LEGE no. 566 566 of 9 December 2004 (* updated *) of agricultural cooperation ((applicable from 1 February 2014 *)
ISSUER
PARLIAMENT
--------------- *) The updated form of this normative act until February 1, 2014 is carried out by the legal department of S.C. "Territorial Center of Electronic Computing" S.A. Piatra-Neamt by including all the changes and additions made by: LAW no. 134 134 of 12 May 2006 ; LAW no. 343 343 of 17 July 2006 ; LAW no. 32 32 of 16 January 2007 ; LAW no. 274 274 of 7 December 2011 ; LAW no. 95 95 of 12 April 2013 ; LAW no. 187 187 of 24 October 2012 . The content of this act is not an official document, being intended to inform users The Romanian Parliament adopts this law + Chapter I General provisions + Article 1 This law establishes the legal framework of the organization and functioning of the cooperation in agriculture. + Article 2 The agricultural cooperative represents an autonomous association of natural and/or legal persons, as the case may be, the legal person of private law, constituted on the basis of free consent expressed by the parties, in order to promote the interests of the cooperative members, in compliance with the cooperative principles, the implementation of agricultural policies to stimulate the association of producers in the field, which are organized and operate according to the provisions of this law. ------------ Article 2 has been amended by section 2. 1 1 of art. unique from LAW no. 274 274 of 7 December 2011 published in MONITORUL OFFICIAL no. 876 876 of 12 December 2011. + Article 3 The agricultural cooperative is an autonomous association with an unlimited number of members, with variable capital, which exercises an economic, technical and social activity in the private interest of its members. --------------- Article 3 has been amended by section 3. 1 1 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. + Article 4 (1) Agricultural cooperatives may be Grade 1 and 2. ... (2) Grade 1 agricultural cooperatives are associations of natural persons and authorized individuals defined according to Government Emergency Ordinance no. 44/2008 ... on the conduct of economic activities by authorized individuals, individual enterprises and family enterprises, with subsequent amendments and completions. ------------- Alin. ((2) of art. 4 4 has been amended by section 1 1 of art. unique from LAW no. 95 95 of 12 April 2013 , published in MONITORUL OFFICIAL no. 213 213 of 15 April 2013. (3) Grade 2 agricultural cooperatives are legal persons made up of natural persons, authorized individuals defined according to Government Emergency Ordinance no. 44/2008 ... , with subsequent amendments and completions, and legal entities, as the case may be, for the purpose of horizontal and vertical integration of the economic activity carried out by them and authorized in accordance with the provisions of this law. ------------- Alin. ((3) of art. 4 4 has been amended by section 1 1 of art. unique from LAW no. 95 95 of 12 April 2013 , published in MONITORUL OFFICIAL no. 213 213 of 15 April 2013. + Article 5 The agricultural cooperative is constituted and operates with a minimum number of 5 persons. The social capital consists of social parts of equal value; the nominal value is established by the articles of association. The social parts may be in money and/or in kind; the cash contribution shall be binding upon the constitution of any agricultural cooperative. + Article 6 The agricultural cooperation comprises cooperatives, legal entities on fields and branches of activity, such as: a) agricultural service cooperatives, which provide the services for small producers in the cooperative system; ... b) agricultural cooperatives of acquisitions and sales, which organize both the purchases of materials and technical means necessary for agricultural production, as well as the sales of agricultural products; ... c) agricultural processing cooperatives of agricultural products, which provide typical, branded products with permanent presence; ... d) agricultural and small agricultural cooperatives in agriculture; ... e) agricultural cooperatives for the exploitation and management of agricultural land, forestry, fisheries and livestock; ... f) agricultural cooperatives for financing, mutual assistance and agricultural insurance; ... g) agricultural cooperatives of the above mentioned types and other types that will be constituted in compliance with the provisions of this law. ... + Article 7 The agricultural cooperative carries out commercial activities, being the producer of goods and services in agriculture, aiming for this purpose: a) ensuring the conditions for obtaining economic advantages by all cooperating members; ... b) ensuring the requirements of cooperative members in the supply of means necessary for agricultural production; ... c) obtaining agricultural, animal and fish farming goods, according to market standards; ... d) creating conditions for the processing of agricultural products of plant, animal and fish origin, obtaining finished food products to the quality of market and consumer standards; ... e) valorisation of the production ... f) economic and social development of the rural area. ... + Article 8 Agricultural cooperatives are based on the following cooperative principles: a) the principle of voluntary and open association; ... b) the principle of equality of members in decision making administrative management of the cooperative's activity; ... --------------- Point b) art. 8 8 has been amended by section 4.2 2 2 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. c) the principle of economic participation of cooperative members; ... d) the principle of autonomy and independence of agricultural cooperatives; ... e) the principle of education, training and information of cooperative members; ... f) principle of cooperation between agricultural cooperatives; ... g) the principle of concern for the sustainable development of communities. ... + Article 9 Within the meaning of the present law, the following terms are defined as a) cooperative member-natural person who submits an application for registration and subscribes to the social capital of the agricultural cooperative the contribution provided by the articles of association; legal entities participating in the establishment of the 2nd degree agricultural cooperative shall be considered as cooperative members in these cooperatives; ... b) founding member-natural person or legal person who signs the constitutive act of the agricultural cooperative; ... c) divisible part-the part of the agricultural cooperative's patrimony comprising the value of the