Law No. 31 of 16 November 1990 (republished)regarding companies
EMITENT
PARLAMENTUL
Published in the MONITORUL OFICIAL No. 1066 of 17 November 2004
(As amended by art. 18 para. 1 Title IV of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012, the title of the law was amended.)
Note
**) Republished in accordance with Article XII of Title II of Book II of Law No. 161/2003 on certain measures to ensure transparency in the exercise of public dignities, public offices and in the business environment, the prevention and punishment of corruption, published in the Romanian Official Journal, Part I, No. 279 of 21 April 2003, with subsequent amendments, giving the texts a new numbering.

The Law no. 31/1990 has been republished in the Official Gazette of Romania, Part I, no. 33 of January 29, 1998, and subsequently amended and supplemented by: – Government Emergency Ordinance no. 16/1998 for the extension of the deadline provided in art. VI para. 1 of Government Emergency Ordinance no. 32/1997 for the amendment and completion of Law no. 31/1990 regarding commercial companies, published in the Official Gazette of Romania, Part I, no. 359 of September 22, 1998, approved by Law no. 237/1998, published in the Official Gazette of Romania, Part I, no. 477 of December 11, 1998; – Law no. 99/1999 regarding certain measures for accelerating economic reform, published in the Official Gazette of Romania, Part I, no. 236 of May 27, 1999, with subsequent amendments; – Government Emergency Ordinance no. 75/1999 regarding financial audit activity, republished in the Official Gazette of Romania, Part I, no. 598 of August 22, 2003, with subsequent amendments; – Law no. 127/2000 for the amendment and completion of art. 156 of Law no. 31/1990 regarding commercial companies, published in the Official Gazette of Romania, Part I, no. 345 of July 25, 2000; – Government Emergency Ordinance no. 76/2001 regarding the simplification of certain administrative formalities for the registration and authorization of traders, republished in the Official Gazette of Romania, Part I, no. 413 of June 14, 2002, with subsequent amendments and completions; – Law no. 314/2001 for regulating the situation of certain commercial companies, published in the Official Gazette of Romania, Part I, no. 338 of June 26, 2001, with subsequent amendments and completions; – Government Emergency Ordinance no. 102/2002 regarding certain measures for stimulating the demand for the free use and investments in properties subject to Government Emergency Ordinance no. 168/2001 regarding the valorization of decommissioned zootechnical constructions, intended for the breeding, fattening, and exploitation of animals, as well as decommissioned combined feed factories, published in the Official Gazette of Romania, Part I, no. 673 of September 11, 2002, approved with amendments and completions by Law no. 78/2003, published in the Official Gazette of Romania, Part I, no. 194 of March 26, 2003, with subsequent amendments; – Law no. 161/2003 regarding certain measures to ensure transparency in the exercise of public dignities, public functions, and in the business environment, prevention and sanctioning of corruption, with subsequent amendments; – Law no. 297/2004 regarding the capital market, published in the Official Gazette of Romania, Part I, no. 571 of June 29, 2004.
Note
According to Article 135, Section 10 of Chapter IV of Law No. 265 of July 22, 2022, published in the Official Monitor No. 750 of July 26, 2022, in the normative acts in force, the phrase "resolution of the director of the trade register office/designated person" is replaced with the phrase "conclusion of the trade register recorder", and the phrase "judge delegated to the trade register office" is replaced with the phrase "trade register recorder".

Title I General Provisions

Article 1

(1) For the purpose of carrying out profitable activities, natural persons and legal persons may associate and establish companies with legal personality, in compliance with the provisions of this Law.
(2) The companies provided for in para. (1) with headquarters in Romania are Romanian legal entities.
(As amended by Article 18, paragraph 2, Title IV of Law No. 76 of May 24, 2012, published in the Official Monitor No. 365 of May 30, 2012, Article 1 came into force on June 2, 2012.)

Article 2

If the law does not provide otherwise, legal entities are established in one of the following forms:
(As amended by Article 18, Title IV, paragraph (3) of Law No. 76 of May 24, 2012, published in the Official Monitor No. 365 of May 30, 2012, the introductory part of Article 2 was amended on 02-06-2012.)
a) collective company;
b) società in accomandita semplice;
c) joint-stock company;
d) società in accomandita per azioni e
e) limited liability company.

Article 3

(1) Social obligations are guaranteed by the social patrimony.
(2) Partners in a general partnership and limited partners in a limited partnership or a partnership limited by shares are jointly and severally liable for the company's obligations. The creditors of the company shall first seek payment from the company for its obligations and, only if the company does not pay within 15 days from the date of default, may they seek payment from these partners.
(3) The shareholders, the limited partners, as well as the partners in the limited liability company are liable only up to the amount of the subscribed capital.

Article 4

A company with legal personality must have at least 2 partners, unless the law provides otherwise.
(As amended by Article 18, paragraph 4, Title IV of LAW No. 76 of May 24, 2012, published in MONITORUL OFICIAL No. 365 of May 30, 2012)

Title II

The formation of companies
(As amended by art. 18 para. 31 of Title IV of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012, the heading of Title II was modified by replacing the phrase "commercial companies" with the term "companies". )

Chapter I The Company's Articles of Association

Article 5

(1) A general partnership or a simple limited partnership is established by a partnership agreement, while a joint-stock company, a limited partnership with shares, or a limited liability company is established by a partnership agreement and articles of association.
(2) A limited liability company may be established by the will of a single person. In this case, only the articles of association are drawn up.
(3) The partnership agreement and the articles of association may be concluded in the form of a single document, called the articles of incorporation.
(4) When only the articles of association or only the bylaws are concluded, they may also be called the articles of incorporation. In the context of this Act, the term articles of incorporation refers to both the single document and the articles of association and/or the bylaws of the company.
(5) In cases where the company contract and the articles of association are separate documents, the latter shall include the identification data of the partners and clauses regulating the organization, functioning and conduct of the company's activity.
(6) The articles of association shall be signed by all the incorporators or, in the case of public subscription, by the founders. The authentic form of the articles of association is mandatory when:
a) among the goods subscribed as a contribution to the share capital there is an immovable property;
(As amended by Article 10 para. (2) of Section 3, Chapter II of Law No. 71 of June 3, 2011, published in the Official Gazette of Romania, No. 409 of June 10, 2011)
b) set up a partnership or a limited partnership;
c) the joint-stock company is constituted by public subscription.
(7) The articles of association acquire a certain date by being filed with the trade register office.
Note
See ORDER no. 5.307/C of November 21, 2022, for the approval of the template format for the articles of incorporation, the registration application format, the security elements, and the structure of the registration certificate, in both written and electronic form, the model of the self-declaration regarding the fulfillment of operational/activity conditions, the model of the certificate confirming the registration of the self-declaration regarding the fulfillment of operational/activity conditions, and the structure of the unique identifier at the European level - EUID, published in the OFFICIAL MONITOR no. 1131 of November 24, 2022.

Article 6

(1) The signatories of the articles of association, as well as the persons who have a determining role in the incorporation of the company, are considered founders.
(2) Those who, according to the law, are incapable or who have been prohibited by a final court decision from exercising the right to be a founder as a complementary punishment for the conviction of offenses against property by breaching trust, corruption offenses, embezzlement, offenses of false documents, tax evasion, offenses provided by Law No. 129/2019 on the prevention and combat of money laundering and the financing of terrorism, as well as for the amendment and supplementation of certain normative acts, with subsequent modifications and completions, or for the offenses provided by this law, may not be founders.
(As of 26-11-2022, Paragraph (2) of Article 6, Chapter I, Title II was amended by Point 1, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )

Article 6^1

By signing the articles of association, the founders assume responsibility for fulfilling the conditions provided for in Article 6 to establish a company, with a clause to this effect provided in the articles of association.
(As of 26-11-2022, Chapter I of Title II was supplemented by Point 2, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )

Article 7

The articles of association of a partnership, limited partnership or limited liability company shall include:
a) identification data of the partners; in the case of the simple partnership limited by shares, the limited partners shall also be shown;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, art. 7 lit. a) was modified by art. I para. 2)
b) form, name and registered office;
(As amended by Article 7, lit. b) of Article I of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006. )
c) the company's scope of business, specifying the field and main activity;
d) the subscribed capital, indicating the contribution of each partner, in cash or in kind, the value of the contribution in kind and the method of evaluation; in limited liability companies, the number and nominal value of the social parts, as well as the number of social parts attributed to each partner for his contribution, shall be specified;
(As of 26-11-2022, Letter d) of Article 7, Chapter I, Title II was amended by Point 3, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
The method of adopting resolutions of the general assembly of associates, with the vote of all associates, in cases where an absolute majority cannot be established due to the parity of participation in the share capital;
(As of 26-11-2022, Article 7 of Chapter I, Title II was supplemented by Point 4, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
e) associates who represent and manage the company or non-associated managers, their identification data, the term of office, the powers conferred on them and whether they are to exercise them jointly or separately;
(As of 26-11-2022, Letter e) of Article 7, Chapter I, Title II was amended by Point 5, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
1) In the case of limited liability companies, if auditors or financial auditors are appointed, the identification details of the first auditors and the first financial auditor, respectively;
(As amended by Order no. 7 of June 29, 2007, lit. e^1) in art. 7 was amended by art. I para. 2 of EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007. )
f) the share of each partner in the profits and losses;
f^1) where applicable, the identification data of the ultimate beneficial owners and the ways in which control over the company is exercised;
(As of 26-11-2022, Article 7 of Chapter I, Title II was supplemented by Point 6, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
g) secondary seats - branches, agents, representations or other similar units without legal personality -, when they are established at the same time as the company, or the conditions for their subsequent establishment, if such establishment is intended;
h) duration of the company;
i) the dissolution and liquidation module of the company; the methods of ensuring the settlement of the passivity or its regularization in agreement with the creditors, in the case of dissolution without liquidation, when the associates are in agreement regarding the distribution and liquidation of the company's assets.
(As of 26-11-2022, Letter i) of Article 7, Chapter I, Title II was amended by Point 5, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the OFFICIAL MONITOR no. 750 of 26 July 2022 )

Article 8

The articles of association of a joint-stock company or a limited partnership with shares shall include:
a) identification data of the founders; in the joint-stock company with limited liability there shall also be mentioned the limited partners;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, art. 8 lit. a)
b) form, name and registered office;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, art. 8 lit. b)
c) the company's scope of business, specifying the field and main activity;
d) the subscribed and paid-up share capital and, where the company has an authorised capital, the amount thereof;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, art. 8 lit. d)
) nature and value of the property contributed in kind, the number of shares issued for them and the name or, as the case may be, the name of the person who contributed them as contribution;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, art. 8 lit. e)
f) the number and nominal value of the shares;
(As amended by Article 54, Chapter XI, point (1), Article 8, Chapter I, Title II of LAW No. 129 of July 11, 2019, published in the MONITORUL OFICIAL No. 589 of July 18, 2019)
f^1) if there are several classes of shares, the number, the nominal value and the rights attached to each class of shares;
(As amended by Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006, art. I para. 5)
the type of company, namely closed or open, as well as any restrictions regarding the transfer of shares;
(As of 26-11-2022, Letter f^2) of Article 8, Chapter I, Title II was amended by Point 7, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
g) identification data of the first members of the board of directors, respectively of the first members of the supervisory board;
(As amended by Law no. 441 of November 27, 2006, published in the Official Monitor no. 955 of November 28, 2006, art. 8 lit. g)
g^1) the powers conferred on the managers and, where appropriate, the directors, or members of the board of management, and whether they are to be exercised jointly or severally;
(As amended by Law no. 88 of April 8, 2009, published in the Official Monitor no. 246 of April 14, 2009, which supplements Article I of Emergency Ordinance no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, with point 2^1.)
h) identification data of the first censors or of the first financial auditor;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 8, lit. h)
) clauses regarding the management, administration, functioning and control of the company's management by the statutory bodies, the number of members of the board of directors or the method of establishing this number;
(As amended by Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006, article 8, lit. i)
i^1) repealed;
(As amended by Law No. 88 of April 8, 2009, published in the Official Gazette of Romania, No. 246 of April 14, 2009, which supplements Article I of Emergency Ordinance No. 82 of June 28, 2007, published in the Official Gazette of Romania, No. 446 of June 29, 2007, with point 2^2.)
j) duration of the company;
k) module for the distribution of benefits and support of losses;
k^1) as the case may be, data identifying the ultimate beneficial owners and the ways in which control over the company is exercised;
(As of 26-11-2022, Article 8 of Chapter I, Title II was supplemented by Point 8, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
l) secondary seats - branches, agents, representations or other similar units without legal personality -, when they are established at the same time as the company, or the conditions for their subsequent establishment, if such establishment is intended;
m) any special advantage granted, at the time of incorporation of the company or until the company is authorised to commence its activities, to any person who participated in the incorporation of the company or in transactions leading to the granting of the authorisation in question, as well as the identity of the beneficiaries of such advantages;
(As amended by Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006, article 8, paragraph (a) was modified by article I, paragraph 4)
n) the number of shares of the limited partners in the limited partnership with shares;
(As amended by Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006, article 8 lit. n) has been amended by article 1 point 4)
) the total amount or at least the estimated amount of all expenses for incorporation;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 8 lit. o)
) module for dissolving and liquidating the company.

Article 8(1)

The identification data provided for in Article 7 (a), (e), (e1) and (f1), respectively in Article 8 (a), (g), (h) and (k1) include:
a) for individuals: name, surname, personal numeric code and, if applicable, its equivalent, in accordance with the applicable national legislation, place and date of birth, domicile/residence and citizenship, identity card/passport, series, number, issuer, date of issue, validity period;
b) for legal entities: company name, registered office, nationality, registration number in the commercial register and/or unique registration code, unique identifier at European level, in accordance with the applicable national law.
(As of 26-11-2022, Article 8^1 of Chapter I, Title II was amended by Point 9, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )

Article 9

(1) The joint-stock company is constituted by the integral and simultaneous subscription of the social capital by the signatories of the constitutive act or by public subscription.
(2) In the case of a full and simultaneous subscription of the share capital by all the signatories of the articles of association, the paid-up share capital at the time of incorporation may not be less than 30% of the subscribed capital. The difference in the subscribed share capital shall be paid:
a) for the shares issued for cash contribution, within 12 months from the date of company registration;
b) for the actions issued for a contribution in kind, within a maximum of 2 years from the date of registration.

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 9a was modified)

Article 9(1)

(1) A limited partnership and a simple command partnership are required to pay the full amount of the subscribed social capital upon incorporation.
(2) The limited liability company must pay 30% of the subscribed capital no later than 3 months from the date of registration, but before starting operations on behalf of the company, and the difference of the subscribed capital will be paid:
a) for the cash contribution, within 12 months from the date of registration;
b) for contributions in kind, within a maximum period of 2 years from the date of registration.

(As of 26-11-2022, Article 9^1 of Chapter I, Title II was amended by Point 10, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )

Article 10

(1) The share capital of the joint-stock company or the limited partnership with shares may not be less than 90,000 lei. The Government may amend, no more than once every two years, the minimum value of the share capital, taking into account the exchange rate, so that this amount represents the equivalent in lei of the amount of 25,000 euros.
(2) Except in the case of transformation into a company of another form, the share capital of the companies referred to in para. (1) may not be reduced below the legal minimum unless its value is brought to a level at least equal to the legal minimum by adopting a resolution to increase the capital at the same time as the resolution to reduce the capital. In the event of breach of these provisions, any interested person may apply to the court for the dissolution of the company. The company shall not be dissolved if, before the final decision of the court on the dissolution, the share capital is brought to the value of the legal minimum provided for in this Law.
(2) Article 10 para. (2) was amended by Article 18 para. 5, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012. )
(3) The number of shareholders in a joint-stock company may not be less than 2. If the company has fewer than 2 shareholders for a period longer than 9 months, any interested person may apply to the court for the dissolution of the company. The company will not be dissolved if, by the time the judicial decision on dissolution becomes final, the minimum number of shareholders provided for by this law is reconstituted.
(3) Article 10 para. (3) was amended by Article 18 para. 5, Title IV of LAW No. 76 of 24 May 2012, published in MONITORUL OFICIAL No. 365 of 30 May 2012. )

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 10a was modified)

Article 11

(1) The share capital of a limited liability company is divided into equal shares.
(As of 05-11-2020, paragraph (1) of Article 11, Chapter I, Title II was amended by point 1, Article I of LAW no. 223 of 30 October 2020, published in the MONITORUL OFICIAL no. 1018 of 02 November 2020)
(2) The social parts cannot be represented by negotiable titles.

Article 12

In a limited liability company, the number of partners cannot exceed 50.

Article 13

(1) In the case where, in a limited liability company, the social parts are of a single person, this, as the only associate, has the rights and obligations that belong, according to this law, to the general assembly of the associates.
(2) If the sole partner is the manager, he shall also be subject to the obligations provided by law for this position.
(3) In the company established by a single partner, the value of the in-kind contribution will be determined on the basis of a specialized expertise.

Article 14

Abrogat.
(As of 05-07-2020, Article 14 of Chapter I, Title II was repealed by Article 1, Point 1 of LAW No. 102 of 2 July 2020, published in the MONITORUL OFICIAL No. 583 of 02 July 2020)

Article 15

The contracts between the limited liability company and the natural person or legal person, the sole associate of the former, shall be concluded in writing, under the penalty of absolute nullity.

Article 16

(1) Cash contributions are mandatory when establishing any form of company.
(2) Contributions in kind must be economically assessable. They are admitted in all forms of company and are paid by transferring the corresponding rights and by the effective delivery to the company of the goods in usable condition.
(2) Article 16 para. (2) was amended by Article I para. 13 of Law No. 441 of 27 November 2006, published in the Official Gazette No. 955 of 28 November 2006.
(3) Contributions in receivables have the same legal regime as contributions in kind and are not allowed for joint-stock companies that are incorporated by public subscription, nor for limited partnership companies and limited liability companies. Contributions in receivables are released according to art. 84.
(3) Para. (3) of Article 16 was amended by Article I, para. 13 of Law No. 441 of November 27, 2006, published in the Official Gazette of Romania, No. 955 of November 28, 2006.
(4) Work or service performances cannot constitute a contribution to the formation or increase of the share capital.
(4) Article 16 para. (4) was amended by Article 1 para. 13 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(5) Partners in a general partnership and limited partnerships may obligate themselves to perform labor as a social contribution, but this may not constitute a contribution to the formation or increase of the social capital. In return for this contribution, partners are entitled to participate, according to the articles of association, in the distribution of benefits and social assets, while remaining obliged to participate in losses.

Article 17

(1) Upon authentication of the articles of incorporation in the cases provided for in Article 5 or, as the case may be, upon certification of their date, proof issued by the trade register office concerning the availability and reservation of the company name shall be submitted.
(As of 05-07-2020, Paragraph (1) of Article 17, Chapter I, Title II was amended by Article I, Point 2 of LAW No. 102 of 2 July 2020, published in the MONITORUL OFICIAL No. 583 of 02 July 2020)
(2) The notary public shall refuse to authenticate the articles of incorporation or, as the case may be, the person who gives certain date shall refuse the requested operations, if from the documentation presented it results that the conditions provided for in para. (1) are not fulfilled.
(3) Repealed.
(As of 23-07-2021, Paragraph (3) of Article 17, Chapter I, Title II was repealed by Point 2, ARTICLE ONE of LAW No. 206 of July 19, 2021, published in the MONITORUL OFICIAL No. 715 of July 20, 2021)
(4) Repealed.
(As of 05-07-2020, Paragraph (4) of Article 17, Chapter I, Title II was repealed by Article I, Point 3 of LAW No. 102 of 2 July 2020, published in the MONITORUL OFICIAL No. 583 of 02 July 2020)
(5) Repealed.
(As of 23-07-2021, Paragraph (5) of Article 17, Chapter I, Title II was repealed by Point 2, ARTICLE ONE of LAW No. 206 of July 19, 2021, published in the MONITORUL OFICIAL No. 715 of July 20, 2021)
(6) The opinion on the change of destination of collective real estate with housing regime, provided by Law no. 196/2018 on the establishment, organization and functioning of owners' associations and the administration of condominiums, with subsequent modifications, is not necessary when the administrator or, as the case may be, the administrators declare on their own responsibility that no activity is carried out at the social headquarters.
(As of 05-07-2020, Article 17 of Chapter I, Title II was supplemented by Point 4, Article I of the LAW no. 102 of 2 July 2020, published in the MONITORUL OFICIAL no. 583 of 02 July 2020 )

Chapter II Specific formalities for the incorporation of a joint-stock company through public subscription

Article 18

(1) When the joint-stock company is established through a public subscription, the founders shall draw up a prospectus, which shall include the data provided for in Article 8, with the exception of those concerning the administrators and directors, respectively the members of the board of directors and of the supervisory board, as well as the auditors or, as the case may be, the financial auditor, and in which the date of closure of the subscription shall be established.
(1) Article 18 para. (1) was amended by Article I para. 15 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) The prospectus signed by the founders in the authentic form must be filed, before publication, with the office of the trade register in the county where the company's headquarters will be located.
(3) The Trade Register shall register the prospectus in the Trade Register.
(As of 26-11-2022, Paragraph (3) of Article 18, Chapter II, Title II was amended by Point 11, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(4) Emission prospects that do not include all mentions are null and void. The subscriber will not be able to invoke this nullity if he took part in the constitutive meeting or if he exercised the rights and obligations of a shareholder.

