial statements and, where applicable, the consolidated financial statements and accounting reports with the territorial units of the Ministry of Finance, within the period prescribed by law, if the delay exceeds 60 days working;


G) the company has not submitted to the local offices of the Ministry of Finance, within the period prescribed by law, the statement that the business conducted at the constitution, if the delay exceeds 60 days.


(2) The list of companies for which the National Trade Register Office is to formulate action dissolution is displayed on its website or portal services online at least 15 days prior and inform the Ministry of Finance - National Agency for Fiscal Administration.



(3) The Court's decision that ruled the dissolution communicated society, the Trade Register Office to register the term dissolution in the trade register, the Ministry of Finance - National Agency for Fiscal Administration - the county administration of public finance / public finance administration sector is published in the Official Gazette of Romania, Part IV, on the website of the National Office of Trade Registry or service online portal thereof. For several judgments dissolution order laid down in para. (1) advertising will be done in a table comprising: the serial number in the trade register, the unique registration code, name, legal form and registered company dissolved, the court ordering the dissolution, the file number, number and date of the dissolution, in which case the fees for publication in the Official Gazette of Romania, Part IV shall be reduced by 50%.


(4) publication of the decision in the Official Gazette of Romania, Part IV, is the expense of the application for dissolution that may act against the company to recover the cost.


(5) Any interested person may only appeal against the dissolution within 30 days from the date the decision in the Official Gazette of Romania, Part IV. A copy of the caller will call the Trade Register to mention the trade register.


(6) After a final judgment of dissolution, legal entity goes into liquidation, according to this law. National Trade Register Office, at the request of any interested person, including the Ministry of Finance - National Agency for Fiscal Administration, shall appoint a liquidator Insolvency Practitioners enrolled in painting. The remuneration of the liquidator of the estate society is dissolved or, failing that, the liquidation fund, established by law. The remuneration of the liquidator is the fixed amount of 1.000 lei, the final statement of expenditure incurred by the liquidator in connection with the liquidation of the company being made for a situation where there are no goods in the wealth of society dissolved by the National Union of Insolvency Practitioners of Romania, the liquidator's request.


(7) Resolutions passed under par. (6) shall be communicated electronically appointed liquidator, published on the website of the National Trade Register Office and online portal services thereof and recorded in the Trade Register. In exercising its liquidation, where the liquidator is appointed by the National Trade Register Office, at the request of any interested person, it is exempt from any tax, fee, commission, judicial taxes and the like.


(8) If within three months from the date of the final judgment of dissolution absence of any request for the appointment of the liquidator according to para. (6) National Trade Register Office or any interested person may request the tribunal removal company from the commercial register.


(9) The list of companies for which the National Trade Register Office is to formulate shares for cancellation, according to para. (8) is displayed on the website of the National Trade Register Office or online services portal thereof with at least 15 calendar days before and sent to the Ministry of Finance - National Agency for Fiscal Administration.


(10) The Court's decision that ordered the removal shall be communicated to the company, the Trade Register Office for cancellation of the company from the commercial register, the Ministry of Finance - National Agency for Fiscal Administration - the county administration of public finances / administration and public finance sector public free of charge on the website of the National Trade Register Office or online services portal of the net. For several judgments deletion, advertising will be done in a table comprising: the serial number in the trade register, the unique registration code, name, legal form and registered company dissolved, the court ordering the dissolution, the file number, number and date of the dissolution.


(11) Any interested person may only appeal against the deregistration within 30 days after advertising under paragraph. (9). A copy of the caller will call the Trade Register to mention the trade register.



(12) Viewing dissolution and delisting decisions and resolutions appointing the liquidator, published on the website of the National Trade Register Office or online services portal thereof, is free of charge.


(13) Goods remaining in the heritage register of legal entities trade under par. (8) - (10), their respective shareholders / associates.


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Art. 237 amended by section. 5 of art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

Article 237 ^ 1


(1) Where an unlimited liability for obligations associated with the company during its operation, responsibility for these obligations will be unlimited and dissolution phase and, if appropriate, company liquidation.


(2) When, during the operation of the company, a shareholder is liable for its obligations to the capital contribution limits, liability will be limited to that input and if dissolution and, if appropriate, company liquidation.


(3) The associate in fraud of creditors, abuse the limited nature of its liability and the separate legal personality of the company's outstanding obligations unlimited liability for the company dissolved or liquidated.


(4) The member's responsibility is unlimited under par. (3), especially when he has the goods society as such its goods own or if deplete company assets for personal benefit or of third parties knew, or must have known, that in this way the company will not be able to perform its obligations.


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Art. 237 ^ 1 was introduced by pt. 58, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Chapter II


merger and division of companies
Article 238


(1) The merger is an operation whereby:


A) one or more companies are wound up without going into liquidation and transfer all their assets to another company in exchange for the issue to the shareholders of the company or companies being acquired of shares in the acquiring company and, if applicable, a cash payment not exceeding 10% of the nominal value of the shares so distributed; or


B) more companies are wound up without going into liquidation and transfer all their assets and liabilities to a company that is in exchange for the issue to their shareholders of shares in the newly created company and, if applicable, a cash payment more than 10% of the nominal value of the shares so distributed.


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Alin. (1) art. Section 238 has been amended. 59, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) The division is the operation whereby:


A) society, after being wound up without going into liquidation, transfers all its assets more companies, in exchange for the company's shareholders divided by the shares in the recipient companies and, if applicable, a cash payment not exceeding 10 % of the nominal value of the shares so distributed;


B) a company, after being wound up without going into liquidation, transfers all its assets to several newly established companies, in exchange for the company's shareholders divided by the shares in the companies newly established and, if applicable, a payment cash not exceeding 10% of the nominal value of the shares so distributed.


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Alin. (2) art. Section 238 has been amended. 59, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no.
446 of 29 June 2007. (2 ^ 1) The division may take place by the simultaneous transfer of company assets divided by one or more existing and one or more newly established companies. The provisions of par. (2) shall apply accordingly.
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Alin. (2 ^ 1) of art. Section 238 was introduced. 60, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(3) merger or division may be made between companies of different forms.


(4) merger or split, as defined in par. (1) or (2) it can be carried out even if the companies are dissolved in liquidation, provided that they have not yet started distribution of assets between partners what they ought after liquidation.


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Art. Section 238 has been amended. 160, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.


Article 239


(1) merger or division is decided by individual companies, as determined for amending the articles of incorporation of the company.


(2) When the shares are multiple categories, the decision on the merger / under art. 113 lit. h), it is subject to the outcome of the vote on the categories given in terms of art. 115.


(3) If the merger or division, be set up a new company, it is in terms of this form of company law agreed.


Article 240


Repealed.
----------
Art. Section 240 was repealed. 161, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 241

Administrators
companies will participate in the merger or division shall draw up draft terms of merger or division, which will include:

A) type, name and registered office of all companies involved in the merger or division;


B) Base and conditions of the merger or division;


C) the allocation of shares in the acquiring company or the recipient companies;


D) the date on which the shares referred to in subparagraph c) give the holders the right to participate in profits and any special conditions affecting that entitlement;


E) exchange rate SHARES and the amount of any cash payment;


F) Amount of the merger or division;


G) the rights conferred by the acquiring company or the beneficiary shareholders which confers special rights and those who hold other securities besides shares or the proposed measures concerning them;


H) any special advantage granted to the experts referred to in art. 243 ^ 3 and members of the administrative or control of the companies involved in the merger or division;


I) the date of the financial statements of the participating companies, which were used to determine the conditions of the merger or division;


----------
Lit. i) of art. 241 amended by section. 5 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

J) the date from which transactions of the company being acquired or divided shall be treated for accounting purposes as of the acquiring company or one or other of the recipient companies;


K) in case of division:


- The precise description and allocation of assets and liabilities to be transferred to each of the recipient companies;
- Distribution to shareholders or members of the company being divided of shares or shares in the recipient companies and the criterion upon which such allocation is.
----------
Art. Section 241 has been amended. 162, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 241 ^ 1


(1) If an asset is not allocated in the draft terms of division and where the interpretation does not permit a decision on its allocation, asset item in question or consideration therefor shall be allocated to all the recipient companies in proportion to the share of net assets allocated to the companies concerned, in accordance with draft terms of division.


(2) Where a liability is not allocated in the draft terms of division and where the interpretation does not permit a decision on its allocation, the recipient companies are jointly responsible for liability item in question.


(3) If a creditor has obtained from the company achieve its claim that the claim is assigned by division, all companies participating in the division responsible for the obligation in question, up to the value of net assets that were distributed by division, with the exception of the obligation which has been assigned, responsible unlimited *).


----------
Alin. (3) art. 241 ^ 1 was introduced pt. 2 of art. I of the Emergency Ordinance no. 90 of 29 September 2010, published in the Official Gazette no. 674 of 4 October 2010.
----------
Art. 241 ^ 1 was introduced pts. 163, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 242



(1) The merger or division, signed by representatives of the participating companies are filed with the Trade Registry Office where each company is registered, accompanied by a statement from the company ceases to exist after the merger or division about how to He decided to extinguish its liabilities, and a statement regarding the manner of publication of draft terms of merger or division.