shares issued in exchange for the contribution made by the cooperative members to the share capital, as well as the dividends due to the cooperative members; ... d) indivisible part-the part of the patrimony of the agricultural cooperative accumulated by it in the course of the activity, except the divisible part, which cannot be the subject of distribution or acquisition among the cooperative members; ... e) social parts-divisions of the social capital, nominative, issued in material form, of equal value, indivisible, non-negotiable and which are not interest-bearing. ... + Chapter II Establishment, organisation and operation of agricultural cooperatives + Article 10 (. The agricultural cooperative shall be established, organized and operated on the basis of the articles of association concluded in the form of an authentic instrument, comprising the association decision, the list of the founding members, the value of the social parts subscribed by each, accompanied by status. ... (2) In fulfilling its goals and objectives, the agricultural cooperative may have branches, subsidiaries, agencies, representative offices and other secondary offices. ... + Article 11 (. The constitutive act of the agricultural cooperative shall include: ... a) the name and seat; ... --------------- Letter a) a par. ((1) art. 11 11 has been amended by section 4.2 3 3 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. b) the type and degree of agricultural cooperative; ... c) the list of names and surnames, place and date of birth, domicile, personal numerical code, citizenship of natural persons, founding members, name, number of the trade register and the premises of authorized individuals, defined according to Government Emergency Ordinance no. 44/2008 ... , with subsequent amendments and completions, and of legal persons cooperating members. ------------- Lit. c) a par. ((1) of art. 11 11 has been amended by section 4.2 2 2 of art. unique from LAW no. 95 95 of 12 April 2013 , published in MONITORUL OFFICIAL no. 213 213 of 15 April 2013. (. The Statute of the Agricultural Cooperative shall include: ... a) the object of activity, with the precise and complete enumeration of the activities; ... b) the duration of operation of the agricultural cooperative; ... c) the conditions under which the cooperative member of the agricultural cooperative is acquired or withdrawn, as well as the conditions under which it may be excluded; ... d) the number and nominal value of the shares, the minimum number and the maximum limit of social parts subscribed and paid by each cooperating member, the mention of the contribution of each cooperating member, in cash and/or in kind, the value of the contribution in the nature and manner of the assessment, and the date on which the subscribed share capital will be fully paid; ... e) the manner of shedding of the subscribed social parts and the conditions of their restitution; ... f) rules on the choice, composition and duties of the general meeting, the board of directors and the censors, their duties and oblibations; ... g) how to dissolve and liquidate the agricultural cooperative; ... h) how to distribute net profit or cover losses resulting at the end of the financial year, how to form the reserve fund's minimum share; ... i) the way of convening the general meetings, the board of directors and the conditions for the validity of their decisions; ... j) accounting records specific to the cooperative system, other than those provided for in the accounting law; ... k) conditions regarding the establishment of branches, branches, agencies, representatives, sections, working points; ... l) the rights and oblibations of the cooperating members; ... m) the way of alienation or transmission in use of land, buildings or other goods in the patrimony of the agricultural cooperative; ... n) any other provisions the necessity of which results from the provisions of this law and other legal provisions. ... + Article 12 (1) The agricultural cooperative will have its own name, including the agricultural cooperative phrase. ... --------------- Alin. ((1) art. 12 12 has been amended by section 4 4 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. (2) It is prohibited to use the agricultural cooperative phrase in the name of companies that do not have the status of agricultural cooperative and the appropriate form of organization. ... + Article 13 The constitutive act and the status of the agricultural cooperative are signed by the founding members + Article 14 (1) The agricultural cooperative shall be registered at the trade register office of the courthouse in whose territorial area it is based. ... (2) The application for registration and authorization will be accompanied by the articles of association and the status of the agricultural cooperative, by proof of payment of the minimum number of social parts subscribed, as well as by the documents on proof of ownership goods which are subject to the in-kind contribution. ... (3) The agricultural cooperative is the legal person from the date of registration. ... + Chapter III Share capital + Article 15 (1) The social capital of the agricultural cooperative is at least 5,000,000 lei, for agricultural cooperatives of grade 1, and at least 100,000,000 lei, for agricultural cooperatives of grade 2, being composed of social parts subscribed to accession and According to the articles of association. ... (2) The number of shares initially paid may not be less than 1/10 of the number of social parts subscribed, and the value of a social part may not be less than 100.000 lei. ... (3) A cooperative member of an agricultural cooperative may hold social parts within the limits and under the conditions laid down in the Articles of Association, without being able to exceed 20% of the share capital of the agricultural cooperative. ... (4) Upon entry into the agricultural cooperative, movable and immovable property which is constituted as a contribution to the share capital shall be assessed in order to determine the value of the social parts subscribed in kind by the cooperating members. ... ------------- Alin. ((4) art. 15 15 has been amended by section 5 5 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. (5) In the case of agricultural cooperatives for the administration and management of agricultural land, the goods that are brought into use in the agricultural cooperative, as well as land of any kind shall remain the property of the cooperative members, the agricultural cooperative having the right to wear. ... ------------- Alin. ((5) art. 15 15 has been amended by section 5 5 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. (6) The