Article 19

(1) Subscriptions for shares shall be made on one or more copies of the founders' issue prospectus.
(As of 26-11-2022, Paragraph (1) of Article 19, Chapter II, Title II was amended by Point 12, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(2) The subscription shall include: the subscriber's full name or company name, domicile or registered office; the number of subscribed shares in letters; the date of subscription and the express statement that the subscriber is aware of and accepts the emission prospectus.
(3) The participation in the benefits of the company, reserved by the founders for their own benefit, although accepted by the subscribers, have effect only if approved by the constituent assembly.

Article 20

No later than 15 days from the date of closing the subscription, the founders will convene the constituent assembly, by a notice published in the Official Gazette of Romania, Part IV, and in two widely circulated newspapers, 15 days before the date set for the assembly. The notice will include the place and date of the assembly, which may not exceed two months from the date of closing the subscription, and the specification of the issues that will be the subject of the discussions.

Article 21

(1) A company may be incorporated only if the entire share capital has been subscribed and each subscriber has paid in cash half the value of the subscribed shares to the Casa de Economii și Consemnațiuni - C.E.C. - S.A. or to a bank or one of its branches. The remainder of the subscribed share capital must be paid within 12 months of incorporation.
(2) Shares representing contributions in kind will have to be fully covered.

Article 22

If public subscriptions exceed the planned social capital in the emission prospectus or are less than it, the founders are obliged to submit for approval to the constituent assembly the increase or, as the case may be, the reduction of the social capital to the level of the subscription.

Article 23

(1) The founders are obliged to draw up a list of those who, by accepting the subscription, are entitled to participate in the constituent assembly, with the indication of the number of actions of each.
(2) This list shall be posted at the place where the assembly is to be held, at least 5 days before the assembly.

Article 24

(1) The Assembly shall elect a Chairman and two or more secretaries. The participation of the acceptors shall be ascertained by means of attendance lists, signed by each of them and countersigned by the Chairman and one of the secretaries.
(2) Any shareholder has the right to make observations on the list displayed by the founders, before entering the agenda of the meeting, which will decide on the observations.

Article 25

(1) In the constituent assembly, each subscriber has the right to one vote, regardless of the shares subscribed. He may also be represented by a special proxy.
(2) No one can represent more than 5 acceptors.
(3) Acceptors who have made contributions in kind shall have no right to vote in deliberations concerning their contributions, even if they are also subscribers of cash shares or act as proxies for other acceptors.
(4) The constituent assembly is legal if half plus one of the acceptors are present and takes decisions with the simple majority vote of those present.

Article 26

(1) If there are contributions in kind, advantages granted to any person who participated in the incorporation of the company or in transactions leading to the granting of the license, transactions concluded by the founders on behalf of the company being constituted and which it is intended to take over, the founders shall request the registrar of commerce to appoint one or more experts. Articles 38 and 39 shall apply mutatis mutandis.
(As of 26-11-2022, Paragraph (1) of Article 26, Chapter II, Title II was amended by Point 13, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(2) The report of the expert or experts shall be made available to the subscribers at the place where the constituent assembly is to meet.
(As amended by Law no. 441 of November 27, 2006, published in the Official Monitor no. 955 of November 28, 2006, Article 26a was modified)

Article 27

(1) Abrogated.
(1) Article 27 para. (1) was repealed by Article I para. (17) of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) If the value of the in-kind contributions, as determined by experts, is less by one-fifth than that provided by the founders in the prospectus, any subscriber may withdraw by notifying the founders by the date set for the constitutive meeting.
(3) The shares of the withdrawing acceptors may be taken over by the founders within 30 days or, later, by other persons, by public subscription.

Article 28

The constituent assembly has the following obligations:
a) check the existence of the payments;
b) examine and validate the report of the expert evaluators of contributions in kind;
c) approves the participation in the profits of the founders and the operations concluded on behalf of the company;
d) discuss and approve the articles of association of the company, the members present representing, for this purpose, also the absent ones, and designate those who will present themselves for the authentication of the act and the fulfillment of the formalities required for the constitution of the company;
e) appoints the first members of the board of directors, or of the supervisory board, and the first auditors or, as the case may be, the first financial auditor.
(As amended by Law no. 441 of November 27, 2006, published in the Official Monitor no. 955 of November 28, 2006, Article 28a was modified)

Article 29

(1) The payments made under Article 21 for the incorporation of the company by public subscription shall be handed over to the persons entrusted with their collection by the constitutive act, and in the absence of a provision, to the persons designated by decision of the board of directors, respectively the management board, after presenting the certificate to the trade register, from which the registration of the company results.
(1) Article 29 para. (1) was amended by Article I para. 19 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) If the company has not been established, the repayments will be made directly to the subscribers.

Article 30

(1) The founders assume the consequences of the acts and expenses necessary for the constitution of the company, and if, for any reason, it is not constituted, they cannot turn against the acceptors.
(2) The founders are obliged to hand over to the board of directors, respectively the management board, the documents and correspondence relating to the incorporation of the company, within 5 days.
(2) Article 30 para. (2) was amended by Article 1 para. 20 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.

Article 31

(1) The founders and the first members of the board of directors, as well as the management board and the supervisory board, are jointly and severally liable, from the moment of incorporation of the company, towards the company and third parties for: - the full subscription of the share capital and the performance of the payments established by law or by the constitutive act; - the existence of contributions in kind; - the veracity of the publications made for the incorporation of the company.
(1) Article 31 para. (1) was amended by Article 1 para. 21 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) The founders are also responsible for the validity of the transactions concluded on behalf of the company before its incorporation and taken over by it.
(3) The general meeting may not release the founders and the first members of the board of directors, the management board and the supervisory board from their liability under this Article and Articles 49 and 53 for a period of 5 years.
(3) Article 31 para. (3) was amended by Article 1 para. 21 of Law No. 441 of 27 November 2006, published in the Official Gazette No. 955 of 28 November 2006.

Article 32

(1) The constituent assembly will decide on the share of net profit that goes to the founders of a company constituted by public subscription.
(2) The amount provided for in para. (1) may not exceed 6% of the net profit and may not be granted for a period of more than 5 years from the date of incorporation of the company.
(3) In the event of an increase in share capital, the rights of the founders may only be exercised in respect of the profit corresponding to the initial share capital.
(4) The provisions of this article may benefit only natural persons who have been recognized as founders by the constitutive act.

Article 33

In case of early dissolution of the company, the founders have the right to claim damages from the company, if the dissolution was made in fraud of their rights.

Article 34

The right to bring an action for damages shall be prescribed upon the expiry of 6 months from the date of publication in the Official Gazette of Romania, Part IV, of the resolution of the general meeting of shareholders which decided the early dissolution.

Article 35

Abrogat.
(As of 01-12-2006, Art. 35 was repealed by Art. I para. 22 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Chapter III Registration of the company

Article 36

(1) Within 15 days from the date of the conclusion of the articles of association, the founders, the first managers or, if applicable, the first members of the management board and the supervisory board or their authorised representatives shall apply for the registration of the company in the trade register in whose territorial jurisdiction the company will have its registered office. They shall be jointly and severally liable for any damage caused by their failure to comply with this obligation.
(1) Article 36 para. (1) was amended by Article 1 para. 23 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) The application shall be accompanied by:
a) the company's articles of association;
b) repealed;
(Clause (2), Article 36, Chapter III, Title II was repealed by Point 14, Article 129, Section 10, Chapter IV of the Law No. 265 of July 22nd, 2022, published in the Official Monitor No. 750 of July 26th, 2022)
c) proof of declared residence;
(As of 26-11-2022, Letter c) of Paragraph (2), Article 36, Chapter III, Title II was amended by Point 15, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
d) repealed;
(Clause (2), Article 36, Chapter III, Title II was repealed by Point 16, Article 129, Section 10, Chapter IV of the Law No. 265 of July 22, 2022, published in the MONITORUL OFICIAL No. 750 of July 26, 2022)
e) repealed;
(Clause (2), Article 36, Chapter III, Title II was repealed by Point 16, Article 129, Section 10, Chapter IV of the Law No. 265 of 22 July 2022, published in the Official Monitor No. 750 of 26 July 2022)
f) repealed;
(Clause (2), Article 36, Chapter III, Title II was repealed by Point 16, Article 129, Section 10, Chapter IV of the Law No. 265 of 22 July 2022, published in the Official Monitor No. 750 of 26 July 2022)
g) other acts or opinions provided for by special laws for the purpose of establishing them.
(As amended by Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006, article 36 paragraph (2) was introduced by article I, point 25)
(3) Repealed.
(3) of Article 36 was repealed by Article I, paragraph (26) of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006. )

Article 37

Abrogat.
(As of 26-11-2022, Article 37 of Chapter III, Title II was repealed by Point 17, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022)

Article 38

(1) In the case of joint stock companies, if there are contributions in kind, advantages reserved for any person who participated in the incorporation of the company or in transactions leading to the granting of the license, transactions concluded by the founders on behalf of the company being constituted and which it is intended to take over, the registrar shall, within 5 days of registering the application, appoint one or more experts from the list of authorized experts. They will draw up a report including a description and the method of valuation of each contributed asset and will indicate whether its value corresponds to the number and value of the actions granted in exchange, as well as other elements indicated by the trade register.
(As of 26-11-2022, Paragraph (1) of Article 38, Chapter III, Title II was amended by Point 18, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022 )
(2) The founders shall file the report within 15 days from the date of its approval with the trade register office. The trade register shall send a notification concerning this filing to the Autonomous Institution "Official Monitor", for publication at the expense of the company.
(3) In the case of companies established by merger or division, it is not necessary to draw up the report provided for in paragraph (1) and to submit it to the trade register office under the conditions of paragraph (2) if the draft merger or division has been examined by an independent expert in accordance with the provisions of Article 243^3 paragraphs (1)-(4).
(3) Article 38(3) was amended by Article 18, Title IV, paragraph 31 of Law No. 76 of 24 May 2012, published in the Official Gazette of Romania, No. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies".

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 38a was modified)

Article 39

They can't be called experts:
a) relatives or affines up to and including the fourth degree or the spouses of those who have made contributions in kind or of the founders;
b) persons who receive, in any form, for the functions they perform, other than that of an expert, a salary or remuneration from the founders or from those who have made contributions in kind;
c) any person who, as a result of his business, employment or family relationships, lacks independence to make an objective assessment of the contributions in kind, in accordance with the special rules governing the profession.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 39a was modified)

Article 40

(1) If the legal requirements are met, the registrar, by decision, shall order the registration of the company in the trade register, under the conditions provided by the law on this register.
(As of 26-11-2022, Paragraph (1) of Article 40, Chapter III, Title II was amended by Point 19, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(2) The registration conclusion shall reflect, as the case may be, the provisions of the articles of association provided for in Articles 7 and 8.

Article 41

(1) The company is a legal entity from the date of registration in the trade register.
(1) Article 41 para. (1) was amended by Article 18 para. 31, Title IV of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012, by replacing the phrase "commercial company" with the term "company". )
(2) Repealed.
(As of 26-11-2022, Paragraph (2) of Article 41, Chapter III, Title II was repealed by Point 20, Article 129, Section a 10-th, Chapter IV of the LAW no. 265 from 22 July 2022, published in the MONITORUL OFICIAL no. 750 from 26 July 2022 )

Article 42

The branches are legal entities and are established in one of the forms of society listed in art. 2 and under the conditions provided for that form. They will have the legal regime of the form of society in which they were constituted.
(As amended by Article 18, paragraph 31, Title IV of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012)

Article 43

(1) Branches are non-legal entities of companies and are registered, before the start of their activity, in the trade register of the county where they will operate.
(1) Article 43 para. (1) was amended by Article 18 para. 31 of Title IV of Law No. 76 of 24 May 2012, published in the Official Gazette No. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies".
(2) If the branch is opened in a locality in the same county or in the same locality as the company, it shall be registered in the same trade register, but separately, as a separate registration.
(3) Other secondary seats - agents, workplaces or other similar seats - are dismemberments without legal personality of the companies and are mentioned only within the registration of the company in the trade register of the main seat.
(3) Paragraph (3) of Article 43 was amended by Article 18, Title IV of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012, by replacing the phrase "commercial companies" with the term "companies". )
(4) Branches cannot be established under the name of subsidiary.
(As of 01-12-2006, Art. 43 was amended by art. I para. 29 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 44

Foreign companies can establish in Romania, in compliance with Romanian law, subsidiaries, as well as branches, agencies, representations or other secondary seats, if this right is recognized by the law of their organic statute.
(On 02-06-2012, Art. 44 was amended by art. 18, para. 31 of Title IV of the LAW no. 76 of May 24, 2012, published in the MONITORUL OFICIAL no. 365 of May 30, 2012, by replacing the phrase "commercial companies" with the term "companies". )

Article 44^1

(1) The acquisition by the company, within a maximum period of 2 years from its incorporation or from the authorization to start the company's activity, of a good from a founder or shareholder, against a sum or other values representing at least one tenth of the subscribed social capital, shall be subject to prior approval by the general meeting of shareholders, as well as the provisions of Articles 38 and 39, shall be mentioned in the trade register, on the basis of the property transfer deed, concluded in accordance with the law, and shall be published in the Official Gazette of Romania, Part IV.
(As of 26-11-2022, Paragraph (1) of Article 44^1, Chapter III, Title II was amended by Point 21, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(2) These provisions shall not apply to acquisition operations carried out as part of the company's current operations, those carried out under the authority of an administrative authority or a court of law, or those carried out as part of stock exchange operations.
(Art. 44^1 was introduced by art. I para. 30 of Law no. 441 of 27 November 2006, published in the MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 45

Abrogat.
(As of 26-11-2022, Article 45 of Chapter III, Title II was repealed by Point 22, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )

Chapter IV Effects of failure to comply with the legal requirements for the incorporation of the company

Article 46

Abrogat.
(As of 26-11-2022, Article 46 of Chapter IV, Title II was repealed by Point 22, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 47

(1) In the event that the founders or representatives of the company have not requested its registration within the legal term, any partner may request the registry office to carry out the registration, after having put them in arrears, by notification or registered letter, and they have not complied within a maximum of 8 days from receipt.
(2) If, however, registration is not effected within the periods laid down in the preceding paragraph, the partners shall be released from their obligations arising out of their subscriptions three months after the date of authentication of the articles of association, unless otherwise provided therein.
(3) If one of the partners has requested the fulfillment of the registration formalities, none of them will be able to claim the release of the obligations derived from the subscription.

Article 48

(1) In the event of irregularities found after registration, the company is obliged to take measures to rectify them within 8 days of the date of detection of those irregularities.
(2) If the company does not comply, any interested person may apply to the court to compel the company's organs to regularize, under the penalty of paying damages under common law.
(As amended by Article 18, paragraph (6), Title IV of LAW No. 76 of 24 May 2012, published in MONITORUL OFICIAL No. 365 of 30 May 2012, Article 48, paragraph (2) was amended.)
(3) The right to the regularization action is prescribed by the expiry of a term of one year from the date of incorporation of the company.

Article 49

The founders, representatives of the company, as well as the first members of the management and control bodies of the company are jointly and severally liable for the damage caused by the irregularities referred to in Articles 46-48.

Article 50

(1) Acts or facts, for which the publicity provided for by law has not been carried out, cannot be opposed to third parties, except in the case where the company provides proof that they knew about them.
(2) Operations carried out by the company before the 16th day from the date of the statutory publicity are not opposable to third parties who prove that they were unable to become aware of them.
(As of 26-11-2022, Paragraph (2) of Article 50, Chapter IV, Title II was amended by Point 23, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 51

The third parties are always able to invoke the acts or facts with regard to which the publicity was not fulfilled, except in the case where the omission of the publicity deprives them of effects.
(As of 26-11-2022, Article 51 of Chapter IV, Title II was amended by Point 24, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 52

Abrogat.
(As of 26-11-2022, Article 52 of Chapter IV, Title II was repealed by Point 25, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 53

(1) The founders, representatives and other persons who have acted on behalf of a company in the process of being established are jointly and severally liable to third parties for the legal acts concluded with them on behalf of the company, unless the company, after acquiring legal personality, has assumed them. Acts thus assumed are deemed to have been those of the company as from the date of their conclusion.
(2) In the event that the company, due to its object of activity, cannot start its activity without being authorized to do so, the provisions of para. (1) are not applicable to the commitments resulting from contracts concluded by the company, provided that it receives this authorization. In this case, the liability lies with the company.
(Par. (2) of Art. 53 was introduced by Art. I para. (32) of Law No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006.)

Article 54

(1) After completing the publicity formalities regarding the persons who, as organs of the company, are authorized to represent it, the company cannot oppose third parties any irregularities in their appointment, unless the company proves that the respective third parties were aware of this irregularity.
(2) The company may not invoke vis-à-vis third parties the appointments to the positions provided for in para. (1) or the termination of these positions, if they have not been published in accordance with the law.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 54a was modified)

Article 55

(1) In relations with third parties, the company is bound by the acts of its organs, even if these acts go beyond the scope of the company's activities, except where it can prove that the third parties knew or, under the circumstances, should have known about the excess, or when the acts thus concluded go beyond the limits of the powers provided by law for the respective organs. The publication of the articles of association cannot constitute, in itself, proof of knowledge.
(1) Article 55 para. (1) was amended by Article I para. 34 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) The provisions of the articles of association or the decisions of the statutory bodies of the companies referred to in the preceding paragraph, which limit the powers conferred by law on these bodies, are inapplicable to third parties, even if they have been published.

Article 56

The nullity of a company registered in the trade register may be declared by the court only when:
a) the articles of incorporation are missing or were not executed in an authentic form, in the situations provided for in Article 5 para. (6);
b) all founders were, according to the law, incapable, at the date of the incorporation of the company;
c) the company's scope of business is illegal or contrary to public order;
d) missing is the conclusion of the registrar of the trade register of the registration of the company;
(As of 26-11-2022, Letter d) of Article 56, Chapter IV, Title II was amended by Point 26, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
e) there is no legal administrative authorization for the incorporation of the company;
) the founding act does not provide for the company's name, its scope of activities, the contributions of the partners or the subscribed social capital;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 56 lit. f) was amended by article I point 35)
g) have violated the legal provisions regarding the minimum share capital, subscribed and paid up;
h) the minimum number of partners provided by law has not been respected.

Article 57

Nullity cannot be declared where the cause of it, invoked in the application for cancellation, has been removed before conclusions on the merits have been drawn in court.

Article 58

(1) The date on which the judicial decision establishing or declaring the nullity becomes final, the company ceases without retroactive effect and enters liquidation. The legal provisions on the liquidation of companies as a result of dissolution apply accordingly.
(1) Article 58 para. (1) was amended by Article 18 para. 7, Title IV of LAW No. 76 of May 24, 2012, published in MONITORUL OFICIAL No. 365 of May 30, 2012. )
(2) By the judicial decision declaring the nullity, the liquidators of the company will also be appointed.
(3) The court shall communicate the judicial decision to the trade register office, which, after registration in the trade register, shall be published in the Electronic Bulletin of the Trade Register.
(As of 26-11-2022, Paragraph (3) of Article 58, Chapter IV, Title II was amended by Point 27, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in MONITORUL OFICIAL No. 750 of 26 July 2022)
(4) Partners are liable for social obligations until they are covered in accordance with the provisions of Article 3.

