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Law No. 441 Of 27 November 2006 Amending And Supplementing Law No. 31/1990, Republished, And Law No. 26/1990, Republished

Original Language Title:  LEGE nr. 441 din 27 noiembrie 2006 pentru modificarea şi completarea Legii nr. 31/1990 privind societăţile comerciale, republicată, şi a Legii nr. 26/1990 privind registrul comerţului, republicată

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LEGE no. 441 441 of 27 November 2006 to amend and supplement Law no. 31/1990 on companies, republished, and Law no. 26/1990 on the trade register, republished
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 955 955 of 28 November 2006



The Romanian Parliament adopts this law + Article I Law no. 31/1990 on companies, republished in the Official Gazette of Romania, Part I, no. 1.066 of 17 November 2004, as amended and supplemented, shall be amended and supplemented as follows: 1. In Article 6, paragraph 2 shall read as follows: " (2) The persons who, according to the law, are incapable or who have been convicted of fraudulent management, abuse of trust, forgery, use of forgery, deception, embezzlement, false testimony, giving or taking bribes, as well as for offences referred to art. 143 143-145 of Law no. 85/2006 on insolvency proceedings or for those provided for by this Law. " 2. In Article 7, letters a), b), d) and e) shall read as follows: " a) the identification data of the associates; the company in the simple order shall be shown and the associations ordered; b) form, name and registered office; ................................................................... d) the share capital, with the mention of the contribution of each associate, in cash or in kind, the value of the contribution in kind and the way of Limited liability companies shall specify the number and nominal value of the shares and the number of shares assigned to each associate for his or her contribution; e) associations representing and administering the non-associated company or administrators, their identification data, the powers conferred on them and whether they are to exercise them together or separately; ". 3. In Article 7, after letter e) a new letter is inserted, letter e ^ 1), with the following contents: "" e ^ 1) in the case of limited liability companies, if the censors or the financial auditor have been designated, their identification data; ". 4. in Article 8, letters a), b), d)-i), m), n) and o) shall read as follows: " a) the identification data of the founders; the company in the joint order will be mentioned and the associations ordered; b) form, name and registered office; .................................................................. d) the subscribed and paid share capital and, where the company has an authorized capital, its amount; e) the nature and value of the goods constituted as a contribution in kind, the number of shares granted for them and the name or, as the case may be, the name of the person who brought them in f) the number and nominal value of the shares, specifying whether they are nominative or bearer; g) the identification data of the first members of the board of directors, respectively of the first members of the supervisory board; h) the identification data of the first censors or the first financial auditor; i) clauses regarding the management, administration, operation and control of the management of the company by the statutory bodies, the number of members of the board of directors or the way of establishing this number; ................................................................ m) any special advantage granted, at the time of establishment of the company or until the company is authorized to start its activity, to any person who participated in the constitution of the company or to transactions leading to the granting of the authorisation and the identity of the beneficiaries of such advantages; n) the number of the shares of the commanders in the joint stock company; o) the total or at least estimative amount of all expenses for the establishment; ". 5. In Article 8, after letter f) two new letters, letters f ^ 1) and f ^ 2) are inserted, with the following contents: " f ^ 1) if there are several categories of shares, number, face value and rights conferred on each category of shares; f ^ 2) any restriction on the transfer of shares; ". 6. In Article 8, after letter g) a new letter, letter g ^ 1) is inserted, with the following contents: "g ^ 1) the powers conferred on the administrators and, as the case may be, the directors, and whether they are to exercise them together or separately;". 7. In Article 8, after letter i) a new letter, letter i ^ 1) is inserted, with the following contents: "" i ^ 1) the powers of representation conferred on the administrators and, where applicable, the directors, respectively the members of the directorate, and whether they are to exercise them together or separately; ". 8. After Article 8, a new article is inserted, Article 8 ^ 1, with the following contents: "" Art. 8 8 ^ 1. -The identification data provided for in art. 7 lit. a), e) and e ^ 1), respectively in art. 8 lit. a), g) and h), include: a) for individuals: name, surname, personal numerical code and, if applicable, its equivalent, according to applicable national law, place and date of birth, domicile and citizenship; b) for legal entities: name, seat, nationality, registration number in the trade register or unique registration code, according to the applicable national law. " 9. Article 9 shall read as follows: "" Art. 9. -(1) The joint-stock company shall be constituted by full and simultaneous subscription of the share capital by the signatories of the articles of association or by public subscription. (2) In the case of a full and simultaneous subscription of the share capital by all signatories to the articles of association, the share capital paid up to the establishment shall not be less than 30% of the subscribed capital. The subscribed share capital difference will be paid out: a) for shares issued for a cash contribution, within 12 months from the date of registration of the company; b) for actions issued for an intake in kind, no later than 2 years after the date of registration. " 10. After Article 9 a new article is inserted, Article 9 ^ 1, with the following contents: "" Art. 9 9 ^ 1. -The company in the collective name, the company in simple order and the limited liability company are obliged to pay in full at the date of establishment of the subscribed share capital. " 11. Article 10 shall read as follows: "" Art. 10. -(1) The share capital of the stock company or of the company in the share order may not be less than 90,000 lei. The government will be able to modify, at most every 2 years, the minimum value of the share capital, taking into account the exchange rate, so that this amount represents the equivalent in lei of the amount of 25,000 euros. ((2) Unless the company is transformed into a company of another form, the share capital of the companies referred to in par. ((1) may not be reduced below the legal minimum unless its value is brought to a level at least equal to the legal minimum by adopting a capital increase decision at the same time as the capital reduction decision. In the event of a breach of these provisions, any person concerned may apply to the court to ask for the dissolution of The company will not be dissolved if, until the irrevocable stay of the court decision of dissolution, the share capital is brought to the value of the legal minimum provided by this law. (3) The number of shareholders in the stock company may not be less than 2. If the company has less than 2 shareholders for a period longer than 9 months, any interested person may request the court to dissolve the company. The company shall not be dissolved if, until the irrevocable stay of the court decision of dissolution, the minimum number of shareholders provided for by this law is reconstituted. " 12. In Article 11, paragraph 1 shall read as follows: "" Art. 11. -(1) The social capital of a limited liability company may not be less than 200 lei and shall be divided into equal shares, which may not be less than 10 lei. " 13. In Article 16, paragraphs 2, 3 and 4 shall read as follows: "" (2) Aports in kind must be economically evaluable. They are admitted to all forms of society and are paid out by transferring the appropriate rights and by effectively handing over to the company the goods in use. ((3) The ports in claims have the legal regime of contributions in kind, not being admitted to the companies on shares that are constituted by public subscription, nor to companies in order on shares and limited liability companies. Contributions in receivables are released, according to art. 84. (4) Prestations in work or services may not constitute a contribution to the formation or increase of the share capital. " 14. In Article 17, paragraph 2 shall read as follows: " (2) At the same premises, several companies will be able to operate, if at least one of the following conditions is met: a) the building, through its structure, allows the operation of several companies in different rooms; b) at least one person is, under the law, associated in each of the companies; c) if at least one of the associates is the owner of the property to be the seat of the company. " 15. In Article 18, paragraph 1 shall read as follows: "" Art. 18. -(1) When the company on shares is constituted by public subscription, the founders will draw up a prospectus of issue, which will include the data provided in art. 8, with the exception of those concerning administrators and directors, respectively the members of the directorate and the supervisory board, as well as the censors or, as the case may be, the financial auditor, and in which the closing date of the subscription will be determined. " 16. Article 26 shall read as follows: "" Art. 26. -(1) If there are contributions in kind, advantages granted to any person who participated in the formation of the company or to transactions leading to the granting of authorization, operations concluded by the founders on the company which it is to take on them, the founders will ask the judge-delegate to appoint one or more experts. Art. 38 38 and 39 shall apply accordingly. (2) The report of the expert or experts shall be made available to the underwriters, at the place where the constitutive assembly is to meet. " 17. Article 27 (1) shall be repealed. 18. Article 28 shall read as follows: "" Art. 28. -The constitutive assembly has the following obligations a) verify the existence of the b) examine and validate the expert report for the assessment of the in-kind contributions; c) approve the profit participations of the founders and the operations concluded in the company's account; d) discuss and approve the constituent act of the company, the present members representing, for this purpose, the absentee ones, and designates those who will present themselves for the authentication of the act and the fulfilment of the formalities required for the constitution the company; e) appoint the first members of the board, respectively of the supervisory board, and the first censors or, as the case may be, the first financial auditor. " 19. In Article 29, paragraph 1 shall read as follows: "" Art. 29. -(1) The ages performed according to art. 21, for the constitution of the company by public subscription, will be handed over to the persons responsible for their collection by the articles of association, and in the absence of a provision, to the persons designated by decision of the board of directors, respectively the directorate, after the presentation of the certificate at the trade register office, resulting from the registration of the company. " 20. In Article 30, paragraph 2 shall read as follows: "(2) The founders shall be obliged to surrender to the management board, respectively the directorate, the documents and correspondence relating to the formation of the company, within 5 days." 21. In Article 31, paragraphs 1 and 3 shall read as follows: "" Art. 31. -(1) The founders and the first members of the board, respectively of the directorate and of the supervisory board, are jointly and severally liable, from the moment of formation of the company, to the company and to third parties for: -the full subscription of the share capital and the payment of the payments established by the law or the articles of association; -the existence of in-kind contributions; -the veracity of the publications made in order to constitute the company. ............................................................... (3) The General Assembly shall not be able to discharge the founders and the first members of the Management Board, respectively of the directorate and of the supervisory board, for their responsibility under this Article and of art. 49 49 and 53, for 5 years. " 22. Article 35 shall be repealed. 23. In Article 36, paragraph 1 shall read as follows: "" Art. 36. --(1) Within 15 days from the date of conclusion of the articles of association, the founders, the first administrators or, if applicable, the first members of the directorate and of the supervisory board or a power of attorney thereof shall require the registration the company in the commercial register in whose territorial area the company will be based. They shall be jointly and severally liable for any damage which they cause by failure to fulfil that obligation. ' 24. in Article 36, points d) and f) of paragraph 2 shall read as follows: " d) in the case of contributions in kind subscribed and paid to the establishment, the acts concerning the property, and where among them are immovable, the finding certificate of the tasks to which they are encumbered; ................................................................... f) the affidavit of the founders, of the first administrators, respectively of the first members of the directorate and of the supervisory board, and, if applicable, of the censors, that they meet the conditions provided by this law; ". 25. in Article 36, after letter f) of paragraph (2), a new letter, letter g) is inserted, with the following contents: "g) other acts or opinions provided for by special laws for incorporation." 26. Article 36 (3) shall be repealed. 27. Article 38 shall read as follows: "" Art. 38. -(1) In stock companies, if there are contributions in kind, advantages reserved to any person who participated in the formation of the company or to transactions leading to the granting of authorization, operations concluded by the founders on account the company which is constituted and which it is to take upon itself, the judge-delegate shall, within 5 days of the registration of the application, appoint one or more experts from the list of authorized experts. They shall draw up a report including the description and assessment of each good reported and shall highlight whether its value corresponds to the number and value of the shares granted in return, and other items indicated by the judge-delegate. (2) The founders shall submit the report within 15 days from the date of its approval to the Trade Register Office. The Trade Register will send a notification regarding this submission to the Autonomous Regia "Monitorul Oficial", to be published at the expense of the company. " 28. Article 39 shall read as follows: "" Art. 39. -They cannot be called experts: a) the relatives or the affins up to the fourth degree, including the spouses of those who constituted contributions in kind or of the founders; b) persons who receive, in any form, for the functions they perform, other than that of expert, a salary or remuneration from the founders or those who constituted contributions in kind; c) any person to whom, as a result of his business, work or family relations, he lacks independence to carry out an objective assessment of the contributions in kind, according to the special rules governing the profession. " 29. Article 43 shall read as follows: "" Art. 43. --(1) The branches are dismembered without legal personality of the companies and register, before the start of their activity, in the commercial register of the county in which they will operate. (2) If the branch is opened in a locality in the same county or in the same locality as the company, it will register in the same register of trade, but distinctly, as a separate registration. ((3) The other secondary offices-agencies, working points or other such premises-are dismantled without legal personality of the companies and shall be mentioned only in the company's registration in the commercial register of the premises Principal. (4) No secondary offices may be established as a subsidiary. " 30. After Article 44, a new article is inserted, Article 44 ^ 1, with the following contents: "" Art. 44 44 ^ 1. --(1) The acquisition by the company, within a period of no more than 2 years after the establishment or authorization of the start of the company's activity, of a good from a founder or shareholder, against an amount or other consideration representing at least one tenth of the value of the subscribed share capital, will be subject to the prior approval of the general meeting of shareholders, as well as the provisions of 38 and 39, will be mentioned in the trade register and will be published in the Official Gazette of Romania, Part IV, and in a newspaper with wide spread. (2) The acquisition operations carried out within the current activity of the company shall not be subject to these provisions, those made available to an administrative authority or a court or those made in the framework of the operations of scholarship. " 31. Article 52 shall read as follows: "" Art. 52. -In case of inconsistency between the text submitted to the trade register office and the one published in the Official Gazette of Romania, Part IV, or in the press, the company cannot oppose third parties the published text. Third parties may oppose the published text, unless the company proves that they knew the text submitted to the trade register office. " 32. In Article 53, a new paragraph (2) is inserted, with the following contents: " (2) If the company, due to its object of activity, cannot start its activity without being authorized in this regard, the provisions of par. ((1) are not applicable to undertakings resulting from contracts concluded by the company, subject to the receipt of such authorization. In this situation, liability lies with society. " 33. Article 54 shall read as follows: "" Art. 54. -(1) After carrying out advertising formalities in relation to persons who, as organs of the company, are authorized to represent it, the company may not object to third parties any irregularities in their appointment, unless the company proves that those third parties were aware of this irregularity. (2) The company may not invoke to third parties the appointments in the functions provided in par. ((1) or the termination of these functions, if they have not been published in accordance with the law. " 34. In Article 55, paragraph 1 shall read as follows: "" Art. 55. -(1) In relation to third parties, the company is engaged by the acts of its organs, even if these acts exceed the object of activity of the company, unless it proves that the third parties knew or, in the circumstances, had to know its overreach or when the acts thus concluded exceed the limits of the powers provided by law for those The publication of the articles of association cannot be the proof of knowledge alone. " 35. In Article 56, letter f) shall read as follows: " f) the articles of association do not provide the name of the company, its object of activity, the contributions of the associates or the subscribed share capital; ' 36. In Article 67, paragraphs 2 and 5 shall read as follows: " (2) The dividends shall be distributed to the associates in proportion to the share of participation in the paid-up share capital, unless otherwise provided by the articles of association. They shall be paid within the time limit set by the general meeting of the associates or, as the case may be, established by the special laws, but not later than 6 months after the date of approval of the annual financial statement for the financial Otherwise, the company will pay damages for the period of delay, at the level of legal interest, if by the articles of association or by the decision of the general meeting of the shareholders who approved the related financial situation the financial year ended did not set a higher interest rate. ................................................................... (5) The right to the action to refund dividends, paid contrary to the provisions of par. ((2) and (3), shall be prescribed within 3 years from the date of their distribution. " 37. After Article 73, a new article is inserted, Article 73 ^ 1, with the following contents: "" Art. 73 73 ^ 1. -The administrator, manager, director, financial auditor or censor of the debtor company, guilty of any of the criminal acts provided for by this Law or by Law no. 85/2006 on insolvency proceedings, is deprived of the right to hold or acquire such quality or function, to any legal person with patrimonial purpose, for a period of 5 years from the date of irrevocable stay of the judgment of conviction. " 38. Article 74 shall read as follows: "" Art. 74. -(1) In any invoice, offer, order, tariff, prospectus and other documents used in trade, emanating from a company, the name, legal form, registered office, number of the trade register and the unique code of registration. The tax receipts issued by electronic cash registers are exempted, which will include the elements provided by the legislation in the field. (2) If the stock company opts for a dualistic administration system, in accordance with the provisions of art. 153, the documents provided in par. (1) shall also contain the words "a company administered in a dualistic system". (3) In the documents provided in par. (1), if they come from a limited liability company, the share capital will also be mentioned, and if they come from a company on shares or in order on shares, both the subscribed and the paid share capital will be mentioned. (4) If the documents provided in par. (1) are issued by a branch, they must also mention the office of the trade register to which the branch was registered and its registration number. (5) If the company has an own website, the information provided in par. ((1) and (3) will also be published on the company's website. " 39. In Article 86, a new paragraph (2) is inserted, with the following contents: " (2) The advertising forums regarding the annual financial statements shall be made in accordance with the provisions of art. 185 185. " 40. Article 91 (3) shall be repealed. 