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LAW No.

31 of 16 November 1990 (*Republished*)

on trading companies
ISSUED BY: The Parliament of Romania
PUBLISHED IN: the Official Gazette of Romania No. 1.066 of 17 November 2004

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Note C.T.C.E.:
For using in court, only the text in the Romanian language has legal foundation.

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*) Republished in virtue of Art. XII of Title II of the book II of the Law no. 161/2003 on
particular measures for the ensuring of transparency in the exercise of public dignities and
public positions and in the business field, the prevention and sanctioning of corruption, as
published in the Official Gazette of Romania, Part I, no. 279 of 21 April 2003, as
subsequently amended, by assigning new numbers to the texts.
The Law no. 31/1990 has been formerly republished in the Official Gazette of Romania,
Part I, no. 33 of 29 January 1998, and subsequently amended and supplemented by:
- the Government Expeditious Ordinance no. 16/1998 extending the term under Art. VI
par. 1 of the Government Expeditious Ordinance no. 32/1997 amending and supplementing
the Law no. 31/1990 on trading companies, as published in the Official Gazette of Romania,
Part I, no. 359 of 22 September 1998, passed by the Law no. 237/1998, as published in the
Official Gazette of Romania, Part I, no. 477 of 11 December 1998;
- The Law no. 99/1999 concerning particular measures for the acceleration of the
economic reform, as published in the Official Gazette of Romania, Part I, no. 236 of 27
January 1999, and subsequently amended;
- The Government Expeditious Ordinance no. 75/1999 concerning the audit business, as
republished in the Official Gazette of Romania, Part I, no. 598 of 22 August 2003, as
subsequently amended;
- The Law no. 127/2000 amending and supplementing Art. 156 of the Law no. 31/1990 on
trading companies, as published in the Official Gazette of Romania, Part I, no. 345 of 25 July
2000;
- The Government Expeditious Ordinance no. 76/2001 concerning the simplification of
certain administrative formalities for the registration and authorization of merchants, as
republished in the Official Gazette of Romania, Part I, no. 413 of 14 June 2002, as further
amended and supplemented;
- The Law no. 314/2001 for the regulation of the statute of particular trading companies,
as published in the Official Gazette of Romania, Part I, no. 338 of 26 June 2001, as further
amended and supplemented;
- The Government Expeditious Ordinance no. 102/2002 concerning certain measures for
the stimulation of the demand for the assignment of the free use of and investments in
immovable property that is the subject of the Government Expeditious Ordinance no.
168/2001 concerning the realization of the decommissioned stock-raising premises designed
for the animal rearing, as well as of the decommissioned mixed-fodder factories, as
published in the Official Gazette of Romania, Part I, no. 673 of 11 September 2002, approved
with amendments and additions by the Law no. 78/2003, as published in the Official Gazette
of Romania, Part I, no. 194 of 26 March 2003, as subsequently amended;
- The Law no. 161/2003 concerning certain measures for the ensuring of transparency in
the exercise of public dignities and public positions and in the business field, the prevention
and sanctioning of corruption, as subsequently amended;
- The Law no. 297/2004 on the capital market, as published in the Official Gazette of
Romania, Part I, no. 571 of 29 June 2004.

Title I
General provisions

ART. 1
(1) In order to perform trading operations, the natural and legal persons may associate and
set up trading companies, in compliance with the provisions of this Law.
(2) The trading companies, having their registered office in Romania are Romanian legal
persons.
ART. 2
The trading companies will be set up under one of the following forms: a) general
partnership; b) limited partnership; c) joint-stock company; d) limited partnership by
shares; e) limited liability company.
ART. 3
(1) A company's social obligations are guaranteed with its registered assets.
(2) The associates in a general partnership as well as the active partners in a limited
partnership or in a limited partnership by shares shall have an unlimited and joint liability
for the company's obligations. The creditors of the company shall first go against the
company to fulfil its obligations and will go against the associates only if it does not meet
payments within 15 days from the date of receiving notice.
(3) The shareholders, limited partners, and the members of the limited liability company
shall be liable only to the tune of the subscribed share capital.
ART. 4
A trading company shall have at least two members except for the case where the law
provides otherwise.

Title II
Formation of companies

CAP. I
Incorporating instrument of the company

ART. 5
(1) The general partnership or the limited partnership shall be set up by memorandum of
association, and the joint-stock company, the limited partnership by shares, or the limited
liability company shall be set up by memorandum and articles of association.
(2) The limited liability company may be set up by the act of will of a single person. In this
case only the articles of association shall be prepared.
(3) The memorandum of association and the articles of association may be prepared as a
single document referred to as the incorporating instrument.
(4) When only the memorandum of association or only the articles of association are
prepared, they may also be referred to as the incorporating instrument. Throughout this
Law, the words incorporating instrument shall mean either the single document and the
memorandum and/or articles of association.
(5) In the cases in which the articles of association and articles of association are separate
documents, the latter shall contain the identification data in respect of the shareholders and
clauses governing the formation and operation of, and carrying on of activity by, the
company.
(6) The incorporating instrument shall be concluded under private signature, shall be
signed by all shareholders or, in case of public subscription, by the founders. The authentic
form of the incorporating instrument shall be compulsory where:
a) title to land is provided as contribution to the share capital;
b) a general partnership or a limited partnership is set up;
c) a joint-stock company is constituted by public subscription.
(7) The incorporating instrument acquires certified date also by filing with the trade
register office.
ART. 6
(1) The signatories of the incorporating instrument and the persons with a decisive role in
the formation of the company shall be considered as founders.
(2) The persons who, according to the law, are incapacitated or have been sentenced for
fraudulent management, breach of trust, forgery, use of forgery, deceit, embezzlement,
perjury, bribery, as well as other offences prescribed by this Law, may not be founders.
ART. 7
The incorporating instrument of the general partnership, of the limited partnership, and of
the limited liability company shall contain:
a) the full name, personal numeric code, place and date of birth, domicile, and citizenship
of the members, which are natural persons; the denomination, registered office, and
nationality of the members, which are legal persons; the registration number in the trade
register or the unique registration code, according to the national law; in the case of the
limited partnership, there shall be indicated the limited partners, active partners, and the
fiscal representative if the case requires;
b) the form, name, registered office, and, if need be, the insignia of the company;
c) the corporate purpose, specifying the field of activity and core activities;
d) the subscribed and paid-up share capital, with each associate's contribution being
mentioned, either in cash or in kind, the value of the contribution in kind and the method of
valuation, as well as the date the subscribed share capital shall be fully paid up. As regards
the limited liability company, there shall be specified the number and the face value of the
shares as well as the number of shares allotted to each member in respect of his
contribution;
e) the members representing and managing the company or the independent
administrators, either natural or legal persons, the powers vested in them and whether they
are going to exercise such powers simultaneously or separately;
f) the share of each member in the benefits and losses;
g) the secondary places of business - branches, agencies, representative offices or other
such offices without legal personality -, when they are set up at the same time with the
company, or the requirements for their if subsequent formation if such formation is
envisaged;
h) the duration of the company;
i) the means for the dissolution or liquidation of the company.
ART. 8
The incorporating instrument of the joint-stock company or of the limited partnership by
shares shall contain:
a) the full name, personal numeric code, place and date of birth, domicile, and citizenship
of the members, which are natural persons; the name, registered office, and the nationality
of the members, which are legal persons; the registration number in the trade register or the
unique registration code, according to the national law; in the case of the limited partnership
by shares there shall be indicated the limited partners, active partners, and the fiscal
representative if the case requires;
b) the form, name, registered office, and, if need be, the insignia of the company;
c) the corporate purpose, specifying the field of activity and core activities;
d) the subscribed and paid-up share capital. At the time of formation, the subscribed share
capital, paid up by each shareholder, shall be no less than 30% of the subscribed capital,
except where the law provided otherwise. The remainder of the share capital shall be paid up
within 12 months from the incorporation;
e) the value of contribution in kind, the method of valuation and the number of shares
allotted in respect thereof;
f) the number and face value of the shares, specifying whether they are registered or bearer
shares. Where there are several categories of shares, the number, face value, and rights
conferred to each category of shares shall be specified;
g) the full name, place and date of birth, domicile, and citizenship of the administrators,
which are natural persons; name, registered office, and nationality of the administrators,
which are legal persons; the collateral security the managers are required to lodge, the
powers vested in them and whether they shall exercise them simultaneously or separately;
the special administration and representation rights granted to some of them. For the
limited partnerships by shares, there shall be indicated the active partners who represent
and administer the company;
h) the full name, place and date of birth, domicile, and citizenship of the internal auditors,
which are natural persons; the name, registered office, and nationality of internal auditors,
which are legal persons;
i) the provisions regarding the management, administration, operation, and supervision of
the running of the company by the statutory bodies, its control by the shareholders, as well
as the documents to which they may have access in order to inform themselves and exercise
their control;
j) the duration of the company;
k) the method of distributing benefits and losses;
l) the secondary places of business - branches, agencies, representative offices, or other
such offices without legal personality -, where they are set up at the same time with the
company, or the requirements for their subsequent formation if such formation is
considered;
m) the advantages reserved to the founders;
n) the shares of the limited partners in a limited partnership by shares;
o) the operations concluded by members on behalf of the company undergoing setting up,
which the company is going to take over, and the sums of money to be paid for those
operations;
p) the means for the dissolution or liquidation of the company.
ART. 9
The joint-stock company shall be set up by full and simultaneous subscription of the share
capital by all signatories of the incorporating instrument or by public subscription.
ART. 10
(1) The share capital of the joint-stock company and of the limited partnership by shares
may not be lower than ROL 25,000,000.
(2) The number of shareholders in a joint-stock company may not be lower than five.
ART. 11
(1) The share capital of the limited liability company may not be lower than ROL
2,000,000, which shall be divided into equal shares that may not be less than ROL 100,000
each.
(2) The shares may not be represented by negotiable instruments.
ART. 12
The number of members in a limited liability company may not be greater than 50.
ART. 13
(1) Where the shares in a limited liability company belong to a sole person, such person,
acting in the capacity of the sole associate, shall have the rights and obligations that pertain,
according to this Law, to the general meeting of shareholders.
(2) If the sole associate is also the administrator, he shall also assume the duties
prescribed by the law for such capacity.
(3) In a company set up by a sole associate, the value of his contribution in kind shall be
assessed on the basis of a qualified expert's opinion.
ART. 14
(1) A natural person or a legal person may not act as sole associate in more that one limited
liability company.
(2) A limited liability company may not have as sole associate another limited liability
company set up by a sole person.
(3) Where the provisions of pars. (1) and (2) are infringed, the State through the Ministry
of Public Finance as well as any other interested person may request the dissolution of a
company thus set up by way of court order.
(4) Based on the dissolution order, the liquidation shall be carried out according to the
rules prescribed by this Law for limited liability companies.
ART. 15
The contracts between the limited liability company and the natural or legal person, which
is the sole associate of the former, shall be concluded in writing subject to absolute nullity.
ART. 16
(1) The contributions in cash shall be compulsory for the formation of any type of
company.
(2) The contributions in kind shall be admitted for all types of companies. These
contributions are made by conveyance of title to and effective delivery of the assets in
operating condition to the company.
(3) The contributions representing debt securities shall be taken into account according to
Art. 84. Such contributions shall not be admitted in the case of either the joint-stock
companies set up by public subscription or in the case of the limited partnerships by shares
and limited liability companies.
(4) The contribution in labour may not constitute contributions to the formation or
increase of the share capital.
(5) The members of a general partnership and the active partners may undertake labour-
contribution obligations, but such contribution may not be taken as contribution to the
formation or increase of the share capital. In exchange for such contribution, the members
shall be entitled, according to the incorporating instrument, to share in the distribution of
benefits and assets also being bound to participate in the sharing of losses.
ART. 17
(1) In the authentication of the incorporating instrument in the cases referred to in Art. 5
or, as the case may be, in the giving of the certified date thereto, there shall be produced the
proof issued by the trade register office regarding the availability of the firm and the solemn
declaration regarding the holding of the capacity of sole associate in only one limited liability
company.
(2) Several companies may operate at the same registered office if at least one person is,
according to the law, member in each of these companies.
(3) The notary public shall refuse the authentication of the incorporating instrument or, as
the case may be, the person giving the certified date shall refuse the requested operations if
the documentation provided indicates that the conditions in par. (1) are not complied with.

CAP. II
Specific formalities for the formation of joint-stock companies by public subscription

ART. 18
(1) In case the joint-stock company is set up by public subscription, its founders shall
prepare a prospectus, which shall provide the data referred to in Art. 8, except for the data
relating to the administrators and internal auditors and which shall establish the closing date
of the subscription.
(2) The prospectus, signed by founders in the authentic form, shall be filed, prior to its
publication, with the trade register office of the county where the company's registered office
will be established.
(3) The officer delegated to the trade register office, establishing the fulfilment of the
conditions in pars. (1) and (2), shall authorize the publication of the prospectus.
(4) The prospectuses not containing all the particulars shall be null. The subscriber will
not be able to invoke such nullity if he attended the constitutive meeting or if he exercised
the shareholder's rights and duties.
ART. 19
(1) The subscriptions of shares shall be made on one or more copies of the founders'
prospectus authorized by the delegated officer.
(2) The subscription shall contain: the full name or registered name, domicile or registered
office of the subscriber; the number of subscribed shares, rendered in letters; the
subscription date and an explicit statement that the subscriber knows and accepts the
prospectus.
(3) The participations in the company's profits, reserved by founders for their own use,
although accepted by subscribers, shall have no effect unless approved by the constitutive
meeting.
ART. 20
Within maximum 15 days from the closing date of the subscription, the founders will call
the constitutive meeting by notification published in the Official Gazette of Romania, Part
IV, and in two widely distributed newspapers 15 days prior to the day established for the
meeting. The notification shall indicate the place and date of the meeting, which may not be
later than two months from the closing date of the subscription, and shall contain a
statement of the issues to be discussed.
ART. 21
(1) The company may be set up only if the share capital is subscribed in full and each
subscriber has paid in cash half of the value of the shares subscribed to the Savings and
Consignment Office - C.E.C. - S.A. or to a bank or one of their subsidiaries. The remainder
shall be paid within 12 months as from the incorporation date.
(2) The shares which represent contribution in kind shall be covered in full.
ART. 22
If the public subscriptions exceed the share capital stipulated by the prospectus, or if they
are below that, the founders shall be bound to submit to the constitutive meeting's approval
the increase or the reduction of the share capital to the level of the subscription, as the case
may be.
ART. 23
(1) The founders shall be obliged to draw up a list of those who, accepting the subscription,
are entitled to take part in the constitutive meeting, mentioning the number of shares of each
one.
(2) This list will be posted up at the meeting place at least five days prior to the meeting
date.
ART. 24
(1) The meeting elects a chairman and two or more secretaries. The participation of the
subscribers will be recorded in a list of attendance, signed by each of them and authorized by
the chairman and by one of the secretaries.
(2) Any subscriber has the right to make remarks regarding the list posted by the founders
before discussing the agenda of the meeting, with the meeting having to decide upon such
remarks.
ART. 25
(1) At the constitutive meeting, each subscriber has the right to one vote, irrespective of the
shares subscribed. A special proxy may also represent him.
(2) No person may represent more than five subscribers.
(3) The subscribers who provided contributions in kind shall not have the right to vote in
the decisions regarding their contribution even if they are also subscribers of shares paid in
cash or they are proxies of other subscribers.
(4) The constitutive meeting shall be considered legal if half plus one of the subscribers are
present and it shall make decisions with simple majority vote of those attending the meeting.
ART. 26
(1) If there are contributions in kind, advantages reserved for the founders, and
transactions concluded by founders on the account of the company to be formed, which the
latter is to undertake, the constitutive meeting will appoint, under the terms of Art. 39, one
or more experts who will advise on the valuations.
(2) If the required majority cannot be achieved, the experts shall be appointed by the
delegated officer upon the request of any subscriber.
ART. 27
(1) After the experts submitted their valuation report as provided by Art. 38, the founders
shall convene again the constitutive meeting according to the provisions of Art. 20.
(2) If the value of the contributions in kind, established by experts, is one fifth lower than
the one stated by founders in the prospectus, any subscriber may withdraw by giving notice
to founders until the day established for the constitutive meeting.
(3) The shares of the subscribers who decided to withdraw may be acquired by the
founders within 30 days or at a later date by other persons by public subscription.
ART. 28
The constitutive meeting has the following obligations:
- to verify the existence of the payments;
- to examine and validate the valuation report of the experts on contributions in kind; to
approve the participation of founders in benefits and the operations concluded on behalf of
the company;
- to discuss and approve the incorporating instrument of the company, the attending
members also representing to this effect the absentee members, and to appoint those who
will be attending the authentication of the document and fulfilment of the formalities
required for the formation of the company;
- to appoint the administrators and internal auditors.
ART. 29
(1) The payments made according to Art. 21 for the formation of the company by public
subscription shall be delivered to persons appointed to collect them according to the
incorporating instrument or, in the absence of such provision, to the persons appointed by
the decision of the board of directors, following the presentation to the trade register office of
the certificate attesting company's incorporation.
(2) If the company was not formed, the payments shall be returned directly to the
subscribers.
ART. 30
(1) The founders shall be liable of the consequences of acts and for expenses of the
formation of the company and if, whatever the reason, it will not be formed, they may not
turn against the subscribers.
(2) The founders shall be obliged to hand over to the administrators the documents and
correspondence relating to the formation of the company.
ART. 31
(1) The founders and the first administrators shall be jointly liable as of the time of
formation of the company, to the company or to the third parties for:
- the full subscription of the share capital and payments as provided by law or by the
incorporating instrument;
- the existence of contributions in kind;
- the accuracy of the publicity made for the formation of the company.
(2) The founders shall also be liable for the validity of the transactions concluded on behalf
of the company before the formation and undertaken by the company.
(3) The general meeting may not discharge the founders and the first administrators of the
responsibility they have according to this Article and to Arts. 49 and 53 for a period of five
years.
ART. 32
(1) The constitutive meeting shall decide upon the participation quota of the net profits
due to the founders of a company formed by public subscription.
(2) The quota stipulated under par. (1) may not exceed 6% of the net profit and may not be
granted for a period longer than five years from the date of the company's formation.
(3) In case of increase of the share capital, the founders' rights may be exercised only over
the profit relating to the initial share capital.
(4) Only the natural persons recognized as founders through the incorporating instrument
may qualify under the provisions of this Article.
ART. 33
In case of early dissolution of the company, the founders are entitled to claim damages
from the company if the dissolution was carried out to the prejudice of their rights.
ART. 34
The right to bring action for damages shall be forfeited after six months after the date of
the publication in the Official Gazette of Romania, Part IV, of the decision of the general
meeting of the shareholders deciding the early dissolution.
ART. 35
The joint-stock companies funded by public subscription shall be considered as public
companies according to Expeditious Government Ordinance No. 28/2002 on transferable
securities, investment services, and regulated markets*), which shall be supplemented by the
provisions of this Law as regards the registration in the trade register.
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*) The Government Expeditious Ordinance no. 28/2002 on transferable securities,
investment services, and regulated markets has been repealed and replaced by the Law no.
297/2004 on the capital market, as published in the Official Gazette of Romania, Part I, no.
571 of 29 June 2004.

