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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LAW no.
441 27 November 2006 amending and supplementing Law no. 31/1990, republished, and Law no. 26/1990, republished
Issued



PARLIAMENT Published


Official Gazette no. 955 of 28 November 2006

Romanian Parliament adopts this law.

Article I


Law. 31/1990, republished in the Official Gazette of Romania, Part I, no. 1066 of 17 November 2004, as amended and supplemented, amended and supplemented as follows:
1. Article 6 (2) reads as follows:
"(2) The persons who can not, by law, are incapacitated or who have been convicted for fraudulent management, breach of trust, forgery , fraud, embezzlement, perjury, giving or taking bribes, and the offenses referred to in art. 143-145 of Law no. 85/2006 on insolvency proceedings or those of this law. "
2. In Article 7, letters a), b), d) and e) shall read as follows:
"a) the identification of associates, from limited partnerships and general partners will show;
|| | b) type, name and registered office;


.

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


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


March. In Article 7, after e) introduces a new letter, e ^ 1), as follows:
"e ^ 1) in the case of limited liability companies, if they were appointed auditors or the auditor, their data identification; ".
4. In Article 8, paragraphs a), b), d) -i), m), n) and o) shall read as follows:
"a) identification of the founders, the company limited by shares will be and general partners mentioned;

b) type, name and registered office;




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


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


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


g) identification of the first members of the board of directors respectively of the first members of the supervisory board;


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


i) clauses management, administration, functioning and control of the company by the statutory bodies, the number of board members or how to determine this number;


.

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


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


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


5. In Article 8, after letter f) the following two new letters, letters f ^ 1) and f ^ 2), as follows:
"f ^ 1) if there are several classes of shares, number, nominal value and rights of each class of shares;
F ^ 2) any restriction on transfer of shares; ".
6. In Article 8, after point g), introduce a new letter, g ^ 1) as follows:
"g ^ 1) the powers of directors and, if applicable, directors, and if they are going to perform together or separately".
7. In Article 8, after paragraph i) introduce a new letter, i ^ 1), as follows:
"i ^ 1) representation powers conferred on the directors and, if applicable, directors, members of the directorate, and if they are going to perform together or separately".
August. after Article 8 introduces a new article, Article 8 ^ 1, as follows:
"Art. 8 ^ 1. - The identification provided for in art. 7 letter a), e) and e ^ 1) and Art. 8 letters a), g) and h) include:


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


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


9. Article 9 reads as follows :
"Art. 9. - (1) The stock is constituted by full and simultaneous subscription of capital by the signatories of association or by public subscription.

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


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


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


10. After insert a new Article 9, Article 9 ^ 1, as follows:
"Art. 9 ^ 1. - The general partnership, limited partnerships and limited liability companies are required to pay in full the date of incorporation share capital. "
11. Article 10 reads as follows:
" Art. 10. - (1) The share capital of the joint stock company or limited partnership by shares can not be less than 90,000 lei. Government may change at most every two years, the minimum share capital, taking into account exchange rate, so this amount represents the equivalent in RON of EUR 25,000.

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


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


12. In Article 11, paragraph (1) shall have follows:
"Art. 11. - (1) The share capital of a limited liability company may not be lower than 200 lei, divided into equal shares, which may not be less than 10 lei. "
13. Article 16 (2), (3) and (4) shall read as follows:
"(2) Contributions in kind must be economically assessable. They are admitted to all forms of society and are paid by transferring the relevant rights and the actual handing over the company's assets in usable condition.

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


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


14. Article 17 (2) reads as follows: || | "(2) at the same offices will operate several companies, is met at least one of the following conditions:

A) property, its structure allows operation of several companies in different rooms;


B) at least one person is under the law, each of the companies associated;


C) if at least one of the partners is the owner of the property to be incorporated. "


15. Article 18 (1) reads as follows:

"Art. 18. - (1) When the stock company is constituted by public subscription, the founders shall prepare a prospectus that will contain the data referred to in art. 8 except those for administrators and directors, respectively members of the Executive Board and the supervisory Board and the auditors or, where appropriate, financial auditor, and the subscription closing date will be set. "
16. Article 26 reads as follows:
"Art. 26. - (1) If there are contributions in kind, benefits granted to any person who participated in the formation of the company or in transactions leading to the grant of approval of transactions concluded on behalf of the company founders which is established and that it will take on its founders will ask the judge delegated the appointment of one or more experts. the provisions of art. 38 and 39 shall apply accordingly.

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


17. Article 27 (1) is hereby repealed.
18. Article 28 reads as follows:
"Art. 28 - The Constituent Assembly shall:

a) verifies the existence of provisioning;


b) examines and validates the experts' report evaluation of contributions in kind;


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


d) discuss and approve the articles of association of the company, members present which, for this purpose, and those absent, and appoint those who will be present for the authentication and formalities required for the formation of the company,


e) appoint the first members of the Board of administration or of the supervisory board, and the first auditors or, where appropriate, the first financial auditor. "


19. Article 29 (1) reads as follows:
"Art. 29. - (1) Payments made under Art. 21, for the formation of the company by public subscription, will be taught by those charged with their collection of Incorporation and the absence of a provision to persons nominated by the Board or the Executive Board after the certificate with the trade register, the resulting registration of the company. "
20. Article 30 (2) reads as follows:
"(2) The founders are obliged to hand over the board or directorate, documents and correspondence relating to the formation of the company within 5 days."
21. In Article 31, paragraphs (1) and (3) shall read as follows:
"Art. 31. - (1) The founders and early members of the board or directorate and the Supervisory Board are jointly liable from the time the company is incorporated, to the company and third parties for:
- subscription of the share capital and making the payments established by law or the articles of association;
- the existence of contributions in kind;
- veracity of the publications made setting up the firm.


(3) the general Assembly can not provide download founders and first members of the board or directorate and the supervisory Board for their responsibilities under this Article and art. 49 and 53, for 5 years. "


22. Article 35 is repealed.
23. Article 36 (1) reads as follows:
"Art. 36. - (1) Within 15 days of the conclusion of association, the founders of the first administrators or, where appropriate, early members Executive Board and the supervisory Board or an agent thereof shall require registration of the company in the trade register in whose jurisdiction will have its head office. They jointly and severally liable for any damage which causes the failure to do so. "
24. In Article 36, paragraphs d) and f) of paragraph (2) shall read as follows:
"d) for contributions in kind subscribed and paid-up formation, ownership documents, and if one of them appearing and property, certifying the obligations they are subject;
.

f) affidavit of the founders of the first administrators that the first members of the Executive Board and the supervisory Board, and if If, auditors, that satisfy the requirements of this law. "


25. In Article 36, after paragraph f) of paragraph (2) insert a new paragraph, letter g), as follows:
"g) other acts or opinions provided by special laws in order to build."
26. Article 36 (3) is repealed.
27. Article 38 reads as follows:

"Art. 38. - (1) On joint stock companies, if any contributions in kind, advantages reserved for anyone who has participated in the formation of the company or in transactions leading to the authorization, transactions concluded by the company founders realize that constituted and that it will take upon himself the judge delegate shall, within 5 days after filing the application, one or more experts from the list of experts authorized. they will prepare a report describing the mode of assessment of each good contribution and will highlight if the value corresponds to the number and value of shares granted in exchange, and other factors indicated by the judge-delegate.

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


28. Article 39 reads as follows:
"Art. 39. - There may be appointed expert:

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


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


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


29. Article 43 reads as follows:
"Art. 43. - (1) Branches are unincorporated dismemberments of companies and recorded before beginning their work in the trade register in the county in which they operate. || |
(2) If the branch opened in a village in the same district or in the same locality with the company, it will be recorded in the registry of commerce, but distinct as separate record.

|| | (3) the other secondary offices - agencies, working or other similar establishments - are dismemberments without legal personality of companies and is mentioned only in company registration in the trade register at the main office.

|| | (4) There may establish branch offices as the secondary. "


30. After Article 44 insert a new Article 44 ^ 1, as follows:
"Art. 44 ^ 1. - (1) The acquisition by the company over a period of 2 years from the constitution or from approval to commence business, a farewell to a founder or shareholder, for a fee or other equivalent value representing at least one-tenth of the subscribed share capital, will be subject to prior approval of the general meeting of shareholders and to art . 38 and 39, will be referred to the trade register and will be published in the Official Gazette of Romania, Part IV, and in a newspaper with wide distribution.

(2) will not be subject to these provisions acquisition operations carried out under the current activity of the company, those made from the disposal of an administrative authority or a court of law nor those made in the operations of the stock exchange. "


31. Article 52 reads as follows:
"Art. 52. - In the event of the texts deposited in the Trade Register and published in the Official Gazette of Romania, Part IV, or in the press, the company can not oppose text published third parties. Third parties may oppose the text published company, unless the company proves that they knew the text submitted to the trade registry office. "
32. In Article 53 insert a new paragraph (2), as follows:
"(2) If the company, due to its object, may not commence business without being authorized to do so, provisions of para. (1) shall not apply to liabilities under contracts concluded by the company, subject to receipt of this authorization. in this case, the responsibility remains with the company. "
33. Article 54 reads as follows:
"Art. 54. - (1) After the formalities of publicity in relation to persons who, as organs of society, are authorized to represent the company may not oppose third parties any irregularity in appointment thereof, unless the company proves that such third parties were aware of this irregularity.

