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Law No. 1 Of 21 February 2005 (Republished) Regarding The Organization And Operation *)

Original Language Title:  LEGE nr. 1 din 21 februarie 2005 (*republicată*) privind organizarea şi funcţionarea cooperaţiei*)

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LEGE no. 1 1 of 21 February 2005 (* republished *) on the organisation and functioning of the cooperation
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 368 368 of 20 May 2014



________ * *) Republicated pursuant to art. 248 248 of Law no. 187/2012 for the implementation of Law no. 286/2009 on the Criminal Code, published in the Official Gazette of Romania, Part I, no. 757 of 12 November 2012, corrected in the Official Gazette of Romania, Part I, no. 117 117 of 1 March 2013, as amended, giving the texts a new numbering. Law no. 1/2005 was published in the Official Gazette of Romania, Part I, no. 172 172 of 28 February 2005 and has been amended by: - Government Emergency Ordinance no. 37/2011 to amend and supplement Accounting Law no. 82/1991 and for the modification of other incident normative acts, published in the Official Gazette of Romania, Part I, no. 285 285 of 22 April 2011, approved by Law no. 32/2012 , published in the Official Gazette of Romania, Part I, no. 181 181 of 21 March 2012; - Law no. 71/2011 for the implementation of Law no. 287/2009 on the Civil Code, published in the Official Gazette of Romania, Part I, no. 409 of 10 June 2011, with subsequent amendments and completions; - Law no. 76/2012 for the implementation of Law no. 134/2010 on the Code of Civil Procedure, published in the Official Gazette of Romania, Part I, no. 365 365 of 30 May 2012, as amended. + Title I General provisions + Chapter I Scope of application + Article 1 This law regulates the general framework of organization and functioning of the cooperation. + Article 2 Cooperation is a specific sector of the economy that operates through cooperative societies and other forms of association at territorial and national level. + Article 3 Credit cooperatives and central houses of credit cooperatives, which are regulated by special law, are not subject to this law. + Article 4 Grade 1 cooperative societies may be constituted in one of the following forms: a) handicraft cooperative societies-associations of natural persons who jointly carry out production, marketing of goods, execution of works and services, who contribute, directly or indirectly, to the development of the craft activities of their cooperative members; b) consumer cooperative societies-associations of natural persons who jointly carry out activities to supply cooperative members and third parties with products that they buy or produce and service activities to members their cooperators and to third parties; c) cooperative capitalizing companies-associations of individuals that are constituted in order to capitalize on their own products or acquired through direct distribution or direct processing and distribution; d) agricultural cooperative societies-associations of individuals that are constituted with the aim of jointly exploiting the agricultural areas owned by the cooperative members, to jointly carry out works of land improvements, to jointly use machines and installations and to capitalize on agricultural products; e) cooperative housing societies-associations of individuals that are constituted in order to build, buy, preserve, renovate and manage housing for their cooperative members; f) fishing cooperative societies-associations of natural persons who are established in order to establish fish farms and aquaculture, to produce, repair, maintain and buy equipment, machinery, installations, fishing boats, such as and to fish, process and distribute fish products; g) cooperative transport companies-associations of individuals that are constituted with the purpose of carrying out transport activities and related activities, for cooperative and third-party members, for technical and economic improvement the transport activities carried out by the cooperating members; h) forest cooperative societies-associations of natural persons which are constituted in order to set up, exploit, regenerate and protect the forest fund owned by the cooperative members, taking into account the conditions imposed by the forestry regime; i) cooperative societies of other forms, which will be constituted in compliance with the provisions of this law. + Article 5 The name "cooperative society" and the particle "coop" can only be used by cooperative societies constituted in accordance with the provisions of this law. + Chapter II Definitions + Article 6 Within the meaning of the present law, the following terms and expressions have the following meanings: a) constitutive act of the cooperative society-the inscription consisting of the company contract and the statute elaborated in accordance with the provisions of this law b) association of cooperative societies-juridical person without patrimonial purpose constituted by cooperative societies of the same form or of different forms for the purpose of representing the interests of the associated members, according to the provisions of this law; c) professional association-legal person without patrimonial purpose constituted by cooperative societies in accordance with the provisions Government Ordinance no. 26/2000 on associations and foundations, approved with amendments and additions by Law no. 246/2005 , with subsequent amendments and completions, having as its object of activity the information, documentation and professional improvement of the cooperative members, as well as promotional actions for its own services and products; d) Consultative council of the cooperation-body without legal personality with advisory role, constituted in accordance with the provisions of this law; e) cooperative member-natural person who submits an application for registration and subscribes to the social capital of the cooperative society the contribution provided by the articles of association; legal entities participating in the formation of cooperative societies of the degree 2 will be considered cooperative members in these companies; f) founding member-natural person or legal person who signs the constitutive act of the cooperative society; g) cooperative bonds-negotiable securities issued, under the law, by cooperative societies, in material, nominative and interest-bearing form; h) cooperative organizations-consumer cooperatives, handicraft cooperatives, handicraft cooperative societies, cooperative societies on craft actions, small craft cooperatives and their associations, existing on the date of entry into force of the present law; i) divisible part-part of the assets of the cooperative society comprising the value of the shares issued in exchange for the contribution of the cooperative members to the share capital, as well as the dividends due to the cooperating members j) indivisible part-part of the assets of the cooperative society, accumulated by it in the course of the activity, less the divisible part, which cannot be the subject of distribution or acquisition between the cooperative members; k) social parts-divisions of the social capital, nominative, issued in material form, of equal value, indivisible, non-negotiable and which are not interest-bearing; l) cooperative society of grade 1-legal person constituted by individuals and registered in accordance with the provisions of this law; m) cooperative society of the 2nd degree-legal person constituted of cooperative societies of grade 1, in the majority, and other natural or legal persons, for the purpose of horizontal or vertical integration of the economic activity carried out by these, and registered in accordance with the provisions of this law; n) union-legal person without patrimonial purpose, if by special law it is not provided otherwise, constituted by cooperative societies of the same form and their associations, at county level, of Bucharest municipality and at national level, in order to represent and promote the economic, social and cultural interests of the cooperative members and associated members, according to the provisions of this law. + Title II Cooperative societies + Chapter I Establishment of cooperative + Article 7 (1) The cooperative society is an autonomous association of natural and/or legal persons, as the case may be, constituted on the basis of the free consent expressed by them, in order to promote the economic, social and cultural interests of the cooperative members, being jointly owned and democratically controlled by its members, in accordance with the cooperative principles. (2) The cooperative society is an economic operator with private capital. (3) The cooperative principles referred to in par. ((1) are: a) the principle of voluntary and open association, according to which cooperative societies are voluntary organizations that are constituted on the basis of free consent and are open to all persons capable of using their services and who are of agree to assume the responsibilities of the cooperative membership, without any discrimination on the basis of nationality, ethnic origin, religion, political affiliation, social origin or sex; b) the principle of democratic control of cooperative members, according to which cooperative societies are democratic organizations that are controlled by cooperative members who participate in the establishment of policies and the adoption of decisions. Persons working as elected representatives shall be accountable to the cooperating members. In grade 1 cooperative societies, members have equal voting rights, each having a single vote, regardless of the number of social parts held; c) the principle of economic participation of cooperative members, according to which the members contribute fairly to the establishment of the property of the cooperative society, exercising democratic control over it. At least part of this property is indivisible. The cooperative members shall, as a rule, receive limited compensation in money or in kind, from the profit established on the basis of the annual financial situation and the profit and loss account, in proportion to the share of the share capital. The cooperative members allocate from the net profit of the cooperative society the amounts necessary to achieve the following goals: development of cooperative society, reward of cooperative members in relation to participation in cooperative society or support for other activities approved by the cooperating members; d) the principle of autonomy and independence of cooperative societies, according to which cooperative societies are autonomous organizations based on self-aids and are controlled by their members. The entry into legal relations with other natural or legal persons, including the Government, or the attraction of financing from external sources is made with the provision of democratic control of the cooperative members and with the maintenance of the autonomy of the companies cooperatives; e) the principle of educating, training and informing cooperative members, according to which cooperative societies ensure the education and training of their members, elected representatives, executives or employees, so that they can contribute effectively to the development of the cooperative societies of which they belong Cooperative societies inform the public, especially youth and opinion leaders, about the nature and advantages of cooperation; f) the principle of cooperation between cooperative societies, according to which cooperatives serve their own members and strengthen the cooperative movement. Cooperative societies work together within local, national, regional and international structures; g) the principle of concern for the community, according to which cooperative societies act for the sustainable development of their communities, through policies approved by their members. (4) The principles stated in par. (3) are not normative, being used for the interpretation and application of the provisions of this law. + Article 8 (1) In order to achieve the purpose for which it was constituted, the cooperative society may carry out any activities permitted by law. ((2) The activities carried out by the cooperative societies shall be subject to the authorisation regime provided for by the specific legislation + Article 9 (1) The social capital of the cooperative society is variable and may not be less than 500 lei. (2) The minimum share capital must be subscribed and paid in full at the date of establishment of the cooperative society. (3) The social capital of the cooperative society shall be divided into equal shares, the nominal value of which shall be determined by the articles of association, which shall not be less than 10 lei. + Article 10 The cumulative participation of the cooperative societies of the 1st degree in the formation of the social capital of the cooperative society of the 2nd degree cannot be less than 67%. + Article 11 A cooperating member may hold shares within the limit and under the conditions laid down in the Articles of Association, without being able to exceed 20% of the share capital. + Article 12 The minimum number of cooperative members of a cooperative society shall be established by statute, but shall not be less than 5. + Article 13 ((1) Cash ports are compulsory in the formation of cooperative societies. ((. Aports in kind shall be admitted to cooperative societies. The in-kind contributions are made by transferring the corresponding rights and by effectively handing over to the cooperative society the goods in use. ((3) The claims may not constitute a contribution to the formation or increase of the share capital (. Cooperative members shall receive social shares in exchange for their written contributions. + Article 14 (1) The cooperative society is constituted by a contract of company and status, which may be concluded in the form of a single inscription called a constituent act. (. The Articles of Association shall be concluded under private signature and shall be signed by