----------
Alin. (1) art. Section 242 has been amended. 7 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(2) The merger or division, approved by the judge, shall be published in the Official Gazette of Romania, Part IV, at the expense of parties, in whole or extracted, according to the judge's delegation and demand parties, with at least 30 days prior to the dates of meetings in which extraordinary general meetings are to decide, pursuant to art. 113 lit. h) the merger / spin.


(2 ^ 1) If it holds its own web page, the company can replace publication in the Official Gazette of Romania, Part IV, in para. (2) with the advertisement through its own website, for a continuous period of at least one month before the extraordinary general meeting which is to decide on the merger / spin, period ending not earlier than the end of the general assembly.
----------
Alin. (2 ^ 1) of art. 242 was introduced by section. 8 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no.
143 of 2 March 2012. (2 ^ 2) The company that has chosen to publicize the draft merger par. (2 ^ 1) must ensure technical conditions for displaying continuous and uninterrupted and free documents provided by law for the entire period under par. (2 ^ 1). The company has the burden of proving the continuity of advertising and to ensure the security of its own website and the authenticity of documents displayed.
----------
Alin. (2 ^ 2) of art. 242 was introduced by section. 8 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no.
143 of 2 March 2012. (2 ^ 3) In case of advertising under par. (2 ^ 1), the trade registry office where the company is established will be published free of charge on its own web page, the merger or division.
----------
Alin. (2 ^ 3) of art. 242 was introduced by section. 8 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(3) National Office of Trade Registry will send the National Agency for Fiscal Administration within 3 days of the submission of the merger / division, a notice of the submission of the draft. Conditions of collaboration between the two institutions for the implementation of the provisions of this paragraph shall be established by protocol *).


----------
Alin. (3) art. 242 was introduced by pt. 3 of Art. I of the Emergency Ordinance no. 90 of 29 September 2010, published in the Official Gazette no. 674 of 4 October 2010.


Article 243 *)

(1) Creditors of companies taking part in the merger or division are entitled to adequate protection of their interests. In order to obtain adequate safeguards, any creditor who holds an outstanding debt, liquid and prior publication of the merger or division, in one of the ways provided for in art. 242, yet due to its publication, whose satisfaction is jeopardized by the merger / spin, may object, under this article.


----------
Alin. (1) art. It amended by section 243. 9 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(2) The opposition is made within 30 days from the date of publication of the merger or division in the Official Gazette of Romania, Part IV. It is submitted to the Trade Register Office, within 3 days from the date of submission, shall mention in the register and submit to the competent court. Judgment is subject only to call on the opposition.


----------
Alin. (2) art. Section 243 has been amended. 25, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(3) formulation of an objection under par. (1) does not suspend the operation of merger or division and does not prevent the merger or division.



(4) if the creditor proves that the satisfaction of his claim is jeopardized by the merger, or whether, in examining the financial and operational trade-debtor company / society successor in rights and obligations of the debtor company, that it is not necessary to provide adequate safeguards or, where appropriate, new collateral or debtor company or the company which has rights and obligations of the debtor company has demonstrated repay debts or parties concluded an agreement to pay debts or already guarantees or privileges adequate to meet the claim, the court rejected the opposition. The court also rejected the opposition and if the constitution is rejected by the creditor within the time prescribed by the court by a conclusion and guarantees provided under paragraph. (5).


----------
Alin. (4) art. It amended by section 243. 9 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(5) If the debtor company or, where applicable, the successor company in the rights and obligations of the debtor company has made in the course of a tender for the provision of guarantees or privileges appreciated by the court to be necessary and appropriate to satisfy the creditor's claim, the court will issue an order that will give the parties a deadline for setting up those guarantees. The conclusion delivered by the court is subject to appeal reserved.


----------
Alin. (5) art. Section 243 has been amended. 25, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

(6) If the debtor company or, where applicable, the successor company in the rights and obligations of the debtor company makes no warranties or privileges appropriate to satisfy the claim or whether they offer guarantees or privileges, do not constitute reasons why they are attributable the deadline set by the court by a conclusion, according to para. (5) the court upheld and obliges the debtor company or, where applicable, the successor company to the rights and obligations of the debtor company to pay the claim immediately or within a certain time depending on the amount of the debt and liabilities of the debtor company or, where applicable , the company's successor in rights and obligations of the debtor company. The decision to accept the opposition is enforceable.


(7) The opposition brought under this Article shall be heard emergency and priority.


(8) Creditors companies participating in the division or merger qualifying for the opposition to make par. (1) may make a request for opposition under Art. 61 para. (1) against the decision of the statutory body of the company articles of association regarding changes only if they relate to changes other than those arising from or in connection with the division or merger.


(9) The provisions of this Article shall not apply to claims arising from the nature of wages individual employment contracts or collective agreements applicable, which satisfy the conditions of par. (1), whose protection is made according to the Law no. 67/2006 on the protection of employees' rights in case of transfer of the undertaking, unit or parts thereof, and according to other laws.


----------
Art. 243 has been amended pt. 4 of art. I of the Emergency Ordinance no. 90 of 29 September 2010, published in the Official Gazette no. 674 of 4 October 2010.

Article 243 ^ 1


(1) In a merger, holders of securities other than shares to which special rights, must be given rights in the acquiring company at least equivalent to those they possessed in the company being acquired, except unless the alteration of those rights has been approved by a meeting of the holders of those securities individually or by the holders of such securities or unless the holders are entitled to have their securities repurchased.


(2) If a division, holders of securities other than shares to which special rights should be granted to the recipient companies may object to which rights arising from such securities, according to the draft division, rights at least equivalent to those they possessed in the company being divided, unless the alteration of those rights has been approved by a meeting of the holders of such securities or by them individually or unless the holders have the right to obtain redemption of securities held.


----------

Art. 243 ^ 1 was introduced pts. 165, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 243 ^ 2


(1) Managers of companies participating in the merger or division must draw up a detailed written report, explaining the merger or division and specify its legal and economic foundation, especially with regard to rate share exchange. In case of division, the report will also include the criterion for allocating the shares.


(2) The report should also describe any special difficulties encountered in the assessment.


(3) In case of division, the management report will include, where appropriate, information on the preparation of the evaluation report according to Article contributions. 215, for recipient companies and the register where it should be submitted.


----------
Alin. (3) art. 243 ^ 2 has been amended pt. 10, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(4) managers or divided society, where appropriate, of each company involved in a merger should inform their general assembly of the company and other companies involved in the operation managers so that they can inform themselves assemblies General to the companies of any substantial change in the assets and liabilities occurring between the time of establishment of the division / fusion and date of general meetings to decide on this project. Information obligation to shareholders / associates to managers and other companies involved in the merger / division subsist and where, pursuant to art. 246 ^ 1, is convened general meeting of shareholders / associates.


----------
Alin. (4) art. 243 ^ 2 has been amended pt. 10, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(5) Preparation of the report referred to in para. (1) and the information referred to in para. (4) are not necessary if they so decide all shareholders / associates and all holders of other securities conferring voting rights to each of the companies participating in the merger or division.


----------
Alin. (5) art. 243 ^ 2 was introduced by pt. 11 of Art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.
----------
Art. 243 ^ 2 was introduced pts. 165, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 243 ^ 3


(1) One or more experts, legal or natural persons acting on behalf of each of the companies involved in the merger or division but independent of them will be appointed by the judge delegated to examine the merger or division and produce a written report to the shareholders.


(2) This report will specify if the exchange rate of the shares or shares is fair and reasonable. The report will also indicate the method or methods used to determine the rate proposed will state whether such method or methods are adequate in the case in question, indicate the values ​​obtained by applying each of these methods and will contain expert advice on weight attached such methods in arriving at the value retained in the final. The report will also describe any particular difficulties in the assessment.


(3) At the joint request of the companies participating in the merger or division, delegated judge shall appoint one or more experts acting for all companies involved, but independent of them.


(4) Each of the experts appointed under this article shall be entitled to obtain from any of the companies participating in the merger or division all relevant information and documents and to make all necessary investigations.


(5) The review of the merger or, where applicable, division and report referred to in para. (1) shall not be required if all the shareholders / associates or all holders of other securities conferring voting rights to each of the companies participating in the merger or division so decide.


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Alin. (5) art. 243 ^ 3 was introduced by pt. 6 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008. ----------


Art. 243 ^ 3 was introduced pts. 165, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.