Article 59

(1) The nullity of the company does not affect the acts concluded in its name.
(2) Neither the company nor the partners can oppose the nullity of the company to third parties of good faith.

Chapter V Some Procedural Provisions

Article 60

Abrogat.
(As of 26-11-2022, Article 60 of Chapter V, Title II was repealed by Point 28, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )

Article 61

(1) Social creditors and any other persons harmed by the decisions of the partners regarding the amendment of the articles of association may file an objection requesting the court to compel, as the case may be, the company or the partners to repair the damage caused.
(As of 05-11-2020, Paragraph (1) of Article 61, Chapter V, Title II was amended by Point 4, Article I of LAW no. 223 of 30 October 2020, published in MONITORUL OFICIAL no. 1018 of 02 November 2020)
(2) For the purposes of this Act, a resolution of the partners shall also mean a resolution of the statutory bodies of the company, and the term partners shall also include shareholders, unless the context indicates otherwise.

Article 62

(1) Opposition shall be filed within 30 days of the publication of the resolution of the partners or the amending supplementary act in the Official Gazette of Romania, Part IV, if this Law does not provide for a different term. It shall be filed with the trade register office, which shall, within 3 days of the date of filing, note it in the register and forward it to the competent court.
(2) Opposition is heard in the council chamber, with the parties being summoned, and the provisions of Article 202 of the Civil Procedure Code being applicable.
(As of 05-11-2020, Paragraph (2) of Article 62, Chapter V, Title II was amended by Article I, Point 5 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020)
(3) The decision rendered on the opposition is subject to appeal only.
(3) Article 62 paragraph (3) was amended by Article 18 paragraph (9) Title IV of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012. )

Article 63

The complaints and remedies provided for in this law, which are the responsibility of the judicial authorities, shall be dealt with by the court within whose jurisdiction the company has its principal office.
(As amended by Article 10, paragraph 3, Section 3, Chapter II of Law No. 71 of June 3, 2011, published in the Official Monitor No. 409 of June 10, 2011)

Article 64

Abrogat.
(As of 26-11-2022, Article 64 of Chapter V, Title II was repealed by Point 29, Article 129, Section a 10-a, Chapter IV of the Law No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Title III

Funcționarea societăților
(Title III heading amended by art. 18 para. 31 of Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies". )

Chapter I Common Provisions

Article 65

(1) In the absence of a contrary provision, the assets contributed to the company become its property from the moment of its registration in the trade register.
(2) The partner who delays in contributing the social capital is liable for the damages caused, and if the contribution was stipulated in cash, he is also obliged to pay legal interest from the day he was supposed to make the payment.

Article 66

(1) During the existence of the company, the creditors of the partner may exercise their rights only on the part of the benefits due to the partner after the accounting balance, and after the dissolution of the company, on the part that would be due to him through liquidation.
(2) The creditors referred to in paragraph (1) may nevertheless attach, during the existence of the company, the shares that would accrue to the partners in the event of liquidation, or may attach and sell the shares or social shares of their debtor.
(As amended by Law No. 152 of June 18, 2015, published in the Official Monitor No. 519 of July 13, 2015, Article 66 (2) was amended.)
(3) A legal mortgage constituted on shares or social parts may be enforced in accordance with the law. The managers/members of the board of directors are obliged to make the financial statements and any other documents or information necessary for the evaluation of the shares or social parts available to the mortgage creditor or the enforcement body, upon request, and to facilitate their takeover.
(3) Alin. (3) al art. 66 a fost introdus de pct. 2 al art. II din LEGEA nr. 152 din 18 iunie 2015, publicată în MONITORUL OFICIAL nr. 519 din 13 iulie 2015. )

Article 66^1

Publicity, through the commercial register, of the attachment and seizure provided for in Article 66 (2) is made at the request of the enforcement authority, not being subject to the provisions of Article 7^1 of the Emergency Government Ordinance No. 116/2009 on the establishment of measures regarding the activity of registration in the commercial register, approved with amendments and additions by Law No. 84/2010, as subsequently amended.
(As of 16-07-2015, Article 66^1 was introduced by Article II, paragraph 3 of LAW No. 152 of June 18, 2015, published in the MONITORUL OFICIAL No. 519 of July 13, 2015. )

Article 67

(1) The portion of the profit paid to each partner constitutes a dividend.
(2) Dividends are to be distributed to partners proportionally to their participation in the paid-up social capital, optionally quarterly based on interim financial statements and annually, after the adjustments made through the annual financial statements, unless otherwise provided in the articles of association. They may be paid optionally quarterly within the time limit established by the general meeting of partners or, as the case may be, by special laws, with the adjustments resulting from the distribution of dividends during the year to be made through the annual financial statements. Payment of the adjustments resulting from the adjustments is to be made within 60 days from the date of approval of the annual financial statements for the financial year ended. Otherwise, the company owes, after this deadline, default interest calculated in accordance with Article 3 of the Government's Emergency Order No. 13/2011 on the remuneratory and penal default interest for monetary obligations and on the regulation of certain financial-fiscal measures in the banking field, approved by Law No. 43/2012, with subsequent additions, if a higher interest rate has not been established in the articles of association or in the resolution of the general meeting of shareholders approving the financial statements for the financial year ended.
(As of 15-07-2018, paragraph (2) of Article 67, Chapter I, Title III was amended by point 1, Article II of the LAW no. 163 of 10 July 2018, published in the MONITORUL OFICIAL no. 595 of 12 July 2018 )
(2^1) In the case of partial distribution of dividends among partners or shareholders during the financial year, the annual financial statements shall reflect the partially attributed dividends and shall adjust the resulting differences accordingly.
(As of 15-07-2018, Article 67 of Chapter I, Title III was supplemented by point 2, Article II of the LAW no. 163 of 10 July 2018, published in the MONITORUL OFICIAL no. 595 of 12 July 2018 )
(2^2) In the event that the partners or shareholders owe dividend repayments, following the adjustment made in the annual financial statements, these shall be paid to the company within 60 days from the date of approval of the annual financial statements. Otherwise, the partners or shareholders shall owe, after this term, penalty interest calculated according to art. 3 of the Government's Emergency Ordinance no. 13/2011, approved by Law no. 43/2012, with subsequent additions, if the constitutive act or the general meeting of shareholders' resolution approving the financial statements for the closed financial year has not established a higher interest rate.
(As of 15-07-2018, Article 67 of Chapter I, Title III was supplemented by point 2, Article II of the LAW no. 163 of 10 July 2018, published in the MONITORUL OFICIAL no. 595 of 12 July 2018 )
(3) Dividends may only be distributed from profits determined in accordance with the law.
(4) Dividends paid contrary to the provisions of paras. (2), (21), (22) and (3) shall be repaid if the company proves that the partners knew of the irregularity of the distribution or, in the circumstances existing, should have known it.
(As of 15-07-2018, Paragraph (4) of Article 67, Chapter I, Title III was amended by Article II, Point 3 of LAW no. 163 of 10 July 2018, published in the MONITORUL OFICIAL no. 595 of 12 July 2018 )
(5) The right to claim the return of dividends paid contrary to the provisions of paragraphs (2) and (3) shall prescribe within 3 years from the date of their distribution.
(5) Article 67 para. (5) was amended by Article I para. 36 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(6) Dividends due after the date of transfer of the shares belong to the assignee, unless the parties have agreed otherwise.

Article 68

The contribution of the partners to the social capital does not bear interest.

Article 69

If a loss of net assets is detected, the subscribed share capital will have to be re-established or reduced before any allocation or distribution of profits can be made.
(As amended by Order no. 52 of April 21, 2008, published in the Official Monitor no. 333 of April 30, 2008, art. 69a was modified)

Article 70

(1) The managers may perform all the operations required to fulfill the purpose of the company, except for the restrictions shown in the articles of incorporation.
(2) They are obliged to attend all meetings of the society, board of directors and similar governing bodies.

Article 70^1

Disposition acts on the property of a company can be concluded under the powers conferred on the legal representatives of the company, as the case may be, by law, the articles of association or the decisions of the statutory bodies of the company adopted in accordance with the provisions of this law and the articles of association of the company, without a special power of attorney and in authentic form for this purpose, even if the disposition acts must be concluded in authentic form.
(On 02-06-2012, Art. 70^1 was amended by art. 18, Title IV para. 31 of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012, by replacing the phrase "commercial company" with the term "company". )

Article 71

(1) Administrators who have the right to represent the company cannot transfer it unless this faculty has been expressly granted to them.
(2) In the event of a breach of the provisions of para. (1), the company may claim from the substituted person the benefits resulting from the transaction.
(3) The administrator who, without right, substitutes another person is jointly liable with the latter for any damage caused to the company.

Article 72

The obligations and liability of the administrators are governed by the provisions on mandate and those specifically provided for in this Act. For the appointment of an administrator, director, or member of the board of directors or supervisory board to be legally valid, the person appointed must expressly accept the appointment.
(As of 26-11-2022, Article 72 of Chapter I, Title III was amended by Point 30, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 73

(1) The administrators are jointly and severally liable towards the company for:
a) reality of payments made by partners;
b) the actual existence of the dividends paid;
c) existența registrelor cerute de lege și corecta lor ținere;
d) exact compliance with the decisions of the general assemblies;
e) strict compliance with the duties imposed by law, the articles of association.
(1^1) In the event that the company is in difficulty, the managers/directors shall have regard to the following, at least:
a) the interests of creditors, equity holders and other stakeholders;
b) the need to take reasonable and appropriate measures to avoid insolvency and to minimize losses suffered by creditors, employees, shareholders and other stakeholders;
c) the need to avoid, with intent or gross negligence, adopting conduct that threatens the viability of the business.
(As of 17-07-2022, Article 73 of Chapter I, Title III was supplemented by Article V of LAW No. 216 of 14 July 2022, published in the MONITORUL OFICIAL No. 709 of 14 July 2022)
(2) The action in liability against the managers also belongs to the creditors of the company, who will be able to exercise it only in the case of the opening of the procedure regulated by Law no. 64/1995 on the judicial reorganization and bankruptcy procedure, republished.

Article 73a

(1) Persons who, according to Article 6 para. (2), cannot be founders, may not be managers, directors, members of the supervisory board and of the board of directors, auditors or financial auditors, and if they have been elected, they are deprived of their rights.
(As of 29-06-2007, Art. 73^1 was amended by art. I para. 6 of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007. )
(2) By accepting the mandate, the managers, members of the board of directors, directors, members of the management board, auditors, and by concluding the service provision contract, the financial auditor assume responsibility for fulfilling the conditions provided for in Article 6 to hold and exercise this function, with a clause to this effect being included in the contract.
(As of 26-11-2022, Article 73^1 of Chapter I, Title III was supplemented by Point 31, Article 129, Section a 10-a, Chapter IV of the LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 74

(1) In any invoice, offer, order, tariff, brochure and other documents used in trade, issued by a company, the name, legal form, registered office, registration number in the trade register and the unique registration code must be mentioned. Bon fiscal issued by electronic cash registers, which will include the elements provided for by the legislation in the field, are exempt.
(2) If the joint-stock company opts for a dualistic system of management, in accordance with the provisions of Article 153, the documents provided for in paragraph (1) shall also contain the mention "company managed under the dualistic system".
(3) In the documents provided for in paragraph (1), if they come from a limited liability company, the social capital shall be mentioned, and if they come from a joint-stock company or a limited partnership with shares, both the subscribed and the paid-up social capital shall be mentioned.
(4) In the event that the documents provided for in para. (1) are issued by a branch, they must also state the office of the trade register in which the branch was registered and its registration number.
(5) If the company has its own website, the information referred to in paragraphs (1) and (3) shall also be published on the company's website.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 74a was modified)

Chapter II Partnerships

Article 75

The right to represent the company belongs to each administrator, except for contrary stipulation in the articles of association.

Article 76

(1) If the articles of association provide that the managers work together, the decision must be taken unanimously; in the event of a disagreement between the managers, the partners who represent the absolute majority of the social capital will decide.
(2) For urgent acts, whose non-performance would cause great damage to the company, a single administrator can decide in the absence of the others, who are in the impossibility, even temporary, of participating in the administration.

Article 77

(1) Associates representing the absolute majority of the social capital can choose one or more administrators among them, fixing their powers, the duration of the mandate and eventual remuneration, except if the constitutive act provides otherwise.
(2) With the same majority, the associates can decide on the revocation of the administrators or on the limitation of their powers, except in the case where the administrators have been appointed by the articles of incorporation.

Article 78

(1) If an administrator takes the initiative of an operation exceeding the limits of the usual operations of the trade carried on by the company, he must notify the other administrators before concluding it, under penalty of bearing the losses that would result from it.
(2) In case of opposition by any of them, the partners representing the absolute majority of the social capital will decide.
(3) The transaction concluded against the opposition made is valid against third parties to whom this opposition will not have been communicated.

Article 79

(1) A partner who, in a given transaction, has, on his own account or on account of another, interests contrary to those of the company, may not take part in any deliberation or decision concerning that transaction.
(2) The partner who contravenes the provisions of para. (1) is liable for damages caused to the company, if, without his vote, the required majority would not have been obtained.

Article 80

The partner who, without the written consent of the other partners, uses the capital, assets or credit of the company for his own benefit or that of another person is obliged to return to the company the benefits that have resulted and to pay compensation for the damage caused.

Article 81

(1) No associate may take from the company funds more than has been fixed for him for expenses incurred or to be incurred in the interest of the company.
(2) The partner who contravenes this provision is liable for the amounts taken and for damages.
(3) It may be stipulated in the articles of association that the partners may withdraw certain sums from the company's house for their private expenses.

Article 82

(1) Partners cannot participate, as partners with unlimited liability, in other competing companies or with the same business object, nor can they carry out operations on their own or on behalf of others, in the same type of trade or a similar one, without the consent of the other partners.
(2) Consent is deemed to have been given if the participation or operations, being prior to the constitutive act, were known to the other partners and they did not prohibit their continuation.
(3) In case of breach of the provisions of paras. (1) and (2), the company, in addition to the right to exclude the partner, may decide that he has worked on its account or to claim compensation.
(4) This right shall lapse three months after the company has become aware of it, if no decision has been taken.

Article 83

When the contribution to the share capital is made by several persons, they are jointly and severally liable towards the company and must appoint a common representative for the exercise of the rights arising from this contribution.

Article 84

(1) The partner who contributed one or more claims is not released as long as the company has not obtained payment of the amount for which they were brought.
(2) If the payment could not be obtained by pursuing the ceded debtor, the partner is liable for the amount due, with legal interest from the due date of the claims.

Article 85

(1) Partners are jointly and severally liable for transactions carried out on behalf of the company by those who represent it.
(2) The court decision obtained against the company is enforceable against each partner.

Article 86

(1) For the approval of the annual financial statements and for decisions on the introduction of liability action against the managers, the vote of the partners representing the majority of the share capital is required.
(2) The publicity formalities regarding the annual financial statements shall be carried out in accordance with the provisions of Article 185.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, art. 86 para. (2) was modified.)

Article 87

(1) The transfer of the capital contribution is possible if it has been permitted by the articles of association.
(2) The cession does not release the assigning partner from what he still owes the company from his capital contribution.
(3) The assignor remains liable to third parties pursuant to Article 225.
(4) When the articles of association provide for the withdrawal of a partner, Articles 225 and 229 shall apply.

Chapter III Limited Partnerships

Article 88

The administration of the simple limited partnership will be entrusted to one or more limited partners.

Article 89

(1) The limited partner may conclude transactions on behalf of the company only on the basis of a special power of attorney for specific transactions, issued by the company's representatives and registered with the trade register. Otherwise, the limited partner becomes unlimitedly and jointly liable to third parties for all of the company's obligations entered into as of the date of the transaction concluded by him.
(2) The committor may perform services in the internal administration of the company, may perform acts of supervision, may participate in the appointment and removal of managers, in the cases provided by law, or may grant, within the limits of the articles of association, authorization to managers for operations exceeding their powers.
(3) The committor also has the right to request a copy of the annual financial statements and to verify their accuracy by examining the commercial registers and other supporting documents.

Article 90

Article 75, 76 (1), 77, 79, 83, 84, 86 and 87 shall also apply to limited partnerships, and Articles 80, 81, 82 and 85 to the limited partners.

Chapter IV Joint-stock companies

Section I About Actions

Article 91

(1) In a joint-stock company, the capital stock is represented by registered shares issued by the company.
(2) The type of shares shall be determined by the articles of association. Nominative shares may be issued in material form, on paper support, or in dematerialized form, in which case they shall be registered in the shareholders' register.

(As of 21-07-2019, Article 91 of Section I, Chapter IV, Title III was amended by Point 2, Article 54, Chapter XI of LAW no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )

Article 92

(1) The shares may not be issued for less than their par value.
(2) Repealed.
(As of 21-07-2019, Paragraph (2) of Article 92, Section I, Chapter IV, Title III was repealed by Article 54, Point 3, Chapter XI of the Law No. 129 of 11 July 2019, published in the MONITORUL OFICIAL No. 589 of 18 July 2019)
(3) The share capital may not be increased and new shares may not be issued until all shares from the previous issue have been fully paid.
(4) Repealed.
(As of 21-07-2019, Paragraph (4) of Article 92, Section I, Chapter IV, Title III was repealed by Article 54, Point 3, Chapter XI of the Law No. 129 of 11 July 2019, published in the MONITORUL OFICIAL No. 589 of 18 July 2019)
(5) Cumulative stock certificates may be issued for several shares when they are issued in material form.

Article 93

(1) The nominal value of a share may not be less than 0.1 lei.
(1) Article 93 para. (1) was amended by Article I para. 41 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) The actions will include:
a) the name and duration of the company;
b) the date of the constitutive act, the registration number in the trade register and the unique registration code;
(As of 26-11-2022, Letter b) of Paragraph (2), Article 93, Section I, Chapter IV, Title III was amended by Point 32, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022 )
c) capital stock, number of shares and their serial numbers, nominal value of shares and payments made;
d) advantages granted to founders.
(3) For the nominative actions, the following will be mentioned: the name, first name, personal numeric code and domicile of the physical person shareholder; the name, headquarters, registration number and unique registration code of the legal person shareholder, if applicable.
(4) The actions shall bear the signature of 2 members of the board of directors, or, as the case may be, the signature of the sole administrator, or the sole general manager.
(4) Article 93 para. (4) was amended by Article 1 para. 41 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.

Article 94

(1) Shares must be of equal value; they confer equal rights to the owners.
(As of 21-07-2019, paragraph (1) of Article 94, Section I, Chapter IV, Title III was amended by Article 54, point 4, Chapter XI of the LAW no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )
(2) However, classes of shares may be issued under the terms of the articles of association which confer different rights on the holders, in accordance with the provisions of Articles 95 and 96.

Article 95

(1) It is possible to issue preference shares with preferential dividend without voting rights, which give the holder:
a) the right to a priority dividend taken from the distributable profit of the financial year, before any other levy;
b) the rights recognized to the shareholders with common shares, including the right to participate in the general meeting, except the voting right.
(As amended by Article 95 para. (1) lit. b) of Law no. 441 of 27 November 2006, published in the Official Gazette no. 955 of 28 November 2006. )
(2) Priority dividend shares without voting rights cannot exceed one-fourth of the company's capital and will have the same nominal value as the common shares.
(3) The members of the board of directors and the supervisory board, as well as the auditors of the company, may not hold shares with preferential dividend without voting rights.
(3) Article 95 para. (3) was amended by Article 1 para. 43 of Law no. 441 of 27 November 2006, published in the Official Gazette no. 955 of 28 November 2006.
(4) In case of delay in the payment of dividends, the preferred shares will acquire voting rights, starting from the due date of the dividend payment obligation to be distributed in the following year or, if the general meeting of the following year decides not to distribute dividends, starting from the date of publication of this decision of the general meeting, until the actual payment of the outstanding dividends.
(4) Article 95 para. (4) was amended by Article 1 para. 43 of Law No. 441 of 27 November 2006, published in the Official Journal of Romania No. 955 of 28 November 2006.
(5) Preferred and common shares may be converted from one category to another by resolution of the extraordinary general meeting of shareholders, adopted under the conditions of art. 115.
(Par. (5) of Art. 95 was introduced by Art. I para. (44) of Law No. 441 of 27 November 2006, published in the Official Gazette No. 955 of 28 November 2006.)