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



34. Article 55 (1) reads as follows:
"Art. 55. - (1) In relations with third parties, the company is engaged in the acts of its organs, even if such acts exceed the activity of the company, unless it proves that the third parties who knew or, in the circumstances, had to go over or know when such acts exceed the powers concluded the law provides for organs. Publication of association can not, by itself, prove knowledge. "
35. In Article 56, paragraph f) to read as follows:
'f) the memorandum does not provide the company name, its scope, the contributions of members and share capital subscribed ".
36. Article 67 (2) and (5) shall read as follows:
"(2) The dividends are distributed to shareholders in proportion to its participation in share capital, unless the articles of association provide otherwise. They pay the deadline set by the general meeting of shareholders or, where applicable, established by special laws, but not later than 6 months from the date of approval of annual financial statements for the financial year ended. otherwise, the company will pay damages for the period delay at the statutory rate, if the articles of association or by the decision of general meeting of shareholders approved the financial statement for the financial year ended not established a higher interest rate.
.

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


37. After Article 73 insert a new Article 73 ^ 1, as follows:
"Art. 73 ^ 1. - The administrator, manager, director, financial auditor or auditor debtor company guilty of any criminal acts provided for this law or the law no. 85/2006 on insolvency proceedings is deprived of its right to hold or acquire such a quality or function, any legal entity with patrimonial purpose, for a period of 5 years from the date of the irrevocable a conviction. "
38. Article 74 reads as follows:
"Art. 74. - (1) All invoices, offers, orders, tariffs, prospectuses and other documents used in business, emanating from a company, must indicate the name, form legal, registered office, trade register number and unique registration code. exempted tax receipts issued by electronic cash machines, which will include elements required by the legislation.

(2) If the company opts stock for a two-tier system, in accordance with art. 153 documents in para. (1) shall contain the words "administered under a two-tier system."


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


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


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


39. In Article 86 insert a new paragraph (2), as follows: || | "(2) the formalities of publicity about the annual financial statements will be made in accordance with art. 185. "
40. Article 91 (3) is repealed.
41. In Article 93, paragraphs (1) and (4) shall read as follows:
" Art. 93. - (1) The nominal value of a share shall not be less than 0.1 lei.


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


42. in Article 95, paragraph b) of paragraph (1) shall read as follows:
"b) the rights recognized shareholders with ordinary shares, including the right to attend the general meeting, except the right to vote."
43 . in Article 95, paragraphs (3) and (4) shall read as follows:
"(3) managers, directors or members of the Executive Board and the supervisory Board and the company's auditors can not be holders of shares with dividend non-voting priority.


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


44. in Article 95, after paragraph (4) shall be inserted new paragraph (5), as follows:
"(5) preference shares and ordinary shares can be converted from one category to another by decision of the extraordinary general meeting of shareholders, taken under art. 115. "
45. Article 98 (2) reads as follows:
" (2) The ownership of the shares issued in dematerialized form and traded on a regulated market or a multilateral framework trading is given under capital market law. "
46. After Article 99 insert a new Article 99 ^ 1, as follows:
" Art. 99 ^ 1. - (1) Establishment of pledge on shares is made by deed under private signature, which will show the amount of the debt, the amount and category of actions that must, in the case of bearer shares and nominative issued in material form, and by mentioning the title of the guarantee signed by the creditor and the debtor shareholder or their representatives.

(2) The guarantee shall be recorded in the shareholders' register kept by the Management Board or the directorate or, where applicable, the independent company that maintains the register of shareholders. Creditor which has been formed for the pledge of shares shall be issued a proof of registration.


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


47. Article 100 (2 ) reads as follows:
"(2) where any injunction from shareholders will not make payments, board or directorate, may decide either to tracking shareholders for outstanding payments, or to cancel these registered shares . "
48. Article 103 reads as follows:
" Art. 103. - (1) The Company may not subscribe its own shares.

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


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


49. After Article 103 introduces a new Article 103 ^ 1, as follows:
" Art. 103 ^ 1. - (1) A company is allowed to own shares either directly or through a person acting in his own name but on behalf of the company concerned with the following conditions:

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


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


C) the transaction may relate only fully paid shares;


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


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


50. Article 104 shall have the following content:
"Art. 104. - (1) The restrictions laid down in art. 103 ^ 1 shall not apply:

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



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


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


D) fully paid shares acquired free of charge.


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


51. After Article 104 introduces a new Article 104 ^ 1, as follows:
" Art. 104 ^ 1. - (1) The shares acquired in breach of Art. 103 ^ 1 and 104 must be disposed of within one year of the acquisition.

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


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


52. Article 105 reads as follows:
" Art . 105. - (1) The shares acquired pursuant to art. 103 ^ 1 and 104 do not entitle to dividends during their detention by the company.

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


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


53. After Article 105 is a new article, Article 105 ^ 1, as follows:
"Art. 105 ^ 1. - Board of Directors will include in the report accompanying the annual financial statements the following information on the acquisition or transfer of a company's own shares:

A) the reasons acquisition made during the financial year;


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


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


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


54. Article 106 reads as follows: | || "Art. 106. - (1) A company may not pay advances or loans or provide security for subscription or acquisition of its shares by a third party.

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


55. Article 107 reads as follows:
" Art. 107. - (1) The establishment of guarantees for the shares by the company, either directly or through a person acting in his own name but on its behalf is deemed to be acquiring the meaning of art. 103 ^ 1, 104, 104 ^ 1, 105, 105 and 106. ^ 1

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


56. After Article 107 introduces a new Article 107 ^ 1, as follows: || | "Art. 107 ^ 1. - (1) The subscription, acquisition or holding of shares in a joint stock company by another company in which the company holds a direct or indirect majority of voting rights or whose decisions may be influenced significantly by the stock company it is considered to be performed by the joint stock company itself.

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


57. Article 111 (1 ) reads as follows:
"Art. 111. - (1) Ordinary General Assembly meets at least once a year, within 5 months of the financial year. "

58. In Article 111, paragraphs a) -d) of paragraph (2) shall read as follows:
"a) to discuss, approve or modify the annual financial statements, based on reports submitted by the Management Board or the directorate and the supervisory board of auditors or, where appropriate, financial auditor and fix the dividend;

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

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


d) to decide on the management board or the Executive Board; ".


59. In Article 111 after point b) of paragraph (2) insert a new paragraph, letter b ^ 1) as follows:
"b ^ 1) in the case of companies whose financial statements are audited, appoint and to set the minimum length of the audit contract and to revoke the financial auditor. "
60. Article 112 reads as follows:
"Art. 112 - (1) For the validity of the deliberations of the ordinary general meeting of shareholders must be present to hold at least one quarter of the total voting rights. Decisions are taken Ordinary General Meeting majority of votes cast. the articles of association may provide higher requirements of quorum and majority.

(2) the ordinary general meeting can not work because of failure conditions in para. (1) assembly that will meet a second meeting may deliberate on the items on the agenda of the first meeting, whatever the quorum, taking decisions by majority vote. for the general assembly meeting in the second summons, articles of association may provide for a quorum minimum or increased majority. "


61. In Article 113, after paragraph i) introduce a new letter, i ^ 1) as follows:
"i ^ 1) conversion of registered shares into bearer shares or bearer shares into registered shares;".
62. Article 114 reads as follows:
"Art. 114. - (1) exercise the powers referred to in Art. 113 b), c), d) and f) may be delegated board or directorate, the articles of association or by the decision of the extraordinary general meeting of shareholders. delegation of authority provided in art. 113 c) shall not relate to the core business and society.

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


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

| || 63. Article 115 reads as follows:
"Art. 115. - (1) For the validity of the deliberations of the extraordinary general meeting is required at the first convocation presence of shareholders holding at least one fourth of the total number of voting rights and the following convocations, the presence of shareholders representing at least one fifth of the total number of rights vote.

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


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


64. Article 117 reads as follows:
" Art. 117. - (1) The General Assembly is convened by the Management Board or the directorate whenever necessary.

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



(3) The summons shall be published in the Official Gazette of Romania, Part IV, and in one of the newspapers prevalent in the town in which the company's headquarters or the nearest village. The convocation will be submitted to the Regie Autonome "Official Gazette" for publication within 5 days from the date of adoption by the Board of Directors of the decision of the general assembly meeting.


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


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


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


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


65. After Article 117, insert two new articles 117 ^ 1 and 117 ^ 2, as follows:
"Art. 117 ^ 1. - (1) The right to request the introduction of new items on the agenda of one or more shareholders, representing individually or jointly at least 5% of share capital.

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


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


Art. 117 ^ 2. - (1) The annual financial statements, annual report of the Board, namely the report of directors and the supervisory board and the proposal regarding the distribution of dividends are made available to shareholders at the company as of the date of convening the general meeting. Upon request, shareholders will be issued copies of these documents. Amounts charged for the children can not exceed the administrative costs of providing them.

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


(3) Each shareholder may address the board or directorate, written questions concerning the company's activity, shortly before the general meeting, will be answered at the meeting. If the company has a website of its own, unless otherwise provided in the articles of association, the answer shall be deemed given if the requested information is published on the company website under the section 'FAQ'. "
|| |
66. Article 119 reads as follows:
"Art. 119. - (1) The Board or directorship, immediately call a general meeting at the request of shareholders representing, individually or together, at least 5% of share capital or a smaller share if the articles of association so provide and if request contains provisions that fall within the functions of the congregation.

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



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


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


67. In Article 123, paragraphs (1) and (2) shall read as follows:
" Art. 123. - (1) At general meetings, shareholders possessing bearer shares have voting rights only if they submitted to the places shown by the memorandum or by notice of convocation, at least 10 days before the meeting. Technical secretary, appointed under art. 129 par. (5) will ascertain, through the minutes, the timely filing of actions. The shares will remain deposited until after the general meeting but will not be retained for more than 5 days from the date thereof.

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


68. Article 125 (1) (2), (3) and (5) shall read as follows:
"Art. 125. - (1) The shareholders may attend and vote at the general meeting by proxy, a power of attorney granted pursuant to the said general meeting.

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


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




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


69. Article 125 (4) is repealed.
70. Article 126 reads as follows:
" Art. 126. - (1) Shareholders who are members of the Management Board, the Executive Board or the Supervisory Board may not vote in respect of shares they own, either personally or by proxy, their discharge or a problem, the person or their administration would be in question.