Article 243 -4
In a merger by absorption, whereby one or more companies are dissolved without going into liquidation and transfer all their assets and liabilities to another company which holds all their shares and other securities conferring voting rights in the general assembly, The following articles shall not apply: art. 241 lit. c) -e), art. 243 ^ 2, art. 243 ^ 3, art. 244 par. (1) b) and f) art. 245 and Art. 250 par. (1) b). Article 242 para. (3) remains applicable.
----------
Art. 243 ^ 4 was introduced pt. 12 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

Article 243 ^ 5


If a merger by acquisition is carried out by an acquiring company holding at least 90% but not all shares / shares or other securities that give the holder the right to vote at general meetings of companies, is necessary to draft the reports referred to in art. 243 and 243 ^ 2 ^ 3 and fulfilling disclosure requirements to shareholders / associates mentioned in art. 244 par. (1) b), d) and e). Article 242 para. (3) remains applicable.
----------
Art. 243 ^ 5 was introduced pt. 12 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

Article 243 ^ 6


If the division where the shares / shares of each company are allocated to new shareholders / associates proportionately divided society participation in the capital of the company being divided, the following items will not apply: art. 243 ^ 2, art. 243 ^ 3, art. 244 par. (1) b), d) and e).
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Art. 243 ^ 6 was introduced by pt. 12 of art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

Article 244


(1) At least one month before the extraordinary general meeting to decide on the draft terms of merger or division, the management bodies of companies participating in the merger or division will provide shareholders / associates at the company's headquarters, the following documents:


A) the merger or division;


B) where appropriate, the directors' report referred to in Art. 243 ^ 2 par. (1) - (3) and / or information referred to in art. 243 ^ 2 par. (4);


----------
Lit. b) to par. (1) art. Section 244 has been amended. 13, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

C) the annual financial statements and management reports for the last 3 financial years of the companies participating in the merger or division;


D) if necessary, the financial statements prepared no earlier than the first day of the third month preceding the date of the merger or division, if recent annual financial statements have been prepared for the financial year ended more than six months before that date;


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Lit. d) of par. (1) art. Section 244 has been amended. 13, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

E) the auditors' report and, where appropriate, financial auditor's report;


F) where appropriate, the report according to Art. 243 ^ 3;


----------
Lit. f) of paragraph. (1) art. Section 244 has been amended. 7 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

G) records of contracts with values ​​exceeding 10,000 lei each and pending execution, and their division in case of splitting society.


(2) preparation of financial statements in para. (1) d) is not necessary if the companies involved in the merger / spin twice-yearly reports and make them available to shareholders / associates under capital market law, and even if all the shareholders / associates and holders of other securities conferring voting rights of each of the companies involved in a merger / division have so agreed.


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Alin. (2) art. Section 244 has been amended. 14, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.


(3) The Company has no obligation to make available to shareholders at its registered office documents in para. (1) if they are published on its website the company for a continuous period of at least one month before the general meeting which is to decide on the merger / spin, period ending not earlier than the end of the general assembly. The provisions of art. 242 par. (2 ^ 2) shall apply accordingly.


----------
Alin. (3) art. Section 244 has been amended. 14, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(4) Shareholders or associations can, on request and free of charge, copies of the documents listed in para. (1) or extracts from them. If a shareholder or member agreed that the provision of information society to use electronic copies of documents provided in par. (1) can be sent by e-mail.


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Alin. (4) art. Section 244 was introduced. 15, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(5) Para. (4) does not apply if the shareholders or members are able to download from the company website and print documents in para. (1) throughout the period under par. (3).


----------
Alin. (5) art. Section 244 was introduced. 15, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.
----------
Art. Section 244 has been amended. 166, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 245


(1) Managers acquired company or society that is divided liability of shareholders or members of that company for irregularities committed in the preparation and execution of merger or division.


(2) experts who prepare the report referred to in art. 243 ^ 3 on account of the acquired company or divided, liability of shareholders / associates of these companies for irregularities committed in their duties.


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Art. Section 245 has been amended. 167, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 246


(1) Within 3 months from the date of publication of the merger or division in one of the ways provided for in art. 242, the general meeting of each participating company will decide on the merger or division, the conditions convening it.


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Alin. (1) art. Section 246 has been amended. 16, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(2) In a merger by setting up a new company or a division by setting up new companies, the merger or division and, if they are contained in a separate document, the memorandum or draft memorandum of association of new / new companies will be approved by the general meeting of each company to cease its existence.


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Art. Section 246 has been amended. 168, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 246 ^ 1


(1) Where a merger by absorption whereby one or more companies are dissolved without going into liquidation and transfer all their assets and liabilities to another company which holds all their shares and other securities conferring voting rights in the assembly general approval of the merger by the general meeting of shareholders of the companies involved in the merger, in compliance with art. 239 is not required if:


A) each of the companies involved in the merger to fulfill disclosure requirements of the draft merger provisions of art. 242 with at least one month before the merger takes effect;


B) for a period of one month before the operation takes effect all shareholders of the acquiring company could consult, at the company or on its website, the documents referred to in art. 244 par. (1) a), c) and d). The provisions of art. 244 par. (3) - (5) shall apply accordingly;


C) one or more shareholders / associates of the acquiring company holding at least 5% of the subscribed share capital have the opportunity to request that a general meeting to decide on the merger.



(2) Where a merger by absorption acquiring company holds 90%, but not all shares / shares or other securities that give the holder the right to vote in the assemblies of companies, approval of the merger the general meeting of the acquiring company is not required if the conditions set out in par. (1). The provisions of art. 244 par. (3) - (5) shall apply accordingly.


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Art. 246 ^ 1 was introduced by pt. 17, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

Article 246 ^ 2


If a division in which the recipient companies together hold all shares / shares of the company being divided and all other securities giving the right to vote at general meetings of the company being divided, the division is not necessary approval by the general meeting of the company being divided if:

A) disclosure requirements have been met to draft terms of division referred to in art. 242 with at least one month before division takes effect;


B) for a period of one month before the operation takes effect all shareholders of companies involved in the division could inspect the documents specified in Art. 244 par. (1). The provisions of art. 244 par. (3) - (5) shall apply accordingly;


C) were met requirements to inform shareholders / members and organs of administration / management of other companies involved in the transaction under Art. 243 ^ 2 par. (4).


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Art. 246 ^ 2 was introduced by pt. 17, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

Article 247


Notwithstanding the provisions of art. 115 when the merger or division has the effect of increasing the obligations of members of one of the participating companies, the decision is taken unanimously.

Article 248


(1) Act modifying the constitutive act of the acquiring company is registered in the trade register in whose jurisdiction the company is established and endorsed by the judge, transmitted ex officio to the Official Gazette for publication in Part fourth, at the expense of society.


(2) The advertising companies being acquired can be carried out by the acquiring company, where those companies have not made it, within 15 days from the approval of the act modifying the constitutive act of the acquiring company by the judge.


Article 249


Merger / spin-off effect:

A) to the formation of one or more new companies from the date of registration in the trade register of the new company or the last of them;


B) in other cases, the date of registration of the judgment last general meeting which approved the transaction, except that, by agreement, stipulating that the transaction will take effect on another date, but that can not be further current financial year of the acquiring company or beneficiary companies nor the last financial year ended prior to the conclusion of the company or companies that transfer their heritage.


----------
Art. Section 249 has been amended. 169, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 249 ^ 1


Repealed.
----------
Art. 249 ^ 1 was repealed by section. 18, art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

Article 250


(1) merger or division has the following consequences:


A) the transfer, both as regards relations between the company being acquired and the acquiring company or divided / recipient companies and as regards third parties, to the acquiring company or each of the recipient companies of all assets and liabilities of the acquired company / divided; This transfer will be carried out in accordance with the distribution rules set out in the merger / division;


B) shareholders or members of the company being acquired or divided become shareholders or associates of the acquiring company or of the recipient companies in accordance with the distribution rules set out in the merger / division;


C) the company being acquired or divided ceases to exist.


(2) No shares in the acquiring company can not be exchanged for shares / shares issued by the company being acquired and held:



A) by the acquiring company itself or through a person acting in his own name but on its behalf; or


B) by the company being acquired itself or through a person acting in his own name but on its behalf.


(3) No shares in a recipient company can not be exchanged for shares in the company being divided, owned:


A) the recipient company itself or through a person acting in his own name but on behalf of the company; or


B) by the company divided itself or through a person acting in his own name but on behalf of the company.


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Art. Section 250 has been amended. 171, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 250 ^ 1


Provisions of this chapter relating to the division except art. 250 par. (1) c) applies when a part of the heritage of a society emerges and is transferred as a whole to one or more existing companies or to companies which are constituted in exchange for the allocation of shares of the benefiting companies by: || |
A) shareholders or members of the company which transfers assets (detachment in the interests of shareholders or associates); or


B) the company transferring assets (detachment social interest).


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Art. 250 ^ 1 was introduced pts. 172, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 251


(1) Nullity of a merger or division may be declared only by court order.


(2) From the date of its implementation, according to art. 249, merger or division, be declared null unless it was subject to judicial review in accordance with Art. 37 or if the decision of one of the general meeting which voted the draft merger or the division is void or voidable.


(3) procedures for cancellation and invalidity merger or division may not be initiated after a period of 6 months from the date on which the merger or division has become effective pursuant to art. 249, or if the situation has been rectified.


----------
Alin. (3) art. It amended by section 251. 9 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

(4) If the irregularity could lead to the declaration of a merger or division may be remedied court shall grant the companies involved a deadline for its correction.


(5) The final decision declaring the nullity of a merger or division will be forwarded ex officio by the court registry offices at the headquarters of trade companies involved in the merger or division concerned.


(6) The final decision of invalidity of a merger or division shall not affect the validity of obligations incurred by itself in the acquiring company or to a recipient companies or engaged after the merger or division became effective, pursuant to art. 249, and before the ruling of invalidity to be published.


(7) In the case of annulment of a merger, the companies involved in the merger shall be jointly liable for the obligations of the acquiring company within the period referred to in para. (6).


(8) If the declaration of nullity of a division, each recipient company liable for its obligations, committed during the period under par. (6). Divided society also responds to these obligations under the quota of net assets transferred to the recipient company on whose behalf those obligations arose.


