Law No. 297 Of 28 June 2004 On The Capital Market
Original Language Title: LEGE nr. 297 din 28 iunie 2004 privind piaţa de capital
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LEGE no. 297 297 of 28 June 2004 (* updated *) on the capital market ((updated on 14 December 2015 *)
---------- The Romanian Parliament adopts this law + Title I GENERAL PROVISIONS + Article 1 (1) The present law regulates the establishment and functioning of financial instruments markets, their specific institutions and operations, as well as collective investment undertakings, in order to mobilize financial availabilities through investment in financial instruments. ... (2) The present law applies to the activities and operations provided in par. (1), held on the territory of Romania. ... (3) The National Securities Commission, hereinafter referred to as C.N.V.M., is the competent authority that applies the provisions of this law, by exercising the prerogatives established in its statute. ... ((3 ^ 1) In the exercise of the duties established in its statutes, the Financial Supervisory Authority, hereinafter referred to as the A.S.F., may be a provider of training, training and professional development, professional competence assessor in the field of capital market. The A.S.F. also automatically equates diplomas, attestations and certificates issued by international bodies. ---------- Alin. (3 ^ 1) of art. 1 1 has been introduced by section 3 3 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces a new point of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (4) The provisions of this Law do not apply to the money market instruments, which are regulated by the National Bank of Romania, and to the government securities issued by the Ministry of Public Finance, if the issuer chooses for their trading a market other than regulated, defined in accordance with art. 125. ... (5) The provisions of this Law shall not apply to the administration of public debt involving the National Bank of Romania, the central banks of the Member States and other national entities of the Member States with similar functions, Ministry of Public Finance, as well as other public entities. ... + Article 2 (1) Within the meaning of the present law, the following terms and expressions have the following meanings: ... 1. significant shareholder-natural person, legal person or group of persons acting in concert and holding directly or indirectly a participation of at least 10% of the share capital of a company or of the rights voting, or a holding that allows the exercise of a significant influence on decision-making in the general assembly or on the board of directors, as appropriate; 1 1 ^ 1. a delegated agent-a natural or legal person who, under the full and unconditional responsibility of a single service company and investment activities on whose behalf he acts, on the basis of a contract, promotes customers or customers potential investment services and/or related services, take over and transmit instructions or orders from clients relating to financial instruments or investment services, place financial instruments and/or provide customers or potential clients consulting services on these instruments, or services; ---------- Item 1 ^ 1 of par. ((1) of art. 2 2 has been introduced by section 1 1 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 and amended by replacing a phrase of art. 205 of the same normative act. 1 1 ^ 2. professional client-the customer who possesses the experience, knowledge and ability to make the investment decision and to assess the risks it entails; to be considered professional, the customer must fall into the categories mentioned in the regulations issued by C.N.V.M. and meet the criteria set out in the same regulations, according to European norms ---------- Item 1 ^ 2 of para. ((1) of art. 2 2 has been introduced by section 1 1 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 2. compensation-the replacement of claims and obligations resulting from transfer orders that one or more participants issue in favor of another participant or other participants, or that they receive from them, with a claim or a the single net obligation, so that this single net claim is claimed, i.e. this single net obligation is due; 3 3. joint investment account-investment made in the account of two or more persons or on which two or more persons have rights that may be exercised by the signature of one or more persons among those mentioned; 4. the issuer-entity with or without legal personality that issued, emits or intends to issue financial instruments; 5. regulated entities-natural and legal persons, as well as entities without legal personality whose activity is regulated and/or supervised by C.N.V.M.; 6. subsidiary company-a company in which there is an associate or a shareholder in one of the situations referred to in point 27 27; 6 6 ^ 1. investment firm-any legal person whose current activity is the provision of one or more investment services to third parties and/or the conduct of one or more investment activities on a professional basis provided to art. 5 5 para. ((1), including financial investment services companies, defined according to art. 6 6; ---------- Pct. 6 ^ 1 al para. ((1 ^ 1) of art. 2 2 has been introduced by section 4 4 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 1 1 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 7. investment fund-collective investment enterprise without legal personality; 8. Open investment fund-collective investment enterprise in securities, without legal personality, whose fund units are subject to continuous issuance and redemptions; 9. group-represents an ensemble of companies composed of a parent company, its subsidiaries and entities in which its parent or subsidiaries hold a participation, as well as the companies linked to one another through a relationship that make it necessary to consolidate accounts and strengthen the annual 9 9 ^ 1. essential information-properly structured and structured information to be provided to investors in order to enable them to understand the nature and risks of the issuer, guarantor and securities offered to them, or which are admitted to trading on a regulated market and, without prejudice to art. 184 184 para. ((4) lit. b), to decide which securities offers to take into account. With regard to the offer and the securities concerned, the essential information shall include the following: ((i) a brief description of the risks associated with the issuer and any guarantors and their main characteristics, including assets, liabilities and financial statements; (ii) a brief description of the associated risks and essential characteristics of the investment in the securities concerned, including any rights attached to such securities; ((iii) the general conditions of the offer, including the estimated expenses charged to the issuer or the offeror; ((iv) details of admission to trading; (v) reasons for the supply and intended destination of the revenue resulting from the offer; ---------- Pct. 9 ^ 1 al para. ((1) of art. 2 2 has been introduced by section 2 2 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 10 10. credit institution-entity defined according to art. 1 1 of Law no. 58/1998 on banking activity, with subsequent amendments and completions; 11. financial instruments means: a) securities; ... b) instruments of the money market; ... c) securities for participation in collective investment undertakings; ... d) options, futures, swaps, forward interest rate and exchange rate contracts and any other derivative contracts in relation to securities, currencies, interest rates or profitability or other derivatives, indices financial or financial indicators, which can be settled physically or in money funds; ... e) options, futures, swaps, forward interest rate contracts (a rate) and any other derivative contracts in relation to commodities to be settled in funds or may be settled in cash at the request of one of the parties (other than in the event of non-payment or other incident leading to termination); ... f) options, futures, swaps and other derivative contracts which may be physically settled, provided that they are traded on a regulated market and/or in an alternative trading system; ... g) options, futures, swaps, forward contracts and any other derivative contracts, which can be physically settled, not included in the category of those referred to in lett. f) and not having commercial purposes, which have the characteristics of other derivatives, taking into account, among other things, whether they are compensated and settled by means of recognised clearing houses or are the subject of calls in margin on a regular basis; ... h) derivatives for the transfer of credit risk; ... i) financial contracts for differences; ... j) options, futures, swaps, forward interest rate and exchange rate contracts and any other derivative contracts related to climate variables, shuttles, approvals for emission of substances or inflation rates or other official economic indicators, which must be settled in funds or can thus be settled at the request of one of the parties (other than in case of non-payment or other incident leading to termination), as well as any other derivative contracts in the link with assets, rights, obligations, indices or indicators, not included in this definition, which presents the characteristics of other derivatives, taking into account, inter alia, whether they are traded on a regulated market or alternative trading systems and are cleared and settled by the means of clearing houses recognised or subject to margin calls on a regular basis; ... k) other financial instruments qualified as such under European law; ... ----------- Item 11 of par. ((1) of art. 2 2 has been amended by section 3 3 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 12. derivative instruments-instruments defined in point (a) 11 lit. d)-j); ----------- Item 12 of par. ((1) of art. 2 2 has been amended by section 3 3 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 13. instruments of the money market-financial instruments that are usually traded within the money market; 14. intermediaries-services companies and investment activities authorized by C.N.V.M., credit institutions authorized by the National Bank of Romania, in accordance with the applicable banking legislation, as well as entities of their authorized nature in Member States or non-members to provide services and investment activities of the nature of those referred to in art. 5 5; ----------- Item 14 of para. ((1) of art. 2 2 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 15. qualified investors-persons or entities that, according to the regulations of C.N.V.M.: a) fall into the category of professional clients; ... b) are treated, on request, as professional customers or are recognized as eligible counterparts, unless they have requested not to be treated as professional clients. ... ----------- Item 15 of para. ((1) of art. 2 2 has been amended by section 3 3 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 16. close links-the situation in which two or more natural or legal persons are linked by: a) participation, which means the direct or indirect ownership of 20% or more of the voting rights or the share capital of a company; ... b) control, which means the relationship between the parent company and a subsidiary or a similar relationship between any natural or legal person and a commercial company; any subsidiary of a subsidiary will be considered a subsidiary of the parent company, which is in fact the entity that controls these subsidiaries; it is considered to be closely related and the situation in which two or more natural or legal persons are permanently linked to one and the same person through a controlling relationship; ... 17. the tenderer or the person initiating an offer-the legal or natural person offering securities to the public or offering to buy securities; 18. public offering of securities-means the communication addressed to persons, made in any form and by any means, which presents sufficient information about the terms of the offer and the securities offered, so as to allow the investor to take a decision on the sale, purchase or subscription of those securities. This definition will also apply to securities placement through financial intermediaries; 19. public takeover offer-the public purchase offer that results, for the one that promotes it, the acquisition of more than 33% of the voting rights on a commercial company; 19 19 ^ 1. Independent operator-an intermediary who frequently and systematically concludes transactions on his own by executing clients ' orders outside regulated markets or alternative trading systems; ---------- Pct. 19 ^ 1 al para. ((1) of art. 2 2 has been introduced by section 4 4 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 20. collective investment undertakings-entities organized, with or without legal personality, hereinafter referred to as O.P.C., which publicly or privately attract financial resources of natural and/or legal persons, for the purpose of investing them, in compliance with the provisions of this law and regulations of C.N.V.M. 20 20 ^ 1. qualifying holding-holding, directly or indirectly, in an S. S. I. F of at least 10% of the share capital or voting rights or allowing the exercise of significant influence over the administration of S.S.A.I. in which it is held that stake. ---------- Pct. 20 ^ 1 al para. ((1) of art. 2 2 has been introduced by section 5 5 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 21. person-any natural or legal person; 22. persons involved: a) persons who control or are controlled by an issuer or found under a common control; ... b) persons who participate directly or indirectly at the conclusion of agreements in order to obtain or jointly exercise the voting rights, if the actions, object of the agreement, may confer a control position; ... c) natural persons within the issuing company who have powers of management or control; ... d) spouses, relatives and blueberries up to the second degree of the natural persons referred to in lett. a)-c); ... e) persons who may appoint the majority of the members of the board of directors in an issuer; ... 23. persons acting in concert-two or more persons, bound by an express or tacit agreement, in order to achieve a common policy in relation to an issuer. Until proven otherwise, the following persons shall be presumed to act in concert: a) the persons involved; ... b) the parent company together with its subsidiaries, as well as any of the subsidiaries of the same parent company; ... c) a company with the members of its board of directors and the persons involved, as well as those persons with each other; ... d) a company with its pension funds and the management company of these funds; ... 24. repealed. ---------- Item 24 of para. ((1) of art. 2 2 has been repealed by section 6.6. 6 6 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. 25. the offer program-a plan that would allow the issuance, on a continuous or repeated basis within a specified period of time, of securities other than those of the type of equity securities; 27. parent company-legal person, shareholder or associate of a company that is in one of the following situations: a) directly or indirectly holds the majority of the voting rights thereto; ... b) may appoint or revoke the majority of the members of the management or control bodies or other persons with decision-making power in that company; ... c) may exercise a significant influence over the entity to which it is a shareholder or associate, by virtue of clauses contained in contracts concluded with that entity or some provisions contained in the articles of association of this entity; ... d) is a shareholder or associate of an entity and: ... 1. appointed itself, as a result of the exercise of its voting rights, the majority of the members of the administration or control bodies or the majority of the branch's leaders in the last two financial years, or 2. controls alone, on the basis of an agreement concluded with the other shareholders or associates, the majority of voting rights; 28. Member States-the Member States of the European Union and the other States of the European Economic Area; 29. Member State of origin: a) the Member State in which the registered office of the company providing services and investment or investment management activities is situated; if, in accordance with national law, the company does not have a registered office, the Member State of origin is the one where the head office is located; ... --------- Lit. a) 29 29 of para. ((1) of art. 2 2 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. b) the Member State in which the registered office of the company administers a trading system is situated; if, in accordance with national law, the company does not have a registered office, the home Member State is the one in which the seat is situated central; ... c) the Member State in which the management company of a collective investment undertaking in securities constituted as an open investment fund has its registered office and the Member State in which the registered office of the company is situated investments, in the case of a collective investment enterprise in securities constituted as an investment company; ... 30. host Member State: a) the Member State in which a company of investment services and activities or an investment management company has a branch or operates; ... -------- Lit. a) 30 30 of para. ((1) of art. 2 2 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. b) the Member State, other than the Member State of origin of that collective investment undertaking in transferable securities, in which the securities issued by him are marketed; ... 31. branch-organized structure, without separate legal personality of a company, which provides one or all services for which the company was authorized, in accordance with the mandate given by it. All premises established in Romania by a company with registered office or head office located in a Member State will be treated as a single branch; 32. titles of participation-units of funds or shares issued by collective investment undertakings, depending on their formation; 33. securities: a) shares issued by companies and other equivalent securities of the companies, negotiated on the capital market; ... b) bonds and other debt securities, including government securities, negotiable on the capital market; ... ---------- Lit. b) 33 33 of para. ((1) of art. 2 2 has been amended by section 4.2 1 1 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. c) any other commonly negotiated securities, which give the right to purchase those securities by subscription or exchange, giving way to a cash settlement, except for payment instruments; ... 34. equity securities-shares and other securities assimilable to shares, as well as any other type of securities, conferring the right to acquire them as a result of a conversion or exercise of this right, insofar as the values in the two categories are issued by the same issuer or by an entity belonging to the group to which that issuer belongs; 35 35. securities other than equity securities-all securities that are not equity securities; 36 36. securities issued on a continuous or repeated basis-securities of the same type and/or class issued continuously or in at least two distinct tranches over a period of 12 months. 37. management of individual portfolios-discretionary and individualized management of portfolios including one or more financial instruments, within the framework of a mandate granted by the client. ---------- Item 37 of para. ((1) of art. 2 2 has been introduced by section 2 2 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. ((2) C.N.V.M. may issue, ex officio or at the request of an interested party, administrative acts that include reasoned assessments in relation to the qualification of a person, institutions, situations, information, operations, legal acts or instruments negotiable on the inclusion in, or exclusion from the scope of the terms and expressions with the significance set out in par. ((1). ... (3) Any natural or legal person, if he considers himself injured in his rights recognized by law by an administrative act or by the unjustified refusal of the C.N.V.M. to resolve his application relating to a right recognized by law, may be the address in administrative litigation at the Bucharest Court of Appeal. ... (3 ^ 1) The C.N.V.M. acts are enforceable. ---------- Alin. (3 ^ 1) of art. 2 2 has been introduced by section 7 7 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (4) It is considered an unjustified refusal to resolve the application regarding a right recognized by law and the fact not to respond to the petitioner within the deadlines provided by the legislation in force, from the date of registration of the application. ... ((4 ^ 1) A.S.F. exercises powers of supervision, investigation and control, for whose realization it can act in any of the following ways: directly, in collaboration with other entities of the market, with other authorities through the referral of judicial bodies skills. ---------- Alin. (4 ^ 1) of art. 2 2 has been introduced by section 5 5 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 7 7 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (5) For the purpose of exercising supervisory, investigation and control tasks, the A.S.F. may: ... ---------- The introductory part of para. ((5) of art. 2 2 has been amended by section 4.2 5 5 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 7 7 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. a) to verify the fulfilment of the legal and statutory duties and obligations of the administrators, directors, executives, as well as other persons in connection with the activity of the regulated entities; ... ---------- Lit. a) a par. ((5) of art. 2 2 has been amended by section 4.2 5 5 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 7 7 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. b) to request the board of directors of regulated entities, provided in lett. a), the meeting of its members or, as the case may be, the convocation of the general meeting of the shareholders, setting out the problems to be entered ... c) ask the competent court to order the convocation of general meetings of the shareholders, if the provisions of lett are not complied with. b). The court will settle these requests for emergency and in particular. ... ---------- Lit. c) a par. ((5) of art. 2 2 has been amended by section 4.2 8 8 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. d) request information and/or examine any documents, obtain copies, extracts and pick up any documents of the regulated entities, issuers or other entities carrying out activities or performing operations in connection with the with the capital market and financial instruments; ... ---------- Lit. d) a par. ((5) of art. 2 2 has been amended by section 4.2 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. e) carry out inspections and/or controls at the premises of regulated entities and those carrying out activities or carrying out operations in relation to the capital market and financial instruments and to request, if required, the contest institutions/authorities/bodies competent for the exercise of this right; ... ---------- Lit. e) a par. ((5) of art. 2 2 has been amended by section 4.2 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. f) to hear any person and to request information in connection with the activities carried out by him on the capital market and/or in connection with requests for assistance made by similar authorities A.S.F., on the basis of international agreements to which A.S.F. is a party. ... ---------- Lit. f) a par. ((5) of art. 2 2 has been amended by section 4.2 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. g) to seal any room belonging to the entities carrying out activities or carrying out operations in relation to the capital market in which there are documents or other records related to their activity, during the investigation and in the extent to which it is required; ... ---------- Lit. g) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. h) to order the necessary measures so that the entities carrying out activities or carrying out operations in connection with the capital market and financial instruments fall within the provisions of this law, of the regulations of the A.S.F. and of the other normative acts on the capital market; ... ---------- Lit. h) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. i) to request the cessation of any activity that is contrary to the provisions of this law, the regulations of the A.S.F. and the other normative acts on the ... ---------- Lit. i) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. j) prohibit the temporary exercise of professional activity; ... ---------- Lit. j) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. k) to request information from the auditors of the entities carrying out activities or carrying out operations in relation to the capital market and financial instruments; ... ---------- Lit. k) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. l) suspend transactions in financial instruments and/or withdraw financial instruments from trading; ... ---------- Lit. l) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. m) to notify the competent judicial bodies; ... ---------- Lit. m) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. n) require regulated entities and those who carry out activities or carry out operations in relation to the capital market and financial instruments to allow for checks by auditors or experts at the request of motivated by them; ... ---------- Lit. n) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. o) to request and be entitled to receive from credit institutions authorized by the National Bank of Romania information necessary for investigations A.S.F., as well as to respond to requests for assistance received by A.S.F. on the basis of international agreements to which the A.S.F. is a party. ... ---------- Lit. o) a par. ((5) of art. 2 2 was introduced by section 4.2. 6 6 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 8 8 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (6) The C.N.V.M. Register, held in accordance with the provisions of this law, is public. ... (7) Unauthorized provision of any activities falling under the present law, unauthorized use of the phrases services and investment activities, service company and investment activities, agent for services and activities of investments, investment management company, investment company, open investment fund, regulated market and stock exchange, associated with any of the financial instruments defined in par. ((2) 11, with goods, or any combination between them, without complying with legal conditions, attracts liability according to the law. ... --------- Alin. ((7) of art. 2 2 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. + Title II INTERMEDIARI + Chapter I General provisions + Article 3 (1) The services and investment activities referred to in art. 5 5, on the financial instruments defined in art. 2 2 para. ((1) pt. 11, may be provided professionally only by intermediaries defined in art. 2 2 para. ((1) pt. 14. ... ---------- Alin. ((1) of art. 3 3 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. (2) Intermediators who provide services and investment activities in Romania will be registered in the register held by C.N.V.M., as follows: ... ----------- Part introd. a para. ((2) of art. 3 3 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. a) the companies of services and investment activities and intermediaries from non-member states, based on the authorization granted by C.N.V.M.; ... ----------- Lit. a) a par. ((2) of art. 3 3 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. b) credit institutions, authorized by the National Bank of Romania; ... c) the equivalent of credit institutions and service companies and investment activities authorised by the competent authorities of the Member States. ... ---------- Lit. c) a par. ((2) of art. 3 3 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. (3) In all official documents, the intermediary must specify, in addition to his identification data, the number and date of registration in the C.N.V.M. Register. ... (4) The rights conferred by the provisions of this title may not be extended to the services provided as a counterparty of the state, the National Bank of Romania or other institutions and public authorities that perform similar functions in link with monetary policy, exchange rate, public debt and administration of state reserves. ... (5) The provisions of chapters V and IX, as well as those of art. 23 23 para. ((4), art. 24 24, art. 25 25 and art. 42 42 para. (1) and (2) shall also apply accordingly to credit institutions, the supervision of their compliance being provided by C.N.V.M. ... (6) Compliance with the conditions of authorization and capital adequacy requirements of credit institutions shall be supervised by the National Bank of Romania. ... + Article 4 (1) The services and investment activities shall be carried out through individuals, acting as agents for services and investment activities. They operate exclusively on behalf of the intermediary whose employees are and cannot provide services and investment activities in their own name. ... ---------- Alin. ((1) of art. 4 4 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. (1 ^ 1) S.S.A.I. may delegate to delegated agents the following activities: a) the promotion of investment services and/or related services; ... b) the acquisition and transmission of orders received from customers or from potential customers; ... c) provision of investment advice in relation to financial instruments and investment services and/or related services provided by S.S.A.I. ... ---------- Alin. ((1 ^ 1) of art. 4 4 has been introduced by section 9 9 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) No natural or legal person can provide services and investment activities without being registered in the C.N.V.M. Register. ... ---------- Alin. ((2) of art. 4 4 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012 by replacing a phrase. (3) C.N.V.M. issues regulations regarding the authorization and registration of agents for investment services and activities and of agents delegated in the C.N.V.M. Register, as well as regarding their incompatibility situations, under the law. ... ---------- Alin. ((3) of art. 4 4 has been amended by section 10 10 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012 and of art. 205 of the same normative act, by replacing a phrase. + Chapter II Investment services and activities ---------- Head title. II has been modified by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Article 5 (1) The services and investment activities covered by this Law are: ... a) the acquisition and transmission of orders relating to one or more financial instruments; ... b) execution of orders on behalf of clients; ... c) trading on its own; ... d) portfolio management; ... e) investment advice; ... f) the subscription of financial instruments and/or the placement of financial instruments on the basis of a firm commitment; ... g) the placement of financial instruments without a firm commitment; ... h) administration of an alternative trading system ... ---------- Alin. ((1) of art. 5 5 has been amended by section 11 11 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (1 ^ 1) The related services covered by this Law are: a) safekeeping and administering financial instruments to the clients ' account, including custody and services in connection with them, such as the administration of funds or guarantees; ... b) the granting of loans or loans to an investor, in order to allow him to carry out a transaction with one or more financial instruments, if that service company and investment activities that grant credit or loan is involved in the transaction; ... ----------- Lit. b) a par. ((1 ^ 1) of art. 5 5 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. c) advice to entities on capital structure, industrial strategy and related issues, as well as consultancy and services on mergers and acquisitions of entities; ... d) foreign exchange services in relation to the investment services provided; ... e) research for investment and financial analysis or other forms of general recommendation relating to transactions in financial instruments; ... f) services in relation to the subscription of financial instruments on the basis of a firm commitment; ... g) the investment services and activities referred to in par. ((1), as well as related services of the type referred to in lett. a)-f) related to the underlying asset of derivatives included in art. 2 2 para. ((1) pt. 11 lit. e), f), g) and j), if they are in connection with the provisions on investment services and activities and related services. ... ---------- Alin. ((1 ^ 1) of art. 5 5 has been introduced by section 12 12 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) C.N.V.M. will issue regulations on services and activities performed according to the provisions of par. ((1). ... ---------- Alin. ((2) of art. 5 5 has been amended by section 13 13 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Chapter III Investment services and activities companies --------- Head title. III has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Article 6 (1) The financial investment services companies, hereinafter referred to as S.S.I.F., are Romanian legal entities, constituted in the form of joint stock companies, issuer of nominative shares, according to Law no. 31/1990 on companies, republished, with subsequent amendments and completions. ... (2) S.S.I.F. operates only on the basis of the authorization C.N.V.M. and provides professional title, within the limit of the authorization granted, the investment services and activities, as well as the related services provided in art. 5 and other activities that, according to the regulations that will be issued by C.N.V.M. or according to the provisions art. 776 776 of Law no. 287/2009 on the Civil Code, republished, as amended, may be carried out by S.S.I.F. ... ((3) Activities which, according to the regulations to be issued by C.N.V.M. or according to the provisions art. 776 776 of Law no. 287/2009 , republished, as amended, are subject to authorizations, approvals or opinions may be carried out by S.S.I.F. only after obtaining these authorizations. ... (4) C.N.V.M. oversees S.S.I.F. only with respect to the object of activity authorized by it. ... ---------- Article 6 has been amended by section 6. 1 1 of art. unique from LAW no. 167 167 of 9 October 2012 , published in MONITORUL OFFICIAL no. 704 704 of 15 October 2012. + Section 1 Initial capital + Article 7 (1) The initial capital of an S.S.I.F. will be determined in compliance with the regulations of the European Union, and may consist of one or more of the elements provided in lett. a)-e) of paragraph 1 of art. 26 26 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 . ... ((2) S.S.I.F. that does not conduct transactions with financial instruments on its own or that does not subscribe within the framework of financial instrument issues on the basis of a firm commitment, but which holds the funds and/or financial instruments of customers and offers one or more of the services provided in art. 5 5 para. ((1) lit. a), b) and d) will have a level of initial capital equal to the equivalent in lei of the amount of 125,000 euros. ... ((3) S.S.I.F. that does not conduct transactions with financial instruments on its own or that does not subscribe within the framework of financial instrument issues on the basis of a firm commitment and which does not hold the funds and/or financial instruments of the customers and offers one or more of the services provided in art. 5 5 para. ((1) lit. a), b) and d) will have a level of initial capital equal to the equivalent in lei of 50,000 euros. ... (4) S.S.I.F. that does not have the money funds and/or financial instruments of the clients, which for this reason cannot be in a debtor position compared to those customers and offers one or more of the services provided in art. 5 5 para. ((1) lit. a), d) and e) shall have: ... a) a level of initial capital equal to the equivalent in lei of the amount of 50,000 euros; or ... b) a professional liability insurance with coverage throughout the European Union or another comparable guarantee of employment of liability for professional negligence, representing at least 1,000,000 euros for each application for compensation and a total of 1,500,000 euros per year for all claims; or ... c) a combination of initial capital and professional liability insurance in a form showing a level of coverage equivalent to that laid down in lett. a) or b). ... (5) S.S.I.F., other than those provided in par. ((2), (3) and (4), will have a level of initial capital equal to the equivalent in lei of the amount of 730,000 euros. ... (6) By exception to the provisions of par. (2) and (3), S.S.I.F. that are authorized to carry out the activity provided in art. 5 5 para. ((1) lit. b) may hold financial instruments on their own account if the following conditions are met: ... a) such positions appear only as a result of the inability of S.S.I.F. to execute exactly the orders of investors; ... b) the total market value of all such positions is subject to a ceiling of 15% of the initial capital of S.S.I.F.; ... c) S.S.I.F. meets the requirements of art. 92 92-95 and Part IV of Regulation (EU) No 575/2013 ; ... d) such positions are incidental and provisional and are strictly limited to the time required to carry out the transaction in question. ... (7) The holding by an S.S.I.F. of positions on financial instruments, which is not in the marketable portfolio of that S.S.I.F., in order to invest its own funds will not be considered trading on its own in connection with provisions of paragraph ((2), (3) and (4). ... (8) A.S.F. is authorized to modify, by decision of the A.S.F. Council, the level of initial capital of S.S.I.F., in order to ensure compliance with the requirements of the European Union legislation. ... (9) The value in lei of the initial capital levels of S.S.I.F., established in euro according to this Article, shall be determined by converting the amounts expressed in euro, based on the exchange rate established on the first working day of the month Last October, published in the Official Journal of the European Union. ... ---------- Article 7 has been amended by section 7. 