41. In Article 93, paragraphs 1 and 4 shall read as follows: "" Art. 93. -(1) The nominal value of an action shall not be less than 0,1 lei. .................................................................. ((4) The shares must bear the signature of 2 members of the board of directors, respectively of the directorate, or, as the case may be, the signature of the sole administrator, respectively of the sole director 42. In Article 95, letter b) of paragraph (1) shall read as follows: "b) rights recognized to shareholders with ordinary shares, including the right to participate in the general meeting, except for the right to vote." 43. In Article 95, paragraphs 3 and 4 shall read as follows: " (3) The administrators, directors, members of the directorate and supervisory board, as well as the censors of the company may not be holders of shares with a priority dividend without voting rights. (4) In case of late payment of dividends, the preferred shares will acquire the right to vote, starting from the maturity date of the obligation to pay dividends to be distributed during the following year or, if in the following year The General Court decides that no dividends will be distributed, starting from the date of publication of that decision of the general meeting, until the actual payment of the outstanding dividends. " 44. in Article 95, after paragraph 4, a new paragraph (5) is inserted, with the following contents: " (5) Preferential shares and ordinary shares will be able to be converted from one category to the other by decision of the extraordinary general meeting of shareholders, taken under the terms of art. 115 115. " 45. In Article 98, paragraph 2 shall read as follows: "(2) The ownership of shares issued in dematerialized form and traded on a regulated market or in an alternative trading system shall be transmitted according to the provisions of the capital market legislation." 46. After Article 99 a new article is inserted, Article 99 ^ 1, with the following contents: "" Art. 99 99 ^ 1. -(1) The establishment of real securities securities on shares shall be made by registered under private signature, in which the amount of the debt will be shown, the value and the category of shares with which it is guaranteed, and in the case of bearer shares nominative issued in material form, and by mentioning the security on the title, signed by the creditor and the shareholder debtor or their trustees. ((2) The guarantee shall be recorded in the register of shareholders held by the board of directors, respectively by the directorate, or, as the case may be, by the independent company that holds the The creditor in favour of which the real estate security has been lodged shall be issued with proof of its registration. ((3) The guarantee becomes opposable to third parties and acquires the rank in order of preference of creditors from the date of registration in the Electronic Archive of Real Securities. " 47. In Article 100, paragraph 2 shall read as follows: " (2) If even as a result of this notice the shareholders will not carry out the summons, the board of directors, respectively the directorate, will be able to decide either to follow the shareholders for the outstanding peaks or to cancel these shares nominative. " 48. Article 103 shall read as follows: "" Art. 103. -(1) The company cannot subscribe its own shares. (2) If the shares of a company are subscribed by a person acting in his own name, but in the account of the company in question, the underwriter shall be deemed to have subscribed the shares for himself, being obliged to pay their consideration. (3) The founders, in the formation phase of the company, and the members of the board of directors, respectively of the directorate, in case of an increase of the subscribed capital, are obliged to pay the value of the shares subscribed in violation of par. ((1) and, in the alternative, in relation to the underwriter, of the shares subscribed under the conditions of par. ((2). ' 49. After Article 103 a new article is inserted, Article 103 ^ 1, with the following contents: "" Art. 103 103 ^ 1. -(1) A company is permitted to acquire its own shares, either directly or through a person acting on its own behalf, but on account of the company concerned, in compliance with the following conditions: a) the authorization of the acquisition of own shares is granted by the extraordinary general meeting of the shareholders, which will determine the conditions of this acquisition, in particular the maximum number of shares to be acquired, the duration for which it is granted the authorization and which may not exceed 18 months from the date of publication of the decision in the Official Gazette of Romania, Part IV, and, in the case of an acquisition for consideration, their minimum and maximum value; b) the nominal value of the shares acquired by the company, including those already in its portfolio, may not exceed 10% of the subscribed share capital; c) the transaction may have as its object only fully-released shares; d) the payment of the shares thus acquired will be made only from the distributable profit or from the available reserves of the company, registered in the last approved annual financial situation, except for legal reserves (2) If the shares are acquired to be distributed to the employees of the company, the shares thus acquired must be distributed within 12 months from the date of acquisition. " 50. Article 104 shall read as follows: "" Art. 104. -(1) Restrictions provided in art. 103 103 ^ 1 shall not apply: a) actions acquired in accordance with art. 207 207 para. ((1) lit. c), following a decision of the general meeting to reduce the share capital; b) actions acquired as a result of a universal transfer; c) fully-released actions, acquired by the effect of a judicial decision, in a forced execution procedure against a shareholder, debtor of the company; d) fully-released shares, acquired free of charge. (2) The restrictions provided in art. 103 ^ 1, except for the one provided in art. 103 ^ 1 para. ((1) lit. d), shall not apply to shares acquired in accordance with art. 134 134. " 51. After Article 104, a new article shall be inserted, Article 104 ^ 1, with the following contents: "" Art. 104 104 ^ 1. -(1) Actions acquired in violation 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 the provisions of art. 104 104 para. ((1) lit. b)-d), either directly or through a person acting on his own behalf, but on the account of the company, including the nominal value of the own shares already existing in the company's portfolio, exceeds 10% of the subscribed share capital, the shares exceeding this percentage will be alienated within 3 years of the acquisition. (3) If the shares are not disposed of within the time limits provided in par. ((1) and (2), these actions must be annulled, the company being obliged to reduce its subscribed share capital accordingly. " 52. Article 105 shall read as follows: "" Art. 105. -(1) Shares acquired in accordance with the provisions of art. 103 ^ 1 and 104 do not entitle dividends during their holding by the company. (2) The right to vote conferred by the actions provided in par. (1) will be suspended during their holding by the company. ((3) If the shares are included in the balance sheet asset, a reserve of equal value shall be provided in the balance of the balance sheet, which shall not be distributed. " 53. After Article 105 a new article is inserted, Article 105 ^ 1, with the following contents: "" Art. 105 105 ^ 1. -The Board of Directors shall include in the report accompanying the annual financial statements the following information on the acquisition or disposal by the company of its own shares: a) the reasons for the acquisition during the financial year; b) the number and nominal value of the shares acquired and those estranged during the financial year and the percentage of the subscribed share capital they represent; c) in the case of acquisition or disposal for consideration, the value of the shares; d) the number and face value of all shares acquired and held by the company and the percentage of the subscribed share capital they represent. " 54. Article 106 shall read as follows: "" Art. 106. -(1) A company may not grant advances or loans nor provide guarantees for the subscription or acquisition of its own shares by a third party. (2) Provisions of para. ((1) shall not apply to transactions carried out in the current operations of credit institutions and other financial institutions, nor to transactions carried out in order to acquire shares by or for employees of the company, provided that that these transactions do not cause the reduction of net assets below the cumulative amount of subscribed share capital and reserves that cannot be distributed according to the law or the articles of association. " 55. Article 107 shall read as follows: "" Art. 107. -(1) The establishment of real guarantees on its own shares by the company, either directly or through a person acting in its own name, but on the account of the company, is considered to be acquisition within the meaning of art. 103 103 ^ 1, 104, 104 ^ 1, 105, 105 ^ 1 and 106. (2) Provisions of para. ((1) shall not apply to the current operations of banks and other financial institutions. " 56. After Article 107, a new article is inserted, Article 107 ^ 1, with the following contents: "" Art. 107 107 ^ 1. -(1) The acquisition, acquisition or possession of shares of a joint stock company by another company in which the stock company holds, directly or indirectly, the majority of voting rights or whose decisions may be influenced in a manner The company on shares is regarded as being carried out by the company itself. (2) Provisions of para. ((1) will also apply when the company through which the subscription is made, the acquisition or holding of said shares is governed by the law of another state. " 57. In Article 111, paragraph 1 shall read as follows: "" Art. 111. -(1) The ordinary general meeting shall meet at least once a year, no later than 5 months after the end of the financial year. " 58. In Article 111, points a)-d) of paragraph 2 shall read as follows: "" a) to discuss, approve or amend the annual financial statements, on the basis of the reports submitted by the Management Board, respectively by the directorate and the supervisory board, by the censors or, as the case may be, by the financial auditor, and to fix the dividend; b) to elect and revoke the members of the board of directors, respectively of the supervisory board, and the censors; c) to fix the remuneration due for the current exercise to the members of the board of directors, respectively to the members of the supervisory board, and to the censors, if not established by the articles of association; d) to rule on the management of the board of directors, respectively of the directorate; ". 59. In Article 111, after point b) of paragraph (2), a new letter, letter b ^ 1) is inserted, with the following contents: "" b ^ 1) in the case of companies whose financial statements are audited, to appoint and fix the minimum duration of the financial audit contract, as well as to revoke the financial auditor; '. 60. Article 112 shall read as follows: "" Art. 112. -(1) For the validity of the deliberations of the ordinary general meeting, it is necessary to present to the shareholders who hold at least one fourth of the total number of voting rights. Decisions of the ordinary general meeting shall be taken by a majority of votes cast The Articles of Association may provide for higher quorum and majority requirements. (2) If the ordinary general meeting cannot work due to the failure to meet the conditions provided in par. ((1), the assembly which shall meet at a second convocation may deliberate on the items on the agenda of the first assembly, regardless of the quorum meeting, taking decisions with the majority of the votes cast. For the general meeting held at the second convocation, the constituent act cannot provide for a minimum quorum or a higher majority. " 61. In Article 113, after letter i) a new letter, letter i ^ 1) is inserted, with the following contents: "" i ^ 1) conversion of nominal shares in bearer shares or bearer shares in nominative shares; ". 62. Article 114 shall read as follows: "" Art. 114. -(1) Exercise of the duties provided in art. 113 lit. b), c), d) and f) can be delegated to the board of directors, respectively to the directorate, by the constitutive act or by decision of the extraordinary general meeting of the shareholders. Delegation of duties provided for in art. 113 lit. c) cannot regard the field and the main activity of the society. (2) If the board of directors, namely the directorate, is mandated to meet the measure provided for in art. 113 lit. f), provisions of art. 220 ^ 1 applies to the decisions of the board of directors, respectively to those of the directorate, accordingly. (3) If the board of directors, namely the directorate, is mandated to meet the measures provided for in art. 113 lit. b), c) and d), the provisions of art. 131 131 para. ((4) and (5), of art. 132 132, except par. (6), as well as of art. 133 133 applies to the decisions of the board of directors, respectively of the directorate, accordingly. The company will be represented in court by the person appointed by the president of the court between its shareholders, who will carry out the mandate with which he was pregnant until the general meeting, convened for this purpose, will elect another person. " 63. Article 115 shall read as follows: "" Art. 115. -(1) For the validity of the deliberations of the extraordinary general meeting it is necessary at the first convocation the presence of the shareholders holding at least one fourth of the total number of voting rights, and at the following convocations, the presence of representing at least one fifth of the total number of voting rights. (2) Decisions shall be taken by a majority of votes held by the shareholders present or represented. The decision to amend the main activity object of the company, to reduce or increase the share capital, to change the legal form, to merge, divide or dissolve the company is taken by a majority of at least two thirds of voting rights held by the shareholders present or represented. (3) In the articles of incorporation, quorum and majority requirements may be stipulated. " 64. Article 117 shall read as follows: "" Art. 117. -(1) The General Assembly shall be convened by the Management Board, respectively by the directorate, whenever necessary. (2) The term of assembly may not be less than 30 days after the publication of the convocation in the Official Gazette of Romania, Part IV. (3) The convocation shall be published in the Official Gazette of Romania, Part IV, and in one of the wide spread newspapers in the locality where the company is located or from the nearest locality. The convocation will be submitted to the Autonomous Regia "Monitorul Oficial" for publication, no later than 5 days from the date of adoption by the board of directors of the meeting decision of the general meeting. (4) If all shares of the company are nominative, the convocation may be made only by registered letter or, if the articles of association allow, by letter transmitted electronically, having incorporated, attached or logically associated signature extended electronics, sent at least 30 days before the date of the young assembly, to the shareholder, registered in the register of shareholders. The change of address cannot be opposed to society, if it has not been communicated to it in writing by the shareholder. (5) The convocation modes referred to in par. (4) may not be used if prohibited by the constituent act of the company or by legal provisions. (6) The convocation will include the place and date of the young assembly, as well as the agenda, with the explicit mention of all the issues that will be the subject of the assembly debates. Where the appointment of the administrators or members of the supervisory board is on the agenda, it shall be mentioned that the list containing information on the name, place of residence and professional qualification of the the persons proposed for the position of administrator are at the disposal of the shareholders, and can be consulted and completed by them. (7) When proposals are on the agenda for amending the Articles of Association, the convocation shall include the full text of the proposals. " 65. After Article 117, two new articles are inserted, Articles 117 ^ 1 and 117 ^ 2, with the following contents: "" Art. 117 117 ^ 1. -(1) They have the right to require the introduction of new items on the agenda one or more shareholders representing, individually or together, at least 5% of the share capital. ((2) The applications shall be submitted to the management board, respectively to the directorate, no later than 15 days after the publication of the convocation, in order to publish and inform the other shareholders. If the appointment of the administrators and the members of the supervisory board is on the agenda, and the shareholders wish to make proposals for applications, information on the name, the locality of home and professional qualification of the persons proposed for the respective functions. (3) The agenda completed with the points proposed by the shareholders, after the convocation, must be published with the fulfilment of the requirements provided by law and/or the articles of association for the convocation of the general meeting, at least 10 days before the meeting general, on the date mentioned in the original convener. Art. 117 ^ 2. -(1) The annual financial statements, the annual report of the management board, respectively the report of the directorate and the supervisory board, as well as the proposal on the distribution of dividends shall be made available to the shareholders company headquarters, from the date of convening of the general meeting On request, the shareholders will be issued copies of these documents. The amounts charged for the release of children may not exceed the administrative costs involved in providing them. (2) If the company owns an own website, the convocation, any other item added to the agenda at the request of the shareholders, in accordance with art. 117 ^ 1, as well as the documents provided in par. (1) shall also be published on the website, for the free access of shareholders. (3) Each shareholder may address the board of directors, respectively the directorate, in writing questions relating to the activity of the company, before the date of the general meeting, and shall be answered at the meeting. If the company has an own website, in the absence of a contrary provision in the articles of association, the answer shall be deemed given if the requested information is published on the company's website, under the "Questions" section common "." 