----------
Art. Section 251 has been amended. 173, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 251 ^ 1


For companies organized in the two-tier system administrators obligations stipulated in art. 241 and 243 ^ 2, respectively art. 245, returning directorate or its members.
----------
Art. 251 ^ 1 was introduced pts. 174, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Chapter III



----------
Cap-border merger. III of Title VI was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Section 1

Scope. jurisdiction

----------
Section 1 of Chapter. III of Title VI was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 251 ^ 2


(1) Joint stock companies, companies limited by shares, limited liability companies - Romanian legal persons - and European companies headquartered in Romania may merge under this law, with companies having their registered office or, case, central administration or principal place of business in other Member States of the European Union or Member EES, hereinafter Member States and operating in one of the legal forms provided for by art. 1 of Council Directive 68/151 / EEC of 9 March 1968 on coordination of safeguards, companies are required by Member States within the meaning of art. 58, second paragraph of the Treaty establishing the European Communities, to protect the interests of members and others, published in the Official Journal of the European Communities no. L065 of March 14, 1968, as amended, or European companies with head offices in other Member States.


----------
Alin. (1) art. 251 ^ 2 was amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(2) Joint stock companies, companies limited by shares, limited liability companies - Romanian legal persons - and European companies headquartered in Romania may merge with companies having their registered office or, where appropriate, central administration or headquarters primarily in other Member States and without fit the types of entities referred to in para. (1) have legal personality, have their own assets which are the only source that provides guarantee of social obligations and are subject to formalities advertising similar to those provided by Council Directive 68/151 / EEC, if the law of that Member State allow such mergers.


----------
Alin. (2) art. 251 ^ 2 was amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(3) are exempt from the provisions of this chapter undertakings for collective investment in transferable securities and closed investment funds regulated by Law no. 297/2004 on the capital market, as amended and supplemented, and any other entities the object of the collective investment of funds raised from the public and which operate on the principle of risk spreading and whose securities can be redeemed directly or indirectly at the request of holders of assets of that entity.


(4) If the acquiring company is a company limited by shares, incorporated and operating under Romanian law, the shareholders of the acquired company will always be sleeping shareholders of the company limited by shares absorbent, unless otherwise provided in the judgment approval of the merger.


----------
Art. 251 ^ 2 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 251 ^ 3


Power Legality of the merger in terms of procedure which follows companies participating in the merger - Romanian legal persons or European companies with registered office in Romania - and, where appropriate, the newly established company - Romanian legal entity or company with European headquarters in Romania - it belongs to the judge dealing with the commercial registry where companies are registered Romanian legal persons or European companies with registered office in Romania participating in the merger, including the acquiring company, or if applicable, the newly established company.
----------
Art. 251 ^ 3 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Section 2
a
Stages. Effects.
----------
Void Section 2 of Cap. III of Title VI was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.



Article 251 -4
(1) cross-border merger, under this law, is the operation whereby:



A) one or more companies, of which two are governed by the laws of two different Member States, are dissolved without going into liquidation and transfer all their assets to another company in exchange for the issue to the shareholders / associates or society companies being acquired of shares / shares in the acquiring company and, if applicable, a cash payment not exceeding 10% of the nominal value of shares / shares so distributed; or


B) many companies, of which two are governed by the laws of two different Member States, are dissolved without going into liquidation and transfer all their assets and liabilities to a company that is in exchange for the issue to the shareholders / associates their shares / stakes in the newly established company and, if applicable, a cash payment not exceeding 10% of the nominal value of shares / shares so distributed;


C) a company is dissolved without going into liquidation and transfer all its assets to another company which holds all its shares / shares or other securities conferring voting rights at general meetings.


(2) Cash payment may exceed the amount required under par. (1) a) and b) if the law of at least one of the Member States whose nationality is held by companies participating in the merger or the newly established company to overcome this percentage.


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Art. 251 ^ 4 was introduced pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 251 ^ 5


(1) managers or members of the directorate companies will participate in the fusion draw up a joint fusion should include at least:


A) type, name and registered office of all companies participating in the merger;


B) the type, name and registered office of the company start-up, if any;


C) the allocation of shares / shares in the acquiring company or the newly established company;


D) the rate of shares / shares and the amount of any cash payment;


E) the date at which shares / shares referred to in subparagraph c) give the holders the right to participate in profits and any special conditions affecting that entitlement;


F) the rights conferred by the acquiring company or the newly established shareholders which confers special rights and those who hold other securities besides shares or the proposed measures concerning them;


G) any special advantage granted to the experts who assess the merger and members of the administrative or control of the companies involved in the merger;


H) information on the evaluation of the assets transferred to the acquiring company or the newly established company;


I) the date from which transactions of the company being acquired shall be treated for accounting purposes as of the acquiring company or start-ups;


J) effects of the merger on employment of employees of companies participating in the merger;


K) the date of the financial statements of participating companies which were used to determine the conditions of the merger;


L) where applicable, information on the mechanisms of involvement of employees in defining their rights to participate in the work of the acquiring company or start-ups.


(2) The project referred to in para. (1) will be annexed to the draft articles of association of the company to be established, namely the draft modifying the constitutive act of the company.


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Art. 251 ^ 5 was introduced pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 251 ^ 6


(1) common draft terms of cross-border merger, signed by representatives of participating companies shall be filed with the commercial registry where companies are registered Romanian legal persons and / or European companies based in Romania, participating in the merger, accompanied by a declaration on the manner of publication of the proposed merger.


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Alin. (1) art. 251 ^ 6 was amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."


(2) The common draft terms of merger, approved by Judge delegate, shall be published in the Official Gazette of Romania, Part IV, at the expense of parties, in whole or extracted, according to the judge's delegate parties or demand, with at least 30 days prior to the dates of meetings in which general meetings are to decide on the merger.


(3) The statement referred to in para. (2) shall include at least the following:


A) type, name and registered office of each company participating in the merger;


B) the Trade Register Office have been tabled documents referred to in art. 251? 5;


C) conditions can exercise their right to object to the company's creditors.


(4) when holding its own web page, the company can replace publication in the Official Gazette of Romania, Part IV, publicity carried out by the company on their own web page, for a continuous period of at least a month before the general meeting to decide on the merger border period ending at the end of the general assembly. The provisions of art. 242 par. (2 ^ 2) shall apply accordingly.


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Alin. (4) art. 251 ^ 6 was introduced by pt. 20 art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.

(5) In case of advertising under par. (3) Trade Register where the company is established will be published free of charge on its website the joint cross-border merger.


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Alin. (5) art. 251 ^ 6 was introduced by pt. 20 art. unique Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012.
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Art. 251 ^ 6 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 251 ^ 7


(1) The directors / members of the directorate the merging companies must draw up a detailed written report, explaining the merger project and to clarify its legal and economic foundation.


(2) The report referred to in para. (1) shall be available to shareholders / associates, and in the cases provided for in art. 251 ^ 10 and representatives of employees or, where not designated, employed at the company's headquarters at least 30 days before the general assembly meeting is to decide on the merger. If the company has a website of its own, the report published on the website for free access of shareholders / associates and employees.


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Art. 251 ^ 7 was introduced pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 251 ^ 8


(1) One or more experts, legal or natural persons acting on behalf of each of the companies Romanian legal persons or European companies based in Romania, the merging, but independent of them, are designated by-judge delegate to examine the joint merger and draw up a written report to shareholders / associates.


(2) The report referred to in para. (1) shall specify if the exchange rate of shares / shares is fair and reasonable. The report will also indicate the method or methods used to determine the rate proposed will state whether such method or methods are adequate in the case in question, indicate the values ​​obtained by applying each of these methods and will contain expert advice on weight attached such methods in arriving at the value retained in the final. The report will also describe any particular difficulties in the assessment.


(3) At the joint request of the companies participating in the merger, including those who have the nationality of another Member State, delegated judge shall appoint one or more experts acting for all the participating companies but independent of them.


(4) Each of the experts appointed under this article shall be entitled to obtain from any of the merging companies all relevant information and documents and to make all necessary investigations.


(5) By decision of all shareholders / associates companies participating in the merger may waive the examination of the merger and the preparation of the report referred to in para. (1).


----------

Art. 251 ^ 8 was introduced pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 251 ^ 9

Lenders
companies - Romanian legal persons or European company based in Romania taking part in the merger are entitled to adequate protection of their interests. Any creditor who has an outstanding debt, liquid and prior publication of the merger, yet due to the publication project, and who already has guarantees or privileges appropriate to satisfy his claim, may object to the conditions of Procedure and background and effects referred to in art. 243.
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Art. 251 ^ 9 was amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."



Article 251 ^ 10
(1) If the acquiring company or the newly established is a European company headquartered in Romania, directors of companies participating in the merger ensures that the right employee engagement in the work of European society, as provided by Government Decision no. 187/2007 on procedures for information, consultation and other ways of involving employees in the work of European society.


(2) If one or more of the participating companies governed by the law of another Member State operates a mechanism for the involvement of employees in the business of the type envisaged by art. 2 letter k) of Directive 2001/86 / EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees or another mechanism incentives for employees, the acquiring company or newly created - Romanian legal entity - is required to establish such a the mechanism became applicable, duly art. 3 paragraphs. (1) and (2) art. 4-7, art. 10 para. (1) and (2) a), g) and h), art. 11-24, 27 and 28 of Government Decree no. 187/2007.


