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Law No. 47 Of 17 March 2004

Original Language Title:  LEGE nr. 47 din 17 martie 2004

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LEGE no. 47 47 of 17 March 2004 on approval Government Emergency Ordinance no. 84/2003 for the establishment of the National Highway and National Roads Company of Romania-S.A. by reorganizing the Autonomous Regia "National Road Administration of Romania"
ISSUER PARLIAMENT
Published in OFFICIAL MONITOR no. 257 257 of 23 March 2004



The Romanian Parliament adopts this law + Article I Approval Government Emergency Ordinance no. 84 84 of 18 September 2003 for the establishment of the National Highway and National Roads Company of Romania S.A. through the reorganization of the Autonomous Regia "National Road Administration of Romania", published in the Official Gazette of Romania, Part I, no. 694 of 3 October 2003, with the following amendments and additions: 1. Article 1 shall read as follows: "" Art. 1. -(1) The National Highway and National Roads Company of Romania-S.A., hereinafter referred to as C.N.A.D.N.R., a stock company, with full state capital, based in Bucharest, bd. Dinicu Golescu no. 38, sector 1, by reorganizing the Autonomous Regia "National Road Administration of Romania", which is abolished. (2) C.N.A.D.N.R. is the Romanian legal person, of national strategic interest while the state is a majority shareholder, which is organized and operates under the authority of the Ministry of Transport, Construction and Tourism, on the basis of management economic and financial autonomy, according to the laws in force and the statute set out in Annex no 1. (3) C.N.A.D.N.R. has, at its establishment, in its structure 7 subunits called regional directions of roads and bridges and a center of studies and research, without legal personality. (4) C.N.A.D.N.R. may establish branches, branches, representatives, agencies and other such subunits in the country and abroad, under the law and statute. (5) Branch of C.N.A.D.N.R. can be established at the proposal of the extraordinary general meeting of shareholders, according to the law and the statute, and the constituent acts of the units mentioned in par. (3) shall be adopted by decisions thereof, under the law. (6) C.N.A.D.N.R. mainly carries out activities of national public interest in the field of administration of national roads and highways, in accordance with the provisions Government Ordinance no. 43/1997 on the road regime, republished, with subsequent amendments and completions. " 2. Article 2 shall read as follows: "" Art. 2. -(1) The initial social capital of C.N.A.D.N.R. is 163.702.200,000 lei and is constituted by taking over the patrimony of the Autonomous Regia "National Road Administration of Romania", based on the annual financial situation and the patrimony situation, prepared on 31 December 2002. (2) The initial share capital is divided into 1,637,022 nominative shares, each share having the nominal value of 100.000 lei. (3) The initial social capital is subscribed and fully paid up by the Romanian state, as a sole shareholder, at the time of establishment of C.N.A.D.N.R. (4) The actions of C.N.A.D.N.R. are initially and fully owned by the Romanian state, which exercises its rights and obligations through the Ministry of Transport, Construction and Tourism. (5) The surrender-taking of the asset and liability between the Autonomous Regia "National Road Administration of Romania", on the one hand, and C.N.A.D.N.R., on the other hand, will be made on a protocol basis that will end within no more than 180 days of on the date of entry into force of this Emergency Ordinance. If the value of the share capital established by the takeover-takeover protocol will be different from that provided in par. ((1), it shall be requested at the office of the trade register competent to rectify due, within 60 days of the signing of the protocol. (6) Shares issued under the law of C.N.A.D.N.R. can be listed on the stock exchange and traded freely on the capital market. (7) C.N.A.D.N.R. can be privatised, under the law, the state having the option to keep the majority stake. The privatization of the majority stake is made by special law. (8) While the state is a majority shareholder, C.N.A.D.N.R. may sell or lease assets from its property, at the initiative of the board of directors, with the approval of the general meeting of shareholders and with special mandating of representatives of the Ministry of Transport, Construction and Tourism in the general meeting of shareholders. (9) C.N.A.D.N.R. may participate with capital, under the law, in the establishment of commercial companies with the object of similar or related activity. " 3. Article 3 shall read as follows: "" Art. 3. -(1) C.N.A.D.N.R. owns real estate and mobile property. The goods belonging to the public property of the State shall be of the nature of those Law no. 213/1998 on public property and its legal regime, as amended and supplemented, in conjunction with art. 2 2 para. (3) of Government Ordinance no. 43/1997 , republished, with subsequent amendments