Article 96

The holders of each class of shares meet in special general meetings, under the conditions provided by the company's articles of association. Any holder of such shares may participate in these meetings.

Article 97

In the event that it has not issued and circulated physical shares, the company, ex officio or at the request of the shareholders, shall issue to each of them a shareholder certificate including the data provided for in Article 93 (2) and (3) and, in addition, the number, category and nominal value of the shares, the property of the shareholder, the position at which he is registered in the shareholders' register and, where appropriate, the order number of the shares.

Article 98

(1) The right of ownership of the shares issued in physical form is transferred by a declaration made in the register of shareholders and by the mention made on the title, signed by the transferor and the transferee or their agents. The right of ownership of the shares issued in dematerialized form is transferred by a declaration made in the register of shareholders, signed by the transferor and the transferee or their agents. The articles of association may provide for other forms of transfer of the right of ownership of the shares.
(As of 21-07-2019, Paragraph (1) of Article 98, Section I, Chapter IV, Title III was amended by Article 54, Point 5, Chapter XI of the Law No. 129 of 11 July 2019, published in the MONITORUL OFICIAL No. 589 of 18 July 2019)
(2) The right of ownership of the dematerialized shares traded on a regulated market or in an alternative trading system shall be transferred in accordance with the provisions of the capital market legislation.
(2) Article 98, paragraph (2), was amended by Article 1, paragraph 45, of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006.
(3) The subscribers and subsequent assignees are jointly and severally liable for the payment of the shares for 3 years, calculated from the date when the transfer was made in the register of shareholders.

Article 99

Abrogat.
(As of 21-07-2019, Article 99 from Section I, Chapter IV, Title III was repealed by Article 54, Point 6, Chapter XI of the Law No. 129 of 11 July 2019, published in the Official Monitor No. 589 of 18 July 2019)

Article 99^1

(1) The creation of movable mortgages on shares shall be made by private instrument, in which the amount of the debt, the value and category of the shares with which the guarantee is provided shall be indicated, and in the case of shares issued in material form, also by mentioning the mortgage on the title, signed by the creditor and the shareholder debtor or their agents.
(As of 21-07-2019, paragraph (1) of Article 99^1, Section I, Chapter IV, Title III was amended by point 7, Article 54, Chapter XI of the LAW no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )
(2) The pledge shall be registered in the shareholders' register kept by the board of directors or, as the case may be, by the management board, or, if appropriate, by an independent company keeping the shareholders' register. The creditor in whose favour the pledge over the shares has been constituted shall be issued with a certificate of registration thereof.
(3) The mortgage becomes enforceable against third parties and acquires its ranking in the order of preference of creditors from the date of registration in the Electronic Archive of Real Security Interests.
(As amended by Article 10, paragraph 4, Section 3, Chapter II of Law No. 71 of June 3, 2011, published in the Official Monitor No. 409 of June 10, 2011)

Article 100

(1) When shareholders have not made the payments they owe within the time limits laid down in Article 9(2)(a) and (b) and Article 21(1), the company shall invite them to fulfil this obligation by means of a collective summons published twice, at intervals of 15 days, in the Romanian Official Gazette, Part IV, and in a widely-read newspaper.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, para. (1) of art. 100 was modified)
(2) In the event that the shareholders do not make the payments even after this summons, the board of directors, or the management board, will be able to decide either to pursue the shareholders for the outstanding payments or to cancel these shares.
(As of 21-07-2019, paragraph (2) of Article 100, Section I, Chapter IV, Title III was amended by Article 54, Point 8, Chapter XI of the Law no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )
(3) The cancellation decision shall be published in the Romanian Official Gazette, Part IV, specifying the serial number of the canceled actions.
(4) In place of the cancelled shares, new shares bearing the same numbers shall be issued and sold.
(5) The proceeds from the sale will be used to cover publishing and sales expenses, late interest and unpaid installments; the remainder will be returned to the shareholders.
(6) If the price obtained is not sufficient 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 the subscribers and assignees, in accordance with Article 98.
(7) If, after the completion of these formalities, the amounts due to the company have not been realized, the capital stock shall be immediately reduced in proportion to the difference between it and the existing capital.

Article 101

(1) Any paid-up share entitles the holder to one vote at the general meeting, unless the articles of association provide otherwise.
(2) The articles of association may limit the number of votes belonging to shareholders who hold more than one share.
(3) The exercise of voting rights is suspended for shareholders who are not up to date with the payments due.

Article 102

(1) Shares are indivisible.
(2) When a nominative action becomes the property of several persons, the company is not obliged to register the transfer as long as those persons do not designate a single representative for the exercise of the rights resulting from the action.
(3) Repealed.
(As of 21-07-2019, Paragraph (3) of Article 102, Section I, Chapter IV, Title III was repealed by Article 54, Point 9, Chapter XI of the Law No. 129 of 11 July 2019, published in the MONITORUL OFICIAL No. 589 of 18 July 2019)
(4) As long as an action is the indivisible or common property of several persons, they are jointly and severally liable for the performance of the payments due.

Article 103

(1) A company cannot subscribe to its own shares.
(2) If the shares of a company are subscribed by a person acting in his own name but on account of the company in question, the subscriber is deemed to have subscribed the shares for himself and is obliged to pay their value.
(3) The founders, in the phase of setting up the company, and the members of the board of directors, respectively of the management board, in the case of an increase of the subscribed capital, are obliged to pay the value of the actions subscribed in breach of para. (1) and, subsidiarily, in relation to the subscriber, of the actions subscribed under the conditions of para. (2).
(As of 01-12-2006, Art. 103 was amended by art. I para. 48 of the Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 103^1

(1) A company may acquire its own shares, either directly or through a person acting on its behalf, provided that the following conditions are met:
a) the authorization to acquire its own shares is granted by the extraordinary general meeting of shareholders, which shall establish the conditions for such acquisition, in particular the maximum number of shares to be acquired, the duration for which the authorization is granted and which may not exceed 18 months from the date of registration in the trade register, and, in the case of an acquisition for valuable consideration, their minimum and maximum value;
(As of 26-11-2022, Letter a) of Paragraph (1), Article 103^1, Section I, Chapter IV, Title III was amended by Point 33, Article 129, Section 10, Chapter IV of LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
b) the nominal value of the treasury shares held by the company, including those already in its portfolio, may not exceed 10% of the subscribed share capital;
c) the transaction may only concern fully paid-up shares;
d) the payment of such acquired shares shall be made only from the distributable profit or from the available reserves of the company, as shown in the last approved annual financial statement, with the exception of the legal reserves.
(2) If the own shares are acquired in order to be distributed to the company's employees, the shares so acquired must be distributed within 12 months of the date of acquisition.

(Art. 103^1 was inserted by art. I para. 49 of Law no. 441 of 27 November 2006, published in the Official Gazette no. 955 of 28 November 2006. )

Article 104

(1) The restrictions under Article 103(1) shall not apply:
a) shares received under Article 207(1)(c) as a result of a general meeting decision to reduce the share capital;
b) shares acquired as a result of a universal transfer of title;
c) of fully paid-up shares, acquired by virtue of a court decision, in an enforcement procedure against a shareholder, the debtor of the company;
d) fully paid-up shares, acquired free of charge.
(2) The restrictions laid down in Article 103(1), other than that laid down in Article 103(1)(d), shall not apply to acquisitions made in accordance with Article 134.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 104a was modified)

Article 104^1

(1) Shares acquired in breach of the provisions of Articles 103^1 and 104 shall be disposed of within one year of their acquisition.
(2) If the nominal value of the treasury shares acquired by the company in accordance with the provisions of Article 104 para. (1) lit. b)-d), either directly or through a person acting on its own behalf but on account of the company, including the nominal value of the treasury shares already held in the company's portfolio, exceeds 10% of the subscribed capital, the shares exceeding this percentage shall be disposed of within 3 years from the date of acquisition.
(3) In the event that the shares are not alienated within the time limits laid down in paras. (1) and (2), these shares must be cancelled, the company being obliged to reduce its subscribed share capital accordingly.

(Art. 104^1 was inserted by art. I para. 51 of Law no. 441 of 27 November 2006, published in the MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 105

(1) The shares acquired under the provisions of Articles 103^1 and 104 do not entitle to dividends during their holding by the company.
(2) The voting rights conferred by the shares referred to in paragraph (1) shall be suspended for the period during which they are held by the company.
(3) In the case where the actions are included in the active balance sheet, a reserve of equal value is foreseen in the passivity of the balance sheet, which cannot be distributed.

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 105a was modified)

Article 105^1

The board of directors shall include in the report accompanying the annual financial statements the following information regarding the acquisition or disposal of the company's own shares:
a) the reasons for the acquisitions made during the financial year;
b) the number and nominal value of the shares acquired and disposed of during the financial year and the percentage of the subscribed share capital which they represent;
c) in the case of acquisition or alienation for valuable consideration, the value of the shares;
d) the number and nominal value of all shares acquired and held by the company and the percentage of the subscribed capital stock that they represent.
(Art. 105^1 was introduced by art. I para. 53 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 106

(1) A company may not grant advances or loans, or provide security, for the purpose of subscribing for or acquiring its own shares by a third party.
(2) The provisions of paragraph (1) shall not apply to transactions carried out in the course of the current operations of credit institutions and other financial institutions, nor to transactions carried out for the purpose of acquiring shares by or for the employees of the company, provided that these transactions do not result in a decrease in net assets below the aggregate value of the subscribed capital and reserves which may not be distributed under the law or the articles of association.

(As of 01-12-2006, Article 106 was amended by Article I, paragraph 54 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 107

(1) The creation of real guarantees on its own shares by the company, either directly or through a person acting in his own name but on behalf of the company, is considered to be an acquisition within the meaning of Articles 103^1, 104, 104^1, 105, 105^1 and 106.
(2) The provisions of paragraph (1) shall not apply to the current operations of banks and other financial institutions.

(As of 01-12-2006, Art. 107 was amended by art. I para. 55 of the Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 107^1

(1) The subscription for, acquisition or holding of shares in a company limited by shares by another company in which the company limited by shares holds, directly or indirectly, a majority of the voting rights or in which it is able to exercise a significant influence on decisions is deemed to be made by the company limited by shares itself.
(2) The provisions of para. (1) shall also apply when the company through which the subscription, acquisition or holding of shares is effected is governed by the law of another state.
(Art. 107^1 was introduced by art. I para. 56 of Law no. 441 of 27 November 2006, published in the MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 108

Shareholders who offer their shares for sale through a public offering will proceed in accordance with capital market legislation.
(As of 29-06-2007, Art. 108 was amended by art. I para. 9 of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007. )

Article 109

The situation of the shares must be included in the annex to the annual financial statement and, in particular, it must be specified whether they have been fully released and, if appropriate, the number of shares for which payments have been requested, without result.

Section II On General Meetings

Article 110

(1) General meetings are ordinary and extraordinary.
(2) Unless the articles of association provide otherwise, they shall be held at the registered office of the company and at the place indicated in the notice of meeting.

Article 111

(1) The ordinary general meeting shall be held at least once a year, within five months of the end of the financial year.
(1) Article 111 para. (1) was amended by Article I para. 57 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
Note

Article 12 of the EMERGENCY ORDINANCE no. 62 of May 7, 2020, published in the Official Monitor no. 372 of May 8, 2020, provides:

Article 12

(1) The deadline for the meeting of the general meeting of shareholders provided for in Article 111 (1) of Law No. 31/1990, as republished, with subsequent modifications and additions, is extended until July 31, 2020.

(2) During the extension period provided for in paragraph (1), the board of directors, respectively the management board, is not required to convene the general meeting provided for in Article 153^24 (1) of Law No. 31/1990, as republished, with subsequent amendments and supplements.
(2) In addition to discussing other issues on the agenda, the general meeting is required to:
a) discuss, approve or amend the annual financial statements, based on the reports submitted by the board of directors, the management board and the supervisory board, the auditors or, as the case may be, the statutory auditor, and determine the dividend;
(As amended by Article 111 para. (2) of Law no. 441 of 27 November 2006, published in the Official Gazette no. 955 of 28 November 2006)
b) to select and revoke the members of the board of directors, respectively of the supervisory board, and the auditors;
(As amended by Article 111 para. (2) lit. b) of Law no. 441 of 27 November 2006, published in the Official Gazette no. 955 of 28 November 2006. )
1) In the case of companies whose financial statements are audited, to appoint or dismiss the financial auditor and to set the minimum duration of the financial audit contract;
(As amended by art. I para. 10 of EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007)
c) to fix the due remuneration for the current exercise of the members of the board of directors, respectively of the supervisory board, and of the auditors, if it has not been established by the articles of association;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, art. 111 para. (2) lit. c) was modified.)
d) to pass a resolution on the management of the board of directors, respectively the management board;
(As amended by Article 111 para. (2) of Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006. )
) establish the budget of revenue and expenditure and, where appropriate, the work programme for the following financial year;
f) to decide on the mortgage, rental or closure of one or more units of the company.

Article 112

(1) For the validity of the deliberations of the ordinary general meeting, the presence of shareholders holding at least a quarter of the total number of voting rights is necessary. Resolutions of the ordinary general meeting are adopted by a majority of the votes cast. The articles of association may provide for higher quorum and majority requirements.
(2) If the ordinary general meeting cannot operate due to the non-fulfillment of the conditions provided for in para. (1), the meeting that will meet at a second convocation may deliberate on the agenda items of the first meeting, regardless of the quorum met, taking decisions with the majority of the votes expressed. For the general meeting met at the second convocation, the constitutive act cannot provide for a minimum quorum or a higher majority.

(As amended by Law no. 441 of November 27, 2006, published in the Official Monitor no. 955 of November 28, 2006, Article 112a was modified)

Article 113

The extraordinary general meeting meets whenever a decision needs to be made for:
a) change of the legal form of the company;
b) change of the company's registered office;
c) changing the company's scope of activity;
d) the establishment or liquidation of secondary seats: branches, agencies, representations or other similar units without legal personality, if the constitutive act does not provide otherwise;
e) extension of the duration of the company;
f) increase in share capital;
g) reduction of the share capital or its restoration by issuing new shares;
h) the merger with other companies or the division of the company, including cross-border mergers and cross-border divisions;
(As of 23-07-2023, Letter h), Article 113, Section II, Chapter IV, Title III was amended by Point 1., Article I of the LAW no. 222 of 14 July 2023, published in the OFFICIAL MONITOR no. 667 of 20 July 2023 )
h^1) cross-border transformation of society;
(As of 23-07-2023, Article 113, Section II, Chapter IV, Title III was supplemented by Point 2., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )
i) early dissolution of the company;
i^1) Repealed.
(As of 21-07-2019, Letter i^1) from Article 113, Section II, Chapter IV, Title III was repealed by Point 10, Article 54, Chapter XI of the LAW no. 129 of 11 July 2019, published in the OFFICIAL MONITOR no. 589 of 18 July 2019 )
j) conversion of shares from one category to another;
k) conversion of a bond class into another class or into shares;
l) issuing of bonds;
m) any other amendment to the articles of association or any other resolution for which the approval of the extraordinary general meeting is required.

Article 114

(1) The exercise of the powers provided for in Article 113 (1) (b), (c) and (f) may be delegated to the board of directors or the management board by the articles of association or by a resolution of the extraordinary general meeting of shareholders. The delegation of powers provided for in Article 113 (1) (c) may not relate to the main field and activity of the company.
(As of 29-06-2007, Alin. (1) of Art. 114 was amended by Art. I para. (11) of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in MONITORUL OFICIAL no. 446 of June 29, 2007.)
(2) In the event that the board of directors, or the management board, is mandated to carry out the measure provided for in Article 113(f), the provisions of Article 220^1 shall apply to the decisions of the board of directors, or the management board, accordingly.
(3) In the event that the board of directors, or the management board is mandated to carry out the measures provided for in Article 113 lit. b) and c), the provisions of Article 131 para. (4) and (5), of Article 132, with the exception of paras. (6) and (7), as well as the provisions of Article 133 shall apply to the decisions of the board of directors, or the management board, as appropriate. The company shall be represented in court by the person appointed by the president of the court from among its shareholders, who shall carry out the mandate with which he or she has been entrusted, until the general meeting, convened for this purpose, elects another person.
(3) Para. (3) of Article 114 was amended by Article 1 (11) of Emergency Ordinance No. 82 of June 28, 2007, published in the Official Gazette of Romania, No. 446 of June 29, 2007.

(As amended by Law no. 441 of November 27, 2006, published in the Official Monitor no. 955 of November 28, 2006, Article 114a was modified)
Note
By DECISION OF THE CONSTITUTIONAL COURT No. 382 of 31 May 2018, published in the OFFICIAL MONITOR No. 668 of 1 August 2018, the exception of unconstitutionality was allowed, it being found that the legislative solution contained in Article 114 (3) of the Companies Act No. 31/1990, which does not allow the contestation in court, through the action for annulment provided for in Article 132 of the Act, of the decisions of the board of directors, respectively the management, taken in the exercise of the delegated power to increase the social capital, is unconstitutional.

Conform art. 147 alineatul (1) din Constituția României, republicată în Monitorul Oficial nr. 767 din 31 octombrie 2003, dispozițiile din legile și ordonanțele în vigoare, precum și cele din regulamente, constatate ca fiind neconstituționale, își încetează efectele juridice la 45 de zile de la publicarea deciziei Curții Constituționale dacă, în acest interval, Parlamentul sau Guvernul, după caz, nu pun de acord prevederile neconstituționale cu dispozițiile Constituției. Pe durata acestui termen, dispozițiile constatate ca fiind neconstituționale sunt suspendate de drept.

Therefore, in the period 1 August 2018 - 14 September 2018, the legislative solution provided for in art. 114 para. (3) of the Companies Act no. 31/1990, which does not allow the contestation in court, through the action for annulment provided for in art. 132 of the law, of the decisions of the board of directors, respectively the management board taken in the exercise of the delegated attribute of increasing the share capital, was suspended ex officio, ceasing its legal effects as of 15 September 2018, since the legislator did not intervene to amend the provisions attacked.

Article 115

(1) For the validity of the deliberations of the extraordinary general meeting, the presence of shareholders holding at least a quarter of the total voting rights is required at the first convocation, and at the subsequent convocations, the presence of shareholders representing at least a fifth of the total voting rights.
(2) Resolutions are adopted by a majority of the votes held by the shareholders present or represented. The decision to change the main object of the company, to reduce or increase the share capital, to change the legal form, to merge, divide or dissolve the company is taken by a majority of at least two-thirds of the voting rights held by the shareholders present or represented.
(3) The articles of association may stipulate higher quorum and majority requirements.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 115a was modified)

Article 116

(1) The decision of a general meeting to amend the rights or obligations relating to a class of shares shall take effect only after the approval of this decision by the special meeting of the shareholders of that class.
(2) The provisions of this section on the convening, quorum and conduct of general meetings of shareholders shall also apply to special meetings.
(3) Resolutions initiated by special assemblies shall be subject to approval by the corresponding general assemblies.
Note
Decision to admit: HP no. 7/2020, published in the Official Monitor no. 151 on February 25, 2020:

In interpreting and applying the provisions of Article 132 of the Companies Act No. 31/1990, as republished, as amended and supplemented, in relation to Article 116 of the same Act, special shareholders' resolutions may be challenged in court by way of an action for annulment.