(3) If the acquiring company or the newly established company is a Romanian legal entity, the governing bodies of the companies participating in the merger works employee engagement mechanisms may, without any prior negotiation, to obey the reference provided by art. 12-23 of the Government Decision no. 187/2007 or to comply with these provisions from the date of registration in the trade register of the memorandum of association of the acquiring company or the company's newly established registration date, about option being made entry into the merger.


(4) In the situation provided in par. (3) the special negotiating body may decide by a majority of two thirds of its members representing at least two thirds of the employees, including the votes of members representing employees in at least two different Member States, not to initiate negotiations or terminate negotiations already opened and admit apply the standard rules of Government Decision no. 187/2007.


(5) When Romanian legal entity within the company resulting from the cross-border merger, will operate a system of employee involvement, administrators or, where appropriate, members of the directorate must ensure protection of employees' rights resulting from this mechanism If a subsequent domestic mergers, for a period of 3 years from the date on which the cross-border merger took effect.


(6) If, after prior negotiations, standard rules apply for participation, the general meeting of members / shareholders may decide to limit the proportion of employee representatives on the Board of Directors / Executive Board company resulting from the merger border. However, if one of the merging companies employee representatives constituted at least one third of the administrative or supervisory limit decided by the general meeting of members / shareholders shall not have the effect of reducing the proportion of employee participation less than a third.


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Art. 251 ^ 10 was introduced pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.



Article 251 ^ 11

(1) 3 months from the date of publication of the common draft terms of merger in the Official Gazette of Romania, Part IV, in accordance with art. 251 ^ 6 para. (2) The general assembly of each company decides on the common draft terms of merger on the terms set for the amendment of the memorandum and the conditions convening it.


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Alin. (1) art. 251 ^ 11 was amended by section. 7 of art. I of the Emergency Ordinance no. 90 of 29 September 2010, published in the Official Gazette no. 674 of 4 October 2010.

(2) When the shares are multiple categories, the decision on the merger is subject to the outcome of the vote on the categories given in terms of art. 115.


(3) In the cases provided for in art. 251 ^ 10 general meeting of shareholders / associates can express ratification conditional approval of the merger by the general meeting of the mechanisms of involvement of employees in the acquiring company or business start-ups.


(4) When the merger has the effect of increasing obligations to shareholders / associates of one of the participating companies - Romanian legal entities - shareholders assembly decision / associates is taken unanimously.


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Art. 251 ^ 11 was introduced pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.



Article 251 ^ 12
(1) The shareholders / associates who did not vote in favor of the judgment by which the General Assembly approved the merger have the right to withdraw from the company and to request purchase of their shares / shares of the company.


(2) In the case of joint stock companies or limited by shares, the right of withdrawal shall be exercised in accordance with Art. 134.


(3) Notwithstanding the provisions of art. 226, if limited liability companies, the right of withdrawal shall be exercised by the proper application of art. 134.


(4) The shareholders / associates can make the right of withdrawal covered by this Article, unless:


A) laws of all Member States whose nationality is held by companies participating in the merger provides for a system of protection similar to that provided by paragraph associates. (1) - (3);


B) the companies participating in the merger, governed by the law of another Member State that does not give shareholders a right of withdrawal from society, accepted expressly society associations - Romanian legal entity - to make use of this right, making entry to this effect in the general assembly decision approving the merger.


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Art. 251 ^ 12 was introduced pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.



Article 251 ^ 13
(1) Where a merger by acquisition, the judge has the delegate registration with the Trade Register Act modifying the constitutive act of the acquiring company - Romanian legal entity or company with European headquarters in Romania - after checking that certificates or similar documents proving that the conditions provided by law, issued by the competent authorities of other Member States having their registered office or, where appropriate, central administration or principal place of other companies participating in the merger, and the period in which they were filed with the trade register , a term not exceeding 6 months from issuance.


(2) If the merger is set up a new company - Romanian legal entity - legal control will be conducted under the terms of this law form of company whose creation was agreed in advance with the verification of certificates similar documents provided in par. (1).


(3) If the merger establishes a European company with headquarters in Romania, to review the legality of the merger and the conditions for the establishment of the company will be carried out under Regulation (EC) No. 2.157 / 2001 of 8 October 2001 on the European Company Statute and this law.


(4) delegated judge shall, where appropriate, mechanisms and characteristics of employees' involvement in the activity of the acquiring company or newly established.



(5) If the acquiring company or the newly established company is a legal person governed by the law of another Member State, including a European company with headquarters in another Member State, delegated judge verifies the legality of the merger decision, submitted by managers / members of the directorate with the trade register where the company is registered - Romanian legal entity - and issue an order stating that the conditions stipulated by this law by the company - Romanian legal entity. The conclusion is communicated to society - Romanian legal entity - its premises.


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Alin. (5) art. 251 ^ 13 was amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(6) delegated judge may rule conclusion in para. (5) even though the procedure triggered by the withdrawal requests of shareholders / associates in accordance with art. 251 ^ 12 is in progress, finally indicating that the repurchase of shares / shares is not yet completed. Withdrawal of shareholders / associates in accordance with art. 251 ^ 12 are binding acquiring company or newly established and shareholders / associates thereof.


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Art. 251 ^ 13 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.



Article 251 ^ 14
(1) Where a merger by acquisition, the act modifier, targeted according to art. 251 ^ 13 par. (1) shall be sent ex for publication in the Official Gazette of Romania, Part IV, at the expense of society.


(2) If the merger is a new company - Romanian legal entity or a European company based in Romania - it is subject to the disclosure formalities provided for in this form of company law agreed.


(3) registered with the Trade Register where the acquiring company or the newly established company shall immediately notify, through the system of interconnection of business registers provided for in art. 21 of Law no. 26/1990, republished, as amended and supplemented, at the expense of, the merger border similar authorities in Member States registered companies participating in the merger, the purpose of removing them.


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Alin. (3) art. 251 ^ 14 was amended by section. 6 of art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

(4) Trade Registry Office where registered companies being acquired - Romanian legal persons - radiates from these companies trade register under the notification communicated par. (3) the competent authority of the Member State whose nationality he holds the acquiring company or the newly established company.


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Alin. (4) art. 251 ^ 14 was amended by section. 6 of art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

(5) If the border is formed by the merger of a European company based in Romania, National Trade Register Office, at the expense of the Parties notify the Official Journal of the European Union, to publish a notice that includes: name company registration number in the trade register it is registered, its registration number Official Gazette of Romania, which was published in the delegate judge completion of registration of the company.


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Art. 251 ^ 14 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.



Article 251 ^ 15
(1) The merger has the following consequences:


A) the transfer, both as regards relations between the company being acquired and the acquiring company / newly created, and in relations with third parties by the acquiring company / start- up of all assets and liabilities of the acquired company;


B) the acquired company shareholders or members / participating in the merger become shareholders or associates of the acquiring company / start-ups, according to the distribution rules set out in the merger;


C) the company being acquired or companies that form the new company by merging cease to exist.


(2) Merger effect:


A) in the case of formation of a company, its registration thereof in the trade register;



B) in the case of merger by absorption, from the registration with the Trade Register Act modifying the constitutive act, except that, by agreement, stipulating that the transaction will take effect on another date, which can not but as the current financial year following the end of the acquiring company or beneficiary companies nor the last financial year ended prior to the conclusion of the company or companies transferring their assets, and judge delegated control provided by art. 251 ^ 13 par. (1);


C) if the merger is a European company, from its date of registration.


(3) The rights and obligations of the absorbed companies arising from employment relationships and existing at the effective date of the merger-border transfer of the date specified in para. (2) the acquiring company or start-ups.


(4) None of the acquiring company's shares can not be exchanged for shares in the company being acquired held:


A) either the acquiring company or by a person acting in his own name but for the company;


B) by the company being acquired or by a person acting in his own name but for the company.


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Art. 251 ^ 15 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.



Article 251 ^ 16
(1) The directors of the company being acquired or having formed the new company are liable to associations that / those companies for irregularities committed in the preparation and completion of the merger.


(2) experts who prepare the report referred to in art. 251 ^ 8 on account of the acquired company or companies forming the new company, joint liability of those companies for irregularities committed in their duties.


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Art. 251 ^ 16 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 251 ^ 17


In a merger by absorption, whereby one or more companies are dissolved without going into liquidation and transfer all their assets and liabilities to another company which holds all their shares and other securities conferring voting rights in the general assembly, not applicable art. 251 ^ 5 paragraph. (1) c) d) and e), art. 251 ^ 8 art. 251 ^ 15 par. (1) b) and art. 251 ^ 16.
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Art. 251 ^ 17 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.



Article 251 ^ 18
If the cross-border merger by acquisition is carried out by an acquiring company holding at least 90% but not all shares / shares or other securities that give the holder the right to vote at general meetings of the company / companies absorbed, reports independent expert or experts under art. 251 ^ 18, and controlled documents are binding only to the extent that the law governing the acquiring company or the company / companies acquired so requires.
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Art. 251 ^ 18 was amended by section. 7 of art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

Article 251 ^ 19


(1) Nullity of a merger may be declared only by court order.