and completions. (2) Goods belonging to public property of the state, defined in par. ((1), constitute elements of the infrastructure of national highways and roads and are set out in Annex no. 2 to this emergency ordinance. ((3) The elements of the infrastructure of national highways and roads, set out in Annex no 2 2, the C.N.A.D.N.R. is awarded for a period of 49 years, without payment of the royalty, by way of derogation from the provisions Law no. 219/1998 on the concession regime, on the basis of concession contract concluded with the Ministry of Transport, Construction and Tourism. (4) In case of privatization of more than 50% of the stake, the provisions and clauses of the concession contract will be modified in accordance with the legal provisions. (5) The labor of goods belonging to the public property of the state is not included in the value of the social capital of C.N.A.D.N.R. (6) The movable and immovable property belonging to the private domain of the state, under the administration of the Autonomous Regia "National Road Administration of Romania", passes into the property of C.N.A.D.N.R. at the date of its registration in the trade register and can be found in its original share capital. The value of the land in the private property of the state and in the administration of the Autonomous Regia "National Road Administration of Romania" is not included in the initial share capital provided for in art. 2 2 para. ((1). These lands will enter the company's patrimony and will reassess, according to the provisions Government Decision no. 834/1991 on the establishment and evaluation of land owned by commercial companies with state capital, with subsequent amendments and completions, within one year from the conclusion of the takeover-takeover protocol provided for in art. 2 2 para. (5), amending accordingly the share capital of C.N.A.D.N.R. The newly-issued shares, related to the modification of the share capital with the value of the land, will return to the state as a sole shareholder. (7) The revenues resulting from the exploitation of the public property of the state, as well as the tariff of use of national highways and roads in Romania, in lei and in foreign currency, established according to the law, constitute own income of C.N.A.D.N.R. " 4 paragraphs 1 and 2 of Article 4 shall read as follows: "" Art. 4. -(1) C.N.A.D.N.R. has as main object of activity: a) design, construction, modernization, rehabilitation, repair, administration, maintenance and operation of national highways and roads for the purpose of road traffic safe traffic; codes related to these activities are: 1. code CAEN 4523-construction of highways, roads, airfields and sports facilities; 2. code CAEN 4525-other special construction works; 3. code CAEN 4521-construction of buildings and works of genius; 4. code CAEN 4511-demolition of constructions, earthworks and organization of construction sites; 5. CAEN code 4512-drilling and survey works for construction; 6. code CAEN 4522-works of coverings, sarslopes and terraces in constructions; 7. code CAEN 7420-architectural activities, engineering and technical consulting services related to them; b) ensure the implementation of the unitary development programs of the public road network in accordance with the strategy of the Ministry of Transport, Construction and Tourism, the requirements of the national and defense economy; Activities are: -CAEN code 7513-control of economic activities; c) commercial, industrial activities, as well as other activities necessary to fulfill its object of activity; d) collection at border and other points of obligations due by users for the use of national highways and roads; the code related to this activity is as follows: -code CAEN 7513-control of economic activities. (2) C.N.A.D.N.R. will be able to carry out any other operations and legal activities necessary to achieve its object of activity established by statute; the codes related to these activities are as follows: -code CAEN 2222-other printing activities n.e.c.; -CAEN code 2661-manufacture of concrete elements for construction; -CAEN code 2663-manufacture of concrete; -CAEN code 2664-manufacture of mortar; -code CAEN 2811-manufacture of metal constructions and parts of metal structures; -CAEN code 4534-other installation works; -CAEN code 4544-painting works, painting and window mounting; -code CAEN 4550-rental of construction and demolition machinery, with related service personnel; -CAEN code 5010-trade in motor vehicles; -code CAEN 5020-maintenance and repair of motor vehicles; -code CAEN 5030-trade in motor vehicle parts and accessories; -CAEN 5050-retail trade of motor vehicle fuels; -CAEN code 5151-wholesale trade of solid, liquid and gaseous fuels and derived products; -CAEN code 5153-wholesale of wood and construction material; -CAEN code 5157-wholesale trade of waste and scrap; -code CAEN 5523-other means of accommodation; -CAEN code 6023-passenger land transport, occasional; -CAEN code 6024-road freight transport; -CAEN code 6312-depositaries; -CAEN code 6321-other activities related to land transport; -code