all the founding members. (3) The authentic form of the articles of association is mandatory when among the goods subscribed as a contribution to the share capital there is a building. ((4) Any of the founding members, administrators or persons empowered by them shall request, within 15 days from the date of signature of the articles of association, the registration of the cooperative society in the trade register in whose radius territorial will have the headquarters of the cooperative company, in accordance with the legal provisions in force, in order to obtain the unique registration certificate, by concluding the judge-delegate. ((. Where there are contributions in kind, the delegated judge shall, within 5 days of the registration of the application, appoint one or more experts from the list of authorized experts. They will draw up a report including the description and assessment of each good reported and will highlight whether its value corresponds to the number and value of the social parts granted in return, as well as other items indicated by the judge-delegate. For new mobile goods the value in the invoice will be taken into account. (6) The report shall be submitted within 15 days to the trade register office and may be examined by the personal creditors of the associates or other persons. Full or partial copies of the report may be issued at the request and at their expense. (7) No experts may be appointed: a) the relatives or afinii to the fourth degree, including the spouses of those who constituted contributions in kind or of the founders; b) persons who receive, in any form, for the functions they perform, other than that of expert, a salary or remuneration from the founders or from those who constituted contributions in kind. (8) After verifying the fulfilment of the conditions established by this law, the delegated judge will order, by conclusion, the registration of the cooperative society in the commercial register and the publication in the Official Gazette of Romania, Part VI, in compliance with provisions Law no. 359/2004 on the simplification of formalities when registering in the commercial register of natural persons, family associations and legal persons, their tax registration and the authorization of the officials of legal persons, with subsequent amendments and completions. (9) The cooperative society is a legal person from the date of registration in the commercial register. + Article 15 Cannot be founding members persons who, according to the law, are incapable or who have been convicted of crimes against heritage by disregarding trust, corruption offences, embezzlement, crimes of forgery in documents, evasion tax, offences provided by Law no. 656/2002 for the prevention and sanctioning of money laundering, as well as for the establishment of measures to prevent and combat the financing of terrorism, republished, as amended, or for the crimes provided by this law. + Article 16 (. The constitutive act of a cooperative society shall contain at least the following provisions: a) the name, surname, personal numerical code, place, date of birth, domicile, citizenship of the cooperating member, natural person; name, seat, nationality and unique registration code of the cooperating member, legal person; b) form and degree of cooperative society; c) the name of the cooperative society, together with the words "cooperative society" and, where applicable, the emblem d) the headquarters of the cooperative e) the object of activity of the cooperative society, with the specification of the main domain and activity; f) the subscribed and paid share capital, with the mention of the contribution of each cooperating member, in cash or in kind, the value of the contribution in kind and the way of valuation; g) the number and nominal value of the shares, as well as the number of shares assigned to each cooperating member for its contribution; h) the duration of the cooperative i) name and surname, personal numerical code, place and date of birth, domicile and citizenship of administrators, individuals; name, seat, nationality and unique registration code of administrators, legal entities; j) surname and surname, personal numerical code, place and date of birth, domicile and citizenship of censors; k) how to acquire and lose the quality of the cooperating member; l) the rights and obligations of cooperative members; m) the way of convening the general meeting of the cooperating members, its duties and the conditions of validity of its decisions; n) secondary offices-branches, agencies, representatives or other such units without legal personality, when a date is set up with the cooperative society, or the conditions for their subsequent establishment, if such establishment; o) the way of alienation or transmission of the use of buildings or land in the patrimony of cooperative society; p) the way of dissolution and liquidation of the cooperative society and the destination of the net asset. (2) Cooperative societies are obliged to carry out the activities provided by the articles of association exclusively with the cooperative members, if by the articles of association it is not provided otherwise. + Article 17 The cooperative society based in Romania is the Romanian legal person. + Article 18 (1) The subsidiaries are cooperative societies with legal personality and are established under the conditions provided by this law. ((2) The branches are dismembered without legal personality of the cooperative societies and shall be registered, before the start of their activity, in the commercial register of the county in which they will operate. (3) If the branch is established in a locality in the same county or in the same locality as the founding cooperative society, it will be registered at the same office of the trade register, but distinct, as an independent registration. (4) The legal regime of the branch shall apply to any other secondary establishment, irrespective of the way in which it is referred to, to which the cooperative company which establishes it assigns it status as a branch. ((5) The other secondary offices-agencies, representatives or other such establishments-shall be mentioned only in the framework of the registration of the cooperative society at the trade register office within the territorial area in which the main office is located. (6) No secondary premises may be established as a subsidiary. + Article 19 Cooperative societies cannot reorganize or transform into companies regulated by Company law no. 31/1990 , republished, with subsequent amendments and completions, constituted according to the provisions Law no. 31/1990 , republished, with subsequent amendments and completions, or in family associations according to the provisions of the legislation on the authorization of individuals and family associations that carry out economic activities independently. + Article 20 Art. 46 46-59 and of art. 60 60, 63 and 64 of Law no. 31/1990 , republished, with subsequent amendments and completions, shall also apply accordingly to cooperative societies. + Chapter II The quality of the cooperating member. Rights and obligations + Article 21 (1) Any natural person who has reached the age of 16 years, as well as any legal person who falls within the provisions of art. 6 lit. e). (2) The articles of association may provide that the cooperative member, natural person or legal person, must reside or be based in the territorial area of activity of the cooperative society. + Article 22 (. The application for registration in a cooperative society shall include at least the following data: a) the name, surname, personal numerical code, place, date of birth, domicile and citizenship of the cooperating member, natural person; name, seat, nationality and unique registration code of the cooperating member, legal person; b) the total number and value of the social parts which he wishes to subscribe; c) the value of the subscribed contribution to the cooperative society; d) the mention that he became aware of the provisions of the Articles of Association of Cooperative Society e) date of application and signature of the applicant (2) The articles of association may provide that other data may be included in the application for registration. + Article 23 (1) The application for registration shall be settled at the first general meeting of the cooperative members meeting after the date of registration of the application. (2) The decision of the general meeting, by which the application is resolved, shall be communicated in writing to the applicant, by registered letter with acknowledgement of receipt, within 10 days from the date on which the request was resolved. + Article 24 (1) At the time of registration in the cooperative society, each cooperating member must shed a minimum of 30% of the value of the subscribed social parts. The difference shall be shed by the cooperating member within 12 months from the date of enrolment in the cooperative society. (2) Until the full payment of the amount corresponding to the shares, the dividends due to the cooperating member shall be retained on account of payments due. + Article 25 (1) The obligations of the cooperative society are guaranteed by its assets. (. Cooperative members shall be kept for the obligations of the cooperative society within the limits of the subwritten intake of each + Article 26 (. The cooperative membership shall cease in any of the following situations: a) the withdrawal of the cooperative member from the cooperative society; b) exclusion of the cooperative member from the cooperative society; c) the death of the co-operative member, the individual, respectively the cessation, under the law, of the activity of the cooperative member d) termination, under the law, of the quality of legal person of the cooperative society, under the conditions provided by this law and the articles of association of the cooperative society. (2) The constitutive act of the cooperative society may provide for a period within which the cooperative members may not withdraw from the cooperative society, which may not be more than 3 years. + Article 27 The notification of withdrawal of cooperative members from the cooperative society shall be submitted to the chairman of the cooperative society, which is required to inform the board of directors and the general meeting at the first meeting. + Article 28 (. Cooperative members may be excluded from the cooperative society in one of the following cases: a) have not shed the difference from the value of the social parts subscribed within the period provided by this law, after having been put in delay by registered letter with acknowledgement of receipt; b) no longer meet the conditions laid down by the articles of association or the present law to be members of the cooperative society; c) become cooperative members in competing cooperative societies or carry out competitive activities on their own or in another person's account. (2) The exclusion decision shall be taken by the general assembly and shall be communicated within 15 days to the cooperating member, by registered letter with acknowledgement of receipt. + Article 29 In the event of death, the quality of the cooperating member shall cease on the day of death and the property rights of the successor shall be determined on the basis of the annual financial statement concluded at the end of the financial year of the year in which the death + Article 30 (1) Upon termination of the cooperative membership, it or, as the case may be, its successors shall be entitled to pay the consideration of the shares and dividends due in accordance with the annual financial statement concluded at the end of the financial year of the year in which the termination case intervened. (2) The Articles of Association must provide for the period within which the cooperative society is liable for payment, which may not be more than 2 years after the date of birth of the law. + Article 31 Cooperative members shall have the following rights: a) to participate in general meetings, to exercise the right to vote at the adoption of decisions and to propose measures to improve the activity of the cooperative society; b) to choose and be elected to the governing bodies of the cooperative society; c) to benefit from the facilities and services offered by the cooperative society; d) to receive dividends from annual profit, in proportion to participation in the share capital; e) to request and receive from the administrators information on the economic and financial activity of the cooperative society; f) to consult the minutes of the general meetings; g) to request the convocation of the extraordinary general meeting of the cooperative members, according to the provisions of the Articles of Association and of the h) to request the inclusion on the agenda of the general meeting of cooperative members of new problems; i) to prosecute the decisions of the general meeting of the cooperative members under the conditions provided for by this Law; j) to withdraw from the cooperative society under the conditions provided by the Articles of Association and this Law; k) to exercise any other rights provided by the constitutive act of the cooperative society and the present law. + Article 32 Cooperative members shall have the following obligations: a) to shed at the time limits the value of the subscribed contribution in the cooperative society; b) to carry out the decisions of the general meeting and of the other governing bodies of the cooperative society; c) not at the same time be cooperative members in competing cooperative societies and not to exercise the same trade or other competitor on their own account or on behalf of another person; d) respect the values and principles of the cooperative movement; e) comply with the provisions of the Articles of Association of Cooperative + Article 33 (. The following categories of relations may exist between the cooperative society and the cooperating member: a) patrimonial, embodied by the obligation of the cooperative member to submit social parts and/or contributions in