CAP. III
Registration of company

ART. 36
(1) Within 15 days from the date of conclusion of the incorporating instrument, the
founders or the administrators of the company or a vested representative thereof will request
the registration of the company in the trade register in the territorial range of which the
company will have its registered office.
(2) The application shall be accompanied by:
a) the incorporating instrument of the company;
b) the proof attesting payments made according to the incorporating instrument;
c) the proof of address of the registered office declared and of the availability of the firm;
d) the documents certifying the ownership of the contributions in kind and, where such
contributions include immovable assets, the certificate ascertaining the encumbrances
attached thereto;
e) the documents certifying the transactions concluded on behalf of the company and
approved by the members;
f) the solemn declaration by the founders, administrators, and internal auditors as they
fulfil the conditions required by this Law.
(3) All authorization documents issued by the public authorities depending on the object
of a company shall be requested by the trade register office within five days from the
registration of the application, and the competent authorities shall have to issue their
authorization documents within 15 days. It is not necessary to file the technical
authorizations or those whose issuance is legally conditioned by the registration of the
company.
ART. 37
(1) The control over the legality of the documents and of the deeds which, according to the
law, are going to be registered with the trade register, is exercised by the court of justice
through a delegated officer.
(2) At the beginning of each judicial year, the president of the court will delegate one or
more officers to the trade register office.
(3) The delegated officer may request, for the account of the parties, an expert
appraisement as well as presentation of other evidence.
ART. 38
(1) In cases of the joint-stock companies, if there are contributions in kind, advantages
reserved for the founders, and transactions concluded by the founders on behalf of the
company to be formed, which are to be assumed by the latter, the delegated officer shall
appoint, within five days from the registration of the application, one or several experts from
the list of authorized experts. The experts shall prepare a report comprising the description
and the method of valuation of each contributed asset and shall indicate whether the value of
the said asset is consistent with the number and value of the shares granted in respect
thereof, as well as other elements as directed by the delegated officer. For new movable
assets the invoices shall be taken into consideration.
(2) The report shall be filed with the trade register office within 15 days where it could be
examined by the personal creditors of the associates and by any other person. At their
request and at their expense they may be provided with full partial copies of the report.
ART. 39
The following may not be appointed as experts:
- consanguine relatives or conjugal relatives up to the fourth degree, inclusively, or spouses
of those who provided contributions in kind or of the founders;
- the persons receiving, in any form, for the functions they exercise other than the function
of expert, a salary or remuneration from the founders or from those the have created
contributions in kind.
ART. 40
(1) Where the legal requirements are met, the delegated officer shall, by interlocutory
judgment issued within five days from the date the said requirements were met, authorize
the formation of the company and will adjudicate its registration in the trade register,
according to the conditions stipulated by the law regarding that register.
(2) The interlocutory judgment in respect of registration shall render the particulars of the
incorporating instrument as provided in Arts. 7 and 8, as the case may be.
ART. 41
(1) The trading company has legal personality as of the date of its registration in the trade
register.
(2) The registration shall be performed within 24 hours as from the date the order of the
delegated officer whereby the registration of the company is authorized.
ART. 42
The subsidiaries are trading companies with legal personality and are set up in one of the
forms described by Art. 2 and under the conditions prescribed for that form. They shall be
subject to the legal treatment applying to the form in which they were set up.
ART. 43
(1) The branches are spin-offs without legal personality of the trading companies, which
are registered in the trade register of the county where they will conduct activity before
starting their activity.
(2) If the branch is set up in a locality within the same county or in the same locality as the
funding company, then it shall be registered in the same trade register, but distinctly, as
independent registration.
(3) The legal treatment applying to the branch shall apply to any other secondary place of
business, irrespective of its name, to which the funding company will assign the status of a
branch.
(4) The other secondary places of business - agencies, representative offices, and suchlike -
shall be referred to only at the registration of the company in the trade register of its
principal place of business.
(5) Secondary places of business may not be set up as subsidiaries.*)
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*) According to Art. V of the Expeditious Government Ordinance no. 32/1997, amending
and supplementing the Law no. 31/1990 on trading companies, as approved and amended by
the Law no. 195/1997, the provisions of this paragraph are not applicable to the subsidiaries
without legal personality formed before the coming into force of the Expeditious Ordinance.
It is recommended to companies which have set up units without legal personality to alter
the name of subsidiary assigned thereto.

ART. 44
The foreign trading companies may set up in Romania, according to the provisions of
Romanian laws, branches, subsidiaries, agencies, representative offices, or other secondary
places of business, if such a right is recognized by their articles of association.
ART. 45
(1) The representatives of the company are obliged to supply their own signatures to the
trade register office at the time of the application for registration, if they have been
appointed through the incorporating instrument, and those elected during the operation of
the company shall supply their own signatures to the trade register office within 15 days from
the election.
(2) The provision of the previous paragraph shall be accordingly applied to the branch
managers.

CAP. IV
Consequences of infringements of the legal requirements for the formation of a company

ART. 46
(1) When the incorporating instrument does not contain the particulars required by the
law or contains clauses by which an compulsory legal provision is infringed or when a legal
requirement was not met in the formation of the company, the delegated officer, ex officio or
at the request of any persons presenting an application for intervention, shall by
interlocutory judgment reject the registration application, providing reasons for doing so,
except for the case where the members remedy such irregularities. The delegated officer shall
take into account the remedies made when issuing the order.
(2) Where intervention applications were made, the officer shall summon the interveners
and shall determine their applications under the conditions of Art. 49 and the following
conditions of the Code of Civil Procedure, the provisions of Art. 335 of the Code of Civil
Procedure not being applicable.
ART. 47
(1) Where the founders or the representatives of the company did not apply for its
registration within the legal time limit, anyone of the members may request the trade
register office to effect the registration after previously, by notification or by registered letter,
gave them formal notice and they did not conform themselves within eight days after
receiving notice.
(2) Still, if registration is not effected within the time limits as stipulated by the previous
paragraph then the members are discharged of their obligations proceeding from their
subscriptions after passing a 3-month period since the incorporating instrument has been
authenticated, except when the said act provides otherwise.
(3) If one of the members has requested the fulfilment of the incorporation requirements
then the others shall not be in a position to request discharge of their obligations as they
result from the subscriptions.
ART. 48
(1) Where irregularities are established after registration, the company is obliged to
proceed for their removal within eight days, at the most, since they have been ascertained.
(2) If the company does not take action then any interested person may request the court
to oblige the management of the company to regularize them under penalty of payment of
default interest.
(3) The right to initiate a regulatory suit shall be lost by limitation after one year as from
the date the company has been incorporated.
ART. 49
The founders, the representatives of the company, and the first members of the
management, administration, and supervisory bodies of the company have an unlimited and
joint liability for the damages caused by the irregularities referred to in Arts. 46 to 48.
ART. 50
(1) The acts or facts, for which the publicity as prescribed by the law has not been effected,
can not bind on third parties, except for the case where the company proves they were aware
of the said acts or facts.
(2) The transactions concluded by the company within the 16-day period after the
publication in the Official Gazette of Romania, Part IV, of the order of the delegated officer
are not binding on third parties, which prove they could not gained knowledge of the said
acts or facts.
ART. 51
However, the third parties may invoke the acts or facts about which the publicity was not
effected, except for the case where lack of publicity renders them void.
ART. 52
The company is obliged to check up the consistency between the text submitted to the
trade register office and the one published in the Official Gazette of Romania, Part IV, or in
the newspapers. In case of inconsistency, the third parties may invoke any one of the texts
against the company, except for the case where the company presents proof that they knew
the text filed with the trade register office.
ART. 53
The founders, representatives, and other persons that have worked in the name of a
company to be set up have a joint and unlimited liability to the third parties for the juridical
acts concluded with them on behalf of the company, except for the case where the company,
after acquiring legal personality, assumes them. The acts so assumed shall be considered as
belonging to the company ever since their being concluded.
ART. 54
(1) Neither the company nor the third parties may invoke an irregularity in the
appointment of the representatives, administrators, or other persons belonging to the bodies
of the company, in order to avoid their assumed obligations if such appointment has been
published according to the law.
(2) The company may not invoke to the third parties the appointments in the offices
mentioned in the previous paragraph or the cessation of these offices if they were not
published according to the law.
ART. 55
(1) The joint-stock company, the limited partnership by shares and the limited liability
company in their relations with third parties become responsible for the acts concluded by
their management bodies even if these acts exceed the corporate purpose, except for the case
where it proves that the third parties knew it or, in the given circumstances, had to know
about it. The publishing of the incorporating instrument alone cannot be taken as proof of
being aware.
(2) The clauses of the incorporating instrument or the decisions taken by the management
bodies of the companies as prescribed in the previous paragraph, which limit the powers
vested into them by the law, may not be invoked in relation to third parties, even if they were
published.
ART. 56
The nullity of a company registered in the trade register can be declared by the court only
when:
a) the incorporating instrument is lacking or was not concluded in authentic form, in the
situations provided under Art. 5 par. (6);
b) all founders were, according to the law, incapacitated at the time of the formation of the
company;
c) the company's object is illicit or against public order;
d) the interlocutory judgment of the delegated officer in respect of the registration of the
company is lacking;
e) the administrative legal authorization for the formation of the company is lacking;
f) the incorporating instrument does not mention the name, registered office of the
company, its objects clause, contributions of the members, and subscribed and paid-up share
capital;
g) the legal provisions regarding the minimum subscribed and paid-up share capital were
not observed;
h) the minimum number of members prescribed by the law was not observed.
ART. 57
The nullity cannot be declared where its cause, as invoked in the petition for annulment,
has been removed in advance of pleadings before the court.
ART. 58
(1) On the day the judgment declaring the nullity has become irrevocable, the company
ceases to exist with no retroactive effect and enters liquidation. The legal provisions
regarding liquidation of companies following their dissolution shall be applied accordingly.
(2) Through the judgment declaring the nullity, the company's liquidators shall also be
appointed.
(3) The court shall communicate the judgment to the trade register office, which, after
mentioning, shall send it to the Official Gazette of Romania in order to be published in Part
IV, as excerpt.
(4) The members remain liable for social obligations until they are covered according to
the provisions of Art. 3.
ART. 59
(1) The declaration of the company's nullity shall be without prejudice to the acts
concluded in its name.
(2) Neither the company nor the members can invoke the nullity of the company to good-
faith third parties.

CAP. V
Procedural provisions

ART. 60
(1) The interlocutory judgments of the delegated officer regarding the registration or any
other entries in the trade register are enforceable de jure and are only subject to appeal.
(2) The appeal may be filed with the court within 15 days from the date the interlocutory
judgment relating to the parties and from the date the interlocutory judgment or the deed
amending the incorporating instrument was published in the Official Gazette of Romania,
Part IV in relation to other concerned persons.
(3) The appeal shall be filed with and mentioned in the trade register where registration
was made. Within three days from filing, the trade register office shall submit the appeal to
the court of appeal in the territorial range of which the company has its registered office and,
in the case of the branches set up in another county, to the competent court where the
branch has its registered office.
(4) Written notes explaining the reasons for the appeal may be filed with the court of law
at least two days before the date of the proceedings.
(5) Where the appeal is admitted, the decision of the court of appeal shall be mentioned in
the trade register, the provisions of Arts. 48, 49 and 56 to 59 being applicable.
ART. 61
(1) The social creditors and any other persons prejudiced by the members' decisions
regarding the alteration of the incorporating instrument may formulate a petition requesting
the court of law to oblige, as the case may be, the company or members to provide for the
prejudice caused, the provisions under Art. 57 being applicable.
(2) For the purposes of this Law, the words decision of the members shall also mean the
decision of the statutory bodies of the company, and the word members shall also include the
shareholders except for the case where the context indicates otherwise.
ART. 62
(1) The petition may be filed within 30 days from the date of the publication of the
members' decision or additional amending act in the Official Gazette of Romania, Part IV, if
this Law does not provide a different date. The petition shall be filled with the trade register
office, which, within three days, will mention it in the register and forward it to the
competent court of law.
(2) The provisions of Art. 133 relating to suspension shall be applied as appropriate. The
petition shall be determined in the council chamber with the summoning of the parties, the
provisions of Art. 114 par. 5 of the Code of Civil Procedure being applicable.
(3) The decision relating to the petition is subject to appeal only.
ART. 63
The petitions and actions prescribed by this Law, which come within the powers of the
courts, shall be determined by the court the jurisdiction of which covers the area where the
principal place of business of the company is located.
ART. 64
The summoning of the parties before the delegated officer and the communication of his
acts shall be carried out by post by the trade register office through a registered letter the
official receipt of which shall be attached to the file, or by the agents of the trade register
office, or according to the rules prescribed by the Code of Civil Procedure.

Title III
Operation of trading companies

CAP. I
Common provisions

ART. 65
(1) Unless stipulated otherwise, the assets constituted as contribution into the company
become its property as from the moment of its registration in the trade register.
(2) The member who delays to deliver his registered contribution is liable for the damages
caused, and if the contribution was stipulated to be made in cash, he is also liable to pay the
legal interest as from the day he was bound to make the payment.
ART. 66
(1) During the company's life, the creditors of the member may exercise their rights only in
relation to the share in the benefits due to that member according to the balance sheet has
and, after the dissolution of the company, in relation to the share he is entitled to through
liquidation.
(2) The creditors stipulated under paragraph (1) may however deduct during the
company's life the share due to members through liquidation, or can sequester and sell the
shares of their debtor.
ART. 67
(1) The quota-share out of profits paid to each member represents dividends.
(2) The dividends shall be paid to the members in proportion to their participation quota
in the paid-up share capital, unless the incorporating instrument provides otherwise. The
dividends shall be paid within the term established by the general meeting of the
shareholders or, as the case may be, established by special laws, but not later than eight
months from the date of the approval of the annual accounts relating to the financial year
that has ended. Failing such, the trading company is to pay a penalty relating to the period of
delay, according to the level of the legal interest.
(3) Dividends may be distributed only out of profits determined according to the law.
(4) Dividends paid with prejudice to the provisions of pars. (2) and (3) shall be reimbursed
if the company proves that the members were aware of the irregularity of such distribution
or, under the existing circumstances, they should have been aware of such.
(5) The right to bring action for the reimbursement of dividends is limited to three years
from the date of their distribution.
(6) The dividends due after the shares changed hands shall pertain to the assignee, unless
the parties have agreed otherwise.
ART. 68
The contribution made by the members to the share capital shall not carry interest.
ART. 69
If loss in the net assets is established, the share capital will have to be replenished or
reduced in advance of any profit allotment or distribution.
ART. 70
(1) The administrators can carry out all the operations required for the fulfilment of
company's object, except for the restrictions mentioned by the incorporating instrument.
(2) They are bound to participate in all the company's meetings, in the board of directors,
and in the managing bodies similar thereto.
ART. 71
(1) The administrators who are entitled to represent the company may transfer such right
only if this power was explicitly granted to them.
(2) In case of infringement of the provisions of par. (1) the company can claim the benefits
arising on the operation from the substituted person.
(3) The administrator who, no right being granted to him in this respect, substitutes
another person for himself, is jointly liable with this person for possible damages caused to
the company.
ART. 72
The administrators' duties and liabilities are governed by the provisions relating to the
mandate and by those specifically stipulated by this Law.
ART. 73
(1) The administrators are jointly liable towards the company for:
a) reality of payments effected by members;
b) actual existence of the paid dividends;
c) existence of the registers required by law and correct maintenance thereof;
d) exact fulfilment of the decisions of the general meetings;
e) strict fulfilment of the duties imposed by the law and by the incorporating instrument.
(2) The action brought against the administrators in relation to their responsibility shall
also belong to the company's creditors, which may exercise such right only in the case of the
opening of the proceedings governed by the Law No. 64/1995 on the judicial reorganization
and bankruptcy proceedings, as republished.
ART. 74
(1) Any invoice, offer, order, price, prospectus, and other documents of trade, issued by a
company shall bear the name, legal status, registered office, and unique registration code.
There shall be exempted the fiscal receipts issued by the electronic cash registers, which will
contain the elements provided by the legislation on the matter.
(2) For the limited liability companies the share capital shall also be mentioned and for the
joint-stock companies and limited partnerships by shares the share capital shall also be
indicated with special reference to that actually paid-up according to the latest approved
annual accounts.

