Published in OFFICIAL MONITOR no. 656 656 of 25 July 2005
The Romanian Parliament adopts this law + Article I Approval Government Ordinance no. 26 26 of 30 January 2000 on associations and foundations, adopted on the basis of art. 1 lit. S section 2 2 of Law no. 206/1999 on the empowerment of the Government to issue ordinances and published in the Official Gazette of Romania, Part I, no. 39 of 31 January 2000, with the following amendments and additions: 1. In Article 1, paragraph 1 shall read as follows: "" Art. 1. -(1) Individuals and legal entities pursuing activities of general interest or in the interest of some communities or, as the case may be, in their personal non-patrimonial interest may constitute associations or foundations under the conditions this ordinance. ' 2. In Article 2, letter c) shall read as follows: "c) the pursuit of a general, local or group interest;". 3. Article 4 shall read as follows: "" Art. 4. -The Association is the subject of law constituted by three or more persons who, on the basis of a settlement, jointly and without right of restitution the material contribution, their knowledge or contribution to work for the realization of activities in general interest, of some collectives or, as the case may be, in their personal non-patrimonial interest. " 4. Article 6 shall read as follows: "" Art. 6. -(1) In order to acquire the legal personality, the associate members shall conclude the articles of association and the statute of the association, in authentic or certified form. (. The Articles of Association shall contain, under the sanction of absolute nullity: ... a) the identification data of the associated members: the name or the name and, as the case may be, their domicile ... b) expressing the will of association and specifying the intended purpose; ... c) name of association; ... d) the association headquarters; ... e) the duration of operation of the association-term determined, with the express indication of the term, or, as the case may be, indeterminate; ... f) the original patrimony of the association; the patrimonial asset, in the amount of at least one gross minimum wage, at the date of establishment of the association, is made up of the contribution in kind and/or in money of the associates. In the case of an in-kind contribution, the authentic form of the Articles of Association and the Statute is binding; ... g) nominal component of the first management, administration and control bodies of the association; ... h) the person or, as the case may be, the persons empowered to carry out the procedure for acquiring legal personality; ... i) signatures of the associated members. ... (. The Statute shall contain, under penalty of absolute nullity: ... a) the elements provided in par. ((2), except those specified in lett. g) and h); ... b) specifying the purpose and objectives of the association; ... c) how to acquire and lose the quality of the associate; ... d) the rights and obligations of associates; ... e) the categories of patrimonial resources of the association; ... f) the tasks of the management, administration and control bodies of the association ... g) the destination of the goods, in case of dissolution of the association, in compliance with 60 60. " ... 5. Article 7 shall read as follows: "" Art. 7. -(1) Any of the associated members, on the basis of the empowerment given under the conditions of art. 6 6 para. ((2) lit. h), may make an application for registration of the association in the Register of Associations and Foundations at the Registry of the Court in whose territorial constituency is to be based. (2) The application for registration will be accompanied by the following documents: ... a) the articles of association; ... b) association status; ... c) the supporting documents of the original headquarters and patrimony; ... d) proof of availability of the name issued by the Ministry of Justice or, as the case may be, the reasoned refusal ... (3) The use in the name of association of names specific to public authorities and institutions is prohibited. ... (4) In case of non-compliance with paragraph (3), the Ministry of Justice shall refuse to substantiate the release of proof of availability. ... 