increase of the share capital or its reduction, as well as the reception of new cooperative members shall be made on the basis of the general meeting ... (7) The decision of the general meeting on the increase of the share capital or the reduction of the share capital is published in the Official Gazette of Romania, Part IV, only if they are more than 10% of the share capital. ... ((8) The reduction of the share capital, if more than 10%, shall be displayed at the premises of the agricultural cooperative. The reduction can only be operated after 30 days from the date of display. ... (9) The social parts may be transferred between the cooperating members, donated and bequeathed. The divestment and donation of social parts to persons outside the agricultural cooperative can be made only with the approval of the general meeting and only if the buyer or donor, as the case may be, requests the registration in the agricultural cooperative. ... ------------- Alin. ((9) art. 15 15 has been amended by section 5 5 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. (10) The agricultural cooperative may not return the value of the social parts except in the event of death, withdrawal or exclusion of a cooperating member, as well as in the case of the dissolution of the agricultural cooperative. ... + Chapter IV Rights and oblibations of cooperative members + Article 16 (1) The signatories of the constitutive act of the agricultural cooperative are founding members. ... (2) The quality of the cooperating member is acquired by signing the articles of association, for the founding members, or on the basis of an application for accession and with the express declaration of recognition of the constitutive act, endorsed by the board of directors and approved by the general assembly, for applicants after the establishment of the agricultural cooperative. ... (3) He may be a cooperative member of an agricultural cooperative any natural person, authorized natural person, defined according to Government Emergency Ordinance no. 44/2008 ... , with subsequent amendments and completions, or legal person who: ------------- The introductory part of para. ((3) of art. 16 16 has been amended by section 4.2 3 3 of art. unique from LAW no. 95 95 of 12 April 2013 , published in MONITORUL OFFICIAL no. 213 213 of 15 April 2013. a) has the full capacity of exercise, respectively it is legally constituted; ... b) share the common goal; ... c) make an application for accession, except for the founding members; ... d) subscribe and pay the number of social parts provided for in the articles of association; ... e) undertake to comply with the legal provisions and the constitutive act of the agricultural cooperative; ... f) meets any other conditions laid down by the articles of association; ... g) at the date of registration in the agricultural cooperative, each member must shed at least 30% of the value of the subscribed capital, and the difference will be paid within 12 months from the date of registration. ... (4) There may be no founding members or members in the governing bodies persons who, according to the law, are incapable or who have been convicted of crimes against heritage by disregarding trust, corruption offences, embezzlement, offences of forgery in documents, tax evasion, offences provided for by Law no. 656/2002 ... for the prevention and sanctioning of money laundering, as well as for the establishment of measures to prevent and combat the financing of acts of terrorism, republished, or for the offences provided by Law no. 31/1990 on companies, republished, with subsequent amendments and completions. ------------- Alin. ((4) of art. 16 16 has been amended by art. 162 of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. (5) The rights and oblibations of the cooperative members towards the agricultural cooperative shall be established by statute, which must contain provisions concerning: ... a) the participation of cooperative members in the general meetings of the agricultural cooperative; ... b) the right to choose and to be elected to the governing bodies or as censor of the agricultural cooperative; ... c) participation in distribution of net profit; ... d) participation of cooperative members in the work of the agricultural cooperative; ... e) the right to information on the activities of the agricultural cooperative ... f) the right to withdraw from the agricultural cooperative; ... g) the right to benefit from facilities and services from the agricultural cooperative. ... + Article 17 (1) In the agricultural cooperative the rights and oblibations of the cooperating members shall be equal. Regardless of the size of the share of each share in the share capital, each member shall be expressed by one vote. ... (2) The distribution of the profit of the cooperative shall be made in accordance with the general meeting ... ------------- Alin. ((2) art. 17 17 has been amended by section 6 6 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. + Article 18 (. The following categories of relations may exist between the agricultural cooperative and the cooperating member: ... a) patrimonial, depending on the number of shares held; ... b) work, if the cooperative member concludes with the agricultural cooperative a labor contract, under the law; ... c) commercial, for the delivery of products and services performed by the cooperative member for the agricultural cooperative, as an independent economic agent. ... (2) The traveller of economic activities carried out on the basis of cooperative relations shall be assigned to the cooperative member by agricultural cooperatives, the income obtained being subject to income tax. ... ------------- Alin. ((2) art. 18 18 has been amended by section 7 7 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. (3) Cooperative members are not obliged to provide work in the agricultural cooperative. The cooperative members of the agricultural cooperative, specialists and other persons may be employed in the agricultural cooperative on the basis of employment contract, under the conditions provided by law and statute. ... + Article 19 The property liability of a cooperating member shall be limited to the number of social parts subscribed. + Article 20 (1) The cooperative membership ceases by withdrawal, exclusion, death or as a result of the dissolution of the agricultural cooperative. ... (2) The conditions for suspension, withdrawal or exclusion of cooperative members from the agricultural cooperative are established by statute. ... (3) The withdrawal from the agricultural cooperative shall be made on the basis of