(2) Nullity merger can not occur after the date on which it took effect, once established according to art. 251 ^ 15 par. (2).


(3) procedures for cancellation and invalidity can not be initiated if the situation has been rectified. If the irregularity could lead to the declaration of a merger can be remedied court shall grant the companies involved a deadline for its correction.


(4) The final decision of invalidity of the merger will be submitted to the court office of the trade registry offices at the headquarters of the companies involved in the merger.


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Art. 251 ^ 19 was introduced by pt. 10, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Title VII


companies Liquidation Liquidation Company
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Title VII was amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

Chapter I General Provisions




Article 252


(1) For the liquidation and distribution of social assets, even if the articles of association provide for rules to this end, the following rules are mandatory:


A) until Appointed by the liquidators, administrators and directors or members of the directorate, continue to perform their duties, except as provided in Art. 233;


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Lit. a) par. (1) art. Section 252 has been amended. 175, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

B) the instrument appointing the liquidators, stating their powers or sentence which takes place and any subsequent act that would bring changes on their person or powers must be submitted by the liquidator to the Register trade, to be entered immediately and published in the Official Gazette of Romania, Part IV.


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Lit. b) to par. (1) art. Section 252 has been amended. 175, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) Only after completing the formalities at par. (1) The liquidators shall submit their signatures in the trade register and will exercise this function.


(3) Repealed.


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Alin. (3) art. Section 252 was repealed. 61, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(4) In addition to the provisions of this title shall apply to companies in liquidation by the memorandum and rules set by law, to the extent not inconsistent with the liquidation.


(5) All documents issued by the Company must show that it is in liquidation.


Article 252 ^ 1


Repealed.
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Art. 252 ^ 1 was repealed by section. 62, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

Article 253


(1) Liquidators may be natural or legal persons. Liquidators individuals or permanent representatives - individuals of the liquidating company - liquidators must be authorized under the law.


(2) The liquidators have the same responsibility as administrators or members of the directorate.


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Alin. (2) art. Section 253 has been amended. 177, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) The liquidators are obliged, immediately after taking office, as with officers and directors or members of the Executive Board, to make an inventory and conclude a balance sheet to ascertain the exact status of assets and liabilities of the company, and to sign them.


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Alin. (3) art. Section 253 has been amended. 177, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(4) Liquidators are obliged to receive and keep the assets of the company, records that were entrusted to directors, namely members of the directorate and company documents. They also will keep a register of all liquidation operations in chronological order.


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Alin. (4) art. Section 253 has been amended. 177, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(5) Liquidators fulfill their mandate under the supervision of auditors. In the case of joint stock companies organized in the two-tier system, the liquidators fulfill their mandate under the supervision of the supervisory board.


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Alin. (5) art. Section 253 has been amended. 177, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 254


For companies whose activities took place under the environmental authorization provided by the Environmental Protection Law no. 137/1995, republished), as amended and supplemented, the liquidators are obliged to take measures to balance environmental performance provided by this law, and to communicate its outcome territorial environmental protection agency.
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Art. Section 254 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

Article 255


(1) In addition to the powers associates with the same majority required for their appointment, the liquidators will be able to:


A) to sit in judgment on behalf of the company;


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Lit. a) par. (1) art. Section 255 has been amended. 63, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

B) to execute and complete trade operations related to liquidation;


C) sell by public auction the buildings and any movable property of the company;


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Lit. c) the par. (1) art. Section 255 has been amended. 63, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

D) make transactions;


E) to liquidate the company's receivables and cash.


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Lit. e) of para. (1) art. Section 255 has been amended. 63, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

F) promissory note to contract obligations, non-mortgage loans and to perform any other necessary documents.


(2) In the absence of specific provisions in the memorandum or in the act of their appointment, the liquidators can not mortgage the company's assets, unless authorized by the court.


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Alin. (2) art. Section 255 has been amended. 178, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(3) Liquidators performing new commercial operations unnecessary purpose of liquidation are personally and jointly liable for their execution.


Article 256


(1) The liquidators can not pay any amount to the account of the parties what they ought liquidation before paying the company's creditors.


(2) Associations will be required to be retained but that the amounts deposited to the Savings Bank - CEC - SA or a bank or one of their units and make the distribution SHARES even during liquidation, if, apart from what is needed to fulfill all obligations of the company, which will reach maturity or maturity remains an available at least 10% of their value.


(3) Decisions liquidators company's creditors can make opposition under Art. 62.


Article 257


Liquidators prove by presenting the annual financial statements by the company that funds are not sufficient to cover outstanding liabilities must ask shareholders who bear unlimited amounts required or those who have not made full payments if they are required, according shape society, to procure or, if borrowers to society for outstanding payments, which were required as an associate.

Article 258


Liquidators who paid the debts of the company with their own money will not be able to exercise rights against the company higher than those that belonged to pay creditors.

Article 259


Company's creditors have the right to pursue actions against the liquidators' claims arising from Expired, up to the existing property assets of the company, and only then to pursue remedies against the associates for amounts due from the amount of shares subscribed or from that of contributions to the share capital.

Article 260


(1) Liquidation of the company must be completed no later than one year from the date of registration in the trade register statement of dissolution. For good reasons, at the request of the liquidator, the Trade Registry Office may extend this period by another year, but no more than twice.


(2) Liquidation does not discharge the shareholders / associates and not impede the opening of the insolvency proceedings of the company.


(3) Within 60 days after registration in the trade register statement of dissolution will be appointed liquidators, in compliance with art. 262 or art. 264.


(4) Within 60 days of the appointment, the liquidator must file with the Trade Register, for mention in the trade register, a report on the economic situation of the company. If, according to the report, the debtor qualifies for the opening of simplified insolvency proceedings, the liquidator is obliged to request the opening of this procedure within 15 days from the date of submitting the report.



(5) Failure to submit the report referred to in para. (4) represents a contravention and is punishable by a fine of 50 lei to 100 lei. Ascertained and the sanctions is made ex officio or at the request of any interested party by the person responsible for examining applications for registration in the trade register. The sanction applies liquidator not the application for opening of bankruptcy within the period specified in par. (4).


(6) Within 15 days of completion of the liquidation, the liquidators shall submit the commercial register application to delist the company from the commercial register on the basis of the final winding up and liquidation of the financial statements which presents the heritage, asset allocation of the remaining assets and, where applicable, under penalty of a fine of $ 20 per day of delay, which will be applied ex officio or at the request of any interested party by the person responsible for examining applications for registration in the trade register. Resolution ordering the cancellation of the company from the commercial register is published on the website of the National Trade Register Office and online services portal of the net.


(7) If within 3 months from the deadline set out in para. (1) extended as appropriate, Trade Register Office was not notified of any request for deregistration, the National Trade Register Office or any interested person tribunal will request removal company from the commercial register. The list of companies for which the National Office of Trade Registry is to formulate action for cancellation is displayed on the website of the National Office of Trade Registry or portal online services thereof with at least 15 calendar days before and sent to the Ministry of Public Finance - National Agency for Fiscal Administration.


(8) Court which ordered the removal shall be communicated to the company, the Trade Register Office for cancellation of the company from the commercial register, the Ministry of Finance - National Agency for Fiscal Administration - the county administration of public finances / administration and public finance sector published on the website of the National Trade Register Office and online services portal of the net. For several judgments deregistration for cases provided in par. (7) the advertising will be done in a table comprising: the serial number in the trade register, the unique registration code, name, legal form and registered company dissolved, the court ordered the deregistration, file number, number and date of the radiance.


(9) Any interested person may appeal against the decision of cancellation within 30 days after advertising under paragraph. (8). A copy of the caller will call the Trade Register to mention the trade register.


(10) Where Art. 270 ^ 1 shall not apply, since the company in liquidation, although meeting the conditions of art. 38 para. (2) of Law no. 85/2014 on procedures to prevent insolvency and insolvency does not meet the requirement laid down in art. 5 points. 72 of the same law, the person entrusted with processing the application shall order removal company based on the report of the liquidator appointed.


(11) Goods remaining business assets of the register of trade under this article, incumbent shareholders / associates in the law.


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Art. Section 260 has been amended. 8 of art. II of Law no. 152 of 18 June 2015, published in Official Gazette no. 519 of 13 July 2015.

Article 261


(1) Upon approval and completion of reckoning distribution, records and documents society partnerships, limited partnerships or limited liability companies, they have not needed any of the partners, will be submitted to shareholder appointed by the majority.


(2) and joint stock companies limited by shares registries provided by art. 177 par. 1 letter a) -f) will be submitted to the commercial register has been registered company, where any interested party may acquaint them with the authorization of the judge delegated acts and the rest of society will be submitted to the National Archives.


(3) registers all companies will be retained for 5 years.




Chapter II Liquidation general partnerships, limited partnerships or limited liability

Article 262



(1) The appointment of liquidators in general partnerships, limited partnerships or limited liability companies will be undertaken by all members, whether in the partnership agreement provides otherwise.


(2) If you can not meet unanimous vote, the appointment of liquidators shall be made by the court at the request of any associate or manager, by hearing all members and administrators.


(3) Against the sentence appeal may be filed only by members or administrators within 15 days of issuance.


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Alin. (3) art. Section 262 has been amended. 27, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 263


(1) After the liquidation company partnerships, limited partnerships or limited liability companies, the liquidators must prepare financial situation and to propose the distribution of assets between partners.