6. In Article 8, after paragraph 2, a new paragraph (2 ^ 1) is inserted, with the following contents: " (2 ^ 1) In the framework of the procedure for verifying the legality of the application for registration and the documents provided in art. 7 7 para. (2), the judge appointed by the president of the court shall verify compliance with 7 7 para. (3) and may order, by reasoned conclusion, the registration of the association in the Register of associations and foundations, even if there is a reasoned refusal of the Ministry of Justice to issue proof of availability of the name, which it considers that baseless. " 7. In Article 8, paragraph 3 shall read as follows: " (3) With the registration, the conclusion by which the registration was ordered shall be communicated ex officio, for fiscal records, to the local financial body in whose territorial area the association is located, with the mention of the registration number in Register of associations and foundations. " 8. In Article 9, paragraph 2 shall read as follows: " (2) If the irregularities found concern the provisions of art. 40 40 para. (2) of the Constitution, for the fixed term will also be quoted the prosecutor's office of the notified court, to which the application for registration will be communicated, together with the articles of association and the statute of the association. In this case the prosecutor's conclusions are mandatory. " 9. In Article 13, paragraphs 2 to 4 shall read as follows: " (2) The subsidiaries are entities with legal personality, and may conclude, in their own name, legal acts under the conditions established by the association through the constitutive act of the branch. They may conclude legal acts of disposition, on behalf of and on behalf of the association, only on the basis of the prior decision of the association's board (3) The branch is constituted by the decision of the general assembly of the association The legal personality is acquired from the date of registration of the branch in the Register of Associations and Foundations. ... (4) In order to register the branch, the representative of the association shall submit the application for registration, together with the decision establishing the branch, the statute, the articles of association, the supporting documents of its original headquarters and patrimony, the court in whose territorial constituency is to have its branch office. Art. 6 6 and art. 9 9-12 shall be duly applicable. ' ... 10. After Article 13, a new article is inserted, Article 13 ^ 1, with the following contents: "" Art. 13 13 ^ 1. -(1) The association may constitute branches, as territorial structures without legal personality. (2) The branches shall be constituted by decision of the general meeting. ... ((3) The branches carry out the activities given in their competence by the association. " ... 11. In Article 15, paragraph 1 shall read as follows: "" Art. 15. -(1) The Foundation is the subject of law set up by one or more persons who, on the basis of a legal act between the vineyards or the cause of death, constitute an affected patrimony, permanently and irrevocably, to the realization of a purpose of general interest or, as the case may be, of collectives. " 12. In Article 17 (2), after letter c), a new letter, letter d) is inserted, with the following contents: " d) proof of availability of the name issued by the Ministry of Justice or, where applicable, the reasoned refusal of its release. ' 13. In Article 17, paragraph 3 shall read as follows: " (3) Provisions art. 17 17 para. ((1) and para. ((2) lit. d), of art. 8 8-12 and art. 14 14 shall apply accordingly. '; 14. In Article 18, paragraph 1 shall read as follows: "" Art. 18. -(1) The Foundation may constitute branches, as territorial structures, on the basis of the decision of the board of directors, by which the patrimony is allocated 15. In Article 19, paragraph 3 shall read as follows: " (3) If the foundation acquires legal personality after the death of the founder, the effects of the liberalities made in favour of the foundation prior to its formation will be produced from the date of the articles of association, for the foundations established by acts between the and for foundations set up by will, from the date of death of the testator. " 16. In Article 23, paragraphs 1 and 2 shall read as follows: "" Art. 23. -(1) The decisions taken by the general assembly within the limits of the law, the articles of association and the statutes are binding even for the associate members who did not take part in the general assembly or voted against. (2) The decisions of the general assembly, contrary to the law, the articles of association or the provisions contained in the statute, can be appealed to the judiciary by any of the associate members who did not take part in the general assembly or who voted against and have requested to be inserted in the minutes of the meeting, within 15 days of the date when they became aware of the decision or the date when the meeting was held, as the case may be. " ... 17. Article 27 shall read as follows: "" Art. 27. -(1) The Articles of Association may provide for the appointment of a censor or a committee of censors. (2) If the number of associates is more than 15, the appointment of a censor is mandatory. It can be a person outside the association. ... ((3) If the association does not have the obligation to appoint a censor, each of the associates who is not a member of the board of directors may exercise the right of control. " ... 