written application, and the refund of the rights will be made within 3 months from the approval of the annual financial situation. The articles of association shall lay down the minimum period after which the withdrawal from the agricultural cooperative, which may not be less than one year, may be required. ... ((. The exclusion of a cooperating member shall be proposed by the Management Board and shall be approved by the General Assembly. ... ------------- Alin. ((4) art. 20 20 has been amended by section 8 8 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. (5) Against the decision of the general assembly the cooperating member may appeal under the law. ... (6) In the event of death, the property rights and oblibations of the heirs of the cooperative members shall be determined in accordance with the provisions of the legislation in force ... (7) The rights and oblibations of the members of the cooperative members, in the case of dissolution of the agricultural cooperative, shall be established by the articles of association ... + Article 21 In the event of the cessation of the quality of the cooperating member, he is entitled to the refund of the value of the contributions paid, after his oblations to the agricultural cooperative have been deducted. + Chapter V Management and control bodies of the agricultural cooperative + Article 22 The governing bodies of the agricultural cooperative are the general assembly and the board of directors. + Section 1 General Assembly + Article 23 (1) The general assembly shall be composed of the founding members and the cooperating members who have acceded to the constitutive act of the agricultural cooperative. The general meeting may be ordinary or extraordinary. ... (2) The statutes shall determine the modalities for the convocation of the ordinary and extraordinary general meeting, the working quorum and the functioning. ... (3) Cooperative members may be represented in general meetings by other cooperative members on a proxy basis. The articles of association shall govern the conditions of representation. ... (4) The decisions of the general meeting shall be taken with the vote of two thirds of the number of cooperating members participating in the debates ... (5) The ordinary general meeting of the agricultural cooperative shall be held at least once a year, in the first 3 months following the end of the financial year. ... + Article 24 The ordinary general meeting has the following tasks: a) approve the annual financial situation, the revenue and expenditure budget, allocate the net profit or the coverage of losses, as well as the discharge of the management board; ... b) approve the organizational structure and management functions, the conditions of choice, revocation and dismissal of persons with management positions, as well as the limits in which they exercise their duties; ... c) approve and modify the statute, the registration, the exclusion of members from the agricultural cooperative, as well as the appeals of those who have been rejected their registration or those excluded; ... d) elect representatives of delegates to general meetings of branch unions or central union, determine the allowances of the members of the board of directors and censors, replacement or sanctioning of administrators, modification and completion the object of activity of the agricultural cooperative; ... e) approve the establishment or increase of the minimum reserve rate, as well as the use of the statutory reserve; ... f) choose the governing bodies and censors; ... g) appoints, when the law requires it, a verifier and/or an internal auditor; ... h) adopt any other decisions reserved for the ordinary general meeting by statute. ... + Article 25 (. The extraordinary general meeting shall meet whenever it is necessary to make a decision to: ... a) relocation of the agricultural cooperative headquarters; ... b) extension of the operational life of the agricultural cooperative; ... c) increase of social capital; ... d) the reduction of the share capital or its reunification; ... e) merger with other agricultural cooperatives or division; ... f) dissolution and liquidation of the agricultural cooperative; ... g) change of the type of agricultural cooperative; ... h) increase of the nominal value of the shares; ... i) the establishment or abolition of subsidiaries, agencies, branches, representative offices and secondary offices; ... j) mortgage, pledging or alienation of tangible assets of the agricultural cooperative; ... k) the conclusion of association contracts between the agricultural cooperative and other legal and natural persons; ... l) the participation of the agricultural cooperative in the constitution with social capital in other legal entities; ... m) issuance of cooperative bonds; ... n) registration of new members. ... (2) For the meeting and holding of the extraordinary general meeting, when the statute does not have otherwise, it is necessary to present two thirds of the members. ... + Article 26 (1) The decisions of the general meetings shall be recorded in a minutes, in which the place will be specified, the date of the young general meeting, the agenda, the number of members present at the assembly and the result of the vote. ... (2) The minutes shall be signed by the chairman of the board of directors of the agricultural cooperative and by the person designated for its preparation. ... (. The minutes shall be entered in a special register, which shall be kept at the premises of the agricultural cooperative. ... ((. Any member shall have the right to consult the minutes. ... + Section 2 Board of Directors + Article 27 (1) The administration of agricultural cooperatives shall be ensured by the Management Board. The Management Board shall be constituted by an odd number of members, but not less than 3 members, who shall be elected by secret ballot of the general assembly for a period of 4 years, under the conditions laid down by the statute. First administrators are chosen by the founding members. ... (. The Board of Directors shall meet on a monthly basis, shall be convened by the President and shall adopt decisions by vote in the presence of two thirds of the number of its members. ... + Article 28 The Management Board shall: a) ensure compliance with the statute and carry out the decisions of the general assembly; ... b) submit for approval to the general meeting the annual programme on economic and financial activity and the revenue and expenditure budget; ... c) analyze quarterly economic and financial activity of the agricultural cooperative; ... d) determine the number and structure of the staff employed