CAP. II
General partnerships

ART. 75
The right to represent the company is attached to each administrator, unless otherwise
stipulated by the incorporating instrument.
ART. 76
(1) Where the incorporating instrument prescribes that the administrators ought to act in
concert, the decision must be made unanimously; in case of disagreement between the
administrators, the decision will be made by the members representing the absolute majority
of the share capital.
(2) For urgent acts, whose non-fulfilment would cause great loss to the company, a single
administrator may decide in the absence of the others who are in the impossibility, even
momentarily to take part in the administration of the company.
ART. 77
(1) The members representing the absolute majority of the share capital may elect of
themselves one or more administrators, establish their powers, duration of their mandate
and their remuneration, if any, unless otherwise stipulated by the incorporating instrument.
(2) The members may decide, with same majority, the removal of administrators or
limitation of their powers, except for the case when the administrators were appointed
through the incorporating instrument.
ART. 78
(1) Where an administrator has the initiative of an operation that exceeds the limits of an
ordinary operation in the line of trade carried out by the company, he must advise the other
administrators prior to concluding the respective operation, subject to incurrence of the loss
arising thereto.
(2) In case of opposition of any of them, the decision will be made by the members
representing the absolute majority of the share capital.
(3) The operation concluded in spite of the opposition shall be valid in relation to third
parties who were not informed about this opposition.
ART. 79
(1) The member who, in a certain transaction, has on his own behalf or on other's behalf,
interests that are contrary to those of the company, may not participate in any ruling or
decision regarding this transaction.
(2) The member that infringes the provisions of par. (1) shall be liable for the damages
caused to the company if, without his vote, the required majority would not have been
achieved.
ART. 80
The member who, without the written consent of the other members, uses the capital, the
assets, or the credit of the company for his own or another person's benefit is bound to
reimburse the resulting profits to the company and to pay the damages caused.
ART. 81
(1) No member may take out of the company's funds more than what was allotted to him,
for the expenses which were incurred or for those he will make in the company's interest.
(2) The member infringing this provision is liable for the amounts taken and for damages.
(3) The incorporating instrument may stipulate that the members may take out of the
cashier's certain amounts, for their private expenses.
ART. 82
(1) The members may not participate, as members with unlimited liability, in other
competing companies or having the same corporate purpose or undertake transactions on
their own or others' account in the same line of business or in a similar one, without the
consent of the other members.
(2) The consent is deemed given if participation or transactions undertaken prior to the
incorporating instrument have been known by the other members and they did not prohibit
their being carried on.
(3) Upon violation of provisions of pars. (1) and (2), the company, apart from the right to
exclude that member, may decide that he/she worked on his/her own account or ask for
damages.
(4) This right will lapse three months after the day when the company became aware of the
situations without making any decision.
ART. 83
If several persons contributed to the share capital, they are jointly liable to the company
and have to appoint a common representative for the exercise of their rights accruing from
their contribution.
ART. 84
(1) The member whose contribution includes one or several debt instruments shall not be
released of his obligations as long as the company did not obtain payment of the appropriate
sums.
(2) If the payment could not be obtained by suing the assigned debtor, the member,
besides damages, is liable for the sum which is due including the legal interest on the day
debts are falling due.
ART. 85
(1) The members are unlimitedly and jointly liable for the operations carried out in the
company's name, by the persons representing it.
(2) The judgement obtained against the company is enforceable on each member.
ART. 86
For the approval of the annual accounts and for the decisions concerning the liability of
the administrators, the vote of the members holding a majority of the capital is needed.
ART. 87
(1) The transfer of the contribution to the share capital is possible if permitted by the
incorporating instrument.
(2) The transfer does not release the assignor of the remainder owed to the company
arising on his contribution to the capital.
(3) The assignor is liable to the third parties according to Art. 225.
(4) When the incorporating instrument provides for the retirement of a member, the
provisions of Arts. 225 and 229 will be applicable.

CAP. III
Limited partnerships

ART. 88
The administration of the limited partnership will be entrusted to one or more active
partners.
ART. 89
(1) The limited partner may conclude operations on behalf of the company only on the
basis of a special mandate for specific operations issued by the representatives of the
company, which is recorded in the trade register. Otherwise, the limited partner has an
unlimited joint liability for all obligations undertaken by the company as of the date of the
operation concluded by him.
(2) The limited partner may discharge functions in the internal administration of the
company, supervisory assignments, participate in the appointment and revocation of the
administrators, according to the law, or grant, within the limits provided for by the
incorporating instrument, authorization to the administrators for operations exceeding their
powers.
(3) The limited partner has also the right to ask for a copy of the annual accounts and to
verify their accuracy by reviewing the trade records and other supporting documents.
ART. 90
The provisions of Arts. 75, 76 par. (1), Arts. 77, 79, 83, 84, 86, and 87 are also to be applied
to the limited partnerships, and the provisions of Arts. 80, 81, 82, and 85 shall apply to the
active partners.

CAP. IV
Joint-stock companies

Section I
Shares

ART. 91
(1) In joint-stock companies the share capital is represented by shares issued by the
company, which can be registered or bearer shares according to the means of conveyance.
(2) The type of shares shall be determined by the incorporating instrument; failing such,
they shall be registered shares. The registered shares may be issued in a materialised form,
on paper medium, or in a dematerialised form where they are entered in the shareholders'
register.
(3) The shares issued by a joint-stock company, consequent to the subscription by public
offer of transferable securities, as defined under the Government Expeditious Ordinance no.
28/2002*), are subject to the regulations applicable to the regulated market on which those
shares are listed.
_____________
*) See the explanatory note under Art. 35.

ART. 92
(1) The shares may not be issued for an amount lower than their face value.
(2) The shares which are not fully paid are always registered shares.
(3) The share capital may not be increased and new shares may not be issued until shares
of previous issue are completely paid up.
(4) The registered shares can be converted into bearer shares and conversely by the
decision of the extraordinary general meeting of shareholders, taken as per Article 115.
(5) Cumulative titles may be issued for several shares if issued in a materialised form.
ART. 93
(1) The face value of a share shall not be lower than ROL 1,000._
(2) The shares will contain:
a) the name and duration of the company;
b) the date of the incorporating instrument, number in the trade register under which the
company is incorporated, unique registration code and number of the Official Gazette of
Romania, Part IV, issue in which the publication was made;
c) the share capital, number of shares and their serial number, face value of the shares and
the payments made;
d) advantages granted to founders.
(3) For the registered shares there shall also be indicated: the name, first name, personal
numeric code, and domicile of shareholder that is a natural person; the name, registered
office, registration number, and unique registration code of the shareholder that is a legal
person, as the case may be.
(4) The shares must bear the signatures of two administrators in case there is more than
one or of the sole administrator.
ART. 94
(1) The shares have to be equal in value; they grant equal rights to the possessors.
(2) Still, certain categories of shares which confer special rights to their holders may be
issued according to the incorporating instrument, as per Arts. 95 and 96.
ART. 95
(1) Preference shares which benefit from preference dividends without the right to vote
may be issued and confer to the holder:
a) the right to preference dividends out of the distributable benefits obtained at the end of
the given financial year, before any other payments;
b) the rights recognized to shareholders of ordinary shares, except for the right to attend
and to vote, based on these shares, in the general meetings of the shareholders.
(2) The shares carrying preference dividends, without the right to vote, may not exceed a
fourth of the share capital and shall have the same face value as ordinary shares have.
(3) The representatives, administrators, and internal auditors of the company may not
hold shares carrying preference dividends without the right to vote.
(4) Preference shares and ordinary shares can be converted from one category into the
other by the decision of the extraordinary general meeting of the shareholders, as per Art.
115.
ART. 96
Shareholders of each category of shares shall meet in special meetings, according to the
conditions prescribed by the company's incorporating instrument. Any holder of such shares
may attend these special meetings.
ART. 97
In case the company did not issue and did not distribute shares in a materialised form,
then, ex officio or at shareholders' request, it shall issue a shareholder's certificate containing
the data prescribed by pars. (2) and (3) of Art. 93 and, also, the number, the category and the
face value of the shares belonging to the shareholder, the position at which he is registered in
the shareholders' register and the serial number of the shares in question, as the case may
be.
ART. 98
(1) The property right over registered shares issued in materialised form is transferred by
the statement made in the shareholders' register and by the mention made on the title,
signed by the assignor and the assignee or by their proxies. The right of property upon the
registered shares issued in dematerialised form is transmitted by declaration made in the
shareholders' register signed by the assignee and assignor of by their proxies. By the
incorporating instrument other modalities to transfer the property right over shares could be
prescribed.
(2) The property right over the shares issued in a dematerialised form and transacted on a
regulated market is transferred according to the Government Expeditious Ordinance No.
28/2002*).
(3) The subsequent subscribers and assignees are jointly liable for the payment of the
shares for a 3-year period starting on the date the assignment mention was made in the
register of shareholders.
_____________
*) See the explanatory note under Art. 35.

ART. 99
The property right over the bearer shares is transferred by simple assignment.
ART. 100
(1) In case the shareholders did not make the payments due within the time limits
prescribed by Art. 8 let. d) and Art. 21 par. (1), the company shall invite them to fulfil this
obligation by means of a common notice published twice at a 15 days interval in the Official
Gazette of Romania, Part IV, and in a widely distributed newspaper.
(2) In case the shareholders would not make the payments event after that call, the board
of directors may decide either to sue the shareholders for the outstanding payments, or to
cancel these registered shares.
(3) The cancelling decision will be published in the Official Gazette of Romania, Part IV,
specifying the serial number of the cancelled shares.
(4) For the cancelled shares, new shares bearing the same number will be issued and sold.
(5) The sums collected from the sale will be used to cover the publication and sale
expenses, delay interest, and outstanding payments; the rest will be returned to the
shareholders.
(6) If the price obtained is not enough to cover all amounts due to the company or if the
sale does not take place, due to lack of buyers, the company may take action against
subscribers and assignees, as per Art. 98.
(7) If after the fulfilment of these formalities, the amounts due to the company are not
recovered, the capital shall be immediately reduced in proportion to the difference between
the share capital and the existing capital.
ART. 101
(1) Each share gives the right to one vote in the general meeting if the incorporating
instrument does not prescribe otherwise.
(2) The incorporating instrument can limit the number of votes belonging to the
shareholders who possess more than one share.
(3) The exercising of the right to vote is suspended for the shareholders that failed to keep
up to date with the payments.
ART. 102
(1) The shares are indivisible.
(2) In case a registered share becomes property of several persons, the company does not
have the obligation to register the assignment as long as those persons will not appoint a sole
representative in order to exercise the rights attached to the share.
(3) Moreover, where a bearer share is held by several persons, they have to appoint a
common representative.
(4) As long as a share is an indivisible or joint property of several persons, these are jointly
liable for making the due payments.
ART. 103
(1) The company can not acquire its own shares, either directly or by persons acting in
their name but on its account, except for the case the extraordinary general meeting of the
shareholders decides otherwise, with the observance of the following provisions.
(2) By authorizing the acquiring, the extraordinary general meeting of the shareholders
shall establish, mainly, the modalities to acquire the shares, the upper limit of the number of
shares which is going to be purchased, the lower and upper limits of their equivalent value
and the time limit to carry out the operation which can not exceed 18 months as from the day
the decision of the general meeting has been published in the Official Gazette of Romania,
Part IV.
(3) The value of the own shares, purchased by the company, including those existing in its
portfolio, may not exceed 10% of the subscribed share capital.
(4) Only fully paid shares may be purchased and only if the subscribed share capital has
been paid in full.
(5) Payment of the shares so purchased shall be made only from of the distributable profits
and of the available reserves of the company, except for the legal reserves, as registered in
the latest approved annual accounts.
(6) The management report attached to the annual accounts shall show: the reasons which
led to the purchase of own shares, the number, face value, equivalent value of the purchased
shares as well as the fraction of the share capital which they represent.
(7) The own shares purchased with the infringement of the provisions of this Article shall
be transferred within one year as from the day of their subscription, according to the
requirements imposed by the extraordinary general meeting. Shares that are not transferred
within this time shall be cancelled, the company being obliged to reduce its share capital
accordingly.
(8) The provisions of this Article shall also be applied in the cases in which a company, in
which another company holds the majority of the voting rights or exercises directly or
indirectly a dominant influence, acquires shares of the dominant company.
ART. 104
The restrictions stipulated by Article 103 above shall not be applicable when the acquiring
by the company of a determined number of its own shares, fully paid, is performed in one of
the following circumstances:
a) in order to reduce the share capital, according to Art. 207, by cancelling of a number of
its own shares having a value corresponding to the said reduction;
b) for the assigning to the company's employees of a number of its own shares, within the
limits and observing the conditions approved by the general meeting of the shareholders.
The assigning operation will not exceed one year as from the date the decision of the general
meeting has been published in the Official Gazette of Romania, Part IV;
c) as a result of the universal legacy or merger or of a judgment delivered in the
proceedings for enforcement against one of the company's debtors;
d) without consideration;
e) in order to regularize the rate of its own shares on the stock market or on the alternative
regulated market, but only with the authorisation of the National Commission of Securities.
ART. 105
(1) A company may not grant advances or loans or create guarantees for a third party to
subscribe or acquire its own shares.
(2) The creation of security interests in its own shares, either directly or through persons
that act in their own name but on account of the company, is equivalent with the purchase of
its own shares. However, the shares shall be entered separately in the accounting records.
(3) The provisions of this Article shall not be applied to the day-to-day operations of
banking and loan companies or to the operations carried out by the employees of the
company in order to purchase the shares of the company or of one of its branches.
ART. 106
(1) The creation of security interests in the shares is performed by a private contract, which
shall indicate the amount of the debt, the value and the category of the shares placed as
security, and in the case of the bearer and registered shares issued in a materialised form it
may also be performed by making a note of that security on the title deed, signed by the
creditor and debtor holding the shares or by their proxies.
(2) The security shall be registered in the shareholders' register kept by the administrators
or, as the case may be, by the independent company that keeps the shareholders' register.
The creditor in favour of which the security interest in shares was constituted shall be issued
with a proof of its registration.
(3) The security may be binding on the third parties and shall acquire the rank in the order
of preference of the creditors as of the date of the registration in the Electronic Archive of
Security Interests in Personal Property.
ART. 107
Shares acquired according to the provisions of pars. (1) to (5) and par. (8) of Art. 103 are
not entitled to dividends. As long as the said shares are in the company's possession the right
to vote they imply is suspended, and the attendance and vote majorities for the validity of the
decisions at the general meetings shall relate to the rest of the share capital.
ART. 108
The shareholders who offer their shares for sale by public offering will have to draw up a
prospectus, according to the provisions of the Government Expeditious Ordinance no.
28/2002*).
_____________
*) See the explanatory note under Art. 35.

ART. 109
The status of the shares must be included in the annex to the annual accounts and,
particularly, there shall be indicated if they have been fully paid up, and, as the case may be,
the number of shares for which payment has been requested without success.