18. After Article 27, two new articles are inserted, Articles 27 ^ 1 and 27 ^ 2, with the following contents: "" Art. 27 27 ^ 1. -(1) For associations with more than 100 members registered until the date of the last general meeting, the internal financial control shall be exercised by a committee of censors. (. The Audit Committee shall be composed of an odd number of members. Board members can't be censors. ... (3) At least one of the censors must be an authorized accountant or an accounting expert, under the law. ... (4) The general rules for the organization and functioning of the censor committee shall be approved by the general assembly. The Audit Committee may develop an internal operating regulation. ... Article 27 ^ 2. -In carrying out its competence the censor or, as the case may be, the committee of a) check how the patrimony of the association is administered; ... b) compile reports and submit them to the general meeting; ... c) may attend the meetings of the board of directors, without voting rights; ... d) perform any other duties provided for in the statute or established by the general assembly ... 19. Article 33 shall read as follows: "" Art. 33. --(1) The amendment of the Articles of Association or the Statute of the Association shall be made by registering the modification in the Register of Associations and Foundations at the Registry of the Court in whose territorial constituency the association is based, with the application appropriate provisions of art. 8-12. (2) The application for registration of the amendment will be accompanied by the decision of the general meeting, and in case of modification of the headquarters, by the ... (3) The change of the seat shall be made mention, if applicable, both in the Register of Associations and Foundations at the Registry of the Old Headquarters and at the Registry of the Court of the New Headquarters. For this purpose, a copy of the conclusion by which the change of the headquarters was ordered will be communicated ex officio to the court in the constituency to which the association is to have its new headquarters. " ... 20. Article 34 shall read as follows: "" Art. 34. --Provisions art. 33 33 shall apply accordingly to the amendment of the Articles of Association or the Statute of the Foundation. '; 21. After Article 34, three new articles are inserted, Articles 34 ^ 1 -34 ^ 3, with the following contents: "" Art. 34 34 ^ 1. -(1) The merger is done by the absorption of an association by another association or by merging twice as many associations to make up a new association. ((2) Divization is made by dividing the entire patrimony of an association that ceases its existence between two or more existing associations or that thus take into being. ... ((3) Provisions of para. ((1) and (2) shall also apply to the merger or division of a foundation. ... Art. 34 ^ 2. -(1) In the case of associations, the merger or division decision shall be taken by decision of at least two thirds of the total number of members of the management body. (2) In case of foundations, the provisions of art. 29 29 para. ((5) shall apply accordingly. ... Art. 34 ^ 3. --provisions art. 39 39-44 of Decree no. 31/1954 concerning natural persons and legal persons shall apply accordingly. '; 22. Article 37 shall read as follows: "" Art. 37. -(1) In the event of the dissolution of the federations, unless otherwise provided for in the law or in the statute, the remaining assets following the liquidation shall be transmitted, in equal shares, to the constituent legal entities. (2) Provisions of para. (1) shall be applied by similarity and in the case of withdrawal from the federation of an association or foundation. ... ((3) The withdrawal from the federation may only be made following the approval by the censors or independent experts of a report on the financial year. " ... 23. The title of Chapter VI shall read as follows: "" CHAPTER VI Associations, foundations and federations recognized as being of public utility " 24. In Article 38, paragraph 1 shall read as follows: "" Art. 38. -(1) An association or foundation may be recognized by the Romanian Government as being of public utility if the following conditions are cumulatively met: a) its activity takes place in the general interest or of some collectives, as the case may be; ... b) has been operating for at least 3 years ... c) present an activity report showing the performance of a significant previous activity, through the development of programs or projects specific to its purpose, accompanied by annual financial statements and revenue budgets and expenditure for the last 3 years preceding the date of application for recognition of the status of public utility ... d) the value of the patrimonial asset on each of the previous 3 years is at least equal to the value of the original patrimony. " ... 