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


71. Article 128 reads as follows: || | "Art. 128. - (1) The right to vote can not be given up.

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


72. In Article 129, paragraphs (1), (2) and (5) shall read as follows:
"Art. 129. - (1) day and time shown in convening the Assembly session will be opened by the chairman of the board or of the board, or the one who keeps the place.

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



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


73. In Article 129, after paragraph (6) the following new paragraph (7), as follows:

"(7) No decision may be taken with regard to items on the agenda that have not been published in accordance with art. 117 and 117 ^ 1, unless all the shareholders were present or represented and none of them has opposed or did not challenge that decision. "
74. Article 130 (2) reads as follows:
"(2) The secret vote is compulsory for electing board members or supervisory board members and auditors / internal auditors for their revocation and taking decisions regarding the liability of the members of the administrative, management and control of the company. "
75. In Article 131, paragraphs (4) and (5) shall read as follows:
"(4) To be binding on third parties, general meeting decisions will be made within 15 days at the Trade Register Office to be set in the register and published in the Official Gazette of Romania, Part IV.

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


76. Article 132 (4) - (7) shall read as follows:
"(4) Members of the Board or the Supervisory Board can not appeal the General Assembly regarding their dismissal. || |
(5) the application will resolve contradictory society, represented by the Management Board or by the directorate.


(6) If the judgment is contested by all board members, respectively directorate, the company will be represented in court by the person designated by the president of the court of its shareholders, who will fulfill the mandate that was assigned until the general meeting convened for that purpose, shall elect another person.
|| |
(7) If the judgment is contested by all members of the directorate, the company will be represented in court by the supervisory board. "


77. Article 134 reads as follows:
"Art. 134. - (1) The shareholders who did not vote in favor of a decision of the General Assembly have the right to withdraw from the company and to request purchase of their shares by the company, unless the judgment of the General Assembly aims:

a) change of the main activity;


b) moving the company headquarters abroad;

|| | c) changing shape of society;


d) merger or division of the company.


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


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


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


(5) evaluation costs will be borne by society. "


78. Article 135 is repealed.
79. Article 136 (1) reads as follows:
"Art. 136. - (1) One or more shareholders representing, individually or together, at least 10% of the share capital may request the court to appoint one or more experts to examine certain transactions in the company's management and draw up a report, to be delivered to them and also officially handed over board or directorate and supervisory board and company auditors or internal auditors, as appropriate, for consideration and to propose appropriate measures. "
80 . in Article 136, after paragraph (1) insert a new paragraph (1 1) as follows:
"(1 1) the Board or the directorate will include the report in accordance with par. (1) on the agenda of the next general meeting. "
81. After Article 136 introduces a new Article 136 ^ 1, as follows:

"Art. 136 ^ 1. - Shareholders should exercise their rights in good faith, respecting the rights and legitimate interests of the company and other shareholders."
82. After the title of Section III introduces a new title, subsection I, as follows:
"Subsection I
unitary system"
83. Article 137 reads as follows:
"Art. 137. - (1) Joint Stock Company is managed by one or more directors, the number is always odd. When multiple managers, they constitute a board of directors.

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


(3) the provisions of this law on Board and which do not relate or do not require sole administrator plurality administrators apply accordingly. "


84. After Article 137, insert two new articles 137 and 137 ^ 2 ^ 1, as follows:
"Art. 137 ^ 1. - (1) The directors are appointed by the Ordinary General Meeting of Shareholders, except the first administrators, who are appointed by the constitutive act.

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


(3) While performing the office, administrators can not conclude an employment contract with the company. where were appointed administrators of company employees, the individual employment contract is suspended during the mandate.


(4) administrators can be revoked at any time by the ordinary general meeting of shareholders. If the unjust revocation occurs, the administrator is entitled to payment of damages.


Art. 137 ^ 2. - ( 1) in case of vacancy of one or more positions of administrator, if the articles of association provide otherwise, the Management Board shall appoint provisional administrators, pending the meeting of the ordinary general meeting of shareholders.

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


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


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


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


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


85. Article 138 is repealed.
86. After Article 138, two new articles, Articles 138 and 138 ^ 2 ^ 1, as follows:
"Art. 138 ^ 1. - (1) Where a limited company is held by the directors to delegate management, according to art. 143, most members of the board will be composed of non-executive directors.

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


Art. 138 ^ 2. - (1) The articles of association or by decision of the general meeting of shareholders may provide that one or more members of the board should be independent.

(2) A director is not considered independent in particular:


A) is director of the company or of a company controlled by it or to fulfill such a function in the last 5 years;


B) is an employee of the company or of a company controlled by it or had such an employment relationship in the last 5 years;


C) receives or has received from the company or from a company controlled by this additional remuneration or advantages other than those corresponding to its quality non-executive director;



D) is or represents a significant shareholder of the Company;


E) has or had in the last year business relationship with the company or with a company controlled by it, either personally or as a partner, shareholder, director, officer or employee of a company that has such a relationship with the company;


F) is or has been associated in the past three years of the current financial auditor or employee of the company or of a company controlled;


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


H) non-executive director of the company was more than 3 mandates;


I) husband / wife or relative up to the fourth degree including an executive or a person in a situation referred to in subparagraph a) -h). "


87. Articles 139 and 140 shall be repealed.
88. After Article 140, insert two new articles 140 and 140 ^ 1 ^ 2, with the following content:
"Art. 140 ^ 1. - (1) The Board elects from its members a Chairman of the Board. The articles of association may stipulate that the chairman is appointed by the Ordinary General Meeting, which appoints the board.

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


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


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


(5) If the president is temporarily unable to exercise the power, during a state of inability respective Board of Directors may assign another administrator to serving as president.


Art. 140 ^ 2. - (1) The Board may create advisory committees made up of at least two members of the board and responsible for conducting investigations and making recommendations to the Board in areas such as audit, remuneration of managers, directors, auditors and staff, or by nomination candidates for various positions. Board Committees will submit regular reports on their activity.

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


(3) In the case of joint stock companies whose annual financial statements are subject to a legal obligation of financial auditing, the creation of an audit committee within the board is mandatory. "


89. Article 141 reads as follows:
"Art. 141. - (1) The Board shall meet at least once every 3 months.

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


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


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


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


90. After Article 141 introduces a new Article 141 ^ 1, as follows: | || "Art. 141 ^ 1. - The directors and the auditors or, where appropriate, internal auditors may be called at any meeting of the Board of Directors meetings where they are required to attend. They have no right to vote, excluding directors who are also directors. "
91. Article 142 reads as follows:

"Art. 142 - (1) The Board of Directors is responsible for carrying out all the necessary and appropriate to achieve the objects of the company, except those reserved by law for the general meeting of shareholders.

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


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


b) establishing the accounting and financial control and financial planning approval;


c) appoint and remove directors and determine their remuneration;


d) supervision of directors; | ||

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


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


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


92. Article 143 reads as follows:
" Art. 143. - (1) The Board may delegate the management company of one or more directors by appointing one of its director general.

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


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


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


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


93. After Article 143 two new Articles, Articles 143 and 143 ^ 2 ^ 1, as follows:
"Art. 143 ^ 1. - (1) The directors are responsible for taking all measures related to company management, within the object of the company and respecting the exclusive powers reserved by law or the articles of association the board and general meeting of shareholders.

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


(3) The Board is responsible for supervising the activities directors. Any administrator can request information on directors' management of the company. Directors shall inform the Board regularly and comprehensively on the operations undertaken and those envisaged.


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


Art. 143 ^ 2. - (1) The Management Board represents the company towards third parties and the courts. In the absence of contrary stipulations in the memorandum, the Board representing the company through its President.

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


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


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


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


94. Article 144 is repealed.
95. After Article 144, four new articles, Article 144 ^ 1-144 ^ 4, follows:

"Art. 144 ^ 1. - (1) The Board members shall sit in their loyalty in the interest of society.

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


(3) for the purposes of this Article, any business decision is the decision to take or not to take certain measures on the management of the company.


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


(5) the content and duration of obligations under par. (4) are provided in the contract.


Art. 144 ^ 2. - (1) the directors are responsible for fulfilling all obligations, according to Art. 72 and 73.

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


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


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


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


Art. 144 ^ 3. - (1) The administrator who has a certain operation, directly or indirectly, interests against the interests of society must give notice to the other directors and the auditors or internal auditors and not take part in any deliberation regarding that operation.

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


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


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


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


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


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

A) lending administrators;


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


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


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


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


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


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


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



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


96. Articles 145-149 is repealed.
97. Article 150 (1) reads as follows:
"Art. 150. - (1) If the articles of association provide otherwise and subject to art. 44 ^ 1, under penalty of nullity, the administrator may, in his own name, dispose of or acquire goods to or from the company in an amount exceeding 10% of the net asset value of the company, after obtaining the approval of the general meeting extraordinary, as provided in art. 115. "
98. In Article 150, after paragraph (1) insert a new paragraph (1 1) as follows:
" (1 1) If the articles of association do not provide otherwise subject to the provisions of art. 44 ^ 1, under penalty of nullity, the administrator may, in his own name, dispose of or acquire goods for himself from the company, only after approval by the extraordinary general meeting, as provided in Art. 115. "
99. Article 151 is repealed.
100. Article 152 reads as follows:
" Art. 152. - The Directors are responsible for the failure of their duties. Art. 137 ^ 1 par. (3), art. 144 ^ 1, 144 ^ 2 ^ 144 3 144 -4 150 and Art. 153 ^ 12 par. (4) applies to directors under the same conditions as administrators. "
101. After 152 introduces a new Article 152 ^ 1, as follows:
" Art. 152 ^ 1. - Micro and small enterprises within the meaning of art. 4 para. (1) a) and b) of Law no. 346/2004 regarding the establishment and development of small and medium enterprises, as amended, may derogate from the provisions of art. 137 par. (2) art. 140 ^ 1 par. (3) and art. 143 par. (4). "
102. After 152 ^ 1 insert title of Subsection II, as follows:
" Subsection II
tier system "
103. Article 153 reads as follows:
"Art. 153. - (1) The articles of association may stipulate that the stock company is managed by a directorate and a supervisory board in accordance with the provisions of this subsection.