1 1 of art. I of LAW no. 268 268 of 6 November 2015 , published in MONITORUL OFFICIAL no. 857 857 of 18 November 2015, amending section 3 3 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Section 2 Authorisation, suspension and withdrawal of authorisation + Article 8 (1) S.S.A.I. will be authorized by C.N.V.M. to provide services and investment activities, if it cumulatively meets the following conditions: ... ---------- The introductory part of para. ((1) of art. 8 8 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. a) the company is constituted in the legal form of a joint stock company; ... b) the registered office and head office, as the case may be, representing the place where the main management and management center is located, are located in Romania; ... c) the object of activity consists in the provision of services and the conduct of investment activities, as well as the provision of related services, as the case may be 6, which the company will provide; ... ---------- Lit. c) a par. ((1) of art. 8 8 has been amended by section 4.2 14 14 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. d) qualification, professional experience and integrity of administrators, managers, auditors and persons within the internal control department comply with the provisions of the regulations of the C.N.V.M.; ... e) proof of the existence of the initial minimum capital, subscribed and fully paid in cash, depending on the services and investment activities to be provided; ... ---------- Lit. e) a par. ((1) of art. 8 8 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. f) presentation of the business plan, description of the organizational structure and rules of internal order; ... g) presentation of the contract concluded with a financial auditor, member of the Chamber of Financial Auditors of Romania (CAFR) and meeting the common criteria established by C.N.V.M. and the Chamber of Financial Auditors of Romania; ... h) shareholders who hold a qualified stake in S.S.A.I. comply with the criteria established by the regulations of the C.N.V.M. on the rules of procedure and the criteria applicable to the prudential assessment of acquisitions and increases of holdings in a company of investment services and activities; ... ---------- Lit. h) a par. ((1) of art. 8 8 has been amended by section 4.2 14 14 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012 and of art. 205 of the same normative act, by replacing a phrase. i) other requirements stipulated in the regulations of C.N.V.M. ... (1 ^ 1) Persons who hold membership in the board of directors/supervisory board of an S.S.I.F. may hold concurrently and membership on the board of directors or, as the case may be, on the supervisory board at most two other entities authorised by the A.S.F. ---------- Alin. ((1 ^ 1) of art. 8 8 has been introduced by section 7 7 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 14 14 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) The authorization granted by C.N.V.M. to an S.S.A.I. will expressly mention the services and investment activities that it may provide according to the provisions of art. 5 5 para. ((1) pt. 1 1 and 2 and may not include exclusively the related services referred to in art. 5 5 para. ((1) pt. 2. ... --------- Alin. ((2) of art. 8 8 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (3) If S.S.A.I. is in close ties with another natural or legal person, C.N.V.M. grants the authorization to provide investment services and activities to this S.S.A.I., only if these close ties do not prevent the realization supervisory tasks, according to this law. ... --------- Alin. ((3) of art. 8 8 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (4) C.N.V.M. grants the authorization of S.S.A.I., within a maximum of 6 months from the date of transmission of the complete documentation provided by the regulations in force or issues, in case of rejection of the request, a reasoned decision that can be challenged, within 30 days from the date of her communication. ... (5) S.S.A.I. may start the activity at the time of granting the authorization, subject to the acquisition of the membership of the Investor Compensation Fund. ... + Article 9 S.S.A.I. has the obligation to comply with the conditions of authorization, prudential and capital adequacy requirements established by this law and by the regulations of C.N.V.M., for the duration of the activity, and will notify or submit in prior to authorization, as the case may be, any modification in its organization and functioning, in accordance with the provisions of the regulations of C.N.V.M. + Article 10 C.N.V.M. is entitled not to grant authorization for the provision of investment services and activities to a commercial company, if: --------- Part introd. of art. 10 10 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. a) is in insolvency proceedings, according to the law; ... --------- Lit. a) of art. 10 10 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. b) any of its significant shareholders, members of the board of directors or heads of the company: ... 1. is in the situations of incompatibility provided by the regulations of C.N.V.M. or holds a significant position in a commercial company that falls within the provisions of lett. a); 2. is incapacitated or was convicted of crimes against heritage by disregarding trust, corruption offences, embezzlement, crimes of forgery in documents, tax evasion, crimes 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 acts of terrorism, republished, or for those provided by this law; ---------- Item 2 of the letter. b) of art. 10 10 has been amended by section 1 1 of art. 152 of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. 3. was sanctioned by C.N.V.M., the National Bank of Romania, the Insurance Supervisory Commission or other financial markets regulators with the prohibition of exercising any professional activity, for the period during which it prohibition remains in force; c) C.N.V.M. finds that the legal provisions, regulations issued in their application or administrative ones, existing in the non-member state governing the status of persons having close ties with S.S.A.I., or difficulties in implementing these provisions prevent effective prudential supervision, or that supervision in the non-member state of a foreign intermediary which has applied for the authorisation of a branch is insufficient; ... d) C.N.V.M. has not been informed of the identity of the natural and/or legal persons shareholders who directly or indirectly hold significant positions in S.S.A.I. or regarding the size of the holdings of these shareholders; ... e) C.N.V.M. finds that shareholders, natural or legal persons, who directly or indirectly hold significant positions in S.S.A.I., do not meet the requirements of ensuring sound and prudent management of S.S.A.I. and carrying out an oversight effective prudential according to this law; ... f) the applicant company does not have the initial capital, provided in the regulations of C.N.V.M.; ... g) although the requirements stipulated in art. 8 8 para. (1) are fulfilled, it turns out that a healthy and prudent administration of S.S.A.I. cannot be ensured ... + Article 11 C.N.V.M. is entitled to suspend the authorization of S.S.A.I. for a period of between 5 and 90 days, in case of non-compliance with the provisions of this law or of the regulations of C.N.V.M., only if the conditions for withdrawal are not met authorization or for other more serious sanctions provided by law. The suspension may be extended at the expiry of the original period, but no more than 30 days beyond the maximum period set out in this Article. + Article 12 (1) C.N.V.M. is entitled to withdraw the authorization to provide investment services and activities to an S.S.A.I., in the following situations: ... ---------- Part introd. a para. ((1) of art. 12 12 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. a) S.S.A.I. did not start to provide the investment services for which it was authorized, within 12 months from the receipt of the authorization or did not provide any of the services authorized by C.N.V.M., provided in art. 5 5 para. ((1) pt. 1, for a period of more than 6 months, except for the situation in which C.N.V.M. suspended the authorization during this period; ... b) S.S.A.I. no longer meets the conditions that were the basis for the issuance of the authorization; ... c) S.S.A.I. does not comply with the regulations on capital adequacy, established by C.N.V.M.; ... d) S.S.A.I. or its agents for services and investment activities do not comply with the regulations of C.N.V.M. and/or regulated markets; ... ---------- Lit. d) a par. ((1) of art. 12 12 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. e) if events subsequent to the granting of authorization create incompatibility in the provision of services and investment activities; ... --------- Lit. e) a par. ((1) of art. 12 12 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. f) other cases provided by the regulations of C.N.V.M. ... (2) At the express request of an S.S.A.I., based on a waiver declaration, C.N.V.M. withdraws the authorization to provide services and investment activities, in accordance with the regulations issued in this regard. ... ---------- Alin. ((2) of art. 12 12 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (3) C.N.V.M. cancels the authorization of an S.S.I.F. if it was obtained on the basis of false statements or information or that misled. ... (4) S.S.A.I., which have received the authorization to provide only the services and investment activities referred to in art. 5 5 para. ((1) lit. d) and e), may be authorized to administer O.P.C.V.M. as "investment management companies", given that they give up the authorization obtained according to art. 8. ... ---------- Alin. ((4) of art. 12 12 has been introduced by section 15 15 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 13 ((1) C.N.V.M. shall request information and shall consult with the competent authorities of a Member State before the authorization of an S.S.A.I., when it is: ... a) a subsidiary of an intermediary authorised in that Member State; ... b) a subsidiary of the parent company of an intermediary authorised in that State; ... c) is controlled by the same natural or legal persons who control an intermediary authorised in that Member State. ... (. The competent authorities of the Member States, responsible for the supervision of credit institutions or insurance undertakings, shall be consulted before the authorisation of an S.S.A.I., which is: ... a) the subsidiary of a credit institution or insurance undertaking authorised in a Member State; ... b) the parent company's subsidiary of a credit institution or insurance undertaking authorised in a Member State; ... c) controlled by the same natural or legal persons controlling a credit institution or an insurance undertaking authorised in a Member State. ... + Section 3 Leaders, administrators, internal control and significant shareholders + Article 14 (1) The management of S.S.A.I. must be provided by at least two persons. The leaders must be employees of S.S.A.I. with individual employment contract and may be members of the board of directors. ... (2) The leaders are the persons who, according to the constituent acts and/or the decision of the statutory bodies of the S.S.A.I., are empowered to lead and coordinate their daily activity and are vested with the competence to engage the liability intermediary; in this category do not include persons who provide direct management of compartments within S.S.A.I., branches and other secondary offices. In the case of branches of intermediaries, foreign legal entities providing services and investment activities on the territory of Romania, the leaders are the persons empowered by the intermediary, the foreign legal entity, to conduct the activity branch and to legally hire in Romania the intermediary, foreign legal entity. ... ---------- Alin. ((2) of art. 14 14 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (3) The leaders must effectively ensure the current management of the activity of S.S.A.I., to exercise exclusively the function for which they were appointed and at least one of them attesting the knowledge of the Romanian language. They must have higher education graduates with a bachelor's degree in one of the economic, legal or other fields that circumscribe financial activity or have completed post-graduate courses in one of these fields and have a minimum of 3 years ' experience in the financial and banking field or capital market. ... + Article 15 The administration of an S.S.A.I. can only be provided by individuals. + Article 16 S.S.A.I. will organize a specialized internal control compartment for the supervision of compliance by the company and its staff of the legislation in force on capital market incidents, as well as internal norms. + Article 17 Conditions regarding the authorization of personnel, organization and functioning of the internal control department will be provided by the regulations of C.N.V.M. + Article 18 (1) Any person who proposes to purchase, directly or indirectly, shares in an S.S.A.I., through which he would acquire a significant position, must notify the C.N.V.M. in advance, indicating the size of the position envisaged. ... (2) Any significant shareholder that aims to increase its stake, so that it reaches or exceeds 20%, 33% or 50% of the share capital or the total voting rights, or which intends that the S.S.A.I. become a subsidiary of itself, must notify the C.N.V.M. in advance. ... ((3) C.N.V.M. shall rule within 90 days from the date of notification and, if applicable, may prohibit, by decision, the acquisition of such a position. In the case of approval, the decision of the C.N.V.M. will also determine the maximum term in which the notified position must be acquired. ... (4) Any person who aims to reduce, directly or indirectly, the significant position within an S.S.A.I. must notify the C.N.V.M. in advance, indicating the size of the position envisaged. ... (5) Any significant shareholder who aims to reduce, directly or indirectly, his holding, which represents less than 20%, 33% or 50% of the share capital or the total voting rights, or which results in the loss by S.S.A.I. of its branch quality, must notify the C.N.V.M. in advance. ... (6) If the person referred to in par. ((1) and (2) is an S.S.A.I., a credit institution or an insurance company authorized in another state, the parent company of an S.S.A.I., a credit institution or an insurance company authorized in another state, a natural or legal person what controls an S.S.A.I., a credit institution or an insurance company authorized in another state, and whether, as a result of that acquisition, S.S.A.I. in which the person intending to acquire shares will become its subsidiary or will be controlled by this, the intention to acquire the shares will be the subject of prior consultation, as provided in art. 13. ... (7) S.S.A.I. will inform C.N.V.M., as soon as it becomes aware, of any acquisition or alienation of its shares, which would lead to exceeding or being below the levels provided in par. ((1), (2), (4) and (5). ... (8) Periodically, at least annually, S.S.A.I. will communicate to C.N.V.M. the identity of its significant shareholders and the size of their holdings and, as the case may be, any other data and information on these persons, requested by the regulations of C.N.V.M. ... + Article 19 (1) C.N.V.M. may prohibit a person from acquiring a position provided in art. 18 18 para. ((1) and (2) if, taking into account the need to guarantee the prudent management of the company, it considers that the person who would occupy such a position may harm the good functioning of the company or a good supervision thereof. ... (2) In order to verify the integrity of a shareholder of an S.S.A.I. or a person intending to acquire, directly or indirectly, shares of an S.S.A.I., C.N.V.M. may request the provision of identification data of any shareholder, the natural and/or legal person, who holds, directly or indirectly, a significant position. ... + Article 20 (1) If significant shareholders, board members, heads or staff of the internal control department do not ensure the prudent administration of S.S.A.I., C.N.V.M. will order the necessary measures to remedy the situation, which may relate, inter alia, to prohibitions, sanctions against administrators and/or management, as well as against persons within the internal control department. ... (2) Similar measures may also be applied to persons guilty of non-compliance with the obligations provided in art. 18 18 para. ((1) and (2). ... (3) If the acquisition or increase of a significant position was made without the agreement of the C.N.V.M., the related voting rights are void of law, and any votes already cast will be duly annulled. ... + Article 21 If the influence exercised by the persons referred to in art. 18 18 para. ((1) and (2) and art. 20 risks damaging the administration of an S.S.A.I., C.N.V.M. will adopt measures to suspend the exercise of voting rights related to the shares held by those shareholders. + Chapter IV Prudential rules + Article 22 In order to protect investors, ensure stability, competitiveness and smooth functioning of markets, C.N.V.M. will issue regulations on prudential and capital adequacy requirements for the correct risk assessment in order to preventing and limiting their effects. + Article 23 (1) The intermediaries authorized by C.N.V.M. are required to present their financial statements, as well as periodic reports. ... (2) C. N. V. M will issue regulations on the content, form and deadlines for the transmission of the reports referred to in par. ((1). ... ((3) C.N.V.M. may verify the veracity of the data entered in the financial statements and periodic reports, through inspections. ... ((4) Intermediators are obliged to keep, for a period of at least 5 years, the information and data on the services and investment activities provided in accordance with the provisions of art. 5, in connection with an traded financial instrument, whether these transactions were carried out on a regulated market or not. ... --------- Alin. ((4) of art. 23 23 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Article 24 (1) Intermediators shall observe at any time, during the course of their activity, the prudentiality rules established by C.N.V.M. These prudential rules shall refer, without limitation to: ... a) appropriate administrative and accounting procedures, control and safety for electronic data processing, as well as adequate internal control mechanisms, including rules relating to the personal transactions of employees; ... b) adequate procedures to ensure the separation of financial instruments belonging to investors from those belonging to the intermediary, in order to protect their property rights, in particular in the event of the insolvency of the intermediary, and against the use of such financial instruments by intermediaries, in transactions on their own account, unless expressly agreed by investors; ... c) adequate procedures to ensure the separation of investors ' funds in order to protect the property right, with the exception of credit institutions, to prevent the use of these funds in the interest of the ... d) keeping the records of transactions carried out, in order to allow C.N.V.M. to supervise the observance of prudential rules, rules of conduct in business, as well as other legislative and regulatory requirements; ... e) the existence of an organisational structure which must minimise the risk of a conflict of interest between the investor and the intermediary or between investors of the same intermediary. In the event of the establishment of a branch, its organisational structure shall not be contrary to the rules of conduct for the avoidance of conflict of interest established by the host Member State. ... ((. The creditors of an intermediary shall, in no circumstances, call on the assets of the investors, including in the case of insolvency proceedings. An intermediary may not use the financial instruments of a customer for the purpose of performing transactions concluded on his own account or on another client's account, unless the customer gives prior consent in writing. The funds of a customer can be used for the purpose of making transactions concluded on their own only by credit institutions. ... ----------- Alin. ((2) of art. 24 24 has been amended by section 16 16 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((3) The assets of the investors shall be exempted from the procedure of enforcement by attachment, where the procedure of forced execution has been initiated against the intermediary. ... ---------- Alin. ((3) of art. 24 24 has been introduced by section 17 17 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 25 Prior to the provision of services and investment activities, intermediaries will inform investors about the funds or schemes to compensate investors. ---------- Article 25 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Chapter V Rules of Conduct + Article 26 (1) Intermediation and agencies for investment services and activities are obliged to comply with the rules of conduct issued by C.N.V.M., as well as the rules issued by the regulated markets that they trade. ... (2) The implementation and supervision of compliance with the rules of conduct by all intermediaries who provide services and investment activities on the territory of Romania will be provided by C.N.V.M. ... ---------- Article 26 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Article 27 (1) The regulations of the C.N.V.M. will implement principles, which will take into account the quality of the person for whom the service is provided. According to these principles, the intermediary must, at least: ... a) to act honestly, impartially and with professional diligence in order to protect the interests of investors and market integrity; ... b) commit all resources, develop and efficiently use the internal procedures necessary for the provision of investment services and activities; ... ---------- Lit. b) a par. ((1) of art. 27 27 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. c) to request from investors information relating to their financial situation, investment experience and objectives with regard to the services requested; ... d) to provide investors with all relevant information on transactions in which the counterparty is the intermediary; ... e) to try to avoid conflicts of interest, and if they cannot be avoided, to provide investors with an impartial treatment; ... f) to operate in accordance with the regulations of the C.N.V.M. applicable to the administration of the activity, in order to protect the interests of investors and ... (2) If an intermediary executes an order, in order to apply the rules provided in par. (1), the professional nature of the investor will be assessed, starting from the person who gave the order, regardless of whether this order was placed directly by the investor or indirectly through another intermediary. ... + Article 28 (1) The provision of services and investment activities, on behalf of investors, will be made on the basis of a contract, written in two copies, one of which will be delivered to the customer. ... ---------- Alin. ((1) of art. 28 28 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (2) The C.N.V.M. regulations shall stipulate the minimum content and terms of the contracts concluded with investors, including for distance contracts. ... (3) The distance contract means any contract, relating to investment services and activities, concluded between an intermediary, as a tenderer, and an investor, as a beneficiary of investment services and activities, in the framework of a system of sales or service provision and investment activities at a distance, organised by the tenderer, which, for the performance of the contract, uses exclusively one or more means of distance communication, starting with the time of conclusion of the contract until its expiry ... ---------- Alin. ((3) of art. 28 28 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (4) The regulations provided in par. ((2) will include the ways in which remote investment services and activities can be provided, on the basis of a distance contract, expressly stating the means of distance communication, including electronic communication, and the period for which it was concluded. ... ---------- Alin. ((4) of art. 28 28 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (5) The regulations provided in par. (2) will also include provisions relating to the obligation of the intermediary to inform the investor, as well as his consent to enter into such a contract, allowing the intermediary to provide services and activities of Remote investment. ... ---------- Alin. ((5) of art. 28 28 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (6) By means of distance communication means any means that, without requiring the simultaneous physical presence of the bidder and the beneficiary of investment services and activities, can be used for the realization of the agreement of will between parts and object of the contract. ... --------- Alin. ((6) of art. 28 28 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (7) The investor will have a period of 14 days, from the conclusion of the contract, in order to unilaterally terminate the contract concluded at a distance, without having charged him with penalty fees or without motivating his decision to withdraw. If the investor unilaterally terminates the contract, he will be able to pay the services provided in accordance with the terms of the contract. The performance of the contract will be carried out only after the investor has expressed his consent ... (8) The right to unilaterally terminate such a contract will not apply to investment services and activities whose price depends on fluctuations in the financial markets that may arise during the withdrawal period in the contract and are independent of service providers and investment activities, being related to: ... --------- Part introd. a para. ((8) of art. 28 28 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. a) foreign exchange operations; ... b) money market instruments, including government securities with maturity of less than one year and certificates of deposit; ... c) securities; ... d) titles of participation in collective investment undertakings; ... e) financial futures, including contracts similar to final settlement in funds; ... f) forward interest rate (FRA) contracts; ... g) interest rate swaps, exchange rate and shares; ... h) options on any financial instrument referred to in lett. b)-c), including contracts similar to final settlement in funds; this category also includes options on the exchange rate and on the interest rate. ... (9) The regulations referred to in par. ((2), (4) and (5) may provide, for the creation and development of an efficient and appropriate system, the procedure of prior complaint and procedures for the advice of disputes concerning investment services and activities. ... --------- Alin. ((9) of art. 28 28 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Chapter VI Traders + Article 29 Traders are legal entities that carry out exclusively in name and on their own account transactions with derivatives, the nature of futures contracts and options. + Article 30 (1) Traders will be authorized under the conditions provided by the regulations of C.N.V.M. and will be registered in the Register C.N.V.M. ... (2) The requirements regarding the capital of traders will be determined by the regulations of the C.N. ... + Article 31 Traders can operate only with the agreement of the market operator and in accordance with the regulations of that regulated market. + Article 32 ((1) The clearing and settlement of transactions carried out by traders shall be carried out only through intermediaries, acting within the same regulated market, as clearing members. ... ((2) The responsibility for the obligations arising from the transactions carried out by traders also lies with the clearing members with whom they have concluded compensation contracts. ... + Article 33 Traders are forbidden: a) to hold funds or financial instruments of other persons; ... b) to negotiate and conclude transactions, on behalf of and on behalf of other persons; ... c) to conclude with other persons express or tacit agreements, in order to act in concert on regulated markets; ... d) to be in employment with another intermediary or with a market operator. ... + Article 34 Art. 4 4 para. ((3), art. 23 23, art. 24 24 para. ((1) lit. d) and art. 26 will also be applied accordingly to traders, according to the regulations issued by C.N.V.M. + Chapter VII Investment consultants and rating agencies + Article 35 (1) The provision, with professional title of investment advisory services, on financial instruments, shall be carried out by investment consultants, natural or legal persons, registered in the C.N.V.M. Register. ... (2) The investment advisory means the personal recommendation given to a client, in connection with one or more transactions with financial instruments. ... (3) C.N.V.M. will issue regulations on: ... a) the conditions for obtaining the authorization to provide consultancy services on financial instruments, by natural or legal persons, other than intermediaries, including capital requirements for carrying out this activity; ... b) procedures relating to the conditions of operation, supervision, reporting and verification of investment consultants; ... c) suspension and withdrawal of the investment consultant authorization. ... (4) The provision of investment advisory services excludes the acquisition or execution of investors 'orders for the acquisition or disposal of financial instruments, the management of investors' portfolios, as well as settlement transactions, including the holding of cash availability or financial instruments on behalf of investors. ... (5) Investment consultants are subject to the rules of conduct, adopted by C.N.V.M., in accordance with the provisions of art. 27. ... + Article 36 (1) C.N.V.M. will issue regulations on the criteria for the approval of rating agencies that assess and note issuers admitted to trading and financial instruments traded on regulated markets. ... (2) The rating agencies shall inform C.N.V.M. of any rating made in relation to the entities and instruments referred to in par. ((1). ... + Chapter VIII Cross-border operations + Section I Branches of services companies and investment activities, Romanian legal entities and the free movement of services --------- Title sect. I get the head. VIII has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Article 37 S.S.A.I. can provide services and investment activities: --------- Part introd. of art. 37 37 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. a) in a Member State, according to art. 38 38 and 39; ... ---------- Lit. a) of art. 37 37 has been amended by section 4.2 18 18 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. b) in a non-member state, based on the authorization granted by C.N.V.M., according to the regulations issued in this regard. ... + Article 38 (1) S.S.A.I., the Romanian legal person, who intends to open a branch in a Member State, will communicate this to C.N.V.M., together with the following information: ... a) a business plan, which will include the services and investment activities to be provided through the branch and its organizational structure; ... --------- Lit. a) a par. ((1) of art. 38 38 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. b) the identity of the persons appointed to provide the branch management; ... c) address of the branch office; ... d) investor compensation schemes, applicable to the protection of branches of the branch. ... (2) Within 3 months from the receipt of the communication, the C.N.V.M. shall transmit to the competent authority of the host Member State the information received or, as the case may be, refuse their transmission and inform the S.S.A.I. accordingly, together with the reasons Refusal. ... ((3) C.N.V.M. may issue a decision on the rejection of the application for the approval of the opening of a branch in a Member State by an S.S.A.I., the Romanian legal person, if on the basis of the information held and the documentation presented by S.S.A.I., notes that: ... a) S.S.A.I. does not have an administrative capacity or an adequate financial situation, in relation to the services and investment activities to be provided through the branch; ... ---------- Lit. a) a par. ((3) of art. 38 38 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. b) S.S.A.I. records an improper evolution of the financial situation. ... ((4) In case of modification of the content of one of the information provided in (1), S.S.A.I. shall communicate, in writing, this modification to the C.N.V.M. and to the competent authority of the host Member State, at least one month before the implementation of the change. ... ((5) C.N.V.M. shall communicate to the competent authority of the host Member State any modification of the previously communicated information, in accordance with par. ((2). ... + Article 39 (1) Any S.S.A.I. intending to provide services and investment activities in the territory of a Member State, for the first time, pursuant to the free movement of services, shall communicate to C.N.V.M. the following information: ... --------- Alin. ((1) of art. 39 39 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. a) the Member State in which it intends to operate; ... b) a business plan, specifying, in particular, the service or investment services it intends to provide. ... (2) Within one month from the receipt of the information referred to in par. ((1), C.N.V.M. shall transmit this information to the competent authorities of the host Member State. After the expiry of this period, S.S.A.I. may start to provide the services and investment activities concerned in the host Member State. ... --------- Alin. ((2) of art. 39 39 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (3) If the content of the information transmitted in accordance with paragraph 1 is amended. ((1) lit. b), S.S.A.I. will communicate this amendment, in writing, to C.N.V.M. and to the host Member State, before its application, in order to transmit, if necessary, any modification or additions to be made to the information communicated. ... + Article 39 ^ 1 (1) S.S.A.I., Romanian legal persons, may carry out the activities provided for in the authorization granted by C.N.V.M. on the territory of a non-member state, only by establishing a branch. For the purposes of this law, all premises established on the territory of a non-member state shall be considered a single branch. ... (2) The establishment of a branch in a non-member state is subject to prior approval of C.N.V.M., according to the regulations issued by it. ... (3) C.N.V.M. may reject the application for approval of the establishment of the branch if, on the basis of the information held and the documentation presented by S.S.A.I., the Romanian legal person, considers that: ... a) S.S.A.I. does not have adequate management or financial situation, in relation to the activity proposed to be carried out through the branch; ... b) the existing legislative framework in the non-member state and/or its application shall prevent the exercise by C.N.V.M. of its supervisory functions; ... c) S.S.A.I. records an improper evolution of financial prudence indicators or does not meet other requirements established by this law or by the regulations issued in its application. ... (4) Any modification of the elements that are contemplated upon the approval of the establishment of the branch shall be subject to the prior approval of C.N.V.M. ... ---------- Article 39 ^ 1 has been introduced by item 19 19 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 40 (1) The prudential supervision of the investment services and activities provided by S.S.A.I., in the Member States and non-members, either directly or through the establishment of branches, will be provided by C.N.V.M., without prejudice to the powers of the authorities skills in the host states. ... (2) In order to exercise its supervisory tasks, C.N.V.M. will cooperate with the competent authorities of the Member States where S.S.A.I. directly provides services and investment activities or establishes its branches. ... (3) If it has sanctions, restrictions or withdrawal of the authorization of an S.S.A.I., C.N.V.M. will immediately notify the competent authority of the Member State in which the company provides services and investment activities. ... (4) The special provisions of the banking legislation related to cross-border operations will be applicable to credit institutions authorized in Romania, which intend to provide services and investment activities, main and related, in abroad, as well as the provisions on the provision of such investment services in Romania, by credit institutions in Member States or non-member states. ... --------- Article 40 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Section 2 Intermediaries from Member States + Article 41 ((1) Intermediation authorized and supervised by the competent authority of a Member State may be provided in Romania, within the limits of the authorization granted by the Member State of origin, services and investment activities, according to art. 5 5 para. (1), directly or through a branch, on the basis of the principle of free movement of services, without the need to obtain an authorization from C.N.V.M. ... ---------- Alin. ((1) of art. 41 41 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (2) Intermediation provided in par. ((1) will be headquartered in the Member State which granted them the authorisation and in which it operates. ... ((3) Intermediation provided in par. (1) can promote their services through all means of communication available in Romania, in compliance with the advertising rules established by C.N.V.M. ... ((. Within 2 months from the receipt of the communication from the competent authority of the home Member State, on the provision of services by means of a branch, containing the information referred to in Article 1 (2). 