CAEN 7012-purchase and sale of own real estate; -code CAEN 7020-renting and subletting of own or rented real estate; -CAEN code 7121-rental of other means of land transport; -CAEN code 7132-rental of machinery and equipment for construction, without related service personnel; -CAEN code 7134-rental of other machinery and equipment n.e.c.; -CAEN code 7230-computer processing of data; -CAEN code 7430-testing and technical analysis activities; --CAEN code 8022-theoretical, technical or vocational secondary education. ' 5. Article 5 shall read as follows: "" Art. 5. -According to its object of activity C.N.A.D.N.R. ensures safe traffic on highways and national roads open to public traffic, exercising its duties according to the law. " 6. Article 6 shall read as follows: "" Art. 6. -(1) C.N.A.D.N.R. has the right to use, under the law, the safety zone and the area of protection of road infrastructure of national highways and roads, in order to carry out in good conditions the road traffic and prevention road events. (2) Lands located in the protection zone of national highways and roads can be temporarily occupied, with the notification of the owners, by C.N.A.D.N.R. in order to eliminate the consequences of road events. C.N.A.D.N.R., within a maximum of 15 days from the occupation of the land, will order the legal measures to bring them to the original state. In the event of material damage, C.N.A.D.N.R. will ensure that the owners receive, under the law, a fair compensation. (3) In order to prevent and combat the snow phenomenon, on some sectors of highways and national roads C.N.A.D.N.R. can temporarily occupy, with specific materials and means, land in their vicinity and which is not in its property; temporary occupation shall be made free of charge and prior notice to the owners. The release of the temporarily occupied land will be made by and at the expense of C.N.A.D.N.R. as soon as the favorable conditions disappear the occurrence of the snow phenomenon. In the event of material damage due to the use of land for the aforementioned purpose, C.N.A.D.N.R. will provide the owners with compensation under the law. (4) C.N.A.D.N.R. will act, under the law, to prohibit and eliminate construction, installations, billboards and any other objectives illegally located in the area of safety or protection of highways and roads. national. Their owners will fully bear the expenses generated by the decommissioning, as well as any damage caused, according to the law. " 7. Article 7 shall read as follows: "" Art. 7. -The final and/or temporary closure of public traffic on highways and national roads, for technological or safety considerations, as well as for the execution of works or the establishment of restrictions, is based on a protocol concluded between C.N.A.D.N.R. and representatives of the traffic police, under the law. " 8. Article 8 shall read as follows: "" Art. 8. -In the case of natural calamities, disasters or road events C.N.A.D.N.R. will act as soon as possible to reinstate the road infrastructure of the affected national highways and roads. " 9. Article 9 shall read as follows: "" Art. 9. -(1) C.N.A.D.N.R. is the administrator of national highways and roads, under the conditions of the concession contract provided for in art. 3, having the rights, obligations and responsibilities of this quality, according to the internal regulations and international legal acts to which Romania is a party. (2) C.N.A.D.N.R., corresponding to its object of activity, shall replace the Autonomous Regia "National Road Administration of Romania" and take over all rights and will be held by all legal and contractual obligations arising from the relations its legal proceedings with third parties, including in disputes pending before the arbitral, judicial or judicial courts, domestic and international contracts and agreements, and credits contracted directly by the State and subborrowed to the Autonomous Regia " National Road Administration of the Romania "through subsidiary agreements." 10. In Article 10, letter a) shall read as follows: "" a) ensure that the obligations arising from the mobilisation plan are implemented; " 11. Article 10 (b) shall be repealed. 12. Article 11 shall read as follows: "" Art. 11. -(1) The revenue and expenditure budget of the C.N.A.D.N.R. includes the company's own income, income from service provision and road rehabilitation sources in accordance with the contract concluded with the Ministry of Transport, Construction and Tourism, allowances from the state budget, internal/external credits, non-reimbursable external funds, other legally constituted sources and approved by the Government, at the proposal of the Ministry of Transport, Construction and Tourism, with the opinion Ministry of Labour, Social Solidarity and Family and Ministry of Finance Public. (2) C.N.A.D.N.R. revenues shall be used, according to the law, as follows: a) own income is mainly used for the design, repair, administration, maintenance and operation of the road infrastructure, as well as for loan repayments, interest payments and commissions; b) the revenues