kind; b) work, in the case of cooperative members associated to work and capital, under the individual employment contract or individual labor agreement, as the case may be, concluded/concluded with the cooperative society of which it is a member; c) trade cooperatives for the supplies of products and services performed by the cooperating member for the cooperative society as an independent economic operator. ((2) Revenue from independent activities shall be taxed on the basis of tax regulations established for income tax. (3) For cooperative societies, the employment relationships of cooperative members may be regulated by special law. + Chapter III Organisation of cooperative + Section 1 General Assembly + Article 34 (. The general assembly shall be composed of all the cooperating members. (2) General meetings are ordinary and extraordinary. (. The General Assembly shall be convened by the Management Board or by the sole administrator, as the case may be. (4) Convocation is made either by registered letter with acknowledgement of receipt, or by signing the convener of each cooperating member and publishing at least 15 days before the date of the general meeting in one of the spreading newspapers from the locality where the headquarters of the cooperative society or the nearest locality are located. (. The term of assembly shall in no case be less than 15 days after the publication of the convocation. (6) The convocation will include the place, date and time of the young general assembly, as well as the agenda, with the explicit mention of all the issues that will be the subject of the assembly debates. (7) When proposals are on the agenda for amending the Articles of Association, the convocation will have to include the full text of the proposals. + Article 35 (. The Management Board or the sole administrator, as the case may be, shall be obliged to convene the general meeting at the request of at least one tenth of the total number of the cooperating members, the censors or where it finds that, following some losses, the net asset, determined as the difference between the total assets and liabilities of the cooperative company, represents less than half of the value of the share capital or that the number of cooperative members has been reduced below the legal minimum. (2) The general meeting will take place within 30 days of the request or from the date of finding of losses or reduction of the number of cooperative members below the legal minimum. ((3) If the board of directors or the sole administrator, as the case may be, does not convene the general meeting, upon referral to any of the cooperating members who have requested the convocation, the competent court in whose territorial area shall have the headquarters of the cooperative society, with the citation of the parties, will be able to order the convocation, designating among the cooperating members the person who will + Article 36 (1) At the first convocation, the ordinary general meeting is legally constituted in the presence of half plus one of the number of cooperative members and may make valid decisions with the majority of the votes of the cooperating members present, and the general meeting extraordinary is legally constituted in the presence of three-fourths of the number of cooperative members and may make valid decisions with the majority of votes of the cooperating members present. ((2) If the requirements referred to in paragraph 1 are not met. (1), the ordinary general meeting which will meet at the second convocation may deliberate on the issues listed on the agenda, provided that at least one third of the number of the cooperating members is present, and may take valid decisions with the most votes of the cooperating members present. (3) If the conditions provided for in par. ((1), the extraordinary general meeting which will meet at the second convocation may deliberate on the issues listed on the agenda, provided that at least half of the cooperating members are present, and may take valid decisions. with the majority of the votes of the cooperating (4) If the conditions provided for in par. ((2) or (3), the ordinary or extraordinary general meeting shall be reconvened until the conditions laid down in the two paragraphs are met, as the case may be. + Article 37 In the cooperative society of the 1st degree each cooperating member has the right to a single vote, whatever the number of the social parts it holds. + Article 38 In the cooperative societies of the 2nd degree each cooperating member has the right to a single vote, whatever the number of the social parts it holds, if by the articles of association there is no provision for each cooperating member to have the right to vote multiple limited in proportion to its participation in the social capital of the cooperative society. + Article 39 (1) A cooperative member may be represented in general meetings only by another cooperating member, in accordance with the provisions of the articles of association. (2) In cooperative societies which have more than 200 cooperative members, it may be established by the articles of association that the cooperative members are represented in the general assembly, on the basis of the norm of representation, by other cooperative members mandated in this regard. ((3) The mandate is not transmissible. + Article 40 (. The ordinary general meeting shall meet at least once a year, no later than 4 months after the end of the financial year. (. The ordinary general meeting shall have the following powers: a) to debate, approve or modify the annual financial situation, after hearing the report of the administrators, censors or financial auditors, as the case may be, and to fix the amount of dividends; b) elect the president of the cooperative society c) to elect administrators and censors; d) establish the remuneration due to administrators and censors for the current year; e) to rule on the management of the administrators; f) establish the revenue and expenditure budget and, where applicable, the work programme, for the following financial year; g) decide to entrust the management of the cooperative company to an executive director and to establish the performance criteria for the management contract; h) to approve the registration of new cooperative members; i) to approve the exclusion of cooperative members; j) approve the constitution and use of the statutory or contractual reserve, as well as other reserves. + Article 41 The extraordinary general meeting shall meet whenever it is necessary to make a decision on: a) increase of the nominal value of the shares; b) change of form of cooperative society c) change of the company's headquarters d) increase of social capital; e) reduction of social capital; f) merger with other cooperative societies or division of cooperative society; g) the establishment or abolition of one or more units of the cooperative society; h) mortgage, pledging, as the case may be, the transmission into use or the alienation of tangible assets belonging to the cooperative society; i) the early dissolution of the cooperative society; j) the conclusion of association contracts between the cooperative society and other legal entities or individuals or the participation of the cooperative society in the share capital of other legal entities; k) issuance of cooperative bonds; l) approval of the registration of new cooperative members; m) any other modification of the articles of association or of any decision for which the approval of the extraordinary general meeting is requested. + Article 42 (1) The decisions of the general meeting shall be taken by open vote, unless otherwise provided by the articles of association. ((2) The secret vote is compulsory for the election of the president of the cooperative society, the board of directors or the sole administrator, as the case may be, and the censors, for their revocation and for the taking of decisions Administrators. ((3) Administrators may not vote on the basis of the social parts they possess, neither personally nor through the trustee, the discharge of the management or an issue concerning the person or their administration. + Article 43 The decisions of the general meeting of the cooperative members taken in accordance with the provisions of the Articles of Association and the present law shall be binding on all cooperating members, including the cooperating members who did not take part in the assembly or voted against. + Article 44 (1) In order to be opposable to third parties, the decisions of the general meeting shall be submitted within 15 days from the date of adoption, at the trade register office to be mentioned in the trade register and published in the Official Gazette of Romania, Part a Second. If these decisions involve the amendment of the constitutive act, only the addendum comprising the full text of the amended clauses can be published. (2) The decisions of the general assembly cannot be executed before these formalities are fulfilled. (3) The decisions of the general meeting contrary to the provisions of the present law and of the articles of association may be appealed within 15 days from the date of mention in the commercial register, by any of the cooperating members who took part in the general assembly and voted against or did not attend the general meeting. (4) If the judgment is appealed by all administrators, the cooperative society will be represented in justice by the person appointed by the president of the court between the cooperating members, who will carry out the mandate with which he was pregnant, until the general assembly convened for this purpose shall elect another person. ((5) The application for annulment shall be entered at the commercial section of the courthouse in whose territorial area the cooperative society is based. (6) If several actions have been brought in the annulment of the same judgment, they may be joined. (7) The final decision of cancellation will be mentioned in the commercial register and shall be published in the Official Gazette of Romania, Part VI. From the date of publication, the judgment is opposable to all cooperating members. + Section 2 Board of Directors + Article 45 (1) The administration and management of the cooperative society shall be provided by the sole administrator or the board of directors, composed of an odd number of members, elected by secret ballot for a period of 4 years, established by the articles of association, depending on the complexity of the cooperative society's business and the number of cooperative members. (2) The first administrators shall be appointed by the founding members. (3) The number of board members may not be more than 11. (4) The appointment and replacement of administrators shall be made exclusively by the general assembly. (5) The Board of Directors or, as the case may be, the sole administrator shall ensure the observance and fulfilment of the provisions of this Law, of the Articles of Association and of the decisions ((6) Members of the Management Board or the sole administrator, as the case may be, shall commence their business only after having signed the management contract in which the performance criteria approved by the General Assembly are provided. (7) For the work done, the members of the board of directors or the sole administrator, as the case may be, shall be remunerated with a fixed allowance, determined by the general meeting, outside the rights arising from the quality of the cooperating member. + Article 46 (1) Only persons who have the status of a cooperating member may be administrators in the cooperative society and meet the conditions laid down in art. 15. If other people have been chosen, they are deprived of their rights. (2) The finding of the fall shall be made by the general meeting and the decision shall be communicated to the trade register office in order to make the necessary particulars. ((3) The spouse, as well as the relatives and afines of the administrators, up to and including the third degree, may not be members of the same board of directors and shall not be the executive director of the respective cooperative society. + Article 47 (1) Board members may not be associates, shareholders, administrators, chief executives or censors in companies regulated by Law no. 31/1990 , republished, with subsequent amendments and completions, which have the same object of activity with that of the cooperative society. (2) Failure to comply with the prohibition (1) draws revocation from the membership of the board of directors and, depending on the seriousness of the deviation, may attract exclusion from the cooperative society and the liability for damages caused. + Article 48 (1) The administrators are obliged to submit, within 30 days of their choice, a monetary guarantee that may not be less than the value of ten shares. (2) For the non-submission of the guarantee within the period provided (1), the administrator in question shall be removed from office. ((3) The guarantee shall remain on the account of the cooperative society and may not be returned until after the administrator has been released from office, but not earlier than the date on which the general meeting approved the annual financial statement of the last financial year in which the administrator performed this function and gave him the download. + Article 49 The signatures of the administrators must be submitted to the trade register office, together with the certificate issued by the censors, resulting from the submission of the guarantee. + Article 50 (1) The administrators may make all the operations required for carrying out the object of activity of the cooperative society, apart from the restrictions shown in the articles of association. ((2) The administrators shall be obliged to take part in all the general meetings of the cooperative society, the meetings of the boards of directors and the governing bodies similar to them. + Article 51 (1) Administrators who have the right to represent the cooperative society cannot transmit it unless this faculty has been expressly granted it. (2) In case