Article 117

(1) The general meeting is convened by the board of directors, or by the management board, whenever necessary.
(2) The term of the meeting cannot be less than 30 days from the publication of the convocation in the Official Monitor of Romania, Part IV.
(3) The convocation shall be published in the Romanian Official Gazette, Part IV, and in one of the widely-read newspapers in the town where the company's registered office is located or in the nearest town.
(3) Para. (3) of Article 117 was amended by Article I para. 12 of Emergency Ordinance No. 82 of June 28, 2007, published in the Official Journal of Romania, No. 446 of June 29, 2007.
(4) The convocation may also be made by registered letter or, if the articles of association so permit, by letter sent by electronic means, incorporating, attached or logically associated with the extended electronic signature, sent at least 30 days before the date of the meeting, to the address of the shareholder, entered in the shareholders' register. The change of address cannot be opposed to the company if it has not been communicated in writing by the shareholder.
(As of 21-07-2019, Paragraph (4) of Article 117, Section II, Chapter IV, Title III was amended by Point 11, Article 54, Chapter XI of the LAW no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )
(5) The methods of convening provided for in paragraph (4) may not be used if prohibited by the company's articles of association or by legal provisions.
(6) The notice of meeting shall state the place and date of the meeting, as well as the agenda, explicitly mentioning all matters to be discussed at the meeting. If the agenda includes the appointment of directors or members of the supervisory board, the notice shall state that a list containing information on the names, places of residence and professional qualifications of the persons proposed for the position of director is available to shareholders and may be inspected and copied by them.
(7) When the agenda includes proposals to amend the articles of association, the notice of meeting must include the full text of the proposals.
(8) For listed companies, the relevant provisions of the legislation specific to the capital market apply.
(8) Para. (8) of Article 117 was inserted by Article I para. 13 of Emergency Ordinance No. 82 of June 28, 2007, published in the Official Gazette of Romania, No. 446 of June 29, 2007.

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 117a was modified)

Article 117^1

(1) The right to request the inclusion of new items on the agenda shall belong to one or more shareholders representing, individually or jointly, at least 5% of the share capital.
(2) Requests shall be submitted to the board of directors, or the management board, no later than 15 days after the publication of the notice of meeting, for publication and notification to the other shareholders. In the event that the agenda includes the appointment of administrators, or members of the supervisory board, and shareholders wish to submit nominations, the request shall include information on the names, place of residence and professional qualifications of the persons proposed for these positions.
(3) The agenda supplemented with the items proposed by shareholders after the convocation must be published in compliance with the requirements provided by law and/or the articles of association for the convocation of the general meeting, at least 10 days before the general meeting, on the date mentioned in the initial convocation.

(Art. 117^1 was inserted by art. I para. 65 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Articolul 117^2

(1) The annual financial statements, the annual report of the management board, the report of the supervisory board, if any, and the proposal on the distribution of dividends, as well as the information on the partial distribution of dividends during the financial year, shall be made available to the shareholders at the registered office of the company as from the date of convocation of the general meeting. Copies of these documents shall be provided to shareholders upon request. The fees charged for the provision of copies shall not exceed the administrative costs involved.
(As of 15-07-2018, paragraph (1) of Article 117^2, Section II, Chapter IV, Title III was amended by Article II, point 4 of LAW no. 163 of 10 July 2018, published in the MONITORUL OFICIAL no. 595 of 12 July 2018)
(2) In the case where the company has its own website, the notice, any other item added to the agenda at the request of shareholders, in accordance with art. 117^1, as well as the documents provided for in paragraph (1), shall also be published on the website, for the free access of shareholders.
(3) Each shareholder may submit written questions to the board of directors or management board regarding the company's activities before the date of the general meeting, and answers will be provided at the meeting. If the company has its own website, in the absence of a contrary provision in the articles of association, the answer is considered given if the requested information is published on the company's website in the "Frequently Asked Questions" section.

(Art. 117^2 was inserted by art. I para. 65 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 118

(1) The notice for the first general meeting may fix the date and time for the second meeting, if the first cannot be held.
(2) A doua adunare generală nu se poate întruni în chiar ziua fixată pentru prima adunare.
(3) If the date for the second general meeting is not mentioned in the notice published for the first meeting, the period provided for in Article 117 may be reduced to 8 days.

Article 119

(1) The board of directors, or the management, shall immediately convene the general meeting at the request of shareholders representing, individually or jointly, at least 5% of the share capital or a smaller proportion, if so provided in the articles of association, and if the request includes matters within the competence of the general meeting.
(2) The general meeting shall be convened within a maximum of 30 days and shall meet within a maximum of 60 days from the date of receipt of the request.
(3) In the event that the board of directors, or the management board, does not convene the general meeting, the court at the seat of the company, upon citation of the board of directors, or the management board, may authorize the convening of the general meeting by the shareholders who have made the request. By the same ruling, the court shall approve the agenda, establish the reference date provided for in Article 123 (2), the date of the general meeting, and, among the shareholders, the person who shall preside over it.
(4) The costs of convening the general meeting, as well as the court costs, if the court approves the request under para. (3), are borne by the company.

(As amended by Law No. 441 of November 27, 2006, published in the Official Monitor No. 955 of November 28, 2006, Article 119a was modified by Article I, paragraph 66)

Article 120

Shareholders exercise their voting rights in the general meeting in proportion to the number of shares they hold, except as provided for in Article 101 (2).

Article 121

Shareholders representing the entire share capital will be able, if none of them oppose, to hold a general meeting and take any decision within the competence of the meeting, without respecting the formalities required for its convocation.

Article 122

In the case of closed companies, the articles of association may provide for the holding of general meetings by correspondence.
(As of 21-07-2019, Article 122 of Section II, Chapter IV, Title III was amended by Article 54, Point 12, Chapter XI of LAW No. 129 of 11 July 2019, published in the MONITORUL OFICIAL No. 589 of 18 July 2019)

Article 123

(1) Abrogated.
(As of 21-07-2019, Paragraph (1) of Article 123, Section II, Chapter IV, Title III was repealed by Article 54, Point 13, Chapter XI of LAW no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )
(2) The board of directors, or the management board, shall set a reference date for shareholders entitled to be notified and to vote at the general meeting, which shall remain valid even if the general meeting is reconvened due to lack of quorum. The reference date thus set shall be after the publication of the notice and no later than 60 days before the date on which the general meeting is first convened.
(Par. (2) of Art. 123 was amended by Art. I para. 67 of LAW No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006.)
(3) Shareholders entitled to receive dividends or to exercise any other rights are those registered in the company's records or in the independent private register of shareholders, corresponding to the reference date.

Article 124

(1) Abrogated.
(1) Article 124 paragraph (1) was repealed by Article 10 paragraph (5) Section 3 Chapter II of LAW No. 71 of June 3, 2011, published in the MONITORUL OFICIAL No. 409 of June 10, 2011.
(2) If real movable guarantees are constituted on the shares, the voting right belongs to the owner.

Article 125

(1) Shareholders may participate and vote in the general meeting by proxy, based on a power of attorney granted for that general meeting.
(1) Article 125 para. (1) was amended by Article I para. 68 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) Shareholders who lack legal capacity, as well as legal entities, may be represented by their legal representatives, who in turn may empower other persons for the respective general meeting.
(2) Para. (2) of Article 125 was amended by Article I, para. 68 of Law No. 441 of November 27, 2006, published in the Official Gazette of Romania, No. 955 of November 28, 2006.
(3) Proxies must be deposited in the original 48 hours before the assembly or within the time limit provided for in the articles of association, under penalty of losing the right to vote in that assembly. The proxies will be retained by the company, and a note will be made of this in the minutes.
(3) Article 125 para. (3) was amended by Article 1 para. (68) of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(4) Repealed.
(4) of Article 125 was repealed by Article I, paragraph (69) of LAW No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006. )
(5) Members of the board of directors, directors, respectively members of the management board and supervisory board, or officials of the company can not represent shareholders, under penalty of nullity of the decision, if, without their vote, the required majority would not have been obtained.
(5) Article 125 para. (5) was amended by Article 1 para. (68) of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.

Article 126

(1) Shareholders who are members of the board of directors, the management board or the supervisory board may not vote, either in person or by proxy, on the discharge of their management or on a matter in which their person or administration is under discussion.
(2) The respective persons may, however, vote on the annual financial statement if the majority prescribed by law or the articles of association cannot be formed.

(As of 01-12-2006, Article 126 was amended by Article I, paragraph 70 of LAW No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006. )

Article 127

(1) A shareholder who, in a given transaction, has, either personally or as the proxy of another person, an interest contrary to that of the company, shall abstain from deliberations on that transaction.
(2) The shareholder who contravenes this provision is liable for damages to the company, if, without his vote, the required majority would not have been obtained.

Article 128

(1) The right to vote cannot be ceded.
(2) Any agreement by which the shareholder undertakes to exercise voting rights in accordance with instructions given or proposals made by the company or persons with powers of representation is null and void.

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 128a was modified)

Article 129

(1) The meeting of the general assembly shall be opened by the chairman of the board of directors or the board of management, or by his deputy, at the date and time indicated in the notice of meeting.
(1) Article 129 para. (1) was amended by Article I para. 72 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) The General Meeting shall elect, from among the shareholders present, 1 to 3 secretaries, who shall check the attendance list of shareholders, indicating the social capital represented by each, the minutes drawn up by the technical secretary for the establishment of the number of shares deposited and the fulfillment of all legal formalities and required by the articles of association for the holding of the General Meeting.
(2) Article 129 para. (2) was amended by Article 1 para. 72 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(3) The general meeting may decide that the operations provided for in the previous paragraph are supervised or carried out by a notary public, at the expense of the company.
(4) One of the secretaries draws up the minutes of the general meeting.
(5) The Chairman may appoint one or more technical secretaries from among the company's employees to participate in the execution of the operations provided for in the preceding paragraphs.
(5) Article 129 para. (5) was amended by Article 1 para. (72) of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(6) After verifying the fulfillment of the legal requirements and the provisions of the articles of association for the holding of the general meeting, the agenda is entered.
(7) Resolutions on agenda items that have not been published in accordance with the provisions of Articles 117 and 117^1 cannot be adopted, unless all shareholders are present or represented and none of them objects to or challenges such resolution.
(7) Para. (7) of Article 129 was inserted by Article 1, para. 73 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.

Article 130

(1) Resolutions of general meetings shall be taken by open ballot.
(2) Secret ballot shall be mandatory for the appointment or removal of members of the board of directors or members of the supervisory board, for the appointment, removal or dismissal of auditors or financial auditors and for decisions regarding the liability of members of the administration, management and control bodies of the company.
(As amended by Order no. 82 of June 28, 2007, published in the Official Gazette no. 446 of June 29, 2007, paragraph (2) of Article 130 was modified.)

Article 131

(1) A record, signed by the chairman and secretary, shall certify the fulfillment of the convocation formalities, the date and place of the general meeting, the shareholders present, the number of shares, the summary of the debates, the decisions taken, and, at the request of the shareholders, the declarations made by them during the meeting.
(2) The minutes shall be annexed with the documents referring to the convocation, as well as the lists of attendance of the shareholders.
(3) The minutes shall be entered in the register of general meetings.
(4) In order to be enforceable against third parties, the decisions of the general meeting shall be filed with the trade register within 15 days, for registration. They shall be published in the Official Gazette of Romania, Part IV.
(As of 26-11-2022, Paragraph (4) of Article 131, Section II, Chapter IV, Title III was amended by Point 34, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(5) Upon request, each shareholder shall be informed of the results of the vote for the resolutions taken at the general meeting. If the company has its own website, the results shall also be published on this website within 15 days of the date of the general meeting.
(5) of Article 131 was amended by Article I, paragraph (75) of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006. )

Article 132

(1) Resolutions passed by the general meeting within the limits of the law or the articles of association are binding even on shareholders who did not take part in the meeting or voted against.
(2) Resolutions of the general meeting contrary to the law or the articles of association may be challenged in court within 15 days from the date of publication in the Official Gazette of Romania, Part IV, by any of the shareholders who did not take part in the general meeting or who voted against and requested that this be inserted in the minutes of the meeting.
(3) When grounds for absolute nullity are invoked, the right to bring an action is imprescriptible, and the claim may be brought by any interested person.
(4) Members of the board of directors, or of the supervisory board, may not challenge the resolution of the general meeting concerning their removal from office.
(4) Article 132 para. (4) was amended by Article I para. 76 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(5) The claim shall be settled in a suit against the company, represented by its board of directors, or by its management board.
(5) Article 132 para. (5) was amended by Article I para. 76 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(6) If the resolution is challenged by all members of the board of directors, the company will be represented in court by the person appointed by the court president from among its shareholders, who will carry out the mandate with which he was entrusted until the general meeting, convened for this purpose, will appoint a representative.
(As of 29-06-2007, Alin. (6) of Art. 132 was amended by Art. I, para. 16 of EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in MONITORUL OFICIAL no. 446 of June 29, 2007.)
(7) If the resolution is challenged by all members of the board of directors, the company will be represented in court by the supervisory board.
(7) Para. (7) of Article 132 was amended by Article 1, para. 76 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(8) If several actions for annulment have been introduced, they can be joined.
(9) The application shall be heard in camera. The judicial decision rendered is subject to appeal only.
(As amended by Law no. 76 of 24 May 2012, published in the Official Monitor no. 365 of 30 May 2012, article 132, paragraph (9) was modified by article 18, Title IV, paragraph (10).)
(10) The final decision on cancellation shall be entered in the trade register and published in the Official Gazette of Romania, Part IV. From the date of publication, it shall be opposed to all shareholders.
(As amended by Law no. 76/2012, published in the Official Monitor no. 365/2012, article 132, paragraph (10) was modified by article 18, Title IV, paragraph (10). )
Note
Decision to admit: HP no. 7/2020, published in the Official Monitor no. 151 on February 25, 2020:

In interpreting and applying the provisions of Article 132 of the Companies Act No. 31/1990, as republished, as amended and supplemented, in relation to Article 116 of the same Act, special shareholders' resolutions may be challenged in court by way of an action for annulment.

Article 133

(1) Together with the filing of the annulment action, the plaintiff may request the court, by way of an interim injunction, to suspend the enforcement of the challenged decision.
(2) The court, granting the suspension, may require the plaintiff to post a bond.
(As amended by Law no. 76/2012, published in the Official Monitor no. 365/2012, article 133, paragraph 2 was modified)
(3) Repealed.
(3) of Article 133 was repealed by Article 18, Title IV, paragraph (12) of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012. )

Article 134

(1) Shareholders who did not vote in favor of a resolution of the general meeting have the right to withdraw from the company and request the purchase of their shares by the company, provided that the resolution of the general meeting concerns:
a) change of main activity;
b) cross-border transformation of the company;
(As of 23-07-2023, Letter b), Paragraph (1), Article 134, Section II, Chapter IV, Title III was amended by Article I, Point 3 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)
c) changing the form of the company;
d) the merger or division of the company, including cross-border.
(As of 23-07-2023, Letter d), Paragraph (1), Article 134, Section II, Chapter IV, Title III was amended by Article I, Point 3 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)
(2) The right of withdrawal may be exercised within 30 days from the date of publication of the general meeting resolution in the Official Gazette of Romania, Part IV, in the cases provided for in para. (1) lit. a)-c), and from the date of adoption of the general meeting resolution, in the case provided for in para. (1) lit. d).
(2^1) In the case of cross-border mergers, transformations and divisions, associates who are not in favour of the operation may exercise their right of withdrawal under the provisions of Articles 251^30, 251^49 and 251^69.
(As of 23-07-2023, Paragraph (2^1), Article 134, Section II, Chapter IV, Title III was amended by Point 3., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )
(3) The shareholders shall submit to the company's registered office, along with the written withdrawal statement, the shares they hold or, as the case may be, the shareholder certificates issued pursuant to Article 97.
(4) The price to be paid by the company for the shares of the shareholder exercising the withdrawal right shall be established by an independent authorised expert as the average value resulting from the application of at least two evaluation methods recognised by the legislation in force at the date of the evaluation. The expert shall be appointed by the trade register keeper in accordance with the provisions of Articles 38 and 39, at the request of the board of directors or the management board.
(As of 26-11-2022, Paragraph (4) of Article 134, Section II, Chapter IV, Title III was amended by Point 35, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(5) The costs of the evaluation will be borne by the company.

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 134a was modified)

Article 135

Abrogat.
(As of 01-12-2006, Art. 135 was repealed by art. I para. 78 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 136

(1) One or more shareholders representing, individually or together, at least 10% of the share capital may apply to the court to appoint one or more experts to examine certain transactions of the management of the company and to prepare a report, which shall be handed over to them and, at the same time, officially submitted to the board of directors, the supervisory board and the auditors or internal auditors of the company, as the case may be, for examination and proposal of appropriate measures.
(1) Article 136 para. (1) was amended by Article I para. 79 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(1^1) The management board, or the board of directors, shall include the report drawn up in accordance with para. (1) on the agenda of the next general meeting of shareholders.
(Art. 136 par. (1^1) was introduced in art. 1 by art. I para. 80 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )
(2) The experts' fees shall be borne by the company, except in cases where the referral was made in bad faith.

Article 136^1

Shareholders must exercise their rights in good faith, respecting the rights and legitimate interests of the company and other shareholders.
(Art. 136^1 was introduced by art. I para. 81 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Section III On the administration of the company
(Subsecţiunea I of Secţiunea a III-a, Chapter IV was introduced by art. I, para. 82 of LAW no. 441 of 27 November 2006, published in the MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 137

(1) The joint-stock company is administered by one or more directors, the number of whom shall always be odd. When there are several directors, they shall constitute a board of directors.
(2) Joint-stock companies whose annual financial statements are subject to a legal audit obligation are managed by at least 3 directors*).
(3) The provisions of this Act with respect to the board of directors and which do not relate to or presuppose plurality of directors shall apply to the sole director accordingly.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 137a was modified)

Article 137^1

(1) The administrators are appointed by the ordinary general meeting of shareholders, except for the first administrators, who are appointed by the articles of association.
(2) Candidates for the position of administrator are nominated by the current members of the board of directors or by the shareholders.
(3) During their term of office, the administrators may not conclude an employment contract with the company. In the case where the administrators have been appointed from among the company's employees, the individual employment contract is suspended for the duration of the mandate.
(4) The managers may be revoked at any time by the ordinary general meeting of shareholders. In the event of revocation without just cause, the manager is entitled to the payment of damages.
(Art. 137^1 was inserted by art. I para. 84 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Articolul 137^2

(1) In the event of vacancy of one or more positions of administrator, unless otherwise provided by the articles of association, the board of directors shall proceed to the appointment of provisional administrators, until the ordinary general meeting of shareholders.
(2) If the vacancy referred to in paragraph (1) reduces the number of directors below the legal minimum, the remaining directors shall immediately convene the ordinary general meeting of shareholders to fill the vacancy on the board of directors.
(3) In the event that the administrators fail to fulfill their obligation to convene the general meeting, any interested party may apply to the court to appoint the person responsible for convening the ordinary general meeting of shareholders, who shall make the necessary appointments.
(4) When there is a single administrator and he wishes to resign, he shall convene the ordinary general meeting.
(5) In case of death or physical impossibility to exercise the function of sole administrator, the provisional appointment will be made by the auditors, but the ordinary general meeting will be convened urgently for the definitive appointment of the administrator.
(6) In the event that the company does not have auditors, any shareholder may apply to the court which authorizes the convening of the general meeting by the shareholder who made the request or by another shareholder. By the same decision, the court approves the agenda, sets the reference date provided for in Article 123 (2), the date of the general meeting and, among the shareholders, the person who will chair it.
(Art. 137^2 was introduced by art. I para. 84 of Law no. 441 of 27 November 2006, published in the Official Gazette no. 955 of 28 November 2006. )

Article 138

Abrogat.
(On 01-12-2006, Art. 138 was repealed by art. I, para. 85 of the Law no. 441 of 27 November 2006, published in the MONITORUL OFICIAL no. 955 of 28 November 2006.)