66. Article 119 shall read as follows: "" Art. 119. -(1) The board of directors, respectively the directorate, shall immediately convene the general meeting, at the request of the shareholders representing, individually or together, at least 5% of the share capital or a lower share, if in the articles of association Thus, and if the request contains provisions falling within the remit (2) The General Assembly shall be convened within 30 days at the latest and shall meet no later than 60 days after the date of receipt of the request. (3) If the board of directors, respectively the directorate, does not convene the general meeting, the court of the company's headquarters, with the citation of the board of directors, respectively of the directorate, will be able to authorise the convocation by the shareholders who made the request. By the same conclusion the court approves the agenda, establishes the reference date provided for in art. 123 123 para. (2), the date of the young general meeting and, among the shareholders, the person who will chair it. (4) The costs of the convocation of the general meeting, as well as the costs, if the court approves the application ((3), shall be borne by the company. " 67. In Article 123, paragraphs 1 and 2 shall read as follows: "" Art. 123. -(1) At general meetings, shareholders who possess bearer shares shall have the right to vote only if they have deposited them in the places shown by the articles of association or by notice of convocation, at least 10 days before the assembly. Technical Secretary, designated according to art. 129 129 para. (5), will find, through a minutes, the timely submission of shares. The shares will remain filed until after the general meeting, but will not be able to be retained for more than 5 days from its date. (2) The board of directors, respectively the directorate, will set a reference date for the entitled shareholders to be notified and vote at the general meeting, the date that will remain valid and if the general meeting is convened again due to the non-meeting of the quorum. The reference date thus determined shall be subsequent to the publication of the convener and shall not exceed 60 days before the date on which the general meeting is convened for the first time. " 68. In Article 125, paragraphs 1, 2, 3 and 5 shall read as follows: "" Art. 125. -(1) The shareholders may participate and vote in the general assembly by representation, on the basis of a power of attorney granted for that general assembly. (2) Shareholders who do not have the capacity of exercise, as well as legal entities may be represented/represented by their legal representatives who, in turn, may give other persons empowerment for that general assembly. ((3) The cases shall be filed in original 48 hours before the assembly or within the period provided for by the articles of association, under penalty of loss of the exercise of the right to vote in that assembly. The percentages will be retained by the company, making mention of it in the minutes. .................................................................. (5) The members of the board of directors, directors, members of the directorate and of the supervisory board, or the officials of the company cannot represent the shareholders, under penalty of nullity of the judgment, if, without their vote, they would not have obtained the required majority. " 69. Article 125 (4) shall be repealed. 70. Article 126 shall read as follows: "" Art. 126. -(1) Shareholders who have the status of board members, directorate or supervisory board may not vote, based on the actions they possess, neither personally nor through the trustee, discharge of their management or an issue in the which person or their administration would be under discussion. (2) Those persons may, however, vote on the annual financial situation, if the majority provided for by law or the articles of association cannot be formed. " 71. Article 128 shall read as follows: "" Art. 128. -(1) The right to vote cannot be given away. ((2) Any convention by which the shareholder undertakes to exercise the right to vote in accordance with the given instructions or proposals made by the company or persons with powers of representation shall be void. " 72. In Article 129, paragraphs 1, 2 and 5 shall read as follows: "" Art. 129. -(1) On the day and at the time shown in the convocation, the meeting of the meeting will be opened by the chairman of the board of directors, respectively of the directorate, or by the one who holds his place. (2) The General Assembly shall elect, among the shareholders present, 1 to 3 secretaries, who shall verify the list of shareholders ' attendance, indicating the share capital they represent each, the minutes drawn up by the Technical Secretary for the finding of the number of actions submitted and the fulfilment of all the formalities required by law and the articles of association for the general assembly .................................................................... (. The President shall be able to designate, among the employees of the company, one or more technical secretaries, to take part in the execution of the operations referred to in the preceding paragraphs. " 73. In Article 129, after paragraph 6, a new paragraph (7) is inserted, with the following contents: " (7) Decisions may not be adopted on items on the agenda that have not been published in accordance with the provisions of art. 117 117 and 117 ^ 1, unless all shareholders were present or represented and none of them objected or challenged this judgment. " 74. In Article 130, paragraph 2 shall read as follows: " (2) The secret vote is mandatory for the election of the members of the board of directors, respectively of the members of the supervisory board and of the internal censors/auditors, for their revocation and for the decision on liability members of the management, management and control bodies of the company. '; 75. In Article 131, paragraphs 4 and 5 shall read as follows: " (4) In order to be opposable to third parties, the decisions of the general meeting will be submitted within 15 days to the trade register office, to be mentioned in the register and published in the Official Gazette of Romania, Part IV. (5) On request, each shareholder will be informed of the results of the vote, for the decisions taken at the general meeting. If the company has an own website, the results will also be published on this page, no later than 15 days from the date of the general meeting. " 76. In Article 132, paragraphs 4 to 7 shall read as follows: " (4) The members of the board of directors, respectively of the supervisory board, cannot appeal the decision of the general meeting regarding their removal from office. (5) The application will be resolved in contradiction with the company, represented by the board of directors, respectively by directorate. (6) If the judgment is appealed by all members of the board of directors, respectively the directorate, the company will be represented in the judiciary by the person appointed by the chairman of the court between its shareholders, who will carry out the who was pregnant, until the general assembly, convened for this purpose, will choose another person. (7) If the judgment is appealed by all members of the directorate, the company shall be represented in the judiciary by the supervisory board. " 77. Article 134 shall read as follows: "" Art. 134. -(1) The shareholders who did not vote in favour of a decision of the general assembly have the right to withdraw from the company and to request the purchase of their shares by the company, only if that decision of the general meeting has as its object: a) change of main object of activity; b) moving the company's headquarters abroad; c) change of company form; d) merger or division of the company. (2) The right of withdrawal may be exercised within 30 days from the date of publication of the decision of the general meeting in the Official Gazette of Romania, Part IV, in the cases provided in par. ((1) lit. a)-c), and from the date of adoption of the decision of the general meeting, in the case provided in ((1) lit. d). (3) The shareholders will submit to the company's headquarters, together with the written declaration of withdrawal, the shares they possess or, as the case may be, the shareholder certificates issued according to art. 97. (4) The price paid by the company for the shares of the person exercising the right of withdrawal will be determined by an independent authorized expert, as the average value resulting from the application of at least two evaluation methods recognized by the legislation in force at evaluation date. The expert shall be appointed by the judge delegated in accordance with the provisions 38 38 and 39, at the request of the board. (5) The assessment costs shall be borne by the company. " 78. Article 135 shall be repealed. 79. In Article 136, paragraph 1 shall read as follows: "" Art. 136. -(1) One or more shareholders representing, individually or together, at least 10% of the share capital will be able to ask the court to designate one or more experts, commissioned to analyze certain operations in the management of the company and to prepare a report, to be presented to them and, at the same time, officially handed over to the board of directors, respectively to the directorate and the supervisory board, as well as to the internal censors or auditors of the company, as the case may be, to be analyzed and appropriate measures are proposed. " 80. In Article 136, after paragraph 1, a new paragraph (1 ^ 1) is inserted, with the following contents: " (1 ^ 1) The Board of Directors, respectively the directorate, shall include the report drawn up in accordance with par. ((1) on the agenda of the next general meeting of shareholders. " 81. After Article 136 a new article is inserted, Article 136 ^ 1, with the following contents: "" Art. 136 136 ^ 1. -The shareholders must exercise their rights in good faith, in compliance with the rights and legitimate interests of the company and of the other shareholders. " 82. After the title of Section III, a new title is inserted, the title of subsection I, with the following contents: "" SUBSECTION I Unit system ' 83. Article 137 shall read as follows: "" Art. 137. -(1) The joint-stock company is managed by one or more administrators, the number of which is always odd. When there are several administrators, they constitute a board of directors. ((2) Stock companies whose annual financial statements are subject to a statutory audit obligation shall be administered by at least 3 administrators. ((3) The provisions of this law regarding the board of directors and which do not concern or do not involve the plurality of the administrators shall apply to the sole administrator accordingly. " 84. After Article 137, two new articles are inserted, Articles 137 ^ 1 and 137 ^ 2, with the following contents: "" Art. 137 137 ^ 1. -(1) The administrators shall be appointed by the ordinary general meeting of the shareholders, with the exception of the first administrators, who are appointed by the articles of association. ((2) Candidates for administrator positions shall be nominated by current members of the board of directors or by shareholders. (. During the term of office, the administrators may not conclude with the company a contract of employment. If the administrators have been designated among the employees of the company, the individual employment contract is suspended during the term of office. (4) Administrators may be revoked at any time by the ordinary general meeting of shareholders. If the revocation unjustly occurs, the administrator shall be entitled to the payment of damages. Art. 137 ^ 2. -(1) In case of a holiday of one or more of the posts of administrator, if by the articles of association it is not otherwise ordered, the board of directors shall proceed to the appointment of provisional administrators, until the meeting of the ordinary general meeting of shareholders. (2) If the holiday provided in par. (1) determines the decrease of the number of administrators below the legal minimum, the remaining administrators immediately convene the ordinary general meeting of shareholders, in order to complete the number of members of the board of directors. (3) If the administrators do not fulfill their obligation to convene the general meeting, any interested party may apply to the court to designate the person charged with convening the ordinary general meeting of the shareholders, to make Necessary appointments. (4) When there is only one administrator and he wants to give up his mandate, he will have to convene the ordinary general meeting. (5) In case of death or physical impossibility of exercising the position of sole administrator, the provisional appointment will be made by the censors, but the ordinary general meeting will be convened urgently for the final appointment of the administrator. (6) If the company does not have censors, any shareholder may address the court authorizing the convocation of the general meeting by the shareholder who made the request or by another shareholder. By the same decision, the court approves the agenda, establishes the reference date provided by art. 123 123 para. (2), the date of the young general meeting and, among the shareholders, the person who will chair it. " 85. Article 138 shall be repealed. 86. After Article 138, two new articles are introduced, Articles 138 ^ 1 and 138 ^ 2, with the following contents: "" Art. 138 138 ^ 1. -(1) If in a joint stock company the delegation of management duties to directors takes place, according to art. 143, most board members will be made up of non-executive administrators. (2) In the meaning of this law, non-executive members of the board of directors are those who have not been appointed directors, in accordance with art. 143. Art. 138 ^ 2. -(1) By the articles of association or by decision of the general meeting of the shareholders it may be stipulated that one or more members of the board of directors must be independent. ((. An administrator shall not be considered independent in particular if: a) is the director of the company or of a company controlled by it or has performed such a function in the last 5 years; b) is an employee of the company or of a company controlled by it or has had such a work relationship in the last 5 years; c) receives or has received from the company or from a company controlled by this additional remuneration or other advantages, other than those corresponding to its quality as non-executive administrator; d) is or represents a significant shareholder of the company; e) has or had in the last year business relations with the company or with a company controlled by it, either personally or as an associate, shareholder, administrator, director or employee of a company that has such relations with the company; f) is or has been in the last 3 years an associate or employee of the current financial auditor of the company or of a controlled company; g) is a director in another company in which a director of the company is a non-executive administrator; h) was a non-executive administrator of the company more than 3 mandates; i) is a spouse or a relative up to the fourth degree including a director of the company or a person in one of the situations referred to in lett. a)-h). " 87. Articles 139 and 140 shall be repealed. 