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


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


104. Under subsection II, is inserted after Article 153 new paragraph, paragraph A, as follows:
"A.
Directorate Art. 153 ^ 1. - (1) The joint stock company belongs exclusively to the directorate, which fulfills the necessary and appropriate to achieve the objects of the company, except those reserved by law for the supervisory board and general meeting of shareholders.

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


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


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


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


Art. 153 ^ 2. - (1) Appointment of Executive Board members lies with the supervisory board, which also assign one of them as president of the board.

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


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


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


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



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


Art. 153 ^ 3. - (1) Directorate represents the company towards third parties and the courts.

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


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


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


(5) Directorate registered with the trade register names of persons authorized to represent the company, stating whether they act together or separately. They will make trade register specimen signatures.


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

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


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


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


Art. 153? 5. - (1) Directorate Supervisory Board shall submit annual financial statements and its annual report, immediately after their establishment.

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


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


105. Under subsection II, after Article 153 ^ 5 is insert a new paragraph, paragraph B, as follows:
"B. The Supervisory Board
Art. 153 ^ 6. - (1) Supervisory board members are appointed by the general meeting of shareholders, except the first members, who are appointed by the constitutive act.

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


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


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


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


Art. 153 ^ 7. - (1) In case of vacancy of a member's seat on the supervisory board, the board may proceed to appoint an interim member until the general assembly meeting.

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


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


Art. 153 ^ 8. - (1) The members of the Supervisory Board can not simultaneously be members of the directorate. They also may not hold membership in the supervisory board with the employee of the company.

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


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


Art. 153 ^ 9. - (1) The Supervisory Board has the following main responsibilities:


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


B) appoint and remove members of the directorate;


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


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


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


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


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

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


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


(4) In the case of joint stock companies whose annual financial statements are subject to a legal obligation of financial auditing, the creation of an audit committee within the supervisory board is mandatory.


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

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


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


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


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


106. After Article 153 ^ 11 subsection introduces Title III, the following content:
"subsection III
provisions common to the unitary and two-tier system"
107. After the title of subsection III are introduced November 13 articles, 153 -153 ^ 12 ^ 24 as follows:
"Art. 153 ^ 12. - (1) The term of office administrators or members of the Executive Board and the Supervisory Board is established by association, without exceeding 4 years. They are re-elected when the articles of association provide otherwise.

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


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


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


Art. 153 ^ 13. - (1) The directors of the joint stock company in the unitary system, namely members of the directorate, the dualist system, are individuals.


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


Art. 153 ^ 14. - People under this law can not be founders may not be directors, managers, members of the Executive Board or the Supervisory Board.
Art. 153 ^ 15. - The directors of a company limited by shares in the unitary system, and members of the directorate in the dual system, can not be without the authorization of the board or supervisory board, directors, managers, members of the Executive Board or the Supervisory Board, auditors or, where appropriate, internal auditors or associates with unlimited liability, in other competing companies or having the same activity or can not exercise the same trade or another competitor on their own or another person, under penalty of revocation and liability for damages.
Art. 153 ^ 16. - (1) An individual may exercise warrants up to 5 concurrent administrator and / or member of the Supervisory Board in joint stock companies whose headquarters are in Romania. This applies equally individual administrator or member of the Supervisory Board and individual permanent representative of a corporate director or member of the supervisory board.

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


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


Art. 153 ^ 17. - Before being appointed director or administrator or member of the board or supervisory board in a joint stock company nominee will inform society body in charge of his appointment on relevant issues referred to in Art. 153 ^ 15 and 153 ^ 16.
Art. 153 ^ 18. - (1) The remuneration of board members or the Supervisory Board is established by the memorandum or by decision of the general meeting of shareholders.

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


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


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



Art. 153 ^ 19. - Board of Directors will ask the Trade Registry registration appointment of directors and any change in the person of the directors or managers and publish them in the Official Gazette of Romania, Part IV. The same obligation applies directorate on the registration of the first members of the Executive Board and any changes in the person directorate members or members of the supervisory board.
Art. 153 ^ 20. - (1) For the validity of decisions of the Board, the Executive Board or the Supervisory Board must be present at least half the members of each of these bodies, if the articles of association do not provide a higher number.

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


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


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


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


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


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


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


Art. 153 ^ 21. - (1) The articles of association may provide that, in exceptional cases, justified by the urgency and the interest of society, decisions of the Board or Executive Board may be taken by unanimity expressed written consent of the members without the need for a meeting of said body.

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


Art. 153 ^ 22. - Board of Directors, respectively directorate will be able to enter into legal acts on behalf and on behalf of, by which to acquire goods for it or dispose of, lease, exchange or constitute the collateral assets owned by the company, whose value exceeds half of the book value of the company's assets on the closing date of the legal act only with the approval of the general meeting of shareholders given according to art.
115. Art. 153 ^ 23. - Executives and board members or members of the directorate and the board of supervisors, are required to attend general meetings of shareholders.
Art. 153 ^ 24. - (1) If the board of directors or directorate notes that, following losses set by the annual financial statements approved by law the net assets, calculated as the difference between total assets and its total debts, decreased less half of the subscribed share capital, will soon convene extraordinary general meeting to decide whether the company should be dissolved.

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



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


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


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


108. Article 154 repealed.
109. Article 155 reads as follows:
"Art. 155. - (1) An action for damages against the founders, directors, officers or members of the Executive Board and the Supervisory Board and the auditors or financial auditors for damages caused to society by them in violation of their duties towards society, belongs to General Assembly which will decide the majority laid down in art. 112.

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


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


(4) If the general meeting decides to start action against the administrators or the directorate members, their mandate ceases as of the date of adoption of the decision and the general meeting or the supervisory board, will proceed to replace them.


(5) If the action is started against directors, they are suspended by law from office until the decision remains irrevocable.


(6) If the general meeting decides to start action for damages against members of the supervisory majority laid down in art. 115 par. (1) The mandate of those members of the supervisory board terminates law. The General Assembly will proceed to replace them.


(7) An action for damages against members of the Executive Board may be exercised and the supervisory board, following a decision by the council itself. If the decision is taken by a majority of two thirds of the total membership of the supervisory board, those members of the directorate's mandate ceases as supervisory board proceeding replaced. "


110. After Article 155 introduces a new Article 155 ^ 1, as follows:
"Art. 155 ^ 1. - (1) If unable proceedings to liability under art. 155 or does not follow the proposal of one or more shareholders to initiate such action, shareholders representing, individually or together, at least 5% of the share capital entitled to bring an action for damages in his own name but on behalf of society, against any person referred to in art. 155 par. (1).

(2) persons exercising the right provided in par. (1) you must have already had shareholder on the date on which debated in the general assembly the action for liability issue.



(3) Costs will be borne by the shareholders who brought the action. In case of admission, the shareholders entitled to reimbursement of the amounts advanced by the company with the title.


(4) The remains irrevocable court decision upholding the application referred to in para. (1) general meeting of shareholders or the Board of Supervisors may decide Retiring directors, managers and supervisory board members or members of the directorate, and to replace them. "


111. Articles 156-158 is repealed.
112. Article 159 (5) is repealed.
113. In Article 160 (1) reads as follows:
"Art. 160. - (1) The financial statements of companies subject to statutory audit shall be audited by auditors - individuals or legal entities - under the conditions provided by law. "
114. In Article 160, after paragraph ( 1) introduce two new paragraphs (1 1) and (1 ^ 2), as follows:
"(1 1) JSCs opting, pursuant to art. 153, for a dual management system are subject to financial audit.
(1 ^ 2) Companies whose financial statements are audited annual financial law or decision associates / shareholders, not the provisions of art. 159 par. (1). "
115. Article 160 (2) reads as follows:
" (2) Companies whose financial statements are audited annual financial law or the shareholders will hold internal audit according to standards developed by the Chamber of Financial Auditors of Romania. "
116. After Article 160 introduces a new Article 160 ^ 1, as follows:
" Art. 160 ^ 1. - Board of Directors, respectively directorate, recorded in the trade register any changing of auditors or internal auditor and financial auditor. "
117. In Article 161, paragraph c) of paragraph (2) shall read as follows: | || "c) persons prohibited a Member of the Management Board or the supervisory Board and the Executive Board pursuant to art. 153 ^ 14; ".
118. In Article 163, paragraphs (1), (2) and (5) shall read as follows:
" Art. 163. - (1) The auditors or, where appropriate, internal auditors are obliged to supervise the management of the company, to verify whether the financial statements are prepared in accordance with statutory records, if the latter are held regularly and if the property valuation was done according established rules for preparing and presenting financial statements.

(2) About however, and the proposals that they deem necessary regarding the financial statements and profit distribution, the auditors will present a detailed report to the General Assembly. The manner and procedure for reporting internal auditors shall be established by association, according to the regulation of the profession.




(5) The auditors or, where appropriate, internal auditors will notify board members in administration irregularities and violations of the laws and Articles of Association which they discover and significant cases will notify the General Assembly . "


119. In Article 163, paragraph (4) shall be repealed.
120. Article 164 (2) is repealed.
121. After insert Article 164 a new article, Article 164 ^ 1, as follows:
"Art. 164 ^ 1. - (1) Any shareholder is entitled to claim censors facts that we believe should be censored and they will be considered in preparing the report to the General Assembly.