of violation of the provisions ((1), the cooperative society may claim from the substituted the benefits resulting from the operation. (3) The administrator who, without right, substitutes another person shall be jointly and severally liable for any damage caused to the cooperative society. + Article 52 (. The Board of Directors shall meet at the convocation of the President, once a month, or whenever necessary. (. The Board of Directors shall deliberate in the presence of two thirds of its members, and the decision shall be adopted by the vote of the simple majority of the members present. (. The tasks of the members of the Management Board or of the sole administrator, as the case may be, the procedure of their choice and revocation, and the procedure for the adoption of decisions shall be established by the Articles of Association. + Article 53 (1) The liability of the members of the board of directors for acts committed or for omissions shall not extend to the members who have made to find themselves, in the register of meetings of the board of directors, their impotence and have this in writing on censors. (2) For decisions taken in meetings to which a member of the board of directors did not participate, he shall reply if, within one month of his becoming aware of them, he has not incunosed in writing the censors. + Article 54 The Management Board or the sole administrator, as the case may be, shall be obliged to keep records and registers provided for by the legislation in force and the articles of association. + Section 3 President of cooperative + Article 55 (. The President of the Cooperative Society shall be governed by the President of the Management Board or the sole administrator, (2) The chairman of the cooperative society shall ensure the management of the current activity of the cooperative society, the fulfilment of the decisions of the general meeting (3) The president of the cooperative society is elected among those cooperative members who have managerial qualities and experience in the field. (4) The president of the cooperative society represents the cooperative society in relations with third parties, within the limits of the duties established by the administration contract and by the articles of association + Section 4 Executive Director + Article 56 (1) The management of the cooperative society, with the approval of the general meeting of the cooperating members, may be entrusted to an executive director, on the basis of a management contract in which performance criteria are laid down; the Executive Director may not Be a cooperating member. (2) The Executive Director shall be appointed by the Management Board following a competition, under the conditions laid down in the Articles of Association. (3) Administrators may not be the executive director. + Section 5-a Censors + Article 57 (1) The general assembly of cooperative members of the cooperative society shall elect 3 censors and as many alternates, if a higher number is not provided by the articles of association. In all cases the number of censors must be odd. ((2) If the cooperative society has up to 50 cooperative members, the general assembly shall elect only one censor and one alternate. ((3) The censors shall be elected by the General Assembly for a term of 3 financial years. (4) Under the law, at least one censor must be an authorized accounting or accounting expert. (5) The mandate of the censors shall enter into force from their election by the General Assembly. They will continue to carry out their mandate until the new censors are elected, even if the period for which they were chosen has ended. (6) They cannot be censors, and if elected are deprived of their mandate, the persons belonging to the board, the spouse, the wife, the relatives and the affins up to the third degree inclusive, as well as the persons to whom it is prohibited administrator function according to the provisions of this law (7) The censors are obliged to submit, within 30 days of their choice, half of the guarantee required for the administrators. Accounting experts or authorized accountants shall be exempted from this obligation if they provide proof of the conclusion of professional liability insurance. (8) For the work done, the censors shall be remunerated with a fixed allowance fixed by the general meeting of the cooperating members. (9) The financial statements of the cooperative societies, which fall within the scope of the accounting regulations harmonized with the European Directives and international accounting standards, will be audited by financial auditors, individuals or legal entities, under the law. (10) The cooperative societies whose annual financial statements are subject, according to the law, to the financial audit will organize the internal audit according to the norms developed by the Chamber of Financial Auditors in Romania for this purpose. (11) In the cooperative societies whose annual financial statements are not subject, according to the law, to the financial audit, the ordinary general meeting of the cooperative members will decide to contract the financial audit or to appoint the censors, as the case may be. + Article 58 ((1) The censors are obliged to supervise the management of the cooperative society, to verify that the annual financial statements are legally drawn up and in accordance with the registers, whether the latter are regularly drawn up and whether the assessment of the assets was made according to the rules established for the preparation of annual financial statements. ((2) The censors are obliged to draw up a detailed report on the annual financial situation and the distribution of benefits and losses, which must be presented to the general meeting. (. The General Assembly shall approve the annual financial statement only if it is accompanied by the censors report. (4) The censors shall be obliged to inform the board of directors or the sole administrator, as appropriate, in writing, within 15 days from the date of the finding, any irregularities in the administration of the cooperative society and any violations of the the legal provisions and the articles of association which they find. ((5) If the censors find that, following losses, the net asset, determined as the difference between the total assets and liabilities of the cooperative company, represents less than half of the value of the share capital or finds the reduction the number of cooperative members under the legal minimum number are obliged to convene the extraordinary general meeting, when the board of directors or the sole administrator, as the case may be, does not comply with the deadline provided for ((6) The censors are obliged to communicate to the cooperating members or third parties data relating to the operations of the cooperative society subject to control, only at the meetings of the general meeting. + Chapter IV Social parts + Article 59 (. The social parts shall be issued in material form, in paper form, and shall include: a) the name, seat and duration of the cooperative society b) the date of the articles of association and the unique registration code c) the nominal value of the social part and the number of orders in the register d) the name, surname, place, date of birth, domicile, nationality and personal numerical code of the cooperating member, natural person; name, seat, nationality and unique registration code of the cooperating member, legal person, at Second-degree cooperative societies; e) signatures of at least 2 members of the board or the sole administrator, as the case may be. (2) The social parts may be transmitted only to cooperative members of the same cooperative society at face value. (3) The social parts cannot be the object of the pledge and are not negotiable securities. (4) The social parts are not interest-bearing. (5) The social parts cannot be used for the payment of personal debts of the cooperative members to the cooperative society or to third parties. + Article 60 (1) When a social part becomes the property of several persons, the cooperative society is not obliged to enroll the transmission while those persons do not designate a single representative for the exercise of the rights resulting from the social part. ((2) The amounts representing the value of the shares due to the cooperating member who have withdrawn and entered into another cooperative society may be transferred at the request of the cooperating member, with the agreement of both cooperative societies. + Article 61 The record of the cooperating members and the social parties shall be kept by the cooperative society in a special register. + Chapter V Cooperative bonds + Article 62 (1) The cooperative society may issue, under the law, nominal cooperative bonds, for an amount not exceeding 33% of the subscribed and paid-up share capital, according to the last annual financial statement approved by the general meeting. (2) The cooperative obligations of the same issue must be of equal nominal value and shall be issued in material form, in paper form. + Article 63 (. The cooperative obligations shall be reimbursed at maturity by the issuing cooperative society. (2) The annual interest rate granted to cooperative bonds shall be determined by the cooperative company issued by the subscription prospectus and may not exceed by more than 10% the level of reference interest established by the National Bank of Romania. + Chapter VI Legal regime of assets owned by cooperative society + Article 64 (1) The property of cooperative society is private. (2) The assets of the cooperative society shall be composed of the divisible part and the indivisible part. + Article 65 (1) Any alienation or transmission of the use of tangible assets, which are the property of the cooperative society, can be made only with payment, with the approval of the general meeting. (2) The constitutive act of the cooperating members may be granted a right of pre-emption, respectively preferably, to equal offers, to the purchase or take-over of buildings or land. In this situation the constitutive act must also provide for the term of exercising the right of preemption, respectively preferably. + Article 66 From the gross profit of the cooperative societies, at least 5% is taken every year for the constitution of the legal reserve, until it reaches a minimum of the fifth part of the share capital. If the legal reserve, after the constitution, has shrunk due to any cause, it will be duly completed. + Article 67 The articles of association may establish ways of establishing and using statutory or contractual reserves, as well as other reserves. + Chapter VII Cooperative society registers and annual financial situation + Article 68 ((1) In addition to the records provided by law, the cooperative society must draw up and keep: a) the register of cooperative members; b) register of meetings of the general meeting of the cooperating members; c) register of board meetings; d) the register of findings made by censors in the exercise of their mandate e) the register of contributions in kind to the social capital of the cooperative society; f) register of social parts; g) the cooperative bond register. (2) The registers must be numbered, sealed and signed by the president of the cooperative society. (3) The register of cooperative members, the register of social parts and the register of cooperative bonds may be held manually or in computerised system. + Article 69 (. The Management Board or the sole administrator, as the case may be, shall submit to the censors, at least one month before the day set for the meeting of the general meeting, the financial situation for the previous year, accompanied by their report and by supporting documents. (2) The annual financial situation together with the report of administrators, censors or auditors, as the case may be, including how to achieve the indicators and performance criteria in the management contract, will remain submitted to the headquarters of the cooperative and branch company in the 15 days preceding the meeting of the general meeting, in order to be consulted by the cooperating members. (3) The cooperative members will be able to request, at the expense of the cooperative society, children from the annual financial situation and from the report of the board of directors and censors to the general meeting. + Article 70 ((1) The administrators shall be obliged, within 15 days from the date of approval by the general meeting, to submit a copy of the annual financial situation to the regional directorates of public finances, respectively of the city of Bucharest, their report, the censors report and the minutes of the general meeting. (2) A copy of the annual financial situation, covered by the regional directorates of public finances, respectively of the city of Bucharest, together with the acts mentioned in the previous paragraph will be submitted to the trade register office. + Article 71 The annual financial statements shall be drawn up under the conditions of the legislation in force. + Article 72 The decisions adopted by the general assembly of the cooperative members, approving the annual financial situation, must be submitted within 15 days to the trade register, to be mentioned in the trade register and published in the Official Gazette of Romania, Part VI. + Chapter VIII Reduction or increase of share capital + Article 73 (. The social capital may be reduced by the decision of the general meeting of the cooperating members which must contain the reason for the reduction. ((2) The reduction of the share capital is achieved by a) decrease of the number of shares; b) reduction of the nominal value of the shares; c) the acquisition of their own shares by the cooperative society, followed by their cancellation. + Article 74 ((1) The reduction of the social capital of the cooperative society can be made only after the passage of 30 days from the date of display of the decision of the general meeting of the cooperative members at the headquarters of (2) If the reduction of the share capital is more than 10%, it shall be displayed at the