88. After Article 140, two new articles are inserted, Articles 140 ^ 1 and 140 ^ 2, with the following contents: "" Art. 140 140 ^ 1. -(1) The Board of Directors shall elect from among its members a Board Chair. The articles of association may stipulate that the chairman of the council is appointed by the ordinary general assembly, which appoints the council. (. The President shall be appointed for a duration which may not exceed the term of office or administrator. (. The President may be revoked at any time by the Management Board. If the president has been appointed by the general assembly, it will only be possible to revoke it. (4) The President shall coordinate the work of the Board and report on this General Meeting of Shareholders. He watches the proper functioning of the organs of society. (5) If the president is in temporary impossibility to exercise his duties, during the respective state of impossibility the board of directors may charge another administrator with the performance of the office of president. Art. 140 ^ 2. -(1) The Board of Directors may create advisory committees consisting of at least 2 board members and tasked with conducting investigations and developing recommendations for the board, in areas such as audit, remuneration. administrators, directors, censors and staff, or with nomination of candidates for the various management positions. The committees will regularly submit reports on their work to the council. ((. At least one member of each committee created pursuant to paragraph 1. ((1) must be an independent non-executive administrator. The audit and remuneration committee shall consist only of non-executive directors. At least one member of the audit committee shall have experience in the application of accounting principles or in financial audit. ((3) In the case of joint stock companies whose annual financial statements are subject to a statutory financial audit obligation, the creation of an audit committee within the Management Board shall be binding. " 89. Article 141 shall read as follows: "" Art. 141. -(1) The Board of Directors shall meet at least once every 3 months. (. The President shall convene the Management Board, shall determine the agenda, shall ensure that the members of the Council are adequately informed of the items on the agenda and shall preside over the meeting. (3) The Board of Directors shall also be convened at the reasoned request of at least 2 of its members or the Director-General. In this case, the agenda is set by the authors of the application. The President is obliged to act on such an application. ((4) The convocation for the meeting of the board of directors shall be submitted to the administrators sufficiently in advance of the date of the meeting, the term may be determined by decision of the board of directors. The convocation will include the date, the place where the meeting will be held and the agenda. Only in cases of emergency can decisions be made on points that are not provided on the agenda. The Articles of Association may impose stricter conditions on matters covered by this paragraph. (5) A minutes will be drawn up at each meeting, which will include the names of the participants, the order of deliberations, the decisions taken, the number of votes met and the separate opinions. The minutes shall be signed by the sitting president and at least one other administrator. " 90. After Article 141, a new article is inserted, Article 141 ^ 1, with the following contents: "" Art. 141 141 ^ 1. -Directors and censors or, as the case may be, internal auditors may be summoned to any meeting of the board of directors, meetings to which they are required to attend. They do not have the right to vote, except for the directors who are also administrators. " 91. Article 142 shall read as follows: "" Art. 142. -(1) The Board of Directors shall be responsible for carrying out all necessary and useful acts for the realization of the object of activity of the company, except those reserved by law for the general meeting of the shareholders. (. The Management Board shall have the following basic powers, which may not be delegated to the Directors: a) the establishment of the main directions of activity and development of the company; b) establishment of the accounting system and financial control and approval of financial planning; c) appointment and revocation of directors and establishment of their remuneration; d) supervision of directors ' activity e) preparation of the annual report, organization of general meeting of shareholders and implementation of its decisions; f) the introduction of the application for the opening of insolvency proceedings Law no. 85/2006 on insolvency proceedings. (3) It may also not be delegated to the directors the powers received by the board of directors from the general meeting of shareholders, in accordance with art. 114 114. " 92. Article 143 shall read as follows: "" Art. 143. -(1) The Board of Directors may delegate the management of the company to one or more directors, appointing one of its Managing Director. ((. Directors may be appointed from among the administrators or outside the board of directors. (3) If by the articles of association or by a decision of the general meeting of the shareholders, this is provided, the chairman of the board of directors of the company may also be appointed general manager. (4) In the case of joint stock companies whose annual financial statements are subject to a legal obligation of financial auditing, the delegation of the management of the company in accordance with par. ((1) is compulsory. (5) In the meaning of this law, the director of the company on shares is only that person who has been delegated powers of management of the company, in accordance with par. ((1). Any other person, regardless of the technical name of the post occupied within the company, is excluded from the application of the norms of this law regarding the directors of the company on shares. " 93. After Article 143, two new articles are inserted, Articles 143 ^ 1 and 143 ^ 2, with the following contents: "" Art. 143 143 ^ 1. -(1) The directors are responsible for taking all measures related to the management of the company, within the limits of the object of activity of the company and in compliance with the exclusive powers reserved by law or by the constitutive act administration and general meeting of shareholders. (2) The way of organizing the activity of the directors may be established by the articles of association or by decision of the board of directors. (. The Management Board shall be responsible for supervising the work of directors Any administrator may ask the directors for information on the company's operational management. Directors will inform the board of directors regularly and comprehensively of the operations undertaken and those contemplated. (. Directors may be revoked at any time by the Management Board. Where the revocation of the unjust occurs, the director concerned shall be entitled to the payment of damages. Art. 143 ^ 2. -(1) The Board of Directors represents the company in relation to third parties and the judiciary. In the absence of a stipulation to the contrary in the articles of association, the board of directors represents the company through its (2) By the articles of association, the President and one or more administrators may be empowered to represent the company, acting together or separately. Such a clause is opposable to third parties. (3) By their unanimous agreement, the administrators representing the company only acting together can empower one of them to conclude certain operations or types of operations. (4) If the board of directors delegates to the directors the duties of management of the company in accordance with art. 143, the power to represent the company belongs to the general manager Provisions of paragraph ((2)-(4) shall apply to directors accordingly. The Board of Directors, however, retains the attribution of representation of the company in relations with directors (. The Management Board shall register the names of the persons empowered to represent the company on the trade register, noting whether they act together or separately. They shall submit to the register of specimens of signature. ' 94. Article 144 shall be repealed. 95. After Article 144, four new articles are inserted, articles 144 ^ 1-144 ^ 4, with the following contents: "" Art. 144 144 ^ 1. -(1) Members of the board of directors shall exercise their mandate with loyalty in the interests of the company. (2) The administrator does not violate this obligation if, at the time of taking a business decision, he is reasonably entitled to consider that he is acting in the interest of the company and on the basis of adequate information. (3) For the purposes of this Article, business decision is any decision to take or not to take certain measures regarding the administration of the company. (4) The members of the board of directors are not allowed to disclose the confidential information and business secrets of the company, to which they have access in their capacity as administrators. This obligation also falls upon the termination of the administrator's mandate. (5) The content and duration of the obligations provided in par ((4) are provided in the contract. Art. 144 ^ 2. -(1) The administrators are responsible for fulfilling all obligations, according to the provisions of art. 72 72 and 73. ((. Administrators shall be responsible to the company for the damage caused by acts carried out by the directors or staff, when the damage would not have occurred if they had exercised the supervision imposed by the duties of their duties. (3) The directors shall notify the board of directors of all irregularities found during the performance of their duties. (4) The administrators shall be jointly and severally liable with their immediate predecessors if, having knowledge of the irregularities committed by them, they do not communicate to the censors or, as the case may be, to the internal auditors and the financial auditor. (5) In companies that have several administrators the responsibility for acts committed or for omissions does not extend to the administrators who made the record, in the register of decisions of the board of directors, their impotence and have In writing, in writing, on the censors or internal auditors and the financial auditor. Art. 144 ^ 3. -(1) The administrator who has in a certain operation, directly or indirectly, interests contrary to the interests of the company must notify the other administrators and the censors or internal auditors about it and not take part in any deliberation regarding this operation. (2) The same obligation has the administrator if, in a certain operation, he knows that his spouse, relatives or affins are interested until the fourth degree inclusive. (3) If the provisions of the articles of association do not have otherwise, the prohibitions established in ((1) and (2), relating to the participation, the deliberation and the vote of the administrators, shall not be applicable if the object of the vote is: a) offering for subscription, to an administrator or to the persons referred to in par. ((2), of shares or bonds of the company; b) the granting by the administrator or the persons referred to in par. ((2) a loan or a guarantee in favour of the company. (4) The administrator who did not comply with the provisions of para. ((1) and (2) answer for the damages that have resulted for the company. Art. 144 ^ 4. -(1) It is forbidden to credit by the company its administrators, by means of operations such as: a) the granting of loans to administrators; b) the granting of financial advantages to the administrators on the occasion or after the conclusion by the company with them of operations of delivery of goods, services or execution of works; c) direct or indirect guarantee, in whole or in part, of any loans granted to administrators, concomitant or subsequent to the granting of the loan; d) direct or indirect guarantee, in whole or in part, of the execution by administrators of any other personal obligations of these persons to third persons; e) the acquisition of a payment, in whole or in part, of a claim that has as object a loan granted by a third party to the administrators or another personal benefit thereof. (2) Provisions of para. (1) are also applicable to operations in which the spouse, relatives or blueberries are interested in the fourth degree including the administrator; also, if the operation concerns a civil or commercial company in which one of the persons previously mentioned is the administrator or owns, alone or together with one of the above-mentioned persons, a share of at least 20% of the value of the subscribed share capital. (3) The provisions of par. ((1) shall not apply: a) in the case of operations whose cumulative chargeable value is less than the equivalent in lei of the amount of 5,000 euros; b) if the operation is concluded by the company under the conditions of the current exercise of its activity, and the clauses of the operation are not more favorable to the persons referred to in par. ((1) and (2) than those which, ordinarily, the company practices towards third parties. " 96. Articles 145 to 149 shall be repealed. 97. In Article 150, paragraph 1 shall read as follows: "" Art. 150. -(1) If by the articles of association it is not ordered otherwise and subject to the provisions of art. 44 ^ 1, under penalty of nullity, the administrator will be able, in his own name, to dispose, respectively to acquire, goods to or from the company, having a value of more than 10% of the value of the net assets of the company, only after obtaining the approval extraordinary general meeting, under the conditions provided in art. 115 115. " 98. In Article 150, after paragraph 1, a new paragraph (1 ^ 1) is inserted, with the following contents: " (1 ^ 1) If by the articles of association it is not ordered otherwise and subject to the provisions of art. 44 ^ 1, under the sanction of nullity, the administrator will be able, in his own name, to dispose, respectively to acquire, goods for himself from the society, only after obtaining the approval of the extraordinary general meeting, under the conditions provided in art. 115 115. " 99. Article 151 shall be repealed. 100. Article 152 will read as follows: "" Art. 152. -Directors are liable for failure to perform their duties. Art. 137 ^ 1 para. (3), of art. 144 ^ 1, 144 ^ 2, 144 ^ 3, 144 ^ 4, 150 and art. 153 ^ 12 para. ((4) shall apply to directors, under the same conditions as administrators. " 101. After Article 152, a new article is inserted, Article 152 ^ 1, with the following contents: "" Art. 152 152 ^ 1. --Micro and small enterprises in the sense art. 4 4 para. ((1) lit. a) and b) of Law no. 346/2004 on stimulating the establishment and development of small and medium-sized enterprises, as amended, may derogate from the provisions of art. 137 137 para. (2), of art. 140 ^ 1 para. ((3) and art. 143 143 para. ((4). ' 102. After Article 152 ^ 1, the title of subsection II is inserted, with the following contents: " SUBSECTION II The dualist system " 103. Article 153 will read as follows: "" Art. 153. -(1) The articles of association may stipulate that the joint 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 in the course of the existence of the company by decision of the extraordinary general meeting of the shareholders, in order to introduce or eliminate such a provision (3) The provisions of this law regarding censors are not applicable to companies that opt for the dualistic administration system. " 104. Within the second subsection, a new paragraph, paragraph A, is inserted after Article 153, with the following contents: "" A. Directorate Art. 153 ^ 1. -(1) The management of the stock company shall exclusively return to the directorate, which shall carry out the necessary and useful acts for the realization of the object of activity of the company, except those reserved by law for the supervisory board and the general meeting of shareholders. ((. The Directorate shall exercise its powers under the supervision of the supervisory board. (3) The directorate consists of one or more members, the number of which is always odd. (. When it is a single member, it shall be the sole director-general. In this case, the provisions of Article 137 137 para. ((3) shall apply accordingly. (5) In the case of joint stock companies whose annual financial statements are subject to a statutory audit obligation, the directorate shall consist of at least 3 members. Art. 153 ^ 2. -(1) The appointment of the members of the directorate shall be assigned to the supervisory board, which shall also assign to one of them the position of (2) The constitutive act determines the term of office of the directorate, within the limits provided 153 153 ^ 12. (3) Members of the directorate may not be concurrently members of the supervisory board. (. The members of the directorate may be revoked at any time by the supervisory board. The Articles of Association may provide that they may also be revoked by the ordinary general meeting of the shareholders. If their revocation unjustly occurs, the members of the directorate are entitled to pay damages. ((5) In the event of a vacancy of a member of the directorate, the supervisory board shall proceed without delay to the appointment of a new member, for the remainder of the term of office of the directorate. (6) On the rights and obligations of the members of the directorate, art. 137 ^ 1 para. ((3), art. 144 ^ 1, art. 144 ^ 2 para. ((1), (4) and (5), art. 144 144 ^ 3, 144 ^ 4 and 150 shall apply accordingly. Art. 153 ^ 3. -(1) The directorate represents the company in relation to third parties and the judiciary. (2) In the absence of a stipulation contrary in the articles of association, the members of the directorate represent the company only acting together (3) If the members of the directorate represent the company only by acting together, by their unanimous consent, they may empower one of them to conclude certain operations or types of operations. (4) The Supervisory Board represents the company in the reports with the directorate. (5) The Directorate shall register the names of the persons empowered to represent the company on the trade register, noting whether they act together or separately. They will file with the signature specimen trade register. Art. 153 ^ 4. -(1) At least once every 3 months, the directorate shall submit a written report to the supervisory board on the management of the company, its activity and its possible evolution. (2) In addition to the regular information provided in par. ((1), the directorate shall communicate in a timely manner to the supervisory board any information on events that could have a significant influence on the situation of the company. (. The Supervisory Board may request the Directorate for any information which it considers necessary for the exercise of its powers of control and may carry out appropriate checks and investigations. ((. Each member of the supervisory board shall have access to the information submitted to the council. Art. 153 ^ 5. -(1) The directorate shall submit to the supervisory board the annual financial statements and its annual report, immediately after their elaboration. ((2) At the same time, the directorate shall submit to the supervisory board its detailed proposal on the distribution of the profit resulting from the balance sheet, which it intends to present to the general meeting (3) Provisions art. 153 ^ 4 para. ((4) shall apply accordingly. '; 105. In subsection II, after Article 153 ^ 5, a new paragraph, paragraph B, is inserted as follows: "" B. Supervisory Board Art. 153 ^ 6. -(1) The members of the supervisory board shall be appointed by the general meeting of the shareholders, except for the first members, who are appointed by the articles of association. ((2) Candidates for member posts on the supervisory board shall be nominated by existing members of the Board or by shareholders. (3) The number of members of the supervisory board is established by the articles of association. It may not be less than 3 nor more than 11. (. The members of the supervisory board may be revoked at any time by the general meeting of the shareholders, by a majority of at least two thirds of the number of the shareholders present. (5) The Supervisory Board shall elect from among its members a Chairman of the Board. Art. 153 ^ 7. -(1) In the case of the vacancy of a member's position on the supervisory board, the council may proceed to the appointment of a provisional member, pending the meeting of the (2) If the holiday referred to in par. (1) determine the decrease in the number of members of the supervisory board below the legal minimum, the directorate must convene without delay the general meeting to complete the vacancies. (3) If the directorate does not fulfill its obligation to convene the general meeting in accordance with par. ((2), any interested party may apply to the court to designate the person responsible for convening the ordinary general meeting of shareholders, to make the necessary appointments. Art. 153 ^ 8. -(1) Members of the supervisory board may not be members of the directorate. They also cannot cumulate the membership in the supervisory board with the employee of the company. (2) By the articles of association or by decision of the general meeting of the shareholders, specific conditions of professionalism and independence may be established for the members of the supervisory board. In the assessment of the independence of a member of the supervisory board, at least the criteria covered by Article 138 ^ 2 para. ((2). (3) On the rights and obligations of members of the supervisory board, the provisions of art. 144 ^ 1, art. 144 ^ 2 para. ((1) and (5), of art. 144 144 ^ 3, 144 ^ 4 and 150 shall apply accordingly. Art. 153 ^ 9. -(1) The Supervisory Board shall have the following main tasks: a) exercise permanent control over the management of the company by the directorate b) appoint and revoke the members of the directorate c) verify compliance with the law, with the constitutive act and with the decisions of the general meeting of the management operations of the company; d) report at least once a year to the general meeting of shareholders on the supervisory activity carried out. (. In exceptional cases, where the interest of the company requires it, the supervisory board