(1 1) The financial statement signed by the liquidators shall be submitted to be registered and published on the website of the Trade Registry.
----------
Alin. (1 1) of art. 263 was introduced by section. 179, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no.
955 of 28 November 2006. (1 ^ 2) Repealed.
----------
Alin. (1 ^ 2) of art. Section 263 was repealed. 64, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(2) The shareholder discontent may object, under art. 62, within 15 days of notification of the liquidation financial situation and project sharing.


(3) For the outcome of the opposition, questions relating to liquidation shall be separate from those of the division, to which liquidators may remain strangers.


(4) After the period provided in par. (2) or on the opposition after the judgment became final, the financial liquidation and distribution would be deemed approved and the liquidators are discharged.


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Alin. (4) art. Section 263 has been amended. 28, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.



Chapter III Liquidation of joint stock companies and limited by shares

Article 264


(1) The appointment of liquidators in joint stock companies and limited by shares is made by the General Assembly, which decides the liquidation, whether by association, not otherwise specified.


(2) The General Assembly decides by a majority for amendment of the articles of association.


(3) If the majority was not obtained, the appointment is made by the court at the request of any of the directors or members of the Executive Board, or of the associates, summoning society and those who requested it. The decision is subject only to appeal.


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Alin. (3) art. Section 264 has been amended. 29, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.

Article 265


(1) managers or members of the directorate, the liquidators will submit a report on the management, for the time since the last financial statement approved by the commencement of liquidation.


----------
Alin. (1) art. Section 265 has been amended. 181, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) The liquidators have the right to approve the report and make or support any disagreement about it.


Article 266


(1) If one or more directors or Executive Board members are appointed liquidators, the report on 'administrative, respectively directorate, will be filed with the Trade Register and will be published in the Official Gazette of Romania, Part IV, with the final liquidation balance sheet.


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Alin. (1) art. Section 266 has been amended. 182, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

(2) When management override during a financial year, the report must be attached to the first liquidators financial situation that presents a general meeting.


(3) Any shareholder may oppose, under art. 62, within 15 days of publication.


(4) All objections made will be joined to be solved by a single sentence.


(5) Any shareholder is entitled to intervene in court and the judgment will be enforceable against and shareholders neintervenienţi.


Article 267


Repealed.
----------

Art. Section 267 was repealed. 11 of Art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Article 268


(1) After the liquidation, the liquidators shall draw up the final financial statement, showing the due share of each company's shares in asset allocation, together with the auditors 'report and, where appropriate, financial auditors' report.


(2) financial statement, signed by the liquidators will submit to be referred to the Trade Registry Office and will be published in the Official Gazette of Romania, Part IV.


(3) Any shareholder may oppose, under art. 62.


Article 269


(1) If the time limit under Art. 266 par. (3) has expired without an opposition, the financial situation is considered approved by all shareholders and liquidators shall be discharged, subject asset distribution company.


(2) Notwithstanding the deadline, receipt relating to the latter distributions in lieu of approving the distribution account and made every shareholder.


Article 270


(1) Amounts due to shareholders, not cashed within two months of publication of the financial situation, shall be deposited in a bank or one of its units, with the name and surname of the shareholder where the shares are registered, or numbers shares if they are bearer.


(2) Payment will be made to the person shown or holder of shares, whichever is the title.


Article 270 ^ 1


If the company in liquidation is insolvent, the liquidator is obliged to request the opening of insolvency proceedings. In terms of insolvency law, creditors may request the opening of insolvency proceedings against the company which is under liquidation.
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Art. 270 ^ 1 was introduced pts. 183, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 270 ^ 2


Noting that the conditions laid down by the bankruptcy, the bankruptcy judge will order the opening of insolvency simplified procedure.
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Art. 270 ^ 2 was introduced pts. 183, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Title VII ^ 1


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European Society Title VII was introduced ^ 1 pt. 12 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.


Article 270 ^ 2)

European Societies based in Romania are applicable provisions of Council Regulation (EC) No. 2.157 / 2001 of 8 October 2001 on the European Company Statute, those of this chapter and those on limited companies, if compatible with Community rules.
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Art. 270 ^ 2) was introduced by pt. 12 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.


Article 270 ^ 2 b)

(1) European companies headquartered in Romania have legal personality from the date of registration in the trade register.


(2) A European company can not be registered in the commercial register only after an agreement on employee involvement in the company's activities, as provided by Government Decision no. 187/2007.


(3) Within 30 days after registration, the National Trade Register Office shall communicate to the Official Journal of the European Union a notice of registration of the company. The notice will include information required by art. 14 of Council Regulation (EC) No. 2.157 / 2001.


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Art. 270 b ^ 2) was introduced by pt. 12 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.


Article 270 c ^ 2)

(1) Any European company registered in Romania may transfer its registered office in another Member State.


(2) transfer project, endorsed by the judge-delegate, shall be published in the Official Gazette of Romania, Part IV, at the expense of at least 30 days before the extraordinary general meeting will decide on transfers.


(3) Judgment of the General Assembly on European company transferring its registered office in another Member State shall be adopted under Art. 115 par. (2). If shareholders representing a majority of the share capital are present or represented, the decision may be adopted by a simple majority.


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Art. 270 c ^ 2) was introduced by pt. 12 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.


Article 270 ^ 2 d)

(1) Creditors European companies whose claims antedate the publication of the transfer and not maturing may oppose its publication under Art. 62.


(2) Opposition under par. (1) suspend the execution of the transaction until the date on which the judgment becomes final, unless the company proves debtor to repay debts or guarantees accepted by creditors or conclude an agreement with them to pay debts.


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Alin. (2) art. 270 ^ 2 d) was amended by section. 30, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012.
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Art. 270 ^ 2 d) was introduced by pt. 12 of art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.


Article 270 ^ 2 e)

(1) Shareholders who voted in favor of the judgment by which the General Assembly approved the transfer was registered in another Member State have the right to withdraw from the company and to request purchase of their shares by the company.


(2) The right of withdrawal may be exercised within 30 days of the adoption of General Assembly decision.


(3) Shareholders filed at the company, along with withdrawal in writing, the shares they own or, if applicable, shareholder certificates.


(4) The price paid for the shares of company exercising the right of withdrawal will be determined by an independent certified expert, the average value resulting from the application of at least two valuation methods recognized by the legislation in force at the valuation date. The expert appointed by the judge-delegate in accordance with art. 38 and 39. The cost assessment will be borne by the company.


(5) Judge delegate, after verifying the legality of the transfer, issue an order certifying the conditions provided for by art. 3-5 in this law and the provisions of art. 8 of Council Regulation (EC) No. 2.157 / 2001.


(6) After striking European society transferred Trade Register will communicate Journal of the European Union, at the expense of a notice to delist the company from the commercial register in Romania due to transfer its seat to another Member State.


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Art. 270 ^ 2 e) was introduced by pt. 12, art. I of the Emergency Ordinance no. 52 of 21 April 2008, published in Official Gazette no. 333 of 30 April 2008.

Title VIII Crimes



----------
offenses and crimes heading of Title VIII amended by section. 184, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 270 ^ 3


(1) Violation of art. 74 is a contravention and is sanctioned with a fine of RON 2,500 to RON 5,000.


(2) Violation of art. 131 par. (4) a contravention and is sanctioned with a fine of 5,000 lei to 10,000 lei.


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Alin. (2) art. 270 ^ 3 was amended by section. 65, art. I of the Emergency Ordinance no. 82 of 28 June 2007, published in the Official Gazette no. 446 of 29 June 2007.

(3) The contraventions and the sanctions under par. (1) and (2) shall be performed by bodies with control of the Ministry of Finance - National Agency for Fiscal Administration and its territorial units.


----------
Art. 270 ^ 3 was introduced pts. 185, art. I of Law no. 441 of 27 November 2006, published in Official Gazette no. 955 of 28 November 2006.

Article 271


Be punishable by imprisonment from 6 months to 3 years or a fine founder, manager, general manager, director, member of the board or the supervisory board or the legal representative of the company:

A) shows, in bad faith, prospectuses, reports and communications to the public, untrue data on the formation of a company or its legal or economic conditions or hides, in bad faith, in whole or in part such data ;


B) present, in bad faith, shareholders / associates financially inaccurate or incorrect information on economic and legal conditions of society, to conceal its real situation;



C) refuse to provide experts in cases and under the terms of art. 26 and 38, paperwork or deter bad faith to fulfill the commission received.


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Art. 271 has been amended pt. 2 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 272


(1) shall be punishable with imprisonment from 6 months to 3 years or a fine founder, manager, general manager, director, member of the board or the supervisory board or the legal representative of the company:


A) acquires its behalf, shares of other companies at a price higher obviously knows their real value, or sell, on behalf of the company, which it holds shares, priced about which it knows They are manifestly below their real value in order to obtain for himself or for another person, an advantage to the detriment of society;


B) uses, in bad faith, goods or credit enjoyed by the company, for a purpose contrary to its interests or his own benefit or to favor another company that has interests, directly or indirectly;


C) borrow in any form, directly or through an intermediary, the company that manages, from a company controlled by it or by a company he controls the company that administers the amount borrowing the upper limit laid down in art. 144-4 par. (3) a) or make one of these companies to issue any guarantee for own debts;


D) violates the provisions of art. 183.