from service provision due according to the provisions of the contract concluded with the Ministry of Transport, Construction and Tourism and the sources for road rehabilitation are used for the design, repair, administration, exploitation, rehabilitation, development, modernization, as well as for the construction of new highways and national roads; c) non-reimbursable external funds are used for the rehabilitation, development, modernization and construction of highways and national roads, in accordance with the provisions of loan agreements and financing contracts; d) funds from internal and external credits are used for the design, repair, maintenance, operation, rehabilitation, development, modernization and construction of highways and national roads; e) allocations from the state budget are used for the rehabilitation of national highways and roads, for the development, modernization and construction of highways and national roads, including for loan repayments, interest payments and of commissions. " 13 paragraphs 1 and 4 of Article 12 shall read as follows: "" Art. 12. -(1) The creation of new public property, as well as the development and modernization of existing ones, in order to integrate national highways and roads in Romania into the European transport system, shall be provided with financing from revenues own, from sources for rehabilitation, from non-reimbursable external funds, from internal and external loans and, in addition, from allowances from the state budget and from other legally constituted sources, through the budget of the Ministry of Transport, Construction and Tourism. ........................................................................................ (4) In cases where state interests require the execution by C.N.A.D.N.R. of works or the provision of special services, the related sources of financing will be established according to the legal provisions. " 14 paragraphs 1 and 3 of Article 14 shall read as follows: "" Art. 14. -(1) At its establishment, the personnel of the Autonomous Regia "National Road Administration of Romania" will be taken over by C.N.A.D.N.R., under the law. ...................................................................................... (3) Pay rights and other personnel rights, working conditions, general and specific obligations, time of work and rest, programs of professional improvement of employees and other conditions under which the process takes place the work is established by the collective agreement at the level of unity, concluded under the law, no later than 180 days from the date of registration of C.N.A.D.N.R. in the commercial register. " 15. After Article 17, a new article is inserted, Article 17 ^ 1, with the following contents: "" Art. 17 17 ^ 1. -Annexes no. 1 and 2 shall form an integral part of this Emergency Ordinance. " 16. Article 19 shall be inserted after Article 18 with the following contents: "" Art. 19. -On the date of entry into force of the law approving this emergency ordinance, Government Ordinance no. 43/1997 on the road regime, republished in the Official Gazette of Romania, Part I, no. 237 of 29 June 1998, as amended and supplemented, shall be completed as follows: -After paragraph 4 of Article 2, a new paragraph (5) is inserted, with the following contents: (5) They are part of the infrastructure elements of the national highways and roads belonging to the public domain of the 1. the superstructure and the infrastructure of the road, located within the amprisis, and the related land; 2. bridges, tunnels, viaducts, uneven passages and other works of art, with the related land; 3. parking, stop and parking spaces, as well as related land belonging to the public domain of the state; 4. the consolidation, protection and defence works and the related land; 5. the road plantations and the related land; 6. the areas of land situated on one side and the other of the road, which form the safety zones, within the limits provided for by this ordinance. " 17. Annex no. 1 article 3 (2) of Article 3 shall be repealed. 18. Annex no. 1, paragraphs 3 and 4 of Article 3 shall read as follows: " (3) C.N.A.D.N.R. may establish branches, branches, representatives, agencies and other such subunits in the country and abroad, according to the law. (4) The branches of C.N.A.D.N.R. can be established, according to the law and the statute, at the proposal of the extraordinary general meeting of shareholders, and the constituent acts of the units mentioned in par. (3) shall be adopted by decisions thereof, under the law. " 19. Annex no. 1, Article 5 will read as follows: "" ARTICLE 5 Purpose The purpose of C.N.A.D.N.R. is to manage, develop, manage and operate on commercial principles the elements of road infrastructure of highways and national roads, for the safe road traffic circulation, of fluency and continuity. " 20. Annex no. 1, paragraphs 1 and 3 of Article 6 shall read as follows: " (1) C.N.A.D.N.R. carries out activities of national public interest and mainly has as its object of activity: a) design, construction, modernization, repair, maintenance and operation