may convene the general meeting of the shareholders. (3) The supervisory board cannot be transferred to the management of the company. However, in the articles of association it may be stipulated that certain types of operations can only be carried out with the agreement of the council. If the council does not give its consent to such an operation, the directorate may seek the agreement of the ordinary general meeting. The decision of the general meeting on such an agreement is given by a majority of 3-fourths of the number of shareholders present. The Articles of Association cannot establish a different majority or stipulate other conditions. Art. 153 ^ 10. -(1) The Supervisory Board may create advisory committees, consisting of at least 2 board members and tasked with conducting investigations and developing recommendations for the council, in areas such as audit, remuneration. the members of the directorate and the supervisory board and the staff, or the nomination of candidates for the various management positions. The committees will regularly submit reports on their work to the council. (2) The chairman of the directorate may be appointed member of the nomination committee created by the supervisory board, without thereby acquiring membership in the board. ((. At least one member of each committee created pursuant to paragraph 1. ((1) must be an independent member of the supervisory board. At least one member of the audit committee shall have relevant experience in the application of accounting principles or in financial audit. ((. In the case of joint stock companies whose annual financial statements are subject to a statutory financial audit obligation, the creation of an audit committee within the supervisory board shall be binding. Art. 153 ^ 11. -(1) The Supervisory Board shall meet at least once every 3 months. The chairman shall convene the supervisory board and chair the meeting. (2) The Supervisory Board shall also be convened at any time upon the reasoned request of at least 2 of the members of the Board or the directorate. The Council shall meet no later than 15 days after the convocation. (3) If the President does not comply with the request for convening the council in accordance with the provisions of paragraph (2), the authors of the application may convene the council themselves, setting the agenda of the meeting. (4) The members of the directorate may be summoned to the meetings of the supervisory board. They don't have the right to vote in council. (5) A minutes will be drawn up at each meeting, which will include the names of the participants, the agenda, the order of deliberations, the decisions taken, the number of votes met and the separate opinions. The minutes shall be signed by the sitting president and at least one other member of the council. ' 106. After Article 153 ^ 11, the title of subsection III is inserted, with the following contents: " SUBSECTION III Common provisions for the unitary system and the dual system ' 107. After the title of subsection III, thirteen new articles are introduced, articles 153 ^ 12 -153 ^ 24, with the following contents: "" Art. 153 153 ^ 12. -(1) The term of office of the administrators, respectively of the members of the directorate and of the supervisory board, is established by the articles of association, and it cannot exceed 4 years. They are reeligible, when by the articles of association it is not ordered otherwise. (2) The term of office of the first members of the board of directors, respectively of the first members of the supervisory board, shall not exceed 2 years. ((3) In order for the appointment of an administrator, respectively of a member of the directorate or of the supervisory board, to be legally valid, the person appointed must expressly accept it. (4) The person named in one of the functions provided in par. ((3) must complete a professional liability insurance. Art. 153 ^ 13. -(1) The directors of the company on shares, in the unit system, respectively the members of the directorate, in the dualist system, are individuals (. A legal person may be appointed as administrator or member of the supervisory board of a joint stock company. With this appointment, the legal person is obliged to designate a permanent representative, a natural person. It is subject to the same conditions and obligations and has the same civil and criminal liability as an administrator or member of the supervisory board, the individual, acting on its own behalf, without through this legal person whom it is to be exempt from liability or to reduce its liability in solidarity. When the legal entity revokes its representative, it shall at the same time appoint a replacement. Art. 153 ^ 14. -Persons who, according to this law, cannot be founders cannot be administrators, directors, members of the directorate or supervisory board. Art. 153 ^ 15. -The directors of a joint stock company, in the unitary system, and the members of the directorate, in the dualistic system, will not be able to be, without authorization of the board of directors, respectively of the supervisory board, directors, administrators, the directors of the supervisory board, the censors or, as the case may be, internal auditors or members with unlimited liability, in other competing companies or having the same object of activity, nor may they exercise the same trade or other competitor, on its own or other person's account, under the penalty of revocation and liability for damage. Art. 153 ^ 16. -(1) A natural person may simultaneously exercise no more than 5 terms of administrator and/or member of the supervisory board in joint stock companies whose headquarters are located on the territory of Romania. This provision shall apply to the same extent to the natural person administrator or member of the supervisory board and to the natural person permanent representative of a legal person administrator or member of the supervisory board. (2) The prohibition provided in par. (1) does not refer to cases when the one elected to the board of directors or the supervisory board is the owner of at least one-fourth of the total shares of the company or is a member of the board of directors or the board of directors supervision of a company on shares that holds the patrimea shown. (3) The person who violates the provisions of this article is obliged to resign from the positions of member of the board of directors or of the supervisory board that exceed the maximum number of mandates provided in par. (1), within one month from the date of occurrence of the incompatibility situation. At the expiry of this period, he will lose the mandate obtained by exceeding the legal number of seats, in the chronological order of appointments, and will be obliged to return the remuneration and other benefits received to the company in which he exercised this warrant. The deliberations and decisions to which he took part in the exercise of that mandate shall remain valid. Art. 153 ^ 17. -Before being appointed director or administrator, respectively a member of the directorate or supervisory board in a joint stock company, the nominee will inform the body of the company in charge of his appointment of to relevant aspects referred to in art. 153 153 ^ 15 and 153 ^ 16. Art. 153 ^ 18. -(1) The remuneration of the members of the board of directors or of the supervisory board is established by the articles of association or by decision of the general meeting of the shareholders. (2) The additional remuneration of the members of the board of directors or of the supervisory board entrusted with specific functions within the respective body, as well as the remuneration of the directors, in the unitary system, or of the members the directorate, in the dualist system, are established by the board of directors, respectively by the supervisory board. The articles of association or general meeting of shareholders shall fix the general limits of all remuneration granted in this way. (3) Any other advantages may be granted only in accordance with par. ((1) and (2). (4) The General Assembly, respectively the Management Board or the Supervisory Board and, if applicable, the remuneration committee shall ensure, when determining remuneration or other advantages, that they are justified in relation to their duties. specific persons and the economic situation of the company. Art. 153 ^ 19. -The Board of Directors shall request the Trade Register Office to register the appointment of directors, as well as any change in the person of the administrators or directors and the publication of these data in the Official Gazette of Romania, Part IV. The same obligation lies with the directorate on the registration of the first members of the directorate and of any change in the person of the members of the directorate or members of the Art. 153 ^ 20. -(1) For the validity of the decisions of the board of directors, the directorate or the supervisory board, it is necessary to present at least half of the members of each of these bodies, if the constituent act does not provides a higher number. ((. Decisions within the Management Board, the directorate or the supervisory board shall be taken with the vote of the majority of the members present. Decisions on the appointment or revocation of the presidents of these bodies shall be taken with the vote of the majority of the ((3) The members of the board, the directorate or the supervisory board may be represented at the meetings of the respective body only by its other members. A present member may represent one absent member. (4) The Articles of Association may order that participation in meetings of the Management Board, directorate or supervisory board may also take place by means of distance communication, stating their manner. At the same time, the articles of association may limit the kind of decisions which may be taken under these conditions and may provide for a right to object to such a procedure in favour of a determined number of members of that body. (5) The means of distance communication provided in par. ((4) must meet the technical conditions necessary for the identification of the participants, their effective participation in the council meeting and the retransmission of deliberations on a continuous basis. (6) If the constituent act does not have otherwise, the chairman of the board of directors or the supervisory board will have the decisive vote in case of parity of votes. The chairman of the board of directors who is, at the same time, director of the company cannot have a decisive vote (7) If the Chairperson in office of the Board, the directorate or the supervisory board cannot or is prohibited from participating in the vote within that body, the other members will be able to elect a President of meeting, having the same rights as the president in office. (8) In the event of a parity of votes and if the President does not benefit from a decisive vote, the motion to vote shall be deemed Art. 153 ^ 21. -(1) The Articles of Association may order that, in exceptional cases, justified by the urgency of the situation and by the interest of the company, the decisions of the board of directors or the directorate may be taken by the unanimous vote expressed in writing members, without the need for a meeting of that body. (2) The procedure referred to in paragraph 1 may not be used. ((1) in the case of decisions of the board or directorate relating to annual financial statements or authorized capital. Art. 153 ^ 22. -The board of directors, namely the directorate, will be able to conclude legal acts on behalf of and on behalf of the company, through which to acquire goods for this or to dispose, to rent, to change or to constitute in guarantee goods in the patrimony of the company, whose value exceeds half of the book value of the company's assets at the date of conclusion of the legal act, only with the approval of the general meeting of shareholders, 115. Art. 153 ^ 23. -The directors and members of the board, respectively the members of the directorate and those of the supervisory board, are obliged to participate in the general meetings of the shareholders. Art. 153 ^ 24. -(1) If the board of directors, respectively the directorate, finds that, following some losses, established by the annual financial statements approved according to the law, the net asset of the company, determined as the difference between the total assets and the total its debts, diminished to less than half of the value of the subscribed share capital, will immediately convene the extraordinary general meeting to decide whether the company must be dissolved. (2) By the articles of association it may be established that the extraordinary general meeting is convened even in the event of a decrease in the net asset less significant than that provided in par. ((1), establishing this minimum level of net asset by reference to subscribed share capital. (3) The Board of Directors, respectively the directorate, will present the extraordinary general meeting according to par. (1) a report on the property situation of the company, accompanied by observations of the censors or, as the case may be, of the internal auditors. This report must be filed at the company's premises at least one week before the date of the general meeting, in order to be consulted by any interested shareholder. At the extraordinary general meeting, the board of directors, respectively the directorate, will inform the shareholders of any relevant facts after the writing of the written report. (4) If the extraordinary general assembly does not decide to dissolve the company, then the company is obliged, at the latest, until the end of the financial year after the one in which the losses were found and subject to the provisions of 10 10, to reduce the share capital by an amount at least equal to that of losses that could not be covered by reserves, if during this period the net asset of the company was not reconstituted up to the level of a value at least equal to half of the share capital. (5) In case of non-meeting of the extraordinary general meeting in accordance with par. ((1) or if the extraordinary general meeting was not able to deliberate either in the second convocation, any interested person may apply to the court to ask for the dissolution of the company. The dissolution may also be required if the obligation imposed on the company according to par. ((4) is not respected. In any of these cases, the court may grant the company a period not exceeding 6 months for the regularisation of the situation. The company will not be dissolved if the reconstitution of the net asset up to the level of a value at least equal to half of the share capital takes place until the irrevocable stay of the court decision to dissolve. " 108. Article 154 is repealed. 109. Article 155 will read as follows: "" Art. 155. -(1) The action in liability against the founders, administrators, directors, respectively of the members of the directorate and the supervisory board, as well as the censors or financial auditors, for damages caused to the company by them by the violation of their duties to society, belongs to the general assembly, which will decide with the majority provided in art. 112. (. The General Assembly shall designate by the same majority the person responsible to exercise legal proceedings. (3) When the general meeting decides on the annual financial situation, it may take a decision on the responsibility of the directors or directors, respectively of the members of the directorate and the supervisory board, even if it the problem is not on the agenda. (4) If the general assembly decides to hold an action in liability against the administrators or the members of the directorate, their mandate shall cease from the date of adoption of the decision and the general meeting, respectively the council of Surveillance, will proceed to their replacement. (5) If the action is started against the directors, they shall be suspended by law from office until the irrevocable stay of the judgment. (6) If the general assembly decides to take action in liability against the members of the supervisory board with the majority provided for in art. 115 115 para. ((1), the mandate of the respective members of the supervisory board shall cease to be fair The General Assembly will proceed with their replacement. ((7) The action in liability against the members of the directorate may also be exercised by the supervisory board, following a decision of the council itself. If the decision is taken by a majority of two thirds of the total number of members of the supervisory board, the mandate of the respective members of the directorate shall be terminated by the supervisory board in order to replace them. " 110. After Article 155, a new article is inserted, Article 155 ^ 1, with the following contents: "" Art. 155 155 ^ 1. -(1) If the general assembly does not introduce the action under the responsibility provided for in 155 nor does it follow the proposal of one or more shareholders to initiate such action, the shareholders representing, individually or together, at least 5% of the share capital have the right to bring an action in compensation, in their own name, but to the company's account, against any person provided in art. 155 155 para. ((1). (2) Persons exercising the right provided in par. (1) must have already had the status of shareholder on the date on which the issue of the introduction of the action was debated at the general meeting. (3) The costs will be borne by the shareholders who brought the action. In case of admission, the shareholders are entitled to the reimbursement by the company of the amounts advanced with this title. (4) After the irrevocable stay of the decision of the court of admission of the action provided in par. (1), the general meeting of the shareholders, namely the supervisory board, will be able to decide to terminate the mandate of the administrators, directors and members of the supervisory board, respectively of the members of the directorate, and to 111. Articles 156 to 158 shall be repealed. 112. Article 159 (5) shall be repealed. 113. In Article 160, paragraph 1 shall read as follows: "" Art. 160. -(1) The financial statements of the companies subject to the statutory audit obligation will be audited by financial auditors-natural persons or legal entities-, under the conditions provided by law. " 114. In Article 160, two new paragraphs (1 ^ 1) and (1 ^ 2) are inserted after paragraph 1, with the following contents: " (1 ^ 1) Stock companies that opt, pursuant to art. 153, for the dualistic administration system are subject to financial audit. (1 ^ 2) Commercial companies whose annual financial statements are subject to financial audit, according to the law or decision of the associates/shareholders, will not apply the provisions of art. 159 159 para. ((1). ' 115. In Article 160, paragraph 2 shall read as follows: "(2) The commercial companies whose annual financial statements are subject to financial audit, according to the law or decision of the shareholders, shall organize the internal audit according to the norms developed by the Chamber of Financial Auditors of Romania." 116. After Article 160 a new article is inserted, Article 160 ^ 1, with the following contents: "" Art. 160 160 ^ 1. -The Board of Directors, respectively the directorate, shall register with the commercial register any change of persons of censors, respectively of the internal auditor and the financial auditor. " 117. Article 161 (c) of paragraph 2 shall read as follows: " c) persons who are prohibited as a member of the board of directors, respectively of the supervisory board and the directorate, pursuant to art. 153 153 ^ 14; '. 