Articolul 138^1

(1) In the event that in a joint-stock company the delegation of management powers to directors takes place, in accordance with art. 143, the majority of the members of the board of directors will be formed by non-executive administrators.
(2) For the purposes of this Act, non-executive members of the board of directors are those who have not been appointed as managing directors, in accordance with Article 143.*)
(Art. 138^1 was inserted by art. I, para. 86 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Articolul 138^2

(1) The articles of association or a resolution of the general meeting of shareholders may provide that one or more members of the board of directors must be independent.
(2) In the appointment of the independent administrator, the general meeting of shareholders shall take into account the following criteria:
a) not be a director of the company or of a company controlled by it and not have held such office in the last 5 years;
) not have been an employee of the company or of a company controlled by it, or to have had such an employment relationship in the last 5 years;
c) not to receive or have received from the company or from a company controlled by it any additional remuneration or other benefits other than those corresponding to his/her position as a non-executive administrator;
) not be a significant shareholder of the company;
e) not have, or have had in the last year, business relationships with the company or with a company controlled by it, either personally or as an associate, shareholder, manager, director or employee of a company that has such relationships with the company, if, by their substantial nature, they are likely to affect their objectivity;
f) not be, or have been in the last 3 years, a financial auditor or a salaried associate of the current financial auditor of the company or of a company controlled by it;
g) to be a director in another company where a director of the company is a non-executive administrator;
) not to have been a non-executive administrator of the company for more than 3 terms;
i) not to have family relations with a person in one of the situations provided in letters a) and d).
(As of 29-06-2007, Alin. (2) of Art. 138^2 was amended by Art. I para. (17) of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007. )

(Art. 138^2 was introduced by art. I, para. 86 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 139

Abrogat.
(As of 01-12-2006, Art. 139 was repealed by art. I para. 87 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 140

Abrogat.
(As of 01-12-2006, Article 140 was repealed by Article I, paragraph 87 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Articolul 140^1

(1) The board of directors elects a chairman of the board from among its members. The articles of association may provide that the chairman of the board is appointed by the ordinary general meeting, which appoints the board.
(2) The President is appointed for a term which may not exceed the duration of his term of office as manager.
(3) The President may be revoked at any time by the board of directors. If the President has been appointed by the general assembly, he/she can only be revoked by this one*).
(4) The President coordinates the activity of the board and reports on it to the general meeting of shareholders. He ensures the proper functioning of the company's organs.
(5) In the event that the President is temporarily unable to perform his duties, the Board of Directors may, during that period of inability, assign another administrator to perform the duties of the President.
(Art. 140^1 was introduced by art. I para. 88 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Articolul 140^2

(1) The Board of Directors may establish advisory committees consisting of at least two board members, tasked with conducting investigations and providing recommendations to the Board in areas such as auditing, compensation of directors, managers, auditors, and staff, or nominating candidates for various leadership positions. The committees shall regularly submit reports on their activities to the Board.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, para. 18 of art. I modified para. (1) of art. 140^2)
(2) At least one member of each committee established under para. (1) shall be an independent non-executive administrator. The audit and remuneration committees shall be composed solely of non-executive administrators. At least one member of the audit committee shall have experience in the application of accounting principles or in financial audit.
(3) Repealed.
(3) Para. (3) of Article 140^2 was repealed by Article I para. 19 of Emergency Ordinance No. 82 of June 28, 2007, published in the Official Journal of Romania No. 446 of June 29, 2007.

(Art. 140^2 was introduced by art. I, para. 88 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 141

(1) The Board of Directors meets at least once every three months.
(2) The Chairman convenes the board of directors, sets the agenda, ensures that board members are adequately informed about the items on the agenda, and presides over the meeting.
(3) The Board of Directors shall also be convened upon a reasoned request of at least 2 of its members or of the General Manager. In this case, the agenda shall be set by the authors of the request. The Chairman is obliged to comply with such a request.
(4) The notice convening the board of directors meeting shall be sent to the directors sufficiently in advance of the meeting date, the term may be set by decision of the board of directors. The notice shall include the date, place of the meeting and agenda. Decisions may be taken on matters not included in the agenda only in cases of urgency. The articles of association may impose stricter conditions regarding the matters regulated in this paragraph.
(5) A record shall be drawn up of each meeting, indicating the names of those present, the order of business transacted, the decisions taken, the number of votes cast, and any dissenting opinions. The record shall be signed by the chairman of the meeting and at least one other member of the board.

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 141a was modified)

Article 141^1

The managers and censors or, as the case may be, the internal auditors may be called to any meeting of the board of directors, meetings at which they are obliged to attend. They have no right to vote, except for managers who are also administrators.
(Art. 141^1 was introduced by art. I para. 90 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 142

(1) The Board of Directors is responsible for performing all necessary and useful acts for the achievement of the company's purpose, except those reserved by law for the general meeting of shareholders.
(2) The Board of Directors has the following core competencies, which cannot be delegated to the managers:
a) determining the main directions of activity and development of the company;
b) establishing accounting policies and the financial control system, as well as approving financial planning;
(As amended by Article 142 para. (2) lit. b) of Law no. 30-04-2008, published in the Official Gazette no. 333 of 30-04-2008. )
c) appointing and removing directors and fixing their remuneration;
d) monitoring the activity of the directors;
e) preparing the annual report, organizing the general meeting of shareholders and implementing its decisions;
f) the introduction of the application for the opening of the insolvency procedure of the company, according to Law no. 85/2006 on the insolvency procedure.
(3) The duties assigned to the board of directors by the general meeting of shareholders in accordance with Article 114 may not be delegated to the directors.

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 142a was modified)

Article 143

(1) The Board of Directors may delegate the management of the company to one or more directors, appointing one of them as General Manager.
(2) Directors may be appointed from among the directors or from outside the board of directors.
(3) If provided for in the articles of association or in a resolution of the general meeting of shareholders, the chairman of the board of directors of the company may also be appointed as managing director.
(4) In the case of joint-stock companies whose annual financial statements are subject to a legal obligation to conduct a financial audit, the delegation of management of the company in accordance with para. (1) is mandatory*).
(5) For the purposes of this Act, the director of a joint-stock company is only that person to whom the powers to manage the company have been delegated in accordance with paragraph (1). Any other person, regardless of the technical designation of the position held within the company, is excluded from the application of the norms of this Act with regard to the directors of joint-stock companies.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 143a was modified)

Article 143^1

(1) The directors are responsible for taking all measures related to the management of the company, within the limits of the company's object and respecting the exclusive powers reserved by law or by the articles of association to the board of directors and the general meeting of shareholders.
(2) The mode of organization of the activity of the directors may be established by the articles of association or by decision of the board of directors.
(3) Any administrator may require the directors to give information with respect to the management of the company's business. The directors shall regularly and fully inform the board of directors of the operations carried out and those contemplated.
(3) Para. (3) of Article 143^1 was amended by Article I, para. 20 of EMERGENCY ORDINANCE No. 82 of June 28, 2007, published in the Official Journal of Romania, No. 446 of June 29, 2007.
(4) Directors may be revoked at any time by the board of directors. In the event of revocation without just cause, the director in question is entitled to compensation.

(Art. 143^1 was introduced by art. I para. 93 of Law no. 441 of 27 November 2006, published in the Official Journal no. 955 of 28 November 2006. )

Articolul 143^2

(1) The Board of Directors represents the company vis-à-vis third parties and in court. Unless otherwise stipulated in the articles of incorporation, the Board of Directors represents the company through its Chairman.
(2) By the articles of association, the chairman and one or more directors may be empowered to represent the company, acting jointly or severally. Such a clause is opposable to third parties.
(3) By unanimous agreement, the directors who represent the company only by acting together can empower one of them to conclude certain operations or types of operations.
(4) In the event that the board of directors delegates the management powers of the company to the directors in accordance with Article 143, the power to represent the company belongs to the general director. The provisions of paragraphs (2)-(4) apply to the directors accordingly. However, the board of directors retains the attribute of representing the company in relations with the directors.
(5) The board of directors shall register with the trade register the names of the persons empowered to represent the company, indicating whether they act jointly or separately.
(As of 26-11-2022, Paragraph (5) of Article 143^2, Subsection I, Section III, Chapter IV, Title III was amended by Point 36, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

(Art. 143^2 was introduced by art. I, para. 93 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 144

Abrogat.
(As of 01-12-2006, Article 144 was repealed by Article I, paragraph 94 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 144^1

(1) Members of the board of directors shall exercise their mandate with the prudence and diligence of a good administrator.
(2) The administrator does not breach the duty set out in paragraph (1) if, at the time of taking a business decision, he or she is reasonably entitled to consider that he or she is acting in the company's interest and on the basis of adequate information.
(3) Business decision, within the meaning of this law, is any decision to take or not to take certain measures regarding the management of the company.
(4) Members of the board of directors will exercise their mandate with loyalty, in the interest of the company.
(5) Members of the board of directors shall not disclose confidential information and trade secrets of the company, to which they have access as administrators. This obligation survives the termination of their term as administrators.
(6) The content and duration of the obligations provided for in para. (5) shall be stipulated in the management contract.

(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, art. 144^1 was modified.)

Articolul 144^2

(1) The administrators are responsible for fulfilling all obligations, in accordance with the provisions of Articles 72 and 73.
(2) The administrators are liable to the company for the damage caused by the acts of the directors or the employed staff, when the damage would not have occurred if they had exercised the supervision imposed by the duties of their office.
(3) The directors will inform the board of directors of all irregularities found during the performance of their duties.
(4) The administrators shall be jointly and severally liable with their immediate predecessors if, having knowledge of the irregularities committed by them, they fail to report them to the auditors or, as the case may be, to the internal auditors and the statutory auditor.
(5) In companies with multiple directors, liability for acts or omissions does not extend to directors who have recorded their opposition in the register of board decisions and have notified the auditors or internal auditors and the financial auditor in writing.

(Art. 144^2 was introduced by art. I, para. 95 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 144^3

(1) The administrator who has, in a particular transaction, direct or indirect, interests opposed to those of the company shall disclose the fact to the other administrators and to the internal auditors or auditors and shall not take part in any deliberation in relation to such transaction.
(2) The administrator has the same obligation if, in a particular transaction, he knows that his spouse, relatives or in-laws up to the fourth degree inclusive are involved.
(3) Unless otherwise provided for in the articles of association, the prohibitions laid down in paragraphs (1) and (2) concerning the participation, deliberation and voting of directors shall not apply where the subject of the vote is:
a) offering for subscription, to an administrator or to the persons mentioned in para. (2), of shares or bonds of the company;
) granting by the administrator or the persons mentioned in para. (2) of a loan or the establishment of a guarantee in favour of the company.
(4) The administrator who does not comply with the provisions of paragraphs (1) and (2) is liable for any damage caused to the company.

(Art. 144^3 was introduced by art. I para. 95 of Law no. 441 of 27 November 2006, published in the MONITORUL OFICIAL no. 955 of 28 November 2006. )

Articolul 144^4

(1) It is prohibited for the company to grant loans to its managers through operations such as:
a) granting of loans to administrators;
b) granting of financial advantages to managers on the occasion of or subsequent to the conclusion by the company with these managers of operations for the delivery of goods, provision of services or execution of works;
c) the direct or indirect guarantee, in whole or in part, of any loans granted to the managers, whether prior to or subsequent to the granting of the loan;
d) the direct or indirect guarantee, in whole or in part, of the performance by the managers of any other personal obligations of the latter towards third parties;
e) the acquisition for value or the payment, in whole or in part, of a claim which is the subject of a loan granted by a third party to the managers or another personal performance by them.
(2) The provisions of para. (1) shall also apply to transactions in which the husband or wife, relatives or in-laws up to the fourth degree inclusive of the administrator are interested; also, if the transaction concerns a company of which one of the aforementioned persons is administrator or holds, alone or together with one of the aforementioned persons, a share of at least 20% of the value of the subscribed social capital.
(On 02-06-2012, para. (2) of art. 144^4 was amended by art. 18, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012, by replacing the phrase "commercial company" with the term "company". )
(3) The provisions of para. (1) shall not apply:
a) in the case of operations whose exigible value accumulated is less than the equivalent in lei of the sum of 5,000 euros;
b) if the transaction is concluded by the company under the conditions of its current business activities, and the clauses of the transaction are not more favorable for the persons referred to in para. (1) and (2) than those which the company normally practices towards third persons.

(Art. 144^4 was introduced by art. I para. 95 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 145

Abrogat.
(As of 01-12-2006, Article 145 was repealed by Article I, paragraph 96 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 146

Abrogat.
(On 01-12-2006, Article 146 was repealed by Article I, paragraph 96 of Law No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006.)

Article 147

Abrogat.
(On 01-12-2006, Article 147 was repealed by Article I, paragraph 96 of Law No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006.)

Article 148

Abrogat.
(As of 01-12-2006, Art. 148 was repealed by Article I, paragraph 96 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 149

Abrogat.
(As of 01-12-2006, Article 149 was repealed by Article I, paragraph 96 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 150

(1) Unless otherwise provided in the articles of association and subject to the provisions of Article 44^1, under penalty of nullity, the administrator may, in his own name, alienate or acquire goods from or to the company, having a value exceeding 10% of the net assets of the company, only after obtaining the approval of the extraordinary general meeting, under the conditions provided for in Article 115.
(1) Article 150 was amended by Article I, paragraph 97 of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006.
(1^1) Abrogated.
(As of 29-06-2007, Alin. (1^1) at art. 150 was repealed by art. I para. 22 of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in MONITORUL OFICIAL no. 446 of June 29, 2007.)
(2) The provisions of para. (1) shall also apply to rental or leasing operations.
(3) The value referred to in para. (1) shall be calculated by reference to the financial statement approved for the financial year preceding that in which the transaction takes place or, as the case may be, to the subscribed capital, if such a financial statement has not yet been submitted and approved.
(4) The provisions of this Article shall also apply to transactions in which one of the parties is the spouse of the manager or a relative or in-law, up to the fourth degree inclusive, of the latter; also, if the transaction is concluded with a company in which one of the aforementioned persons is a manager or director or holds, alone or together, a share of at least 20% of the value of the subscribed social capital, except in the case where one of the aforementioned companies is a subsidiary of the other.
(As of 02-06-2012, Alin. (4) of Art. 150 was amended by Art. 18, Title IV of LAW No. 76 of 24 May 2012, published in MONITORUL OFICIAL No. 365 of 30 May 2012, by replacing the phrase "commercial company" with the term "company" and the phrase "commercial companies" with the term "companies". )

Article 151

Abrogat.
(As of 01-12-2006, Art. 151 was repealed by art. I para. 99 of the Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 152

(1) The directors are liable for the failure to perform their duties. The provisions of Article 137^1 para. (3), Article 144^1, 144^3, 144^4, 150 and Article 153^12 para. (4) shall apply to the directors under the same conditions as to the managers.
(2) The remuneration of the directors, obtained under the management contract, is fiscally assimilated to salaries and is taxed in accordance with the legislation in the field.
(3) By way of derogation from Article 5 of Law No. 19/2000 on the public pension system and other social insurance rights, as subsequently amended and supplemented, the remuneration of the directors obtained under the terms of the mandate contract is assimilated to salary, from the point of view of the obligations arising for the director and the company from the legislation on the public pension system and other social insurance rights, including the right to industrial accident and occupational disease insurance, the legislation on the unemployment insurance and labour market stimulation system, as well as from the legislation on health insurance.
(As of 02-06-2012, Alin. (3) of Art. 152 was amended by Art. 18, Title IV of LAW No. 76 of May 24, 2012, published in MONITORUL OFICIAL No. 365 of May 30, 2012, by replacing the phrase "commercial company" with the term "company". )

(As of 29-06-2007, Art. 152 was amended by art. I para. 23 of the EMERGENCY ORDINANCE no. 82 of June 28th 2007, published in the MONITORUL OFICIAL no. 446 of June 29th 2007. )

Article 152^1

Microenterprises and small enterprises, as defined in Article 4 (1) (a) and (b) of Law No. 346/2004 on the stimulation of the establishment and development of small and medium-sized enterprises, with subsequent modifications and additions, may derogate from the provisions of Article 137 (2), Article 138^1 (1), Article 140^2 (2) and Article 143 (4).
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, art. 152^1 was modified)
(Subsecţiunea a II-a din secţiunea a III-a, cap. IV, a fost introdusă de pct. 102 al art. I din LEGEA nr. 441 din 27 noiembrie 2006, publicată în MONITORUL OFICIAL nr. 955 din 28 noiembrie 2006. )

Article 153

(1) The articles of association may provide that the joint-stock company is to be managed by a board of directors and a supervisory board, in accordance with the provisions of this subsection.
(2) The articles of association may be amended during the existence of the company by a resolution of the extraordinary general meeting of shareholders, in order to introduce or eliminate such a provision.
(3) The provisions of this Act concerning auditors shall not apply to companies opting for the dualistic system of administration.
(As of 01-12-2006, Art. 153 was amended by art. I para. 103 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

A. The Board of Directors
(Paragraful A of Subsection II of Section III of Chapter IV was introduced by Article 1, Point 104 of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006.)

Article 153^1

(1) The management of the joint-stock company is exclusively the responsibility of the board of directors, which performs the necessary and useful acts for the achievement of the company's purpose, with the exception of those reserved by law for the supervisory board and the general meeting of shareholders.
(2) The management board exercises its powers under the supervision of the supervisory board.
(3) The Board of Directors shall consist of one or more members, the number of whom shall always be odd.
(4) When there is a single member, he is referred to as the sole managing director. In this case, the provisions of Article 137(3) shall apply mutatis mutandis.
(5) In the case of joint-stock companies whose annual financial statements are subject to a legal audit obligation, the board of directors shall consist of at least 3 members.
(Art. 153^1 was introduced by art. I para. 104 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^2

(1) The members of the board of directors are appointed by the supervisory board, which also assigns one of them the function of chairman of the board of directors.
(2) The constitutive act shall determine the term of office of the board of directors, within the limits laid down in Article 153^12.
(3) Members of the board of directors may not simultaneously be members of the supervisory board.
(4) Members of the board of directors may be revoked at any time by the supervisory board. The articles of association may provide that they may also be revoked by the ordinary general meeting of shareholders. If their revocation occurs without just cause, the members of the board of directors are entitled to the payment of damages.
(5) In the event of a vacancy on the board of directors, the supervisory board shall promptly appoint a new member for the remainder of the term of office of the board of directors.
(6) With regard to the rights and obligations of members of the board of directors, Article 137^1 (3), Article 144^1, Article 144^2 (1), (4) and (5), Article 144^3, Article 144^4, Article 150 and Article 152 shall apply accordingly.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 153^2, paragraph (6) was modified.)

(Art. 153^2 was introduced by art. I para. 104 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^3

(1) The Board of Directors represents the company vis-à-vis third parties and in court.
(2) In the absence of a contrary provision in the articles of association, the members of the board of directors represent the company only by acting together.
(3) In the event that the members of the board of directors represent the company only by acting together, by their unanimous agreement, they may empower one of them to conclude certain operations or types of operations.
(4) The supervisory board represents the company in its dealings with the management board.
(5) The board of directors shall register with the trade register the names of its members, indicating whether they act jointly or separately.
(As of 26-11-2022, Paragraph (5) of Article 153^3, Letter A. , Subsection a II-a, Section a III-a, Chapter IV, Title III was amended by Point 37, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )

(Art. 153^3 was introduced by art. I para. 104 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^4

(1) At least once every three months, the board of directors shall submit a written report to the supervisory board on the management of the company, on its activities and on its possible development.
(2) In addition to the periodic reporting under para. (1), the management board shall promptly inform the supervisory board of any information on events that could have a significant influence on the company's situation.
(3) The Supervisory Board may request any information it deems necessary for the exercise of its supervisory functions from the Management Board and may carry out appropriate checks and investigations.
(4) Each member of the supervisory board has access to the information transmitted to the board.

(Art. 153^4 was inserted by art. I para. 104 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^5

(1) The Management Board shall submit the annual financial statements and its annual report to the Supervisory Board immediately after their preparation.
(2) At the same time, the management board submits to the supervisory board its detailed proposal for the distribution of the profit shown in the balance sheet for the financial year, which it intends to present to the general meeting.
(3) The provisions of Article 153^4 (4) shall apply mutatis mutandis.