38 38 para. (1), C.N.V.M. shall communicate to the intermediary concerned, if necessary, the conditions, the rules of conduct, in accordance with which, in order to protect the general interest, the branch in Romania is to carry out its activity. ... ((5) The branch may start its activity on the date of communication C.N.V.M. or on the expiry date of the term provided in par. ((4). ... (6) Any intention to modify the information contained in the communication received by C.N.V.M., according to par. ((4), must be notified by the intermediary concerned, at least one month before the date on which that amendment is to be made. ... (7) C.N.V.M. will issue regulations for the application of this section, in compliance with the applicable Community legislation. ... + Article 42 (1) Intermediation authorized in the Member States may have access to a regulated market in Romania to provide services of the nature of those provided in art. 5 5 para. ((1) lit. b) and c), as well as in the clearing-settlement systems related to these markets, either: ... a) directly, based on the free movement of services or the establishment of branches; ... b) indirectly, through the establishment of subsidiaries or the purchase of an S.S.A.I. that is already a member or has access to a regulated market or a clearing-settlement system. ... ((2) Access to a regulated market or a clearing-settlement system of intermediaries referred to in paragraph 1. (1) is subject to compliance with regulations issued by the market operator and clearing-settlement systems, approved by C.N.V.M., the rules of conduct and professional standards imposed on persons carrying out activities on behalf of These intermediaries. ... + Section 3 Intermediaries from non-member states + Article 43 The establishment of branches on the territory of Romania by intermediaries from non-member states will be subject to the authorization of C.N.V.M. a) the satisfaction of the branch of the requirements provided in art. 8 8; ... b) the authorization of the company and the legal provisions of the country of origin, in connection with the services and investment activities that the investment services and activities intend to provide on the territory of Romania, through branch; ... --------- Lit. b) of art. 43 43 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. c) existence in the country of origin of legal provisions of authorization, supervision, as well as organizational structure, similar to those in Romania; ... d) the existence of a cooperation agreement between the C.N.V.M. and the competent authority of the country of origin; ... e) fulfilling the conditions of reciprocity in the country of origin, within the limits allowed by the international agreement ... + Chapter IX Investors ' compensation fund + Article 44 (1) The investor compensation fund, hereinafter referred to as the Fund, is the legal entity, constituted in the form of a joint stock company, on the basis of the articles of association, approved in advance by C.N.V.M. ... (2) The shareholders of the Fund are intermediaries and investment management companies, which are subject to the management of individual investment portfolios. May be shareholders of the Market Operators Fund, central depository and other entities regulated and supervised by C.N.V.M. ... (3) C.N.V.M. will establish, through regulations, the principles on the organization and functioning of the Fund, the compensation procedure, including on deadlines, and transparency obligations. ... + Article 45 ((1) Intermediation authorised to provide investment services and activities and investment management companies, which manage individual investment portfolios, must be members of the Fund. ... --------- Alin. ((1) of art. 45 45 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. ((2) The entities referred to in par. (1) have the obligation, within 180 days from the entry into force of this law, to establish and submit to the authorization of C.N.V.M., S.C. ... + Article 46 (1) The purpose of the Fund is to compensate investors, under the present law and regulations of C.N.V.M., in case of inability of the members of the Fund to return funds and/or financial instruments due or belonging to investors, who have been held on their behalf, on the occasion of the provision of services and investment or management activities of individual investment portfolios. ... ---------- Alin. ((1) of art. 46 46 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (2) For the purposes of this chapter, the investor shall mean any person who has entrusted funds or financial instruments to a member of the Fund, for the purpose of providing services and investment activities. ... ---------- Alin. ((2) of art. 46 46 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (3) The value of an investor's claim will be calculated according to the legal and contractual provisions, taking into account compensation and reciprocal compensation claims, which are applicable for the establishment, at the date of the finding or the judgment mentioned in art. 47 47 para. ((1), of the amount of money or value, determined, if possible, at the market value of financial instruments belonging to investors, which the member of the Fund may not pay or return, under the conditions provided in art. 47 47 para. ((1) and (2). ... (4) The Fund shall compensate, equally and non-discriminatory, for investors, within the limit of an annual ceiling, by order of the President of C.N.V.M. ... (5) The following categories of investors are exempted from clearing: ... a) qualified investors; ... b) administrators, including heads, directors, censors, financial auditors of the Fund members, their shareholders with holdings of more than 5% of the share capital, as well as investors with similar status in other companies of the same group as Fund members; ... c) spouses, relatives and afinii to the first degree, as well as persons acting on behalf of the investors mentioned in lett. b); ... d) legal entities within the same group with members of the Fund; ... c) investors, natural or legal persons, who are directly liable for acts that have aggravated the financial difficulties of the member or contributed to the deterioration of its financial situation. ... (6) The Fund will suspend any payment for investors who are in criminal investigation, in connection with an action arising from or related to money laundering, until a final decision is rendered by the competent court. ... ---------- Alin. ((6) of art. 46 46 has been amended by section 2 2 of art. 152 of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 47 (1) The Fund shall compensate investors in any of the following situations: ... a) C.N.V.M. found that, for the moment, from its point of view, an intermediary or an investment management company that manages individual investment portfolios, for reasons that are directly related to the financial situation, is not in a position to fulfil its obligations arising from investors ' claims, nor is there any prospect of honouring those obligations as soon as possible; ... b) the competent judicial authority, for reasons directly or indirectly related to the financial situation of a member of the Fund, has issued a final judgment, having the effect of suspending the possibility for investors to exercise their rights with regard to the recovery of claims on that company. ... (2) The compensation will be provided for the rights arising from the inability of a member of the Fund to: ... a) return funds belonging to investors and held on their behalf in connection with their investment activities; ... b) return to investors any financial instrument that belongs to them and is owned and administered on their behalf, in connection with their investment activity. ... ((3) If the intermediary is a credit institution, any situation similar to that provided in par. (1) will be transmitted to C.N.V.M., by the National Bank of Romania. ... ((4) If the compensation is provided by the Deposit Guarantee Fund in the banking system, no investor shall be entitled to double compensation. ... + Article 48 (1) In the situations provided in art. 47, the Fund will publish on its website, at the headquarters of all territorial units of the member unable to return funds and/or financial instruments belonging to investors, as well as in at least two daily newspapers national dissemination, information on: the member's inability to honour his obligations to investors, place, mode and time period during which claims can be recorded, as well as the date of commencement of payment of compensation to investors. ... ((2) The Fund shall be subroted by law in the rights of investors, for an amount equal to the payments it has made for the compensation of funds and/or financial instruments. The Fund will be entered in the table of creditors for that amount, in the case of judicial liquidation of its members. ... + Article 49 (1) The Fund shall have the following financial resources: ... a) the initial contribution of the members paid in accordance with the regulations of the C.N.V.M. ... b) the annual and/or special contribution paid by the members; ... c) income from the investment of Fund resources ... d) income from the recovery of claims cleared by the Fund; ... e) short-term loans covering exclusively temporary needs arising from the granting of compensations; ... f) other income established by regulations by C.N.V.M. ... ((2) The expenses related to the administration and operation of the Fund will be covered on account of the income from the investment of the Fund's resources, as well as from other income established by the regulations by ... (3) The financial resources available to the Fund will only be invested in government securities or other fixed income instruments, fully guaranteed by the State until 31 December 2004, and these placements will subsequently diversify. in low-risk assets, in accordance with the regulations issued by C.N.V.M. ... (4) The Fund does not distribute dividends and may not grant loans. ... + Article 50 C.N.V.M. will establish annually, by order of the president, the ceilings of the amounts provided in art. 46 46 para. ((3). + Article 51 Contributions paid by the members of the Fund shall not be returned, including in the event of judicial liquidation or dissolution of the Fund's members. + Article 52 The fund will present C.N.V.M. an annual activity report, at the latest by April 30. + Title III COLLECTIVE INVESTMENT UNDERTAKINGS + Chapter I Investment management companies + Section 1 General provisions + Article 53 Repealed. ----------- Article 53 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 2 Repealed ---------- Section 2 has been repealed by section 2. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 54 Repealed. ----------- Article 54 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 55 Repealed. ----------- Article 55 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 56 Repealed. ------------ Article 56 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 3 Repealed. ------------ Section 3 has been repealed by section 3. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 57 Repealed. ---------- Article 57 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 4 Repealed. ---------- Section 4 has been repealed by section 4. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 58 Repealed. ---------- Article 58 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 59 Repealed. ---------- Article 59 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 5-a Repealed. ---------- Section 5 has been repealed by section 5. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 60 Repealed. ---------- Article 60 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 61 Repealed. --------- Article 61 has been repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 62 Repealed. --------- Article 62 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 63 Repealed. ---------- Article 63 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Chapter II Repealed. ---------- Head. II has been repealed by section 6.6. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 64 Repealed. --------- Article 64 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 65 Repealed. --------- Article 65 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 66 Repealed. --------- Article 66 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 67 Repealed. --------- Article 67 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Chapter III Repealed. ---------- Head. III was repealed by section III. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 68 Repealed. --------- Article 68 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Chapter IV --------- Head. IV has been repealed by section IV. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 69 Repealed. --------- Article 69 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 70 Repealed. --------- Article 70 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 71 Repealed. --------- Article 71 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 72 Repealed. --------- Article 72 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 73 Repealed. --------- Article 73 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 74 Repealed. --------- Article 74 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 75 Repealed. --------- Article 75 has been repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Chapter V --------- Head. V has been repealed by section 6.6. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 1 Repealed. --------- Section 1 has been repealed by section 1. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 76 Repealed. --------- Article 76 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 77 Repealed. --------- Article 77 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 78 Repealed. -------- Article 78 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 79 Repealed. -------- Article 79 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 80 Repealed. --------- Article 80 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 81 Repealed. --------- Article 81 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 82 Repealed. --------- Article 82 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 2 Repealed. --------- Section 2 has been repealed by section 2. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 83 Repealed. --------- Article 83 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 84 Repealed. --------- Article 84 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 85 Repealed. --------- Article 85 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 86 Repealed. --------- Article 86 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 87 Repealed. --------- Article 87 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 3 Repealed. --------- Section 3 has been repealed by section 3. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 88 Repealed. --------- Article 88 has been repealed by point 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 89 Repealed. --------- Article 89 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 90 Repealed. --------- Article 90 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 91 Repealed. --------- Article 91 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 4 Repealed. --------- Section 4 has been repealed by section 4. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 92 Repealed. --------- Article 92 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 93 Repealed. --------- Article 93 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 94 Repealed. --------- Article 94 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 95 Repealed. --------- Article 95 has been repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 96 Repealed. --------- Article 96 has been repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 97 Repealed. --------- Article 97 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 98 Repealed. --------- Article 98 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 99 Repealed. --------- Article 99 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 100 Repealed. --------- Article 100 has been repealed by point 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 5-a Repealed. --------- Section 5 has been repealed by section 5. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 101 Repealed. --------- Article 101 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 102 Repealed. --------- Article 102 has been repealed by point 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 103 Repealed. --------- Article 103 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 104 Repealed. --------- Article 104 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 6 Repealed. --------- Section 6 has been repealed by section 6. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 105 Repealed. --------- Article 105 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 106 Repealed. --------- Article 106 has been repealed by point 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 107 Repealed. --------- Article 107 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 108 Repealed. --------- Article 108 has been repealed by point 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 7 Repealed. --------- The 7th sect has been repealed by section 7. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 109 Repealed. --------- Article 109 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 110 Repealed. --------- Article 110 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 8 Repealed. --------- The 8th sect has been repealed by section 8. 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 111 Repealed. --------- Article 111 has been repealed by point (a) 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 112 Repealed. --------- Article 112 has been repealed by point 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 113 Repealed. --------- Article 113 was repealed by point (a). 20 20 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Chapter VI Collective investment undertakings other than O.P.C.V.M. + Section 1 General provisions + Article 114 (1) The provisions of this Chapter are applicable to A. O.P. C that publicly attract financial resources of natural and/or legal persons and which are constituted in the form of: ... a) closed investment funds, which are established on the basis of a civil society contract and which are required to redeem the participation titles at pre-determined intervals or on certain dates, in accordance with the formation; ... b) Closed-type investment companies that are established by Articles of Association issue a limited number of shares and are traded on a market. ... (2) A.O.P.C. provided in par. (1) are obliged to register with C.N.V.M. and to comply with the rules provided for in this chapter. ... ((3) Abrogat. ... ---------- Alin. ((3) of art. 114 114 has been repealed by section 6.6. 21 21 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((4) Abrogat. ... ---------- Alin. ((4) of art. 114 114 has been repealed by section 6.6. 21 21 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (5) The A.O.P.C. shall be prohibited from publicly offering participation titles, if it does not comply with the provisions of ((2). ... + Article 115 (1) A.O.P.C. which privately attract financial resources and which are managed by an S.A.I. shall be subject to the provisions of art. 114 114 para. ((2). ... (2) A.O.P.C. which privately appeals to financial resources and not managed by an S.A.I. will establish through the constitutive documents rules on investment policy, business conduct and transparency. ... (3) The documents issued by A.O.P. C, provided in par. ((2), must expressly contain a warning that the provisions of this Title are not applicable to those bodies. ... (4) A.O.P.C. referred to in par. (2), which are traded on a regulated market, are subject to the provisions of Title VI. ... + Article 116 (1) C.N.V.M. will issue regulations specific to each type of A.O.P.C., regarding: ... a) the minimum content of the constituent documents; ... b) the permitted investments and the limitations applicable to them; ... c) the issue value or the nominal value of a participation title, as the case may be, or the value of the individual investment of an investor; ... d) the rules for the trading of the participation titles; ... e) requirements regarding the qualification, professional experience and integrity of the members of the governing bodies of a self-administered A.O.P.C. ... (2) C.N.V.M. will issue common regulations to closed investment funds and closed-type investment companies, regarding: ... a) transparency, information and reporting obligations; ... b) the rules of conduct; ... c) the rules for the distribution on the territory of Romania of the participation titles issued by non-harmonised collective investment undertakings from Member States and non-members; ... d) how to calculate the net asset value. ... + Section 2 Closed Investment Funds + Article 117 (1) The closed investment funds registered with C.N.V.M. are managed by an S.A.I. ... ((2) Abrogat. ... ---------- Alin. ((2) of art. 117 117 has been repealed by section 6.6. 22 22 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 3 Investment firms of closed type + Article 118 A closed-type investment company registered with C.N.V.M. is managed by an S.A.I. or a board of directors. + Article 119 ((1) Abrogat. ... ---------- Alin. ((1) of art. 119 119 has been repealed by section 6.6. 23 23 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) Closed-type investment firms may redeem their own shares, under the conditions laid down by Law no. 31/1990 and in compliance with C.N.V.M. regulations ... + Section 4 Financial investment firms + Article 120 (1) The provisions of this chapter, relating to closed-type investment companies registered with C.N.V.M., shall also apply accordingly to financial investment companies, established in accordance with the provisions of Law no. 133/1996 for the conversion of Private Property Funds into financial investment companies, hereinafter referred to as S.I.F. ... (2) C.N.V.M. will issue regulations on the minimum content of the constitutive act of an S.I.F., which will include at least the following: ... a) rules on issuance, ownership and sale of shares; ... b) the method of calculating the net asset; ... c) prudential rules on investment policy; ... d) conditions for the replacement of the depositary and rules to ensure the protection of shareholders in such situations; ... e) rules on the remuneration of administrators and the dimensioning of administration expenses, in the situation of S.I.F. ... f) identity, qualification requirements, professional experience and integrity of the members of the governing bodies. ... (3) The shares of an S.I.F. are traded on a regulated market. ... (4) By derogation from the provisions of art. 114 114 para. ((1) lit. b), regarding the issuance of a limited number of shares, the increase of the share capital of an S.I.F. will be realized only through the public offer of shares, based on a prospectus approved by C.N.V.M., in accordance with the provisions of Title V of the present laws and ale Law no. 31/1990 . ... + Chapter VII Protection of holders of participation titles + Article 121 Repealed. ---------- Article 121 was repealed by point (a). 24 24 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 122 (1) The provisions of art. 21 the A.O.P.C., S.A.I. and self-managed investment companies shall apply accordingly. ... (2) C.N.V.M. is entitled to suspend an administrator, if it is found that the influence exercised by him may harm the administration of A.O.P.C., S.A.I. or the investment company, authorized by C.N.V.M. ... + Article 123 C.N.V.M. will develop regulations on the merger and division of an S.A.I., O.P.C.V.M. and A.O.P.C. + Title IV REGULATED MARKETS IN FINANCIAL INSTRUMENTS AND CENTRAL DEPOSITORY + Chapter I Regulated markets + Section 1 General provisions + Article 124 (1) Markets covered by financial instruments shall be organised and administered by a legal person, constituted in the form of a joint stock company, issuer of nominative shares, according to Law no. 31/1990 ,, authorized and supervised by C.N.V.M., hereinafter referred to as the market operator. ... (2) C.N.V.M. shall publish in the Official Gazette of Romania, Part I, any decision on granting/withdrawing the authorization of a market operator. ... (3) The market operators authorized to operate in Romania will be registered in the C.N.V.M. Register. ... (. The list of regulated regulated markets shall be communicated to the Member States and to the European Commission, together with the regulations, instructions and procedures relating to operations in those markets and any subsequent amendments thereto. ... (5) The company that manages a regulated market has active and passive procedural legitimacy, for any rights and obligations, claims and complaints related to the activity of the managed markets. ... + Article 125 A regulated market is a system for trading financial instruments as defined in art. 2 2 para. ((1) pt. 11, and of greenhouse gas emissions certificates, defined according to the provisions of Government Decision no. 780/2006 780/2006 on the establishment of the greenhouse gas emission allowance trading scheme, with subsequent amendments and completions, as well as for the auctions of greenhouse gas emission allowances made in compliance with the European legislation in force and which: a) work regularly; ... b) is characterized by the fact that the regulations issued and subject to the approval of C.N.V.M. define the operating conditions, of market access, the conditions for admission to trading of a financial instrument and of the emission allowances of greenhouse; ... c) comply with the reporting and transparency requirements in order to ensure the protection of investors established by this law, as well as regulations issued by C.N.V.M., according to European legislation. ... ------------ Article 125 has been amended by section 6.6. 2 2 of art. unique from LAW no. 167 167 of 9 October 2012 , published in MONITORUL OFFICIAL no. 704 704 of 15 October 2012. + Section 2 Authorisation, operation and withdrawal of the authorisation of market operators + Article 126 (1) The conditions and documentation required to accompany the application for authorization, as well as the authorization procedure of the market operator will be established by C.N.V.M. regulations and will mainly refer to: ... a) the minimum share capital of the stock company and the financial resources required for the activity; ... b) the exclusive object of activity, consisting of the administration of regulated markets, as well as related activities in relation to it; ... ------------ Point b) of par. ((1) of art. 126 126 has been amended by section 4.2 3 3 of art. unique from LAW no. 167 167 of 9 October 2012 , published in MONITORUL OFFICIAL no. 704 704 of 15 October 2012. c) ownership structure, identity and integrity of shareholders who exert significant influence over the members of the board of directors and directors or, where applicable, members of the supervisory board and members of the directorate; ... ---------- Lit. c) a par. ((1) of art. 126 126 has been amended by section 4.2 8 8 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 24 24 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. d) the business plan, the organizational structure and the rules of interior order; ... e) the conditions of qualification, professional experience and reputation to be fulfilled, namely the cases of incompatibility and conflict of interest to be avoided by the members of the board of directors and directors or, as the case may be, by the members of the supervisory board and the members of the directorate, within the market operator; ... ---------- Lit. e) a par. ((1) of art. 126 126 has been amended by section 4.2 8 8 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 24 24 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. f) technical equipment and resources; ... g) the contract concluded with a financial auditor, member of the Chamber of Financial Auditors in Romania and meeting the common criteria established by C.N.V.M. and the Chamber of Financial Auditors in Romania. ... (2) The conditions underlying the granting of the authorisation must be respected for the duration of the operation of the market operator. Any modification of these must be submitted, in advance, to the authorization of C.N.V.M. ... (3) The market operator cannot limit the number of persons with the right of access to the regulated regulated market. ... + Article 127 The application for authorisation of the market operator shall be rejected, where appropriate, if: a) the documentation presented is not drawn up in accordance with the regulations in force or the data provided are incomplete or incorrect; ... b) the documentation submitted is insufficient to determine whether the market operator will operate in accordance with the regulations in force; ... c) administrators and staff with management positions of the market operator do not have the qualification and professional experience appropriate to their function, according to the regulations of C.N.V.M.; ... d) market transparency, smooth transaction and investor protection are not ensured; ... c) the provisions of this law or of the regulations of C.N.V.M. ... + Article 128 C.N.V.M. is entitled to withdraw the authorization of a market operator: a) if the market operator no longer meets the conditions underlying the authorization; ... b) if the market operator has not exercised the object of activity for which it was authorized, for a period of more than 6 months; ... c) if the authorization was obtained on the basis of false statements or information or misleading; ... d) if the market operator has violated the provisions of this law or of the regulations issued by C.N.V.M.; ... e) in case of merger or division; ... f) at its request. ... + Article 129 (1) No shareholder of a market operator may hold, directly or together with the persons with whom he acts in concert, more than 20% of the total voting rights. ... (2) Any acquisition of shares of the market operator, which leads to a holding of 20% of the total voting rights, shall be notified to the market operator within the time limit set by the regulations issued by the A.S.F. and shall be subject in advance approval A.S.F. ... (3) Any alienation of shares of the market operator that leads to the decrease below the holding threshold of 20% is notified to the market operator and A.S.F., within the period provided by the regulations issued by A.S.F. ... ((4) If the requirements regarding the acquisition of shares related to the threshold referred to in par. (2), as established by the regulations issued by A.S.F., or omits obtaining the approval of A.S.F., the right to vote related to the shares held with non-compliance with the provisions of paragraph ((1) and (2) shall be suspended by law, and the procedure laid down in art. 283. ... ((5) If the shares issued by the market operator are traded on a regulated market or in an alternative trading system, the obligation to notify the market operator of the disposal of its shares returns also to the central depository, within the deadline and under the conditions provided by the regulations issued by A.S.F. ... ---------- Article 129 has been amended by section 6.6. 4 4 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 130 (1) The members of the board of directors or, as the case may be, the members of the supervisory board of the market operator shall be individually validated by the A.S.F., before the commencement of the exercise of the mandate ... (2) The staff in the executive management, the spouse or their relatives, as well as the blueberries up to the second degree including may not be shareholders, administrators, censors, employees, agents for financial investment services, representatives of the internal control compartment to an intermediary or persons involved with it. ... (3) Members of the board of directors and directors or, as the case may be, members of the supervisory board and members of the directorate of the market operator shall be obliged to notify in writing thereof the nature and extent of the interest materials, if: ... a) is part of a contract concluded with the market operator; ... b) is a member of the board of directors or, as the case may be, a member of the supervisory board of a legal person who is part of a contract concluded with the market operator; ... c) is in close ties or has a material relationship with a person who is a party to a contract concluded with the market operator; ... d) is in the situation that could influence the adoption of the decision at the meetings of the board of directors or, where applicable, the supervisory board. ... (4) The conditions of qualification, professional experience and reputation to be fulfilled, namely the cases of incompatibility and conflict of interest to be avoided by the members of the board of directors, directors or, where appropriate, members of the supervisory board and members of the directorate are established by A.S.F. regulations ... ---------- Article 130 has been amended by section 6.6. 