by the agricultural cooperative ... e) hire and dismiss the members of the executive management; ... f) organize cooperation actions with other cooperatives, with the approval of the general meeting; ... g) provides the censors with the necessary means to exercise their duties; ... h) presents to the general meeting, at the end of the financial execution, the annual activity report and the management report. ... + Article 29 (1) They may not be members of the board of directors members of cooperators located in one of the situations referred to in art. 16 16 para. ((4). ... (2) Members of the board of directors may not be employed in agricultural cooperatives. They will receive an allowance set by the general assembly, under the law. ... (3) The Board of Directors may not, at the same time, be a member of the spouse, as well as the relatives and members of the members until the third degree. ... (4) The members of the board of directors may not be associates, shareholders, administrators, executives and censors in companies that have the same object of activity with the agricultural cooperative. ... + Article 30 (1) The administrators are required to submit, within one month of their choice, a monetary guarantee, which may not be less than the equivalent of ten shares. In the event of non-filing within, they shall decline from the right to serve on the board of directors. ... (2) The money guarantee provided in par. ((1) shall be returned in the event of revocation or resignation of the administrators, but only after the general meeting has approved the annual financial statement of the last financial year and has given them discharge. ... + Article 31 (. The Management Board shall appoint an Executive Director. ... (2) The Executive Director shall perform his duties under the guidance of the Management Board and shall be the employee of the Agricultural Cooperative. ... (3) The husband, wife, relatives, as well as the administrators of the administrator may not hold the position of executive director within the same agricultural cooperative. ... + Article 32 (. Administrators shall be jointly and severally liable to the agricultural cooperative for: ... a) the implementation of the payments made by the cooperating members; ... b) the existence of registers required by law and their correct holding; ... c) the actual existence of the surplus and the distribution of the surplus; ... d) judicious and efficient management of the agricultural cooperative's patrimony; ... e) the performance of the duties that the law and the articles of association impose and which do not have the character of special or personal obligations. ... (2) The administrators shall respond jointly with their predecessors if they have knowledge of the irregularities committed by them and do not inform about this situation the censors or the general meeting. ... + Article 33 (1) The administrator who has in a certain operation, directly or indirectly, interests contrary to the agricultural cooperative must notify the general assembly and the other administrators and not take part in any decision regarding that operation. The same obligation has the administrator if, in a certain operation, he knows that the wife/husband, relatives or afinii are interested until the third degree inclusive. ... (2) The administrator who did not comply with the provisions of para. (1) will respond to the damage resulting for the agricultural cooperative. ... + Article 34 ((1) The legal action for damages caused by the administrators of the agricultural cooperative shall be decided by the general assembly. ... (2) From the moment when the general meeting decided to start the judicial action, the mandate of the administrators shall cease to be right, and the general meeting will proceed with their replacement. ... ((3) The liability of the administrators shall not cease with the approval of the annual financial situation, nor by the discharge given annually by the general meeting. ... + Article 35 (1) The chairman of the board of directors of the agricultural cooperative is not an employee. He may be remunerated according to the general assembly's ruling ... (2) The duties of the Chairman of the Board shall be determined by statute. The Management Board may delegate a portion of its own duties to the President. ... + Section 3 Censors + Article 36 (1) The ordinary general assembly chooses, once every 4 years, as a rule between persons who do not have the status of a cooperative member, one to 3 tenured censors and one to 3 alternate censors. They cannot be elected censors, and if however they were elected, decad from their mandate, the employees of the agricultural cooperative, as well as the spouses/wives of the administrators and their relatives up to the third degree inclusive. The order of age, I replace the titular ones. If even with alternates the number cannot be completed, the remaining censors can co-opt one of the members of the agricultural cooperative, until his approval by the general assembly. ... (2) The accounting expert or the authorized accountant who is not a member of the agricultural cooperative may exercise his or her activity as a natural or legal person. ... (3) Under the law, at least one censor must be an authorized accounting or accounting expert, elected among the members of the Corps of accountants and authorized accountants in Romania. ... + Article 37 ((1) The censors have the following main tasks: ... a) examine, at least every 3 months, the registers of the agricultural cooperative to become aware of the financial operations and certify whether the documents are drawn up according to the legal norms; ... b) supervise and verify the management of the agricultural cooperative, as well as the correct and regular keeping of the registers, the legality of the annual financial situation and the profit and loss account; ... c) unannounced the control of the cashier, at least once a month; ... d) verify, at least once a quarter, with the help of registers, the situation of social parts, the existence of securities or values deposited in the preservation of the agricultural cooperative; ... e) verify that the conditions required for the presence of the cooperating members at the general meeting ... f) certifies the annual financial situation and prepares its own report at least 10 days before the date of the young general meeting; ... g) supervise the operations of liquidation of the agricultural cooperative; ... h) participate in all general meetings and ensure that the legal provisions of the articles of association and of the statutes are respected by the administrators; ... i) attend