Section II
General meetings

ART. 110
(1) The general meetings are ordinary and extraordinary.
(2) The meetings will take place at the company's registered office and at the premises
indicated in the calling, unless the incorporating instrument provides otherwise.
ART. 111
(1) The ordinary meeting is convened at least once a year, within maximum four months
from the end of the financial year.
(2) Apart from the debate of other issues on the agenda the general meeting is obliged:
a) to discuss, approve, or amend the annual accounts on the basis of reports of the
administrators and internal auditors or financial auditors and to establish the dividend;
b) to appoint the administrators and the internal auditors;
c) to establish the remuneration of administrators and internal auditors in respect of the
current financial year, unless it has been established through the incorporating instrument;
d) to give their opinion on the performance of administrators;
e) to determine the income and expenditure budget and the working hours, as the case
may be, for the next financial year;
f) to decide upon the pledging, renting out, or dissolving of one or several of the
companies' units.
ART. 112
(1) With a view to ensuring the validity of the proceedings of the ordinary meeting it is
necessary to have the shareholders' attending it representing at least half of the share capital
and that the decisions be made by the shareholders representing the absolute majority of the
share capital represented in the meeting in case the incorporating instrument or the law do
not stipulate a larger majority.
(2) If the meeting cannot operate due to non-fulfilment of the conditions of par. (1), the
meeting gathered after a second convening may proceed upon the issues on the first
meeting's agenda, whatever the share capital part represented by the attending shareholders
is, with a majority.
ART. 113
The extraordinary general meeting shall be called whenever a decision is necessary to be
made for:
a) changing the legal status of the company;
b) changing the registered office of the company;
c) changing the object of the company;
d) formation and dissolution of secondary places of business: branches, agencies,
representative offices, or other such units without legal personality, if the incorporating
instrument does not provide otherwise;
e) extending the duration of the company;
f) increase of the share capital;
g) decrease of the share capital or replenishment thereof by the issue of new shares;
h) merger with other companies or division;
i) early dissolution of the company;
j) conversion of shares from one category into another;
k) conversion of one category of bonds into another or into shares;
l) issue of bonds;
m) any other modification of the incorporating instrument or any other decision for which
the approval of an extraordinary general meeting is requested.
ART. 114
(1) The exercise of the attributions mentioned under Art. 113 lets. b), c), f), g), and j) may
be delegated to the board of directors or to the sole administrator through the incorporating
instrument or decision of the extraordinary general meeting.
(2) The provisions under Art. 131 pars. (4) and (5), Art. 132, except for par. (6), and of Art.
133 shall also be applied in the case of the decisions adopted by the administrators under the
conditions of par. (1); the company is to be represented before the court of law by the person
appointed from its shareholders by the presiding judge, which is to fulfil the mandate
assigned to the company, until the general meeting, convened to this end, elects another
person.
ART. 115
With a view to ensuring the validity of the rulings of the general extraordinary meeting,
where the incorporating instrument does not stipulate otherwise, the following are
necessary:
- at the first calling, the attending shareholders shall represent three quarters of the share
capital and the decisions shall be made with the vote of shareholders representing at least
half of the share capital;
- at the subsequent calling, the attending shareholders shall represent half of the share
capital and the decisions shall be made with the vote of shareholders representing at least
one third of the share capital.
ART. 116
(1) The decision of a general meeting as to amend the rights or obligations regarding a
particular category of shares shall not have effects unless it is approved by the special
meeting of the shareholders of shares belonging to that category.
(2) The provisions of this section regarding the convening, quorum, and unfolding of a
general meeting of the shareholders are also applicable to the special meetings.
(3) The decisions initiated by the special meetings are subject to approval of the relevant
general meetings.
ART. 117
(1) The general meeting shall be convened by the administrators any time it appears to be
necessary according to the provisions of the incorporating instrument.
(2) The time allowed until the meeting may not be shorter than 15 days from the
publication of the calling.
(3) The calling shall be published in the Official Gazette of Romania, Part IV, and in a
largely distributed newspaper in the locality of the company's registered office or in the
nearest locality.
(4) If all the shares of the company are registered shares, the calling may be done only by
registered letter or, if allowed by the incorporating instrument, by simple letter, sent at least
15 days before the day fixed for the meeting to the shareholder's address as recorded in the
register of shareholders. The change of address may not be invoked as to bind on the
company as long as the shareholder failed to inform in writing the company of such change.
(5) Moreover, the calling may be done by displaying at the company's registered office
together with a calling list which is to be signed by the shareholders, at least 15 days before
the day fixed for the meeting. The shareholder's signature and the date of the signature shall
be certified by a specially appointed clerk.
(6) The procedures for calling, as stipulated by pars. (4) and (5) above, shall not be used if
they are forbidden by the incorporating instrument or by legal provisions.
(7) The calling shall indicate the place and the date for the meeting, as well as the agenda,
explicitly indicating all the issues to be discussed at the meeting.
(8) Where the agenda contains proposals as to amend the incorporating instrument, the
calling will have to contain the full text of such proposals.
(9) The shareholders of the close-end companies may propose, in writing, the
administrators to supplement the agenda, except for the case where the proposals refer to
the amendment of the incorporating instrument, at least five days before the meeting; the
proposals are to be entered on the agenda with the approval of the general meeting.
ART. 118
(1) The announcement of the first general meeting may set the day and time of the second
meeting, in case the first meeting could not take place.
(2) The second meeting may not take place on the very day established for the first
meeting.
(3) If the day for the second meeting is not indicated in the calling published for the first
meeting, the period of time stipulated in Art. 117 may be reduced to 8 days.
ART. 119
(1) The administrators are required to convene immediately the general meeting upon the
request of the shareholders representing the tenth part of the share capital, or a lower quota,
if the incorporating instrument provides so and if the request contains provisions that fall
within the scope of the meeting.
(2) The general meeting will take place within one month from request.
(3) If the administrators do not convene the general meeting, the court of law in the
jurisdiction of which the company's registered office is located may authorize, with
summoning the administrators and in accordance with Arts. 331 to 339 of the Code of Civil
Procedure, the calling of the general meeting by the persons that meet the conditions in par.
(1). By the same interlocutory judgment, the court of law shall establish the reference date
referred to in Art. 123 par. (2), the date of the general meeting, and the persons among the
shareholders to preside the meeting.
ART. 120
The shareholders exercise their right to vote in the general meeting according to the
number of shares they hold, with the exception stipulated under Article 101 par. (2).
ART. 121
The shareholders representing the whole share capital may, if none of them opposes, hold
a general meeting and make any decision falling within the scope of the meeting without
observing the formalities required for its calling.
ART. 122
In the situation of the close-end companies with registered shares, the incorporating
instrument may provide the holding of the general meetings also by correspondence.
ART. 123
(1) At the general meetings, the shareholders holding bearer shares have the right to vote
only if they lodged them as indicated by the incorporating instrument or by the calling at
least five days before the meeting. The internal auditors will establish that the shares are
lodged in time by making a record in a report. The shares will remain deposited until after
the general meeting but no more than 10 days after the date of the meeting.
(2) The sole administrator or the board of directors, as the case may be, will fix a reference
date for the shareholders entitled to be informed and to vote at the general meeting, a date
which shall remain unchanged even if the general meeting is called again due to lack of
quorum. The reference date established so will be no more than 60 days before the date the
general meeting is called for the first time.
(3) The shareholders entitled to collect dividends or to exercise any other rights are those
whose names are entered into the company's documents or into the documents supplied by
the independent private register of the shareholders consistent with the reference date.
ART. 124
(1) If the shares are encumbered by a beneficial interest, the right to vote relating to these
shares pertains to the beneficial owner at the ordinary general meetings and to the real
owner in the extraordinary general meetings.
(2) If security interest is constituted in the shares, the right to vote shall belong to the
shareholder.
ART. 125
(1) The shareholders may be represented at the general meetings by other shareholders
only based on a special proxy, except for the cases referred to in Art. 102 pars. (2) and (3),
when the special proxy may also be given to any co-owner.
(2) The shareholders not having legal capacity, as well as legal persons can be represented
by their legal representatives who, in their turn, can give special proxy to other shareholders.
The mandates will be filed in original within the time limit in which the shareholders are
required to lodge their shares or within the time limit provided for by the incorporating
instrument. They will be kept by the company, mention of that being made in the report.
(4) The incorporating instrument can depart from the provisions concerning
representation by shareholders only.
(5) Subject to the decision's becoming null, the company's administrators and clerks may
not represent the shareholders if, without their votes, the required majority would not have
been met.
ART. 126
(1) The administrators may not vote on the basis of the shares they possess, either
personally or by proxy, the discharge from their administration duties or any other issue
involving that person or their administration duties.
(2) However, they may vote the annual accounts if, due to holding at least half of the
participation in the share capital, legal majority cannot be met without their vote.
ART. 127
(1) The shareholder who, with regard to a certain operation, has, either personally or
acting as proxy of another person, an interest that is contrary to that of the company will
have to refrain from participating in the proceedings concerning that operation.
(2) The shareholder who infringes such provision shall liable for damages caused to the
company, if, without his vote, the required majority would not have been met.
ART. 128
The right to vote may not be assigned. Any agreement concerning the exercising in a
certain way of the right to vote is void.
ART. 129
(1) At the date and time indicated in the convening, the meeting will be opened by the
chairman of the board of directors or by his substitute.
(2) The general meeting will elect, of the attending shareholders, one to three secretaries
who will verify the shareholders attendance record, indicating the share capital represented
by each one, the minute drawn up by the internal auditors in respect of the numbers of
lodged shares and the fulfilment of all formalities imposed by the law and the incorporating
instrument in order for a general meeting to be held.
(3) The general meeting may decide that the operations mentioned in the previous
paragraph be supervised or carried out by a notary public at the company's expense.
(4) One of the secretaries shall prepare the minute for the general meeting.
(5) The chairman may appoint from among the company's clerks one or several technical
secretaries who shall participate in the carrying out of the operations mentioned in the
previous paragraphs.
(6) After ascertaining the fulfilment of all legal requirements and those in the
incorporating instrument with regard to the holding of the general meeting, there shall be
proceeded with the issues on the agenda.
ART. 130
(1) The decisions of the general meetings are to be determined through vote by show of
hands.
(2) Whatever the provisions of the incorporating instrument, the secret vote is compulsory
for the election of the members of the board of directors and of the internal auditors, for
their removal, and for determining the decisions concerning the responsibility of the
administrators.
ART. 131
(1) The minutes signed by the chairman and the secretary will establish the fulfilment of
formalities regarding the convening of the general meeting, date and place, attending
shareholders, number of shares, the summary of the debates, the decisions made, and, upon
shareholders' request, their statements made during the meeting.
(2) The documents relating to the convening and the shareholder attendance records will
be attached to the minutes.
(3) The minutes will be entered in the register of the general meetings.
(4) In order to be binding on third parties, the decisions of the general meeting shall be
filed within 15 days with the trade register office in order to be mentioned into register and
published in the Official Gazette of Romania, Part IV. Where such decisions imply
amendments to the incorporating instrument, only the additional document containing the
full text of the amended clauses may be published.
(5) They may not be implemented before such formalities are fulfilled.
ART. 132
(1) The decisions made by the general meeting under the terms of the law or of the
incorporating instrument are compulsory even for those shareholders who did not take part
in the meeting or who voted against them.
(2) Action may be brought against the decisions of the general assembly, which are
contrary to the incorporating instrument or which represent an infringement of the law,
within a 15 days from the publication in the Official Gazette of Romania, Part IV, by any of
the shareholders who did not take part in the general meeting or voted against and requested
that this should be noted in the meetings' minutes.
(3) When reasons of absolute nullity are invoked, the right of action is not barred by
limitation and the request may be formulated by any interested person.
(4) The administrators may not challenge the decision of the general meeting regarding
their removal from office.
(5) The request shall be determined in contradictory with the company, represented by
administrators.
(6) Where the decision is challenged by all the administrators, the company will be
represented in court by the person appointed by the presiding judge of the court from among
the company's shareholders, who shall carry out the mandate he was given, until the general
meeting convened to this end, will appoint another person.
(7) The action will be brought before the court in the territorial range of which the
company has its registered office.
(8) If several actions in avoidance are brought, they may be considered together.
(9) The request will be determined in the court chamber.
(10) The past-recall decision for the annulment shall be mentioned in the trade register
and published in the Official Gazette of Romania, Part IV. As of the date of publication, it
shall be binding on all shareholders.
ART. 133
(1) At the same time as the action in avoidance is brought, the plaintiff may request to the
court, by way of presidential ordinance, to suspend the enforcement of the decision
challenged.
(2) The presiding judge, authorising the suspension, may hold the plaintiff to provide bail.
(3) The ordinance for suspension may be appealed against within 5 days from
adjudication.
ART. 134
(1) The shareholders who do not agree with the decisions of the general meeting regarding
the changing of the core object, the moving of the registered office, or the legal form of the
company have the right to withdraw from the company and to obtain from the company
consideration for the shares they possess, at the average value determined by an authorized
expert, by using at least two methods of assessment recognized by the European Assessment
Standards (EVS).
(2) The costs generated by performing the expertise are borne by the company in question.
(3) Along with the withdrawal statement, the shareholders will hand over the shares they
possess if they were issued under the conditions of Art. 97.
(4) As a consequence of withdrawing the shareholders under the conditions provided
under par. (1), their shares shall be acquired by the company, the provisions of Art. 103 par.
(7) being applicable.
ART. 135
(1) Between the general meetings, no more than two times during a financial year, the
shareholders shall have the right to inform themselves on the management of the company,
consulting the documents provided for in the incorporating instrument, in accordance with
Art. 8 let. i). They shall be allowed to request, at their own expense, certified copies of such
documents. Following the consultation of the documents, the shareholders may in writing
apprise the board of directors, which must answer them in writing within 15 days after the
registration of the apprising.
(2) If the board of directors fails to answer within the term established in par. (1), the
shareholders may approach the competent court of law, which may hold the company to pay
an amount of money for each day of delay.
ART. 136
(1) One or several shareholders, holding at least 10% of the shares representing the share
capital, shall have the possibility to request - individually or jointly - the court to appoint one
or several experts charged to examine certain operations of the company and to draw up a
report that is to be handed to them and, at the same time, officially delivered to the internal
auditors of the company, in order to be analysed and to propose corresponding measures.
(2) The fees of the experts shall be borne by the company, except for the cases when the
apprising is made in bad faith.