9 9 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 25 25 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 131 The market operator must identify and prevent, by its own regulations, any conflicts of interest between it, its shareholders, the administrators and the regulated market, in order to ensure its proper functioning. + Article 132 C.N.V.M. will establish, through regulations, the general conditions under which transactions with financial instruments admitted to trading on regulated markets in Romania will take place, the procedures for carrying out transactions and the deadlines in which the intermediaries involved will report those transactions. + Article 133 (1) Market operators shall ensure compliance with the rules on transparency and protection of investors, according to the regulations issued by C.N.V.M. ... ((2) Regulations, quotations of regulated markets and trading volumes are information of public interest and must be made accessible to the public, at least on the websites of the market operator. ... ((3) For the purposes of the evaluation by investors, at any time, of the terms of a transaction they intend to carry out and verify after that the conditions under which this transaction was executed, the market operator must put to the information provided in the regulations of the C.N.V.M. that will determine the means, the form and the time within which this information must be provided, depending on the nature, size and needs of the regulated market in question and of investors operating in this market. ... (4) The market operator must comply with the requirements of the C.N.V.M. regarding the prevention and detection of abuse on the market. ... + Section 3 Regulations issued by the market operator + Article 134 (1) The organization and functioning of the regulated market is established by own regulations, issued by the market operator, adopted by the general meeting of the shareholders and approved by the C.N.V.M., in accordance with the provisions of the the present law and the applicable Community legislation. ... (2) The regulations provided in par. (1) shall determine, at least the following: ... a) conditions and procedures for admission, exclusion and suspension of intermediaries to and from trading; ... b) conditions and procedures for admission, exclusion and suspension of financial instruments to and from trading; ... c) conditions, trading procedures, as well as obligations of intermediaries and issuers admitted to trading; ... d) professional standards imposed on persons performing operations on the regulated market; ... e) procedures for the determination and publication of prices and quotations; ... f) the types of contracts and operations allowed; ... g) administration and dissemination of information to the public; ... h) the contractual standards and the clearing-settlement system used; ... i) security and control mechanisms of computer systems, in order to ensure the safe keeping of data and information stored, files and databases, including in the event of special events. ... (3) The competence regarding the approval of the regulations established in par ((1) and para. ((2) lit. b)-g) may be delegated to the board of directors of the market operator. ... (4) The Board of Directors has the obligation to notify C.N.V.M. in connection with any violation of this law, the regulations of the C.N.V.M. and the rules of the market, as well as the measures adopted in this regard. ... (5) The level of commissions and tariffs charged by the market operator will be approved by the general meeting of shareholders and notified by C.N.V.M. ... (6) The market operator may establish an arbitration system for resolving disputes between intermediaries and/or issuers whose financial instruments are admitted to trading on the markets administered by that operator. ... + Section 4 Supervision of regulated + Article 135 ((1) C.N.V.M. supervises regulated markets in order to ensure transparency, proper functioning of trading activity and investor protection. ... ((2) C.N.V.M. establishes rules for the registration and archiving of data on the trading of financial instruments on regulated markets, as well as the terms and conditions of storage of this information. ... (3) in the exercise of its supervisory and control powers of regulated markets, C.N.V.M. may appoint an inspector whose main duties are: ... a) seeks compliance with the relevant legal regulations ... b) participate, without the right to vote, at the general meeting of the shareholders and at the meetings of the board of directors of the market operator, being able to make observations and may request that they be included in the minutes of the meeting; ... c) has free access in all premises, to all documents, information and records of the market operator; ... d) informs and proposes to C.N.V.M. measures for any situation found. ... (4) The market operator shall provide the necessary means and conditions in order to carry out the duties of the inspector, provided in par. ((3). ... + Article 136 (1) C.N.V.M. may ask the market operator for the transmission of data, information and documents, periodically or in any other way, setting the deadline within which they will be transmitted. ... (2) C.N.V.M. may request the modification of the regulations issued by the market operator. ... ((3) The C.N.V.M. may carry out inspections and take the necessary measures with regard to that market operator. ... + Article 137 (1) C.N.V.M. may suspend a party or all operations with financial instruments, if it finds that the legal provisions are not respected and/or considers that it is impossible to maintain an orderly market, and the interests may be affected investors. ... (2) Any suspension decision, taken according to par. (1), as well as the reasons behind it will be immediately brought to the attention of the public and will be published in the C.N.V.M. Bulletin. ... + Article 138 In the event of the withdrawal of the authorisation of a market operator, from the date specified in the Decision no more financial instruments can be carried out on that market and the trading orders recorded by intermediaries and still not executed until that date become null of law, giving way to the return of securities and stored amounts, respectively of the commissions collected, the operations concluded until this date to be completed at their maturities, intermediaries being held to comply with the terms of contracts concluded with their investors. The same measures will be applied in the situation provided for in art. 137 137 para. ((1). + Chapter II Alternative trading systems + Article 139 (. The alternative trading system may be administered, by way of derogation from art. 6 6, by authorised intermediaries or by the market operator, hereinafter referred to as system operators. ... (1 ^ 1) Provisions of art. 130 130 shall also apply to the system operator. ---------- Alin. ((1 ^ 1) of art. 139 139 has been introduced by section 9 9 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 25 25 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((. Securities that do not meet the requirements for admission to trading on a regulated market may be traded within an alternative trading system. ... (3) System operators subject to the approval of C.N.V.M. the intention to establish the alternative trading system and request its approval. ... (4) The approval of the system shall be subject to the approval of the system, the full description of its characteristics and the operating rules. ... (. The rules for the operation of the alternative trading system shall include at least the following: ... a) trading procedures; ... b) procedures relating to information made available to participants and to the public, before and after trading ... c) the type and number of participants and the conditions for access to the alternative trading system; ... d) financial instruments traded. ... ((6) C.N.V.M. may request the modification of procedures issued by the operator of the alternative trading system. ... + Article 140 (. The alternative trading system shall be so structured that: ... a) ensure the orderly and orderly conduct of operations; ... b) to provide intermediaries with non-discriminatory access to the alternative trading system and equal treatment to the participants; ... c) ensure that the procedures applicable to the system are in a position to ensure that the best price can be achieved at any given time; ... d) ensure sufficient information on the orders given and the transactions concluded, in accordance with minimum standards of transparency; ... e) comply with the requirements of the C.N.V.M. regarding the prevention and detection of market abuse, the prevention of money laundering and the financing of acts of terrorism. ... ((2) Participants in the alternative trading system shall be informed by the system operator of their clearing-settlement obligations of transactions within the system. ... + Article 141 The system operator shall monitor the participants ' compliance with the contracts concluded by them. + Article 142 (1) C.N.V.M. shall issue general rules on the constitution, supervision and operation of alternative trading systems. ... (2) C.N.V.M. may appoint an inspector for the delegation of supervisory and control powers of alternative trading systems. ... + Chapter III Clearing and settlement of transactions with financial instruments other than derivatives + Article 143 (1) The general conditions for clearing and settlement operations, as well as those of gross settlement for transactions in financial instruments other than derivatives, which may take place within the clearing-settlement system, shall be established by C.N.V.M. together with the National Bank of Romania and other competent authorities, as the case may be. ... (2) The provisions of this Chapter shall not apply to systems for clearing and settlement of operations with instruments of the money market and to those with government securities performed outside the regulated market defined by this Law, as well as those conducted in trading systems authorized by the National Bank of Romania and organized by credit institutions. ... + Article 144 ((1) Authorization and supervision of the system referred to in art. 143 and the company that manages this system will be made by C.N.V.M. together with the National Bank of Romania and other competent authorities, as the case may be. ... (2) For this purpose, C.N.V.M. will be able to request the administrators of the clearing-settlement system, the employees of the company managing the clearing-settlement system and the participants in the clearing-settlement system to provide the information necessary for the clearing and settlement of transactions. ... ((3) C.N.V.M. may carry out inspections at the headquarters of the company administering the clearing and settlement system of the transactions. ... + Article 145 ((1) The transfer of ownership of financial instruments, other than derivatives, takes place, at the settlement date, within the clearing-settlement system, on the basis of the principle of delivery against payment. ... (2) The securities purchased may be disposed of as from the moment of their purchase, according to the rules of the market on which those securities and the rules of the central depository are traded. ... ---------- Article 145 has been amended by section 6.6. 26 26 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Chapter IV Central depository + Section 1 General provisions + Article 146 (1) The central depository is that legal entity, constituted in the form of a stock company, issuer of nominative shares, in accordance with the provisions of Law no. 31/1990 , republished, with subsequent amendments and completions, authorized and supervised by A.S.F., which performs the operations of storage of financial instruments, other than those derived, as well as any operations in connection with them. ... ---------- Alin. ((1) of art. 146 146 has been amended by section 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) The Central Depository shall perform clearing-settlement operations of transactions with financial instruments, other than derivatives, in accordance with the provisions of art. 143. ... ---------- Alin. ((2) of art. 146 146 has been amended by section 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (3) The provisions of this Title shall not apply to the depositary of government securities. ... ((. The issuers for which storage operations are carried out shall conclude contracts with the central depository, which shall also carry out registry operations for them, providing information, in accordance with the provisions of this Article or their request. The central depository is competent to provide information to the competent authorities regarding the shareholders of issuers, in compliance with the provisions of Law no. 677/2001 for the protection of persons with regard to the processing of personal data and the free movement of such data, with subsequent amendments and completions. ... ---------- Alin. ((4) of art. 146 146 has been amended by section 5 5 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. ((4 ^ 1) The shareholders or, as the case may be, intermediaries are required to transmit to the central depository the copy of the identity card for individuals, the copy of the registration certificate or a document showing the establishment of the entity or a Similar document according to national shareholder law. ---------- Alin. (4 ^ 1) of art. 146 146 has been introduced by section 6 6 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (5) The Central Depository shall provide the issuers with the necessary information for the exercise of the rights attached to the stored financial instruments, being able to provide services for the fulfilment of the issuer's obligations financial. ... ---------- Alin. ((5) of art. 146 146 has been amended by section 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((5 ^ 1) The issuers shall make the payment of dividends and any other amounts due to the holders of securities through the central depository and the participants in the clearing-settlement system and the register. ---------- Alin. (5 ^ 1) of art. 146 146 has been introduced by section 7 7 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (6) In order to determine the ownership structure of an issuer, at a given reference date, intermediaries will report to the central depository the holders of their individualized sub-accounts. ... (7) The reporting provided in par. (6) shall be made as follows: ... a) for a certain financial instrument, within 3 working days from the date of application of the central depository; ... b) for all financial instruments, within 3 working days from the dates of 30 June and 31 December. ... ---------- Alin. ((7) of art. 146 146 has been amended by section 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 147 All classes of financial instruments, other than derivatives, traded on a regulated market or in an alternative trading system shall, on a compulsory basis, be stored at the authorized central depository for the purposes of centrally performing operations with financial instruments and ensuring a unit record of such operations. ---------- Article 147 has been amended by section 6.6. 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 2 Establishment and operation of the central depository + Article 148 (1) The conditions, the documentation that must accompany the application for authorization, as well as the procedure for authorization of the central depository will be established by regulations issued by the C.N.V.M. and will refer at least to: ... a) the minimum share capital of the stock company; ... b) the main activity and related activities that can be performed; ... c) the ownership structure; ... d) the conditions of integrity, qualification and professional experience to be met by administrators and management positions within the company; ... e) technical equipment and resources; ... f) quality of shareholders; ... g) financial auditors of the company. ... (2) The conditions underlying the granting of the authorization must be respected throughout the period of operation of the company. Any modification of these must be submitted, in advance, to the authorization of C.N.V.M. ... (3) Until the date of Romania's accession to the European Union, the central depository will not distribute dividends, the profit obtained being used, mainly, for the development of its own operating systems. ... + Article 149 (1) The regulations on the organization and functioning of the central depository will be subject to the approval of C.N.V.M., before their entry into force. ... ((1 ^ 1) Conditions of qualification, professional experience and reputation to be fulfilled, namely cases of incompatibility and conflict of interest to be avoided by the members of the board of directors, directors or, where appropriate, members of the supervisory board and members of the directorate are established by A.S.F. regulations ---------- Alin. ((1 ^ 1) of art. 149 149 has been introduced by section 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 3 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) The level of commissions and tariffs charged by the central depository will be approved by the general meeting of its shareholders and notified to C.N.V.M. ... (3) The members of the board of directors of the central depository shall be individually validated by C.N.V.M., before the beginning of the exercise of the mandate by each of them. ... + Article 150 (1) The shareholders of the central depository may not hold more than 5% of the voting rights, except for the market operators, who may hold up to 75% of the voting rights, with the approval of C.N.V.M. ... (2) Any acquisition of shares of the central depository, which will lead to a holding of 5% of the total voting rights, will be subject to the prior approval of C.N.V.M. ... (3) Any estrangement of shares shall be notified to C.N.V.M., within the period provided by the regulations issued by it. ... (4) If the requirements regarding the integrity of the shareholders are not met or the approval of C.N.V.M. is omitted, the voting rights related to the shares held with non-compliance with the mentioned requirements are suspended by law, applying the procedure established in art. 283. ... + Article 151 (1) The accounts of financial instruments opened at the central depository of intermediaries will be highlighted in such a way as to ensure the separation of financial instruments held in their own name by those held in the account of their clients. ... ---------- Alin. ((1) of art. 151 151 has been amended by section 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 4 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((2) The participants in the clearing-settlement system have the obligation to keep individualized subaccounts of financial instruments held in their clients ' account and to record daily in their own register the holdings, on each client, for each class of financial instruments. ... ---------- Alin. ((2) of art. 151 151 has been amended by section 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 4 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (3) The Central Depository shall be directly liable for the daily assurance of the consistency between the amount of financial instruments recorded in the financial instrument accounts and the amount of financial instruments issued. ... ---------- Alin. ((3) of art. 151 151 has been amended by section 10 10 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 26 26 ^ 4 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (4) Financial guarantees and securities on financial instruments, other than derivatives, shall be constituted and executed according to the regulations issued by A.S.F., in compliance with the legal provisions in force. ... ---------- Alin. ((4) of art. 151 151 has been amended by section 11 11 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 27 27 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (5) The enforcement of financial guarantees on financial instruments, other than derivatives, of securities on financial instruments, other than derivatives, or, where applicable, enforcement initiated as a result of the establishment of the procedure of attachment/seizure on financial instruments, other than derived ones, is carried out according to the regulations issued by A.S.F., in compliance with the legal provisions in force. ... ---------- Alin. ((5) of art. 151 151 has been amended by section 11 11 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 27 27 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (6) The acquisition of financial instruments subject to a mortgage or attachment/seizure can only be achieved if it was not possible to extinguish the claim by selling the respective financial instruments through a intermediary, on a regulated market or in an alternative trading system. ... ---------- Alin. ((6) of art. 151 151 has been amended by section 11 11 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 27 27 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 152 C.N.V.M. will issue regulations regarding the operations carried out by the central depository and the entities for which it performs these operations. + Section 3 Supervision of the central depository + Article 153 (1) C.N.V.M. supervises the activity of the central depository to ensure the transparency of operations, the smooth activity and protection of investors. ... (2) C.N.V.M. may request the modification of the regulations issued by the central depository. ... + Article 154 C.N.V.M. may request the central depository to periodically transmit data, information and documents, organize inspections at the headquarters of the central depository and ask to be provided with all necessary documents, specifying the procedures and the time limits for their transmission. + Article 155 (1) The financial instruments kept in the accounts opened with the central depository shall not be regarded as belonging to its patrimony and shall not be subject to any claim by the depositary's creditors. ... ---------- Alin. ((1) of art. 155 155 has been amended by section 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) Provisions of para. ((1) shall also apply in the case of bankruptcy or administrative liquidation of the central depository. ... + Article 156 In the framework of the bankruptcy proceedings against the central depository, the syndic judge will appoint the liquidator, with the agreement of C.N.V.M. + Chapter V Central counterparty and clearing house ---------- The name of Chapter V has been amended by point 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 1 General provisions + Article 157 (1) The central counterparty is a legal person who interposes between the counterparties to the contracts traded on one or more financial markets, thus becoming a buyer for each seller and seller for each buyer. ... ((2) A.S.F. is the competent authority responsible for carrying out the tasks arising from Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories, for the authorisation and supervision of central counterparties established on . ... ((. The clearing house shall be an entity responsible for the calculation of the net positions of intermediaries, of a possible central counterparty and/or of a possible settlement agent. ... (. The clearing house for derivatives shall act as a central counterparty. ... ((5) The same entity may be authorised to act as a central counterparty, both for derivatives and for financial instruments other than derivatives. ... ---------- Article 157 has been amended by section 6.6. 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 3 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 158 C.N.V.M. will issue regulations in accordance with Community law, relating to the conditions that the clearing members must meet, as well as the procedure for holding, collecting financial guarantees, hereinafter referred to as margins, netting and guarantee of positions held by clearing members, including in their own name, as well as the criteria for the management of the clearing house and central counterparty funds. + Section 2 Establishment and operation of the clearing house and central counterparty + Article 159 (1) The clearing house and the central counterparty are legal entities, constituted in the form of joint stock companies, issued by nominative shares, paid in full in cash, at the time of submission of the application for authorization. ... ((2) The A.S.F. regulates the establishment and operation of the clearing house and central counterparties, in order to guarantee the safety of derivatives transactions and other financial instruments than derivatives, in accordance with European rules. ... ---------- Alin. ((2) of art. 159 159 has been amended by section 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 4 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (3) The provisions of art. 148 and 149 will apply accordingly to the clearing house and central counterparties. ... ---------- Alin. ((3) of art. 159 159 has been amended by section 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 4 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 160 Repealed. ---------- Article 160 has been repealed by point 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 5 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 161 ((1) The margins constituted on behalf of the clearing members shall not be regarded as belonging to the assets of the clearing house/central counterparty and shall not be subject to the request or payment of the creditors of the clearing house/central counterparty. ... (2) Provisions of para. ((1) shall also apply in the case of bankruptcy or administrative liquidation of the clearing house/central counterparty. ... ---------- Article 161 has been amended by section 1. 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 6 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 3 Regulations relating to the work of the clearing house and central counterparties + Article 162 (. The regulations of the CCP shall be subject to the approval of the A.S.F. and shall at least concern the requirements of the CCP in accordance with Regulation (EU) No 648/2012 , other relevant European Union rules and regulations issued by the A.S.F. ... (2) The regulations of the CCP shall be subject to the approval of the A.S.F., in accordance with the regulations issued by A.S.F. ... (3) The central counterparty shall request the prior approval of the B.N.R. for the system of settlement of operations with financial instruments, as well as for any modification thereof. ... ---------- Article 162 has been amended by section 4.2. 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 7 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 163 (1) The clearing house and the central counterparty must comply with the principle of separate evidence of their records from those of the clearing members. ... (2) The clearing house and the central counterparty must meet the requirements of public interest, promote the objectives of the holders and users and allow a fair and open access, in order to facilitate the orderly exit from the system participants who no longer meet the criteria of being members, criteria that are made public. ... (. The clearing house and the central counterparty shall provide the participants with sufficient information to identify and correctly assess the risks and costs associated with clearing house services and central counterparties. ... + Section 4 Supervision of the clearing house and central counterparty + Article 164 The clearing house and the central counterparty must ensure that the activity is carried out in an orderly manner, the transparency of operations, as well as regular and correct + Article 165 C.N.V.M. will supervise the work of the clearing house and central counterparties and will be able to request them to communicate data, information and documents, will be able to organize inspections at their premises and ask to be provided with all the necessary documents, specifying the procedures and time limits for their transmission. + Article 166 C.N.V.M. may request changes to the regulations issued by the clearing house and the central counterparty. + Article 167 In the framework of the triggering of the bankruptcy proceedings against the central counterparty/clearing house, the syndic judge appoints the liquidator, in consultation with the A.S.F. ---------- Article 167 has been amended by section 6.6. 12 12 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 27 27 ^ 8 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Chapter VI Finality of transfers in the clearing-settlement system + Section 1 General provisions + Article 168 (. For the purposes of this Chapter: ... a) institution is an entity participating in the clearing-settlement system and which is obliged to perform the financial obligations resulting from the transfer orders issued under that clearing-settlement system, defined in art. 2 2 para. ((1) pt. 2 2 of Law no. 253/2004 , with subsequent amendments and completions; ... b) participant is an institution, a central counterparty, a settlement agent, a clearing house or a clearing-settlement system operator. According to system rules, the participant can act at the same time in all or only in some of these qualities; ... c) indirect participant is an institution, a central counterparty, a settlement agent, a clearing house or a clearing-settlement system operator, which has a contractual relationship with a system participant executing transfer orders and under which the indirect participant may transmit transfer orders in that system, provided that the indirect participant is known to the clearing-settlement system operator. For the prevention of systemic risk, an indirect participant may be considered a participant, without limiting the responsibility of the participant through which the indirect participant transmits transfer orders in that system. clearing-settlement; ... d) the operator of the clearing-settlement system shall be the entity or entities legally responsible for the operation of a clearing-settlement system. A clearing-settlement system operator may also act as settlement agent, central counterparty or clearing house; ... e) interoperable clearing-settlement systems are two or more clearing-settlement systems whose system operators have entered into agreements under which it is possible to execute transfer orders from one system to another; ... f) settlement agent is an entity that provides other participants in the clearing-settlement system settlement accounts by which transfer orders from the system are settled and which may grant credits to those intermediaries and/or central counterparties for settlement purposes; ... g) insolvency proceedings are the procedure provided for in art. 2 2 para. ((1) pt. 10 10 of Law no. 253/2004 , with subsequent amendments and completions. ... ((. The provisions of this Chapter shall apply to the clearing-settlement system, as defined in paragraph 1. ((3), all participants in the clearing-settlement systems and all financial guarantees constituted in the framework of participation in a clearing-settlement system. ... (3) The clearing-settlement system is a system defined in art. 2 2 para. ((2) 1 1 of Law no. 253/2004 , with subsequent amendments and completions, authorized by C.N.V.M. or other competent authority of the Member States of the European Economic Area, as the case may be. A convention concluded between operators of interoperable clearing-settlement systems does not constitute a system. ... ---------- Article 168 has been amended by section 6.6. 28 28 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 2 Settlement and transfer orders + Article 169 (. The moment from which a transfer order is deemed to be entered into the clearing-settlement system shall be clearly specified by the rules of the clearing-settlement system. ... ---------- Alin. ((1) of art. 169 169 has been amended by section 13 13 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 28 28 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((1 ^ 1) A transfer order entered into the system shall not be revoked by a participant in the clearing-settlement system or by a third party, after the deadline set by the rules of that system. ---------- Alin. ((1 ^ 1) of art. 169 169 has been introduced by section 13 13 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 28 28 ^ 2 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) The transfer and clearing orders are valid, they produce their legal effects and are opposable to third parties even in the event of the opening of insolvency proceedings on a participant, provided that the respective transfer orders have been introduced into the system before the opening of insolvency proceedings. This applies also to the opening of insolvency proceedings against a participant in the clearing-settlement system in question or an interoperable system or against the operator of an interoperable system which is not a participant, provided that those transfer orders have been entered into the system before the opening of insolvency proceedings. ... ---------- Alin. ((2) of art. 169 169 has been amended by section 29 29 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((3) By way of exception, if transfer orders are entered into the system after the opening of insolvency proceedings and are executed on the opening day of insolvency proceedings, these transfer orders and compensation shall produce their legal effects. and are opposable to third parties, provided that the operator of the clearing-settlement system can prove, after the time of settlement, that it has not known and was not wanted to know that insolvency proceedings have been opened. ... ---------- Alin. ((3) of art. 169 169 has been amended by section 29 29 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((4) No legal rule, rule, provision or practice for the cancellation of contracts and transactions concluded before the opening of insolvency proceedings may lead to the cancellation of transfer orders, compensations, payments and subsequent transfers, referred to in par. ((1) and (2). ... ---------- Alin. ((4) of art. 169 169 has been amended by section 29 29 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((5) In the case of interoperable clearing-settlement systems, each system will establish, in its own system rules, the timing of the introduction of a transfer order so as to ensure, as far as possible, coordination in this regard. the rules of all interoperable systems concerned. The rules of a clearing-settlement system regarding the timing of the transfer orders to the system will not be affected by the rules of the other clearing-settlement systems with which it is interoperable, unless the rules all interoperable clearing-settlement systems include express provisions in this regard. ... ---------- Alin. ((5) of art. 169 169 has been introduced by section 30 30 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 3 Provisions on insolvency proceedings ---------- Title sect. The 3rd head. VI has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Article 170 (1) For the purposes of this Law, the timing of the opening of insolvency proceedings is the time when the competent authority gives the decision to open the procedure. ... (2) The competent authority which issued the decision to open insolvency proceedings shall immediately communicate its decision to the C.N.V.M., by fax or electronic mail, with acknowledgement of receipt. ... ---------- Article 170 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. + Article 171 (1) The insolvency proceedings do not have a retroactive effect on the rights and obligations of the participants, the rights and obligations arising out of/or are in connection with their participation in the clearing-settlement system, established before the timing of the proceedings. This provision shall also apply to the rights and obligations of a participant in an interoperable clearing-settlement system or the operator of an interoperable clearing-settlement system that is not a participant. ... ((2) After the opening of insolvency proceedings against a participant or an operator of an interoperable clearing-settlement system, the settlement agent, on behalf of and on the account of the participant, for the purpose of fulfilling the obligations contracted in connection with participation in the system, concluded before the start of insolvency proceedings, may use: ... a) funds and financial instruments available in the participant's settlement account; ... b) financial guarantees intended to meet the participant's obligations in relation to participation in the system. ... (3) Financial guarantees and deposits set up in the clearing-settlement system or in an interoperable clearing-settlement system by a participant or the clearing-settlement system operator against which they started insolvency proceedings will not be affected by their opening. Property rights of the participant or the operator of the remaining clearing-settlement system after the performance of the contracted obligations in relation to participation in the clearing-settlement system or a clearing-settlement system Interoperable, before the start of insolvency proceedings, can be used in the procedure. ... ((4) In the event of the opening of insolvency proceedings against a participant or the operator of the clearing-settlement system, financial instruments and/or funds held on behalf of and on behalf of the participant's investors, or the operator will not be able to be subject to the request or payment of the creditors of that participant or of the clearing-settlement system ... ---------- Article 171 has been amended by section 6.6. 31 31 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 172 Execution of financial collateral contracts concluded by entities regulated by C.N.V.M., pursuant to Government Ordinance no. 9/2004 on certain financial guarantee contracts, approved by Law no. 222/2004 , will be done in compliance with the regulations issued by C.N.V.M. + Title V MARKET OPERATIONS + Chapter I Public tenders + Section 1 Common provisions + Article 173 (1) Any person intending to make a public offering shall submit to the A.S.F. an application for approval of the prospectus, in the case of the public offer of sale, or of the offer document, accompanied by an announcement, in the case of the public offer of purchase, in compliance with the regulations issued by A.S.F. ... ---------- Alin. ((1) of art. 173 173 has been amended by section 8 8 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (2) After approval of the prospectus/offer document, it must be available to the public, at the latest on the date of initiation of the public offering. ... + Article 174 (1) The public offer run without the approval of the prospectus/offer document or with non-compliance with the conditions established by the approval decision is void of law and attracts for those at fault the application of the sanctions provided by law. ... (2) The bidder shall be obliged to the investors of good faith to the return of payments and to damages arising from the nullity of the transactions concluded on the basis of such an offer. ... + Article 175 (1) The notice of public offering may be released after the issuance of the decision approving the offer document by the A.S.F. and must be published according to the regulations issued by A.S.F. ... ---------- Alin. ((1) of art. 175 175 has been amended by section 9 9 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (2) The notice of public offering shall contain information on the ways in which the offer document is available to the public. ... ---------- Alin. ((2) of art. 175 175 has been amended by section 9 9 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (3) The prospectus/offer document shall be deemed to be available to the public in one of the following situations: ... a) is published in at least one printed or online newspaper, according to the applicable European regulations regarding the content and publication of prospectuses, as well as the dissemination of advertising releases; ... ---------- Lit. a) a par. ((3) of art. 175 175 has been amended by section 33 33 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. b) may be obtained by a potential investor free of charge, on paper, at least on the premises of the tenderer and intermediary of that offer, or at the headquarters of the regulated market operator on which they are admitted to trading. securities; ... c) is published in electronic format on the website of the bidder or, as the case may be, of the offer intermediary; ... ---------- Lit. c) a par. ((3) of art. 175 175 has been amended by section 4.2 10 10 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. d) is published in electronic format on the website of the market operator on which the admission to trading of these securities is intended; ... e) is published in electronic format on the website C.N.V.M., in case it decided to offer this service. ... (3 ^ 1) The bidder or persons responsible for the realization of the prospectus, who publish the prospectus according to the modalities provided in ((3) lit. a) or b), are required to publish the prospectus and in electronic format according to the modalities provided in lett. c). ---------- Alin. ((3 ^ 1) was introduced by section 4.2. 34 34 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (. If the prospectus/offer document has been made available to the public in electronic form, a copy of the paper shall be provided, at the request of any investor, free of charge, at the premises of the offeror or the intermediary of the offer. ... + Article 176 (1) The public purchase offer becomes mandatory on the date on which the notice and the offer document are published, and in the case of the public offering for sale of securities from the date the prospectus is published, according to the regulations issued by A.S.F. ... (2) The prospectus or the offer document must be available to the public subsequent to its approval by the A.S.F., in the form and having the content in which it was approved. ... ---------- Article 176 has been amended by section 6.6. 11 11 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 177 The period of supply is the one provided for in the prospectus, in the case of public offers for sale of securities or in the notice and the offer document, in the case of public offers of purchase of securities, but cannot exceed the deadlines established by the regulations issued by A.S.F. At the end of the period, the public offer becomes obsolete. ---------- Article 177 has been amended by section 6.6. 