the meetings of the administrators; ... j) verify and find the deposit of the guarantee by the administrators ... ((2) The censors shall deliberate and the findings shall be recorded in a special register. ... (3) The control may be made by each individual censor. ... ((4) The Censors shall be jointly and severally liable to the agricultural cooperative by the way they fulfil their mandate. ... ((5) The censors shall be obliged, no later than one month after their election, to lodge a security at the level of half of that established for the administrators. Censors may be remunerated with a fixed allowance set by the general meeting. ... (6) The mandate of the censor shall cease by resignation, revocation or death. ... (7) Revocation of censors shall be made by the general assembly, according to the statute ... + Chapter VI Registers of agricultural cooperatives + Article 38 (1) In addition to the records provided by law, the agricultural cooperative must keep: ... a) the inventory register; ... b) the register of cooperative members and of the social parts of each; ... c) register of general meeting meetings; ... d) the register of board meetings; ... e) the register of findings made by censors in the exercise of their mandate ... f) the register of contributions in kind to the share capital of the agricultural cooperative. ... (2) Registers provided in par. ((1) must be numbered, sealed and targeted annually by a notary. ... (3) The registers of the cooperating members may be held on paper or in computerized system. ... + Article 39 The Management Board must submit to the censors, at least one month before the day set for the meeting of the general meeting, the annual financial statement of the previous financial year, with the profit and loss account, accompanied by the report and the related supporting documents. + Article 40 (1) The financial situation and the profit and loss account shall be drawn up under the conditions provided by law. ... (2) The financial situation and the profit and loss account, together with the management report, will be deposited at the agricultural cooperative's headquarters at least 15 days before the meeting of the general meeting, to be examined by the cooperating members and the censors. ... + Article 41 (1) The Management Board shall be obliged to submit a copy of the annual financial statement, accompanied by the profit and loss account, to the financial administration, attaching its report, the report of the censors and the minutes of the general meeting. ... (2) The deadline for submitting the documents referred to in par. (1) is 15 days from the date of the young general meeting. ... + Chapter VII Financial management control + Article 42 Agricultural cooperatives can organize, according to the law, financial management control. + Article 43 The Board of Directors of the Agricultural Cooperative issues acts of provision of interior order on how to organize and exercise its own financial control and details its objectives, depending on the specificity of the activity and Own organizational structure. + Chapter VIII Financial means of agricultural cooperatives + Article 44 The financial means of the agricultural cooperative consist of: a) contribution to the share capital; ... b) profit resulting from the activity carried out by the agricultural cooperative; ... c) sources attracted from the financial-banking system, agricultural credit and the like; ... d) the registration fees paid by the cooperating members, donations, sponsorships, grants, grants, grants and other financial means. ... + Article 45 For the benefit of the agricultural cooperative, at least 5% shall be taken each year for the establishment of the minimum reserve quota, which will represent 20% of the share capital. + Article 46 The establishment and use of the financial means of the agricultural cooperative shall be made according to the legal provisions, with the approval + Chapter IX Legal regime of agricultural cooperatives ' heritage + Article 47 (1) The property of the agricultural cooperative consists of a divisible part and an indivisible part. ... (2) The indivisible part may be divided among the cooperative members in the event of dissolution and liquidation or, as the case may be, returned in the form of value to the cooperative members withdrawn from the agricultural cooperative, in proportion to the value of the social parts subscribed and paid. ... + Chapter X Merger, division, dissolution and liquidation of agricultural cooperatives + Article 48 (1) The agricultural cooperative may be subject to merger, division, dissolution or judicial liquidation following the judgment of the general meeting. The decision must be taken with the vote of at least two thirds of the cooperating members. ... (2) The conditions for the dissolution of the agricultural cooperative may be established by the articles of association. ... (3) The decision of the general meeting on the dissolution of the agricultural cooperative shall be registered at the trade register office. ... (4) If, according to the articles of association, the duration of the operation of the agricultural cooperative is limited, the dissolution takes place on the fixed date, if the members of the agricultural cooperative do not decide to extend the duration of operation. ... (5) The merger of agricultural cooperatives is made by: ... a) the absorption by an agricultural cooperative of another agricultural cooperative, which ceases its existence; ... b) merging of two or more agricultural cooperatives which cease to exist. ... ((6) The division of the agricultural cooperative may be total or partial and may take place by: ... a) the division of the assets of the agricultural cooperative which ceases to exist between two or more existing agricultural cooperatives or which are such ... b) the detachment and transmission of part of the patrimony of an agricultural cooperative to one or more existing agricultural cooperatives or which thus take into being. ... + Article 49 The merger or division has the effect of dissolving the agricultural cooperative that ceases its existence and the universal transmission of its patrimony to the agricultural cooperative or the beneficiary agricultural cooperatives, in the state in which it is found on the date of the merger or division. + Article 50 (. The administrators of the agricultural cooperatives who merge or are subject to division shall draw up the draft merger or division, as the case may be, which shall include: ... a) the name and headquarters of the agricultural cooperatives participating in the operation ... b) the foundation and