Section III
Administration of the company

ART. 137
(1) The joint-stock company is administered by one or several temporary and revocable
administrators.
(2) Where there are several administrators, they form the board of directors.
(3) The appointing and replacing of administrators are to be performed only by the general
meeting.
(4) The first administrators may be appointed through the incorporating instrument, but
their mandate may not be longer than four years.
(5) Unless the duration of the mandate is set out by the incorporating instrument, it shall
be of two years.
(6) The administrators are re-eligible, unless stipulated otherwise by the incorporating
instrument.
ART. 138
The persons that may not be founders under this Law may not be administrators,
directors, or representatives of the company and, if elected, they shall have their rights
forfeited.
ART. 139
(1) A legal person can be appointed or elected as a administrator of a trading company
according to the conditions stipulated by Art. 138.
(2) The rights and duties of the parties shall be established under an administration
contract. The contract shall stipulate, inter alia, that the legal person is bound to appoint a
natural person as its permanent representative. This representative is subject to the same
conditions and obligations and has the same civil and criminal liability as an administrator
that is a natural person who acts in his own name without exonerating the legal person from
liability or reducing the joint liability thereof.
(3) Where the legal person removes its representative, it shall be bound at the same time to
appoint a substitute.
ART. 140
(1) Each administrator will have to lodge security in respect of his administration, as
stipulated by the incorporating instrument or, in the absence of such provision, as approved
by the shareholders' general meeting. The security may not be lower than the face value of
ten shares or double the monthly remuneration.
(2) If the administrator is a shareholder, the security may be constituted, upon his request,
by lodging ten shares that shall be inalienable and are kept in the company during the
mandate.
(3) The security will be lodged prior to the undertaking administrators' duties; it may be
also lodged by a third party.
(4) If the security is not lodged prior to the taking up of office, the administrator shall be
deemed as resigned.
(5) The security shall be lodged in a distinct bank account, at the exclusive disposal of the
company, and may be returned to the administrator only after the general meeting approved
the accounts of the latest financial year when the administrator filled such position and
discharged him.
ART. 141
The administrators' signatures will be filed with the trade register office along with the
certificate issued by internal auditors confirming the lodgement of the security.
ART. 142
(1) For the validity of the decisions of the board of directors, the attendance of at least half
of the number of administrators is necessary, unless the incorporating instrument stipulates
a larger number.
(2) The decisions of the board of directors shall be made with an absolute majority of the
attending members.
(3) The chairman of the board of directors shall have the casting vote in case of equal votes
on both sides unless the incorporating instrument provides otherwise.
(4) If the chairman in office of the board of directors is not able or is forbidden to
participate in the vote, the other members of the board of directors may elect the president of
the meeting, which shall have the same rights as the chairman in office.
(5) Where the number of votes are equal and the chairman does not carry a casting vote,
the proposal submitted to the vote shall be considered as rejected.
ART. 143
(1) The board of directors may delegate part of its powers to a managing committee,
composed of members elected from among the administrators, at the same time determining
their remuneration.
(2) The chairman of the board of directors may also be the managing director or director;
in this capacity he also leads the managing committee.
(3) The decision of the board of directors concerning the necessary amount for the
remuneration of the managing committee will have to be ratified by the general meeting if it
exceeds the incorporating instrument's provisions or if the incorporating instrument do not
stipulate anything in this respect.
(4) The decisions of the managing committee are made with absolute majority of its
members' votes.
(5) The managing committee has to present, at any meeting of the board of directors, its
records of deliberations.
(6) In the managing committee, the vote may not be delegated.
ART. 144
(1) The appointing of the company's clerks shall be performed by the board of directors,
unless the incorporating instrument stipulates otherwise.
(2) The board of directors may at any time dismiss the persons appointed at the managing
committee.
ART. 145
(1) No person may function in more than three boards of directors at the same time.
(2) The restriction laid down in par. (1) does not relate to the cases when the person
elected by the board of directors holds at least one fourth of the stock or is the administrator
of a company that holds one fourth of the stock.
(3) The one who will not observe the above-mentioned provision, will loose by right his
capacity as administrator, obtained by exceeding the legal number of appointments in a
chronological order and will be sentenced, for the benefit of the State, to pay the
remuneration and other due benefits, as well as to return the collected sums of money.
(4) The action against administrators may be brought by any shareholder or by the
Ministry of Public Finance.
(5) Unless they have the authorization of the board of directors, the members of the
managing committee and the directors of a joint-stock company may not be administrators,
members of the managing committee, internal auditors, or members with unlimited liability
of other companies that are competitors or have the same object, or act in the same or
competing line of business, on their own account or on other person's account, subject to the
penalty of removal and liability for damages.
ART. 146
The administrators may conclude legal documents whereby they acquire, transfer, rent
out, exchange or place as collateral assets of the company the value of which exceeds half of
the book value of the company's assets at the time the legal document is concluded only with
the approval of the extraordinary general meeting of the shareholders under Art. 115.
ART. 147
(1) The acquiring by a company of an asset from a founder or shareholder:
a) within maximum two years from the formation or authorization of the company; and
b) in exchange for an amount or other value representing at least one tenth of the value of
the subscribed share capital shall be subject to the prior approval by the extraordinary
general meeting of the shareholders and to the provisions of Arts. 38 and 39, and it shall be
recorded in the trade register and published in the Official Gazette of Romania, Part IV, and
in a largely distributed newspaper.
(2) The acquiring operations carried out within the normal course of activity of the
company, the operations conducted as ordered by an administrative authority or a court of
law, or the stock-exchange operations shall not be subject to these provisions.
ART. 148
(1) The administrators shall be liable for the fulfilment of all obligations under Arts. 72 and
73.
(2) The managing committee and all the administrators shall be liable to the company for
the acts conducted by the directors or personnel employed when the damage would not have
been incurred had they exercised the supervision imposed according to their position.
(3) The managing committee will have to notify the board of directors of all infringements
established while carrying out its supervisory duties.
(4) The administrators are jointly liable with their immediate predecessors if, being aware
of the irregularities committed by them, they fail to inform the internal or financial auditors
of such.
(5) In the companies with several administrators, the responsibility for the actions
performed or for the omissions does not extend over to the administrators who made record
of their opposition in the register of decisions of the board of directors and who made a
written report on that to the internal auditors or, as the case may be, financial auditors.
(6) For the decisions made during the meetings in which the administrator did not
participate, he shall still be responsible if, within one month of becoming aware of that, he
fails to oppose the decision in the ways indicated in the previous paragraphs.
ART. 149
(1) The administrator having, in a particular operation, directly or indirectly, interests
opposed to those of the company, must inform the other administrators and internal
auditors or financial auditors and must not participate in any ruling concerning that
operation.
(2) The same obligation binds on the administrator that, given a particular operation, is
aware of the fact that his spouse, consanguine relatives, and conjugal relatives up to the
fourth degree, inclusively, have an interest in that operation.
(3) If the provisions of the incorporating instrument do not provide otherwise, the
restrictions established under pars. (1) and (2) referring to the participation in the
administrators' deliberation and vote, shall not be applicable where the subject of the vote is:
a) the offering for subscription, to an administrator or to the persons indicated in par. (2),
of shares or bonds of the company;
b) the granting of a loan by the administrator or by the persons indicated in par. (2) or the
creation of a guarantee in favour of the company
(4) The administrator that failed to observe the provisions of pars. (1) and (2) shall be
liable for the damages caused to the company.
ART. 150
(1) If the incorporating instrument does not stipulate otherwise and notwithstanding the
provisions of Art. 149, subject to nullity, the administrator may transfer, respectively acquire
assets to or from the company of a value exceeding 10% of the value of the net assets of the
company, only after obtaining the approval of the extraordinary general meeting, under the
conditions laid down in Art. 112.
(2) The provisions of par. (1) shall also apply to the operations of renting or leasing.
(3) The value referred to in par. (1) shall be calculated on the basis of the financial
statement approved for the financial year previous to that in which the operation takes place
or, as the case may be, of the value of the share capital subscribed, if such a financial
statement was not presented and approved yet.
(4) The provisions of this Article shall also be applicable to the operations in which one of
the parties is the administrator's spouse, or relative, or in-law, up to the fourth degree,
inclusively; moreover if the operation is concluded with a civil society or trading company of
which one of the persons previously mentioned is administrator or director or in which such
person holds alone or jointly a quota-share of at least 20% of the value of the subscribed
share capital, except for the case where one of those trading companies is the subsidiary of
the other.
ART. 151
(1) The board of directors shall meet up any time it is necessary.
(2) It has to met up at least once a month at the company's registered office, and the
managing committee has to meet up at least once a week.
(3) The convening for the meetings of the board of directors shall indicate the location
where the meeting is to take place and the agenda, no decision concerning unforeseen issues
being made, except for expeditious cases and under the condition of ratification at the next
meeting by the absent members.
(4) At the meetings of the board of directors, the directors will present written reports
concerning operations they have carried out, and the managing committee will present the
records of its deliberations.
(5) The internal auditors shall also be convened at the meetings of the board of directors.
(6) At each meeting, a minute will be drawn up containing the rulings' order, decisions
made, number of votes obtained, and separate opinions.
ART. 152
(1) The carrying out of the company's operations may be entrusted to one or several
executive directors who are clerks of the company.
(2) The executive directors may not be members of the company's board of directors.
(3) They shall have the same liabilities towards the company and third parties as the
administrators with respect to the non-fulfilment of their duties, in accordance with the
provisions of Art. 148, even if there is a contrary agreement.
ART. 153
(1) The administrators and internal auditors may be granted emoluments and any other
sums of money or advantages only on the basis of a decision of the general meeting.
(2) The company shall be prohibited from extending credits to its administrators or
directors through operations such as:
a) loans to the administrators or directors;
b) granting financial advantages to the administrators or directors on the occasion of or
after the company's conclusion of operations of delivery of goods, service supply, or work
execution with the such administrators or directors;
c) provision of guarantees, directly or indirectly, wholly or partially, in respect of any loans
granted to the administrators or directors, simultaneous or subsequent to granting the loan;
d) provision of guarantees, directly or indirectly, wholly or partially, in respect of the
performance by the administrators or directors of any other personal obligations thereof to
third parties;
e) acquiring for a valuable consideration or in exchange for payment, wholly or partially, of
a claim the subject of which is a loan granted by a third person to the administrators or
directors or another personal commitment thereof.
(3) The provisions under par. (2) are also applicable to the operations in which the
administrator's or director's spouse, consanguine relatives, or conjugal relatives up to the
fourth degree, inclusively, have an interest in that operation; at the same time if the
operation regards a civil or trading company where one of the persons previously mentioned
is administrator or director or holds, alone or together with one of the persons previously
mentioned, a quota of at least 20% of the value of the subscribed share capital.
(4) The provisions of par. (2) shall not apply:
a) in the case of the operations the accrued value of which is less than the ROL equivalent
of EUR 5,000;
b) in the case in which the operation is concluded by the company in the normal course of
exercising its activity, and the provisions in respect of the operation are not more favourable
for the persons mentioned in pars. (2) and (3) than those the company normally practices in
relation to third persons.
ART. 154
(1) Any shareholder is entitled to denounce to the internal auditors the operations he
thinks should be censured; the auditors are obliged to verify and, if they find the claims to be
real, to register them in the report they are bound to make to the general meeting.
(2) If the denouncement is made by shareholders representing at least one fourth of the
share capital or a lower quota, where the incorporating instrument stipulates so, the internal
auditors are compelled to present their remarks and proposals about the denounced facts.
(3) If the internal auditors take the denouncement of the shareholders representing at
least one fourth of the share capital as well founded and urgent, they are compelled to
convene the general meeting immediately. If that is not the case, they have to refer to that
matter during the next meeting. The meeting has to decide upon settling the denouncement.
(4) The fourth part of the share capital is evidenced by lodging the shares with banks in
Romania or units thereof or by blocking the shares in the account, respectively, where the
shares have been issued in a dematerialised form.
(5) The shares shall stay deposited, or blocked, respectively, until after the extraordinary
general meeting, and the proof of lodgement and blocking, respectively, shall legitimate the
participation of the shareholders in this meeting.
ART. 155
(1) The action for liability against founders, administrators, internal or financial auditors,
and directors shall belong to the general meeting, which will decide with the majority
stipulated by Art. 112.
(2) The decision may be made even if the issue regarding their liability is not on the
agenda.
(3) The meeting shall appoint with the same majority the person charged with taking
action at law.
(4) If the meeting decides to bring action for liability against administrators, their mandate
ceases de jure and the meeting will proceed to their substitution.
(5) If the action at law is brought against the directors, they shall be suspended de jure
until the ruling of court is final.
ART. 156
(1) In case of vacancy of one or several administrators, the other administrators along with
the internal auditors, and deliberating in the presence of two thirds and with absolute
majority, proceed to the appointment of a temporary administrator until the convening of
the general meeting, unless otherwise stipulated by the incorporating instrument.
(2) In case there is only one administrator and he wants to retire, the general meeting will
have to be convened. In case of death or physical impossibility, the temporary appointment
will be made by the internal auditors, but the general meeting will be urgently convened for
the final appointment of the administrator.
ART. 157
In case the administrator or the directors conclude legal documents to the company's
prejudice and the company, because of the positions detained by the said, does not take any
action in order to recover the damages, then any of the minority stockholders has the right to
file a lawsuit in the name of the company in order to recover the respective damage.
ART. 158
(1) If the administrators establish that, following certain losses, the net assets, determined
as the difference between the total assets and the debts of the company, represent less than
half of the share capital they shall convene the extraordinary general meeting in order to
decide upon the reconstitution of the capital, its reduction to the remained value, or the
dissolution of the company.
(2) The incorporating instrument may provide for the convening of the extraordinary
meeting in the event of a smaller loss.
(3) Where even the second convening the quorum under Art. 115 was not achieved, the
administrators will ask the court of law in the territorial range of which the company's
registered office is located to appoint an expert to assess the loss in the share capital. The
court, on the basis of an expert survey, ascertaining the loss referred to in pars. (1) or (2), will
issue an interlocutory judgment, authorizing the administrators to convene the general
meeting which will be able to decide upon the reduction of the capital to the amount left or
the company's dissolution with any number of attending shareholders.

Section IV
Financial audit, internal audit, and internal auditors

ART. 159
(1) The joint-stock company will have three internal auditors and three deputies, unless
the incorporating instrument stipulates a larger number. In all cases, the number of internal
auditors must be an odd one.
(2) Initially, the internal auditors are elected by the constitutive assembly. They have a 3-
year mandate and may be re-elected.
(3) The internal auditors must exercise their mandate in person.
(4) At least one of them must be a certified accountant according to the law or a certified
public accountant.
(5) The internal auditors are required to lodge within the time limit indicated in Art. 140
par. (3), one third of the collateral security required for administrators. The internal
auditors, which are certified public accountants or certified accountants, shall be exempted
from this obligation if they provide evidence of holding professional indemnity insurance
policies.
ART. 160
(1) The financial statements of the trading companies, which fall under the scope of the
accounting regulations harmonized with the European Directives and international
accounting standards, shall be audited by financial auditors, which are natural or legal
persons, under the terms of the law.
(2) The trading companies whose annual financial statements are subject, according to the
law, to financial audit shall organize the internal audit according to the standards drawn up
to this effect by the Romanian Board of Financial Auditors.
(3) For the trading companies whose annual financial statements are not subject,
according to the law, to financial audit, the ordinary general meeting of the shareholders
shall decide the contracting of the financial audit and the appointing of the internal auditors,
as the case may be.
ART. 161
(1) The internal auditors may be shareholders, except for the internal auditor that is the
certified public accountant or the certified accountant, which may be a third party exercising
his profession individually or collectively.
(2) The following persons may not be internal auditors and in the event they were elected,
their mandate shall be forfeited:
a) the consanguine relatives or conjugal relatives up to the fourth degree inclusively or
administrators' spouses;
b) the persons that receive any form of salary or remuneration for positions other than that
of internal auditor from the administrators or from the company or the persons whose
employers have a contractual relationship or are in competition with the company.
c) the persons who are prohibited from occupying the position of administrator as per Art.
138.
d) the persons that, in the course of exercising the functions given by such capacity, have
duties of control in the Ministry of Public Finance or other public institutions, except for the
situations specially provided by the law.
(3) The internal auditors shall receive fixed remuneration as set out by the incorporating
instrument or by the general meeting which appointed them.
ART. 162
(1) In case of death, physical or legal impediment, cessation of or renunciation the
mandate by one internal auditor, the eldest deputy will be the substitute.
(2) If the internal auditors' number cannot be completed so, the remaining internal
auditors will appoint other persons to fill in the vacancies, until the next general meeting is
held.
(3) In case no auditor stays in office, the administrators will urgently convene the general
meeting, which will appoint other auditors.
ART. 163
(1) The internal auditors are bound to supervise the company's management, to verify
whether the financial statements are duly prepared and in accordance with the registers,
whether these are regularly maintained, and whether the assessment of the property was
made according to the regulations set out for the drawing up and presentation of the
financial statements.
(2) The internal auditors will submit to the general meeting a detailed report in respect of
all the above, as well as in respect of the proposals they will consider necessary with regard to
the financial statements and distribution of profits.
(3) The general meeting may approve the annual financial statements only if they are
accompanied by the report of internal auditors or, as the case may be, of the financial
auditors.
(4) The internal auditors are also required:
a) to perform monthly and unexpected inspections of the cash register and to verify the
existence of securities and valuables, which are the company's property or which were
received as security, bail, or deposit;
b) to convene the ordinary or extraordinary meeting when it was not convened by the
administrators;
c) to participate in the ordinary and extraordinary meetings having the power to include
on the agenda the proposals they think fit;
d) to ascertain the regular deposit of security by the administrators;
e) to make sure that the provisions of the law and of the incorporating instrument are
complied with by administrators and liquidators.
(5) The auditors shall inform the administrators of irregularities in the administration and
violations of the provisions of the law and of the incorporating instrument they establish,
and shall bring to the attention of the general meeting the most important cases.
ART. 164
(1) The auditors have the right to obtain a monthly operation report from the
administrators.
(2) The auditors participate in the meetings of the administrators without a voting right.
(3) The internal auditors are prohibited from disclosing data concerning the company's
operations, which was acquired during the exercise of their mandate, especially to the
shareholders or third parties.
ART. 165
(1) To meet the obligation provided for by Art. 163 par. (2), the internal auditors shall
confer together; however, in case of disagreement they can make separate reports, which
shall have to be submitted to the general meeting.
(2) The auditors may work separately to meet the other obligations provided for by the
law.
(3) The auditors shall record in a special register their rulings and findings during the
exercise of their mandate.
ART. 166
(1) The extent and the effects of the liability of the internal auditors are determined by the
rules applicable to the mandate.
(2) Their revocation could be made only by the general meeting, with the vote requested at
the extraordinary meetings.
(3) The provisions of Articles 73, 145, and 155 are also to be applied to internal auditors.

Section V
Issuance of bonds
ART. 167
(1) The face value of a bond may not be lower than ROL 25,000.
(2) The bonds of the same issue must be equal in value and grant the same rights to their
holders.
(3) The bonds may be issued in a materialised form, on paper medium, or in a de-
materialised form by registration in an account.
ART. 168
In order to proceed to the issuance of bonds by public subscription, as defined by Law no.
52/1994*) concerning the transferable securities and securities exchanges, the
administrators will publish a prospectus, which will include:
a) name, corporate purpose, registered office, and duration of the company;
b) share capital and reserves;
c) date of publication in the Official Gazette of Romania, Part IV, of the incorporation
order and the amendments made to the incorporating instrument;
d) assets and liabilities according to the latest approved balance sheet;
e) categories of shares issued by the company;
f) the total value of the bonds, which have been previously issued and which are to be
issued, the method of reimbursement, the face value of the bonds, the interest they yield,
indication of whether there are registered or bearer bonds, as well as whether they are
convertible from one category into another or into shares;
g) encumbrances on the company's immovable property;
h) date at which the decision of the extraordinary general meeting which approved the
bond issue was published.
Art. 169 - Where the bonds are the subject of a public offering defined as such by the Law
no. 52/1994*), their issuing and dealing are subject to that law.
_____________
*) The Law no. 52/1994 concerning the transferable securities and securities exchanges
was repealed by the Government Expeditious Ordinance no. 28/2002, and the latter was
also repealed by the Law no. 297/2004.

ART. 170
(1) The bond subscription will be recorded on the copies of the prospectus.
(2) The value of the subscribed bonds must be fully deposited.
(3) The titles to bonds must include the data indicated in Art. 168, sequential number and
schedule for the payments of principal and interest.
(4) The bonds shall be signed according to the provisions of Art. 93 par. (4).
(5) The face value of the bonds that are convertible into shares shall be equal to the value
of the shares.
ART. 171
(1) The holders of bonds hold a general meeting to deliberate upon their interests.
(2) The meeting will be convened at the expenses of the company that issued the bonds
upon the request of a number of bondholders representing one fourth of the issued and
unpaid bonds or upon the request of the representatives of bondholders, after their being
appointed.
(3) The provisions for the ordinary meeting of the shareholders are also to be applied to
the meeting of bondholders, as regards the forms, conditions, convening terms, bond
depositing, and voting.
(4) The issuing company may not participate in the rulings of the bond-holders' meeting
on the basis of the bonds it holds.
(5) The bondholders may be represented by proxies other than the administrators, internal
auditors, or company employees.
ART. 172
(1) The duly convened bondholders' meeting may:
a) appoint a representative of the bondholders and one or several deputies, which shall
have the right to represent them in relation to the company and before the court of law,
establishing their remuneration; they may not participate in the company's administration,
but they will be able to attend its general meetings;
b) carry out all the acts of supervision and protection of their common interests or to
authorize a representative to carry them out;
c) set up a fund, which may be constituted from the interest due to bondholders in order to
cover the expenses necessary for the protection of their rights, setting up at the same time
rules for the administration of this fund;
d) oppose any amendment to the incorporating instrument or loan conditions, which
might affect the bondholders' rights;
e) give their opinion concerning the issue of fresh bonds.
(2) The decisions of the meeting shall be brought to the attention of the company in no
more than three days from their adoption.
ART. 173
For the validity of the rulings referred to in Art. 172 par. (1) lets. a), b), and c), the decision
has to be made with a majority representing at least one third of the issued and unpaid
bonds; in the other cases, there shall be necessary the attendance at the meeting of the
bondholders representing at least two thirds of the unpaid bonds and the favourable vote of
at least four fifths of the bonds represented at the meeting.
ART. 174
(1) The decisions made by the meeting of the bondholders shall also bind on the
bondholders who did not attend the meeting or voted against.
(2) The bondholders' decisions may be challenged in court by the bondholders who did not
attend the meeting or voted against and demanded that this voting be recorded in the
meeting's minutes, within the time limit and with the effects indicated by Arts. 132 and 133.
ART. 175
The legal action taken by the bondholder against the company is not admissible if its
object is the same as that of the action brought by the representative of the bondholders or is
contrary to a decision of the meeting of the bondholders.
ART. 176
(1) The bonds shall be repaid by the issuing company at maturity.
(2) Before reaching maturity, the bonds of the same issue and of the same value may be
repaid through selection by lot, in an amount higher than their face value, established by the
company and publicly announced at least 15 days in advance.
(3) The convertible bonds may be converted into shares belonging to the issuing company
under the conditions established in the prospectus.