headquarters of the cooperative company and shall be entered in the register for the registration of the cooperative societies of + Article 75 (1) The social capital may be increased by the contribution of new shares or in exchange for new contributions in cash and/or in kind. (2) The social parts offered for the increase of the share capital will be subscribed under the conditions provided by the articles of association (3) The favourable differences resulting from the revaluation of the assets will be included in the reserves, without increasing the share capital. (4) The decision of the general meeting for the increase of the share capital shall be published in the Official Gazette of Romania, Part VI, only if the increase is more than 10%. + Chapter IX Merger, division and dissolution of cooperative society + Article 76 (1) The merger is achieved by absorbing a cooperative society of another cooperative society or by merging twice as many cooperative societies as a new cooperative society. (2) Total separation is achieved by dividing the entire patrimony of the cooperative society which ceases to exist between two or more of the existing cooperative societies or which thus come into being. (3) By partial division, the cooperative society does not cease its existence if a part of its patrimony comes off and forms one or more cooperative societies. (4) The merger or division may also be made between cooperative societies of different forms, provided that they are dissolved without liquidation, as the case may be. + Article 77 (. The merger or division shall be decided by the general meeting of the cooperating members. (2) The merger or the total division is by dissolution, without liquidation, of the cooperative society that ceases its existence and universal transmission of the patrimony or to the cooperative society or the beneficiary cooperative societies, in the state in which it is found on the date of the merger or division, in exchange for the attribution of shares by them to the cooperative members of the cooperative society which ceases to exist. + Article 78 (1) The administrators of the cooperative societies participating in the merger or, as the case may be, the administrators of the divided cooperative society shall draft the draft merger, respectively of division, which shall include: a) the form, name and headquarters of the cooperative societies participating in the operation b) the foundation and conditions of the merger or division; c) establishment and evaluation of the asset and liability to be transmitted to the beneficiary cooperative societies; d) the exchange ratio of the social parts; e) the ways of teaching the social parts held at the cooperative society subject to merger and division; f) the amount of the merger or division premium; g) rights granted to holders of cooperative bonds and any other special rights; h) the date of the merger financial situation or the financial situation of division, the date that will be the same for all participating cooperative societies; i) any other data that is of interest to the operation. (2) The draft terms of merger, respectively of division, signed by the representatives of the participating cooperative societies, shall be submitted to the trade register office where each cooperative company is registered, together with the declaration on how to extinguish the liability of the cooperative society which ceases to exist as a result of the merger or division. (3) The draft merger or division, targeted by the judge-delegate, shall be published in the Official Gazette of Romania, Part VI, at the expense of the parties, in full or in extract, according to the disposition of the judge-delegate or the request of the parties, with the days before the general meeting of the cooperating members. (4) Any creditor of the merging cooperative society, respectively shall be divided, having a claim prior to the publication of the draft merger or division, may object to the delegated judge, within 30 days from the date of publication. the draft terms of merger or division. The opposition suspends the execution of the merger or division until the date on which the court decision has become final, unless the debtor cooperative company proves the payment of debts or provides guarantees accepted by creditors. or agree with them an arrangement for the payment of debts. + Article 79 At the convocation of the general meeting to approve the merger or, where appropriate, the division, the following documents must be made available to the cooperating members, at the registered office of the cooperative society: a) the draft terms of merger or division; b) the reports drawn up by the administrators of each cooperative undertaking concerned, of the convention and the effects of the intended merger or division; c) the financial situation of merger or the financial situation of division; d) report of censors. + Article 80 (1) The constituent acts of the newly established cooperative societies by merger or division shall be approved by the general meeting of the company or cooperative societies which cease to exist. (2) The amending act of the constitutive act of the acquiring cooperative society shall be registered in the trade register in whose constituency the cooperative company is established and, as referred to by the judge-delegate, shall be transmitted, ex officio, to The Official Gazette of Romania, Part VI, for publication, at the expense of the cooperative society. (3) The publication for the acquired cooperative societies may be carried out by the absorbing cooperative society, in cases where those cooperative societies have not carried out, within 15 days of the decision by the judge-delegate of the act modifying the constitutive act of the absorbing cooperative society. (. The merger or division shall take place on the following dates: a) in the case of the establishment of one or more cooperative societies, at the date of registration in the commercial register; b) in the other cases, at the date of registration in the trade register of the mention on the increase of the share capital of the absorbing + Article 81 (1) In the case of merger by absorption, the acquiring cooperative company acquires the rights and is held by the obligations of the cooperative society it absorbs, and in the case of merger by merger, the rights and obligations of cooperative societies which cease to exist pass on the new cooperative society thus established. (2) Cooperative societies acquiring goods through the effect of division are liable to creditors for the obligations of the cooperative society which has ceased to exist by division in proportion to the value of the assets acquired, unless by the act of division, other proportions have been established. (. If the cooperative society liable for an obligation cannot be established, the cooperative societies which have acquired goods by division shall be jointly liable. + Article 82 (. The cooperative society shall be dissolved by: a) the fulfillment of the term for which it was constituted, if it was not decided to continue the activity by the general assembly; b) impossibility of accomplishing the object of activity or its realization c) general meeting decision; d) bankruptcy of cooperative society; e) decrease in the number of cooperative members below the legal minimum; f) reduction of the share capital below the legal minimum; g) other causes provided by law or by the articles of association of the cooperative society. (2) If a cooperative company, at the end of a financial year, has incurred losses which exceed the share capital and reserves provided for by this Law and the Articles of Association and if the General Assembly has not The reintegration of the social capital through new contributions, the respective cooperative society dissolves. (3) The imputable losses shall be found by the censors, shall be brought to the attention of the cooperating members and shall be recovered, according to the law, from the persons who are guilty of the damage. (4) Provisions of para. ((1) lit. e) and f) do not apply if, within 9 months from the date of finding the decrease in the number of cooperative members, namely the reduction of the share capital below the legal minimum, the cooperative society completes the number of cooperative members, respectively recompletes the share capital to the legal minimum. + Article 83 The dissolution of the cooperative society shall be communicated within 15 days by the management board or by the sole administrator, as the case may be, to the trade register office, in order to mention in the trade register and to publish in the Gazette Official of Romania, Part VI. + Article 84 (1) The dissolution of the cooperative company has the effect of opening the liquidation procedure. (2) The dissolution takes place without liquidation in the case of the merger or the total division of the cooperative society or in other cases provided by law. + Chapter X Liquidation of cooperative society + Article 85 (1) The liquidation of the cooperative company shall be made by liquidators authorized according to the law, designated by the general assembly or by judicial decision. (2) The act of appointment of liquidators, as well as any other act that would bring changes in their person must be submitted, through the care of the liquidators, to the trade register, to be registered and published in the Official Gazette of Romania, Part a Second. ((. The liquidators shall enter into service only after their signature has been submitted to the commercial register. ((. All acts emanating from the cooperative society shall bear the indication that it is in liquidation. + Article 86 Liquidators are obliged, within 30 days of the entry into service, together with the administrators, to make the inventory of movable and immovable property and to conclude the financial situation to highlight exactly the state of the asset and liability cooperative society and sign them. + Article 87 ((1) The liquidators may not pay the cooperative members any amount in the account of the social parts that would be due to them from liquidation before the settlement of debts to the creditors of the cooperative society. ((2) The remaining asset due to the payment of the amounts due to the creditors of the cooperative society and of the divisible party to the cooperating members shall be transmitted, on the basis of the decision of the general meeting of the cooperating members, to another cooperative In the absence of the decision of the general meeting, the remaining asset is assigned by the court to a cooperative society of the same form, from the locality where the company is located or from the nearest locality, by irrevocable court decision *). _________ *) According to art. 8 8 in conjunction with those of art. 81 81 of Law no. 76/2012 for the implementation of the Code of Civil Procedure, as amended, from the date of entry into force of the Code of Civil Procedure, the references in the normative acts to the "irrevocable" court decision will be understood as being made to the "final" court ruling. + Article 88 Are applicable to the liquidation of cooperative societies and the provisions of 253 253-255 and ale art. 257 257-260 of Law no. 31/1990 , republished, with subsequent amendments and completions. + Title III Associations, county unions and national unions + Article 89 (1) Cooperative societies may freely and voluntarily associate themselves, on the basis of decisions of their general meetings, in associations and unions constituted in order to ensure the representation and defence of the interests of the cooperative societies associated in relations with the public administration, the state authority, other natural or legal persons, public or private bodies, international bodies and equivalent international associations, and for the support and promotion of cooperative principles, according to the provisions of the (2) In order to constitute associations or unions, cooperative societies shall place in common and without the right of restitution a contribution in money and/or in kind and activate on the basis of managerial experience for the achievement of the purpose and objectives proposed. (3) The association may consist of two or more cooperative societies of the same or different forms. (4) The county union may be made up of cooperative societies and/or associations of cooperatives of the same form, which are based within the administrative-territorial area of the county, under the conditions of this law. (5) The national union may consist of cooperative societies, associations and unions of cooperative societies of the same form, under the terms of this law. (6) The respective associations and unions acquire legal personality by registering in the Register of Associations and Foundations Opened at the Registry of the Court in whose territorial constituency they are based. + Article 90 (1) In order to acquire the legal personality, the associations shall conclude the articles of association and the association, respectively the union, in authentic form, under the sanction of absolute nullity. (. The Articles of Association shall contain the following: a) the identification data of the associates, namely their name and headquarters; b) expressing the will of association, the purpose and objectives proposed; c) the name and seat of the association/union; d) the duration of operation of the association/union, whether determined or undetermined; e) the initial patrimony of the association/union; f) the patrimonial asset made up of the contribution in money and/or in the nature of the associates; g) nominal component of the first management, administration and control bodies of the association/uniuni; h) the associate member empowered to carry out the procedure for acquiring the legal personality; i) associates ' signature. (. The Statute shall include: a) the elements provided in par. ((2), with the exception of those mentioned in lett. g) and h); b) to explain the purpose and objectives of the association/union; c) how to acquire or lose the quality of