25. After Article 38, a new article is inserted, Article 38 ^ 1, with the following contents: "" Art. 38 38 ^ 1. -For the purposes of this ordinance, public utility means any activity that takes place in areas of general public interest or of collectives. " 26. In Article 39, paragraph 1 shall read as follows: "" Art. 39. -(1) The recognition of a public utility association or foundation shall be made by Government decision. For this purpose, the association or the interested foundation addresses a request to the General Secretariat of the Government, which submits it, within 15 days, to the Ministry or specialized body of the central public administration in whose sphere of the competence operates. " 27. In Article 39, after paragraph 1, a new paragraph (1 ^ 1) is inserted, with the following contents: " (1 ^ 1) The application referred to in par. (1) will be accompanied, in addition to the proof of fulfilment of the conditions provided in 38 38 para. (1), the following documents: a) children on the constitutive act and on the status of the association or foundation; ... b) copy of the proof of acquisition of the legal personality; ... c) proof of the creditworthiness of the association or foundation, issued by the bank to which the ... d) copy of the proof of the legal situation of the association or foundation; ... e) the name and address of the natural persons, namely the name and headquarters of legal persons, with whom the association or foundation frequently collaborates in order to achieve its object of activity for which it requests the recognition of the of public utility. " ... 28. In Article 39, paragraph 3 shall read as follows: " (3) In order to establish the authority provided in par. ((1), the persons concerned shall be obliged to provide the General Secretariat of the Government with all the information necessary to resolve the request. " 29. Article 40 shall read as follows: "" Art. 40. -(1) The competent administrative authority shall be obliged, within 60 days, to examine the application and the fulfilment of the conditions laid down by law. If it finds the fulfilment of these conditions, the competent administrative authority will propose the recognition to the Romanian Government Otherwise it will send a reasoned reply to the requesting legal entities within 30 days of the date of the decision. (2) In no more than 90 days from the date of submission of the application provided in par. (1), as well as all the documents necessary to take the decision, the Romanian Government decides on the recognition proposal. If the proposal is rejected, the solution will be communicated to the association or foundation by the administrative authority to which the request for recognition was registered, within 120 days from the date of submission of the application and the documents necessary to take decision. " ... 30. In Article 41, points a), e) and f) shall read as follows: " a) the right to be assigned free of charge public property; ......................................................................... e) the obligation to communicate to the competent administrative authority any amendments to the Articles of Association and of the Statute, as well as the activity reports and the annual financial statements; the consultation of these documents by any interested person; ... f) the obligation to publish, in extract, within 3 months from the end of the calendar year, the activity reports and the annual financial statements in the Official Gazette of Romania, Part IV, as well as in the National Register of Persons legal without patrimonial purpose. The model of the financial statements statement is approved by order of the Minister of Public Finance. ... 31. Article 41 (b) shall be repealed. 32. In Article 42, paragraph 4 shall read as follows: " (4) Impressions provided in par. ((2) and (3) may be referred to the competent administrative authority, the Ministry of Justice or the Government by any natural person or legal person concerned. " 33. Article 43 shall read as follows: "" Art. 43. -(1) In the accounting records of the association or foundation shall be recorded separately the goods purchased or edified from public money. In case of dissolution of the association or foundation recognized as being of public utility, the goods from budgetary resources and left after the liquidation will be distributed, by Government decision, to other associations or foundations with similar purpose or to public institutions with the same object of activity. (2) In the case of dissolution, the other assets remaining in the patrimony of the association or foundation shall be distributed according to the provisions 60 60. " ... 34. Article 44 shall read as follows: "" Art. 44. -Disputes relating to the recognition of public utility of associations and foundations shall be settled according to Law of Administrative Litigation no. 554/2004 .. " 35. Article 45 shall read as follows: "" Art. 45. --(1) The provisions of this Chapter relating to the conditions of recognition of the status of public utility as well as to the rights and obligations of associations or foundations recognised as being of public utility shall apply accordingly and federations. (2) A federation may be recognized by the Government of Romania as being of public utility if at least two thirds of the number of associations and foundations that make up it are recognized as being of public utility. " ... 