conditions of the merger or division; ... c) establishment and evaluation of the asset and liability to be transmitted to the beneficiary agricultural cooperatives; ... d) the exchange ratio of the social parts; ... e) the ways of teaching the social parts; ... f) the amount of the merger or division premium; ... g) the date of the merger financial situation or the financial situation of division, the date that will be the same for all participating agricultural cooperatives; ... h) any other data that is of interest to the operation. ... (2) The draft merger or division shall be subject to the approval of the general meetings of the agricultural cooperatives participating in it within 60 days from the date of completion of the project. ... (3) At the convocation of the general meeting to approve the merger or division, the following documents must be made available to the cooperating members, at the registered office of the agricultural cooperatives: ... a) the draft terms of merger or division; ... b) the reports drawn up by the administrators of each agricultural cooperative concerned about the convention and the effects of the intended merger or division; ... c) the financial situation of merger or the financial situation of division; ... d) report of censors. ... + Article 51 The constituent acts of the newly established agricultural cooperatives by merger or division shall be approved by the general meetings of the agricultural cooperatives that are being established. + Article 52 (1) In the case of merger by absorption, the absorbing agricultural cooperative acquires the rights and is held by the oblibations of the agricultural cooperative it absorbs, and in the case of merger by merger, rights and oblibations of agricultural cooperatives who cease their existence pass on the new agricultural cooperative thus established. ... (2) Agricultural cooperatives acquiring goods through the effect of division are liable to creditors for the oblibations of the agricultural cooperative that has ceased its existence by division or merger, in proportion to the value of the goods acquired, apart from the case in which no other conditions are laid down by the act of division or merger. ... + Article 53 The dissolution of the agricultural cooperative can also take place in the following situations: a) the impossibility of carrying out the activity ... b) the reduction of the share capital under half of the amount of the minimum social capital provided for the establishment ... c) reducing the number of cooperative members under the minimum number of cooperative members provided by law; ... d) no general meetings have been held for 2 consecutive years; ... e) bankruptcy of the agricultural cooperative; ... f) the impossibility of choosing the governing bodies according to the articles of association ... g) other situations established by law or by the articles of association of the agricultural cooperative. ... + Article 54 Agricultural cooperatives constituted for a fixed term may decide to continue the activity by decision of the general assembly, with the vote of two thirds of the total number of cooperative members. The Articles of Association may fix other conditions other than that. + Article 55 (1) Before deciding the dissolution, the agricultural cooperative shall be subject to verification by the management financial control department, the report of which shall be presented in the general meeting. ... (2) The decision of the general meeting to continue the activity of the agricultural cooperative must be announced to the cooperative members and will be registered within 3 days at the trade register office and at the general direction of public finances. ... + Article 56 ((1) In the event of dissolution and liquidation of the agricultural cooperative, the general meeting or, as the case may be, the competent court will designate the liquidators. ... (2) The act of appointment of liquidators must be submitted to the trade register office to be registered and published in the Official Gazette of Romania, Part IV. ... + Article 57 ((1) Liquidators operate according to the provisions of Law no. 64/1995 * *) on the procedure of judicial reorganization and bankruptcy, republished. ... ((2) In the event of liquidation, after the payment of debts and the restitution of the shares, with the approval of the general meeting, the asset left after the liquidation operations shall be distributed by the agricultural cooperative to its members, in proportion to the value of paid social parts. ... ------------- * *) Law no. 64/1995 has been repealed by par. ((3) art. 156 of LAW no. 85 85 of 5 April 2006 , published in MONITORUL OFFICIAL no. 359 359 of 21 April 2006. + Chapter XI Branch unions of agricultural cooperatives + Section 1 Organization and operation of branch unions of agricultural cooperatives + Article 58 (1) The branch unions shall be established by voluntary association of agricultural cooperatives operating in the same field. ... (2) With the establishment of the branch union, each agricultural cooperative may specify the option for its accession to the branch union of agricultural cooperatives. ... + Article 59 The establishment of branch unions of agricultural cooperatives can be done on the basis of the statute by associating at least 5 agricultural cooperatives. + Article 60 (1) The branch unions of agricultural cooperatives function as representative bodies without patrimonial purpose, non-profit, with legal personality and shall be registered in the register of associations and foundations. Their aim is to ensure, through cooperation, the necessary services to contribute to the development and modernization of the means and methods of increasing the economic efficiency and specialization and concentration of the activity of agricultural cooperatives. ... (2) The branch unions of agricultural cooperatives have the following tasks: ... a) support cooperative agricultural cooperatives in economic, technical, financial, banking and other fields, on the principle of mutuality; ... b) represents, on the basis of the mandate conferred, the interests of cooperative agricultural cooperatives in front of public institutions and courts, domestic and international; ... c) promote cooperation between agricultural cooperatives and economic agents in the country and abroad. ... (3) The branch union shall act for the development and improvement of agricultural production and the promotion of initiatives of a social and cultural nature, in the interests of the agricultural cooperatives concerned by the following: ... a) provide technical, legal and interest assistance in