the associate; d) the rights and obligations of associates; e) the categories of patrimonial resources of the association/uniuni; f) the tasks of the management, administration and control bodies of the association/uniuni; g) the destination of the goods in case of dissolution of the association/union in compliance with 101. (4) Upon authentication of the Articles of Association and the Statute of the Association/Union will be presented the proof issued by the Ministry of Justice on the availability of the name of the association/ + Article 91 (1) The associate member, empowered according to the provisions of art. 90 90 para. ((2) lit. h), may make an application for the registration of the association/union in the Register of Associations and Foundations at the Registry of the Court in whose territorial constituency is to be based. (2) The application for registration will be accompanied by the following documents: a) the articles of association; b) the status of the association/uniuni; c) supporting documents of the original establishment and heritage; d) opinion of the Department for Small and Medium Enterprises, Business Environment and Tourism * *) for the compliance of the statute with the provisions of this law, namely of the special law, if it exists. ________ ** **) See Government Decision no. 430/2013 on the organization and functioning of the Department for Small and Medium Enterprises, Business and Tourism Environment, published in the Official Gazette of Romania, Part I, no. 420 420 of 10 July 2013, as amended. (3) The Association/Union shall become a legal person from the time of its registration in the Register of Associations and (4) Within 3 days from the submission of the application for registration and the documents provided in par. (2), the judge appointed by the president of the court shall verify their legality and order, by conclusion, the registration of the association and the union in the Register of associations and foundations (5) A date with the registration, the conclusion by which the registration was ordered shall be communicated, ex officio, to the local financial body in whose territorial area the headquarters of the association, respectively of the union, for the fiscal record, with the mention registration number in the Register of Associations and Foundations. (6) If the legal requirements for the constitution of the association, respectively of the union are not fulfilled, the judge, upon the expiry of the term provided by par. ((4), shall quote the representative of the association, respectively of the union, in the council chamber, having regard, in writing, to remedy the irregularities found by the following period, which shall not be more than one week. (7) If the irregularities found concern the provisions of art. 40 40 para. (2) of the Constitution, republished, for the fixed term will also be quoted the prosecutor's office of the notified court, to which the application for registration together with the articles of association and the status of the association and the union will be communicated in copy. In this case, the making of the conclusions by the prosecutor is mandatory. (8) If, at the fixed term, the irregularities are removed, the judge, also listening to the prosecutor's conclusions, if applicable, will take note of this by concluding, having the registration of the association, respectively of the union in the Register associations and foundations. (9) If the irregularities have not been removed or, although legally cited, the representative of the association, respectively of the union is unjustifiably absent, the judge will reject the application for registration by reasoned conclusion. (10) The terminations provided for in this article shall be delivered no later than 24 hours after the end of the proceedings and shall be drafted no later than 48 hours after delivery. (11) The terminations of admission or rejection of the application for registration are subject only to the call. (12) If the prosecutor did not participate in the settlement of the application, the prosecutor's office of the notified court will also be communicated to the children from the articles of association and the statute of the association, respectively to the union, together with the conclusion of admission or rejecting the application for registration, as the case may be. (13) The term of appeal is 5 days and flows from the date of delivery, for those who were present, and from the date of communication, for those who were absent. (14) The appeal is settled with the citation of the parties in the council chamber, emergency and in particular. Provisions of paragraph ((10) The ruling and drafting of the judgment shall apply accordingly. ((15) The registration in the Register of Associations and Foundations shall be made on the day of the final stay of the conclusion of admission, issuing, on request, to the respective authorized person a certificate of enrolment, which shall include: its premises, its duration of operation, the number and the date of registration in that register. (16) In relations with third parties the proof of legal personality of the association/union is made with the certificate of registration in the Register of associations and foundations. + Article 92 If the association/union, by the nature of the purpose or objectives proposed, is to carry out activities for which, according to the law, prior authorizations are required, these activities will not be able to be initiated, under the sanction of dissolution by way the court, than after obtaining that authorisation. + Article 93 (. The bodies of the association/union shall be: a) general meeting; b) the steering committee; c) the censor or, where appropriate, the censor committee. (. The bodies of the national union shall be: a) congress; b) the national council; c) the committee of censors. (3) The Regulation on the organization and functioning of the congress and the national council shall be determined by the congress. + Article 94 (1) The general assembly of the association/union shall be the governing body composed of the entirety of the associates. (2) The competences of the general meeting are: a) establishment of the strategy and general objectives; b) the approval of the revenue and expenditure budget and the annual financial situation; c) the choice and revocation of the members of the steering committee, of the censor or, as the case may be, of the members d) establishment of branches; e) amendment of the Articles of Association and Statute; f) dissolution and liquidation of the association/union, and the destination of the remaining assets after liquidation; g) change of premises; h) any other duties provided for in law or in statute. (3) The ordinary general assembly shall meet at least once a year and shall have the right of permanent control over the bodies referred to in art. 93 93 para. ((1) lit. b) and c). ((4) The rules on the organization and functioning of the ordinary or extraordinary general meeting, as the case may be, shall be determined by + Article 95 (. The Steering Committee shall ensure the implementation of the decisions of the General Assembly and of its own decisions. (. The powers of the Steering Committee shall be: a) presents to the general meeting the activity report for the previous period, the execution of the revenue and expenditure budget, the balance sheet, the project of the revenue and expenditure budget and the project b) conclude legal acts on behalf of and on behalf of the association/uniuni; c) approves the organization and personnel policy of the association; d) perform any other duties provided for in the statute or established by the general assembly. (3) The Steering Committee shall have in its structure Chairman, Vice-Presidents, Secretary, other necessary executive functions and members. The numerical component and other functions shall be established by statute. (. The President of the Steering Committee shall also be the President of the Association. (5) The general rules on the organization and functioning of the steering committee shall be established by statute and shall be detailed by the rules of organization and functioning thereof ((6) The member of the steering committee which, on an issue subject to the general meeting's decision, is personally interested or through its spouse, through the ascendants or its descendants, the relatives in the collateral line or its tributaries up to the fourth degree including no will be able to take part in the deliberation and vote. (7) The member of the steering committee which infringes the provisions (6) is liable for damages created to the association if without its vote the required majority could not have been obtained. (8) The decisions of the general meetings and the decisions of the steering committee contrary to the law, the articles of association and the statutes may be appealed in + Article 96 (1) The internal financial control of the association/union shall be provided by a censor or a committee of censors, as the case may be. (. If the association/union meets more than 100 registered members, the internal financial control shall be exercised by a committee of censors. (3) The censor commission shall be composed of an odd number of members, of which the majority originates among the associates. The members of the steering committee cannot be censors. At least one of the censors must be an authorized accountant or an accounting expert, under the law. (4) The powers of the censor/committee of censors are: a) check how the association's patrimony is administered; b) draw up reports to the general meeting; c) may participate in the works of the steering committee, without voting rights; d) perform any other tasks established in the statute or general assembly. (5) The general rules of organization and functioning of the censor committee shall be approved by the general assembly. The Audit Committee may develop an internal operating regulation. + Article 97 (1) The amendment of the Articles of Association and of the Statute shall be made by registering the amendment in the Register of Associations and Foundations at the Registry of the Court in whose territorial constituency the association/union is based. The provisions of art. 91 91 para. ((4). (2) The application for registration of the amendment shall be accompanied by the minutes of the general meeting, in authenticated form. ((3) The steps to authenticate the minutes and the registration of the modification shall be taken by the person designated by the general meeting. + Article 98 (1) The incomes of associations/unions come from: a) membership dues; b) interest and dividends resulting from the placement of the available amounts, under the law; c) dividends of regulated companies Law no. 31/1990 , republished, with subsequent amendments and completions, established by the association/union; d) incomes made from direct economic activities; e) donations, sponsorships, related; f) resources obtained from the state budget and/or from local budgets, under the law; g) other income provided by law. (2) Associations/Unions may set up companies regulated by Law no. 31/1990 , republished, with subsequent amendments and completions, in accordance with the provisions Law no. 31/1990 , republished, with subsequent amendments and completions, which may participate in cooperative societies of grade 2. The dividends obtained by associations/unions from the activities of these companies, if not reinvested in them, shall be used compulsorily as resources to achieve the purpose and objectives of the association/union. ((3) Associations/Unions may carry out any other direct economic activities, if they are of an accessory nature and are closely related to the main purpose and objectives of the association/union. (4) The economic activities referred to in par. (3) the activities of the cooperative societies of the respective associations, county unions and national unions cannot compete. + Article 99 (1) Within the Department for Small and Medium Enterprises, the Business and Tourism Environment *) will operate an organizational structure for the relationship with the unions. _________ * *) See footnote from art. 91 91 para. ((2) lit. d). (2) Local and central public authorities may consult with representatives of associations, county unions and national unions, respectively, in order to establish joint programs or activities. + Article 100 (1) Associations/Unions shall be dissolved in the following situations: a) of law; b) by decision of the court or tribunal, as the case may be; c) by decision of the general meeting. (. The Association or the Union shall dissolve by law in the following cases: a) the impossibility of achieving the purpose for which it was constituted b) the impossibility of establishing the general meeting under the conditions of the statute, if more than 6 months have passed since the date of convocation c) reducing the number of associates below the minimum limit fixed by the law and if it has not been completed for 3 months. (. The Association or the Union shall be dissolved by judicial decision in the following cases: a) when its purpose or activity has become illicit or contrary to public order; b) when the realization of the purpose is carried out by illicit means or contrary to public order c) when pursuing a purpose other than that for which it was constituted; d) when the association/union became insolvent; e) under the conditions of art 92. (4) The Association or the Union may dissolve by decision of the General Assembly. Within 15 days from the date of the dissolution meeting, the minutes in authentic form shall be submitted to the court in whose territorial constituency is based, in order to be registered in the Register of Associations and Foundations. + Article 101 ((. In the case of the dissolution of the association/union, the assets remaining after the liquidation may not be transmitted to the members of the association. (2) The goods remaining after the liquidation will be transmitted to existing associations/unions, established for identical