of highways and national roads; b) implementation of the unit development programs of the public road network in accordance with the strategy of the Ministry of Transport, Construction and Tourism, with the requirements of the national economy and defense; c) collection at border points and other points, established according to the law, of obligations due by users for the use of national highways and roads; d) the issuance of location agreements, in the area of national highways and roads, for constructions, billboards, installations and other similar objectives; e) issuance of special internal transport permits; f) the collection and control of the tariffs for the use of motorways and national roads; g) industrial commercial activities and other activities necessary to fulfil its object of activity. .......................................................................................... (3) In order to achieve its object of activity C.N.A.D.N.R. carries out the following activities: 1. elaborates studies, forecasts and draft strategies for the development and systematization of the public road network, submits them for approval to the Ministry of Transport, Construction and Tourism and aims to achieve them within the limits of competence granted according to the law 2. develops programs and strategy to modernize and develop the network of highways and national roads, taking into account the programs and strategies of modernization and development of the county and communal road network, and submits them for approval according to law 3. analyzes and makes proposals, under the law, on the construction of new roads, the abolition of roads, as well as their ranking and declassification; 4. collaborate with local public administration bodies for the purpose of unitary development of the entire road network, according to the needs of the national economy 5. prepares annual and prospective programs of national, county and communal roads, bridges and highways and submits them for approval to the Ministry of Transport, Construction and Tourism; 6. ensures the pursuit and coordination of maintenance, repair, rehabilitation, modernization and construction works of national roads, as well as the execution and reception on the ground of the respective works; 7. develop consumer norms and stock rules for road sector-specific materials; 8. aims to endorse and approve technical documentation, expropriations, contracting and financing of investment and repair works of highways and national roads; 9. proposes technical norms and specific technologies regarding the construction, modernization, maintenance and operation of public roads; 10. issues agreements and permits for constructions, billboards, installations and other similar objectives that are executed in the area of national highways and roads, under the law; 11. initiates technical-scientific cooperation actions with foreign companies; 12. participates, on the basis of the mandate approved by the Ministry of Transport, Construction and Tourism, to consfatuiri and actions internationally in the bodies to which it is affiliated and to other international events organized on highways and national roads; 13. deals with technical-scientific cooperation problems in the field of international roads and coordinates the realization of tasks related to international agreements, conventions and agreements; 14. organizes procurement procedures for contracting the necessary works, services and products in its field of activity, according to the law; 15. develop documentation for the execution of works and for the operation of highways; 16. coordinates and methodologically directs the network of laboratories in its own units for the realization of technical quality control of products and maintenance and repair works of public roads, as well as of all the activities they carry out; 17. elaborates the projects, annual and prospective programs for scientific research in the public roads sector; 18. develop proposals on standardisation issues, specific to the object of activity; 19. ensure the organization of necessary interventions for the purpose of operative elimination of damage, restrictions or other situations caused by calamities on highways and national roads; 20. organizes, directs and controls the application of road signage on highways and national roads, in accordance with the rules in force and with international conventions, and collaborates with the specialized bodies of the Ministry of Administration and Interior to ensure traffic safety on public roads; 21. organizes, in a unified conception, the network of meters for the registration of road traffic of vehicles and ensures the processing of data; 22. executes technical expertise, tests, measurements and advises in the fields specific to its object of activity; 23. participates in the share capital of other companies and decides, under the law, association with Romanian or foreign legal entities; 24. negotiates and contracts loans with banks and other financial institutions, under the law; 25. carries out editing, printing, broadcasting and