12 12 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 178 (1) Any advertising release referring to a public offering of securities or the admission of securities to trading on a regulated market shall comply with the provisions of this Article. Paragraphs 2 to 5 shall not apply where the public offering of securities is not subject to the obligation to publish a prospectus. ... (2) The advertising communications shall announce that a prospectus/offer document has been or will be published and shall indicate the place and date of/from which the investors may or will be able to procure that prospectus/offer document. ... (3) The dissemination of advertising communications, prior to issuing the decision approving the offer/prospectus, shall be prohibited. ... (4) The information provided in the advertising communications must be accurate, complete and accurate. The information must also be consistent with those specified in the prospectus/offer document, if the prospectus/offer document has already been published or in accordance with the information to be disclosed. figure in it, if the prospectus/offer document is subsequently published. ... ((5) Any oral or written information, including in electronic form, with regard to public offering or admission to trading on a regulated market, even if it has no advertising character, must be consistent with information provided in the prospectus/offer document. ... (6) Any form of advertising that incites the acceptance of the public offer, made with the presentation of the offer as benefiting from advantages or other qualities arising from the decision of the A.S.F. approving the offer/prospectus document, constitutes dol by abusive or false advertising, which vitiates the transactions probed as motivated by such a presentation. ... (7) If the publication of a prospectus is not binding within the meaning of this law, the important information provided by an issuer or a bidder and addressed to qualified investors or special categories of investors, including those broadcast on the occasion of meetings related to offers of securities, shall be communicated to all qualified investors or to the special categories of investors to whom this offer is addressed exclusively. Where the publication of the prospectus is binding, this information shall appear in the prospectus or in a supplement to the prospectus in accordance with the provisions of 179. ... (8) A.S.F. is empowered to verify that the conduct of advertising activities regarding the public offering or admission to trading on a regulated securities market is in accordance with the provisions of par. ((2)-(5) and para. ((7). ... ---------- Article 178 has been amended by section 6.6. 13 13 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 179 (1) Any significant new fact or any material error or inaccuracy regarding the information contained in the prospectus, which is likely to influence the valuation of securities and occurs or is found between the time of approval of the prospectus and the closing of the public offering or, where applicable, the start of trading on a regulated market, shall be mentioned in an amendment to the prospectus ... (2) This amendment is approved by the A.S.F. within 7 working days in compliance with the same procedure applicable to the approval of the prospectus and is brought to the public's attention under the same conditions as the prospectus was brought to public knowledge. ... ---------- Alin. ((2) of art. 179 179 has been amended by section 14 14 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. ((3) The summary and any possible translation thereof must be amended or supplemented, if necessary, in order to take account of the new information in the amendment. ... ---------- Article 179 has been amended by section 6.6. 36 36 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 180 If the C.N.V.M. is requested regarding the approval of a prospectus/offer document, it may: a) ask the bidder to insert additional information in the prospectus/offer document necessary for the protection of investors; ... b) to ask the tenderer and the persons who control it or are controlled by it, information and documents; ... c) to ask the auditors and management of the bidder and intermediaries, information and documents necessary for the protection of investors; ... d) order the suspension of the conduct of an offer as many times as necessary, for a period of no more than 10 working days for each suspension, if there are thorough indications regarding the violation of the provisions of this law and the regulations issued by C.N.V.M.; ... e) order the prohibition or suspension of the dissemination of advertising communications related to a public offering as many times as necessary, for a period of maximum 10 working days for each suspension, if there are thorough indications on violation of the provisions of this law and regulations issued by A.S.F. ... ---------- Lit. e) of art. 180 180 has been amended by section 4.2 15 15 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. f) to order the revocation of the approval decision, if it finds that the conduct of the public offer is made in violation of the provisions of this law, of the regulations issued by C.N.V.M., as well as ... 1. if they consider that the circumstances after the approval decision cause fundamental changes to the elements and data that have motivated them; 2. when the bidder informs C.N.V.M. that it retracts the offer, before the launch of the offer notice; g) order the cancellation of the approval decision, if it was obtained on the basis of false information, or that misled; ... h) to make public that a bidder does not comply with its obligations. ... + Article 181 (1) The suspension of the public offer stops the period of its duration. Upon lifting or termination of suspension, the conduct of the public offering will resume. ... ((2) Revocation of the decision approving the document/prospectus, during the performance of the public offer, shall lack the effects of the subscriptions made until the revocation. ... ((3) The cancellation of the decision approving the document/prospectus shall be without effect the transactions concluded until the date of cancellation, giving way to the refund of the securities, respectively of the funds received by the bidders, voluntarily or on the basis of a decision Court. ... + Article 182 (1) They are responsible for non-compliance with the legal provisions regarding the reality, accuracy and accuracy of the information in the prospectus/offer document and in the notice, as ... a) the bidder; ... b) the members of the board of directors of the tenderer or ... c) the issuer; ... d) members of the board of directors of the issuer; ... e) the founders, in case of public subscription; ... f) the financial auditor who has certified the financial statements, the information of which has been taken into the prospectus; ... g) supply intermediaries; ... h) any other entity that has accepted in the prospectus liability for any information, study or evaluation inserted or mentioned. ... (2) They are liable, regardless of fault, and the following persons are jointly held: ... a) the bidder, if any of the entities referred to in paragraph ((1) lit. b), g) and h) is responsible; ... b) the issuer, if any of the entities referred to in par. ((1) lit. d)-f) is responsible; ... c) the manager of the intermediation union, if a member of the intermediation union is responsible. ... (3) The right to compensation must be exercised within 6 months from the date of knowledge of the deficiency of the prospectus/document, but no later than 1 year after the closure of the public offer. ... + Section 2 Public offering for sale + Article 183 (1) No public sales offer may be made without the publication of a prospectus approved by C.N.V.M. ... (2) The public sales offer will be made through an intermediary authorized to provide services and investment activities. ... --------- Alin. ((2) of art. 183 183 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (3) By way of derogation from the provisions of paragraph (. The preparation and publication of a prospectus shall not be binding in the following cases: ... a) for the following types of offer: ... 1. an offer of securities addressed exclusively to qualified investors; and/or 2. an offer of securities addressed to less than 150 natural or legal persons other than qualified investors, per Member State; and/or 3. other offers of securities specified by the regulations of C.N.V.M., under the law; b) for the following types of securities: ... 1. offered, assigned or to be assigned, on the occasion of a merger or division, provided that a document containing information considered by the C.N.V.M. is available as equivalent to those it must include. the prospectus, taking into account the requirements of 2. dividends paid to existing shareholders in the form of shares of the same class as those that give right to these dividends, as long as a document containing information about the number and nature of the shares is available, as well as about reasons and characteristics of the offer c) in other cases specified by the regulations issued by C.N.V.M., under the law. ... ---------- Alin. ((3) of art. 183 183 has been amended by section 37 37 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (4) Any subsequent resale of securities, which have previously been the subject of a type of offer provided in par. (3), will be considered a distinct operation, the provisions of art. 2 2 section 18 18 to be applied in order to determine the extent to which the resale operation is a public offering. ... (5) In the case of O.P.C.V.M., the prospectus is drawn up according to the provisions of Title I-Collective investment bodies in securities and investment management companies of Government Emergency Ordinance no. 32/2012 on undertakings for collective investment in transferable securities and investment management companies and for amending and supplementing Law no. 297/2004 on the capital market. ... ---------- Alin. ((5) of art. 183 183 has been amended by section 16 16 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 184 (1) The offer prospectus shall contain the information which, according to the characteristics of the issuer and securities offered to the public, is necessary for investors, in order to carry out an informed assessment of: liabilities, financial statement, profit or loss, prospects of the issuer and the entity that guarantees the fulfilment of the obligations assumed by the issuer, if applicable, and of the rights attached to those securities. ... (2) The offer proposal is valid for 12 months after its approval by C.N.V.M., and can be used in the case of several securities issues, during this period, provided that it is updated according to art. 179. ... ---------- Alin. ((2) of art. 184 184 has been amended by section 38 38 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((3) The prospectus also includes a summary showing, in a concise manner and in a non-technical language, essential information in the language in which the prospectus was originally drawn up. The form and content of the prospectus summary provide, together with the prospectus, appropriate information on the essential elements of the securities in question to help investors decide whether to invest in such values securities. ... ---------- Alin. ((3) of art. 184 184 has been amended by section 38 38 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((4) The summary is drawn up in a common format to facilitate comparability with summaries of similar securities and includes essential information on the securities in question to help investors decide whether to invest in such securities. The summary must also contain a warning from potential investors that: ... ---------- Part introd. a para. ((4) of art. 184 184 has been amended by section 4.2 39 39 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. a) should be read as an introduction to the prospectus ... b) any investment decision must be based on the information contained in the prospectus, considered in its entirety; ... c) before the start of the judicial procedure, having as object the information contained in a prospectus, the applicant will have to bear the costs related to the translation of the prospectus into ... d) civil liability, if the summary misleads, is inconsistent or inaccurate, or is contradictory to other parts of the prospectus, lies with the persons who drew up the summary, including those who carried out the translation, as well as notifying persons of cross-border public offers. ... ((5) If the prospectus refers to the admission to trading on a regulated market of securities other than capital, with a nominal value that represents at least the equivalent in lei of the amount of 100,000 euros, it is not the provision of a summary, unless a Member State so requests, in accordance with the applicable law of that Member State. If the admission is carried out on a regulated market in Romania, a summary will be drafted in Romanian. ... ---------- Alin. ((5) of art. 184 184 has been introduced by section 17 17 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 185 (. The prospectus may be drawn up in a single form or having several components, namely: ... a) the issuer's presentation sheet containing the information relating thereto; ... b) note on the characteristics of the securities offered or proposed to be admitted to trading on a regulated market; ... c) summary of the prospectus. ... (2) The presentation sheet of the issuer approved by C.N.V.M. shall be valid for no more than 12 months. ... Presentation sheet, updated according to art. 179 179 or art. 185 185 para. ((4), together with the securities note and the summary, shall be considered as a valid prospectus. ---------- Alin. ((2) of art. 185 185 has been amended by section 40 40 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (3) An issuer that has already approved by A.S.F. the presentation sheet may draw up and submit for approval only the documents provided in par. ((1) lit. b) and c), if they intend to launch a public offer or to admit those values to trading on a regulated market. ... ---------- Alin. ((3) of art. 185 185 has been amended by section 18 18 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (4) In the situation referred to in par. ((3), the note on the characteristics of the securities offered or proposed to be admitted to trading on a regulated market will also contain the information that should normally be shown in the issuer's presentation sheet, if appears a significant change or a new fact that could affect investors ' assessment after the approval of the last updated version of the presentation sheet, unless this information is provided in an amendment according to art. 179 179. Note on the characteristics of the securities and the summary are presented separately for approval C.N.V.M. ... ---------- Alin. ((4) of art. 185 185 has been amended by section 40 40 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 186 (1) In the prospectus may be incorporated information by reference to one or more documents previously published or simultaneously and approved by C.N.V.M. or submitted to C.N.V.M. according to the provisions of Title V cap. I sections 1 and 2 and Title VI head. II and V. This information is the most recent information available to the issuer. ... (2) If, within the prospectus, information is incorporated according to the provisions of par. ((1), a correlation table will be drawn up to enable investors to identify such information. ... (3) The prospectus summary may not include information by reference to other documents according to the provisions of par. ((1). ... ---------- Article 186 has been amended by section 6.6. 41 41 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 187 The prospectus contains information on the issuer and securities that are publicly available or admitted to trading on a regulated market. The minimum content of the information to be included in the prospectus, the form of their presentation, depending on the type of securities that are subject to the offer and the documents to accompany the prospectus will be determined by the applicable European regulations relating to the content and publication of prospectuses, as well as to the dissemination of advertising communications or, where appropriate, by regulations of the C.N.V.M. ---------- Article 187 has been amended by section 6.6. 42 42 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 188 ((1) C.N.V.M. shall rule on the approval of the offer prospectus, within 10 working days from the registration of the application. ... (2) The term provided in par. ((1) may be extended to 20 working days, if the securities are issued by an issuer who for the first time requests admission to trading on a regulated market or who has not publicly offered securities. ... (3) Any request for additional information or modification of those originally presented within the prospectus, initiated by C.N.V.M. or by the bidder, will interrupt these deadlines, which will begin to run again from the date of supply. that information or changes. ... + Article 189 (1) If the final offer price and the number of securities offered to the public cannot be included in the prospectus, at the time of its approval, the prospectus shall contain: ... a) the criteria and/or conditions on the basis of which the final offer price and the number of securities offered to the public will be determined or, in the case of price, its maximum value; or ... b) the possibility of withdrawal of subscriptions made in at least two working days from the date when the final price and the number of securities offered were registered with A.S.F. and brought to the attention of the public according to art. 175 175 para. ((3). ... ---------- Alin. ((1) of art. 189 189 has been amended by section 19 19 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (2) If the prospectus relates to a public offering of securities, investors who have expressed the will to subscribe securities prior to the publication of an amendment to the prospectus have the right to withdraw their subscriptions. carried out, within two working days after the publication of that amendment, provided that the new factor, error or inaccuracy provided for in art. 179 appeared before the closing of the public offering and the transfer of securities. This period can be extended by the issuer or the bidder, according to the regulations of C.N.V.M. The final date until which the right of withdrawal can be exercised must be specified in the amendment. ... ---------- Alin. ((2) of art. 189 189 has been amended by section 43 43 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (3) The right of investors to withdraw the subscriptions shall be exercised under the conditions and within the limits mentioned in the prospectus, the bidder having the possibility to determine that the subscriptions can be withdrawn only in the situations mentioned in par. ((1) and/or par. ((2), as appropriate. ... ---------- Alin. ((3) of art. 189 189 has been introduced by section 14 14 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 43 43 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 190 Repealed. ---------- Article 190 has been repealed by point (a) 20 20 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 191 The application activities of the investment intention are allowed, in order to assess the success of a future offer, under the conditions established by C.N.V.M. + Article 192 (1) The legal provisions on public sales offers are not mandatory in the case of participation titles issued by O.P.C.V.M., as well as in other situations established by C.N.V.M. regulations. ... (2) The C.N.V.M. will issue regulations on cross-border public offers, in accordance with the applicable European legislation. ... --------- Article 192 has been amended by section 6.6. 44 44 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Section 3 Public Purchase Offer + Article 193 (1) The public purchase offer represents the offer of a person to buy securities, addressed to all their holders, disseminated by means of mass information or communicated in other ways, but subject to the equal possibility of reception from the holders of those securities. ... (2) The public purchase offer will be made through an intermediary authorized to provide services and investment activities. ... ---------- Alin. ((2) of art. 193 193 has been amended by art. 205 EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. (3) The price offered in the purchase offers will be determined in accordance with the regulations of the C.N.V.M. ... + Article 194 (1) C.N.V.M. shall rule on the approval of the offer document, within 10 working days from the registration of the application. ... (2) Any request for additional information or modification of those originally presented within the offer document, initiated by C.N.V.M. or by the bidder, will interrupt this term, which will begin to run again from the date of supply. that information or amendment. ... + Article 195 (1) The public purchase offer must be carried out under conditions that ensure equal treatment for all investors. ... (2) The minimum information content that the offer document must include will be established by the regulations of the C.N.V.M. ... + Section 4 Public offer of voluntary takeover + Article 196 (1) The public voluntary takeover offer is the public offer to buy, addressed to all shareholders, for all their holdings, launched by a person who does not have this obligation, in order to acquire more than 33% of the voting rights. ... (2) The person who intends to conduct a public voluntary takeover offer will send C.N.V.M. a preliminary announcement, in order to approve it. The minimum information content that the preliminary announcement must contain will be established by the regulations of C.N.V.M. ... (3) After approval by C.N.V.M., the preliminary announcement will be sent to the company, subject of the takeover, to the regulated market on which the respective securities are traded and will be published in at least one central and one local daily the administrative-territorial radius of the issuer. ... + Article 197 (1) The Board of Directors of the Company, subject of the takeover, will transmit to C.N.V.M., the bidder and the regulated market on which those securities are traded its position on the appropriateness of the takeover, within 5 days from the receipt of the preliminary tender notice. ... (. The Management Board may convene the extraordinary general meeting, with a view to informing the shareholders of the position of the board of directors as regards that offer. If the request for the convocation is made by a significant shareholder, the convocation of the general meeting is mandatory, the convener to be published within a maximum of 5 days from the date of registration of the application. By way of derogation from provisions Law no. 31/1990 , the general meeting will be held within 5 days from the publication of the convocation in a national broadcast newspaper. ... (3) From the moment of receipt of the preliminary announcement until the closing of the offer, the board of directors of the company, subject of the takeover, shall inform C.N.V.M. and the regulated market of all operations carried out by the members the management board and the executive management of those securities. ... + Article 198 (1) The Board of Directors of the Company, subject of the takeover, can no longer conclude any act and shall take no action to affect the property situation or the objectives of the takeover, except for the current administration acts, from the timing of the preliminary announcement. ... (2) In the context of this section are considered to affect the patrimonial situation, the operations including, but not limited to, social capital increases or securities issuances that give right of subscription or conversion in shares, encumbrance or transfer of assets representing at least 1/3 of the net asset according to the last annual balance sheet of the company. ... (3) By way of derogation from the provisions of paragraph ((1), those operations derived from obligations assumed before the publication of the takeover notice may be carried out, as well as those operations expressly approved by the extraordinary general meeting, convened especially after the preliminary announcement. ... (4) The bidder is liable for all damages caused to the company, subject of the takeover offer, if it is proposed that it was launched exclusively for the purpose of putting the company in the situation of not taking some of the measures provided in par. (2) or of the conduct of those operations, expressly approved by the extraordinary general meeting, convened especially after the announcement. ... + Article 199 (1) The publication of the preliminary announcement obliges the bidder to submit to C.N.V.M., within a maximum of 30 days, the documentation related to the public takeover offer, in terms no less favorable than those specified in the preliminary announcement. ... (2) C.N.V.M. will rule on the approval of the offer document, within the deadline provided in art. 194. ... (3) The price offered in the voluntary takeover bids will be determined in accordance with the regulations of the C.N.V.M. ... + Article 200 The bidder or persons with whom they act in concert may no longer launch, for one year after the closing of the previous takeover offer, another public takeover offer targeting the same issuer. + Section 5-a Competing public offers + Article 201 ((1) Any person may launch a counter-offer, having as their object the same securities, under the following conditions: ... a) have as their object at least the same amount of securities or aim at reaching at least the same stake in the share capital; ... b) to offer a price at least 5% higher than that of the first offer. ... (2) The launch of the counter-offer will be made, by submitting to C.N.V.M. the necessary documentation, within a maximum of 10 working days from the date on which the first offer became public. ... (3) C.N.V.M. shall rule on these offers, in accordance with the provisions of art. 194 194 para. ((1). ... (4) By the decision authorizing the counter-offers, the C.N.V.M. shall establish only once the same closing date for all offers, as well as a deadline by which the amendments on the price increase may be submitted for authorization competing offers. ... (5) The single closing date for competing tenders may not exceed 60 working days from the start of the first tender. ... + Section 6 Mandatory public takeover bids + Article 202 The provisions of this section apply to companies whose shares are traded on a regulated market. + Article 203 (1) A person who, following his or her purchases or persons with whom he acts in concert, holds more than 33% of the voting rights on a company is obliged to launch a public offering addressed to all holders of securities and having as their object all their holdings as soon as possible, but not later than 2 months after the time of reaching that holding. ... (2) Until the public offer referred to in par. (1), the rights related to securities exceeding the threshold of 33% of the voting rights on the issuer are suspended, and that shareholder and the persons with whom he acts in concert may no longer purchase, through other operations, shares of the same issuer. ... (3) The provisions of par. (1) does not apply to persons who, prior to the entry into force of this law, have acquired the position of holder of more than 33% of the voting rights, in compliance with the relevant legal provisions at the time of acquisition. ... (4) Persons referred to in par. (3) will conduct a mandatory public offer, in accordance with the provisions of par. ((1), only if, subsequently, the entry into force of this law increases its holdings, so as to reach or exceed 50% of the voting rights of that issuer. Until the public offer is carried out, the rights related to the purchased shares exceeding 50% will be suspended and that shareholder and the persons with whom he acts in concert can no longer purchase, through other operations, shares of the same issuer. ... + Article 204 (1) The price in the mandatory public takeover offer is at least equal to the highest price paid by the bidder or by the persons with whom he acts in concert during the 12-month period prior to the date of submission to C.N.V.M. of the documentation Offer. ... (2) Provisions of para. (1) shall not apply where the tenderer or persons with whom he or she acts in concert have not acquired shares of the subject company of the compulsory public takeover offer within the period of 12 months prior to the date of filing C.N.V.M. of the offer documentation or whether C.N.V.M., ex officio or as a result of a referral in this regard, considers motivated that the operations by which actions were purchased are likely to influence the correctness of the establishment of price. ... (3) Under the conditions of paragraph (2) and in the event that the deadlines provided for in art. 203, respectively art. 205 regarding the submission to C.N.V.M. of the offer documentation, the price offered under the public takeover offer will be at least equal to the highest price among the following values determined by an authorized assessor, according to the law, and designated by bidder: ... a) the weighted average trading price, related to the last 12 months prior to the date of submission to C.N.V.M. of the offer documentation; ... b) the value of the net asset of the company, divided by the number of shares in circulation, according to the last audited financial statement; ... c) the value of the shares resulting from an expertise performed according to the international assessment standards. ... (4) If the deadlines provided for in art. 203 or, as the case may be, art. 205 and the bidder or persons with whom he acts in concert did not acquire shares of the subject company of the mandatory public takeover offer during the 12-month period prior to the submission date to C.N.V.M. of the documentation of the offer or if the C.N.V.M., ex officio or as a result of a complaint in this regard, considers motivated that the operations by which actions were purchased are likely to influence the correctness of the way of pricing, the price offered under the mandatory public takeover offer is at least equal to the highest price of the following values determined by an authorized assessor, according to the law, and designated by the bidder, as follows: ... a) the weighted average trading price, related to the last 12 months prior to the date of submission to C.N.V.M. of the offer documentation; ... b) the weighted average trading price, for the last 12 months prior to the date on which the position representing more than 33% of the voting rights was reached; ... c) the highest price paid by the tenderer or by persons acting in concert in the last 12 months preceding the date on which the position representing more than 33% of the voting rights has been reached; ... d) the value of the net asset of the company, divided by the number of shares in circulation, according to the last financial statement audited prior to the date of submission to C.N.V.M. of the offer documentation; ... e) the net asset value of the company, divided by the number of shares in circulation, according to the last financial statement audited prior to the date on which the position representing more than 33% of the voting rights was reached; ... f) the value of the shares resulting from an expertise performed according to the international assessment standards. ... (5) If the provisions of paragraph are not applicable. (2) and the deadlines provided for in art. 203 or, as the case may be, art. 205, the price offered under the mandatory public takeover offer is at least equal to the highest price among the following values: ... a) the highest price paid by the bidder or by the persons with whom he acts in concert during the period of 12 months prior to the date of submission to C.N.V.M. of the offer documentation; ... b) the highest price paid by the tenderer or by persons acting in concert in the last 12 months preceding the date on which the position representing more than 33% of the voting rights has been reached; ... c) the weighted average trading price, related to the last 12 months prior to the date of submission to C.N.V.M. of the offer documentation; ... d) the weighted average trading price, for the last 12 months prior to the date on which the position representing more than 33% of the voting rights was reached. ... (6) If C.N.V.M., ex officio or as a result of a complaint in this regard, considers motivated that the price established by an authorized assessor, according to the law, in any of the situations specified in par. (4), is not likely to lead to the establishment of a fair price within the public mandatory takeover offer, C.N.V.M. will be able to request the restoration of the evaluation. ... (7) The assessment report by which the price is determined in the framework of the mandatory public takeover bids will be made available to the shareholders of the issuing company, under the same conditions as the offer document. ... ---------- Article 204 has been amended by section 4. 45 45 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 205 (1) The provisions of art. 203 will not apply if the position representing more than 33% of the voting rights on the issuer was acquired as a result of an exempted transaction. ... (2) In the context of the present law, the "exempted transaction" represents the acquisition of that position: ... a) in the privatisation process; ... b) by purchasing shares from the Ministry of Public Finance or from other legal entities, in the framework of the procedure of execution of budgetary claims; ... c) following transfers of shares between the parent company and its subsidiaries or between the subsidiaries of the same parent company; ... d) following a public voluntary takeover offer addressed to all holders of those securities and having as their object all their holdings. ... ((. Where the acquisition of the position representing more than 33% of the voting rights on the issuer is unintentionally carried out, the holder of such a position shall have one of the following alternative obligations; ... a) to carry out a public offer, under the conditions and at the price provided in art. 203 203 and art. 204 204; ... b) to dispose of a number of shares, corresponding to the loss of the unintended position. ... (4) The execution of one of the obligations provided in par. ((3) shall be made within 3 months from the acquisition of that position. ... ((5) The acquisition of the position representing more than 33% of the voting rights on the issuer shall be deemed unintentional, if it has been carried out as an effect of such operations as: ... a) the reduction of capital, by the redemption by the company of its own shares, followed by their cancellation; ... b) exceeding the threshold, as a result of the exercise of the right of preference, subscription or conversion of the rights initially assigned, as well as the conversion of the preferential shares into ordinary shares; ... c) merger/division or succession. ... + Article 205 ^ 1 Art. 203 203 does not apply to the use of the instruments, powers and resolution mechanisms provided for by the legislation on the recovery and resolution of credit institutions and investment firms. ---------- Art. 205 ^ 1 was introduced by item 1 1 of art. 632 of LAW no. 312 312 of 4 December 2015 published in MONITORUL OFFICIAL no. 920 920 of 11 December 2015. + Section 7 Withdrawal of shareholders from a trading company + Article 206 (1) As a result of the conduct of a public purchase offer addressed to all shareholders and for all their holdings, the bidder has the right to require shareholders who have not subscribed in the offer to sell those shares, at a fair price, if it is in one of the following situations: ... a) holds shares representing at least 95% of the total number of shares in the share capital that confers the right to vote and at least 95% of the voting rights that may actually be exercised; ... b) has purchased, within the public offer of purchase addressed to all shareholders and for all their holdings, shares representing at least 90% of the total number of shares of the share capital that confers the right to vote and at least 90% of the voting rights concerned in the tender. ... --------- Alin. ((1) of art. 206 206 has been amended by section 46 46 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (1 ^ 1) The bidder may exercise the right provided in par. (1) within 3 months from the date of closing of the public offer. --------- Alin. ((1 ^ 1) of art. 206 206 has been introduced by section 47 47 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) If the company has issued several classes of shares, the provisions of par. ((1) shall be applied separately for each class. ... (3) The price offered under a voluntary public purchase/takeover offer, in which the bidder acquired through the underwriting of the offer shares representing at least 90% of the total number of shares of the share capital that confers right of the vote concerned in the offer, shall be considered as a fair price. In the case of a mandatory public takeover offer, the price offered in the tender shall be deemed to be fair price. ... --------- Alin. ((3) of art. 206 206 has been amended by section 48 48 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (4) Given that the provisions of paragraph are not applicable. (3), the price is determined by an authorized assessor, according to the law, according to international assessment standards. ... ---------- Alin. ((4) of art. 206 206 has been amended by section 48 48 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (4 ^ 1) If C.N.V.M., ex officio or as a result of a complaint in this regard, considers motivated that the price established by an authorized assessor, according to the law, according to the provisions of par. ((4), it is not likely to lead to the establishment of a fair price, it will be able to request the restoration ---------- Alin. (4 ^ 1) of art. 206 206 has been introduced by section 49 49 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (5) The price established according to paragraph (3) or (4) shall be brought to the attention of the public through the market on which it is traded, by publication in the C.N.V.M. Bulletin, on the C.N.V.M. website and in two national circulation financial newspapers, within 5 days of the preparation Report. ... ----------- Alin. ((5) of art. 206 206 has been amended by section 50 50 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (6) The issuing company shall be withdrawn from trading following the completion of the procedure for exercising the right provided in par. ((1). ... ----------- Alin. ((6) of art. 206 206 has been introduced by section 51 51 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 207 (1) As a result of a public purchase offer addressed to all holders and for all their holdings, a minority shareholder has the right to ask the bidder who is in one of the situations referred to in art. 206 206 para. (1) to buy his shares at a fair price, according to art. 206 206 para. ((3) and (4). ... ---------- Alin. ((1) of art. 207 207 has been amended by section 52 52 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) If the company has issued several classes of shares, the provisions of par. (1) shall apply separately, for each class. ... (3) The price will be determined according to the provisions of art. 206 206 para. ((3). If the appointment of an independent expert is required, the related costs will be borne by that minority shareholder. ... + Article 208 C.N.V.M. will issue regulations on the application of the provisions of the + Title VI ISSUERS + Chapter I General provisions + Article 209 Issuers of securities will provide equal treatment for all holders of securities, of the same type and class, and will provide them with all necessary information, so that they can exercise their rights. + Article 210 (1) It is forbidden to misuse the position held by the shareholders or the quality of administrator or employee of the company, by resorting to unfair or fraudulent acts, which have as its object or effect the damage of rights regarding the securities and other financial instruments held, as well as the damage to their holders. ... (2) The holders of the securities must exercise their rights conferred by them in good faith, in compliance with the rights and legitimate interests of the other holders and the priority interest of the company, in case contrary being liable for the damage caused. ... + Chapter II Prospectus for admission to trading + Article 211 (1) The admission to trading of securities on a regulated market shall be made after the publication of a prospectus approved by C.N.V.M. ... (2) C.N.V.M. will issue regulations on: ... a) repealed; ... ---------- Lit. a) a par. ((2) of art. 211 211 has been repealed by section 6.6. 