(2) Where a complaint is made by shareholders representing, individually or together, at least 5% of share capital or less, if articles of association so requires, auditors are required to determine. If you will appreciate that the claim is justified and urgent, they are obliged to immediately convene a general meeting and submit its comments to. Otherwise, they should question the claim to the first meeting. The General Assembly should take a decision on those claimed.



(3) For companies where internal auditors were appointed according to the law, any shareholder has the right to claim these facts which I believe to be checked. Internal auditors will have regard to the preparation of the report by the board or the supervisory board. If the complaint is made by shareholders representing, individually or together, at least 5% of share capital or a smaller share if the articles of association so requires, internal auditors are required to check the facts complained, and if they are confirmed It is recorded in a report to be communicated to the board of directors or the supervisory board, and provided general meeting; In this case, the board of directors or supervisory board must convene a general meeting. "


122. In Article 167 (1) reads as follows:
" Art . 167. - (1) The nominal value of bonds may not be less than 2.5 lei. "
123. Articles 168 and 169 shall be repealed.
124. In Article 170, paragraph (3) shall have follows:
"(3) Amounts bonds shall include the data provided in the capital market law."
125. Article 171 (5) reads as follows:
"(5) holders the bonds will be represented by agents other than directors, officers or members of the directorate, board of supervisors or auditors or civil society. "
126. in Article 177, paragraphs a), c), e) and f ) of paragraph (1) shall read as follows:
"a) a register of shareholders showing, where appropriate, the name, identification number, name, domicile or registered shareholders with shares, and payments made account actions. Evidence shares traded on a regulated market / alternative trading system is compatible with the capital market legislation;


C) a record of the hearing and deliberations of the Board, namely the directorate and supervisory board;




E) a record of the proceedings and findings of the auditors and, where applicable, internal auditors, in the exercise of their mandate;


F) a register of bonds, showing total bonds issued and those redeemed, and the name and surname, name, domicile or registered holders when they are registered. Records bonds issued in dematerialized form and traded on a regulated market or an MTF will be held under capital market law; ".


127. In Article 177, paragraph d) paragraph (1) shall be repealed.
128. in Article 177, after paragraph f) of paragraph (1) introduces a new letter, letter g), as follows:
"g) any other registers provided by special acts. "
129. Article 177 (2) reads as follows:
" (2) the records referred to in para. (1) a), b) and f) shall be kept by the care of the Board, the Executive Board respectively, that provided in subparagraph c) care body concerned, that provided in subparagraph e) care auditors or, where appropriate, internal auditors; records referred to in para. (1) g) shall be held as provided in the relevant legislative acts. "
130. In Article 178 (1) reads as follows:
" Art. 178. - (1) Managers or, where appropriate, independent record companies are obliged to provide shareholders and other applicants registers provided for in art. 177 par. (1) a) and to issue, on request, at their expense extracted from them. "
131. Article 181 reads as follows:
" Art. 181. - The Board respectively directorate must present auditors, internal auditors and financial auditors respectively, with at least 30 days before the day fixed for the annual general assembly meeting for the previous year, accompanied by their report and documents. "
132. Article 184 reads as follows:
" Art. 184. - (1) The report of the auditors or, where appropriate, the financial auditor remains deposited at the company and at branches during the 15 days preceding the general meeting, to be consulted by the shareholders.

(2) Upon request, the board of directors or the directorship, issue copies of these documents to shareholders. Amounts charged for the children can not exceed the administrative costs of providing them. "


133. Article 185 reads as follows:

"Art. 185. - (1) The Board or the directorate is obliged, within 15 days from the date of the general meeting to submit the commercial register paper copies and in electronic form or only electronic form, having attached an extended electronic signature, annual financial statements, accompanied by their report, the auditors 'report or financial auditors' report and the minutes of the general assembly, as provided by the 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 care and trade register Office, for companies that have a an annual turnover of over 10 million.


(3) for companies whose annual turnover not exceeding 10 million lei, the notice referred to in para. (2) will be published for free on the website of the trade registry.


(4) The data contained in the annual financial statements are submitted in electronic form by the Trade Register Offices by the Ministry of Finance, as determined by the methodological norms approved by Government Decision. "


134 . Article 186 reads as follows:
"Art. 186. - Approval of the annual accounts by the general meeting not preclude action for damages, in accordance with Art. 155. "
135. Article 187 reads as follows.
" Art. 187. - The company limited by shares is governed by the provisions relating to public limited companies, except art. 153-155 ^ 1 and this Chapter. "
136. Article 190 reads as follows:
" Art. 190. - general partners who are administrators can not take part in the deliberations of the General Assembly for election of auditors or, where appropriate, financial auditor, even if they have shares in the company. "
137. In Article 194, the introductory and letters b) and c) of paragraph (1) shall read as follows:
"Art. 194. - (1) The general meeting of shareholders has the following main obligations:
.

B) appoint directors and auditors or, where appropriate, internal auditors, to revoke them and give them discharge activity and financial audit contracting to decide when it is not binding by law;


C) it decides the administrators and auditors or, where appropriate, internal auditors for damages caused to society, designating the person responsible exercise; ".


138. Once inserted Article 196 a new article, Article 196 ^ 1, as follows:
"Art. 196 ^ 1. - (1) Where a limited liability company with sole shareholder, will exercise powers of general meeting of shareholders of.

(2) The sole will be recorded immediately in writing of any decision taken in accordance with paragraph. (1).


(3) The sole may be an employee of the limited liability company whose sole shareholder is, unless setting up as sole administrator or member of the board of directors. "

| || 139. in Article 199, paragraphs (2) and (5) shall read as follows:
"(2) in companies that are not included in art. 160 par. (1) Assembly members may appoint one or more auditors or an auditor, according to art. 160 par. (1 1).


(5) lack of auditors or, where appropriate, financial auditor, each of the partners, which is manager of the company, will exercise the right to control that associations have in general partnerships. "


140. In Article 201 (1) reads as follows:
"Art. 201. - (1) The financial statements will be prepared on rules for joint stock company. Following approval by the general meeting of shareholders, the directors will be submitted to the trade register within 15 days from the day of the meeting, copies of the annual financial statements in accordance with Accounting Law no. 82/1991, to be published in accordance with art. 185. "
141. In Article 204, paragraphs (1) and (3) - (7) shall read as follows:
" Art. 204. - (1) The articles of association may be amended by decision of the general meeting adopted the law, or by decision of the court, under art. 223 par. (3) and art. 226 par. (2).

..
(3) The provisions of art. 17 para. (1) applies if the name change or in the pursuit of a limited liability company with sole shareholder.



(4) After every amendment to the articles of incorporation, directors or directorate will submit the trade register within 15 days modifier act and full text of articles of association, updated with all modifications, will be registered under judge delegate decision, unless stipulated in art. 223 par. (3) and art. 226 par. (2) when the registration will be based on the final judgment of exclusion or withdrawal.


(5) Trade Register Office shall propose such modifier act recorded and notified of the filing of articles of incorporation to the updated text Autonomous «Official Gazette», to be published in the Official Gazette of Romania, Part IV at the expense of society.


(6) Act modifying the constitutive act of a general partnerships or limited partnerships, the authentic, shall be deposited with the Trade Register, the provisions of paragraphs. (4), and mentioned in the register, without having to publish it in the Official Gazette of Romania, Part IV.


(7) In the updated par. (4) can omit the name and other identifying data of the founders and first members of the company's bodies. "


142. In Article 208, paragraphs (3) and (4) shall have follows:
"(3) the company's creditors whose claims predate the publication of the decision will be entitled to obtain security for claims which have not fallen due by the date of that publication. They have the right to oppose against this judgment in accordance with art. 62.

(4) Reduction of capital has no effect and does not make payments to shareholders until the creditors will not be obtained or appropriate safeguards realization of their claims or until the court, considering that the company has provided adequate safeguards creditors or that, taking into account the company's assets, guarantees are not necessary, creditors will not be dismissed by final judgment. "


143. Article 211 reads as follows:
"Art. 211. - Judgment of the General Assembly to increase the share capital will be published in the Official Gazette of Romania, Part IV, paying for the pre-emptive rights for a period of at least one month, starting from the day of publication. "|| | 144. In Article 212, paragraph d) of paragraph (2) shall read as follows:
"d) name and surname administrators or members of the Executive Board and supervisory Board, auditors or, where appropriate, financial auditor, and their homes; ".
145. Article 213 reads as follows:
" Art. 213 - Increase of share capital of a company through public offer of securities and / or by allowing shareholders to trade their preferential rights on the capital market is subject to the legislation of the capital market. "
146. Article 214 reads as follows:
"Art. 214. - In case of capital increase through public offering, administrators are jointly liable for the accuracy those set forth in the prospectus, the publications made by the company or requests to the Trade Register Office, in accordance with capital market legislation. "
147. In Article 215 (1) reads as follows:
" Art. 215. - (1) If the capital increase is made by contribution in kind, the general meeting decided that it will propose the appointment of the judge delegated to one or more experts to assess these contributions, in terms of art. 38 and 39. "
148. Article 216 reads as follows:
" Art. 216. - (1) Shares issued for capital increase will be offered for subscription primarily to existing shareholders in proportion to the number of shares they own.

(2) The exercise of pre-emptive rights can be achieved only within the term decided by the General Assembly, where articles of incorporation provides otherwise. In all cases, the period for the exercise of pre-emptive rights can not be less than one month from the date the decision in the Official Gazette of Romania, Part IV. Beyond that date, the shares may be offered for public subscription.


(3) Any capital increase carried out in violation of this article is voidable. "


149. After Article 216 introduces a new Article 216 ^ 1, as follows: | || "Art. 216 ^ 1. - Shareholders have a preference right when the company issues convertible bonds. The provisions of art. 216 shall apply accordingly. "
150. Article 217 reads as follows:

"Art. 217. - (1) The right of preference shareholders may be limited or only by the decision of the extraordinary general meeting of shareholders.