favour of the member agricultural cooperatives; ... b) coordinate the conduct of studies and research in agriculture, the establishment of experimental fields and the activity of broadcasting advanced experience in the field. ... (4) The constitutive act of the branch unions shall be established: ... a) the purpose and means of achieving it; ... b) territorial delimitation of the activity area; ... c) contribution of cooperative members to the formation of the capital of the branch union and the criteria for participation in general meetings; ... d) how to acquire and lose the quality of the associate; ... e) the cessation of the activities of the branch unions. ... + Article 61 (1) Agricultural cooperatives associated in branch unions may constitute federations, as follows: ... a) marketing federations, which ensure the valorisation of agricultural products; ... b) federations of mutual insurance of cooperative members. ... (2) The federations have non-patrimonial purpose, are constituted at regional level and can only set up secondary offices. ... + Article 62 The income of the branch unions of agricultural cooperatives are made up of contributions of cooperative agricultural cooperatives, donations, subsidies and sponsorships. The level of contributions of cooperative agricultural cooperatives and payment criteria shall be established by the Articles of Association. + Article 63 Merging, dissolution and liquidation are done in compliance with this law, the articles of association and other legal provisions in the field. + Section 2 Governing bodies of branch unions of agricultural cooperatives + Article 64 The governing bodies of the branch unions of the agricultural cooperatives are the general assembly and the governing council. + Article 65 (1) The general assembly shall be the governing body and shall consist of the totality of the cooperating members. ... (2) The statutes shall determine the attributions, the functioning of the general meeting and the manner of designating the delegations of the cooperating legal entities, the norm of representation and the principle that each member cooperator has the right to a vote. ... ---------- Article 65 has been amended by section 6.6. 2 2 of art. unique from LAW no. 274 274 of 7 December 2011 published in MONITORUL OFFICIAL no. 876 876 of 12 December 2011. + Article 66 The governing council of the branch union is composed of 5-11 members elected by the general assembly for a period of 4 years, with the possibility of reinvesting for another 4 years, under the conditions provided for in the statute. + Article 67 The organization and functioning of the governing board shall be established by statute. + Article 68 The decisions of the governing board are carried out by an executive director helped by salaried persons. + Article 69 The committee of censors and other bodies shall be elected after the procedure provided for in agricultural cooperatives and their duties shall be determined in the articles of association. + Chapter XII Central Union of Agricultural Cooperatives + Article 70 The Central Union of Agricultural Cooperatives is a professional organization, representative at national level, non-profit, with legal and apolitical personality. ----------- Article 70 has been amended by point 3 3 of art. unique from LAW no. 274 274 of 7 December 2011 published in MONITORUL OFFICIAL no. 876 876 of 12 December 2011. + Article 71 The Central Union of Agricultural Cooperatives is constituted by voluntary association of branch unions, represents and defends their rights and interests in the face of legislative, executive, judicial power and in front of organizations and agents economic from the country and abroad. + Article 72 The formation, rights and oblibations of the members, the choice of the governing bodies and their powers, the formation of the original social heritage, the funds necessary for their own expenses, and the provisions on operation, dissolution and the liquidation of the Central Union of Agricultural Cooperatives shall be established by statute. + Article 73 At the request of its members, the Central Union of Agricultural Cooperatives provides them with studies, projects, specialized works, research on fields and provides technical and legal assistance at the conclusion of economic contracts. + Article 74 The Central Union of Agricultural Cooperatives can set up its own management training, training, training and marketing centers. + Article 75 (1) The Central Union of Agricultural Cooperatives participates in the elaboration of draft normative acts referring to economic facilities granted to its members, at the amount of taxes applicable to them, collaborates with the specialized in the field of social protection of farmers, as well as with banking bodies when contracting loans and financing of investment programs. ... (2) The Central Union of Agricultural Cooperatives may have its own press organ, may establish and edit specialized journals, newsletters and other prints. ... + Chapter XIII State support for agricultural cooperatives + Article 76 The state supports the work of agricultural cooperatives, given the following measures: a) exemption from agricultural tax of agricultural cooperatives for the first 5 years after establishment; ... ------------ Letter b) of art. 76 76 has been repealed by section 6.6. 1 1 of art. VI of LAW no. 343 343 of 17 July 2006 , published in MONITORUL OFFICIAL no. 662 662 of 1 August 2006. c) access to subsidies and public funds, as well as to external funds, provided for in the program of support of Romania's agriculture; ... d) exemption from the payment of customs duties on imports of tractors, agricultural machinery and machinery, irrigation equipment and other such equipment used by agricultural cooperatives. ... e) recognition and assimilation of agricultural cooperatives by the Ministry of Agriculture, Forestry and Rural Development as producer groups, in order to benefit from all the rights provided by the legislation in force. ... ------------- Letter e) a art. 76 76 was introduced by section 4.2. 9 9 of the single article of LAW no. 32 32 of 16 January 2007 , published in MONITORUL OFFICIAL no. 47 47 of 22 January 2007. + Chapter XIV Final provisions + Article 77 This law shall enter into force 30 days after its publication in the Official Gazette of Romania, Part I. This law was adopted by the Romanian Parliament, in compliance with the provisions of art. 75 75 and art. 76 76 para. (2) of the Romanian Constitution, republished. CHAMBER OF DEPUTIES PRESIDENT VALER DORNEANU SENATE PRESIDENT NICOLAE VACAROIU Bucharest, December 9, 2004. No. 566. ----