Section VI
Registers of the company and annual financial statements

ART. 177
(1) In addition to the registers stipulated by law, the joint-stock companies must keep:
a) a shareholders' register which contains, as the case may be, the full name, personal
numeric code, name, domicile or registered office of shareholders holding registered shares,
as well as payments made for the shares. The records of transferable securities issued by a
publicly owned company and listed on a regulated market shall be kept by a register
company authorized by the National Commission of Securities, according to the provisions
of the Government Expeditious Ordinance No. 28/2002*);
b) a register of the sessions and rulings of the general meetings;
c) a register of the sessions and rulings of the board of directors;
d) a register of the sessions and rulings of the managing committee;
e) a register of the rulings and findings made by internal auditors in exercising their
mandate;
f) a register of bonds indicating the total of issued and repaid bonds, as well as the full
name, registered name, domicile, or registered office of the bondholders, in case they are
registered bonds. The records of the bonds issued in a de-materialised form and listed on a
regulated market shall be kept according to the Law no. 52/1994**).
(2) The registers referred to in par. (1) lets. a), b), c), and f) shall be kept by the board of
directors, that referred to in let. d) shall be kept by the managing committee, and that
referred to in let. e) shall be kept by the internal auditors.
_____________
*) See the explanatory note under Art. 35.
**) See the explanatory note under Art. 168.

ART. 178
(1) The administrators or, as the case may be, the independent-register companies are
bound to provide the shareholders and any other interested persons with access to the
registers referred to in Art. 177, par. (1) let. a) and issue upon request excerpts at the expense
of the applicants.
(2) They also have the obligation to provide the shareholders and bondholders with access,
under the same conditions, to the registers referred to in Art. 177 par. (1) lets. b) and f).
ART. 179
The shareholders' register and the bonds register may be maintained manually or in a
computerized system.
ART. 180
(1) The trading company may conclude contracts with an independent private register
keeping company for the keeping of the shareholders' register in a computerized system and
for the entries and other operations relating to that register.
(2) The provisions of the previous paragraph shall be accordingly applied to the bonds
register.
(3) Keeping of the shareholders register and/or of the bonds register by an authorized
independent register company is compulsory in cases specially provided by law.
(4) In the situation in which the shareholders' register is kept by an authorized
independent register company, mentioning in the trade register of the firm and its registered
office, as well as of any other changes intervened regarding these identification elements is
compulsory.
ART. 181
The administrators must present to the internal auditors and financial auditors, at least
one month prior to the established date of the general meeting, the annual accounts of the
previous financial year, along with their report and supporting documents.
ART. 182
(1) The annual accounts shall be drawn up under the terms of the law.
(2) The annual accounts of the trading companies shall be checked and audited according
to the law.
ART. 183
(1) At least 5% of the company's profits shall be allotted every year, in order to form the
reserve fund until it amounts to minimum one fifth of the share capital.
(2) If the reserve fund, after its formation, is reduced due to any reason, it shall be
completed with the observance of the provisions of par. (1).
(3) Even if the reserve fund reached its limit provided by par. (1), it shall also include the
surplus obtained by selling shares at a rate higher than their face value, if such surplus is not
used to pay the issuing expenses or is not intended for amortization.
(4) The founders will participate in the profits, if provided so by the incorporating
instrument or, in the absence of such provisions, if it was approved by the extraordinary
general meeting.
(5) In all cases, the general meeting will establish the participation conditions for each
financial year.
ART. 184
(1) The annual accounts together with the reports of the administrators and internal or
financial auditors will remain deposited at the registered office of the company and of
branches thereof during the 15 days preceding the holding of the general meeting so that
they may be examined by the shareholders.
(2) The shareholders will be entitled to request the board of directors, at their expense, to
produce copies of the annual accounts and of the other reports provided under par. (1).
ART. 185
(1) The administrators are obliged, within 15 days from the date of the general meeting, to
file a copy of the annual accounts, accompanied by their report, the report of the internal
auditors, or the report of the financial auditors, as well as the minutes of the general meeting
with the trade register office, as well as with the Ministry of Public Finance, under the
conditions provided by the Accounting Law no. 82/1991, republished, as subsequently
amended.
(2) An advertisement confirming the filing of these documents shall be published in the
Official Gazette of Romania, Part IV, at the company's expense, and by care of the trade
register office, for trading companies whose annual rate of turnover exceeds ROL 100 billion.
ART. 186
The approval of the annual accounts by the general meeting does not hinder the exercise of
the action for liability against the administrators, directors, internal auditors, or financial
auditors.

CAP. V
Limited partnerships by shares

ART. 187
The limited partnership by shares is governed by the provisions relating to the joint-stock
companies, except for the provisions of this Chapter.
ART. 188
(1) The administration of the company is entrusted to one or several active partners.
(2) The active partners are subject to the provisions of Arts. 80 to 83 and the limited
partners to those of Arts. 89 and 90.
ART. 189
(1) The administrators of the limited partnership by shares may be revoked by the
shareholders' general meeting by a decision made with the majority established for the
extraordinary meetings.
(2) The general meeting shall elect, with the same majority and in accordance with the
provisions of Art. 138, another person instead of the administrator who has been revoked,
died, or ceased to exercise his mandate.
(3) The appointment must also be approved by the other administrators if there is more
than one.
(4) The new administrator becomes active partner.
(5) The revoked administrator has unlimited liability in relation to the third parties for the
obligations he undertook during his administration, but he has recourse against the
partnership.
ART. 190
The active partners that are administrators may not participate in the rulings of the
general meeting for the election of internal auditors, even if they hold shares in the
partnership.

CAP. VI
Limited liability companies

ART. 191
(1) The members' decisions are to be made at the general meeting.
(2) The incorporating instrument may also state the possibility of voting by mail.
ART. 192
(1) The general meeting shall decide by the vote representing the absolute majority of the
members and of the participating shares, except the case when the incorporating instrument
provides otherwise.
(2) The decisions concerning the amending of the incorporating instrument shall be made
by the vote of all members, except for where the law or the incorporating instrument
provided otherwise.
ART. 193
(1) Each share gives the right to one vote.
(2) One member could not exercise his right to vote in the rulings of the members'
meetings regarding his contribution in kind or the legal documents concluded between him
and the company.
(3) If the legally convened general meeting cannot make a valid decision because of lack of
required majority, the general meeting reconvened may decide on the matters on the agenda,
whatever the number of shareholders and fraction of the share capital represented by the
attending shareholders.
ART. 194
(1) The meeting of the members has the following main duties:
a) to approve the annual accounts and to establish the allotment of the net profit;
b) to appoint the administrators and the internal auditors, to revoke them and to relieve
them of their activity, as well as to decide the contracting of the financial auditor, when it
does not have compulsory character, according to the law;
c) to decide the prosecution of the administrators and internal auditors for damages
caused to the company, also appointing the person to exercising it;
d) to amend the incorporating instrument.
(2) In the last case, if the incorporating instrument stipulates the right of the member to
withdraw when he does not agree to the amendments thereto, the provisions of Arts. 224 and
225 are applicable.
ART. 195
(1) The administrators are required to convene the meeting of the members at the
registered office at least once a year or as often as necessary.
(2) One member or a number of members representing at least one fourth of the share
capital will be able to demand the calling of the general meeting indicating the purpose of
this convening.
(3) The calling of the meeting will be performed as stipulated by the incorporating
instrument and, in the absence of any special provision, by registered letter, at least ten days
prior to the date established for the meeting, also showing the agenda.
ART. 196
The provisions stipulated for the joint-stock companies regarding the right to challenge
the decisions of the general meeting are also to be applied to the limited liability companies,
with the 15-day term set out in Art. 132 par. (2) starting to run as of the date the member is
informed of the decision of the general meeting he challenges.
ART. 197
(1) The company is administered by one or several administrators, members, or non-
members, appointed through the incorporating instrument or by the general meeting.
(2) The administrators may neither receive, without the authorization of the members'
meeting, the administrator mandate in other companies which are in competition with or
have the same object as the company, nor may they carry on the same trading activity or
another competitive activity on their own account or on the account of another natural or
legal person, subject to revocation and liability for damages.
(3) The provisions of Arts. 75, 76, 77 par. (1), and Art. 79 are also to be applied to the
limited liability companies.
ART. 198
(1) By care of the administrators, the company must keep a register of members to record
the full name, registered name, domicile, or registered office of each member, his share in
the registered capital, transfer of shares or any changes relating to such.
(2) The administrators are personally and jointly liable for any damages caused by breach
of the provisions of par. (1).
(3) The register may be examined by members and creditors.
ART. 199
(1) The provisions of Art. 160 pars. (1) and (2) shall be applied as appropriate.
(2) For the trading companies that fail to observe the provisions of Art. 160 par. (1), the
meting of the members may appoint one or several internal auditors.
(3) If the number of the members is larger than 15, the internal auditors' appointment is
compulsory.
(4) The provisions concerning the internal auditors of the joint-stock companies will also
be applied to the internal auditors of the limited liability companies.
(5) In the absence of internal auditors, each member who is not an administrator of the
company will exercise the control right which the members have in general partnerships.
ART. 200
The limited liability company may not issue bonds.
ART. 201
(1) The financial statements shall be prepared according to the rules stipulated for the
joint-stock company. After their approval by the general meeting of the members they shall
be deposited by the administrators with the general directorates of the competent public
finances, within the terms provided by the law. A copy of the annual accounts shall be filed
with the trade register office. The latter shall make the announcement referred to in par. (2)
of Art. 185.
(2) The provisions stipulated for the reserve funds for the joint-stock company as well as
those regarding the reduction of the share capital are also to be applied to the limited liability
companies.
ART. 202
(1) The shares may be transferred between the members.
(2) The transfer to persons outside the company is only allowed if it was approved by the
members representing at least three fourths of the share capital.
(3) The provisions of par. (2) are not applicable in case of acquiring a participating share
by inheritance, unless otherwise stipulated by the incorporating instrument; in the last case
the company is bound to pay the value of the share to successors according to the latest
approved balance sheet.
(4) In case the maximum legal number of members should be exceeded due to the number
of successors, these will be required to designate a number of representatives, which will not
exceed the maximum legal number.
ART. 203
(1) The transfer of shares must be recorded in the trade register and in the member
register of the company.
(2) The transfer comes into effect in relation to the third parties only from the moment of
its recording in the trade register.

Title IV
Amending of the incorporating instrument

CAP. I
General provisions

ART. 204
(1) The incorporating instrument may be amended through the decision of the general
meeting adopted under the conditions of the law or through a document attached to the
incorporating instrument, or through the decision of the court of law, under the conditions of
Art. 223 par. (3) and Art. 226 par. (2).
(2) The authentic form of the amending document adopted by the members is compulsory
when it has as subject:
a) the increase of the share capital by the provision of land as contribution in kind;
b) the change in the legal status of the general partnership or limited partnership;
c) the increase of the share capital by public subscription.
(3) The provisions of Art. 17 are also applied in the case of changing the name or in that of
continuing the limited liability company with a sole member.
(4) The amending act containing references to the altered texts of the incorporating
instrument shall be recorded in the trade register on the basis of the interlocutory judgment
of the delegated officer, except for the case provided for in Art. 223 par. (3) and Art. 226 par.
(2), when the recording is to be made on the basis of the excluding final decision.
(5) After the recording in the trade register, the amending document shall be submitted, ex
officio, to the Official Gazette of Romania, in order to be published in Part IV, by the trade
register, at the expense of the company.
(6) The document amending the incorporating instrument of a general partnership or
limited partnership, in the original form, shall be filed with the trade register office and shall
be mentioned therein, without its publication in the Official Gazette of Romania, Part IV,
being compulsory.
(7) If there are several amendments to the incorporating instrument, either simultaneously
or successively, the incorporating instrument shall be brought up to date and in such a form
it shall be filed with the trade register office.
(8) In the updated form according to the preceding paragraph the name or registered
name and other identification data of the founders and first members of the company's
bodies may be omitted.
(9) The omission is allowed only if at least five years since incorporation of the company
have passed and only if the incorporating instrument does not provide otherwise.
ART. 205
Changing of the company's legal status, extension of its duration or other amendments to
its incorporating instrument shall not entail the creation of a fresh legal person.
ART. 206
(1) The private creditors of the members in a general partnership, in a limited partnership,
or a limited liability company may oppose, according to the conditions set up by Art. 62, the
decision of the meeting of members as to extend the duration of the company over the
initially established period if they have rights set out by an enforceable deed prior to the
decision.
(2) When the opposition was admitted, the members must decide within one month from
the date when the decision became irrevocable, whether they agree to renounce the
extension or expel the member that is in debt to the opponent from the company.
(3) In this last case, the rights due to the debtor member will be calculated on the basis of
the latest approved balance sheet.

CAP. II
Decreasing or increasing the share capital
ART. 207
(1) The share capital may be decreased by:
a) reducing the number of shares;
b) reducing the face value of the shares;
c) redemption of own shares, followed by their annulment.
(2) The share capital may also be decreased, where such decrease is not founded on losses,
by:
a) total or partial exemption of the members from their obligation to make the deposits
due;
b) returning to the shareholders of a quota-share of their contributions, in proportion to
the decrease of the share capital equally calculated for each share;
c) other methods, as prescribed by the law.
ART. 208
(1) The decrease of the share capital may be performed only after a 2-month period from
the publication of the decision in the Official Gazette of Romania, Part IV.
(2) The decision must observe the minimum share capital, if laid down by the law, to
present the reasons for the decrease and the method used for its accomplishment.
(3) Any creditor of the company whose claim is established by a deed prior to the
publication of the decision shall be entitled to oppose according to Art. 62.
(4) The simple-contract creditors whose claims are established by deeds prior to the
publishing of the decision may obtain, through opposition, the advanced enforceability of
their claims at the date of the expiry of the 2-month term provided under par. (1), except for
the case where the company provided security interests in real or personal property accepted
by creditors.
ART. 209
If the company has issued bonds, the decrease of the share capital by repaying the
shareholders out of the sums paid on account of the shares may only be made proportionally
to the value of the repaid bonds.
ART. 210
(1) The share capital may be increased by the issue of new shares or by the increase of the
face value of the existing shares in exchange for new contributions in cash and/or in kind.
(2) Moreover, the new shares are released by incorporating the reserves, except for the
legal reserves, as well as the benefits or issuance premiums, or by offsetting certain liquid
and enforceable claims on the company against its own shares.
(3) The favourable differences from the re-evaluation of the assets shall be included in the
reserves without increasing the share capital.
(4) The increase of the share capital by increasing the face value of the shares may only be
decided by the vote of all shareholders, except for the case where it is done by including the
reverses, the benefits, and the issuance premiums.
ART. 211
The decision of the extraordinary general meeting to increase the share capital will be
published in the Official Gazette of Romania, Part IV, allowing for a period of at least one
month, as of the publication date, for the pre-emptive right to be exercised.
ART. 212
(1) The joint-stock company will be able to increase the share capital, by observing the
provisions stipulated for the formation of the company.
(2) In case of public subscription, the prospectus bearing the authentic signatures of two
administrators must be filed with the trade register in order to fulfil the formalities
stipulated by Art. 18 and will contain:
a) date and registration number of the company with the trade register;
b) name and registered office of the company;
c) subscribed and paid-up share capital;
d) full name of the administrators and internal auditors and their domicile;
e) latest approved financial statement, the report of the internal auditors or the report of
the financial auditors;
f) dividends paid in the last five years or since formation if less than five years have passed
since this date;
g) bonds issued by the company;
h) the decision of the general meeting regarding new issue of shares, their total value,
number, and face value, their type, information relating to contributions other than cash,
and advantages granted to these, as well as the date from which on dividends are to be paid.
(3) The subscriber will be able to invoke the nullity of the prospectus that does not contain
all the particulars shown if he did not exercise in any way his rights and duties as a
shareholder.
ART. 213
The increase of the share capital of a company by way of a public offering of transferable
securities, defined as such by the Expeditious Government Ordinance No. 28/2002*), is
subject to that normative act.
_____________
*) See the explanatory note under art. 35.

ART. 214
In case of increase of the share capital by way of a public offering the administrators are
jointly liable for the accuracy of the date contained in the prospectus, in the publications
issued by the company or in the applications forwarded to the trade register office with a
view to increase the share capital.
ART. 215
(1) If the increase of the share capital is made by contributions in kind, the extraordinary
general meeting, which decided this, shall appoint one or several experts to assess these
contributions.
(2) Contributions in debt instruments shall not be admitted.
(3) After the filing of the expert report, the reconvened extraordinary general meeting may,
by taking into consideration the experts' conclusions, decide to increase the share capital.
(4) The decision of the general meeting must contain the description of the contribution in
kind, the name of the persons who make it and the number of shares to be issued for it.
ART. 216
(1) The shares issued to increase the share capital will be offered for subscription, first of
all to the existing shareholders, in proportion to the number of shares they possess; they may
exercise their pre-emption right only within the period established by the general meeting,
unless otherwise stipulated by the incorporating instrument. After the expiration of this term
the shares may be offered to the public for subscription.
(2) The operation of increasing the share capital carried out without granting the pre-
emption right to the existing shareholders, as provided under par. (1), is affected by absolute
nullity.
ART. 217
(1) For well-founded reasons, the general meeting may withdraw the shareholders' right to
subscribe the new shares, either totally or partially.
(2) In this case, the convening shall contain the reasons for the increase of the share
capital, the persons to whom the new shares are going to be assigned to, the number of
shares assigned to each person, shares value at the time of their issuance and the basis on
which this value was calculated.
(3) In order to take this decision the presence of three fourths of the total number of the
holders of the share capital and the vote of a number of shareholders representing at least
half of the share capital is necessary.
ART. 218
The pre-emption right shall cease if the new shares represent contributions in kind.
ART. 219
The decision of the general meeting regarding the increase of share capital is effective only
to the extent to which it is fulfilled within one year from its date.
ART. 220
(1) The shares issued in exchange for contributions in cash shall be paid at the time of their
subscription in proportion of at least 30% out of their face value and in full within no more
than three years as from the date the decision of the general meeting has been published in
the Official Gazette of Romania.
(2) Within the same time limit the shares issued in exchange for contributions in kind
shall also have to be paid.
(3) Where an issuance premium was established, it must be fully paid at the time of
subscription.
(4) The provisions of Art. 98 par. (3) and those of Art. 100 shall be still applicable.
ART. 221
The limited liability company will increase its share capital, by observing the provisions
regarding the formation of such companies.