36. In Article 46 (1), letter f) shall read as follows: "f) resources obtained from the state budget or local budgets;". 37. Article 47 shall read as follows: "" Art. 47. -Associations, foundations and federations can set up companies. Dividends obtained by associations, foundations and federations from the activities of these companies, if not reinvested in the same companies, are necessarily used to achieve the purpose of the association, foundation or Federation. " 38. Article 48 shall read as follows: "" Art. 48. -Associations, foundations and federations may carry out any other direct economic activities if they are of an accessory nature and are closely related to the main purpose of the legal person. " 39. In Article 49, paragraph 2 shall read as follows: " (2) Local public administration authorities shall draw up priority lists for the assignment of buildings provided in par. ((1). Priority lists shall be carried out on the basis of evaluation procedures explicitly covering the criteria used. The authorities have an obligation to make these proceedings public before their use. " 40. Article 51 shall read as follows: "" Art. 51. -(1) Within the Chambers of the Parliament, the Presidential Administration, the working apparatus of the Government, the Ombudsman, the autonomous administrative authorities, ministries, other specialized bodies of the public administration central and local public administration authorities operate structures for the relationship with the associative environment. (2) The public authorities referred to in par. ((1) shall consult with representatives of associations and foundations operating in their sphere of competence, in order to establish joint programmes or activities. " ... 41. Article 53 shall read as follows: "" Art. 53. -Disputes arising in connection with the application of the provisions of this Chapter shall be settled in accordance with Law no. 554/2004 .. " 42. In Article 55 (1), letter c) shall read as follows: " c) the impossibility of constituting the general meeting or the board of directors in accordance with the association's statute, if this situation lasts more than one year from the date on which, according to the statute, the general meeting or, where applicable, the the director had to be constituted; '. 43. In Article 56, paragraph 2 shall read as follows: "(2) The competent court to decide the dissolution shall be the district court of which the association is based." 44. Article 57 shall read as follows: "" Art. 57. -The association can also dissolve by the general assembly's ruling. Within 15 days from the date of the dissolution meeting, the decision of the general meeting shall be submitted to the court in whose territorial constituency it is based, in order to be registered in the Register of Associations and Foundations. " 45. In Article 61, paragraph 4 shall read as follows: "(4) Liquidators will be able to be natural persons or legal entities, authorized under the law." 46. In Article 71, paragraph 1 shall read as follows: "" Art. 71. -(1) The association or foundation ceases to be on the date of radiation from the Register of Associations and Foundations 47. In Article 74, paragraph 2 shall read as follows: " (2) Associations and foundations recognized as being of public utility are obliged to communicate to the Ministry of Justice, in extract, copies of the activity reports and annual financial statements, accompanied by the proof issued by the Autonomous Regia "Official Gazette" that it was requested to publish them in the Official Gazette of Romania, Part IV. " 48. The title of Chapter XI shall read as follows: "" CHAPTER XI Provisions on foreign legal entities without patrimonial purpose " 49. In Article 79, letter b) shall read as follows: " b) will establish the form and content of the registration certificates provided for in art. 12 12 para. ((1) and in art. 17 17 para. ((3), as well as the conditions for issuing the proof referred to in art. 7 7 para. ((2) lit. d). " + Article II Associations, foundations, unions, federations and groups of legal persons who do not possess the certificate provided for in art. 12 12 para. (1) of Government Ordinance no. 26/2000 shall request its release within one year of the entry into force of this Law. + Article III The date of entry into force of this Law shall be repealed Government Ordinance no. 37/2003 to amend and supplement Government Ordinance no. 26/2000 on associations and foundations, published in the Official Gazette of Romania, Part I, no. 62 62 of 1 February 2003. 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 ADRIAN NASTASE SENATE PRESIDENT NICOLAE VACAROIU Bucharest, July 18, 2005. No. 246. _______________