118. In Article 163, paragraphs 1, 2 and 5 shall read as follows: "" Art. 163. -(1) Censors or, as the case may be, internal auditors are required to supervise the management of the company, verify that the financial statements are legally drawn up and consistent with the books, whether the latter are held regularly and whether the assessment the patrimonial elements were made according to the rules established for the preparation and presentation of financial statements. (2) About all this, as well as the proposals they will consider necessary regarding the financial statements and the distribution of profit, the censors will present a detailed report to the general assembly. The method and procedure for reporting internal auditors will be established by the articles of association, according to the regulation of the profession. .................................................................. (5) The censors or, as the case may be, the internal auditors will inform the members of the board of irregularities in the administration and the violations of the legal provisions and the provisions of the articles of association that they find, and the important will bring them to the attention of the general assembly. 119. In Article 163, paragraph 4 is repealed. 120. Article 164 (2) shall be repealed. 121. After Article 164 a new article is inserted, Article 164 ^ 1, with the following contents: "" Art. 164 164 ^ 1. -(1) Any shareholder has the right to advertise to censors the facts he believes must be censored, and they will consider them to draw up the report to the general assembly. ((2) If the complaint is made by shareholders representing, individually or together, at least 5% of the share capital or a lower share, if the articles of association so provide, the censors are obliged to verify it. If they appreciate that the complaint is well-founded and urgent, they are obliged to immediately convene the general assembly and submit their comments. Otherwise, they must discuss the complaint at the first assembly. The General Assembly must take a decision on those complained against. (3) In the case of companies in which internal auditors were appointed, according to the law, any shareholder has the right to advertise to them the facts about which they believe to be verified Internal auditors will consider them to draw up the report to the board of directors, namely the supervisory board. If the complaint is made by shareholders representing, individually or together, at least 5% of the share capital or a smaller share, if the articles of association so provide, the internal auditors are obliged to verify the facts complained, and if they are confirmed, being recorded in a report that will be communicated to the board of directors, respectively to the supervisory board, and made available to the general meeting; in this case, the board of directors, respectively the council of supervision, is obliged to convene the general assembly. " 122. In Article 167, paragraph 1 shall read as follows: "" Art. 167. -(1) The nominal value of a bond may not be less than 2,5 lei. " 123. Articles 168 and 169 shall be repealed. 124. In Article 170, paragraph 3 shall read as follows: "" (3) The securities of the bonds must include the data provided for in the capital market legislation. 125. Article 171 (5) will read as follows: "(5) Bond holders shall be able to be represented by trustees, other than administrators, directors or members of the directorate, of the supervisory board or of the censors or officials of the company." 126. Article 177, points a), c), e) and f) of paragraph 1 shall read as follows: "" a) a register of shareholders showing, as the case may be, the name and surname, the personal numerical code, the name, domicile or the seat of shareholders with nominative shares, as well as the tips made to the account of the shares The record of shares traded on a regulated market/alternative trading system is performed in compliance with the capital market-specific legislation; .................................................................. c) a register of the meeting and deliberations of the board of directors, respectively of the directorate and the supervisory board; .................................................................. e) a register of the deliberations and findings made by the censors and, as the case may be, by internal auditors, in the exercise of their mandate; f) a register of bonds, showing the total of the bonds issued and those reimbursed, as well as the name and surname, name, domicile or seat of the holders, when they are nominative. The record of bonds issued in dematerialized form and traded on a regulated market or an alternative trading system will be held according to the capital market-specific legislation; ". 127. Article 177 (d) of paragraph 1 shall be repealed. 128. In Article 177, after letter f) of paragraph 1, a new letter, letter g) is inserted, with the following contents: "g) any other registers provided for by special normative acts." 129. Article 177 (2) will read as follows: " (2) Registers provided in par. ((1) lit. a), b) and f) will be held through the care of the board of directors, respectively of the directorate, the one provided in lett. c) through the care of the organ concerned, and the one provided in lett. e) by the care of the censors or, as the case may be, of the internal auditors; ((1) lit. g) will be kept under the conditions provided by the respective normative acts. " 130. Article 178 (1) shall read as follows: "" Art. 178. -(1) Administrators or, as the case may be, independent registry companies shall make available to shareholders and other applicants the registers referred to in art. 177 177 para. ((1) lit. a) and to release, upon request, at their expense, extracts from them. " 131. Article 181 will read as follows: "" Art. 181. -The board of directors, respectively the directorate, must present to the censors, respectively to internal auditors and financial auditors, at least 30 days before the day set for the meeting of the general meeting the annual financial situation for the preceding financial year, together with their report and supporting documents. '; 132. Article 184 will read as follows: "" Art. 184. -(1) The report of the censors or, as the case may be, of the financial auditor shall remain deposited at the headquarters of the company and of the branches within the 15 days preceding the meeting of the general meeting, in order to be consulted by the shareholders. (2) On request, the board of directors, respectively the directorate, shall issue to the shareholders copies of these documents. The amounts charged for the release of children may not exceed the administrative costs involved in providing them. " 133. Article 185 will read as follows: "" Art. 185. -(1) The Management Board, respectively the directorate, is obliged, within 15 days from the date of the general meeting, to submit to the register of trade copies on paper and in electronic form or only in electronic form, having attached a the extended electronic signature, of the annual financial statements, accompanied by their report, the report of the censors or the report of the financial auditors, and the minutes of the general meeting, under the conditions laid down by Accounting Law no. 82/1991 , republished. (2) An announcement confirming the submission of these documents will be published in the Official Gazette of Romania, Part IV, at the expense of the company and through the care of the trade register office, for companies that have an annual figure of business of over 10 million lei. (3) For companies whose annual turnover does not exceed 10 million lei, the notice provided in par. (2) will be published, for free access, on the website of the trade register office. ((4) The data contained in the annual financial statements are transmitted in electronic form by the offices of the trade register to the Ministry of Public Finance, under the conditions established by methodological norms approved by Government decision. " 134. Article 186 will read as follows: "" Art. 186. -The approval of the annual financial statements by the general meeting does not prevent the exercise of the action in accordance with the provisions of art. 155 155. " 135. Article 187 will have the following contents. "" Art. 187. -The company in order on shares is regulated by the provisions relating to the companies on shares, except art. 153-155 153-155 ^ 1 and the provisions of this Chapter. ' 136. Article 190 will read as follows: "" Art. 190. -The associates, who are administrators, cannot take part in the deliberations of the general meetings for the election of the censors or, as the case may be, of the financial auditor, even if they possess shares of the company. " 137. In Article 194, the introductory part and letters b) and c) of paragraph 1 shall read as follows: "" Art. 194. -(1) The general meeting of the associates has the following main obligations: ................................................................ b) designate the administrators and censors or, as the case may be, the internal auditors, to revoke them and to give them discharge of activity, as well as to decide to contract the financial audit, when it is not binding, according to the law; c) to decide to follow the administrators and censors or, as the case may be, the internal auditors for the damages caused to the company, also designating the person responsible to exercise it; ". 138. After Article 196 a new article is inserted, Article 196 ^ 1, with the following contents: "" Art. 196 196 ^ 1. -(1) In the case of single-member limited liability companies, it shall exercise the powers of the general assembly of the company's associates. (2) The single associate shall immediately record, in writing, any decision adopted in accordance with par. ((1). (3) The single associate may be the employee of the limited liability company whose sole partner is, unless he has the status of sole administrator or member of the board of directors. " 139. In Article 199, paragraphs 2 and 5 shall read as follows: " (2) To companies that do not fall within the provisions of art. 160 160 para. (1), the assembly of associates may appoint one or more censors or a financial auditor, according to art. 160 160 para. ((1 ^ 1). .................................................................. (5) In the absence of censors or, as the case may be, the financial auditor, each of the associates, who is not an administrator of the company, shall exercise the right of control that the associates have in the societies in collective name. " 140. In Article 201, paragraph 1 shall read as follows: "" Art. 201. -(1) Financial statements will be drawn up according to the rules laid down for the joint stock company Following their approval by the general assembly of the associates, the administrators will submit to the trade register, within 15 days from the date of the general meeting, copies of the annual financial statements, in accordance with the provisions Accounting Law no. 82/1991 , republished, to be published in accordance with art. 185 185. " 141. Article 204 (1) and (3) to (7) shall read as follows: "" Art. 204. -(1) The constitutive act may be amended by the decision of the general assembly, adopted under the law, or by the decision of the court, under the conditions of 223 223 para. ((3) and art. 226 226 para. ((2). ................................................................. (3) Provisions art. 17 17 para. ((1) shall also apply to the change of the name or to that of the continuation of the single-member limited liability company. (4) After each modification of the articles of association, the administrators, respectively the directorate, shall submit to the commercial register, within 15 days, the modifier act and the complete text of the articles of association, updated with all amendments, which shall be registered under the judgment of the judge-delegate, except in the situations stipulated in art. 223 223 para. ((3) and in art. 226 226 para. ((2), when the registration will be carried out on the basis of the irrevocable decision of exclusion or withdrawal. (5) The trade register office shall submit ex officio the modifying act thus registered and a notification on the submission of the updated text of the articles of association to the Autonomous Regia "Monitorul Oficial", to be published in the Official Gazette of the Romania, Part IV, at the expense of the company. (6) The amending act of the articles of association of a company in the collective name or in the simple order, in authentic form, shall be submitted to the office of the trade register, in compliance with the provisions of par. (4), and shall be mentioned in this register, without being mandatory to publish it in the Official Gazette of Romania, Part IV. (7) In the updated form according to par. (4) the names or names and other data identifying the founders and the first members of the organs of the company may be omitted. " 142. In Article 208, paragraphs 3 and 4 shall read as follows: " (3) The creditors of the company, whose claims are prior to the publication of the judgment, will be entitled to obtain guarantees for claims that have not become due by the date of that publication. They have the right to object to this judgment, in accordance with art. 62. (4) The reduction of the share capital has no effect and no payments are made for the benefit of the shareholders, until the creditors have obtained the realization of their claims or adequate guarantees or until the date on which the court, considering that the company has offered creditors appropriate guarantees or that, taking into account the company's asset, the guarantees are not necessary, the creditors ' request will not be rejected, by irrevocable court decision. " 143. Article 211 will read as follows: "" Art. 211. -The decision of the general meeting for the increase of the share capital will be published in the Official Gazette of Romania, Part IV, granting for the exercise of the right of preference a term of at least one month, starting from the day of publication. " 144. Article 212 (d) of paragraph 2 shall read as follows: " d) the names and surnames of the administrators, respectively of the members of the directorate and the supervisory board, the censors or, where applicable, the financial auditor, and their domicile; '. 145. Article 213 will read as follows: "" Art. 213. -The increase of the share capital of a company through the public offering of securities and/or the granting of the possibility to shareholders to trade their preference rights on the capital market is subject to the provisions of the specific legislation capital market. " 146. Article 214 will read as follows: "" Art. 214. -In case of increase of the share capital by public offer, the administrators are jointly and severally liable for the accuracy of those shown in the issue prospectus, in the publications made by the company or in the requests addressed to the register office trade, in accordance with the provisions of the capital market legislation. " 147. In Article 215, paragraph 1 shall read as follows: "" Art. 215. -(1) If the increase of the share capital is made by contributions in kind, the general meeting that decided it shall propose to the judge-delegate the appointment of one or more experts for the evaluation of these contributions, under the conditions of art. 38 38 and 39. " 148. Article 216 will read as follows: "" Art. 216. -(1) Shares issued for the increase of the share capital will be offered for subscription, primarily to existing shareholders, in proportion to the number of shares they possess. (2) The exercise of the right of preference will only be possible within the term decided by the general assembly, if the constituent act does not provide for another term. In all situations, the period granted for the exercise of the rights of preference may not be less than one month from the date of publication of the decision in the Official Gazette of Romania, Part IV. After the expiry of this period, the shares will be offered for subscription to the public. ((3) Any increase in the share capital made in breach of this Article shall be void. " 149. After Article 216, a new article is inserted, Article 216 ^ 1, with the following contents: "" Art. 216 216 ^ 1. -Shareholders have a right of preference and when the company issues convertible bonds in shares. Art. 216 216 shall apply accordingly. '; 150. Article 217 will read as follows: "" Art. 217. -(1) The right of preference of shareholders may be limited or lifted only by the decision of the extraordinary general meeting of the shareholders. (2) The Board of Directors, respectively the directorate, shall provide the extraordinary general meeting of the shareholders with a written report stating the reasons for the limitation or erection of the right of preference. This report will also explain how to determine the share value of the shares. (3) The decision will be taken in the presence of shareholders representing three quarters of the subscribed share capital, with the majority of the shareholders ' votes present (4) The decision will be made at the trade register office by the board of directors, respectively by the directorate, for mention in the commercial register and publication in the Official Gazette of Romania, Part IV. " 151. Article 218 is repealed. 152. Article 219 will read as follows: "" Art. 219. -(1) The decision of the general meeting on the increase of the share capital shall only take effect in so far as it is brought to fruition within one year from the date of (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 issue provide for this possibility. " 153. After Article 220 a new article is inserted, Article 220 ^ 1, with the following contents: "" Art. 220 220 ^ 1. -(1) By the articles of association, the board of directors, respectively the directorate, may be authorized that, in a certain period, which may not exceed 5 years from the date of registration of the company, shall increase the subscribed share capital to a value Determined nominal (capital), by issuing new shares in exchange for the contributions. (2) Such authorization may also be granted by the general meeting of the shareholders, by a modification of the articles of association, for a certain period, which may not exceed 5 years from the date of registration of the modification. The constitutive act may increase the quorum requirements for such a modification. (3) The nominal amount of the authorized capital may not exceed half of the subscribed share capital, existing at the time of authorization. (4) By authorization granted according to par. ((1)-(3), the board of directors may be conferred upon it and the power to decide to restrict or lift the right of preference of existing shareholders. This authorization shall be granted to the board of directors, respectively to the directorate, by the general meeting, under the conditions of quorum and majority provided in art. 217 217 para. ((3). The decision of the board of directors, respectively of the directorate, regarding the restriction or erection of the right of preference shall be submitted to the trade register office, for mention in the trade register and publication in the Official Gazette of Romania, Part IV. " 154. Article 227 (2) will read as follows: " (2) In the case provided in par. ((1) lit. a), the associations must be consulted by the board of directors, respectively by the directorate, at least 3 months before the expiry of the duration of the company, with regard to its eventual extension. In absentia, at the request of any of the associates, the tribunal may order, by conclusion, the conduct of the consultation 119 119 para. ((3). ' 155. Article 228 will read as follows: "" Art. 228. -The stock company dissolves: a) in the case and under the conditions provided in art. 153 153 ^ 24; b) in the case and under the conditions provided in art. 10 10 para. ((3). ' 156. Article 233 (2) will read as follows: " (2) From the moment of dissolution, the directors, the administrators, respectively the directorate, can no longer undertake new operations. Otherwise, they are personally and severally liable for the actions taken. " 157. Article 235 introduces three new paragraphs, paragraphs 2 to 4, with the following contents: " (2) By the unanimous vote of the associates may also be decided on how the remaining assets after the payment of the creditors will be divided among the associates. In the absence of unanimous agreement on the division of goods, the liquidation procedure provided for by this law will be followed. ((3) The transmission of ownership of the remaining goods after payment of creditors takes place on the date of the company's deregistration of the (4) The Register shall issue to each associate a certificate of ownership of the distributed assets, on the basis of which the associate may proceed to the registration of immovable property in the land register. " 158. Article 236 is repealed. 