53 53 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. b) exceptions to the obligation to publish a prospectus or to include certain information within it; ... c) admission to trading on a regulated market in Romania of securities issued by non-residents, in accordance with the applicable Community law. ... (3) The provisions of Title V, Chapter I, Section I and Section 2 shall also apply accordingly to the prospectus drawn up for admission to trading. ... + Article 211 ^ 1 (1) With the submission of the application for approval by the A.S.F. of the prospectus for admission to trading, the person requesting admission to trading shall submit the prospectus and to the regulated market operator, together with, the provisional application admission to trading and all other documents requested according to the regulations issued by the regulated market operator. ... (2) The final application for admission to trading shall be submitted to the regulated market operator after the issuance of the decision approving the prospectus for admission to trading by A.S.F. ... ---------- Art. 211 ^ 1 was introduced by item 21 21 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 212 The securities of an issuer will not be admitted to trading on a regulated market, if the analysis of the situation of that issuer is assessed to prejudice the interests of investors. + Chapter III Specific conditions of admission to trading on a regulated share market + Section 1 Conditions relating to the issuer + Article 213 (1) In order for the shares of a company to be admitted to trading on a regulated market, it must meet the following conditions: ... a) the company to be established and to carry out its activity, in accordance with the legal provisions in force; ... b) the company has an early capitalization, at least the equivalent in lei of 1,000,000 euros or, in so far as the value of capitalization cannot be expected, to have the capital and reserves, including the profit or loss of the last exercise financial, at least the equivalent in lei of 1.000.000 euro, calculated according to the reference rate communicated by the National Bank of Romania, at the date of application for admission to trading; ... c) the company has operated in the last 3 years prior to the request for admission to trading and to have prepared and communicated the financial statements for the same period, in accordance with the legal provisions. ... (2) The condition provided in par. ((1) lit. b) does not apply in the case of admission to trading of additional issues of shares, from the same class as those already admitted. ... + Article 214 With the approval of C.N.V.M., on the regulated market can be admitted to trading and companies that do not meet the conditions provided in art. 213 213 para. ((1) lit. b) and c), given that it is assessed that: a) there will be an appropriate market for those actions; ... b) the issuer is able to meet the continuous and periodic information requirements deriving from admission to trading, and investors have the necessary information to be able to assess the company and the actions for which require admission to trading. ... + Section 2 Conditions relating to actions + Article 215 Shares that are subject to admission to trading must be freely negotiable and fully paid. + Article 216 In the event of a share issue addressed to the public, which precedes admission to trading, admission may take place only after the end of the subscription period. + Article 217 (1) In order for the shares of a company to be admitted to trading on a regulated market, there must be a sufficient number of shares distributed to the public. ... (. A sufficient number of shares shall be deemed to be distributed to the public in the following situations: ... a) the shares for which admission to trading has been requested shall be distributed to the public in a proportion of at least 25% of the subscribed capital, represented by this class of shares; ... b) the normal functioning of the market is ensured, with a lower percentage of shares than that provided in lett. a), due to the large number of existing actions in circulation and their dispersion among the public. ... (3) The condition provided in par. ((1) shall not apply if the shares are distributed to the public through transactions made on that regulated market. In this case, admission to trading will be made if C.N.V.M. considers that a sufficient number of shares will be distributed to the public, through that regulated market, in a short period of time. ... + Article 218 If the request for admission is made for an additional package of shares, of the same class as those already admitted, C.N.V.M. can assess whether a sufficient number of shares are distributed to the public, in relation to all shares issued, not only in relation to this additional package. + Article 219 The application for admission to trading on a regulated market must cover all shares of the same class that have already been issued. + Chapter IV Specific conditions of admission to trading on a regulated market of bonds issued by companies, public authorities and international bodies + Article 220 (1) In order for the bonds issued by the companies, public authorities and international bodies to be admitted to trading on a regulated market, it is necessary for the issuer to be established and to operate in compliance with the legal provisions in force. ... ((. The obligations which are subject to admission to trading must be freely negotiable and fully paid. ... (3) In the event of a bond issue addressed to the public, which precedes admission to trading, admission may take place only after the end of the subscription period. ... (4) The provisions of par. ((3) shall not apply to the continuing issuance of bonds, where the closing date of the subscription period is not determined. ... + Article 221 The application for admission to trading on a regulated market must cover all bonds of the same class that have already been issued. + Article 222 (1) The minimum value of the loan may not be less than the equivalent in lei of 200,000 euros. This provision shall not apply to continuing issues where the amount of the loan is not determined. ... (2) With the approval of C.N.V.M. you can be admitted to a regulated bond market for which the condition provided in par. ((1), if it is assessed that for those bonds there will be an orderly market. ... + Article 223 (1) Convertible bonds may be admitted to trading on a regulated market only if the securities in which they can be converted are listed on a regulated market. ... (2) By way of exception, convertible bonds may be admitted to trading on a regulated market without the condition of par. ((1), if C.N.V.M. considers that investors have at their disposal all the necessary information to form an opinion on the value of the shares, object of the conversion. ... + Chapter V Issuers transparency + Section I Obligations of companies whose shares are admitted to trading on a regulated market + Article 224 (1) Companies admitted to trading on a regulated market shall be required to register with the C.N.V.M. and comply with the reporting requirements established by the regulations of the C.N.V.M. and of the regulated markets on which the values are traded securities issued by them. ... (2) The commercial company must ensure equal treatment for all shareholders holding shares of the same class. ... (3) The commercial company must provide all the necessary facilities and information to enable shareholders to exercise their rights, in particular: ... a) to inform the shareholders about the organization of general meetings and to allow them to exercise their voting rights; ... b) inform the public about the allocation and payment of dividends, issuance of new shares, including distribution, subscription, waiver and conversion operations; ... c) designate as a payment agent a financial institution, whereby shareholders may exercise their financial rights, unless the issuer provides these services itself. ... (4) If the company intends to modify its constituent act, it must communicate the draft amendment to the C.N.V.M. and the regulated market, until the date of convocation of the general meeting to rule on the amendment. ... (5) The company must inform the public without delay, within 48 hours, of any new events occurring in its activity, which have not been brought to its attention and which may lead to changes in the price actions, due to the effect of these events on the patrimonial and financial situation or on the activity of the issuer as ... ((6) C.N.V.M. may require the company admitted to trading all the information it considers necessary, in order to protect investors and ensure an orderly functioning of the market. ... (7) C.N.V.M. may ask an issuer to publish the information specified in par. ((6), establishing the form and period during which this must be achieved. If the issuer does not publish the requested information, C.N.V.M. may publish this information, after hearing the issuer. ... (8) An issuer whose securities are admitted to trading on a regulated market in Romania and on one or more regulated markets within the Member States is obliged to provide the markets with equivalent information. ... + Article 225 (1) The administrators of the companies admitted to trading are obliged to report, immediately, any legal act concluded by the company with the administrators, employees, controlling shareholders as well as the persons involved with them, whose cumulative value is at least the equivalent in lei of 50,000 euros. ... (2) If the company concludes legal acts, with the persons referred to in par. (1), its interests will be respected, in relation to offers of the same type on the market. ... (3) The reports provided in par. (1) shall mention, in a special chapter, the legal acts concluded or amendments thereto and shall specify the following elements: the parties that have concluded the legal act, the date of conclusion and the nature of the act, the description of its object, the the total of the legal act, the mutual claims, the guarantees constituted, the terms and the payment methods. ... ((4) The reports shall mention any other information necessary to determine the effects of the respective legal acts on the financial situation of the company. ... + Article 226 (1) Any company must inform the public and C.N.V.M., without delay, in relation to the privileged information that concerns him directly. ... (2) C.N.V.M. will issue regulations on the ways of informing the public, in accordance with Community law. ... (3) An issuer may, on its own responsibility, postpone the public disclosure of the privileged information, referred to in paragraph 1. ((1), in order not to prejudice its own interests, provided that such a postponement does not mislead the public and the issuer is able to ensure the confidentiality of that information. ... (4) The issuer shall inform, without delay, C.N.V.M. on the decision to postpone the disclosure, to the public, of that information. C.N.V.M. can compel the issuer to disclose the information to ensure transparency and market integrity. ... (5) If an issuer or a person acting on behalf or on behalf of the issuer discloses any privileged information to a third person, in the usual exercise of the profession, as provided for in art. 246 lit. a), must make public that information, simultaneously, in the case of an intentional disclosure and, without delay, in the case of an unintended disclosure. ... (6) Provisions of para. ((5) will not be applied, if the person who has received the information is obliged to maintain the confidential nature of it, regardless of whether this duty is based on a law, a regulation, a constituent act or on a contract. ... (7) The issuers or persons acting on behalf or on behalf of the issuers are obliged to draw up a list of persons working for them, on the basis of an employment contract or otherwise, who have access to the privileged information. Issuers, as well as persons acting on their behalf or on their behalf will regularly update this list and transmit it to the C.N.V.M., whenever requested. ... (8) The provisions of par. ((1)-(7) will not apply to issuers who have not requested or who have not received the approval that the financial instruments issued by them are traded on a regulated market in Romania or in a Member State. ... + Article 227 (1) Companies admitted to trading on a regulated market shall prepare, make available to the public and transmit quarterly, semi-annual and annual reports to the C.N.V.M. and to the market operator. The reports will be made available to the public, in writing, or in any other way approved by the C.N.V.M. The company will publish a press release in a national circulation daily, whereby investors will be informed of the issue. availability of these reports The reports will be sent for publication within 5 days from the date of approval. ... (2) The reporting must include any significant information, for investors to make a substantiated assessment of the company's activity, profit or loss, and indicate any particular factor that influenced these activities. The financial situation will be presented compared to the financial situation in the same period of the previous financial year. C.N.V. M, will issue regulations on the content of these reports. ... (3) If the company admitted to trading on a regulated market prepares both individual and consolidated financial statements, they will be made available to the public. C.N.V.M. may allow the company to make available to the public either the individual financial statements or the consolidated ones, only if the other financial statements do not contain significant additional information. ... (4) The company admitted to trading on a regulated market must make available to the public, no later than 4 months after the end of the financial year, the annual financial statements, together with the annual report, approved by the assembly general of shareholders. The annual report will also include the report of the chosen financial auditor, in accordance with art. 258, as well as its full comments. ... (. The half-yearly report shall be made available to the public, no later than 2 months after the end of the reporting period. If the half-yearly financial statements have been audited, the half-yearly report will necessarily include the financial auditor's report. ... + Article 228 ((1) In the case of operations for the acquisition or sale of securities issued by a company admitted to trading on a regulated market, which make voting rights held by a person to reach, exceed or fall below one of the the thresholds of 5%, 10%, 20%, 33%, 50%, 75% or 90% of the total voting rights, the person concerned is required to inform, within 3 working days of the time being informed of that operation, at the same time, the company, C.N.V.M. and the regulated market on which those securities are traded. ... (2) When the thresholds in par. ((1) are met or exceeded by a subsidiary of a parent company, this entity will be exempted from the information obligation, if the information was made by the parent company. ... (3) The company admitted to trading on a regulated market, which received an information according to par. (1), must bring to the attention of the public that operation, within a maximum of 3 working days. ... (4) C.N.V.M. will issue regulations on how to determine the voting rights, in order to apply the provisions of par. ((1). ... + Section 2 Obligations of companies whose bonds are admitted to trading on a regulated market + Article 229 (1) The commercial company must ensure equal treatment for all the bondholders of the same loan, with regard to all the rights conferred by them. An issuer whose bonds are admitted to trading on a regulated market in Romania and on one or more regulated markets within the Member States is obliged to provide the markets with equivalent information. ... (2) The company must provide all necessary facilities and information, in order to allow the obligors to exercise their rights, in particular: ... a) to publish notifications regarding the organization of meetings of obligors, the payment of interest, the exercise of any rights of conversion, exchange, subscription or repayment of the loan; ... b) designate as a payment agent a financial institution, through which the bondholders may exercise their money rights, unless the issuer provides these services itself. ... + Article 230 If the company intends to modify its constitutive act, an amendment affecting the rights of the bondholders, it must communicate to the C.N.V.M. and to the regulated market the draft amendment, until the date of the convocation the general assembly, which will rule on the amendment. + Article 231 (1) The company admitted to trading on a regulated market must make available to the public, no later than 4 months after the end of the financial year, the annual financial statements audited, together with the annual report. ... (. If the company admitted to trading on a regulated market prepares both individual and consolidated financial statements, they shall be made available to the public. C.N.V.M. may authorise the company to make available to the public either individual or consolidated financial statements, unless the other financial statements contain significant additional information. ... + Article 232 The company must inform the public, without delay, of: a) any new major modification of its activity that has not been made public and that could significantly affect the ability of the company to fulfill its obligations. C.N.V.M. may exempt the company from this obligation, at its request, if disclosure of certain information would harm the legitimate interests of the company; ... b) the contracting of new loans and guarantees constituted in order to obtain them; ... c) any modification of the right of obligations arising in particular from the modification of the terms of the loans or interest rate; ... d) modification of the rights related to the shares, if the bonds are convertible into shares. ... + Section 3 Obligations of public authorities and international bond issuing bodies + Article 233 (1) The bodies of the central and local public administration, as well as international bodies, must ensure equal treatment to investors regarding the rights conferred by the holding of those securities. An issuer whose bonds are admitted to trading on a regulated market in Romania and on one or more regulated markets within the Member States is obliged to provide the markets with equivalent information. ... (2) The bodies of central and local public administration, as well as international bodies, must ensure all the conditions and information necessary for investors to exercise their rights. These authorities must: ... a) to publish information on the convocation of general meetings of obligors, payment of interest and repayment of the loan; ... b) designate a payment agent, whereby the obligors may exercise their financial rights. ... + Chapter VI Special provisions on companies admitted to trading + Article 234 For securities admitted to trading on a regulated market, C.N.V.M. may: a) require the issuer to provide all the information that could have an effect on the valuation of securities, with a view to ensuring the protection of investors or maintaining an orderly market; ... b) suspend or require the market operator to suspend securities trading, if it considers that the issuer's situation is such that trading would be detrimental to investors; ... c) take all measures to ensure that the public is properly informed; ... d) to decide that securities admitted to trading on a regulated market should be withdrawn from trading, given that they consider that, due to special circumstances, an orderly market cannot be maintained for those securities. ... + Article 235 (1) The members of the board of directors of companies admitted to trading on a regulated market can be chosen by the method of cumulative voting. At the request of a significant shareholder, the choice based on this method will be made on a mandatory basis. ... (1 ^ 1) If the choice by the method of cumulative voting is not applied as a result of the request made by a significant shareholder, it has the right to request in court the immediate convocation of a general meeting of the shareholders. ---------- Alin. ((1 ^ 1) of art. 235 235 has been introduced by section 54 54 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (2) The administration of a company to which the method of cumulative voting is applied shall be carried out by a board of directors consisting of at least 5 members. ... (2 ^ 1) Provisions of para. ((1), (1 1) and (2) shall also apply accordingly to the election of the members of the supervisory board, where the company admitted to trading on a regulated market is administered in a dualistic system. --------- Alin. (2 ^ 1) of art. 235 235 has been introduced by section 55 55 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((3) Regulations on the application of the method of cumulative voting shall be established by C.N.V. M, ... + Article 236 (1) Any increase in the share capital must be determined by the extraordinary general meeting of the shareholders. ... (2) The Articles of Association or the extraordinary general meeting may authorise the increase of the share capital up to a maximum Within the limits of the fixed level, administrators may decide, following the delegation of powers, to increase the share capital. This competence shall be granted to the administrators for a maximum of one year and may be renewed by the general assembly for a period which, for each renewal, may not exceed one year. ... (3) The decisions taken by the board of directors of a company admitted to trading, in the exercise of the powers delegated by the extraordinary general meeting of shareholders, shall have the same regime as the decisions of the general meeting of the shareholders, as regards their advertising and the possibility of contesting in court. ... (4) The tariffs charged to the shareholders who request the issuance of copies of the documents issued in application (3) shall not exceed the costs required for multiplication. ... + Article 237 (1) Financial statements, including consolidated ones, of companies admitted to trading will be prepared in accordance with the applicable accounting regulations and audited by financial auditors, in accordance with the regulations on financial audit activity. ... (2) The legal representatives of the companies are obliged to make available to the C.N.V.M., to the auditors of the company and/or to the experts designated by the court the documents necessary to exercise their ... (3) The administrator, the director and/or the executive director are obliged to present to the shareholders accurate financial statements and real information regarding the economic conditions of the company. ... + Article 238 ((1) By way of derogation from provisions Company law no. 31/1990 , republished, with subsequent amendments and completions, the date on which the identification of the shareholders to benefit from dividends or other rights will take place and on which the effects of the decisions of the general meeting of shareholders be determined by the latter. This date will be later at least 10 working days to the date of the general meeting of shareholders. ... ---------- Alin. ((1) of art. 238 238 has been amended by section 22 22 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (2) With the fixing of dividends, the general meeting of shareholders will also determine the time limit in which they will be paid to shareholders. This term will not be more than 6 months from the date of the general meeting of shareholders of dividend-setting. ... (3) If the general meeting of shareholders does not set the date of payment of dividends, according to par. (2), they shall be paid within 30 days from the date of publication of the decision of the general meeting of shareholders of establishment of dividends in the Official Gazette of Romania, Part IV, the date from which the company is entitled in delay. ... ---------- Alin. ((3) of art. 238 238 has been amended by section 22 22 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 239 The decision of the general meeting fixing the dividend shall be submitted within 15 days to the trade register office, to be mentioned in the register and published in the Official Gazette of Romania, Part IV. The ruling constitutes enforceable title, under which shareholders can begin enforcement against the company, according to the law. + Article 240 (1) In the case of increases in social capital, the lifting of the right of preference of shareholders to subscribe the new shares must be determined in the extraordinary general meeting of shareholders, with which shareholders representing at least 85% of the subscribed share capital, and with the vote of the shareholders holding at least 3/4 of the voting rights. Following the lifting of the shareholders ' preference to subscribe the new shares, they will be offered for subscription to the public, in compliance with the provisions on public sales offers under Title V and regulations issued in the their application. ... ---------- Alin. ((1) of art. 240 240 has been amended by section 2 2 of art. I of LAW no. 268 268 of 6 November 2015 , published in MONITORUL OFFICIAL no. 857 857 of 18 November 2015, amending section 23 23 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (2) Social capital increases by in-kind contribution must be approved by the extraordinary general meeting of shareholders, involving shareholders representing at least 85% of the subscribed share capital, and with the vote of shareholders to represent at least 3/4 of the voting rights. The in-kind contributions may consist only in new and performing goods necessary to achieve the object of activity of the issuing company. ... ---------- Alin. ((2) of art. 240 240 has been amended by section 2 2 of art. I of LAW no. 268 268 of 6 November 2015 , published in MONITORUL OFFICIAL no. 857 857 of 18 November 2015, amending section 23 23 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. ((3) The assessment of the nature of the contribution shall be made by independent experts, in accordance with art. 210 210 of Law no. 31/1990 . ... (4) The number of shares arising as a result of the contribution in kind shall be determined as the ratio between the value of the contribution, established in accordance with paragraph 1. ((3), and the highest value between the market price of an action, the value per share calculated on the basis of the net accounting asset or the nominal value of the share. ... (5) In case of lifting the right of preference, in accordance with the provisions of par. ((1), the number of shares shall be determined by the criterion set out in par. ((4). ... (6) C.N.V.M. shall issue regulations in application of the provisions of this Article. ... + Article 240 ^ 1 (1) The decisions of the general meeting, contrary to the law or articles of association, which have the effect of modifying the share capital of the companies admitted to trading on a regulated market or in an alternative trading system may be appealed in justice, within 15 days from the date of publication in the Official Gazette of Romania, Part IV, of any of the shareholders who did not take part in the general meeting or who voted against and asked to insert it in the minutes of the sitting. ... (2) The actions for cancellation referred to in par. (1) will be resolved urgently and in particular by the courts, in the council chamber, within a maximum of 30 days from the date of introduction of the call for appeal. ... (3) The decisions given by the court may be appealed within a maximum of 15 days from the date of communication. ... (4) The appeal will be resolved urgently by the courts of appeal within 30 days from the date of registration of the case before the appeal court. ... ---------- Art. 240 ^ 1 was introduced by item 56 56 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 241 ((1) Acts of acquisition, estrangement, exchange or guarantee of assets belonging to the category of fixed assets of the company, the value of which exceeds, individually or cumulatively, during a financial year, 20% of the total assets immobilized, less receivables, will be concluded by the directors or directors of the company only after prior approval by the extraordinary general meeting of the shareholders. ... ((2) Rental of tangible assets, for a period of more than one year, whose individual or cumulative value against the same co-contractor or persons involved or acting in a concerted manner exceeds 20% of the value of the total assets immobilized, except the claims at the date of the conclusion of the legal act, as well as the associations for a period of more than one year, exceeding the same value, are approved in advance by the extraordinary general meeting of the shareholders. ... (3) In case of non-compliance with the provisions ((1) and (2), any of the shareholders may request the court to annul the legal act concluded and to pursue the administrators for the compensation of the damage caused ... + Article 242 Shareholders of a company admitted to trading, which do not agree with the decisions taken by the general meeting on mergers or divisions, involving the allocation of shares not admitted to trading on a regulated market, shall be entitled to withdraw from the company and to obtain from this consideration of the shares, according to art. 133 133 of Law no. 31/1990 . + Article 243 (. The Management Board or the directorate, as the case may be, shall convene the general meeting within the time art. 117 117 para. ((2) of Law no. 31/1990 , republished, with subsequent amendments and completions. ... (2) The term provided in par. ((1) is not applicable for the second or the following convocation of the general meeting determined by the failure to meet the quorum required for the assembly convened for the first time, provided that: ... a) this Article has been complied with at the first convocation; ... b) no new point has been added to the agenda; and ... c) pass at least 10 days between the final convocation and the date of the general meeting. ... (3) The access of the shareholders entitled to participate, on the reference date, at the general meeting of the shareholders is allowed by simple proof of their identity, made, in the case of private shareholders, with the identity document or, in the case legal persons and shareholders individuals represented, with the empowerment given to the natural person who represents them, in compliance with the legal provisions applicable in the matter. ... (. The reference date shall be determined by the issuer and shall not be more than 30 days prior to the date of the general meeting to which it applies. ... (5) The prevention of the access of a shareholder fulfilling the conditions of the law to participate in the general meeting of shareholders entitles any interested person to seek legal annulment of the decision of general meeting of shareholders. ... ((6) The representation of shareholders in the general meeting of shareholders in the case of companies whose shares are admitted to trading can be made by persons other than shareholders, on the basis of a special or general power of attorney. ... ---------- Alin. ((6) of art. 243 243 has been amended by section 24 24 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (6 ^ 1) The special power of attorney may be granted to any person for representation in a single general meeting and contains specific voting instructions from the issuing shareholder. In this situation, the provisions art. 125 125 para. ((5) of Law no. 31/1990 , republished, with subsequent amendments and completions, are not applicable. ---------- Alin. (6 ^ 1) of art. 243 243 has been introduced by section 25 25 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (6 ^ 2) The shareholder may grant a valid power of attorney for a period not exceeding 3 years, allowing the representative to vote in all matters in the debate of the general meetings of the shareholders of one or more companies identified in the power of attorney, including in respect of acts of provision, provided that the power to be granted by the shareholder, as a customer, to an intermediary defined according to art. 2 2 para. ((1) pt. 14 14, or a lawyer. ---------- Alin. (6 ^ 2) of art. 243 243 has been introduced by section 25 25 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. ((6 ^ 3) The powers, before their first use, shall be submitted to the company 48 hours before the general meeting or within the period provided for by the company's articles of association, in copy, containing the indication of conformity with the original under signature Representative. Certified copies of the powers are retained by the company, making mention of it in the minutes of the general meeting. ---------- Alin. (6 ^ 3) of art. 243 243 has been introduced by section 25 25 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. ((6 ^ 4) The shareholders cannot be represented in the general meeting of the shareholders on the basis of a power of attorney indicated in par. ((6 ^ 2) by a person who is in a conflict of interest situation that may arise in particular in one of the following cases: a) is a majority shareholder of the company, or another entity, controlled by that shareholder; ... b) is a member of an administrative, management or supervisory body of the company, a majority shareholder or a controlled entity, according to the ones referred to in lett. a); ... c) is an employee or auditor of the company or of a majority shareholder or a controlled entity, according to those provided in lett. a); ... d) is the husband, relative or affin up to the fourth degree including one of the individuals referred to in lett. a)-c). ... ---------- Alin. (6 ^ 4) of art. 243 243 has been introduced by section 25 25 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. ((6 ^ 5) The strong cannot be substituted by another person. If the person empowered is a legal person, he or she may exercise the mandate received through any person belonging to the management or management body or among his employees. ---------- Alin. (6 ^ 5) of art. 243 243 has been introduced by section 25 25 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (7) Commercial companies may allow their shareholders any form of participation in the general assembly by electronic means of data transmission. ... (8) The shareholders may designate and revoke their representative by electronic means of data transmission. ... ((9) The companies have the obligation to draw up procedures that give shareholders the opportunity to vote by correspondence, before the general meeting. If resolutions requiring the secret vote are on the agenda of the general meeting of the shareholders, the postal vote will be expressed by means which only allow it to be disclosed to the members of the secretariat in charge of counting the secret votes cast and only at the time when the other votes cast secretly by the shareholders present or by the representatives of the shareholders attending the meeting are also known. ... ---------- Alin. ((9) of art. 243 243 has been amended by section 26 26 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. ((9 ^ 1) If the shareholder who has expressed his postal vote takes part personally or through the representative at the general meeting, the postal vote expressed for that general meeting shall be cancelled. In this case only the vote expressed personally or through the representative will be considered. ---------- Alin. (9 ^ 1) of art. 243 243 has been introduced by section 27 27 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (9 ^ 2) If the person representing the shareholder by personal participation in the general assembly is other than the one who expressed the postal vote, then for the validity of the vote or this shall present at the assembly a written revocation of the vote by correspondence signed by the shareholder or by the representative who expressed the postal vote. This is not necessary if the shareholder or his legal representative is present at the general meeting. ---------- Alin. (9 ^ 2) of art. 243 243 has been introduced by section 27 27 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (10) At least 30 days before the general meeting of the shareholders, the company shall make available to shareholders the documents or information on the issues listed on the agenda, on its website. ... (11) The Management Board and the directorate are obliged to convene the general meeting at the request of the shareholders art. 119 119 para. ((1) of Law no. 31/1990 , republished, with subsequent amendments and completions, in the event that the application includes provisions entering into the attribution of the assembly, so that the assembly is held, at the first or at the second convocation, no later than 60 days from the date demand. ... (12) This article and the regulations of the A.S.F. issued in its application do not apply to the use of the instruments, powers and resolution mechanisms provided for by the legislation on the recovery and resolution of credit institutions and investment firms. ... ---------- Alin. ((12) of art. 243 243 has been introduced by section 2 2 of art. 632 of LAW no. 312 312 of 4 December 2015 published in MONITORUL OFFICIAL no. 920 920 of 11 December 2015. ---------- Article 243 has been amended by section 6.6. 