(Art. 153^5 was introduced by art. I para. 104 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )
B. Supervisory Board
(Par. B of Subsect. II of Sect. III of Chap. IV was introduced by art. I para. 105 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^6

(1) The members of the supervisory board are appointed by the general meeting of shareholders, with the exception of the first members, who are appointed by the articles of association.
(2) Candidates for the supervisory board are nominated by the existing board members or by the shareholders.
(3) The number of members of the supervisory board is established by the articles of association. It may not be less than 3 and not more than 11.
(4) The members of the supervisory board may be revoked at any time by the general meeting of shareholders, with a majority of at least two-thirds of the votes of the shareholders present.
(5) The supervisory board elects a chairman of the board from among its members.

(Art. 153^6 was introduced by art. I para. 105 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^7

(1) In the event of a vacancy on the supervisory board, the board may appoint a temporary member until the general meeting convenes.
(2) If the vacation mentioned in para. (1) results in the number of members of the supervisory board falling below the legal minimum, the board of directors must convene the general meeting without delay to fill the vacancies.
(3) In the event that the board of directors fails to fulfill its obligation to convene the general meeting in accordance with para. (2), any interested party may apply to the court to appoint the person responsible for convening the ordinary general meeting of shareholders, who shall make the necessary appointments.

(Art. 153^7 was introduced by art. I para. 105 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^8

(1) Members of the supervisory board may not be members of the board of directors at the same time. They may also not be employees of the company while serving as members of the supervisory board.
(2) By the articles of association or by a resolution of the general meeting of shareholders, specific conditions of professionalism and independence may be laid down for members of the supervisory board. In assessing the independence of a member of the supervisory board, account shall be taken of the criteria laid down in Article 138^2(2).
(2) of Article 1538 was amended by Article 1, paragraph (3) of LAW No. 88 of April 8, 2009, published in MONITORUL OFICIAL No. 246 of April 14, 2009, which supplements Article I of EMERGENCY ORDINANCE No. 82 of June 28, 2007, published in MONITORUL OFICIAL No. 446 of June 29, 2007, with paragraph (261). )
(3) With regard to the rights and obligations of the members of the supervisory board, the provisions of Articles 144^1, 144^2 (1) and (5), 144^3, 144^4 and 150 shall apply accordingly.
(Art. 153^8 was introduced by art. I para. 105 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^9

(1) The supervisory board has the following main powers:
a) exercise permanent control over the management of the company by the board of directors;
b) appoints and dismisses the members of the board of directors;
c) check compliance with the law, with the articles of incorporation and with the decisions of the general meeting of the management operations of the company;
d) report at least once a year to the general meeting of shareholders on the supervision activities carried out.
(2) In exceptional cases, when the interest of the society requires it, the supervisory board may convene the general meeting of shareholders.
(3) The supervisory board cannot be assigned management responsibilities for the company. However, the articles of association may stipulate that certain types of transactions may only be carried out with the agreement of the supervisory board. If the supervisory board does not give its agreement for such a transaction, the board of management may seek the agreement of the ordinary general meeting. The resolution of the general meeting on such an agreement is passed by a three-quarters majority of the votes cast by the shareholders present. The articles of association may not provide for a different majority or other conditions.

(Art. 153^9 was inserted by art. I, para. 105 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^10

(1) The Supervisory Board may set up advisory committees consisting of at least two members of the Supervisory Board, which are responsible for conducting investigations and making recommendations to the Supervisory Board in areas such as auditing, remuneration of the Management Board and the Supervisory Board and staff, or nominating candidates for various management positions. The committees shall regularly report on their activities to the Supervisory Board.
(2) The Chairman of the Board of Directors may be appointed as a member of the nomination committee established by the Supervisory Board, without thereby acquiring the status of a member of the Board.
(3) At least one member of each committee established under paragraph (1) shall be an independent member of the supervisory board. At least one member of the audit committee shall have relevant experience in the application of accounting principles or in financial auditing.
(4) Repealed.
(4) of Article 15310 was repealed by Article 1, paragraph (3) of LAW No. 88 of April 8, 2009, published in MONITORUL OFICIAL No. 246 of April 14, 2009, which supplements Article I of EMERGENCY ORDINANCE No. 82 of June 28, 2007, published in MONITORUL OFICIAL No. 446 of June 29, 2007, with paragraph (26)2. )

(Art. 153^10 was inserted by art. I para. 105 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^11

(1) The Supervisory Board shall meet at least once every three months. The Chairman shall convene the Supervisory Board and shall chair the meeting.
(2) The supervisory board shall be convened at any time upon a reasoned request of at least 2 members of the board or upon a request of the management board. The board shall meet within 15 days of the convocation.
(As amended by Order no. 82 of June 28, 2007, published in the Official Journal of Romania, no. 446 of June 29, 2007, paragraph (2) of Article 15311 was modified.)
(3) If the President fails to comply with the request to convene the council in accordance with the provisions of para. (2), the authors of the request may convene the council themselves, setting the agenda for the meeting.
(4) Members of the management board may be invited to meetings of the supervisory board. They do not have voting rights in the council.
(5) A record shall be kept of each meeting, indicating the names of those present, the agenda, the order of proceedings, the decisions taken, the number of votes cast and any separate opinions. The record shall be signed by the chairman of the meeting and at least one other member present.
(Art. 153^11 was introduced by art. I para. 105 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

(Subsecţiunea a III-a a secţiunii a III-a din capitolul IV a fost introdusă de pct. 106 al art. I din LEGEA nr. 441 din 27 noiembrie 2006, publicată în MONITORUL OFICIAL nr. 955 din 28 noiembrie 2006. )

Article 153^12

(1) The term of office of the board of directors, as well as of the members of the management board and the supervisory board, is determined by the articles of association and may not exceed 4 years. They are eligible for re-election, unless otherwise provided in the articles of association.
(2) The term of office of the first members of the management board, respectively of the first members of the supervisory board, may not exceed 2 years.
(3) For the appointment of a manager, i.e. a member of the board of directors or supervisory board, to be legally valid, the person appointed must expressly accept it.
(4) The person appointed to one of the functions provided for in paragraph (3) must be insured against professional liability.
(As of 29-06-2007, Alin. (4) of Art. 153^12 was amended by Art. I para. 28 of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in MONITORUL OFICIAL no. 446 of June 29, 2007. )

(Art. 153^12 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^13

(1) The directors of a joint-stock company, in the unitary system, respectively the members of the board of directors, in the dualistic system, are natural persons.
A legal person may be appointed as a manager or member of the supervisory board of a joint-stock company. With this appointment, the legal person is obliged to appoint a permanent representative, a natural person. He is subject to the same conditions and obligations and has the same civil and criminal liability as a natural person manager or member of the supervisory board acting in his own name, without thereby exempting the legal person he represents from liability or reducing his joint and several liability. When the legal person revokes its representative, it is obliged to appoint a replacement at the same time.

(Art. 153^13 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^14

Abrogat.
(As of 29-06-2007, Art. 153^14 was repealed by art. I para. 29 of the EMERGENCY ORDINANCE no. 82 of June 28th 2007, published in the MONITORUL OFICIAL no. 446 of June 29th 2007. )

Article 153^15

The directors of a joint-stock company, in the unitary system, and the members of the board of directors, in the dualistic system, may not, without the authorization of the board of directors, respectively the supervisory board, be directors, administrators, members of the board of directors or of the supervisory board, auditors or, as the case may be, internal or associated auditors with unlimited liability, in other competing companies or having the same business object, nor may they exercise the same trade or another competing trade, on their own account or on that of another person, under penalty of revocation and liability for damages.
(Art. 153^15 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^16

(1) An individual may hold a maximum of five positions as a board member and/or supervisory board member in joint-stock companies headquartered in Romania. This provision applies equally to individual board members or supervisory board members and to the permanent representatives of legal entities who are board members or supervisory board members.
(2) The prohibition under para. (1) does not apply in cases where the person elected to the board of directors or the supervisory board is the owner of at least one-fourth of the total shares of the company or is a member of the board of directors or the supervisory board of a joint-stock company that owns the one-fourth mentioned.
(3) The person who violates the provisions of this article is required to resign from the functions of member of the board of directors or of the supervisory board which exceed the maximum number of mandates provided for in para. (1), within one month from the date of the occurrence of the situation of incompatibility. Upon expiry of this period, he shall lose the mandate obtained by exceeding the legal number of mandates, in the chronological order of appointments, and shall be obliged to return the remuneration and other benefits received to the company in which he exercised this mandate. The deliberations and decisions in which he took part in the exercise of this mandate remain valid.

(Art. 153^16 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^17

Before being appointed as a director or officer, respectively a member of the board of directors or the supervisory board of a joint-stock company, the nominee will inform the company body responsible for his appointment about any aspects relevant in terms of the provisions of Art. 153^15 and 153^16.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, art. 153^17 was modified.)

Article 153^18

(1) The remuneration of members of the board of directors or the supervisory board is established by the articles of association or by resolution of the general meeting of shareholders.
(2) The additional remuneration of members of the board of directors or the supervisory board responsible for specific functions within the respective body, as well as the remuneration of the managing directors in the unitary system or the members of the board of directors in the dualistic system, shall be determined by the board of directors or the supervisory board. The articles of association or the general meeting of shareholders shall set the general limits for all such remuneration.
(3) Any other advantages can only be granted in accordance with para. (1) and (2).
(4) The general meeting, the board of directors or the supervisory board and, if applicable, the remuneration committee shall ensure that, when setting remuneration or other benefits, these are justified in relation to the specific duties of the persons concerned and the economic situation of the company.

(Art. 153^18 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^19

The board of directors will request the commercial register to register the appointment of the directors, as well as any changes in the persons of the managers or directors. These data are published in the Official Gazette of Romania, Part IV. The same obligation rests with the board of directors with regard to the registration of the first members of the board of directors and of any changes in the persons of the members of the board of directors or of the supervisory board.
(As of 26-11-2022, Article 153^19 of Subsection III.a, Section III.a, Chapter IV, Title III was amended by Point 38, Article 129, Section 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 153^20

(1) For the validity of the decisions of the board of directors, the management board or the supervisory board, the presence of at least half of the number of members of each of these bodies is required, unless the articles of association provide for a larger number.
(2) Decisions within the board of directors, the management board or the supervisory board are taken by a majority vote of the members present. Decisions regarding the appointment or revocation of the chairpersons of these bodies are taken by a majority vote of the board members.
(3) Members of the board of directors, the board of management or the supervisory board may only be represented at meetings of the respective body by other members of the same body. A present member may represent only one absent member.
(4) The articles of association may provide that participation in meetings of the board of directors, the management board or the supervisory board may also take place through remote communication means, specifying the type thereof. At the same time, the articles of association may limit the type of decisions that can be made under these conditions and may provide for a right to object to such a procedure in favor of a determined number of members of the respective body.
(5) The means of remote communication provided for in para. (4) must meet the technical conditions necessary for identifying the participants, their effective participation in the council meeting and the continuous retransmission of the deliberations.
(6) Unless the articles of association provide otherwise, the chairman of the board of directors or the supervisory board shall have the casting vote in the event of an equal number of votes. The chairman of the board of directors who is at the same time the managing director of the company may not have the casting vote.
(7) If the incumbent chairman of the board of directors, the board of management or the supervisory board is unable or prohibited from participating in the vote in the respective body, the other members may elect a chairman of the meeting who has the same rights as the incumbent chairman.
(8) In case of a tie vote and if the President does not benefit from the decisive vote, the proposal subject to the vote is considered rejected.

(Art. 153^20 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^21

(1) The constitutive act may provide that, in exceptional cases, justified by the urgency of the situation and the interest of society, the decisions of the board of directors or the management board may be taken by unanimous vote expressed in writing by the members, without the need for a meeting of the respective body.
(2) The procedure laid down in paragraph (1) may not be used in the case of decisions of the board of directors or management board concerning the annual financial statements or the authorised capital.

(Art. 153^21 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^22

The board of directors, respectively the management, will be able to conclude legal acts on behalf and on account of the company, by which to acquire goods for it or to alienate, rent, exchange or constitute in warranty goods belonging to the patrimony of the company, the value of which exceeds half of the book value of the company's assets at the date of conclusion of the legal act, only with the approval of the general meeting of shareholders, given under the conditions of art. 115.
(Art. 153^22 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^23

Directorii și membrii consiliului de administrație, respectiv membrii directoratului și cei ai consiliului de supraveghere, sunt obligați să participe la adunările generale ale acționarilor.
(Art. 153^23 was introduced by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 153^24

(1) If the board of directors, or the management board, finds that, as a result of losses established by the legally approved annual financial statements, the net assets of the company, determined as the difference between the total assets and total liabilities of the company, have decreased to less than half of the subscribed capital, it shall immediately convene an extraordinary general meeting to decide whether the company should be dissolved.
(2) The articles of association may provide for the convening of an extraordinary general meeting even in the event of a less significant reduction in net assets than that provided for in paragraph (1), establishing this minimum level of net assets in relation to the subscribed share capital.
(3) The board of directors, or the management board, shall submit to the extraordinary general meeting convened in accordance with paragraph (1) a report on the company's financial position, accompanied by the comments of the auditors or, as the case may be, of the internal auditors. This report must be filed at the company's registered office at least one week before the date of the general meeting, so that it can be consulted by any interested shareholder. At the extraordinary general meeting, the board of directors, or the management board, shall inform the shareholders of any relevant facts that have occurred after the preparation of the written report.
(4) If the extraordinary general meeting does not decide to dissolve the company, the company is obliged, no later than the end of the financial year following the one in which the losses were incurred and subject to the provisions of Article 10, to reduce the share capital by an amount at least equal to the losses that could not be covered from reserves, if the net assets of the company have not been reconstituted to a level at least equal to half of the share capital during this period.
(5) In the event that the extraordinary general meeting is not conveneded in accordance with paragraph (1) or if the extraordinary general meeting is unable to validly deliberate at the second convocation, any interested person may apply to the court to request the dissolution of the company. Dissolution may also be requested if the obligation imposed on the company pursuant to paragraph (4) is not complied with. In either of these cases, the court may grant the company a term not exceeding 6 months to regularize the situation. The company shall not be dissolved if the reconstitution of the net assets to a level at least equal to half of the share capital takes place by the time the judicial decision on dissolution becomes final and definitive.
(5) Article 153^24 was amended by Article 18, Title IV, paragraph (13) of Law No. 76 of May 24, 2012, published in the Official Monitor No. 365 of May 30, 2012.

(Art. 153^24 was inserted by art. I para. 107 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )
Note
Decision to reject: HP No. 8/2024, published in the Official Monitor No.214 on March 14, 2024.

Article 154

Abrogat.
(As of 01-12-2006, Art. 154 was repealed by Article I, paragraph 108 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 155

(1) The action for damages against the founders, managers, directors, respectively members of the board of directors and supervisory board, as well as the auditors or financial auditors, for damages caused to the company by them through the breach of their duties towards the company, belongs to the general meeting, which will decide with the majority provided for in art. 112.
(2) The general meeting shall appoint, by the same majority, the person responsible for bringing the action before the courts.
(3) When the general meeting decides on the annual financial statements, it may also pass a resolution on the liability of the board of directors or the members of the board of directors and the supervisory board, even if this matter is not on the agenda.
(4) If the general meeting decides to bring an action for liability against the members of the board of management, their term of office shall automatically terminate as from the date of the resolution, and the general meeting or the supervisory board shall proceed to replace them.
(5) If the action is brought against the directors, they are automatically suspended from office until the final decision.
(5) Article 155 para. (5) of Law no. 571/2003 was amended by Article 18 para. 14 of Title IV of Law no. 76 of May 24, 2012, published in the Official Gazette of Romania, No. 365 of May 30, 2012.
(6) If the general meeting decides to bring an action for liability against the members of the supervisory board by the majority prescribed in Article 115 (1), the term of office of the respective members of the supervisory board shall terminate as a matter of law. The general meeting shall proceed to replace them.
(7) The action for liability against the members of the board of directors may also be brought by the supervisory board, following a decision by the board itself. If the decision is taken by a two-thirds majority of the total number of members of the supervisory board, the mandate of the respective members of the board of directors shall automatically cease, and the supervisory board shall proceed to replace them.

(As of 01-12-2006, Art. 155 was amended by art. I, para. 109 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 155^1

(1) If the general meeting does not introduce the liability action provided for in Article 155 and does not follow the proposal of one or more shareholders to initiate such an action, shareholders representing, individually or together, at least 5% of the share capital have the right to bring an action for damages, in their own name but on behalf of the company, against any person referred to in Article 155 (1).
(2) Persons exercising the right provided for in paragraph (1) must have already been shareholders on the date on which the issue of the action for liability was discussed in the general meeting.
(3) The court costs shall be borne by the shareholders who have brought the action. In the event of success, the shareholders are entitled to reimbursement by the company of the amounts advanced for this purpose.
(4) After the final decision of the court to accept the action provided for in para. (1), the general meeting of shareholders, respectively the supervisory board, may decide to terminate the mandate of the administrators, directors and members of the supervisory board, respectively of the management board, and to replace them.
(As of 02-06-2012, Alin. (4) of art. 155^1 was amended by art. 18, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012. )

(Art. 155^1 was introduced by art. I para. 110 of Law no. 441 of 27 November 2006, published in the Official Journal no. 955 of 28 November 2006. )

Article 156

Abrogat.
(As of 01-12-2006, Art. 156 was repealed by art. I para. 111 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 157

Abrogat.
(As of 01-12-2006, Art. 157 was repealed by art. I para. 111 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 158

Abrogat.
(On 01-12-2006, Article 158 was repealed by Article I, paragraph 111 of Law No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006.)

Section IV Financial audit, internal audit and auditors

Article 159

(1) The joint-stock company shall have three auditors and one alternate, unless the articles of association provide for a larger number. In all cases, the number of auditors must be odd.
(2) The auditors are elected by the general meeting of shareholders. Their term of office is 3 years and they may be re-elected.
(3) Auditors shall exercise their mandate in person.
(4) In joint-stock companies with a majority state-owned capital, one of the auditors is, by law, a representative of the Ministry of Economy and Finance.

(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, art. 159 a was modified)

Article 160

(1) The financial statements of companies subject to the legal obligation to audit shall be audited by financial auditors - natural or legal persons -, under the conditions provided by law.
(As of 02-06-2012, Alin. (1) of Art. 160 was amended by Art. 18, Title IV of LAW No. 76 of 24 May 2012, published in MONITORUL OFICIAL No. 365 of 30 May 2012, by replacing the phrase "commercial company" with the term "companies". )
(1^1) Companies that opt for the dualistic system of administration under Article 153 are subject to financial audit.
(Art. 160 par. (1^1) was introduced by art. I para. 114 of Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006.)
(1^2) Joint-stock companies whose financial statements are subject to financial audit, according to the law or option, in this sense, may not apply the provisions of art. 159 para. (1), the decision in this sense being taken by the general meeting of shareholders.
(As of 29-06-2007, Alin. (1^2) of art. 160 was amended by art. I para. 32 of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007. )
(2) Companies whose annual financial statements are subject to financial audit, according to the law or shareholders' decision, shall conduct internal audit in accordance with the standards developed by the Chamber of Financial Auditors of Romania.
(As of 02-06-2012, Alin. (2) of art. 160 was amended by art. 18, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012, by replacing the phrase "commercial company" with the term "companies". )
(3) For companies whose annual financial statements are not subject to financial audit under the law, the ordinary general meeting of shareholders shall decide on the engagement of a financial audit or the appointment of auditors, as the case may be.
(3) Para. (3) of Article 160 was amended by Article 18, Title IV, para. 31 of Law No. 76 of May 24, 2012, published in the Official Gazette of Romania, No. 365 of May 30, 2012, by replacing the phrase "commercial company" with the term "companies".