159. In Article 237, paragraph 10 will read as follows: " (10) The remaining assets of the patrimony of the legal person removed from the commercial register, under the conditions of ((8) and (9), return to shareholders. " 160. Article 238 will read as follows: "" Art. 238. -(1) The merger is the operation by which: a) one or more companies are dissolved without going into liquidation and transfer the totality of their assets to another company, in exchange for the distribution of shares in the beneficiary companies and, possibly, a cash payment of a maximum of 10% of the nominal value of the shares thus assigned; or b) several companies are dissolved without going into liquidation and transfer the totality of their assets to a company they constitute, in exchange for the distribution of shares in the beneficiary companies and, possibly, a cash payment of maximum 10% of the nominal value of the shares thus distributed to the shareholders of the divided company. ((2) Diving is the operation by which: a) a company, after it is dissolved without going into liquidation, transfers to several companies the totality of its patrimony, in exchange for the distribution of shares in the beneficiary companies and, possibly, of a cash payment of not more than 10% of the nominal value of the shares thus distributed to the shareholders of the divided company b) a company, after it is dissolved without going into liquidation, transfers all its assets and liabilities to several newly-constituted companies, in exchange for the distribution of shares in the recipient companies and, possibly, a cash payment of maximum 10% of the nominal value of the shares thus distributed to the shareholders of the divided company. (3) The merger or division may also be made between companies of different forms. (4) Merger or division as defined in paragraph 1. ((1) or (2), may be effected even if the dissolved companies are in liquidation, provided that they have not yet started the distribution between the associates of the assets that would be due to the liquidation. " 161. Article 240 is repealed. 162. Article 241 will read as follows: "" Art. 241. -The administrators of the companies to participate in the merger or the division will draw up a draft merger or division, which will include: a) the form, name and registered office of all the companies involved in the merger or division; b) the foundation and conditions of the merger or division; c) the conditions of the allocation of shares in the acquiring company or the beneficiary companies; d) the date from which the shares or shares referred to in lett. c) give the holders the right to participate in the benefits and any special conditions affecting this right; e) the exchange rate of shares or shares and the amount of any cash payments; f) the amount of the merger or division premium; g) the rights conferred by the acquiring company or the beneficiary of the holders of shares that confer special rights and those who hold other securities other than the shares or the measures proposed in respect thereof; h) any special advantage granted to the experts referred to in art. 243 ^ 3 and members of the administrative or supervisory bodies of the companies involved in the merger or division; i) the date on which the financial statements of the participating companies were approved, which were used to determine the conditions of the merger or division; j) the date from which the transactions of the company absorbed or divided are considered to be from an accounting point of view as belonging to the acquiring company or to one or another of the beneficiary companies; k) in the case of division: -the exact description and distribution of the assets and liabilities to be transferred to each of the recipient companies; -the distribution to the shareholders or associations of the company divided by shares, namely social parts, to the beneficiary companies and the criterion on the basis of which the distribution is made. " 163. After Article 241, a new article is inserted, Article 241 ^ 1, with the following contents: "" Art. 241 241 ^ 1. -(1) If an asset item is not assigned to the splitting project and if the interpretation of the project does not allow a decision on its distribution, the asset in question or its consideration shall be distributed among all the beneficiary companies, in proportion to the share of the net asset allocated to the companies concerned, in accordance with the draft division. ((. If a liability item is not assigned to the draft division and if the interpretation of the project does not allow a decision on its distribution, the beneficiary companies shall be jointly liable for the liability item concerned. " 164. Article 243 will read as follows: "" Art. 243. --(1) Creditors of companies taking part in the merger or division are entitled to adequate protection of their interests. Any such creditor, whose claim is prior to the date of publication of the draft merger or division and which is not due on the date of publication, may make opposition, under the conditions of art. 62. (2) The opposition suspends the execution of the merger or division until the date on which the court decision becomes irrevocable, apart from the cases in which the debtor company proves the payment of debts or provides guarantees accepted by creditors or conclude with them an agreement to pay debts. ((3) In the case of division, if a creditor of the company to whom the obligation is transferred in accordance with the draft division did not obtain the realization of his claim, all the beneficiary companies are liable for the obligation in question, in the limit of net assets transferred to them by division, with the exception of the company to which that obligation was transferred, which shall be unrestricted. ' 165. After Article 243, three new articles are introduced, Articles 243 ^ 1 -243 ^ 3, with the following contents: "" Art. 243 243 ^ 1. -(1) In the case of a merger, holders of securities other than shares, which confer special rights, must be granted within the acquiring company rights at least equivalent to those they held in the company. absorbed, unless the amendment of the rights in question is approved by a meeting of the holders of such titles or individually by the holders of such securities or of the case in which the holders have the right to obtain redemption of their titles. (2) In the case of a division, holders of securities other than shares, which confer special rights, must be granted within the recipient companies to which they may oppose the rights arising from such securities, in compliance with the draft division, rights at least equivalent to those enjoyed in the divided society, unless the amendment of the rights in question is approved by a meeting of the holders of such securities or by them individually or where the holders have the right to obtain redemption of securities held. Art. 243 ^ 2. -(1) The administrators of the companies participating in the merger or the division must draw up a written, detailed report explaining the draft merger or division and specifying its legal and economic foundation, in particular with the look at the share exchange rate. In the case of division, the report will also include the share distribution criterion. (. The report shall also describe any particular difficulties arising in carrying out the assessment. (3) In the case of division, the management report shall also include information on the preparation of the evaluation report in accordance with art. 215, for the beneficiary companies, and the register to which it must be submitted. (4) The administrators of the divided company must inform the general meeting of the divided company, as well as the administrators of the beneficiary companies, so that they can inform, in turn, the general meetings of the companies on any substantial modification of the assets and liabilities, intervening between the date of preparation of the draft division and the date of the general meeting of the divided company to decide on the draft division. Art. 243 ^ 3. -(1) One or more experts, natural or legal persons, acting on each of the companies participating in the merger or division, but independently of them, shall be appointed by the judge-delegate to examine the draft merger or division and draw up a written report to the shareholders. (2) This report shall state whether the exchange rate of shares or shares is fair and reasonable. The report will also indicate the method or methods used to determine the proposed exchange rate, specify whether the method or methods used are appropriate for the respective case, will indicate the values obtained by applying each of these methods and will contain the opinion of experts on the share attributed to the methods in question for obtaining the value retained The report will also describe any particular difficulties in carrying out the assessment. (. At the joint request of companies participating in the merger or division, the delegated judge shall designate one or more experts acting for all the companies involved, but independent of them. (4) Each of the experts appointed in accordance with this Article shall have the right to obtain from any of the companies participating in the merger or division all relevant information and documents and to do all the investigations necessary. " 166. Article 244 will read as follows: "" Art. 244. -(1) At least one month before the date of the extraordinary general meeting to rule on the draft merger or division, the governing bodies of the companies taking part in the merger or the division shall make available. shareholders/associates, at the company's headquarters, the following documents: a) the draft terms of merger or division; b) the report prepared by the governing bodies in accordance with art. 243 243 ^ 2; c) annual financial statements and management reports for the last 3 financial years of the companies taking part in the merger or division; d) financial statements, drawn up no earlier than the first day of the third month preceding the date of the draft merger or division, if the last annual financial statements were drawn up for a financial year ended with more than months before that date; e) the report of the censors or, where applicable, the financial auditor's report f) the report prepared in accordance with art. 243 243 ^ 3; g) the record of contracts with values exceeding 10,000 lei each and being executed, as well as their distribution in case of division of the company. (2) Shareholders or associations will be able to obtain free copies of the documents listed in par. ((1) or extracted from them. " 167. Article 245 will read as follows: "" Art. 245. -(1) The administrators of the acquired company or of the company which is divided shall be civil to the shareholders or associations of that company for the irregularities committed in the preparation and implementation of the merger or division. ((2) Experts who draw up the report provided for in art. 243 ^ 3, on account of the company absorbed or divided, shall be civil to the shareholders/associations of these companies for the irregularities committed in the performance of their duties. " 168. Article 246 will read as follows: "" Art. 246. --(1) In no more than two months after the expiry of the term of opposition provided for in art. 62 62 or, where applicable, from the date on which the merger or division may be carried out in accordance with the provisions of art. 243 243 para. (2), the general meeting of each participating company will decide on the merger or division. (2) In the event of a merger by the establishment of a new company or division by the establishment of new companies, the draft merger or division and, if contained in a separate document, the articles of association or the draft act constitutive of the new/new companies will be approved by the general assembly of each of the companies that are to cease their existence. " 169. Article 249 will read as follows: "" Art. 249. -Merger/division takes effect: a) in the case of the formation of one or more new companies, from the date of registration in the commercial register of the new company or of the last of them; b) in other cases, from the date of registration of the decision of the last general meeting that approved the operation, unless, by agreement of the parties, it is stipulated that the operation will take effect on another date, which cannot be later the conclusion of the current financial year of the acquiring company or the beneficiary companies, or prior to the conclusion of the last financial year ended by the company or companies transferring their assets. 170. After Article 249, a new article is inserted, Article 249 ^ 1, with the following contents: "" Art. 249 249 ^ 1. -In the case of 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 holding all their shares or other securities conferring rights of vote in the general meeting, the following articles will not apply: art. 241 lit. c), d) and e), art. 243 ^ 2, art. 243 ^ 3, art. 244 244 para. ((1) lit. b) and f), art. 245 245 and art. 250 250 para. ((1) lit. b). " 171. Article 250 will read as follows: "" Art. 250. -(1) The merger or division has the following consequences: a) the transfer, both in the relations between the absorbed or divided company and the acquiring company/beneficiary companies, and in the relations with third parties, to the acquiring company or each of the beneficiary companies of all the assets and the liabilities of the company absorbed/divided; this transfer will be carried out in accordance with the distribution rules set out in the draft merger/division; b) the shareholders or associates of the acquired or divided company become shareholders, respectively associates of the acquiring company, respectively of the beneficiary companies, in accordance with the distribution rules established in the draft merger/division; c) the absorbed or divided society ceases to exist. ((2) No action or social part in the acquiring company may be changed for shares/shares issued by the absorbed company and which are held: a) by the acquiring company, directly or through a person acting in his own name, but on behalf of the company; or b) by the absorbed company, directly or through a person acting in his own name, but on behalf of the company. ((3) No action or social part in one of the recipient companies may be changed for shares in the divided, held company: a) by the beneficiary company concerned, directly or through a person acting on his own behalf, but on behalf of the company; or b) by the divided society, directly or through a person acting in his own name, but at the expense of the company. " 172. After Article 250, a new article is inserted, Article 250 ^ 1, with the following contents: "" Art. 250 250 ^ 1. -The provisions of this chapter relating to division, except art. 250 250 para. ((1) lit. c), also applies when a part of the patrimony of a company comes off and is transferred as a whole to one or more existing companies or to companies that are thus constituted, in exchange for the allocation of shares or shares of Beneficiary companies to: a) the shareholders or associates of the company transferring the assets (detachment in the interest of shareholders or associates); or b) the company transferring the assets (detachment in the interest of the company). 173. Article 251 will read as follows: "" Art. 251. -(1) The nulity of a merger or division may be declared only by judicial decision. (2) From the date of its realization, according to art. 249, the merger, namely the division, can be declared void only if it has not been subject to judicial control in accordance with the provisions of art. 37 or if the judgment of one of the general meetings that voted for the draft of the merger or division is void or cancellable. (. The cancellation procedures may not be initiated after the expiry of a period of 6 months from the date on which the merger or division has become effective, pursuant to art. 249 249, or if the situation has been rectified. (. If the irregularity which may lead to the declaration of invalidity of a merger or division may be remedied, the competent court shall grant the undertakings concerned a time limit for its rectification. (5) The final decision declaring the invalidity of a merger or division shall be filed ex officio by the court of the offices of the trade register at the premises of the companies involved in the respective merger or division. (6) The final judgment declaring the nullity of a merger or division is without prejudice to the very validity of obligations arising under the burden or for the benefit of the acquiring company or to the recipient companies engaged after the merger or the division has become effective, pursuant to art. 249 249, and before the declaration of declaration of invalidity is published. (7) In case of declaration of invalidity of a merger, the companies participating in the respective merger shall be jointly liable for the obligations of the acquiring company, committed during the period referred to in paragraph ((6). (8) In case of declaration of invalidity of a division, each of the beneficiary companies shall be liable for their own obligations, committed during the period provided in par. ((6). The divided company shall also be liable for those obligations, within the limit of the share of net assets transferred to the recipient company to which those obligations have been incurred. ' 174. After Article 251, a new article is inserted, Article 251 ^ 1, with the following contents: "" Art. 251 251 ^ 1. -For companies organized according to the dualist system, the obligations of the administrators provided in art. 241 and 243 ^ 2, respectively in art. 245 245, return to the directorate and its members respectively. " 175. In Article 252, points a) and b) of paragraph 1 shall read as follows: " a) until the office has taken office by the liquidators, the administrators and directors, respectively the members of the directorate, continue to exercise their duties, except those provided in art. 233 233; b) the act of appointment of the liquidators, mentioning the powers conferred on them or the sentence that holds its place, as well as any subsequent act that would bring changes with regard to their person or to the powers conferred must be filed, by care liquidators, at the trade register office, to be registered immediately and published in the Official Gazette of Romania, Part IV. " 176. After Article 252, a new article is inserted, Article 252 ^ 1, with the following contents: "" Art. 252 252 ^ 1. -(1) If an associate responds indefinitely to the obligations of the company during its operation, its liability for these obligations will be unlimited and in the phase of liquidation of the company. (2) If, during the operation of the company, an associate