(2) not considered a criminal act in para. (1) b) if committed by the administrator, director, directorate member or legal representative within the treasury operations between the company and other companies controlled by or controlling, directly or indirectly.


(3) not considered a criminal act in para. (1) c) if committed by a company which is itself the founder and the loan is made from one of the companies controlled by or controlling it directly or indirectly.


----------
Art. 272 has been amended pt. 3 of Art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 272 ^ 1


Be punished with imprisonment from one year to five years the founder, manager, general manager, director, member of the board or the supervisory board or the legal representative of the company:

A) spreading false news or uses other fraudulent means have the effect of raising or lowering the value of the shares or debentures of the company or other securities that belong in order to obtain for himself or others an advantage in damage society;


B) collect or pay dividends in any form of fictitious profits or which could not be distributed without the annual financial statement or contrary to results from it.


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Art. 272 ^ 1 has been amended pt. 4 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 273


Be punishable by imprisonment from 3 months to 2 years or a fine manager, general manager, director, member of the board or the supervisory board or the legal representative of the company:

A) issue shares of a value less than their legal value or at a price below face value or issue new shares for cash contributions before the previous actions have been paid in full;


B) is used in general meetings of the unsubscribed shares or distributed to shareholders;


C) grants, loans and advances on the shares of the company or provide security conditions other than those prescribed by law;


D) the holder surrenders early actions or surrender shares released in whole or in part, except for cases stipulated by law or issue bearer shares without fully paid;


E) does not comply with legal provisions regarding the cancellation of shares outstanding;


F) issuing bonds or shares without complying with the legal provisions include details required by law.


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Art. 273 amended by section. 5 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 274



Be punishable with imprisonment from one month to one year or a fine manager, general manager, director, member of the board or the supervisory board or the legal representative of the company:

A) carries out the decisions of the general assembly on the changing shape of society, the merger or the division or reduce its share capital before the deadlines provided by law;


B) carries out the decisions of the general assembly regarding the capital reduction, with members to be executed for carrying amount of the payment due or without that they have been exempted by the decision of the General Assembly, subsequent payments;


C) carries out the decisions of the general assembly on the changing shape of society, merger, division, dissolution, reorganization or reduction of capital, without informing the judicial body or breach of the prohibition set out therein, where the company began to prosecution.


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Art. Section 274 has been amended. 6 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 275


(1) shall be punishable with imprisonment from one month to one year or a fine manager, general manager, director, member of the supervisory board or directorate that:


A) violate, even through intermediaries or simulated acts, the provisions of art. 144 ^ 3;


B) does not call the general assembly in the cases provided by law or violates the provisions of art. 193 par. (2);


C) starts operations on behalf of a limited liability company prior to disbursement be made entirely of capital;


D) issue securities representing shares in a limited liability company;


E) acquired shares of the company in its account where prohibited by law.


(2) The penalty in para. (1) is punishable associate who violates the provisions of art. 127 or art. 193 par. (2).


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Art. Section 275 has been amended. 7 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 276


Be punishable with imprisonment from one month to one year or a fine not censor convene a general meeting where it is required by law.

Article 277


(1) shall be punishable with imprisonment from 3 months to one year or a fine person who accepted or kept the charge of censor, contrary to art. 161 par. (2), or the person who accepted the expert commission, in violation of art. 39.


(2) Decisions taken by the general meeting based on a report by an auditor or expert, appointed in violation of art. 161 par. (2) and art. 39, can not be canceled due to violation of the provisions contained in those articles.


(3) The penalty in para. (1) is punishable founder, administrator, director, executive director or auditor exercising their functions or assignments in violation of this law on incompatibility.


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Art. Section 277 has been amended. 8 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 278


(1) The provisions of art. 271-277 liquidator applies in so far as it relates to obligations falling within its powers.


(2) shall be punishable with imprisonment from one month to one year or with fine which make payments liquidator associates in breach of art. 256.


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Alin. (2) art. It amended by section 278. 9 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 279


(1) shall be punishable with imprisonment from 3 months to 2 years or with fine which the shareholder or bondholder:


A) pass its shares or bonds behalf of others, in order to form a majority in the General Assembly, at the expense of other shareholders or bondholders;


B) voting in general meetings, in the situation referred to in subparagraph a) as the owner of shares or bonds that do not really belong;


C) in exchange for an improper financial benefit, undertakes to vote in a certain way in the General Assembly or not to take part in the vote.



(2) Determination of a shareholder or holder of bonds, in exchange for an improper financial benefit, to vote in a certain sense in the general meetings or not to take part in the vote is punishable by imprisonment from 6 months 3 years or a fine.


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Art. Section 279 has been amended. 10 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 280


Repealed.
----------
Art. Section 280 was repealed. 11 of Art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 280 ^ 1


Transmission notional shares or shares held in a company for the purpose of committing an offense or absconding from prosecution or in order îngreunării it, shall be punished with imprisonment from one year to five years.
----------
Art. 280 ^ 1 was amended by section. 12 of art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 280 ^ 2


Repealed.
----------
Art. 280 ^ 2 section was repealed. 13, art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 280 ^ 3


Use with science, provisions of a company registered, in order to produce legal consequences, an offense punishable by imprisonment from 3 months to 3 years or a fine.
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Art. 280 ^ 3 has been amended pt. 14, art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 281


The facts set out in this title, if, according to the Penal Code or special laws constitute more serious offenses, is punished with the punishment provided for therein.
----------
Art. Section 281 has been amended. 15, art. 33 Title II of Law no. 187 of 24 October 2012, published in Official Gazette no. 757 of 12 November 2012.

Article 282


Repealed.
----------
Art. 282 was repealed by paragraph. (2) art. 156, Cap. VI of Law no. 85 of 5 April 2006, published in Official Gazette no. 359 of 21 April 2006.

Article 282 ^ 1


Repealed.
----------
Art. 282 ^ 1 was repealed by art. 26 Title II of Law no. 255 of 19 July 2013 published in the Official Gazette no. 515 of 14 August 2013.



Title IX Final and transitional

Article 283


(1) The companies organized under Law no. 15/1990 on the reorganization of state economic units as autonomous and commercial companies, as amended, privatized or to be privatized, can only operate based on statute.


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Alin. (1) art. Section 283 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(2) Changing the law, statute, they can call the association articles of incorporation, without thereby arises a new society.


----------
Alin. (2) art. Section 283 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society."

(3) The existing companies, associations may change the association, providing him the documents to which they will have access, for the purposes of art. 8 letters i).


(4) Companies owned or majority state can operate with any number of associates.


----------
Alin. (4) art. Section 283 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society.




Entry Article 284 employees at the companies is based on an individual employment contract with compliance with labor law and social security.
----------
Art. 284 amended by section. 31, art. 18, Title IV of law no. 76 dated 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society.

Article 285


If the sole member of a limited liability company is the administrator, can benefit from social security pension as a state, to the extent that paid social security contributions and that supplementary pensions.

Article 286



The establishment of companies with foreign participation in association with Romanian legal or natural persons or foreign capital shall be subject to the provisions of this law and the law on foreign investment regime. *)
----- -----
Art. Section 286 has been amended. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 of 30 May 2012, by replacing "company" by "society.




Activities that Article 287 can not be a society are established by Government decision.
----------
Art. 287 amended by section. 31, art. 18, Title IV of Law no. 76 of 24 May 2012 published in the Official Gazette no. 365 30 May 2012, by replacing "company" by "society.

Article 288


For the authentication will pay stamp duty and notary fees legal.

Article 289


In this law, Bucharest is assimilated with the county.

Article 290


(1) Small and profit-making associations, legal entities established under Decree-Law no. 54/1990 on the organization of economic activities based on free initiative and reorganized to 17 September 1991 in one of the types of company referred to in art. 2 of this law will be able to continue working.


(2) They are the successor to the laws of small businesses and associations with profit of origin.


Article 291


The provisions of this law are completed by the Civil Code and the Code of Civil Procedure.
----------
Art. Section 291 has been amended. 7 of art. 10 Section 3, Cap. II of Law no. 71 of 3 June 2011, published in Official Gazette no. 409 of 10 June 2011.

Article 292


Established companies with foreign participation until December 17, 1990 may continue their activity according to their constituent act, approved under the law.

Article 293


Repealed.
----------
Art. 293 was repealed by pt. 4 of art. I of Law no. 302 of 24 October 2005, published in Official Gazette no. 953 of 27 October 2005.

Article 294


On entry into force of this Law, art. 77-220 and 236 of the Commercial Code **), the provisions relating to small and lucrative associations with legal personality, of Legislative Decree no. 54/1990 on the organization of economic activities based on free initiative, Decree no. 424/1972 on the establishment and operation of joint ventures in Romania, except art. 15, art. 28 para. 1, art. 33 and art. 35 para. 2 and 3, Decree-Law no. 96/1990 regarding some measures to attract investment of foreign capital in Romania.

Note



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**) According to Art. IX Government Emergency Ordinance no. 32/1997, approved with amendments by Law no. 195/1997, on the effective date of this ordinance (July 28th 1997), the art. 237-250 and art. 264-269 of the Commercial Code.

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