Title V
Exclusion and withdrawal of members

ART. 222
(1) The following may be excluded from a general partnership, limited partnership, or
limited liability company:
a) the member that upon being noticed that he is late fails to make the contribution he has
undertaken;
b) the member with unlimited liability that becomes bankrupt or legally unqualified;
c) the member with unlimited liability that without any right interferes with the
administration or infringes the provisions of Arts. 80 and 82;
d) the member acting as administrator who commits a fraud that is detrimental to the
company or uses the registered signature or the share capital for his or other's benefit.
(2) The provisions of this Article are also to be applied to the active partners of the limited
partnership by shares.
ART. 223
(1) The exclusion is delivered by judgment upon request of the company or of any member.
(2) If the exclusion is requested by a member, the company and the accused member will
be summoned.
(3) As a consequence of the exclusion, the courts of law shall order, by the same decision,
and with regard to the structure of the participation in the share capital of the other
members.
(4) The past-recall decision will be filed, within 15 days, with the trade register office in
order to be registered, and the enacting terms of the decision will be published upon the
company's request in the Official Gazette of Romania, Part IV.
ART. 224
(1) The excluded member is liable for losses and is entitled to benefits up to the day of his
exclusion, but he will not be in a position to ask for their liquidation until they are allotted
according to the provisions of the incorporating instrument.
(2) The excluded member is not entitled to a proportional share of the assets, but only to a
sum of money representing the value thereof.
ART. 225
(1) The excluded member remains liable to third parties for the operations carried out by
the company up to the day the exclusion decision becomes final.
(2) If, at any time of the exclusion, there are operations pending, the member must bear
the consequences and may not withdraw his share until after these operations are finalized.
ART. 226
(1) The member in a general partnership, limited partnership, or limited liability company
may withdraw from the company:
a) in the cases stipulated by the incorporating instrument;
b) with the agreement of all the other members;
c) in the absence of such provisions in the incorporating instrument or when the
agreement of all the members can not be reached, the member may withdraw for well-
founded reasons, based on a court decision, subject only to appeal, within 15 days from the
notification.
(2) In the situation provided under par. (1) let. c), the courts of law shall also make
provisions, by the same decision, with regard to the structure of the participation in the
share capital of the other members.
(3) The rights of the withdrawn member, earned by his shares, shall be determined with
the agreement of the members or by an expert appointed by them or, in case of
disagreement, by the court of law.

Title VI
Dissolution, merger, and division of the companies

CAP. I
Dissolution of companies

ART. 227
(1) The company enters dissolution by:
a) expiration of the period established for the duration of the company;
b) impossibility to achieve the corporate purpose or the achievement of such purpose;
c) the company's being declared null;
d) decision of the general meeting;
e) the court decision, at the request of any one of the members, for well-founded reasons,
such as serious disagreements between the members which prevent the company from
operating;
f) bankruptcy;
g) other reasons as prescribed by the law or by the incorporating instrument of the
company.
(2) In the case prescribed by let. a) of par. (1) the members must be consulted by the
administrators at least three months before the termination of the duration of the company,
with respect to the possible extension thereof. In the absence of such, at the request of any
one of the members, the court may by interlocutory judgment order the carrying out of the
consultation, according to Art. 119.
ART. 228
(1) The joint-stock company enters dissolution:
a) in the case and under the conditions prescribed by Art. 158;
b) when the share capital is decreased under its legally required minimum level;
c) when the number of shareholders falls below its legal minimum.
(2) The limited partnership by shares and the limited liability company shall also enter
dissolution in case of and under the conditions provided under par. (1) lets. a) and b).
(3) The provisions of pars. (1) and (2) are not to be applicable in cases when, within nine
months from ascertaining the loss or decrease of the share capital, it has been replenished or
decreased to the amount left or to the minimum legal level or when the company is
converted into another form for which the existing share capital is up to requirements.
(4) The provisions of let. c) of par. (1) are not to be applicable in cases when, within nine
months from ascertaining that the number of shareholders fell below its minimum legal
level, such number has been completed.
ART. 229
(1) The general partnership and limited liability companies are dissolved through
bankruptcy, inability, exclusion, withdrawal, or death of one of the members when, owing to
these, the number of the members is one.
(2) There shall be excepted the case where the incorporating instrument contains a
continuation clause for the successors or where the only remaining member decides the
continuance of the company in the form of a limited liability company with a sole member.
(3) The provisions of the preceding paragraphs shall also be applicable to the limited
partnerships or limited partnerships by shares if those clauses concern the sole active or
limited partner.
ART. 230
(1) For the general partnership, if a member dies and there is no contrary provision, the
company must pay the share due to the successors according to the latest approved balance
sheet, within three months from the notification of the member's death, unless the
remaining members choose to continue the company with those heirs who consent thereto.
(2) The provisions of par. (1) are also applied to the limited partnership, in case of death of
one of the active partners, unless his successors choose to stay with the company as active
partners.
(3) The successors remain liable, according to Art. 224, until the publication of the changes
that occurred.
Art. 231
(1) In case the company was dissolved following the decision of the members, the said may
go back on their decision, with the majority required for the modification of the
incorporating instrument, as long no distribution of the company's assets was initiated.
(2) The new decision shall be mentioned in the trade register after which the trade register
office will forward it to the Official Gazette of Romania, in order to be published in Part IV at
the company's expense.
(3) The creditors and any interested party may oppose the decision in court according to
the conditions laid down by Art. 62.
ART. 232
(1) The dissolution of trading companies must be registered with the trade register and
published in the Official Gazette of Romania except for the case stipulated in Art. 227 par. (1)
let. a).
(2) The registration and publication will be made according to Art. 204, when the
dissolution will take place on the basis of a decision of the general meeting, within 15 days
from the date the judgment became final, if the dissolution was ruled by court.
(3) In the case regulated in Art. 227 par. (1) let f), the dissolution shall be decided by the
court entrusted with bankruptcy procedure.
ART. 233
(1) Dissolution of the company has as effect the commencement of the liquidation
proceedings. Dissolution may take place without liquidation in case of merger or of full
division of the company and in other cases stipulated by law.
(2) As from the moment of dissolution, the administrators may not start new operations;
otherwise they are personally and jointly liable for the operations they started.
(3) The restriction imposed by par. (2) shall be applied as from the day the time
established for the company's duration expires or as from the date of its dissolution as
decided by the general meeting or as declared by a court order.
(4) The company maintains its legal personality during the liquidation operations until the
liquidation is finished.
ART. 234
The dissolution of the company, before expiration of the period established for its
duration, becomes effective against third parties only after a 30-day period has passed from
the publication in the Official Gazette of Romania, Part IV.
ART. 235
For the general partnerships, limited partnerships, and limited liability companies the
members may also decide, along with the dissolution, with the quorum and the majority
required for the amendment of the incorporating instrument, the manner in which the
liquidation is to be carried out, if they fully agree to the distribution and liquidation of the
company's assets and when the liquidation ensures the extinguishment of liabilities or
adjustment thereof in agreement with the creditors.
ART. 236
(1) Dissolution of a limited liability company with an only member entails the universal
transfer of the company's assets to the sole member, without liquidation.
(2) The transfer of the assets takes place and the company ceases to exist at the following
dates:
a) if at the expiry of the time limit for the filing of oppositions there is no opposition;
b) if an opposition was filed, on the date the court decision which rejects the opposition
has become irrevocable or, as the case may be, the decision by which a note is taken that the
company or the only member has paid its debts or offered securities accepted by the
creditors or come up with an arrangement with them for the payment of its debts.
ART. 237
(1) At the request of any interested persons, as well as of the National Office of the Trade
Register, the court may adjudicate the dissolution of the company in the cases in which:
a) the company has no statutory bodies or these bodies can no longer be convened;
b) the company did not submit for six months from the expiry of the legal terms, its annual
accounts or other documents which, according to the law, are to be submitted to the trade
register office;
c) the company ceased its activity, or it has no known registered office, or does not fulfil
the conditions referring to the registered office or the members have disappeared or their
domicile or residence is not known.
d) the company did not replenish its share capital, under the conditions of the law.
(2) The provisions under par. (1) let. c) are not to be applied if the company was
temporarily inactive, fact notified to the fiscal bodies and recorded in the trade register. The
duration of inactivity may not exceed three years.
(3) The court decision whereby the dissolution is adjudicated shall be recorded in the trade
register, shall be communicated to the county's or municipality of Bucharest's public-finance
general directorate, as appropriate, and shall be published in the Official Gazette of
Romania, Part IV, at the expense of the dissolution applicant, with the latter being able to
have recourse on the company.
(4) In the case of several dissolution orders, for the situations provided under par. (1), the
publicity may be made in the Official Gazette of Romania, Part IV, in the form of a table
containing: the unique registration code, name, legal status, and registered office of the
dissolved company, court that ordered the dissolution, number of the file, and number and
the date of the dissolution decision. In these cases the tariffs in respect of publication in the
Official Gazette of Romania, Part IV, shall be reduced by 50%.
(5) Any interested person may appeal against the dissolution order, within 30 days from
the publicity, under the conditions of pars. (3) and (4). The provisions under Art. 60 pars. (3)
and (4) shall be applied as appropriate.
(6) When the dissolution order becomes final, the company shall be struck off the trade
register ex officio.

CAP. II
Merger and division of companies

ART. 238
(1) The merger is the absorption of a company by another or by the amalgamation of two
or several companies in order to form a new company.
(2) The division is the distribution of all assets of a company that ceases to exist between
two or several companies that are already formed or are to be formed as a result of such
division.
(3) The company does not cease to exist where a part of its assets spins off and is
transferred to one or several companies that are already formed or are to be formed this way.
(4) Merger or division may also take place between companies of different forms.
(5) The companies undergoing liquidation may be merged or divided only if the
distribution of shares in case of liquidation between the members has not started.
ART. 239
(1) The merger or division is decided by each company, under the conditions stipulated for
the amending of the company's incorporating instrument.
(2) When the shares are of several categories, the decision upon the merger/division, in
virtue of Art. 113 let. h), depends on the result of the vote on categories, given under the
conditions of Art. 115.
(3) If, following merger or division, a new company is formed, it shall be set up under the
conditions prescribed by this Law for the intended form of company.
ART. 240
The merger or the division has, as an effect, the dissolution without liquidation of the
company which ceases to exist and the universal transfer of its assets towards the beneficiary
company or companies, in the condition at the time of the merger or of the division, in
exchange for assigning shares thereof to the members of the company that ceases to exist or,
possibly, for a sum of money, which may not exceed 10% of the face value of the assigned
shares.
ART. 241
Based on the decision of the general meeting of the shareholders of each of the companies
which take part in the merger or in the division, their administrators shall draw up a merger
or division plan, which shall contain:
a) the form, name, and registered office of each of the companies involved in the
operation;
b) the substantiation and the conditions of the merger or of the division;
c) the establishing and appraisement of the assets and liabilities, which are to be
transferred to the beneficiary companies;
d) the means of handing over shares and the date from which on they entitle the owner to
collect dividends;
e) the share-exchange ratio and, as the case may be, the amount of the balance due; the
shares issued by the absorbed company, the holder of which is, directly or indirectly, the
absorbing company or the absorbed company itself, may not be exchanged for the shares
issued by the absorbing company;
f) the quantum of the merger or of the division premium;
g) the rights granted to the obligees and any other special advantages;
h) the date of the merger/division financial statement, date which shall be the same for all
companies involved;
i) any other data that may be of interest to the operation.
ART. 242
(1) The merger or division plan, signed by the representatives of the companies involved,
shall be filed with the trade register office where each company is registered, along with a
statement of the company which ceases to exist following the merger or the division, with
regard to the means for extinguishing its liabilities.
(2) The merger or division plan, authorized by the delegated officer, shall be published in
the Official Gazette of Romania, Part IV, at the expense of the parties, in full or in excerpt,
according to the orders of the delegated officer or to the parties' request, at least 30 days
before the dates of the sessions in which the extraordinary general meetings are to decide, in
compliance with Art. 113 let. h), upon the merger/division.
ART. 243
(1) Any creditor of a company undergoing merger or division, which has a claim dating
before the publication of the merger or division plan, may oppose according to Art. 62.
(2) The opposition shall stay the merger or division until when the court order becomes
irrevocable, except for the case where the debtor company produces evidence of payment of
its debts or provides collateral security accepted by the creditors or comes to an agreement
with them for the payment of debts.
(3) The provisions of Art. 62 shall remain applicable.
Art. 244 - (1) The administrators of the companies undergoing merger or division shall
provide to the shareholders/members at the registered office, at least a month before the
date of the general extraordinary meeting the following:
a) the merger or division plan;
b) the report of the administrators, whereby the necessity of the merger/division shall be
warranted from an economic and legal point of view and the share exchange ratio shall be
established;
c) the financial statements along with the administration reports for the last three financial
years, three months before the date of the merger/division plan;
d) the internal auditors' report and, as the case may be, the financial auditors' report;
e) the report of one or several experts, natural or legal persons, appointed with the
observance of Arts. 38 and 39, by the delegated officer, on the soundness of the share
exchange ratio, in the case of the joint-stock companies, partnerships limited by shares, or
limited liability companies; for drawing up the report, each of the experts has the right to
obtain from the companies undergoing merger/division all necessary documents and
information and to carry out the adequate verifications. The report shall contain:
- the methods used to determine the proposed share exchange ratio;
- the assessment of the adequacy of those methods, indication of the values determined by
each method, as well as the opinion on the importance of these methods among those for
obtaining those values;
- the possible difficulties encountered during the assessment operation;
f) the records of the contracts of values exceeding ROL 100,000,000 being executed and
their distribution, in case of division of the companies.
(2) The shareholders/members may obtain for free copies of the documents enumerated
under par. (1) or excerpts thereof.
ART. 245
In the case of the merger by absorption, the administrators of the absorbed company, as
well as the experts that elaborated the report provided under Art. 244 par. (1) let. e), shall be
subject to civil liability to the shareholders/members of the company absorbed for the
damages caused to them because of the errors committed during the merger operation.
ART. 246
(1) In maximum two months from the expiry of the time limit stipulated by Art. 243 or, as
the case may be, from the date the court order became irrevocable, the general meeting of
each company involved shall decide as to the merger or the division.
(2) The incorporating instruments of the new companies formed by merger or division
shall be approved by the general meeting of the company or of the companies that cease to
exist.
ART. 247
By way of derogation from the provisions of Art. 115, when the merger or division has as
effect the increase of the obligations of the members of one of the involved companies, the
decision shall be taken unanimously. Art. 248 - (1) The act amending the incorporating
instrument of the absorbing company shall be registered with the trade register where the
company has its registered office,
and, confirmed by the delegated officer, it is forwarded, ex officio, to the Official Gazette of
Romania, to be published at the company's expense.
(2) The publicity regarding the companies absorbed may be carried out by the absorbing
company, where such companies have not carried it out, within 15 days from the
authorization of the act amending the incorporating instrument of an absorbing company by
the appointed officer.
ART. 249
The merger or division takes place on the following dates:
a) where one or several new companies are formed, on the date of the registration with the
trade register of the new company or of the last of them;
b) in the other cases, on the date of recording in the trade register of the mention
regarding the increase of the absorbing company's share capital.
ART. 250
In case of merger by absorption, the absorbing company acquires the rights and
obligations of the absorbed company, and, in case of the merger by amalgamation, the rights
and the obligations of the companies which cease to exist are transferred to the newly set up
company.
ART. 251
(1) The companies acquiring assets following a division process are liable to the creditors
for the obligations of the company that by division ceased to exist in proportion to the value
of the assets acquired, except for the case where the division document established different
proportions.
(2) Where it is not possible to identify the company liable for a certain obligation, then the
companies that acquired goods as a result of division shall be jointly liable.
(3) The contribution of a party out of the assets of a company in one or several existing
companies or which are so formed, in exchange for the shares assigned to the members of
that company to the beneficiary companies, is accordingly subject to the legal provisions
regarding the division, if it is done by spinning off as per Art. 238 par. (3).