responds for its obligations within the limits of the contribution to the share capital, its liability will be limited to this contribution and in the event of the liquidation of the company. (3) The associate who, in the fraud of creditors, abuses the limited nature of his liability and the distinct legal personality of the company is unlimited for its unpaid obligations. (4) The liability of the associate becomes unlimited under the conditions of par. ((3), in particular where it has the goods of the company as if it were its own goods or if it diminishes the company's asset for the personal benefit or third parties, knowing or having to know that in this way the company will no longer be able to execute its obligations. " 177. In Article 253, paragraphs 2 to 5 shall read as follows: " (2) The liquidators have the same responsibility as the administrators, respectively the members of the directorate. ((3) The liquidators are obliged, immediately after assuming office, that together with the directors and administrators, respectively the members of the directorate of the company, to make an inventory and to conclude a balance sheet, which ascertain the exact situation of the asset and the company's passive, and sign them. ((4) The liquidators are obliged to receive and preserve the patrimony of the company, the registers entrusted to them by the administrators, respectively the members of the directorate, and the acts of the company. They will also keep a register of all liquidation operations in the order of their date. ((. Liquidators shall fulfil their mandate under the control of censors. In the case of joint stock companies according to the dualist system, the liquidators shall fulfil their mandate under the supervision of the supervisory board 178. Article 255 (2) will read as follows: "" (2) In the absence of special provisions in the articles of association or in their act of appointment, the liquidators may not constitute mortgages on the assets of the company, if they are not authorized by the court. " 179. In Article 263, after paragraph 1, two new paragraphs are inserted, paragraphs 1 ^ 1 and 1 ^ 2, with the following contents: " (1 ^ 1) The financial situation signed by the liquidators shall be submitted to be registered and published on the website of the trade register office. ((1 ^ 2) 185 185 para. ((3) shall apply accordingly. '; 180. Article 264 (3) will read as follows: " (3) If the majority has not been obtained, the appointment shall be made by the tribunal, at the request of any of the administrators, respectively of the members of the directorate, or of the associates, with the citation of the company and those who asked for it. Only appeal may be declared against the judgment of the tribunal within 15 days of the ruling. ' 181. In Article 265, paragraph 1 shall read as follows: "" Art. 265. -(1) The administrators, respectively the members of the directorate, will present to the liquidators a report on the management, for the past time from the last approved financial situation until the start of liquidation. " 182. In Article 266, paragraph 1 shall read as follows: "" Art. 266. -(1) If one or more administrators, respectively members of the directorate, are appointed liquidators, the management of the directors, respectively of the directorate, shall be submitted to the trade register office and shall be publish in the Official Gazette of Romania, Part IV, together with the final liquidation balance. " 183. After Article 270, two new articles are inserted, Articles 270 ^ 1 and 270 ^ 2, with the following contents: "" Art. 270 270 ^ 1. -If the company in liquidation is in a state of insolvency, the liquidator is obliged to ask for the insolvency proceedings to be opened. Under the conditions of insolvency law, creditors will be able to demand the opening of insolvency proceedings to the company under liquidation. Art. 270 ^ 2. -Finding the fulfilment of the conditions laid down by the insolvency law, the syndic judge will order the opening of the simplified insolvency procedure. " 184. Title VIII will read as follows: "" TITLE VIII Contraventions and Offences " 185. After the name of Title VIII, a new article is inserted, Article 270 ^ 3, with the following contents: "" Art. 270 270 ^ 3. -(1) Violation of provisions of art. 74 constitutes contravention and is sanctioned with a fine of 2,500 lei to 5,000 lei. (2) Violation of art. 73 ^ 1 constitutes contravention and is sanctioned with a fine of 5,000 lei to 10,000 lei. (3) The finding of contraventions and the application of sanctions provided in par. (1) and (2) shall be carried out by the control bodies of the Ministry of Public Finance-the National Agency for Fiscal Administration and its territorial units. " 186. Article 272 will read as follows: "" Art. 272. -It is punishable by imprisonment from 1 to 3 years the founder, administrator, director or legal representative of the company, who: 1. acquires, in the account of the company, shares of other companies at a price that it knows clearly superior to their actual value or sells, on account of the company, shares that it owns, at prices that it is aware of lower their actual value, for the purpose of obtaining, for himself or for other persons, a use in the damage of society; 2. uses, in bad faith, goods or the credit enjoyed by the company, for a purpose contrary to its interests or for its own benefit or to favor another company in which it has direct or indirect interests; 3. it borrows, in any form, directly or through an interposed person, from the company it manages, from a company controlled by this or from a company that controls the company it manages, the amount borrowed. being superior to the limit provided in art. 144 ^ 4 para. ((3) lit. a), or makes one of these companies grant him any guarantee for his own debts; 4. infringes art. 183 183. " 187. After Article 272, a new article is inserted, Article 272 ^ 1, with the following contents: "" Art. 272 272 ^ 1. -It is punishable by imprisonment from 2 to 8 years the founder, administrator, director or legal representative of the company, who: 1. spreads false news or uses other fraudulent means that have the effect of increasing or decreasing the value of the shares or bonds of the company or other securities belonging to him, for the purpose of obtaining, for himself or for other persons, a use in the damage of society; 2. collect or pay dividends, in any form, from fictitious profits or that could not be distributed, in the absence of financial situation or contrary to those resulting from it. " 188. After Article 280, three new articles are introduced, Articles 280 ^ 1-280 ^ 3, with the following contents: "" Art. 280 280 ^ 1. -Fictitious transmission of social parts or shares held in a commercial company, for the purpose of evading criminal prosecution or for the purpose of making it difficult, constitutes a crime and is punishable by imprisonment from 2 to 8 years. Art. 280 ^ 2. -The determination of the registration of a company under a false constituent act constitutes a criminal offence and is punishable by imprisonment from 2 to 8 years. Art. 280 ^ 3. -The use, with science, of the acts of a company radiated as a result of the failure to fulfill the obligations provided by law or the acts of a company created in the manner provided 280 ^ 2, for the purpose of producing legal effects, constitutes a crime and is punishable by imprisonment from 2 to 8 years. " 189. After Article 282 a new article is inserted, Article 282 ^ 1, with the following contents: "" Art. 282 282 ^ 1. -For the offences provided for in this Title, the criminal proceedings shall be exercised ex officio + Article II Law no. 26/1990 on the trade register, republished in the Official Gazette of Romania, Part I, no. 49 of 4 February 1998, as amended and supplemented, shall be amended and supplemented as follows: 1. In Article 1, after paragraph (1), four new paragraphs are inserted, paragraphs 1 ^ 1 to 1 ^ 4, with the following contents: "" (1 ^ 1) Documents submitted in support of the applications for registration provided in par. (1) shall be drawn up in Romanian. (1 ^ 2) Traders may also request the advertising of the acts provided in par. ((1), in translation certified in one of the official languages of the Member States of the European Union. (1 ^ 3) The National Trade Register Office provides access to the copies provided in par. (1 ^ 2), under the same conditions as in Romanian acts. (1 ^ 4) In case of inconsistency between the act in Romanian and the certified translation for which advertising was ensured, the company cannot oppose the translated text to third parties; they may, however, oppose the certified translation company, unless which the company proves that they knew the original version, published according to the law. " 2. In Article 3, two new paragraphs are inserted, paragraphs 2 and 3, with the following contents: " (2) The application for registration/registration of mentions and documents attached to it in electronic form, having incorporated, attached or logically associated extended electronic signature, can be sent by electronic mail. (3) If the registration/registration application is submitted according to the provisions of par. ((2), the conclusion of the delegated judge shall be communicated by electronic means, the date of communication being considered the date on which it becomes available to the recipient, as well as on paper. " 3. In Article 4, paragraph 2 shall read as follows: " (2) The trade register office is obliged to release, at the expense of the person who made the request, certified copies of the records made in the register and from the documents presented, as well as information about the data recorded in the trade register and certifiable certificates that a certain act or fact is or is not recorded. ' 4. In Article 4, after paragraph 3, two new paragraphs are inserted, paragraphs 4 and 5, with the following contents: " (4) On request, the documents provided in par. (1) shall be issued in electronic form, with online transmission, having incorporated, attached or logically associated extended electronic signature. ((5) The rates charged for the release of children and/or information, regardless of the method of supply, shall not exceed the administrative costs involved in their release. " 5. In Article 10, paragraph 3 shall read as follows: " (3) The financing of current and capital expenditures related to the activity of the National Trade Register Office and the offices of the trade register of the courts shall be made from the fees and tariffs charged, according to art. 11 11. " 6. In Article 11, paragraph 2 shall read as follows: "(2) The fees and charges charged shall be paid at the cashier of the trade register office or by transfer to the account of the National Trade Register Office, opened with the State Treasury." 7. In Article 22, paragraph 3 shall read as follows: " (3) Mentions shall be registered ex officio, within 15 days from the date of receipt of the certified copy of the irrevocable decision on the facts and acts provided for in art. 21 lit. e), f) and g), unless the law has otherwise. " 8. Article 23 shall read as follows: "" Art. 23. -(1) The trader who opens branches must request their registration at the trade register office at the headquarters of each branch. (2) The application shall include: a) the name of the branch, which will contain the name/name and legal form of the trader, the locality where its registered office is located, followed by the word "branch" and the locality where its registered office is located; b) branch office; c) the activity of the branch; d) the name and surname, place and date of birth, personal numerical code, domicile and citizenship of the representative of the trader, natural person, respectively the name, registered office and nationality of the representative of the trader, legal person, who it is directly occupied by the activity of the branch, stating whether the powers conferred on them are to be exercised together or separately; e) information on the commercial register in which the trader is registered and the registration number. (. The following shall be attached to the application for registration: a) proof of the branch office; b) self-declarations of persons empowered to represent the branch, showing that they meet the legal conditions for holding this quality; c) the signature specimens of the persons empowered to represent the branch. (. The Office of the Trade Register at the premises of the branch shall transmit to the Office of the Trade Register at the principal place of the trader an extract from the registration made, in order to be mentioned in the register of that trade. (5) The advertising formalities provided for in this Article are carried out by the representative of the trader, provided in par. ((2) lit. d). " 9. Article 24 shall read as follows: "" Art. 24. -(1) The trader with the main office of foreign trade who opens branches in Romania must request their registration at the trade register office at the headquarters of each branch. (. The application shall include the following: a) the name/name of the trader abroad and the legal form, as well as the name of the branch, if different from that of the trader; b) the register in which the trader from abroad is registered and the registration number; c) registered office; d) the activity of the branch; e) the name and quality of the representatives of the trader abroad and those who are directly engaged in the activity of the branch, stating whether the powers conferred on them are to be exercised together or separately; f) in the case of branches of companies from states that are not members of the European Economic Area, the law applicable to the trader will also be mentioned. (3) The commercial register of the branch office shall be submitted: a) the articles of association and the status of the trader abroad, if contained in separate documents, together with all the amendments of these documents or the updated articles of association, in certified translation; b) in the case of branches of traders from states not members of the European Union or of the European Economic Area, documents proving the registered office of the trader abroad, its object of activity and, at least annually, the amount of the subscribed capital, if this information is not included in the documents provided in lett. a); c) a certificate, in certified translation, from the register in which the trader from abroad is registered, attesting the existence of the company; d) annually, the financial situation of the trader abroad, approved, verified and published according to the legislation of the state in which the trader has his/her domicile/registered office, which will be subject to the same advertising formalities provided for the financial statements of Romanian companies; e) if the trader abroad who opens a branch in Romania has its registered office in a Member State of the European Union, the accounting documents of the trader abroad, as they are drawn up, audited and published in accordance with the law of the Member State governing the trader abroad; f) if the trader abroad who opens a branch in Romania is not governed by the law of a Member State of the European Union or of the European Economic Area, the accounting documents of the foreign economic agent, so as they are drawn up, audited and published in accordance with the Romanian law, unless the law governing the trader abroad provides for accounting rules equivalent to those in force in the European Union; g) proof of branch office. (. Where applicable, particulars relating to: a) the opening of a judicial or extrajudicial insolvency proceedings on the trader abroad; b) dissolution of the company from abroad, name and powers of liquidators, completion of liquidation; c) closure of the branch. (5) If a trader with registered office abroad establishes several branches in the country, the documents provided in par. ((3)-(4) shall be deposited only at one of the branches, at the choice of the trader, in the register of trade in which the other branches are registered, stating which is the register by which the advertising formalities are ensured. (6) The advertising forms provided for in this Article are carried out by the representative of the branch, provided in par. ((2) lit. e). " 10. After Article 26, a new article is inserted, Article 26 ^ 1, with the following contents: "" Art. 26 26 ^ 1. -(1) The National Trade Register Office has active procedural legitimation and can intervene in any process regarding records in the trade register, the interest being presumed and consisting in compliance with the general requirements of the activity commercial. ((2) Applications introduced by the National Trade Register Office, under this law, shall not be subject to stamp duty nor to judicial stamp. " 11. In Article 51, three new paragraphs are inserted, paragraphs 2 to 4, with the following contents: " (2) The records in the commercial register shall be carried out electronically, both at the level of the trade register offices of the courts and at the level of the computerized central register. ((3) The applications and documents submitted in their support, received in paper or electronic form, shall be archived by the National Trade Register Office in electronic form. (4) By way of derogation from the provisions of paragraph ((3), the applications submitted before the date of entry into force of this Law shall be archived electronically, at the request of the registered trader or the applicant for certified copies. " + Article III ((1) Entities which have a branch status but are called subsidiaries, established before the entry into force of the Government Emergency Ordinance no. 32/1997 to amend and supplement Law no. 31/1990 on companies, will proceed to specify their legal status and to carry out legal formalities for advertising corresponding to this status, within 3 months from the entry into force of this law. (2) In case of a violation of the provisions of para. ((1), art. 44 44 and 46 of Law no. 26/1990 on the trade register, republished, with subsequent amendments and completions, shall become applicable. ((3) As of 1 January 2007, the annual financial statements and the documents annexed thereto, provided for in art. 185 185 para. ((1) of Law no. 31/1990 on companies, republished, with subsequent amendments and completions, modified according to this law, will be submitted only to the trade register office. (4) This law shall enter into force on 1 December 2006, except for the provisions of art. II section 4 4 and 11, which will enter into force on 1 January 2007. (5) Within 9 months from the date of entry into force of this Law, the joint-stock companies shall carry out the necessary formalities to fulfill the obligations provided for in art. 137 137 para. ((2), art. 138 ^ 1, art. 140 ^ 1 para. ((3) and art. 143 143 para. ((4) of Law no. 31/1990 , republished, with subsequent amendments and completions. ((6) Law no. 31/1990 on companies, republished in the Official Gazette of Romania, Part I, no. 1.066 of 17 November 2004, with subsequent amendments and completions, as well as with the amendments and additions made by this Law, and Law no. 26/1990 on the trade register, republished in the Official Gazette of Romania, Part I, no. 49 of February 4, 1998, with subsequent amendments and completions, as well as with the amendments and completions brought by this law, will be republished within 30 days from the entry into force of this law, giving the texts a new numbering. This law was adopted by the Romanian Parliament, in compliance with the provisions of art. 75 75 and art. 76 76 para. (1) of the Romanian Constitution, republished. CHAMBER OF DEPUTIES PRESIDENT BOGDAN OLTEANU SENATE PRESIDENT NICOLAE VACAROIU Bucharest, November 27, 2006. No. 441. -------