or similar purposes, by a procedure established in the status of the association/union. (3) If within 6 months from the date of termination of liquidation the liquidators failed to transmit the goods under the conditions of par. (2), as well as if the status of the association/union does not provide for a procedure for the transmission of goods or if the provision is contrary to the law or public order, the goods remaining after liquidation will be awarded by the court associations/unions with identical or similar purpose. + Article 102 (1) In the case of dissolution determined by the general meeting, the liquidators shall be appointed by the liquidators, and in the remaining cases the liquidators shall be appointed by judicial decision ((. The liquidators shall fulfil their mandate under the control of censors. (3) The liquidators are obliged to continue the ongoing legal operations, to collect the receivables, to pay the creditors and, if the cash is insufficient, to turn the rest of the asset into money, proceeding to the sale by public auction of movable and immovable property. ((4) Liquidators are jointly liable for damages caused to creditors at their fault. ((5) Liquidators are obliged to perform all legal procedures for the publication of the liquidation and deletion of the association or union of the Register of Associations and Foundations. + Article 103 (1) At the county level and of the city of Bucharest, cooperative societies of the same form and/or associations of cooperative societies of the same form may constitute county unions, which are representative associations, provided that the number of companies cooperatives directly associated or through the associations to which they are members to represent at least 45% of the total number of cooperative societies of the same form, registered with the headquarters in the respective county or Bucharest municipality, as the case may be. (2) At national level, the county unions and/or associations of cooperative societies of the same form not associated with any county union and/or cooperative societies of the same unassociated form may constitute national unions, which are associations representative, provided that the number of cooperative societies directly associated or indirectly represents at least 45% of the total number of cooperative societies of the same form, registered in Romania. (3) The name "county union" or "national union" may be used only by those unions which meet the conditions laid down in paragraph 1. ((1) and para. ((2). + Article 104 (1) Associations of cooperative societies, county and national unions of cooperative societies shall be constituted in order to ensure: a) the representation and defence of the interests of the associated cooperative societies and of the cooperative members in relations with the public administration or with individuals or with public or private legal entities; b) the representation of the interests of the cooperators nationally and internationally, in relations with the cooperative organizations and with international bodies; c) the promotion and defence of the economic, production and commercial interests of the cooperative organizations at local, national or international level; d) support of cooperative societies in order to protect and develop their patrimonies; e) information, documentation, training and professional improvement, promotional actions for specific services and products and other common actions, own to the field in which the associated cooperative societies act; f) conduct of social, cultural, technical-scientific, sports, charity and other activities of a humanitarian nature; g) performing other activities established by statute in accordance with the provisions of this Law. (2) Associations of cooperative societies, county and national unions of cooperative societies may agree rules and rules of internal regulation under and within the limits of the legal provisions laid down in statutes, decisions, judgments, and other regulatory acts issued by the competent authorities. + Title IV Relations between the State and the Cooperation + Chapter I State Role + Article 105 The Romanian state supports the development of cooperative societies, regardless of degree and form, and their associative forms, to which they guarantee autonomy, independence and a regime that is no less favorable than that given to other economic operators. + Article 106 (1) The Government should consult the Cooperation Advisory Council on the development and revision of legislation and cooperation policies. (2) The government must adopt measures to support the access of cooperative societies to financing their own investments and lending. (3) Public authorities should facilitate the access of cooperative societies and their associative forms to advisory services to improve their economic performance and the ability to create jobs and generate revenue. (4) The Department for Small and Medium Enterprises, Business Environment and Tourism *) represents the competent authority that ensures compliance with the provisions of this law. _______ * *) See footnote from art. 91 91 para. ((2) lit. d). + Chapter II State support for cooperation + Article 107 (1) Land transmitted into use for an indefinite period and without payment in order to carry out construction for the activity of consumer and craft cooperative organizations, as well as cooperative associations, existing until the date the entry into force of this law, which are not claimed and on which constructions were carried out according to the law, maintain this legal regime for the duration of the existence of the respective constructions or until their passage, with payment, in the property cooperative society. * *) ________ **) Constitutional Court, by Decision no. 913/2009 , published in the Official Gazette of Romania, Part I, no. 506 of 22 July 2009, found that the provisions art. 107 107 para. ((1) of Law no. 1/2005 are unconstitutional. ((2) If the authority of the central or local public administration decides to dispose of immovable property from their private property, which are in use to cooperative societies/organizations, they shall enjoy a right of preemption when buying them, as well as a right of preference in the case of their concession or rental. (3) The offer of sale, concession or rental, including the identification data of the property that is disposed of, shall be leased or rented and the price, shall be communicated by registered letter with acknowledgement of receipt to the cooperative society That. (4) If within 45 days from the date of receipt of the offer of sale, concession or lease, the cooperative company has not expressed the will to buy, to receive in concession or to rent the respective property, it can be sold. + Article 108 Cooperative societies benefit from all measures promoted by the Romanian state for companies regulated by Law no. 31/1990 , republished, with subsequent amendments and completions, established in accordance with the provisions Law no. 31/1990 , republished, with subsequent amendments and completions. + Article 109 In the educational plans of the higher education institutions that have in the structure the technical, economic and legal fields can be introduced, with the status of optional discipline, the Notions matter about the organization and functioning of the cooperation. + Title V Advisory Council of the Cooperation + Article 110 (1) The advisory board of the cooperative, body without legal personality, with advisory role, in addition to the Department for Small and Medium Enterprises, Business Environment and Tourism *), consisting of representatives appointed by all existing national unions. ________ * *) See footnote from art. 91 91 para. ((2) lit. d). (2) The Department for Small and Medium Enterprises, Business Environment and Tourism *) will nominate a representative to the Cooperation Advisory Board, which represents and supports the department's policy on supporting and developing the cooperative system in Romania and which takes over and transmits to the department all decisions taken in accordance with the provisions of this law (. The Advisory Board of the Cooperation shall have the following main tasks: a) develop proposals on the legal provisions that interest the cooperative societies; b) promote studies and analyses on the cooperative movement; c) elaborates, approves and amends the Regulation on the organization and functioning of the Cooperation Council; d) develop proposals for legislative initiatives in areas related to cooperation; e) provide the organized framework for consultations and exchange of information between the various cooperative forms; f) provide advisory opinions for programmes for the promotion and development of cooperation; g) provide advisory opinions for the programs of promotion and development of the cooperation, elaborated by the Department for Small and Medium Enterprises, Business Environment and Tourism *). At the debates on granting these opinions, the department representative does not have the right to vote ________ * *) See footnote from art. 91 91 para. ((2) lit. d). h) develops and supports programs to ensure the creation of new cooperative societies; i) endorse the draft normative acts governing the activity of the cooperation; j) inform the civil society of the economic, social, educational and formative potential offered by the cooperation; k) supports the application of Recommendation no. 193/2002 193/2002 of the International Labour Organization on the promotion of cooperatives, recommendations of the United Nations, as well as of international cooperative bodies; l) other duties provided by the legislation in force. + Article 111 The Regulation on the organization and functioning of the Consultative Council of the Cooperation is approved, in its first meeting, by consensus. + Title VI Offences + Article 112 It is a crime and is punishable by imprisonment from 6 months to 3 years or by fine the act of the founding member, the administrator, the president of the cooperative society or the executive director who: a) presents with bad faith in the prospectuses, reports and communications addressed to the public untrue data on the formation of the cooperative society or on its economic conditions or hides in bad faith, in whole or in part, so of data; b) presents, in bad faith, in the general meeting of the cooperative members an inaccurate financial situation or inaccurate data on the economic conditions of the cooperative society, in order to hide its real situation. + Article 113 It is a crime and is punishable by imprisonment from 6 months to 3 years or by fine the act of the administrator, the president of the cooperative society or the executive director who: a) use in bad faith the goods or credit enjoyed by the cooperative society, for a purpose contrary to its interests or for its own benefit or to foster another cooperative society or a company in which it has direct or indirectly; b) borrow in any form, directly or through an interposed person, from the cooperative society they manage; c) collect or pay dividends, in any form, from fictitious benefits or that could not be distributed, in the absence of the annual financial situation or contrary to those resulting from it. + Article 114 It is a crime and is punishable by imprisonment from 3 months to 2 years or by fine the act of the administrator, the president of the cooperative society or the executive director who: a) issue social parts or cooperative bonds at a price below their nominal value; b) does not comply with the legal provisions regarding the cancellation of unpaid social parts; c) issue cooperative bonds without complying with legal provisions or issue social parts that do not include the mentions required by this law; d) does not comply with the provisions established by this law on the disposal and transmission of the use of tangible assets. + Article 115 It constitutes a crime and is punishable by imprisonment from one month to one year or by fine the act of the administrator, the president of the cooperative society or the executive director who: a) carry out the decisions of the general meeting relating to the merger or its division or to the reduction of the share capital before the expiry of the deadlines provided for by this Law; b) meets the decisions of the general meeting relating to the reduction of the share capital, without the cooperative members being executed for carrying out the varsamant due or without the decision of the general meeting that exempts them from the payment of the payments subsequent; c) does not convene the general meeting in the cases provided by this law d) start operations on behalf of a cooperative society before the full payment of the minimum share capital has been made; e) fulfils the decisions of the general meeting relating to the merger, division, dissolution, reorganization or reduction of the share capital, without informing the judicial body or in violation of the prohibition established by him, if the The cooperative society began the prosecution. + Article 116 It is punishable by imprisonment from one month to one year or by fine the act of the censor who does not convene the general assembly of cooperative members in cases where it is bound by law. + Title VII Transitional provisions + Article 117 (1) The cooperative organizations existing on the date of entry into force of this Law are required to amend their statutes if they are not in accordance with the provisions of this Law and to register them with the Trade Register Office within 9 months after its entry into force. (2) For this purpose, within 30 days from the date of entry into force of this law, the cooperative organizations are required to display at their headquarters the list of all cooperating members registered in their records on that date and to popularize in the local press this action and its purpose. (3) The list must remain displayed until the expiry of the term provided in par. ((1). (4) Within 30 days from the date of the display, the cooperating members may submit