57 57 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 243 ^ 1 (1) For the purposes of the provisions of the legislation on the recovery and resolution of credit institutions and investment firms, the general meeting may, by a majority of two thirds of the valid votes cast, decide or modify the status to provide that a convocation of the general meeting in order to decide on a capital increase shall be made within a shorter period than that provided for in art. 243 243 para. ((1), provided that between the date of the convocation and the date of the general meeting are at least ten calendar days, the conditions relating to the early intervention measures or the appointment of the temporary administrator provided for by legislation on the recovery and resolution of credit institutions and investment firms and the capital increase should be necessary to avoid the conditions for triggering the resolution procedure provided for in the recovery and the resolution of credit institutions and investment firms. ... (2) For the purposes of paragraph (1), the obligation to establish a single time limit for the exercise of the rights of shareholders to enter items on the agenda of the general meeting or to present draft decisions for the points included or proposed to be included on the agenda of the general meeting, as provided for in the A.S.F. regulations, the obligation to ensure on time the availability of a revised order of day as provided for in the A.S.F. regulations, as well as the obligation for all issuers to establish a single reference date in compliance with the regulations of the A.S.F. does not apply. ... ---------- Art. 243 ^ 1 was introduced by item 3 3 of art. 632 of LAW no. 312 312 of 4 December 2015 published in MONITORUL OFFICIAL no. 920 920 of 11 December 2015. + Title VII MARKET ABUSE + Article 244 (1) By privileged information a precise nature information is understood that has not been made public, which directly or indirectly refers to one or more issuers or to one or more financial instruments, and which, if the publicly transmitted, could have a significant impact on the price of those financial instruments, or on the price of derivatives with which they are connected. ... (2) When referring to commodity derivatives, "privileged information" means information of a precise nature which has not been made public and which relates directly or indirectly to derivatives and which participants in the markets on which those derivatives are traded are expected to receive it, in accordance with accepted market practices. ... (3) The accepted market practices refer to practices used in one or more markets and which are agreed by the C.N.V.M., in accordance with Community procedures. ... (4) For persons responsible for the execution of orders relating to the trading of financial instruments, the "privileged information" also means information of a precise nature, transmitted by a customer, in relation to his orders which were not still executed, relating directly or indirectly to one or more issuers or to one or more financial instruments, information which, if made public, could have significant effects on the price of those instruments financial instruments or the price of derivatives with which they are Find out. ... (5) Market manipulation means: ... a) transactions or trading orders: ... 1. which give or could give false or misleading signals in connection with the request, offer or price of financial instruments; 2. which maintain, by the action of one or more persons acting together, the price of one or more financial instruments, at an abnormal or artificial level; b) transactions or trading orders involving fictitious processes or any other form of deception; ... c) dissemination of information through the media, including the internet or any other way, which gives or could give false or misleading signals on financial instruments, including the dissemination of false rumours and news or which mislead, given that the person who disseminated the information knew or had to know that the information was false or misleading. Regarding journalists, in the exercise of their profession, the dissemination of information will be taken into account taking into account the rules governing their activity, except for persons using this information for the purpose to obtain, direct or indirect, advantages or profits. ... (6) I am an exception to the provisions of para. ((5) lit. a) persons executing transactions or issuing trading orders and proving that the reasons are legitimate and, at the same time, these transactions or trading orders are in accordance with market practices accepted on that market regulated. ... (7) For the purposes of paragraph ((5), without the listing being limited, the following situations are considered to be market manipulation operations: ... a) the action of a person or persons, acting in concert to ensure a dominant position on the demand for financial instruments, having the effect of fixing, directly or indirectly, the sale or purchase price or creating other unfair trading conditions; ... b) the sale or purchase of financial instruments at the time of market closing, with the purpose of misleading investors acting on the basis of closing prices; ... c) the benefit of regular or occasional access to media, electronic or traditional media, by expressing an opinion in relation to the financial instrument or indirectly, in relation to its issuer, given that the instrument was already held and subsequently took advantage of the impact of the opinions expressed on that instrument, without having made public that conflict of interest at the same time, in a fair and effective manner. ... + Article 245 (1) It is prohibited for any person who has inside information to use that information for acquiring or alienating or for the intention of acquiring or alienating, on his own account or on the account of a third person, directly or indirectly, of financial instruments to which this information relates. ... (2) Provisions of para. ((1) shall apply to any person who has inside information: ... a) in its capacity as a member of the board of directors or of the management or supervisory structures of the issuer; ... b) as a result of its holdings in the share capital of the issuer; ... c) by exercising the function, profession or service tasks; ... d) illegally or fraudulently, as a result of criminal activities. ... (3) As the person referred to in par. ((1) is the legal person, the prohibition will also apply to the natural person who took part in the decision to execute the transaction on the account of that legal person. ... (4) The provisions of par. ((1)-(3) will not apply to the transactions made, given that the person engaged in such transactions had a contractual obligation to acquire or alienate financial instruments, and this contract was concluded before the person That is to hold privileged information. ... + Article 246 It is prohibited to anyone, subject of the prohibition provided in art. 245 245 to: a) disclose inside information to any other persons, except where disclosure was made in the normal exercise of the activity, profession or tasks of the service; ... b) recommend to a person, on the basis of privileged information, to acquire or dispose of the financial instruments to which that information relates. ... + Article 247 Art. 245 245 and art. 246 246 applies to any other person who has inside information, given that those persons know or should have known that that information is privileged. + Article 248 It is prohibited for any natural or legal person to engage in market manipulation activities. + Article 249 Market operators will adopt structural provisions to prevent and detect market manipulation practices. + Article 250 ((1) Persons exercising management positions within an issuer of financial instruments, as well as, where applicable, persons with whom they are in close relations, have the obligation to notify C.N.V.M. the operations carried out in the account they, which relate to shares of that issuer, to derivatives or other financial instruments associated with them. ... ((2) Persons producing or distributing studies on financial instruments or issuers of financial instruments, as well as persons producing or disseminating other information by which they recommend or suggest investment strategies using Mass media must ensure that such information is correctly presented. These persons will indicate the nature of their interest or possible conflicts of interest concerning the financial instruments for which those studies are carried out. ... ((3) Any person involved professionally in transactions with financial instruments, who has reasonable grounds to consider that a transaction is conducted on the basis of inside information or that it may constitute an action to manipulate market, will notify, without delay, C.N.V.M. ... (4) Public institutions disseminating statistics that can significantly influence markets must disseminate this information in a fair, fair and transparent manner. ... + Article 251 The prohibitions provided for in this title will not apply to transactions carried out in the context of monetary and foreign exchange policies or that related to public debt, exercised by the competent authorities of Romania, from the Member States, by European Central Bank or persons acting on behalf of those authorities. + Article 252 The prohibitions provided for in this Title shall not apply to transactions with their own shares in the repurchase programmes or transactions which aim to stabilise a financial instrument and which are executed by compliance with applicable European regulations with regard to repurchase programmes and the stabilisation of financial instruments. --------- Article 252 has been amended by section 6.6. 58 58 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 253 (1) The provisions of this Title shall apply to any financial instrument, as well as to greenhouse gas emission allowances admitted to trading on a regulated market in Romania or from a Member State or for which it was registered an application for admission to trading, whether or not the transaction took place within that regulated market, as well as auctions of greenhouse gas emission allowances made in accordance with the legislation In force. ... ----------- Alin. ((1) of art. 253 253 has been amended by section 4 4 of art. unique from LAW no. 167 167 of 9 October 2012 , published in MONITORUL OFFICIAL no. 704 704 of 15 October 2012. (2) The provisions of art. 245 245-art. 247 247 will also apply to any other financial instrument that has not been admitted to trading on a regulated market in Romania or a Member State, but whose value depends on a financial instrument that meets the conditions of in par. ((1). ... (. The prohibitions and provisions laid down in this Title shall apply: ... a) operations carried out in Romania or abroad with financial instruments and certified greenhouse gas emissions that are admitted to trading on a regulated market located or operating in Romania or for which there is an application admission to trading on that market; ... b) operations carried out in Romania with financial instruments and certified greenhouse gas emissions that are admitted to trading on a regulated market in Romania or from a Member State or for which there is an application for admission to trading on such a market. ... ----------- Alin. ((3) of art. 253 253 has been amended by section 4 4 of art. unique from LAW no. 167 167 of 9 October 2012 , published in MONITORUL OFFICIAL no. 704 704 of 15 October 2012. + Article 254 ((1) C.N.V.M. is the only competent authority to ensure the application of the provisions of this title. ... ((2) C.N.V.M. shall exercise its powers of supervision, investigation and control: ... a) directly, for the tasks provided in art. 255 lit. a), c), d) and h); ... b) in collaboration with other entities of the market, for the tasks provided in art. 255 lit. f); ... c) in collaboration with other competent bodies, such as: the Prosecutor's Office of the High Court of Cassation and Justice, the office of the trade register, the Police, for the duties provided in art. 255 lit. b), e) and g). ... (3) The provisions of par. ((1) and (2) fall under the service secrecy. ... + Article 255 In the exercise of his duties, C.N.V.M. has at least the following rights; a) access to any document, in any form, and the receipt of a copy; ... b) request for information, from any person, including here and those persons who are successively involved in the transmission of orders or carry out operations on the market, as well as their superiors. In this situation, C.N.V.M. has the right to hear such a person; ... c) carrying out on-site inspections; ... d) request of telephone records regarding the transmission of orders or other existing data; ... e) the request for termination of any activity contrary to the provisions of this Law; ... f) suspending transactions with the respective financial instruments; ... g) the request of the competent judicial authorities to establish precautionary measures on the assets of persons who are guilty of violating this law; ... h) prohibition of temporary exercise of professional activity. ... + Article 256 (1) C.N.V.M. may order appropriate measures and may apply administrative sanctions to persons responsible for violating the provisions of this title and the provisions adopted for its implementation. ... ((2) C.N.V.M. shall issue instructions, in accordance with the Community procedures, on the technical conditions regarding the application of the provisions of art. 226 226 para. ((1), (3), (4), (5) and (7) and art. 250 250 para. ((1)-(3). ... + Article 257 C.N.V.M. may impose sanctions on any natural or legal person, who does not cooperate, in accordance with the provisions of art. 254 254 para. ((2) and art. 255. + Title VIII FINANCIAL AUDIT + Article 258 (1) Financial-accounting statements and those regarding the operations of any entity subject to the authorization, supervision and control of C.N.V.M., according to the provisions of this law, will be elaborated in accordance with the specific requirements established by The Ministry of Public Finance and the regulations of C.N.V.M. and will be audited by natural or legal persons, active persons, members of the Chamber of Financial Auditors in Romania. ... ((2) The application of the provisions of this title will be established on the basis of a protocol concluded between C.N.V.M. and the Chamber of Financial Auditors in Romania. ... + Article 259 (1) Financial auditor: ... a) prepare a financial audit report, in accordance with the audit standards issued by the Chamber of Financial Auditors in Romania; ... b) prepare, within 30 days, on the basis of the information submitted by the administrators, additional reports, in accordance with the financial audit standards and the reporting framework defined by the international accounting standards and by the C.N.V.M. regulations regarding the operations complained by the shareholders representing at least 5% of the total voting rights. Administrators are required to provide auditors with all requested information. The additional report will be made public on the website C.N.V.M. ... c) provide additional services, in compliance with the principle of independence. ... (2) If the administrators and auditors referred to in par. ((1) lit. b) do not comply with the request within the stipulated period or if the published report does not include the information in the reporting framework, the shareholders will be able to address the court in the territorial area where the company is based, in order to appoint another financial or expert for the resumption of the procedure for the preparation and presentation of an additional report, following that the report will be submitted to the court and communicated to the parties, and the opinion of the financial auditor or expert to be published in the Bulletin C.N.V.M. ... + Article 260 (1) Financial auditors are obliged to report, without contradicting the provisions of the Code on ethical and professional conduct and Financial Audit Standards, within 10 days, any fact or act in relation to the activity regulated entities which have become aware of the exercise of their specific duties and which: ... a) constitutes a significant violation of the normative acts governing the conditions of authorization and functioning of the audited entity; ... b) is likely to affect the continuity of the activity of the audited entity; ... c) may lead to an audit opinion with reservations, the impossibility of expressing an opinion or a contrary opinion. ... (2) Financial auditors are obliged to report, immediately, C.N.V.M. any fact or act, from those provided in par. ((1), which they became aware of during the audit, in relation to an entity controlled by the audited entity, as defined in art. 2 2 section 16 lit. b). ... (3) The financial auditors, at the written request of C.N.V.M., have the obligation: ... a) to submit to the C.N.V.M. any report or document that was brought to the attention of the audited entity; ... b) to submit to the C.N.V.M. a statement indicating the reasons for termination of the audit contract, regardless of their nature; ... e) to submit to C.N.V.M. any report or document containing the observations that were brought to the attention of the management of the audited entity. ... (4) The performance in good faith by the financial auditor of the obligation to inform C.N.V.M., in accordance with par. ((1) and (2), do not constitute a violation of the obligation to preserve the professional secrecy that lies with it according to the law/ethical code or contractual clauses, not being able to attract the responsibility of the financial auditor concerned. ... + Article 261 C.N.V.M. shall ensure the confidentiality of the information received, in accordance with the provisions of art. 260, except for those who are of a criminal nature. + Article 262 C.N.V.M. may require in writing financial auditors of companies admitted to trading on a regulated market, or of companies offering securities to the public or requiring admission to trading to provide all information necessary. + Article 263 (1) For the significant deficiencies found in the professional activity carried out by a financial auditor, in connection with entities subject to the authorization, control and supervision of C.N.V.M., it will refer the Chamber of Financial Auditors in Romania (CAFR) and will request the adoption of appropriate measures, according to the regulations in force ... + Title IX SPECIAL ADMINISTRATION MEASURES AND ADMINISTRATIVE LIQUIDATION + Chapter I General provisions + Article 264 (1) C.N.V.M. shall establish special administration measures if it finds that an authorized entity is in a position to become insolvent or if any of the administrators, executive directors or auditors thereof Guilty of: ... a) violation of the provisions of this law or regulations issued by C.N.V.M., which has produced or may cause significant damage or that endangers the proper functioning of the capital market; ... b) violation of any conditions or restrictions provided for in the operating authorization; ... c) improper administration of financial instruments and funds belonging to investors. ... (2) In the event of the finding of major malfunctions, C.N.V.M. will be able to request the dissolution of the board of authorized entities. ... + Chapter II Special administration of entities authorized by C.N.V.M. + Article 265 (1) The special administration will be carried out by a specialized natural or legal person, appointed by C.N.V.M. ... (2) The decision on the establishment of special administration will be published in the C.N.V.M. Bulletin and in 2 national broadcast dailies. ... + Article 266 (. The special administrator shall take full charge of the board of directors of the authorized entity subject to the special administration regime. ... (2) The special administrator shall establish measures for the preservation of assets and collection of receivables in the interest of investors and other creditors. ... (3) During the period of application of special administration, the right to vote of shareholders shall be suspended, in respect of the appointment and revocation of administrators, the right to dividends of shareholders, the activity of the board of directors and auditors internal as well as their right to pay. ... + Article 267 (1) Within a maximum of 60 days from the appointment, the special administrator shall submit to the C.N.V.M. a written report on the financial situation of the authorized entity and attach documents relating to the valuation of assets and liabilities, the situation debt recovery, the cost of maintaining assets and the situation of debt liquidation. ... (2) Within 15 days from the receipt of the special administrator's report, the C.N.V.M. will decide, if applicable, on the extension of the special administrator's activity, for a limited period. ... (3) In case of extension of activity, the special administrator shall present, monthly, C.N.V.M. the assessment of the financial situation of the respective authorized entity. ... + Article 268 (1) If C.N.V.M. finds, on the basis of the special administrator's report, that the authorized entities have recovered financially and fall within the prudential supervision requirements, according to the regulations of C.N.V.M., the Special administration will cease. ... (2) The decision on termination of the special administration activity will be published in accordance with art. 265 265 para. ((2). ... + Article 269 (1) If the conditions provided for in art. 268, and C.N.V.M. does not decide on the extension of the activity of the special administrator, the authorization to operate the regulated entity will be withdrawn, C.N.V.M. the complaint of the competent court with a view to triggering the procedure of judicial reorganisation and bankruptcy. In case of initiation of the procedure of judicial reorganization and bankruptcy, it is not necessary to meet the conditions provided by Law no. 64/1995 on the procedure of judicial reorganization and bankruptcy, with subsequent amendments and completions. ... (2) The competent court to settle the request of C.N.V.M. to initiate the procedure of judicial reorganization and bankruptcy of authorized entities is the tribunal in the constituency of which the seat of that entity is located. ... (3) Provisions Government Ordinance no. 10/2004 on the procedure of judicial reorganization and bankruptcy of credit institutions, to the extent of their compatibility, shall also apply to authorized entities subject to special administration and to which C.N.V.M. has withdrawn their authorization. The phrase "debtor credit institution" in the mentioned normative act refers to entities authorized by C.N.V.M., and the one on the National Bank of Romania refers to C.N.V.M. ... (4) For the purposes of this chapter, insolvency is the status of the authorized entity, located in one of the following situations: ... ---------- Part introd. a para. ((4) of art. 269 269 has been amended by art. 205 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 of 30 June 2012, by replacing a phrase. a) the manifest inability to pay due debts from own funds; ... b) withdrawal of the authorization of the regulated entity, in accordance with the present law and regulations of C.N.V.M., as a result of the impossibility of financial recovery of the authorized entity under special administration. ... (5) The appointment of the liquidator by the court will be made with the agreement of C.N.V.M. ... (6) In the performance of their duties, which involves the application of regulations issued by C.N.V.M., the tribunal, the syndic judge and the liquidator may also ask the opinion of C.N.V.M., in its capacity as regulator and supervision of the capital market. ... (7) The bankruptcy procedure will be closed when the syndic judge has approved the final report, when all funds or assets in the wealth of the bankrupt authorized entity were distributed and the non-eclaminated funds were deposited at State Treasury. Following a request by the syndic judge, the tribunal will give a decision to close the procedure of judicial reorganization and bankruptcy. The decision will be communicated, in writing and/or by the press, in at least 2 national circulation dailies, to all creditors of the debtor, to the trade register office, C.N.V.M. and to the liquidator. Any remaining amounts will be transferred to the state budget after a period of 5 years. ... + Chapter III Administrative liquidation + Article 270 (1) If the C.N.V.M. decides the administrative liquidation, it will be carried out according to the procedure established by the legislation applicable to the dissolution and liquidation of companies and by the regulations of C.N.V.M. ... (2) The liquidator, in the procedure of administrative liquidation, shall be appointed by C.N.V.M. ... + Title X LIABILITIES AND SANCTIONS + Article 271 The violation of the provisions of this law and of the regulations adopted in its application shall entail liability under --------- Article 271 has been amended by point 59 59 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 272 (1) The following acts committed by: ... a) S.S.I.F. and/or by the members of the board or supervisory board, directors or members of the directorate, representatives of the internal control department, agents for financial investment services of S.S.I.F. and delegated agents, natural persons exercising de jure or de facto management positions or professionally exercising activities covered by this law, as well as by the person or persons acting in concert and who have decided to acquire a qualified stake in an S.S.I.F. or are shareholders The S.S.I.F., as applicable, in relation to: ... 1. non-compliance with the conditions that were the basis for the authorization and the operating conditions provided for in art. 3 3 para. ((2) and (3), art. 4 4 para. ((1) and (2), art. 6 6, art. 8 8 para. ((5), art. 9 9, 14, 15, 16, art. 18 18 para. ((1), (2), (4), (5), (7) and (8) and art. 20 20 para. ((3); 2. non-compliance with the prudential rules provided in 23 23 para. ((1) and (4), art. 24 24 and 25; 3. non-compliance with the rules of conduct provided in 26 26 para. ((1), art. 27 27 and art. 28 28 para. ((1) and (7); 4. non-compliance with 37 37, art. 38 38 para. ((1) and (4), art. 39 39 and 391 relating to the cross-border operations of S.S.I.F.; 5. non-compliance with the existing provisions in own regulations and/or of the central market/system/depositary operator/clearing house approved by A.S.F.; 6. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; 7. carrying out activities and services provided in art. 5 5 para. (1) which exceeds the object of activity authorized by A.S.F.; b) credit institutions and/or by the leaders of the organizational structure related to capital market operations, representatives of the internal control department and agencies for financial investment services and delegated agents of the credit institutions, as well as by natural persons exercising de jure or de facto management positions or professionally exercising activities covered by this law, as the case may be, in relation to: ... 1. non-compliance with the requirement for registration in the A.S.F. Register and the operating conditions provided in art. 3 3 para. ((2) and (3), art. 4 4 para. ((1) and (2) and art. 16 16; 2. non-compliance with the prudential rules provided in 23 23 para. ((1) and (4), art. 24 24 and 25; 3. non-compliance with the rules of conduct provided in 26 26 para. ((1), art. 27 27 and art. 28 28 para. ((1) and (7); 4. non-compliance with the existing provisions in the regulations of the central market operator/depositary/clearing house approved by A.S.F.; 5. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; 6. carrying out activities and services provided in art. 5 5 para. (1) which exceeds the object of activity authorized by the National Bank of Romania; c) intermediaries from other Member States, as well as by natural persons exercising de jure or de facto management or exercising professional activities covered by this Law, as the case may be, in relation to: ... 1. non-compliance with the application requirement in the A.S.F. Register provided in art. 3 3 para. ((2) for the conduct of financial investment services and activities on the territory of Romania; 2. non-compliance with 41 41 para. ((1)-(3), para. ((5) and (6) and art. 42 42 para. (2) relating to intermediaries in other Member States; 3. non-compliance with the existing provisions in the regulations of the central market operator/depositary/clearing house approved by A.S.F.; 4. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; d) intermediaries from non-member states, as well as by natural persons who exercise de jure or de facto management positions or professionally exercise activities covered by this law, as the case may be, in relation to: ... 1. non-compliance with the application requirement in the A.S.F. Register provided in art. 3 3 para. ((2) for the conduct of financial investment services and activities on the territory of Romania; 2. non-compliance with 43 43 relating to intermediaries from non-member states; 3. non-compliance with the existing provisions in the regulations of the central market operator/depositary/clearing house approved by A.S.F.; 4. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; e) traders, as well as by natural persons who exercise de jure or de facto management positions or professionally exercise activities covered by this law, as the case may be, in relation to: ... 1. non-compliance with the application requirement in the A.S.F. Register provided in art. 30 30 para. ((1); 2. non-compliance with 31 31 regarding the agreement of the market operator and compliance with the regulations of that regulated market; 3. non-compliance with 32 relating to the clearing and settlement of transactions carried out by traders; 4. non-compliance with 33 relating to the prohibitions established for traders; 5. non-compliance with the prudential and conduct rules provided for in 23 23 para. ((1) and (4), art. 24 24 para. ((1) lit. d) and art. 26 26 para. ((1); 6. non-compliance with the existing provisions in the regulations of the market operator approved by A.S.F. 7. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; f) investment consultants, as well as by natural persons who exercise de jure or de facto management positions or professionally exercise activities covered by this law, as the case may be, in relation to: ... 1. non-compliance with the prohibitions established at 35 35 para. ((4); 2. non-compliance with the rules of conduct referred to in art. 35 35 para. ((5); 3. non-compliance with the regulations and measures issued by A.S.F. regarding financial investment services; g) authorized entities, regulated and supervised by the A.S.F., issuers of securities and/or by the members of the board or supervisory board, directors or members of the directorate of the authorized entity, regulated and supervised or issuers of securities, natural persons exercising de jure or de facto management positions or professionally exercising activities covered by this law or related to the activity authorized, regulated and supervised entities by the A.S.F. and/or issuers of securities, as well as by entities that have an obligation to inform about exceeding the holding thresholds provided for in art. 228 228 para. (1), as applicable, in relation to: ... 1. violation of the provisions on public offers and operations to withdraw shareholders from a company provided in art. 173 173 para. ((2), art. 174 174 para. ((2), art. 175 175 para. ((1), (3 ^ 1) and (4), art. 176, 177, art. 178 178 para. ((1)-(3), art. 179 179, art. 183 183 para. ((1) and (2), art. 184 184, art. 185 185 para. ((2) and (4), art. 186 186 para. ((1), art. 187 187, art. 190-192 190-192, art. 193 193 para. ((2) and (3), art. 195 195 para. ((1), art. 196 196 para. ((2) and (3), art. 197 197, art. 198 198 para. ((1), art. 199 199 para. ((1), art. 200 200, art. 204 204 para. ((7), art. 206 206 para. ((5) and art. 208 208; 2. violation of the provisions on admission to trading of securities provided in art. 211 211 para. ((1), art. 212, 215, 216, art. 217 217 para. ((1), art. 219 219, art. 220 220 para. ((1)-(3), art. 221, 222 and art. 223 223 para. ((1); 3. violation of reporting obligations, carrying out operations and respecting the conduct and conditions provided in art. 209 209, 210, art. 224 224 para. ((1)-(5) and (8), art. 225 225, art. 226 226 para. ((1)-(5) and (7), art. 227 227, art. 228 228 para. ((1), (3) and (4), art. 229-233 229-233, art. 235 235 para. ((1), art. 236, 237, 239, art. 240 240 para. ((3), art. 241 241 para. ((1) and (2), art. 242 242 and art. 243 243 para. ((1), (4) and (9)-(11); 4. conduct a public offering without the approval of the A.S.F. of the prospectus/offer document, as well as the conduct without the approval of the A.S.F. of any activities or operations for which the present law or the regulations of the A.S.F. 5. non-compliance with the conditions established by the A.S.F. decision approving the prospectus/offer document, amendments thereto, as well as the preliminary announcement/announcement or advertising materials related to a public offer; 6. non-compliance with the obligation provided 146 146 para. ((4) on the conclusion of contracts with the central depository; 7. non-compliance with the regulations and measures issued by A.S.F. regarding issuers and market operations; h) market/system operators, administrators or members of the supervisory board, directors or members of the directorate of market operators/system operators, by natural persons exercising de jure or de facto management positions or exercises with professional title activities covered by this law, as well as by persons who purchase shares leading to a direct holding or together with persons with whom they act in concert, greater than or equal to 20% of the voting rights, governed by this law, as the case may be, in relation to: ... 1. non-compliance with the conditions that were the basis for the authorization and operating conditions of the market operators provided for in art. 126 126 para. ((2) and (3), art. 129 129, 130, 131 and 133; 2. non-compliance with the provisions on regulations issued by market operators provided in art. 134 134 para. ((1) and (2), art. 141 141 and 249; 3. non-compliance with the existing provisions in the regulations of the market operator approved by A.S.F. 4. non-compliance with the provisions on the supervision of regulated markets 135 135 para. ((2); 5. non-compliance with obligations stipulated in art. 136 136 para. ((1) and (2) on the provision of data, information and documents, respectively amending its own regulations; 6. non-compliance with the provisions on alternative trading systems provided for in 140 140; 7. unduly giving access to intermediaries in Member States according to art. 42 42 para. ((1); 8. non-compliance with the regulations issued by A.S.F. regarding regulated markets and alternative trading systems; i) S.A.I., A.O.P.C. self-administered or depositary and/or by the members of the board or supervisory board, directors or members of the directorate and representatives of the internal control department of an S.A.I. or A.O.P.C. self-administered, as well as by individuals who exercise de jure or de facto management positions or professionally exercise activities regulated by this law, as the case may be, in relation to: ... 1. violation of the conditions of constitution, registration with A.S.F. and operation of A.O.P.C. provided in art. 115 115 para. ((1) and (4), art. 117 117 para. ((1), art. 118 118, art. 119 119 para. ((2), art. 120 120 para. ((1), (3) and (4) and art. 286 286 para. ((1)-(3); 2. non-compliance with the provisions of the internal regulations of the self-administered closed type investment company, the rules of the fund/constitutive act of the closed-type investment company and/or the issuance prospectuses of the A.O.P.C.; 3. non-compliance with the regulations and measures issued by A.S.F. regarding the activity of investment management companies, placement bodies authorized/endorsed by A.S.F. and their depositaries; j) central depositories, clearing houses, central counterparties, intermediaries and/or by members of the board of directors or supervisory board, directors or members of the directorate, as well as by individuals who exercise de jure or de facto management positions in the abovementioned entities referred to or by other responsible persons, as the case may be, in relation to: ... 1. non-compliance with the conditions that were the basis for the authorization and the operating conditions referred to in art. 148 148 para. ((1) and (2) and art. 159 159 para. ((2) and (3); 2. refusal to provide A.S.F. with the requested information, according to art. 144 144 para. (2), relating to the clearing and settlement of transactions; 3. refusal to provide issuers with the necessary information for the exercise of rights related to securities stored according to art. 146 146 para. ((4) and (5); 4. refusal to report to the central depository the holders of individualized subaccounts held by intermediaries according to art. 146 146 para. ((6); 5. non-compliance by intermediaries with reporting obligations within the deadlines provided in art. 146 146 para. ((7); 6. non-compliance with obligations regarding the highlighting of securities and tasks on them provided in art. 151 151; 7. refusal to carry out the requests of the A.S.F. provided for in art. 153 153 para. ((2) and art. 154 154; 8. non-compliance by the persons responsible for the obligations regarding the acquisition, possession and disposal of the shares of the central depository according to 150 150; 9. non-compliance by the persons responsible for the obligations regarding the acquisition, possession and disposal of the shares of the clearing house/central counterparties according to the European Union norms and regulations issued by A.S.F.; 10. the use of margins for a purpose other than that specified in the regulations referred to in art. 158 158; 11. non-compliance by the clearing house and/or the central counterparty of the obligations provided in art. 163 163 and 164; 12. refusal to carry out the requests of the A.S.F. provided for in art. 153 153 para. ((2) and art. 165 165 and 166; 13. non-compliance with the provisions regarding the constitution and execution of financial guarantees and securities provided in art. 151 151 para. ((4)-(6); 14. non-compliance with the existing provisions in the regulations of the market operator approved by A.S.F. 15. non-compliance with existing provisions in the regulations of the central depository/clearing house approved by A.S.F.; 16. unduly giving access to intermediaries in Member States according to art. 42 42 para. ((1); 17. non-compliance with the regulations and measures issued by A.S.F. regarding the central depository, clearing houses and central counterparties; k) the persons responsible for the Investor Compensation Fund in relation to: ... 