(2) The Board or directorship, offers extraordinary general meeting of shareholders provided a written report specifying the reasons for limiting or pre-emptive rights. This report will also explain how to determine the value of the shares.


( 3) the decision will be taken in the presence of shareholders representing three quarters of the subscribed share capital by a majority of shareholders present.


(4) the decision will be filed with the commercial registry of the Board of Directors, respectively by directorate to mention the trade register and publication in the Official Gazette of Romania, Part IV. "


151. Article 218 is repealed.
152. Article 219 reads as follows:
"Art. 219. - (1) General Assembly decision on capital increase takes effect only if it is accomplished within one year from the date of adoption.

(2) If the proposed capital increase is not fully subscribed, the capital will be increased in the amount of subscriptions received only if the conditions of the issue so provide. "


153. After Article 220 introduces a new Article 220 ^ 1, as follows:
"Art. 220 ^ 1. - (1) The articles of association, board or directorate, may be authorized, into a period that can not exceed 5 years from the date of registration of the company, to increase the subscribed share capital by a nominal value determined (authorized capital) by issuing new shares in exchange for contributions.

(2) such authorization may be granted by the general meeting of shareholders through an amendment to the articles of association, for a specific period not exceeding 5 years from the date of registration of the amendment. the articles of association may major quorum requirements for such change.


(3) the nominal value of the authorized capital may not exceed half of the subscribed share capital existing at the time of authorization.


(4) the authorization granted under paragraph . (1) - (3) the Board may be conferred the power to decide restriction or emptive rights of existing shareholders. This authorization is granted board or directorate, by the general meeting, the quorum and majority requirements laid down in art. 217 par. (3). The Administrative Council, the Executive Board respectively, on the restriction or emptive rights shall be filed with the Trade Register, to mention the Trade Register and publication in the Official Gazette of Romania, Part IV. "


154. Article 227 (2) reads as follows:
"(2) in the case under para. (1) a) associations should be consulted by the Board of Directors, respectively Directorate at least three months before the expiration of society, on the possible extension thereof. In short, at the request of any of the partners, the court may, in the end, the consultation in accordance with art. 119 par. (3). "
155. Article 228 reads as follows:
" Art. 228. - The Joint Stock Company is dissolved:

A) when and under Art. 153 ^ 24;


B) if and to the requirements of Art. 10 para. (3). "


156. Article 233 (2) reads as follows:
" (2) Upon dissolution, officers, directors or directorate, can not undertake new operations. Otherwise, they are personal and jointly liable for their actions. "
157. In Article 235, three new paragraphs (2) - (4) as follows:
" (2) unanimous vote of the members and can decide how the assets remaining after payment of creditors will be divided among shareholders. In the absence of unanimous agreement on the division of assets, it will be followed by liquidation procedure provided by law.

(3) Transfer of ownership of assets after payment of creditors takes place on society erased from the commercial register.


(4) Register each associate will issue a certificate acknowledging the ownership of the assets distributed, under which the shareholder may proceed to registration of immovable property in the land. "


158. Article 236 is repealed.
159. In Article 237, paragraph (10) shall read as follows:

"(10) Goods remaining in the heritage register of legal entities trade under par. (8) and (9) shall be charged to shareholders."
160. Article 238 reads as follows:
"Art. 238. - (1) The merger is an operation whereby:

a) one or more companies are wound up without going into liquidation and transfer all their assets another company in exchange for the shares in the recipient companies and, if applicable, a cash payment not exceeding 10% of the nominal value of the shares so distributed, or


b) many companies are wound without going into liquidation and transfer all their assets and liabilities to a company that is in exchange for the shares in the recipient companies and, if applicable, a cash payment not exceeding 10% of the nominal value of the shares so distributed to the shareholders of the company being divided.


(2) the division is the operation whereby:


a) society, after being wound up without going into liquidation, transfers all its assets more companies, in exchange for the shares in the recipient companies and, if applicable, a cash payment not exceeding 10% of the nominal value of the shares so distributed to the shareholders of the company being divided;


B) a company after being dissolved without going into liquidation, transfers all its assets and liabilities newly established several companies in exchange for the shares in the recipient companies and, if applicable, a cash payment not exceeding 10% of the nominal value of the shares so distributed to the shareholders of the company being divided.


(3) merger or division may be made between companies of different forms.


(4) merger or split, as defined in par. (1) or (2) can be carried out even if the companies are dissolved in liquidation, provided that they have not yet started distribution of assets between partners what they ought after liquidation. "


161. Article 240 is repealed.
162. Article 241 reads as follows:
"Art. 241. - Administrators companies will participate in the merger or division shall draw up draft terms of merger or division, which will include:

A) type, name and registered office of all companies involved in the merger or division;


B) Base and conditions of the merger or division;


C) the allocation of shares in the acquiring company or the recipient companies;


D) the date on which the shares referred to in subparagraph c) give the holders the right to participate in profits and any special conditions affecting that entitlement;


E) exchange rate SHARES and the amount of any cash payment;


F) Amount of the merger or division;


G) the rights conferred by the acquiring company or the beneficiary shareholders which confers special rights and those who hold other securities besides shares or the proposed measures concerning them;


H) any special advantage granted to the experts referred to in art. 243 ^ 3 and members of the administrative or control of the companies involved in the merger or division;


I) the date the financial statements were approved by the participating companies, which were used to determine the conditions of the merger or division;


J) the date from which transactions of the company being acquired or divided shall be treated for accounting purposes as of the acquiring company or one or other of the recipient companies;


K) in case of division:


- The precise description and allocation of assets and liabilities to be transferred to each of the recipient companies;
- Distribution to shareholders or members of the company being divided of shares or shares in the recipient companies and the criterion upon which such allocation is. "
163. After Article 241 introduces a new Article 241 ^ 1, as follows:
"Art. 241 ^ 1. - (1) If an asset is not allocated in the draft terms of division and where the interpretation does not permit a decision on its allocation, asset item in question or consideration therefor shall be allocated to all the recipient companies in proportion to the share of net assets assigned to the companies concerned, in accordance with the draft terms of division.

(2) Where a liability is not allocated in the draft terms of division and where the interpretation does not permit a decision on its allocation, the recipient companies are jointly responsible for liability item in question. "

| || 164. Article 243 reads as follows:

"Art. 243. - (1) The 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 publication of the merger or division and not due to its publication, may object, under art. 62

(2) the opposition suspends the execution of the merger or division until the date on which the judgment becomes final, except in cases evidence of payment that the debtor company debt or guarantees accepted by creditors or conclude an agreement with them to pay debts.


(3) in case of division, if a creditor of the company to which the obligation has been transferred in according to the draft division has not obtained achieving his claim all beneficiary companies are liable for that obligation, within net assets that were transferred by division, with the exception of the transferee of the obligation that answers unlimited. "


165. After Article 243, three new articles, Articles 243 -243 ^ 1 ^ 3, as follows:
"Art. 243 ^ 1. - (1) In a merger, holders of securities other than shares which special rights should be granted in the acquiring company rights at least equivalent to those they possessed in the company being acquired, unless the alteration of those rights has been approved by a meeting of the holders of such securities or individual by the holders of such securities or unless the holders are entitled to have their securities repurchased.

(2) If a division, holders of securities other than shares to which special rights, must be given in the recipient companies to whom it may oppose the rights arising from such securities in accordance with draft terms of division, rights at least equivalent to those they possessed in the company being divided, unless the alteration of those rights It approved by a meeting of the holders of such securities or by them individually or unless the holders are entitled to obtain redemption of securities held.


Art. 243 ^ 2. - (1) Managers of companies participating in the merger or division must draw up a detailed written report, explaining the merger or division and state the foundation of its legal and economic, in particular on exchange rate shares. In case of division, the report will also include the criterion for allocating the shares.

(2) The report should also describe any special difficulties encountered in the assessment.


(3) In case of division, the management report will include information on the preparation of a report in accordance with art. 215, for recipient companies and the register where it should be submitted.


(4) divided society Administrators must notify the general meeting of the company being divided and the recipient companies administrators so that they can inform, in turn, general meetings of the companies concerned on any substantial changes to assets and liabilities, occurred between the time of establishment of the division and the general meeting of the company being divided which is to decide on the draft terms of division.


Art. 243 ^ 3. - (1) One or more experts, legal or natural persons acting on behalf of each of the companies involved in the merger or division but independent of them will be appointed by the judge delegated to examine the merger or division and prepare a written report to the shareholders.

(2) This report will specify if the exchange rate of the shares or shares is fair and reasonable. The report will also indicate the method or methods used to determine the rate proposed will state whether such method or methods are adequate in the case in question, indicate the values ​​obtained by applying each of these methods and will contain expert advice on weight attached such methods in arriving at the value retained in the final. The report will also describe any particular difficulties in the assessment.


(3) At the joint request of the companies participating in the merger or division, delegated judge shall appoint one or more experts acting for all companies involved, but independent of them.



(4) Each of the experts appointed under this article shall be entitled to obtain from any of the companies participating in the merger or division all relevant information and documents and to make all necessary investigations. "
| ||
166. Article 244 reads as follows:
"Art. 244. - (1) At least one month before the extraordinary general meeting to decide on the draft terms of merger or division, the management bodies of companies participating in the merger or division will provide shareholders / associates at the company's headquarters, the following documents:

A) the merger or division;


B) report drawn up by the governing bodies in accordance with art. 243 ^ 2;


C) the annual financial statements and management reports for the last 3 financial years of the companies participating in the merger or division;


D) the financial statements drawn up no earlier than the first day of the third month preceding the date of the merger or division, if recent annual financial statements have been prepared for a financial year that ended more than 6 months before that date;


E) the auditors' report and, where appropriate, financial auditor's report;


F) report prepared in accordance with art. 243 ^ 3;


G) records of contracts with values ​​exceeding 10,000 lei each and pending execution, and their division in case of splitting society.