appeals regarding the inclusion or non-inclusion of persons on the displayed lists, which will be settled by the respective cooperative organizations within a maximum of 30 days from the date of registration of appeal. The decision of the cooperative organization can be appealed according to the law. (5) Within 30 days from the expiry of the term provided in par. (2), all cooperative organizations shall convene the general meeting of cooperative members which shall, on a compulsory basis, include on the agenda at least: a) presentation of the situation of the patrimony, of the number of shares for each cooperating member, of the training of the social capital; b) approval of amendments to the statute according to the provisions c) presentation of the situation of persons who have been the object of the appeals provided in (4), following the resolution of the appeals received. (6) Cooperative organizations that have not registered their amendments to the statutes until the expiry of the term provided in par. (1) dissolves from the right and enters into liquidation, under the provisions of art. 85-88. + Article 118 Cooperative members who, on the date of entry into force of this law, hold social parts or cooperative actions representing more than 20% of the share capital are obliged, within 6 months from the entry into force of this law, to alienate to other cooperative members, at face value, social parts or cooperative actions that exceed this quota. If, within the prescribed period, the social parts or cooperative actions are not disposed of, that cooperative organization acquires them, cancels them and duly reduces the share capital, which becomes an indivisible party. + Article 119 (1) The territorial federales of the consumer cooperatives, the territorial associations of the craft cooperative organizations, the National Union of Consumer Cooperatives and the National Association of Craft Cooperation cannot alienate, with any title, buildings or land in their heritage until the date of fulfilment of the procedures provided for in art. 117 117 para. ((1). (2) The existing cooperative organizations, the territorial federales of consumer cooperatives, the territorial associations of the handicraft cooperative organizations, the National Union of Consumer Cooperatives and the National Association of Cooperation Craftsmen can reorganize only under the conditions of this law. + Article 120 (1) The territorial federales of consumer cooperatives-FEDERALCOOP, established in accordance with the provisions Law no. 109/1996 on the organization and functioning of the consumer cooperation, as amended, and the territorial associations of the craft cooperative organizations-ATCOM, established pursuant to Decree-Law no. 66/1990 on the organization and functioning of the craft cooperation, as amended, will be reorganized, in compliance with the provisions of this law, in maximum 12 months after its entry into force, as follows: a) in one of the forms of association provided for in Title III, namely association or county union, as the case may be; b) in the cooperative society of grade 1 or 2, as the case may be. (2) The asset and liability of the federals and territorial associations provided in par. (1), comprising the divisible part and the indivisible part, will be determined according to the financial situation concluded on the date of their reorganization (3) The movable and immovable property necessary for the proper functioning of the county associations or unions, established in accordance with the provisions of par. ((1) lit. a), will be established before the reorganization, by decision of the general meeting of the associate members of the respective federation or territorial association. (4) Cooperative societies of grade 1 or 2, as appropriate, established in accordance with the provisions of par. ((1) lit. b), will take over the asset and liability of the federals and territorial associations provided in par. (1), except the goods referred to in par. ((3). The divisible part taken over becomes the divisible part of the newly established cooperative society, i.e. the indivisible part taken becomes the indivisible part thereof. (5) The board of directors of the territorial federation of consumer cooperatives, respectively the executive council of the territorial association of the craft cooperative organizations, has the obligation to establish the value of the social capital, the division of social parts and to transmit, within a maximum of 30 days from the date of entry into force of this law, to all natural and/or legal persons who are associated to them the offer to participate, as founding members, to the establishment of cooperative societies referred to in ((4). (6) Individuals and/or legal persons who have received the offer to participate in accordance with par. (5) have the obligation to respond to the board of directors of the territorial federation of consumer cooperatives, respectively to the executive council of the territorial association of craft cooperative organizations, within 60 days of receiving offer. (7) The cooperative societies established under this Article are required to register in the commercial register within a maximum of 9 months from the date of entry into force of this Law. (8) I can be a founding member in the cooperative societies constituted according to par. (4) the consumer cooperatives that are associated with the territorial federal according to the register of the associated cooperative organizations, namely the existing handicraft cooperative organizations, as well as the cooperative members, individuals, who are associated with the respective territorial association, according to the register of cooperative members of the territorial association. (9) Cooperative members who have been associated to the territorial federal or territorial association acquire social parts in the cooperative societies referred to in par. (4), up to the competition of the value of the shares held within the territorial federation, respectively of the participation in the share capital within the territorial association. (10) Cooperative members who do not associate in the cooperative society established according to the provisions of par. (4) have a right of claim on the paid social parts, namely the participation in the paid share capital and due dividends. (11) The territorial federales of the consumer cooperatives and the territorial associations of the handicraft cooperative organizations, which do not meet the provisions of this Article, shall dissolve by law and enter into liquidation according to the provisions of the present law, and the remaining asset following the payment of the amounts owed to creditors and the divisible party to the cooperative members shall be assigned by the court of law to a cooperative society of the same form, by decision irrevocable court *). ________ * *) See footnote from art. 87 87 para. ((2). (12) The decisions on carrying out the provisions of this Article shall be taken by the general meetings convened by the board of directors of the territorial federation of consumer cooperatives, respectively by the executive board of the the territorial association of the craft cooperative organizations, with the majority of the votes of the associated members registered in the register of the federation, respectively of the territorial association. + Article 121 (1) National Association of Craft Cooperation-UCECOM, established by Decree-Law no. 66/1990 , as amended, and the National Union of Consumer Cooperatives-CENTROCOOP, established by Law no. 109/1996 , as amended, will be reorganized in compliance with the provisions of this law and will modify their statutes within 6 months from the entry into force of the special laws, but not more than 18 months after the entry into force of the present laws, thus: a) in one of the forms of association referred to in Title III, namely association or national union, as appropriate; b) in the cooperative society of the 2nd degree. (2) The asset and liability of CENTROCOOP, respectively of UCECOM, will be determined according to the financial situation concluded at the date of their reorganization. (3) The movable and immovable property necessary for the proper functioning of the national associations or unions, established in accordance with the provisions of par. ((1) lit. a), will be established before the reorganization, by decision of the extraordinary congress of CENTROCOOP, respectively of UCECOM. (4) Cooperative societies of grade 2, established in accordance with the provisions of par. ((1) lit. b), will take over the net patrimony of the national union, respectively of the national association, which is constituted in the indivisible part of cooperative societies resulting from reorganization. (5) Within 3 months from the expiry of the term provided for in art. 120 120 para. (5), the Board of Directors of the National Union of Consumer Cooperatives, namely the National Governing Council of Crafts Cooperation, has the obligation to establish the value of social capital, the way of dividing the social and to transmit to all legal persons, who may have the status of a founding member, the offer to participate in the establishment of the cooperative society of grade 2 referred to in ((1) lit. b). (6) Legal persons who received the offer provided in par. ((5) have the obligation to respond within 45 days from the receipt of the offer, to subscribe a minimum of a social part and to fully pay the value of the subscribed social parts, within 30 days. (7) I can be a founding member in the cooperative societies referred to in par. (4) the consumer cooperatives, namely the existing handicraft cooperative organizations, which contributed to the realization of the patrimony of the National Union of Consumer Cooperatives, respectively of the National Association of Craft Cooperation, and who have entered the trade register in accordance with the provisions of this law, as well as the cooperative societies of grade 1 or 2 established in accordance with the provisions of art. 120. (8) When establishing the social capital of the cooperative societies of grade 2 established according to par. ((4), the cumulative participation of the cooperative societies of Grade 1 and 2 may not be less than 67%. (9) Cooperative societies of grade 2 constituted according to par. ((4) must be entered in the trade register within a maximum of 15 months from the date of entry into force of this Law. (10) If the National Association of Craft Cooperation and the National Union of Consumer Cooperatives do not comply with the provisions of this Article, they shall dissolve by law and enter into liquidation according to the provisions of this law, and the asset left following the payment of the amounts due to creditors shall be transmitted to the cooperative organizations and unions that have contributed to the realization of their patrimony and which have entered the trade register in accordance with the provisions of this law. + Article 122 In the case of cooperative societies on shares, established until December 31, 2003, if by statute the vote proportional to the number of shares is provided, it can be maintained within the limits provided by this law. + Title VIII Final provisions + Article 123 (1) On the date of entry into force of this Law, it is repealed Decree-Law no. 66/1990 on the organization and functioning of the craft cooperation, published in the Official Gazette of Romania, Part I, no. 23 of 9 February 1990, as amended, except art. 2 2 para. 2 2 and 3 and art. 6 6, 7, 8, art. 10 10 para. 2 2, art. 13 13 and 21, Law no. 109/1996 on the organization and functioning of the consumer cooperation, published in the Official Gazette of Romania, Part I, no. 252 of 18 October 1996, as amended, except art. 123 and 124, as well as any other provisions contrary to the provisions of this law. The exempted provisions remain in force until the deadlines of this law on the reorganization of cooperative organizations, unions and territorial and national associations. (2) On the date of entry into force of this Law: a) Law no. 26/1990 on the trade register, republished in the Official Gazette of Romania, Part I, no. 49 of 4 February 1998, as amended and supplemented, shall be amended as follows: -In Article 12 (1), sentence 1 shall read as follows: "" Art. 12. -(1) The trade register shall consist of a register for the registration of natural persons and family associations, a register for the registration of cooperative societies and another for the registration of other traders legal persons. '; b) Law no. 202/1998 * *) on the organization of the Official Monitor of Romania, published in the Official Gazette of Romania, Part I, no. 423 of 10 November 1998, as amended and supplemented, shall be amended and supplemented as follows: _______ * *) Law no. 202/1998 on the organization of the Official Monitor of Romania was republished in the Official Gazette of Romania, Part I, no. 206 206 of 11 April 2013. 1. Article 4 shall read as follows: "" Art. 4. -The Official Gazette of Romania includes 7 parts, structured according to the nature of the acts subject to publication. " 2. After Article 9, a new article is inserted, Article 9 ^ 1, with the following contents: "" Art. 9 9 ^ 1. -In Part VII, legal acts relating to cooperative societies and other categories of legal entities set up by cooperative societies, as well as other acts relating to cooperation, shall be published on the basis of legal provisions. established by legal provisions. " (3) The expenses determined by the publication of the documents in the Official Gazette of Romania, Part VI, shall be borne by the issuers, based on the tariffs approved by the Permanent Bureau of the Chamber of Deputies, on the proposal of the Autonomous Regia "Monitorul Oficial". ((4) Government Decision no. 753/2003 on the organization and functioning of the National Agency for Small and Medium Enterprises and Cooperation, published in the Official Gazette of Romania, Part I, no. 494 of 9 July 2003, shall be amended accordingly. ------