advertising activities, according to the law; 26. negotiates and concludes contracts for public procurement of investments, goods, works and services, as well as for the valorization of assets and goods, under the law; 27. carries out other activities for the achievement of its purpose and object of activity. " 21. Annex no. 1, Article 7 will read as follows: "" ARTICLE 7 Public property C.N.A.D.N.R. holds in concession the elements of the infrastructure of national highways and roads, which it manages, exploits, maintains and repairs in order to achieve its purpose and object of activity and according to the provisions concession contract concluded with the Ministry of Transport, Construction and Tourism. " 22. Annex no. 1, Article 8 will read as follows: "" ARTICLE 8 Share capital (1) The initial social capital of C.N.A.D.N.R. is 163.702.200,000 lei and is constituted by taking over the patrimony of the Autonomous Regia "National Road Administration of Romania", based on the annual financial situation and the patrimony, drawn up at Date of 31 December 2002. (2) The initial social capital will be modified, under the law, on the basis of the pre-takeover protocol. (3) The original social capital is divided into 1,637,022 nominative shares, each share having the nominal value of 100.000 lei. (4) The initial social capital is entirely subscribed and fully paid up by the Romanian state, as the sole shareholder, at the date of establishment of C.N.A.D.N.R. (5) The actions of C.N.A.D.N.R. are initially and fully owned by the Romanian state, which exercises its rights and obligations through the Ministry of Transport, Construction and Tourism. (6) C.N.A.D.N.R. can be privatized under the law, the state having the option to keep the majority stake. The privatization of the majority stake is made by special law. " 23. Annex no. 1, points c), h) and i) of paragraph 5 of Article 14 shall read as follows: " c) approve the establishment and abolition of branches, agencies and other subunits without legal personality; ......................................................................................... h) approves the establishment or abolition of subsidiaries; i) approves the draft concession contract of the road network to be concluded with the Ministry of Transport, Construction and Tourism, as well as changes to it; " 24. Annex no. 1 1, point j) of paragraph 5 of Article 14 shall be repealed. 25. Annex no. 1, paragraph 1 of Article 15 shall read as follows: " (1) The extraordinary general meeting of shareholders shall be convened whenever necessary by the chairman of the board of directors or by that appointed to replace him, as well as at the request of the shareholders holding at least one third participation in the share capital or at the request of the censors. 26. Annex no. 1 article 15 (3) of Article 15 is repealed. 27. Annex no. 1, letter f) of Article 19 shall read as follows: "f) decides on the rental of private property of C.N.A.D.N.R., under the law;" 28. Annex no. 1, letter e) of paragraph 1 of Article 20 shall read as follows: "e) conclude legal acts on behalf of and on behalf of C.N.A.D.N.R., according to the competences;" 29. Annex no. 1 article 30 (1) of Article 30 shall be repealed. 30. Annex no. 1, paragraph 1 of Article 32 shall read as follows: "(1) In case of dissolution, C.N.A.D.N.R. will be liquidated according to the legal provisions." 31. Annex no. 2 2 will have the following contents: "" ANNEX No 2 ELEMENTS infrastructure of motorways and national roads The network of highways and national roads set out in Annex no. 1 1 to Government Decision no. 540/2000 on the approval of the functional categories of public roads and private utility roads open to public traffic, as amended, includes the following elements: 1. the superstructure and the infrastructure of the road, located within the amprisis, and the related land; 2. bridges, tunnels, viaducts, uneven passages and other works of art, with the related land; 3. parking, stop and parking spaces, as well as related land belonging to the public domain; 4. the consolidation, protection and defence works and the related lands; 5. the road plantations and the related land; 6. the areas of land situated on one side and the other of the road, which form the safety zones, within the limits laid down by Government Ordinance no. 43/1997 on the road regime, republished, with subsequent amendments and completions. " + Article II Government Emergency Ordinance no. 84/2003 , with the amendments and completions brought by this law, will be republished in the Official Gazette of Romania, Part I, giving the texts a new numbering. This law was adopted by the Chamber of Deputies at its meeting on February 3, 2004, in compliance with the provisions of 76 76 para. (2) of the Romanian Constitution, republished. CHAMBER OF DEPUTIES PRESIDENT VALER DORNEANU This law was adopted by the Senate at its meeting on March 4, 2004, in compliance with the provisions of art 76 76 para. (2) of the Romanian Constitution, republished. SENATE PRESIDENT NICOLAE VACAROIU Bucharest, March 17, 2004. No. 47. --------------