(2) Shareholders or members may obtain free copies of the documents listed in para. (1) or extracts from them. "


167. Article 245 reads as follows:
" Art. 245. - (1) Managers acquired company or society that is divided liability of shareholders or members of that company for irregularities committed in the preparation and execution of merger or division.

(2) experts who prepare the report referred to in art. 243 ^ 3 on account of the acquired company or divided, liability of shareholders / associates of these companies for irregularities committed in their duties. "


168. Article 246 reads as follows:
"Art. 246. - (1) No later than two months from the expiry of the opposition referred to in Art. 62 or, where applicable, the date on which the merger or division may be conducted in accordance with Art. 243. (2) the general meeting of each participating company will decide on the merger or division.

(2) In a merger by setting up a new company or a division by setting up new companies, the merger or division and, if they are contained in a separate document, the memorandum or draft memorandum of association of new / new companies will be approved by the general meeting of each company to cease its existence. "


169. Article 249 reads as follows:
" Art. 249. - The merger / spin-off effect:

A) to the formation of one or more new companies from the date of registration in the trade register of the new company or the last of them;


B) in other cases, the date of registration of the judgment last general meeting which approved the transaction, except that, by agreement, stipulating that the transaction will take effect on another date, but that can not be further current financial year of the acquiring company or beneficiary companies nor the last financial year ended prior to the conclusion of the company or companies that transfer their heritage. "


170. After Article 249 introduces a new Article 249 ^ 1, as follows:
"Art. 249 ^ 1. - In a merger by absorption, whereby one or more companies are dissolved without going into liquidation and transfer all their assets and liabilities to another company which holds all their shares and other securities conferring voting rights in the general meeting, the following items shall not apply: art. 241 lit. c) d) and e), art. 243 ^ 2, art. 243 ^ 3, art. 244 par. (1) b) and f) art. 245 and Art. 250 par. (1) b). "
171. Article 250 reads as follows:
" Art. 250. - (1) The merger or division has the following consequences:

A) the transfer, both as regards relations between the company being acquired and the acquiring company or divided / recipient companies and as regards third parties, to the acquiring company or each of the recipient companies of all assets and liabilities of the acquired company / divided; This transfer will be carried out in accordance with the distribution rules set out in the merger / division;



B) shareholders or members of the company being acquired or divided become shareholders or associates of the acquiring company or of the recipient companies in accordance with the distribution rules set out in the merger / division;


C) the company being acquired or divided ceases to exist.


(2) No shares in the acquiring company can not be exchanged for shares / shares issued by the company being acquired and held:


A) by the acquiring company itself or through a person acting in his own name but on its behalf; or


B) by the company being acquired itself or through a person acting in his own name but on its behalf.


(3) No shares in a recipient company can not be exchanged for shares in the company being divided, owned:


A) the recipient company itself or through a person acting in his own name but on behalf of the company; or


B) by the company divided itself or through a person acting in his own name but on behalf of society. "


172. After Article 250 introduces a new Article 250 ^ 1, as follows:
"Art. 250 ^ 1. - The provisions of this chapter relating to the division except art. 250 par. (1) c) applies when a part of the heritage of a society emerges and is transferred as a whole to one or more existing companies or to companies which are constituted in exchange for the allocation of shares of the benefiting companies by: || |
A) shareholders or members of the company which transfers assets (detachment in the interests of shareholders or associates); or


B) the company transferring assets (detachment in the interest of society). "


173. Article 251 reads as follows:
" Art. 251. - (1) The nullity of a merger or division may be declared only by court order.

(2) From the date of its implementation, according to art. 249, merger or division, be declared null unless it was subject to judicial review in accordance with Art. 37 or if the decision of one of the general meeting which voted the draft merger or the division is void or voidable.


(3) annulment proceedings may not be initiated after a period of 6 months from the date on which the merger or division has become effective pursuant to art. 249, or if the situation has been rectified.


(4) If the irregularity could lead to the declaration of a merger or division may be remedied court shall grant the companies involved a deadline for its correction.


(5) The final decision declaring the nullity of a merger or division will be forwarded ex officio by the court registry offices at the headquarters of trade companies involved in the merger or division concerned.


(6) The final decision of invalidity of a merger or division shall not affect the validity of obligations incurred by itself in the acquiring company or to a recipient companies or engaged after the merger or division became effective, pursuant to art. 249, and before the ruling of invalidity to be published.


(7) In the case of annulment of a merger, the companies involved in the merger shall be jointly liable for the obligations of the acquiring company within the period referred to in para. (6).


(8) If the declaration of nullity of a division, each recipient company liable for its obligations, committed during the period under par. (6). Divided society also responds to these obligations under the quota of net assets transferred to the recipient company on whose behalf those obligations arose. "


174. After Article 251, insert a new article Article 251 ^ 1, as follows:
"Art. 251 ^ 1. - For companies organized in the two-tier system administrators obligations stipulated in art. 241 and 243 ^ 2, respectively art. 245, returning directorate or its members. "
175. Article 252 letters a) and b) of paragraph (1) shall read as follows:
" a) until Appointed by the liquidators, administrators and directors or members of the directorate, continue to perform their duties, except as provided in art. 233;


B) the instrument appointing the liquidators, stating their powers or sentence which takes place and any subsequent act that would bring changes on their person or powers must be submitted by the liquidator to the Register trade, to be entered immediately and published in the Official Gazette of Romania, Part IV. "


176. After Article 252, a new article, Article 252 ^ 1, the following content:
"Art. 252 ^ 1. - (1) Where an unlimited liability for obligations associated with the company during its operation, responsibility for these obligations will be unlimited and company liquidation phase.

(2) If, during the operation of the company, a shareholder is liable for its obligations to the capital contribution limits, liability will be limited to this contribution in the event of liquidation of the company.


(3) The associate in fraud of creditors, abuse the limited nature of its liability and the separate legal personality of the company meet its outstanding obligations unlimited.


(4) The member's responsibility is unlimited under par. (3), especially when he has the goods society as such its goods own or if deplete company assets for personal benefit or third parties knew, or must have known, that in this way the company will not be able to perform its obligations. "


177. In Article 253, paragraphs (2) - (5) shall read as follows:
" (2) the liquidators have the same responsibility as administrators, namely members of the directorate.

(3) The liquidators are obliged, immediately after taking office, as with officers and directors or members of the Executive Board, to make an inventory and conclude a balance sheet to ascertain the exact status of assets and liabilities of the company, and to sign them.


(4) Liquidators are obliged to receive and keep the assets of the company, records that were entrusted to directors, namely members of the directorate and company documents. They also will keep a register of all liquidation operations in chronological order.


(5) Liquidators fulfill their mandate under the supervision of auditors. In the case of joint stock companies organized in the two-tier system, the liquidators fulfill their mandate under the supervision of the supervisory board. "


178. Article 255 (2) reads as follows:
" ( 2) in the absence of specific provisions in the memorandum or in the act of their appointment, the liquidators can not mortgage the company's assets, unless authorized by the court. "
179. in Article 263, after paragraph (1) shall introduce two new paragraphs (1 1) and (1 ^ 2), as follows:
"(1 1) the financial statement signed by the liquidators shall be submitted to be registered and published on the internet trade register Office.
(1 ^ 2) The provisions of art. 185 par. (3) shall apply accordingly. "
180. In Article 264 (3) reads as follows:
" (3) If the majority was not obtained, the appointment is made by the court at the request of any of the directors or members of the Executive Board, or of the associates, summoning society and those who requested it. Against the sentence the court can only declare appeal within 15 days of delivery. "
181. In Article 265 (1) reads as follows:
" Art. 265. - (1) The directors or members of the directorate, the liquidators will submit a report on the management, for the time since the last financial statement approved by the commencement of liquidation. "
182. In Article 266, paragraph (1) reads as follows:
"Art. 266. - (1) If one or more directors or Executive Board members are appointed liquidators, the report on 'administrative, respectively directorate, will be filed with the Trade Register and will be published in the Official of Romania, Part IV, with the final liquidation balance sheet. "
183. After Article 270, insert two new articles 270 and 270 ^ 2 ^ 1, as follows:
" Art. 270 ^ 1. - If the company in liquidation is insolvent, the liquidator is obliged to request the opening of insolvency proceedings. In terms of insolvency law, creditors may request the opening of insolvency proceedings against the company which is under liquidation.
Art. 270 ^ 2. - Noting that the conditions laid down by the bankruptcy, the bankruptcy judge will order the opening of the simplified procedure of insolvency. "

184. The heading of Title VIII reads as follows:
'TITLE VIII
offenses and crimes "
185. After heading of Title VIII is a new article, Article 270 ^ 3, as follows:
"Art. 270 ^ 3. - (1) Violation of Art. 74 is a contravention and is punishable by a fine of 2,500 lei 5,000 lei.

(2) Violation of art. 73 ^ 1 is a contravention and is punishable by a fine of 5,000 lei to 10,000 lei.