1. non-compliance with the obligations to perform compensatory payments according to 47 and publication of the information provided in art. 48 48; 2. non-compliance with the regulations of the investor compensation fund approved by A.S.F. 3. non-compliance with the regulations and measures issued by A.S.F. regarding the Investor Compensation Fund. (2) The following facts are contraventions: ... a) non-compliance with the measures established by the acts of authorization, supervision, regulation and control or following them; ... b) non-compliance with the provisions on the preparation of financial and accounting situations and their auditing, provided in art. 258 258 para. ((1); ... c) violation of art. 245-248 on market abuse; ... d) non-compliance with the reporting and conduct obligations provided for in 250 250; ... e) unauthorized use of the synagms of services and investment activities, financial investment services company, financial investment services agent, regulated market and stock exchange, associated with any of the instruments financial assets defined in art. 2 2 para. ((1) pt. 11 11, or any combination thereof; ... f) non-compliance with the obligations provided 286 286 ^ 1; ... g) preventing without right the exercise of the rights conferred by law A.S.F., as well as the unjustified refusal of any person to respond to the requests of the A.S.F. in the exercise of their duties according to the law; ... h) non-compliance with the regulations and measures issued by A.S.F. in the field of prevention and combating money laundering and financing of terrorist acts through the capital market; ... i) failure to implement international sanctions on the capital market; ... j) non-compliance with the regulations and measures issued by A.S.F. regarding the training, training and professional improvement, respectively the automatic equivalence of diplomas, attestations and certificates issued by international bodies; ... k) non-compliance by the competent statutory body of the obligations provided in art. 283 283 para. ((1); ... l) non-compliance with Title II Regulation (EU) No 648/2012 . ... ---------- Article 272 has been amended by section 6.6. 15 15 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 60 60 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 273 (1) The commission of the contraventions provided in art. 272 272 shall be sanctioned as follows: ... a) in the case of contraventions provided in art. 272 272 para. ((1) lit. a)-f), lit. g) section 4 4, 5 and 7, lit. h), i), lit. j) section 1 1-9 and 11-17, lit. k) section 2 2 and 3 and in par. ((2) lit. e), h), i) and k): ... (i) with warning or fine from 1,000 lei to 50,000 lei, for individuals; (ii) with a warning or fine from 0.1% to 5% of the net turnover made in the financial year before the sanction, depending on the seriousness of the act committed, for legal entities; ---------- Lit. a) a par. ((1) of art. 273 273 has been amended by section 4.2 16 16 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 61 61 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. b) in the case of contraventions provided in art. 272 272 para. ((1) lit. g) section 1 1, 2, 3 and 6, lit. j) section 10 10), lit. k) section 1, para. ((2) lit. a), b), d), f), g) and j): ... (i) with warning or with a fine of 1,000 lei per 100,000 lei, for individuals; ---------- Pct. ((i) lit. b) a par. ((1) of art. 273 273 has been amended by section 3 3 of art. I of LAW no. 268 268 of 6 November 2015 , published in MONITORUL OFFICIAL no. 857 857 of 18 November 2015, which introduces the item 27 27 ^ 1 al art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. (ii) with a fine from 0.1% to 10% of the net turnover made in the financial year before the sanction, depending on the seriousness of the act committed, for legal entities. ---------- Lit. b) a par. ((1) of art. 273 273 has been amended by section 4.2 16 16 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 61 61 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. c) in the case of contraventions provided in art. 272 272 para. ((2) lit. c), by way of derogation from art. 8 of Government Ordinance no. 2/2001 on the legal regime of contraventions, approved with amendments and additions by Law no. 180/2002 ,, as amended and supplemented, hereinafter referred to as Government Ordinance no. 2/2001 : ... ((i) between the half and all the value of the transaction; (ii) with a fine of 10,000 lei per 100,000 lei, in case no transaction was made. (2) If the turnover made in the financial year before the sanction is not available at the time of the sanction, the financial year in which the legal person registered the turnover will be taken into account, immediately prior to the reference year. The reference year is understood the year before the sanction. ... (3) By exception to the provisions art. 8 of Government Ordinance no. 2/2001 , in the case of the legal person who registered a turnover of less than 15 million lei or did not register the turnover in the year before the sanction, as well as in the case of the legal person whose turnover is not accessible A.S.F., it will be sanctioned with: ... ---------- The introductory part of para. ((3) of art. 273 273 has been amended by section 4.2 16 16 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 61 61 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. a) fine from 10,000 lei to 1,000,000 lei, in case of contraventions provided in par. ((1) lit. a); ... b) fine from 15,000 lei to 2,500,000 lei, in case of contraventions provided in par. ((1) lit. b). ... ((4) C.N.V.M. may also apply the following complementary contravention sanctions, applied, as the case may be: ... 1. suspension of authorization; 2. withdrawal of authorization; 3. prohibition for a period between 90 days and 5 years of the right to occupy a position, to carry out an activity or to provide a service for which authorization is required under the conditions of this law. (5) In the case of intermediaries credit institutions, the amount of fines provided in par. ((1) lit. a) section ((ii) and lit. b) section (ii) will be determined by applying the respective percentages to the net turnover made from the activity carried out only on the capital market, in the financial year before the sanction, with the consideration of the provisions of par. ((3). ... ---------- Alin. ((5) of art. 273 273 has been introduced by section 17 17 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 61 61 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (6) In the case of credit institutions that carry out the storage activity for collective investment undertakings authorized/approved by A.S.F. the amount of fines provided in par. ((1) lit. a) section (ii) will be determined by applying the respective percentages to the net turnover made from the storage activity, with the consideration of the provisions of par. ((3). ... ---------- Alin. ((6) of art. 273 273 has been introduced by section 17 17 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 61 61 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ---------- Article 273 has been amended by section 6.6. 61 61 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 273 ^ 1 The conduct without authorization of any activities or operations for which this law requires authorization is a crime and is sanctioned according to the criminal law, except for the activities and investment services provided in art. 5 5 para. (1) carried out by S.S.I.F. and credit institutions, in which case the provisions of art. 273 273 para. ((1) lit. a). ---------- Art. 273 ^ 1 has been amended by section 1. 18 18 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 62 62 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 273 ^ 2 (1) Failure to comply with the obligations provided for in 203 regarding the initiation, within the period provided by law, of a mandatory public takeover offer constitutes contravention and is sanctioned as follows: ... ((i) for natural persons: a) warning or fine from 1,000 lei to 25,000 lei, if the legal deadline for launching the offer was exceeded by no more than 30 days; ... b) fine from 25,001 lei to 50,000 lei, if the legal term has been exceeded by no more than 60 days; ... c) by exception to the provisions art. 8 of Government Ordinance no. 2/2001 , fine from 50.001 lei to 500,000 lei, if the legal term was exceeded by more than 60 days; ... ((ii) for legal persons: a) warning or fine from 0.1% to 1% of the net turnover made in the financial year before the sanction, if the legal term was exceeded by no more than 30 days, but not less than 10,000 lei; ... b) fine from 0.1% to 5% of the net turnover made in the financial year before the sanction, if the legal term was exceeded by no more than 60 days, but not less than 25,000 lei; ... c) fine from 0.1% to 10% of the net turnover made in the financial year before the sanction, if the legal term was exceeded by more than 60 days, but not less than 50,000 lei. ... (2) Failure to comply with the provisions on the prohibition to purchase shares provided in art. 203 203 para. ((2) and (4) constitute contravention and shall be sanctioned as follows: ... (i) for individuals, warning or fine from 10,000 lei to 500,000 lei; ((ii) for legal persons, warning or fine from 0.1% to 10% of the net turnover achieved in the financial year prior to the sanction. (3) If the turnover made in the financial year before the sanction is not available at the time of the sanction, the financial year in which the legal person registered the turnover will be taken into account, immediately prior to the reference year. The reference year is understood the year before the sanction. ... (4) By exception to the provisions art. 8 of Government Ordinance no. 2/2001 , in the case of the newly established legal person who did not register the turnover in the year before the sanction or in the case of the legal person whose turnover is not accessible A.S.F. and who does not comply with the obligations provided in par. (1), it shall be sanctioned with: ... a) fine from 5,000 lei to 500,000 lei, if the legal term was exceeded by no more than 30 days; ... b) fine from 10,000 lei to 1,000,000 lei, if the legal term has been exceeded by no more than 60 days; ... c) fine from 15,000 lei to 2,500,000 lei, if the legal term was exceeded by more than 60 days. ... (5) By exception to the provisions art. 8 of Government Ordinance no. 2/2001 , in the case of the newly established legal person who did not register the turnover in the year before the sanction or in the case of the legal person whose turnover is not accessible A.S.F. and who does not comply with the obligations provided in par. (2), it will be sanctioned with a fine of 5,000 lei to 2,500,000 lei. ... (6) Provisions of para. ((1), (3) and (4) shall apply accordingly and in the event of non-fulfilment of the obligations provided for in art. 205 205 para. ((3)-(5). ... ---------- Article 273 ^ 2 has been amended by section 4.2. 18 18 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 62 62 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 274 (1) The commission of the contraventions provided in art. 272 and 273 ^ 2 are found by C.N.V.M. ... (2) C.N.V.M. may delegate the finding of the commission of contraventions to agents empowered to exercise powers regarding the supervision, investigation and control of compliance with the legal provisions and regulations applicable to the capital market. ... (3) Upon receipt of the verification documents resulting from the authorization, supervision or control activity, in the event that the commission of a contravention is found, C.N.V.M. has the application of the sanctions provided by art. 273 273 or 273 ^ 2. Also, through individual acts, the C.N.V.M. can order the extension of investigations, the taking of measures conservatives and/or the hearing of the persons concerned by the verification documents. ... (4) C.N.V.M. may make public any measure or penalty imposed for non-compliance with the provisions of this law and the regulations adopted in its application. ... --------- Article 274 has been amended by section 4.2. 63 63 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 275 (1) The individualization of the sanction will take into account the personal and real circumstances of the act and the conduct of the perpetrator. ... ((2) Abrogat. ... --------- Alin. ((2) of art. 275 275 has been repealed by section 6.6. 64 64 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. (3) In case of finding the commission of two or more contraventions, the highest penalty shall be applied, increased by up to 50%, as the case may be. ... + Article 276 Repealed. ---------- Article 276 has been repealed by point (a) 65 65 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 277 Repealed. ---------- Article 277 was repealed by point 65 65 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 278 (1) As regards the procedure for establishing and finding contraventions, as well as the application of sanctions, the provisions of this law derogate from the provisions Government Ordinance no. 2/2001 . ... ((2) By way of derogation from provisions art. 13 of Government Ordinance no. 2/2001 , the limitation period of the finding, application and execution of the contravention sanction is 3 years from the date of the act. ... (3) In the case of continuous contraventions, the 3-year limitation period flows from the date of the finding of the deed. ... ---------- Article 278 has been amended by section 6.6. 19 19 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, amending section 66 66 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 279 It is a crime and is punishable by imprisonment from 6 months to 5 years and the prohibition of some rights: a) submission with intent by the administrator, director or chief executive of the company to shareholders of inaccurate financial statements or unreal information on the economic conditions of the company; ... b) committing the facts provided in art. 245-248 245-248; ... c) to intentionally access by unauthorized persons the electronic trading, storage or clearing-settlement systems. ... ---------- Article 279 has been amended by section 6.6. 3 3 of art. 152 of LAW no. 187 187 of 24 October 2012 , published in MONITORUL OFFICIAL no. 757 757 of 12 November 2012. + Article 279 ^ 1 The theft of financial instruments of clients and/or funds related to them is a crime and is punishable in accordance with the provisions of the Criminal Code. ---------- Art. 279 ^ 1 was introduced by item 20 20 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 67 67 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 280 Repealed. ---------- Article 280 has been repealed by point (a) 68 68 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Title XI TRANSITIONAL AND FINAL PROVISIONS + Article 281 (1) C.N.V.M. shall establish, by regulation, the period during which the entity regulated by it must comply with the provisions of this law, a period that will not exceed 18 months after its entry into force. ... ((. The authorizations issued to regulated entities before the entry into force of this Law shall retain their validity. Regulated entities shall be obliged, by the deadline referred to in paragraph 1. (1), to submit amendments and/or additions to the documents that were the basis for granting the authorizations, in order to comply with the provisions of this law and to register them in the C.N.V.M. Register. ... + Article 282 (1) Applications for unresolved authorization and which do not comply with the provisions of the law must be withdrawn or completed, within 30 days from the entry into force of this law. ... (2) Failure to comply with par. (1) draws the application. ... + Article 283 ((1) In case of acquisition or increase of a stake in the share capital of a regulated entity, carried out in violation of the legal provisions and regulations issued in application of this law, the voting rights related to that holding are suspended by law. ... Those actions shall be taken into account when determining the quorum necessary for the general meeting of shareholders. (2) C.N.V.M. will order the respective shareholders to sell, within 3 months, the shares related to the stake in relation to which C.N.V.M. did not express its consent. After the expiry of this period, if the shares were not sold, C.N.V.M. orders the regulated entity to cancel the respective shares, the issuance of new shares bearing the same number and their sale, and the price collected from the sale will be recorded at the disposal of the original acquirer, following the retention of the costs of the sale ... (3) The Board of Directors of the regulated entity shall be responsible for carrying out the necessary measures for the annulment of the shares, (2), and sale of newly-issued shares. ... (4) If for lack of buyers the sale has not taken place or only a partial sale of the newly-issued shares has been made, the regulated entity will immediately proceed to the reduction of the share capital, with the difference between registered capital and the one held by the voting shareholders. ... + Article 284 (1) The establishment of the central depository will take place within the period provided for in art. 281 281 para. ((1). ... ((. Entities providing ledger services shall be obliged to make available to the central depository the registers of companies traded on regulated markets or alternative trading systems. Deadlines and procedures will be established by regulations issued by C.N.V.M. ... (3) By derogation from the provisions of art. 124 124, art. 143 143, art. 146 146 and art. 157, until the deadline stipulated in par. (1), the Bucharest Stock Exchange may carry out clearing, settlement, storage and registry activities, as well as any other ancillary activities relating to securities and financial instruments, through specialized departments, independent of trading activity. ... + Article 285 ((1) By way of derogation from Title II Head. I and 3 of Law no. 31/1990 , starting with the general meeting of the Bucharest Stock Exchange Association, which decides to transform the Bucharest Stock Exchange into a stock company, the patrimony of the Bucharest Stock Exchange becomes the patrimony of S.C. Bucharest-S.A. ... (2) Until the date of the meeting of the General Assembly of the Association of the Bucharest Stock Exchange, provided in par. (1), the Bucharest Stock Exchange will proceed with the inventory and revaluation of the patrimony. On the basis of the decision adopted by the general assembly, a part of the reassessed patrimonial asset of the Bucharest Stock Exchange will turn into the social capital of the Commercial Company "Bucharest Stock Exchange"-S.A. distributed in equal shares, free of charge and without fiscal tasks, to the members of the Association of the Bucharest Stock Exchange registered at the date of the general meeting provided in par. ((1) and shall be deemed to be subscribed and wholly paid from the date of this general meeting. ... -------------- Alin. ((2) of art. 285 285 has been amended by art. I of LAW no. 208 208 of 29 June 2005 , published in MONITORUL OFFICIAL no. 578 578 of 5 July 2005. (3) S.C. The Bucharest Stock Exchange-S.A. represents the continuator and legal successor in rights and obligations of the Bucharest Stock Exchange, keeping the same name. ... (4) At the date of the general meeting of the Association of the Bucharest Stock Exchange, mentioned in par. (1), the committee of the Bucharest Stock Exchange becomes the Board of Directors of the Bucharest Stock Exchange-S.A., having the same composition; the members of the Bucharest Stock Exchange committee become members of the Board of Directors of S.C. Values Bucharest-S.A., until the expiry of their mandate or until the next general meeting of shareholders, if the period of the mandate was exceeded. ... (5) The Bucharest Stock Exchange Committee will designate a person empowered to carry out the registration and registration formalities of the Bucharest Stock Exchange-S.A., until the date of the meeting of the General Assembly of the Stock Exchange Association Bucharest, mentioned in par. ((1). ... (6) On the date of registration of the Bucharest Stock Exchange-S.A. at the trade register office, the Association of the Bucharest Stock Exchange shall be abolished by law. ... + Article 286 ((1) By way of derogation from Law no. 31/1990 ,, as regards the shares of S.I.F. issued in accordance with art. 4 4 of Law no. 133/1996 , owned by the original owners, exceeding the limit set by the provisions art. 103 103 of Law no. 31/1990 can be made only by the decision of the S.A.I. or the board, with the approval of the C.N.V.M. and in accordance with the regulations issued by it. ... (2) Actions acquired under par. (1) may be used, on the basis of the decision of the board of directors, with the opinion of C.N.V.M., in order to reduce the share capital or to regularise the course of its own shares on the capital ... ((3) By way of derogation from Law no. 31/1990 , the amendments that will be made to the constituent acts of the S.I.F., for their classification in the provisions of this law, will be registered at the trade register office, based on the decision of the board of directors or S.A.I., after case, after obtaining the prior authorization issued by C.N.V.M. ... (4) S.I.F. s have the obligation to comply with the provisions of this law, within a maximum of 18 months after its entry into force. ... (5) Within 30 days from the entry into force of this Law, independent registers shall be required to register and numbering all actions issued by S.I.F. s. ... (6) The boards of directors of the S.I.F. are obliged to convene, in accordance with the provisions Law no. 31/1990 and par. (5) of this Article, the extraordinary general meetings of the shareholders, in order to amend the constitutive acts according to the provisions of this law, within 60 days of its entry into force. ... + Article 286 ^ 1 (1) Any person may acquire with any title or may own, alone or together with persons with whom they act in concert, shares issued by financial investment companies resulting from the transformation of property funds private, but not more than 5% of the share capital of financial investment firms. ... ---------- Alin. ((1) of art. 286 ^ 1 has been amended by section 4.2 1 1 of art. I of LAW no. 11 11 of 6 January 2012 , published in MONITORUL OFFICIAL no. 20 20 of 10 January 2012. (2) The exercise of the right to vote is suspended for the shares held by the shareholders exceeding the limits provided in par. ((1). ... (3) Persons referred to in par. (1) have the obligation to inform in a maximum of 3 working days the financial investment company, C.N.V.M. and the regulated market on which those shares are traded. ... ---------- Alin. ((3) of art. 286 ^ 1 has been amended by section 4.2 1 1 of art. I of LAW no. 11 11 of 6 January 2012 , published in MONITORUL OFFICIAL no. 20 20 of 10 January 2012. ((4) Within 3 months from the date of exceeding the limit of 5% of the share capital of the financial investment companies, the shareholders in this situation are obliged to sell the shares exceeding the holding limit. ... ---------- Alin. ((4) of art. 286 ^ 1 has been amended by section 4.2 1 1 of art. I of LAW no. 11 11 of 6 January 2012 , published in MONITORUL OFFICIAL no. 20 20 of 10 January 2012. (5) C.N.V.M. will issue regulations for the application of this article. ... ------------- Art. 286 ^ 1 has been amended by item 8 8 of the single article of LAW no. 97 97 of 25 April 2006 , published in MONITORUL OFFICIAL no. 375 375 of 2 May 2006. + Article 286 ^ 2 Repealed. ---------- Art. 286 ^ 2 was repealed by item 2 2 of art. I of LAW no. 11 11 of 6 January 2012 , published in MONITORUL OFFICIAL no. 20 20 of 10 January 2012. + Article 286 ^ 3 (1) The quorum and majority voting conditions necessary to conduct the general meetings of the shareholders of S.I.F. and to adopt the decisions are those provided for in art. 115 115 para. ((1) and (2) of Law no. 31/1990 , republished, with subsequent amendments and completions. ... ((2) By way of derogation from provisions Law no. 31/1990 , republished, with subsequent amendments and completions, the amendments to be made to the constituent acts of S.I.F., exclusively for their classification in the provisions of par. (1), will be registered at the trade register office, based on the decision of the board of directors/supervisory board of S.I.F. or S.A.I. that administers an S.I.F., as the case may be, after obtaining the authorization from A.S.F. ... ---------- Art. 286 ^ 3 has been amended by item 21 21 of art. I of LAW no. 10 10 of 8 January 2015 , published in MONITORUL OFFICIAL no. 22 22 of 12 January 2015, which introduces the item 68 68 ^ 1 al art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. + Article 286 ^ 4 The quorum and majority voting conditions necessary to conduct the extraordinary general meetings of the shareholders of a market operator and to adopt the decisions are those provided for in art. 115 115 para. ((1) and (2) of Law no. 31/1990 , republished, with subsequent amendments and completions. ---------- Art. 286 ^ 4 was introduced by item 4 4 of art. I of LAW no. 268 268 of 6 November 2015 , published in MONITORUL OFFICIAL no. 857 857 of 18 November 2015, amending section 28 28 of art. I of EMERGENCY ORDINANCE no. 90 90 of 23 December 2014 , published in MONITORUL OFFICIAL no. 964 964 of 30 December 2014. + Article 287 S.C. Monetary-Financial Exchange and Commodity Exchange-S.A. Sibiu, S.C. The Romanian Stock Exchange-S.A., as well as the brokerage companies of the shareholders of the two scholarships, have the obligation to comply with the provisions of this law, within a maximum of 18 months after its entry into force. + Article 288 (1) The provisions of the following articles will enter into force at the time of Romania's accession to the European ... a) art. 37 37-art. 43 43; ... b) art. 111 111, art. 112 112 and art. 113 113 para. ((1); ... c) art. 124 124 para. ((4); ... d) art. 192. ... (2) Until the date of accession of Romania to the European Union, entities established in the Member States will be able to carry out activities covered by this Law, without issuing an authorization under reciprocity conditions, on the basis of agreements cooperation concluded by the C.N.V.M. with the competent authorities of the Member States of origin. The supervision of these entities will be carried out under the conditions laid down in ... (3) C.N.V.M. will inform the European Commission: ... a) regarding the authorization of any company that is the subsidiary of a parent company, according to art. 2 2 para. ((1) pt. 6 6 and 27, under the jurisdiction of a non-member state, as well as the structure of the group from which that parent is a party; ... b) whenever the parent company referred to in lett. a) acquires a position within a company authorized by C.N.V.M., which would thus become the subsidiary of that parent company; ... c) on any difficulties encountered by companies authorized by C.N.V. M,, which intend to establish or provide services in a non-member state. ... ((4) C.N.V.M. shall submit to the European Commission, at its request, information on: ... a) any request for authorization of any company that is the subsidiary of a parent company, according to art. 2 2 para. ((1) pt. 6 6 and 27, allied under the jurisdiction of non-member state indicated; ... b) any notification by which C.N.V.M. is informed, in accordance with art. 18 18 para. ((2) and art. 61, as the parent company referred to in lett. a) aims to acquire a position within a company authorized by C.N.V.M., so that the latter becomes the subsidiary of that parent company. ... ((4 ^ 1) C.N.V.M. shall cooperate with the European Securities and Markets Authority and the European Systemic Risk Board and shall provide without delay to them all the information necessary for the performance of their tasks. ---------- Alin. (4 ^ 1) of art. 288 288 has been introduced by section 69 69 of art. 203 of EMERGENCY ORDINANCE no. 32 32 of 27 June 2012 published in MONITORUL OFFICIAL no. 435 435 of 30 June 2012. ((5) Entities from non-member states that carry out in Romania activities covered by this law shall not receive more favourable treatment compared to that applied to the entities of the Member States. ... + Article 289 ((1) Annex to Government Emergency Ordinance no. 25/2002 on the approval of the Statute of the National Securities Commission, published in the Official Gazette of Romania, Part I, no. 226 of 4 April 2002, approved with amendments and additions by Law no. 514/2002 ,, amend and supplement as follows: ... 1. In Article 1, paragraph 3 shall read as follows: " (3) On request, C.N.V.M. reports to the Budget, Finance and Banking Committees of the Senate and the Chamber of Deputies, the Senate Economic Committee and the Committee on Economic Policy, Reform and Privatisation of the Chamber of Deputies, on the work carried out, in compliance with the legal provisions on confidential and classified information. " 2. Article 6 shall read as follows: "" Art. 6. -(1) C.N.V.M. may participate in the activity of international organizations and may become a member of these organizations. ((2) The C.N.V.M. shall cooperate with the competent authorities of the Member States and on the basis of reciprocity with the competent authorities of the Member States whenever necessary, in order to fulfil their obligations, making use of the powers with which has been invested by the law. ... ((3) The C.N.V.M. shall assist the competent authority of the Member States, in particular as regards the exchange of information and cooperation in investigative activities. This type of assistance shall include, without limitation: ... a) the provision of public or non-public information about or in connection with a natural or legal person, subject of regulation, supervision or control of C.N.V.M.; ... b) the provision of copies of records kept by regulated entities; ... c) collaborations with persons holding information about the subject matter of an investigation. ... ((4) The C.N.V.M. shall issue regulations on the procedure of cooperation with the competent authorities of the Member States, in accordance with the Community legislation in force. " ... 3. In Article 7, after paragraph 2, paragraphs 2 ^ 1 and 2 ^ 2 shall be inserted as follows: " (2 ^ 1) The obligation to keep the service secret cannot be opposed to C.N.V.M. in the exercise of its duties provided by law. ((2 ^ 2) The information of the nature of the professional secrecy received by C.N.V.M. in the exercise of its duties may be used only in the following situations: a) in order to verify compliance with the conditions imposed for the granting of authorization to regulated entities, to facilitate supervision, on consolidated or unconsolidated basis of the activity of the regulated entity, in particular capital adequacy requirements, accounting and administrative procedures and internal control mechanisms; ... b) for the purpose of imposing sanctions; ... c) within the framework of administrative complaints and actions filed against individual acts issued by C.N.V.M. " ... 4. In Article 7, paragraph 15 shall read as follows: " (15) Regulations and instructions issued by C.N.V.M. are approved by order of the President of C.N.V.M. The approval order will be published in the Official Gazette of Romania, Part. I. The full text of the approved regulations and instructions will be published, for opposability, in the C.N.V.M. Bulletin " 5. In Article 11, paragraph 1 shall read as follows: "" Art. 11. -(1) Members and employees who work or who worked at C.N.V.M., as well as the representatives and employees of the entities to whom C.N.V. M, delegated one or more of the prerogatives with which it was invested by law have the obligation to respect, in the information obtained in the course or as a result of the performance of the tasks and which have not become public, the legal regime applicable to the service secret. For the purposes of this law, the transmission of information within the framework provided for in 6 6 para. ((2) and (3) are not a breach of that obligation. ' 6. in Article 13, after paragraph 3, paragraphs 4 and 5 shall be inserted as follows: " (4) The share referred to in par. ((2) lit. a) and e) also apply to alternative trading systems. (5) The share referred to in par. ((2) lit. b) shall apply to other collective investment undertakings other than O.P.C.V.M. " ... 7. Article 14 (3) shall be inserted after paragraph 3 with the following contents: "(3 ^ 1) In case of necessity, the expenses related to the organization and functioning of the National Securities Commission will be financed, in part or in full, from the state budget or from the special funds of the Government." + Article 290 (1) The present law shall enter into force within 30 days from the date of its publication in the Gazette of the Office of Romania, Part I. ... (2) C.N.V.M. will issue the regulations in the application of this law, within a maximum of 12 months after its entry into force. ... (3) The regulations issued by C.N.V.M. until the entry into force of this Law remain in force until the adoption of the new regulations issued under it, except for the contrary provisions. ... ((4) The provisions of the legislation relating to companies are applicable to entities governed by this law, insofar as they do not contravene it. ... + Article 291 (1) On the date of entry into force of this Law, it is repealed ... a) Government Emergency Ordinance no. 26/2002 on collective investment undertakings in securities, published in the Official Gazette of Romania, Part I, no. 229 of 5 April 2002, approved with amendments and additions by Law no. 513/2002 ; ... b) Government Emergency Ordinance no. 27/2002 on regulated markets in commodities and derivatives, published in the Official Gazette of Romania, Part I, no. 232 of 8 April 2002, approved with amendments and additions by Law no. 512/2002 ; ... c) Government Emergency Ordinance no. 28/2002 on securities, financial investment services and regulated markets, published in the Official Gazette of Romania, Part I, no. 238 of 9 April 2002, approved with amendments and additions by Law no. 525/2002 , with subsequent amendments and completions; ... d) art. 2 2 para. ((4) and art. 7 7 of Law no. 133/1996 for the transformation of Private Property Funds into financial investment companies, published in the Official Gazette of Romania, Part I, no. 273 of 1 November 1996, and art. 4 4 para. (3) of Government Emergency Ordinance no. 54/1998 for the completion of the privatization process free of charge, published in the Official Gazette of Romania, Part I, no. 503 of 28 December 1998, approved with amendments by Law no. 164/1999 ; ... e) Government Ordinance no. 20/1998 on the establishment and functioning of venture capital funds, published in the Official Gazette of Romania, Part I, no. 41 41 of 30 January 1998; ... f) art. 162 162 para. ((1) of Law no. 31/1990 on companies, republished in the Official Gazette of Romania, Part I, no. 33 of 29 January 1998, with subsequent amendments and completions; ... g) Government Ordinance no. 24/1993 on the regulation of the establishment and operation of open investment funds and investment companies as financial intermediation institutions, published in the Official Gazette of Romania, Part I, no. 210 210 of 30 August 1993, approved by Law no. 83/1994 ; ... h) any other provisions to the contrary. ... This law transposes the following directives of the European Union: a) Directive no. 93 93 /22/EEC on investment services in the field of securities as amended, published in the Official Journal of the European Communities no. 141/11.06.1993 141/11.06.1993; ... b) Directive no. 97 97 /9/EEC on investor compensation schemes, published in the Official Journal of the European Communities no. 84/26.03.1997 84/26.03.1997; ... c) Directive no. 85 85 /611/EEC on the laws, regulations and administrative provisions relating to certain undertakings for collective investment in transferable securities (UCITS), published in the Official Journal of the European Communities no. 375/31.12.1985, as amended; ... d) Directive no. 98 98 /26/EEC of the European Parliament and of the Council on the finality of settlement in payment and settlement systems of financial instruments, published in the Official Journal of the European Communities no. 166/11.06.1998 166/11.06.1998; ... e) Directive no. 2003 2003 /71/EEC on prospectuses published when securities are offered to the public or admitted to trading, which fines Directive 2001 /34/EC ,, published in the Official Journal of the European Communities no. 345/31.12.2003 345/31.12.2003; ... f) Directive no. 2001 2001 /34/EEC on the admission of securities to the official stock exchange rate and information to be published on these securities, published in the Official Journal of the European Communities no. 184/06.07.2001 184/06.07.2001; ... g) Directive no. 2003 2003 /6/EEC on market abuse, published in the Official Journal of the European Communities no. 96/12.04.2003 96/12.04.2003; ... h) Directive no. 2002 2002 /65/EEC on the provision of remote financial services, published in the Official Journal of the European Communities no. 271/09.10.2002 271/09.10.2002; ... i) Directive no. 1993 1993 /6/EEC on the adequacy of the capital of investment firms and credit institutions, published in the Official Journal of the European Communities no. 141/11.06.1993. ... This law was adopted by the Romanian Parliament, in compliance with the provisions of Article 75 and Article 76 (1) of the Romanian Constitution, republished.
CHAMBER OF DEPUTIES PRESIDENT
VALER DORNEANU
SENATE PRESIDENT
NICOLAE VACAROIU Bucharest, June 28, 2004. No. 297. ------
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