Title VII
Liquidation of companies

CAP. I
General provisions

ART. 252
(1) Even if the incorporating instrument stipulates provisions in this respect, the following
rules shall be observed in liquidating and distributing the assets:
a) until the liquidators take over their duties, the administrators shall continue their
mandate, except for the provisions of Art. 233;
b) the document appointing the liquidators or the order in lieu thereof and any subsequent
act, which might cause changes in their legal status, must be filed by liquidators with the
trade register office to be forthwith registered and published in the Official Gazette of
Romania, Part IV.
(2) Only after fulfilling the formalities of par. (1), the liquidators will file their signature
with the trade register and will take over their duties.
(3) Following the publication stipulated by par. (2), no action may be brought for or
against the company, except on behalf of the liquidators or against them.
(4) In addition to the provisions of this Title, the rules established by the incorporating
instrument or by the law shall be applied to the companies undergoing liquidation to the
extent to which they are not incompatible with the liquidation.
(5) All the documents that emanate from the company must advise that it is undergoing
liquidation.
ART. 253
(1) The liquidators may be natural or legal persons. The liquidators that are natural
persons or the permanent representatives - natural persons belonging to the liquidating
company - should be authorized liquidators, as provided by law.
(2) The liquidators have the same responsibility as the administrators.
(3) Immediately after having taken over their duties, the liquidators are required, along
with the company's administrators, to proceed to stock-taking and prepare a balance sheet
that shall establish the exact situation of the company's assets and liabilities, and put their
signature on such documents.
(4) The liquidators are required to receive and preserve the company's assets, registers
entrusted to them by the administrators, and documents of the company. Moreover, they will
maintain a register with all the liquidation operations by their chronological order.
(5) The liquidators shall carry out their mandate under the supervision of the internal
auditors.
ART. 254
For the trading companies whose activity was performed on the basis of the environment
authorization stipulated by Law on the protection of environment no. 137/1995, republished,
as further amended and supplemented, the liquidators are required to take steps for drawing
up an environment survey, as stipulated by the said law, and to forward the results of this
survey to the territorial environment-protection agency.
ART. 255
(1) In addition to the powers granted by members, with the same majority required for
their appointment, the liquidators will be able:
a) to sue and be sued as to the liquidation;
b) to carry out and to conclude the trading operations related to liquidation;
c) to sell, by public auction, the immovable property and any movable property of the
company; the assets may not be sold by the lump;
d) to carry out transactions;
e) to liquidate and collect claims of the company, even in the event of the debtor's
bankruptcy, issuing a receipt;
f) to accept bills of exchange, to take out loans other than mortgaged loans and to perform
any other necessary acts.
(2) However, in the absence of special provisions in the incorporating instrument or in
their appointing document, they may not take out mortgages on the company's assets, unless
they are authorized by the court with the authorization of the internal auditors.
(3) The liquidators who undertake new trading operations which are not necessary as to
the liquidation, are personally and jointly liable for their accomplishment.
ART. 256
(1) The liquidators may not pay any sum of money to members in respect of the shares
they are entitled to by liquidation before the payment of all company's creditors.
(2) However, the members may require that the amounts withheld be deposited with the
Savings and Consignment Office - C.E.C. - S.A. or with a bank or one of their branches and
allocation be performed in respect of the shares, even during liquidation, if, apart from what
is necessary to cover all the company's obligations which are due or to fall due, there at least
10% of their amount left.
(3) The company's creditors are entitled to oppose the decisions of the liquidators as per
Art. 62.
ART. 257
The liquidators who prove through the annual accounts that the funds held by the
company are not sufficient to cover the claims due must resort to the members with
unlimited liability or those that have not made full payments for the necessary amounts of
money if they are bound under the legal status of the company to obtain them or if they are
in debt to the company in respect of non-made payments they were required to make as
members.
ART. 258
The liquidators who paid for the debts of the company with their own funds may not claim
rights that are greater than those that pertained to the paid-up creditors.
ART. 259
The company's creditors are entitled to exercise against the liquidators the actions
accruing on exigible claims to the tune of the assets owned by the company and only then
they are allowed to have recourse on the members for the payment of the sums payable out
of the value of subscribed shares or of the contributions to the company's share capital.
ART. 260
(1) The company's liquidation must be completed within maximum three years from the
date of dissolution. For well-founded reasons, the court may extend the said time limit by
maximum two years.
(2) Within 15 days after finishing the liquidation, the liquidators shall require that the
company be struck off the trade register, subject to a fine of ROL 2,000,000 for each day of
delay, which shall be applied by the delegated officer, following the notification of any
concerned party, by interlocutory judgment. The interlocutory judgment of the delegated
officer is enforceable and subject to appeal.
(3) The company may be struck off ex officio too.
(4) Liquidation does not discharge the members and does not prevent the commencement
of the bankruptcy proceedings against the company.
Art. 261 - (1) After the approval of the accounts and completion of allocation, the registers
and documents of the general partnership, limited partnership, or limited liability company,
which do not serve to any of the members, will be filed with the member appointed by the
majority.
(2) For the joint-stock companies and limited partnerships by shares, the registers referred
to in Art. 177 par. 1 lets. a) to f) shall be filed with the trade register where the company was
registered, where any interested party examine them with the authorization of the delegated
officer, and the rest of the documents of the company shall be deposited with the National
Archives.
(3) The registers of all companies shall be kept for five years.

CAP. II
Liquidation of general partnerships, limited partnerships, or limited liability companies

ART. 262
(1) The liquidators in the general partnerships, limited partnerships, or limited liability
companies shall be appointed by all members, unless otherwise stipulated by the
memorandum of association.
(2) If the unanimity of votes cannot be met, the court shall appoint the liquidators at the
request of any member or administrator, by hearing all members and administrators.
(3) The members or administrators may appeal against the court ruling within 15 days
from the judgement.
ART. 263
(1) After having completed the liquidation of the general partnership, limited partnership,
or limited liability company, the liquidators must prepare the financial statement and
propose the distribution of assets between the members.
(2) The unsatisfied member may oppose under Art. 62 within 15 days from the notification
of the liquidation financial statement and distribution draft.
(3) In order to determine the opposition, the issues in respect of the liquidation shall be
separated from those regarding the distribution the liquidators may choose not to get
involved in.
(4) After the expiry of the time limit in par. (2) or after the court decision relating to the
opposition became final, the liquidation financial statement and the distribution financial
statement shall be deemed as approved and the liquidators shall be discharged of their
responsibilities.

CAP. III
Liquidation of joint-stock companies and limited partnerships by shares

ART. 264
(1) The general meeting that is to decide on the liquidation shall appoint the liquidators in
the joint-stock companies and limited partnerships by shares, unless otherwise stipulated by
the incorporating instrument.
(2) The general meeting shall make decisions with the same majority stipulated for the
alteration of the incorporating instrument.
(3) If the majority was not achieved, the appointment shall be made by the court at the
request of any of the administrators or members, the company and those who requested the
appointment being summoned. This ruling may be appealed within 15 days from
pronouncement.
ART. 265
(1) The administrators shall submit to the liquidators a report on administration in respect
of the time that passed since the last approved financial statement until the inception of
liquidation.
(2) The liquidators shall have the right to approve the report and to appeal or support
possible contestations with respect to such report.
ART. 266
(1) Where one or several administrators are appointed as liquidators, the report on the
administrators' administration shall be filed with the trade register office and shall be
published in the Official Gazette of Romania, Part IV, along with the final liquidation balance
sheet.
(2) Where the period of administration exceeds one financial year, the report must be
attached to the first financial statement the liquidators are to present to the general meeting.
(3) Any shareholder may oppose under Art. 62 within 15 days from publication.
(4) Any opposition shall be connected in order to be settled by a sole court order.
(5) Any shareholder is entitled to intervene in court, and the decision of the court shall also
be binding on the non-intervening shareholders.
ART. 267
If the liquidation lasts longer than a financial year, the liquidators are required to prepare
the annual financial statements, observing the provisions of the law, and of the incorporating
instrument.
ART. 268
(1) After the completion of liquidation, the liquidators shall prepare the final financial
statement indicating the quota of the company's assets allotted to each share through
distribution, accompanied by the internal auditors' report or, as the case may be, the
financial auditors' report.
(2) The financial statement, signed by the liquidators will be filed with the trade register
office to be recorded and it will be published in the Official Gazette of Romania, Part IV.
(3) Any shareholder may enter opposition under Art. 62.
Art. 269 - (1) If the period stipulated by Art. 266 par. (3) has elapsed without any
opposition, the financial statement shall be considered approved by all the shareholders, and
the liquidators shall be released of their duties subject to the distribution of the company's
assets.
(2) Independently of the expiration of the term, the receipt for the latest distribution shall
stand for the approval of the account and of the distribution to each shareholder.
Art. 270 - (1) The sums of money due to the shareholders, which are not collected within
two months from the publication of the financial statement, shall be deposited with a bank or
with one of its units, indicating the shareholder's full name if the shares are registered or the
sequential numbers of the shares if they are bearer shares.
(2) The payment shall be made to the indicated person or to the bearer and the shares
shall be retained.

Title VIII
Offences

ART. 271
There shall be punished by imprisonment for a term of 1 to 5 years the founder, the
administrator, the director, the executive director, or the legal representative of the
company, who:
1. presents, in bad faith, in the prospectuses, reports, and statements submitted to the
public, untrue facts regarding the formation of the company or its financial situation or
hides, in bad faith, totally or partially, such data;
2. presents, in bad faith, to the shareholders/members an inaccurate financial statement
or that contains inaccurate data with regard to the financial situation of the company in
order to hide its real situation;
3. refuses to provide to the experts, in the cases and under the conditions stipulated by
Arts. 26 and 38, the necessary documents or prevents them, in bad faith, from carrying out
their duties.
ART. 272
There shall be punished by imprisonment for a term of 1 to 3 years the founder, the
administrator, the director, the executive director, or the legal representative of the
company, who:
1. acquires, for the account of the company, shares in other companies for a price which he
is aware that is clearly higher than their actual value, or sells, for the account of the company,
shares held by the company at prices which he is aware that are clearly below their actual
value, in order to make a profit for him or others to the prejudice of the company;
2. uses, in bad faith, the company's assets or credit for a purpose contrary to its interests or
for his own benefit or to the advantage of another company in which he is directly or
indirectly interested;
3. borrows, in any form, directly or by an intermediary, from the company he administers
or from a company controlled by that company, or from a company which controls the
company he administers, or makes arrangements so that one of such companies grant him
any kind of guarantee for his own debts;
4. spreads false news or uses other fraudulent means that have as effect the increase or
decrease of the value of the company's shares or bonds or of other securities held by the
company in order to obtain, for him or for others, a profit to the prejudice of the company;
5. collects or pays dividends, in any form, out of fictitious profits or which were not to be
distributed, in the absence of a financial statement or contrary to the results of such financial
statement;
6. infringes the provisions of Art. 183.
ART. 273
There shall be punished by imprisonment for a term of 6 months to 5 years the
administrator, the director, the executive director, or the legal representative of the
company, who:
1. issues shares of a lower value than their legal value or at a price that is lower than their
face value, or issues new shares in exchange for contributions in cash in advance of full
payment of the previously issued shares;
2. uses at the general meetings the shares which are not subscribed or distributed to the
shareholders;
3. grants loans or advances secured by the company's shares;
4. hands over the shares to the holder in advance, or hands over shares paid in full or in
part, except for the cases stipulated by the law, or issues bearer shares without being fully
paid for;
5. fails to observe the legal provisions regarding the annulment of the unpaid shares;
6. issues bonds without observing the legal provisions or issues shares which do not
contain all mentions required by law.
ART. 274
There shall be punished by imprisonment for a term of one month to one year or by a fine
the administrator, the director, the executive director, or the legal representative of the
company, who:
1. applies the decisions of the general meeting with regard to the changing of the
company's legal status, merger or division of the company, or the decrease of share capital
prior to expiration of the time limits stipulated by law;
2. applies the decisions of the general meeting with regard to the decrease of the share
capital without having proceeded to enforcement against members as to make payments due
or without a decision of the general meeting which exempts them from subsequent
payments.
ART. 275
(1) There shall be punished by imprisonment for a term of one month to one year or by a
fine the administrator who:
1. infringes, even by interposed persons or be simulated acts, the provisions of Art. 149;
2. fails to convene the general meeting in the cases stipulated by law or infringes the
provisions of Art. 193 par. (2).
3. starts operations on behalf of a limited liability company before the share capital was
paid in full;
4. issues negotiable instruments representing shares in a limited liability company;
5. acquires shares of the company for the account thereof in the cases forbidden by the law.
(2) The punishment provided for in par. (1) shall also apply to the member who infringes
the provisions of Art. 127 or Art. 193 par. (2).
ART. 276
There shall be punished by imprisonment for a term of one month to one year or by a fine
the internal auditor who fails to convene the general meeting as required by the law.
ART. 277
(1) There shall be punished by imprisonment for a term of three months to three years the
person who accepted or preserved the function of internal auditor despite the provisions of
Art. 161 par. (2) or the person who accepted the function of expert by infringing the
provisions of Art. 39.
(2) The decisions made by the general meetings based on a report of an internal auditor or
expert appointed with the infringement of the provisions of Art. 161, par. (2) and Art. 39 may
not be annulled because of the infringement of the provisions of the said articles.
(3) The punishment provided by par. (1) shall also apply to the founder, administrator,
director, executive director, and the internal auditor exercising their powers and duties by
infringing the provisions of this Law regarding the incompatibility.
ART. 278
(1) The provisions of Arts. 271 to 277 shall also be applied to the liquidator, to the extent to
which they refer to obligations pertaining to his specific duties.
(2) The punishment stipulated by Art. 275 shall also be applied to the liquidator who
makes payments to members by infringing the provisions of Art. 256.
ART. 279
(1) There shall be punished by imprisonment for a term of six months to three years or by
a fine the shareholder or bondholder who:
1. transfers his shares or bonds to other persons in order to obtain a majority in the
general meeting, to the prejudice of other shareholders or bondholders;
2. votes, in the general meetings, in the situation stipulated in point 1, acting as holder of
shares or bonds without actually owning them;
3. undertakes to vote, in exchange for material advantages, in the cases forbidden by the
law, in a certain manner in the general meetings, or to skip the voting.
(2) The person who causes a shareholder or a bondholder so that, in exchange for a sum of
money or of another material advantage, to vote in a certain manner in the general meetings
or not to attend the voting shall be punished by imprisonment for a term of six months to
three years or by a fine.
ART. 280
There shall be punished by imprisonment for a term of five years, in addition to the
liability for the damages caused by his operations to the Romanian state and to the third
parties, that who carries on trade activity in the favour and on behalf of certain companies
formed in a foreign country, where the terms of the law are not met for the operation in
Romania of such companies.
ART. 281
If, according to the Criminal Code or to other special laws, the acts stipulated by this Title
represent more serious offences, such acts shall be punished under the terms and by the
punishments provided therein.
ART. 282
There shall be punished by imprisonment for a term of 3 to 12 years the persons guilty of
fraudulent bankruptcy consisting of one of the following acts:
a) forgery, abstraction, or destruction of the company's records or hiding part of its assets,
representation of nonexistent debts or recording in the company's registers, any other act, or
financial statements of amounts that are not owed, each of these acts being carried out in
order to apparently decrease the value of the assets;
b) alienation, in case of bankruptcy of a company and to the prejudice of the creditors, of
an important part of the assets.

Title IX
Final and transitional provisions

ART. 283
(1) The trading companies set up under the Law no. 15/1990 on the reorganization of
State-owned companies as public companies and trading companies, as subsequently
amended, which have been privatised or are to be privatised, may operate only on the basis
of the articles of association.
(2) In amending the articles of association, under the terms of the law, the members may
name it as incorporating instrument, without a new company being formed so.
(3) In the existing companies, the members may alter the incorporating instrument,
mentioning the documents to which they are going to have access under Art. 8 let. i).
(4) The trading companies the capital of which is fully or mainly owned by the State may
operate with any number of members.
ART. 284
The employment of staff in the trading companies is to be made on the basis of an
individual labour contract, with the observance of the labour legislation and social security.
ART. 285
If the sole member in a limited liability company is also the administrator, he may also
benefit from pension as with the state social security to the extent to which he made his
contribution to the social security and the contribution for the additional pension.
ART. 286
The formation of companies with foreign participation, by association with Romanian
legal or natural persons, or with full foreign capital shall be conducted with the observance of
the provisions of this Law and of the law concerning the treatment of foreign investments.*)
_____________
*) According to Art. III of the Government Expeditious Ordinance no. 32/1997, approved
with amendments by the Law no. 195/1997, the companies governed by special laws shall
also fall under the scope of those laws.

ART. 287
The activities that may not be the object of a company shall be laid down by Government
Decision.
ART. 288
For the authentication of the incorporating instrument, the stamp duties and legal notarial
fees shall be paid up.
ART. 289
For the purposes of this Law, the municipality of Bucharest shall be assimilated to the
county.
ART. 290
(1) Small businesses and for-profit associations, which are legal persons set up according
to the Decree-law no. 54/1990 on the organization and the pursuit of economic activities on
the basis of free initiative, and reorganized until 17 September 1991 in one of the forms
stipulated by Art. 2 of this Law may continue their activity.
(2) They are successors by right of the small businesses or for-profit associations out of
which they originate.
ART. 291
The provisions of this Law shall be completed with the provisions of the Commercial Code.
ART. 292
The companies with foreign participation set up until 17 December 1990 may continue
their activity in accordance with their incorporating instrument, approved according to the
law.
ART. 293
The government may annually change by decision the minimal value of the share capital
established under Art. 10 par. (1), taking into account the inflation, so that, until 31
December 2005, for the joint-stock companies and partnerships limited by shares, the share
capital shall not be less than the equivalent in ROL of EUR 25,000. The Government
Decision shall also state the time limit for the completion of the share capital.
ART. 294
As of the date of coming into force of this Law, there shall be repealed: the provisions of
Arts. 77 to 220 of the Commercial Code*), the provisions regarding the small businesses and
the for-profit associations that have legal personality of the Decree-law no. 54/1990 on the
organization and pursuit of economic activities on the basis of free initiative, the Decree no.
424/1972 on the formation and operation of joint-ventures in Romania, except for Art. 15,
Art. 28 par. (1), Art. 33 and Art. 35 pars (2) and (3), and the Decree-law no. 96/1990
concerning the measures for attracting foreign investment in Romania.
_____________
**) According to Art. IX of the Government Expeditious Ordinance no. 32/1997, approved
with amendments by the Law no. 195/1997, on the date of the entry into force of this
Ordinance (28 July 1997), there shall be repealed: Arts. 237 to 250 and Arts. 264 to 269 of
the Commercial Code.

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