(3) ascertained and the sanctions under par. (1) and (2) shall be performed by bodies with control of the Ministry of Finance - National Agency for Fiscal Administration and its territorial units. "


186. Article 272 reads as follows:
"Art. 272 ​​- shall be punishable with imprisonment from 1 to 3 years the founder, manager, director or legal representative that:
1. Acquires its behalf, shares of other companies at a price that you know clearly that exceed their actual or sell, on behalf of the company, shares that it holds at prices about which it knows are obviously lower their real value in order to obtain for him or others, a benefit to the detriment of society;
2. uses in bad faith, goods or credit enjoyed by the company, for a purpose contrary to its interests or his own benefit or to favor a another company that has interests, directly or indirectly;
March. borrow in any form, directly or through an intermediary, the company that manages, from a company controlled by it or by a company controls the company, which he manages, the borrowed amount is higher than the limit laid down in art. 144-4 par. (3) a) or make one of these companies to issue any guarantee for own debts;
4. infringes art. 183. "
187. After Article 272 introduces a new Article 272 ^ 1, as follows:
" Art. 272 ^ 1. - Shall be punishable with imprisonment from 2 to 8 years old founder, manager, director or legal representative that:
1. spreading false news or uses other fraudulent means have the effect of raising or lowering the value of the shares or debentures of the company or other securities that belong in order to obtain for himself or for another person, an advantage to the detriment of society;
2. collect or pay dividends in any form of fictitious profits or which could not be distributed, the lack of wealth or contrary to those resulting from this. "
188. After Article 280, three new articles, Article 280 ^ 1 - 280 ^ 3, as follows:
"Art. 280 ^ 1. - Transmission notional shares or shares held in a company, in order to avoid prosecution or in order îngreunării, constitutes an offense punishable by imprisonment for 2-8 years.
Art. 280 ^ 2. - Determination of the registration of a company under a false constitutive act constitutes a crime punishable by imprisonment for 2-8 years.
Art. 280 ^ 3. - Use with science, provisions erased as a society to fulfill obligations stipulated by the law or regulations of a society created in the manner provided for in art. 280 ^ 2 in order to produce legal effects, constitutes an offense punishable by imprisonment for 2-8 years. "
189. After 282 introduces a new Article 282 ^ 1, as follows: | || "Art. 282 ^ 1. - For the offenses referred to in this title shall be exercised ex officio prosecution. "Article II




Law no. 26/1990, republished in the Official Gazette, part I, no. 49 of 4 February 1998, as amended and supplemented, amended and supplemented as follows:
1. in Article 1, paragraph (1) four new paragraphs (1 ^ 1) - (1-4), as follows:
"(1 1) the documents submitted in support of applications for registration in para. (1) shall be written in Romanian.
(1 ^ 2) Merchants can request and Disseminate documents provided in par. (1), certified translation in one of the official languages ​​of the Member States of the European Union.
(1 ^ 3) National Trade Register Office provides access to copies provided in par. (1 ^ 2) under the same conditions as the documents in Romanian.

(1 ^ 4) In the event of the document translated in Romanian and certified to ensure publicity, the company may not oppose others translated text; But they may oppose certified translation company, unless the company proves that they knew the original version published in accordance with the law. "
2. Article 3 introduce two new paragraphs (2) and (3) as follows:
"(2) application for registration / registration of particulars and documents attached to it in electronic form, having incorporated, attached to or logically associated extended electronic signature, can be sent by electronic mail.

(3) If the application for registration / registration is transmitted according to para. (2) completion of the delegate judge shall be communicated electronically communication date is considered the date that it becomes available to the recipient, as well as on paper. "


March. In Article 4 ( 2) reads as follows:
"(2) trade register is obliged to issue, at the expense of a request, certified copies of records made in the register of the documents presented and information about the data stored the trade register and attestations that a particular act or fact is or is not registered. "
4. in Article 4, (3) the following two new paragraphs (4) and (5), as follows content:
"(4) Upon request, the documents in para. (1) shall be issued electronically transmitted online, having incorporated, attached or logically associated extended electronic signature.

(5) The fees charged for children and / or information, regardless of how they are supplied shall not exceed the administrative costs of their release. "


5. In Article 10, paragraph (3) reads as follows:
"(3) current and capital expenditures of activity related to the National trade register Office and the trade register offices attached to tribunals is made from fees charged under art. 11. "
6. Article 11 (2) reads as follows:
" (2) The fees and charges levied are paid at the cashier Trade Register Office or by transfer to the account of the National Trade Register Office, opened at the State Treasury. "
7. Article 22 (3) reads as follows:
" (3) the terms of office shall be registered within 15 days of receipt of the certified copy of the judgment final on facts and documents in art. 21 lit. e), f) and g), unless otherwise provided by law. "
8. Article 23 shall read as follows:
" Art. 23. - (1) The trader who opens branch must request their registration with the Trade Register at the headquarters of each branch.

(2) The application shall include:


A) name of the branch that contains the name / name and legal form of the trader, the locality where its head office is located, followed by the word "branch" and the town where her office is situated;


B) the registered branch;


C) the activity of the branch;


D) name, place and date of birth, identification number, address and nationality of the trader's representative, natural entity name, domicile and nationality of the trader's representative, legal person, who are directly the activity of the branch, stating if the powers were conferred to be exercised jointly or separately;


E) information which is registered in the trade register registration number trader.


(3) The application is accompanied by the following:


A) proof branch premises;


B) self-declarations of persons authorized to represent the branch, showing that they meet the legal conditions for holding such qualities;


C) specimen signatures of persons authorized to represent the branch.


(4) Trade Register at the headquarters branch transmits the Trade Register Office at the headquarters of the trader an excerpt of the recording carried to be mentioned in the Trade Register respectively.


(5) the publication provided for in this Article shall be made by the trader referred to in para. (2) d). "


9. Article 24 reads as follows:

"Art. 24. - (1) The trader with headquarters overseas trade opening branches in Romania must request their registration with the Trade Register at the headquarters of each branch.

(2) Application It will include the following:


a) name / designation trader from abroad and the legal form and name of the branch if different from the trader


b) register the foreign trader is registered and registration number;


c) the registered office;


d) the activity of the branch;

| || e) name and quality of the merchant representatives abroad and those who are directly the activity of the branch, with an indication of whether the powers that were conferred to be exercised jointly or separately;


f ) on branches of companies from countries that are not members of the European Economic Area, indicate merchant and applicable law.


(3) In the commercial register shall be submitted to the branch headquarters:


A) statutes trader from abroad if they are contained in a separate instrument, with all amendments to these documents or updated articles of incorporation, the certified translation;


B) to the branches of traders from countries not members of the European Union or the European Economic Area, the documents proving the trader's registered office abroad, the object of its activity and at least annually, the amount of subscribed capital, if this information is not included in the documents referred to in subparagraph a);


C) a certificate, the certified translation from the register in which the trader is registered abroad, attesting to the existence of the company;


D) annually, the financial situation of the trader abroad, approved, verified and published according to the law of the State where the trader is domiciled / registered office, which will be subject to the same formalities of publication provided for Romanian companies' financial statements;


E) if the foreign trader who opens a branch in Romania has its registered office in a Member State of the European Union, accounting documents of the foreign trader, as they are prepared, audited and published in accordance with the law Member State governing foreign trader;


F) if the foreign trader who opens a branch in Romania is governed by the law of a Member State of the European Union or the European Economic Area, the records of the entity abroad, as they are prepared, audited and published in accordance with the law in Romania, except where the law governing foreign trader provides accounting rules equivalent to those in force in the European Union;


G) proof branch premises.


(4) If applicable, particulars of records:


A) the opening of a judicial or extrajudicial insolvency proceedings on the trader abroad;


B) dissolution of the company abroad, the name and powers of liquidators, termination of the liquidation;


C) closure of the branch.


(5) If a trader with headquarters abroad set up several branches in the country, documents provided in par. (3) - (4) shall be submitted only to one branch, merchant choice in the trade register in which are recorded other branches, specifying which register which ensures the publication formalities.


(6) the publication provided for in this Article shall be made by the branch, provided in par. (2) e). "


10. After Article 26 insert a new Article 26 ^ 1, as follows:
" Art. 26 ^ 1. - (1) National Trade Register Office has standing to bring and may intervene in any proceedings concerning registration in the trade register interest being presumed compliance and consisting of general business activity.

(2) The requests submitted by the National Trade Register Office under this law are not subject to stamp duty or stamp justice. "


11. In Article 51, three new paragraphs (2) - (4) as follows:
"(2) entries in the commercial register are electronically, both in the trade register offices attached to tribunals and at the central computerized register.


(3) Applications and documents submitted in support thereof, received in paper or electronic form, archived by the National Trade Register Office in electronic form.


(4) Notwithstanding the provisions of paragraph. (3), applications submitted before the entry into force of this Act shall be filed electronically, the trader requests registered or certified copies of the applicant. "





Article III (1) entities that have branch status, but are called branches, established before the entry into force of Government emergency Ordinance no. 32/1997 amending and supplementing Law no. 31/1990, will proceed to accurate their legal status and legal formalities for achieving appropriate public status, within 3 months from the entry into force of this law.


(2) in case of violation of the provisions of para. (1 ), art. 44 and 46 of Law no. 26/1990, republished, with subsequent amendments will become applicable.


(3) from 1 January 2007 statements annual financial statements and attached supporting documents, referred to in art. 185 par. (1) of Law no. 31/1990, republished, as amended and supplemented, modified according to this law, will be submitted only to the Trade Register.


(4) This Law shall enter into force on 1 December 2006 with the exception of Art. II pt. 4 and 11, which will enter into force on 1 January 2007.


(5) Within nine months of the entry into force of this law, joint stock companies will do the necessary formalities satisfy the requirements of Art. 137 par. (2) art. 138 ^ 1, art. 140 ^ 1 par. (3) and art. 143 par. (4) of Law no. 31/1990, republished, as amended and supplemented.


(6) Law no. 31/1990, republished in the Official Gazette of Romania, Part I, no. 1066 of 17 November 2004, as amended and supplemented and amended and supplemented by this law, and Law no. 26/1990, republished in the Official Gazette of Romania, Part I, no. 49 of 4 February 1998, as amended and supplemented and amended and supplemented by this law will be reissued within 30 days of the entry into force of this law, posing a new numbering.


This law was adopted by the Parliament of Romania, in compliance with art. 75 and Art. 76 para. (1) of the Romanian Constitution.

Chamber of Deputies Bogdan Olteanu SENATE


Nicolae Vacaroiu Bucharest, November 27, 2006.
No. 441. -------

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