Article 160^1

The board of directors, or management board, shall register any change of the auditors, or financial auditors, with the trade register.
(As of 29-06-2007, Art. 160^1 was amended by art. I para. 34 of the EMERGENCY ORDINANCE no. 82 of June 28th 2007, published in MONITORUL OFICIAL no. 446 of June 29th 2007. )

Article 161

(1) Auditors may be shareholders, except for the expert auditor, who may be a third party practicing the profession individually or in associative forms.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 161 para. (1) was modified)
(2) There shall be no censors, and if any have been elected, they shall be removed from office:
a) relatives or in-laws up to and including the fourth degree or the spouses of the administrators;
b) persons who receive, in any form whatsoever, for functions other than those of auditor, a salary or remuneration from the managers or from the company, or whose employers are in contractual relations with the latter or are in competition with them;
c) persoanele cărora le este interzisă funcția de membru al consiliului de administrație, respectiv al consiliului de supraveghere și al directoratului, în temeiul art. 73^1;
(As amended by Article 161 para. (2) lit. c) of Law no. 17/2009, published in the Official Gazette no. 246 of 14 April 2009, which supplements Article I of Emergency Ordinance no. 82/2007, published in the Official Gazette no. 446 of 29 June 2007, with para. 35^1.)
) individuals who, during the exercise of the powers conferred by this position, have control powers within the Ministry of Public Finance or other public institutions, with the exception of situations expressly provided for by law.
(3) Auditors shall receive a fixed allowance, determined by the articles of association or the general meeting which appointed them.

Article 162

(1) In the event of the death, physical or legal disability, termination or resignation of a censor, he/she shall be replaced by the alternate.
(2) In the situation provided for in paragraph (1), as well as in the situation where the number of auditors cannot be completed by replacing with substitutes or no auditor remains in office, the administrators will convene the general meeting as a matter of urgency in order to designate a new auditor.

(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 162a was modified)

Article 163

(1) Auditors are required to supervise the management of the company, verify that the financial statements are legally drawn up and in compliance with the records, if the latter are kept regularly, and whether the valuation of assets has been made in accordance with the rules established for the preparation and presentation of financial statements.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 163, paragraph (1) was modified.)
(2) On all these matters, as well as on the proposals they consider necessary regarding the financial statements and profit distribution, the auditors shall submit a detailed report to the general meeting. The manner and procedure for reporting by the internal auditors shall be established according to the standards developed by the Chamber of Financial Auditors of Romania.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 163, paragraph (2) was modified.)
(3) The General Meeting of Shareholders may approve the annual financial statements only if they are accompanied by the report of the auditors or, as the case may be, of the statutory auditors.
(4) Repealed.
(4) of Article 163 was repealed by Article I, paragraph 119 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )
(5) The auditors or, where appropriate, the internal auditors shall bring to the attention of the board of directors any irregularities in management and any breaches of legal provisions and of the articles of association which they discover, and shall bring the most important cases to the attention of the general meeting.
(5) Article 163 was amended by Article I, paragraph 118 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.

Article 164

(1) Auditors have the right to obtain from the administrators a report on the progress of operations every month.
(2) Repealed.
(2) of Article 164 was repealed by Article I, paragraph 120 of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006. )
(3) It is prohibited for censors to communicate to shareholders or third parties data relating to the operations of the company, found on the occasion of the exercise of their mandate.

Article 164^1

(1) Each shareholder has the right to claim to the auditors the facts that he believes should be audited, and they will take them into account when drawing up the report to the general meeting.
(2) In the event that the claim is made by shareholders representing, individually or together, at least 5% of the share capital or a smaller proportion, if the articles of association provide for this, the auditors are obliged to verify it. If they consider that the claim is justified and urgent, they are obliged to immediately convene the general meeting and present their observations to it. Otherwise, they must discuss the claim at the first meeting. The general meeting must make a decision on the claims.
(3) In the case of companies where internal auditors have been appointed in accordance with the law, any shareholder shall have the right to demand that they verify the facts which he believes should be checked. The internal auditors shall take these into account when drawing up the report for the management board or the supervisory board. If the claim is made by shareholders representing, individually or together, at least 5% of the share capital or a smaller share, if the articles of association provide for this, the internal auditors are obliged to verify the facts claimed, and if they are confirmed, they shall be recorded in a report which shall be communicated to the management board or the supervisory board and made available to the general meeting; in this case, the management board or the supervisory board shall be obliged to convene the general meeting.

(Art. 164^1 was inserted by art. I para. 121 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 165

(1) In order to fulfill the obligation provided for in Article 163 (2), the auditors will deliberate together; however, in case of disagreement, they will be able to draw up separate reports, which will have to be presented to the general meeting.
(2) For other obligations imposed by law, the auditors may work separately.
(3) The censors shall record their deliberations and the findings made in the exercise of their mandate in a special register.

Article 166

(1) The scope and effects of the liability of the auditors are determined by the rules of the mandate.
(2) Their removal can only be done by the general assembly, with the vote required at the extraordinary assemblies.
(3) The provisions of Articles 73 and 153^16 shall also apply to auditors.
(3) Para. (3) of Article 166 was amended by Article 1, para. 5 of Law No. 88 of April 8, 2009, published in MONITORUL OFICIAL No. 246 of April 14, 2009, which amends Article I, para. 38 of Emergency Ordinance No. 82 of June 28, 2007, published in MONITORUL OFICIAL No. 446 of June 29, 2007. )

Section V. On the issuance of bonds

Article 167

(1) The nominal value of a bond cannot be less than 2.5 lei.
(1) Article 167 para. (1) was amended by Article I para. 122 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(2) Bonds of the same issue must be of equal value and confer equal rights on their holders.
(3) Bonds may be issued in physical form, on paper support, or in dematerialized form, by registration in an account.

Article 168

Abrogat.
(On 01-12-2006, Art. 168 was repealed by Art. I para. 123 of the Law No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006.)

Article 169

Abrogat.
(On 01-12-2006, Art. 169 was repealed by art. I para. 123 of the Law no. 441 of 27 November 2006, published in the MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 170

(1) The subscription of the bonds shall be made on the copies of the emission prospectus.
(2) The value of the subscribed bonds must be fully paid up.
(3) The bond titles shall include the data provided for in the capital market legislation.
(3) Para. (3) of Article 170 was amended by Article I, para. 124 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(4) The titles shall be signed in accordance with the provisions of Article 93(4).
(5) The nominal value of the convertible bonds shall be equal to that of the shares.

Article 171

(1) Bondholders may meet in a general assembly to deliberate on their interests.
(2) The assembly shall be convened at the expense of the company which issued the bonds, at the request of a number of holders representing one-fourth of the issued and outstanding bonds or, after the appointment of representatives of the bondholders, at their request.
(3) The provisions laid down for the ordinary meeting of shareholders shall apply to the meeting of bondholders as regards forms, conditions, terms of convocation, deposit of titles and voting.
(4) The issuing company cannot participate in the deliberations of the bondholders' meeting, on the basis of the bonds it holds.
(5) Bondholders may be represented by agents other than the managers, directors, or members of the board of directors, supervisory board, or auditors, or employees of the company.
(5) Para. (5) of Article 171 was amended by Article I, para. 125 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.

Article 172

(1) The duly constituted bondholders' meeting may:
a) to appoint a representative of the bondholders and one or more alternates, with the right to represent them vis-à-vis the company and in court, fixing their remuneration; they may not take part in the administration of the company, but they will be able to attend its general meetings;
b) to perform all acts of supervision and defense of their common interests or authorize a representative to perform them;
c) to constitute a fund, which may be drawn from the interest due to the bondholders, to meet the expenses necessary for the defence of their rights, establishing at the same time the rules for the management of this fund;
d) oppose any change to the articles of association or the loan conditions that might prejudice the rights of bondholders;
e) to decide on the issue of new bonds.
(2) The decisions of the assembly shall be made known to the company, within a maximum term of 3 days from their adoption.

Article 173

For the validity of the deliberations provided for in Article 172 (1) (a), (b) and (c), the resolution is adopted by a majority representing at least one-third of the issued and outstanding shares; in other cases, the presence in the meeting of the holders representing at least two-thirds of the outstanding shares and the favorable vote of at least four-fifths of the shares represented at the meeting are required.

Article 174

(1) Resolutions passed by the bondholders' meeting are binding on bondholders who did not attend the meeting or voted against them.
(2) The decisions of the bondholders' meeting may be challenged in court by the bondholders who did not participate in the meeting or voted against and requested to be entered in the minutes of the meeting, within the time limit and with the effects shown in Articles 132 and 133.

Article 175

Legal action by the bondholder against the company is inadmissible if it has the same object as the action brought by the representative of the bondholders or is contrary to a resolution of the bondholders' meeting.

Article 176

(1) Bonds are repaid by the issuing company at maturity.
(2) Before the due date, obligations from the same issue and with the same value may be redeemed, by drawing lots, at a sum higher than their nominal value, established by the company and publicly announced at least 15 days before the date of the drawing.
(3) Convertible bonds can be converted into shares of the issuing company, under the conditions established in the public offering prospectus.

Section VI On the company's registers and on the annual financial statements

Article 177

(1) In addition to the evidence provided by law, joint-stock companies must keep:
a) a register of shareholders indicating, where appropriate, their full names, personal numerical code, denomination, domicile or registered office of the shareholders, as well as the payments made on account of the shares. The record of the shares traded on a regulated market/alternative trading system shall be kept in compliance with the specific legislation on the capital market;
(As amended by Article 54, point 14, Chapter XI of LAW No. 129 of 11 July 2019, published in the MONITORUL OFICIAL No. 589 of 18 July 2019)
b) a register of the meetings and deliberations of the general assemblies;
c) a record of the meetings and deliberations of the board of directors, the management board and the supervisory board;
(As amended by Law No. 441 of November 27, 2006, published in the Official Monitor No. 955 of November 28, 2006, article 177 (1) lit. c) was amended.)
d) repealed;
(As amended by Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006, article 177, paragraph (1) was repealed. )
e) a register of the minutes and findings made by the auditors and, where appropriate, the internal auditors, in the exercise of their mandate;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, art. 177 para. (1) lit. e) was amended.)
f) a register of bonds, indicating the total amount of bonds issued and redeemed, as well as the name and surname, name, domicile or headquarters of the holders, when they are nominative. The record of bonds issued in dematerialized form and traded on a regulated market or through an alternative trading system will be kept in accordance with the specific legislation of the capital market;
(As amended by Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006, article 177 (1) lit. f) was amended.)
g) orice alte registre prevăzute de acte normative speciale.
(Amend. (1) to Art. 177 was introduced by Art. I, para. 128 of Law No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006. )
(2) The registers provided for in para. (1) lit. a), b) and f) shall be kept by the board of directors, respectively the management board, the one provided for in lit. c) by the body concerned, and the one provided for in lit. e) by the auditors or, as the case may be, the internal auditors; the registers provided for in para. (1) lit. g) shall be kept in accordance with the provisions of the relevant regulatory acts.
(2) Article 177 para. (2) was amended by Article I para. 129 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.

Article 178

(1) The administrators, or members of the board of directors, or, as the case may be, the entities that maintain the shareholder register in accordance with the legal provisions, are obliged to make available to the shareholders and any other applicants information on the shareholder structure of that company and to issue, upon request, at their own expense, certificates regarding these data.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 178 para. (1) was modified.)
(2) They shall also make available to shareholders and bondholders, on the same terms, the registers referred to in Article 177(1)(b) and (f).

Article 179

The register of shareholders and the register of bonds may be kept manually or in computerized system.

Article 180

(1) The company may contract with an independent private register company to keep the shareholders' register in a computerized system and to carry out the records and other operations related to this register.
(As of 02-06-2012, Alin. (1) of art. 180 was amended by art. 18, para. 31, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012, by replacing the phrase "commercial company" with the term "company". )
(2) The provisions of the preceding paragraph shall apply mutatis mutandis to the register of bonds.
(3) Keeping the register of shareholders and/or the register of bonds by an independent, authorised register keeper is mandatory in cases provided by law.
(4) In the event that the shareholders' register is kept by an authorized independent registration company, the company's name and registered office, as well as any changes to these identification elements, must be entered in the commercial register.

Article 181

The board of directors, or management board, must submit the annual financial report for the previous fiscal year, along with their report and supporting documents, to the auditors, or internal and financial auditors, at least 30 days before the date set for the general meeting.
(As of 01-12-2006, Art. 181 was amended by art. I para. 131 of the Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 182

(1) The annual financial statements shall be drawn up in accordance with the legal provisions.
(2) The annual financial statements of companies shall be audited or reviewed, as provided by law.
(2) Article 182(2) was amended by Article 18, Title IV, paragraph 31 of Law No. 76 of 24 May 2012, published in the Official Monitor No. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies".

Article 183

(1) From the company's profit, at least 5% will be deducted each year for the formation of the reserve fund, until it reaches at least a fifth of the social capital.
(2) If the reserve fund, after its establishment, has decreased for any reason, it shall be completed, in compliance with the provisions of para. (1).
(3) The surplus from the sale of shares at a price higher than their nominal value is also included in the reserve fund, even if it has reached the amount provided for in para. (1), if this surplus is not used to pay the issue expenses or intended for write-downs.
(4) The founders shall participate in the profits, if this is provided for in the articles of association or, in the absence of such provisions, has been approved by the extraordinary general meeting.
(5) In all cases, the conditions for participation shall be established by the general meeting, for each financial year.

Article 184

(1) The report of the auditors or, as the case may be, of the statutory auditor shall be deposited at the registered office of the company and at the registered office of the branches in the 15 days preceding the general meeting, for consultation by the shareholders.
(2) Upon request, the board of directors, or management board, shall provide shareholders with copies of these documents. The fees charged for providing these copies may not exceed the administrative costs involved.

(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 184a was modified)

Article 185

(1) Under the conditions provided by the Accounting Law no. 82/1991, republished, the board of directors, respectively the management, is obliged to submit to the territorial units of the Ministry of Public Finance, in paper format and in electronic format or only in electronic form, with an attached extended electronic signature, the annual financial statements, their report, the report of the auditors or the financial auditors, as the case may be.
(2) The board of directors, or the management board of the parent company, as defined by the applicable accounting regulations, is required to submit to the territorial units of the Ministry of Public Finance copies of the consolidated annual financial statements, with the provisions of para. (1) to be applied accordingly.
(3) For the purpose of legal publicity, the Ministry of Public Finance shall electronically transmit to the National Office of the Trade Register copies of the following acts in electronic form: the annual financial statements and, where applicable, the consolidated annual financial statements, the report and, where applicable, the consolidated report of the board of directors, respectively of the management board, the report of the auditors or the financial auditors' report, as well as the economic and financial indicators necessary for legal publicity. Legal publicity shall be ensured by mentioning in the trade register the filing of the annual financial statements, accompanied by the report of the board of directors, respectively of the management board, the report of the auditors or the financial auditors' report, as well as by publishing the economic and financial indicators extracted therefrom.
(4) Repealed.
(As of 04-11-2020, Paragraph (4) of Article 185, Section VI, Chapter IV, Title III was repealed by Article I, Point 6 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020, as amended by the RECTIFICATION No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1028 of 4 November 2020.)
(5) Repealed.
(As of 04-11-2020, Paragraph (4) of Article 185, Section VI, Chapter IV, Title III was repealed by Article I, Point 6 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020, as amended by the RECTIFICATION No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1028 of 4 November 2020.)
(6) The Ministry of Public Finance and the National Office of the Trade Register shall conclude a collaboration protocol, in order to transmit, in electronic format, the copies and information provided for in para. (3).
(As of 05-11-2020, Paragraph (6) of Article 185, Section VI, Chapter IV, Title III was amended by Article 1, Point 7 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020)

(As amended by Order no. 90 of September 29, 2010, published in the Official Monitor no. 674 of October 4, 2010, Article 185a was modified)

Article 186

The approval of the annual financial statements by the general meeting does not prevent the exercise of the action in liability, in accordance with the provisions of art. 155.
(As of 01-12-2006, Article 186 was amended by Article I, paragraph 134 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Chapter V Joint-stock Companies

Article 187

The provisions of this chapter shall be supplemented by the rules on joint-stock companies, with the exception of those relating to the dualist system of management.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, art. 187 a was modified)

Article 188

(1) The management of the company is entrusted to one or more general partners.
(2) The provisions of Articles 80-83 shall apply to limited partners, and those of Articles 89 and 90 to general partners.

Article 189

(1) In the joint-stock company with limited liability, the managers may be removed by the general meeting of shareholders, by a resolution passed by the majority required for extraordinary meetings.
(2) The general meeting, by the same majority, elects another person in place of the revoked, deceased or ceased administrator.
(As amended by Order no. 82 of June 28, 2007, published in the Official Gazette no. 446 of June 29, 2007, para. 42 of art. I modified para. (2) of art. 189)
(3) The appointment must also be approved by the other directors, if any.
(4) The new administrator becomes a commanditary partner.
(5) The removed manager remains unlimited liable to third parties for the obligations he has entered into during his administration, but he may exercise a regressive action against the company.

Article 190

Commandite partners, who are administrators, cannot take part in the deliberations of the general assemblies for the election of the auditors or, as the case may be, of the financial auditor, even if they hold shares of the company.
(As of 01-12-2006, Art. 190 was amended by art. I para. 136 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Chapter VI Limited Liability Companies

Article 191

(1) The decisions of the partners are taken in the general assembly.
(2) The articles of association may provide that voting may also be done by post.

Article 192

(1) The general meeting decides by a vote representing the absolute majority of the associates and social parties, except when the constitutive act provides otherwise.
(2) Repealed.
(As of 26-11-2022, Paragraph (2) of Article 192, Chapter VI, Title III was repealed by Article 129, Point 39, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 193

(1) Each shareholder is entitled to one vote.
(2) A partner may not exercise his right to vote in the deliberations of the partners' meetings regarding his contributions in kind or the legal acts concluded between them and the company.
(3) If the legally constituted assembly cannot take a valid decision due to the lack of the required majority, the reconvened assembly may decide on the agenda, regardless of the number of partners and the part of the capital stock represented by the partners present.

Article 194

(1) The general meeting of partners has the following main obligations:
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, the introductory part of paragraph (1) of Article 194 was modified.)

a) approve the annual financial statements and determine the allocation of net profit;
b) to appoint and dismiss the managers and auditors, to grant them a discharge and to decide on the financial audit, when this is not mandatory, according to the law;
(As amended by Article 194 para. (1) lit. b) of Law no. 29-06-2007, lit. b) was amended by Article I para. 43 of EMERGENCY ORDINANCE no. 82 of 28 June 2007, published in MONITORUL OFICIAL no. 446 of 29 June 2007. )
c) to decide on the prosecution of the administrators and auditors for damages caused to the company, also designating the person in charge of exercising it;
(As amended by Article 194 para. (1) lit. c) of Law no. 29-06-2007, published in the Official Gazette no. 446 of 29-06-2007. )
d) to amend the articles of association.
(2) In the latter case, if the articles of association provide for the right of withdrawal of the partner because he does not agree with the changes made to it, the provisions of Articles 224 and 225 shall apply.

Article 195

(1) The administrators are required to convene the assembly of the associates at the company's registered office at least once a year or whenever necessary.
(2) A partner or a number of partners representing at least one-fourth of the share capital may request the convening of the general meeting, indicating the purpose of this convocation.
(3) The convocation of the meeting shall be made in the form provided for in the articles of association, and in the absence of a special provision, by registered letter, at least 10 days before the date fixed for its holding, indicating the agenda.
Note
Decision to admit: HP No. 55/2020, published in the Official Monitor No. 969 of October 21, 2020:

In interpreting the provisions of Article 195 (3) of Law No. 31/1990, as republished, with subsequent modifications and additions, the term of 10 days begins to run from the date on which the convocation of the general meeting by registered letter has reached the addressees, if the articles of association or a special provision of the law do not provide for another form of communication.

Article 196

The provisions laid down for joint-stock companies, as regards the right to challenge general meeting resolutions, shall also apply to limited liability companies, the 15-day time limit laid down in Article 132 (2) being deemed to commence on the date on which the partner became aware of the general meeting resolution being challenged.

Article 196^1

(1) In the case of single-member limited liability companies, the sole associate will exercise the powers of the general meeting of associates of the company.
(2) The sole associate shall immediately record in writing any decision adopted in accordance with para. (1).
(3) The sole associate may be a salaried employee of the limited liability company of which he is the sole associate.
(3) Para. (3) of Article 196^1 was amended by Article I, para. 44 of EMERGENCY ORDINANCE No. 82 of June 28, 2007, published in the Official Gazette of Romania, No. 446 of June 29, 2007.
(4) Eliminate.

Alin. (4) of Art. 196^1 was deleted by the repeal of point 45 of Art. I of EMERGENCY ORDINANCE No. 82 of June 28, 2007, published in the MONITORUL OFICIAL No. 446 of June 29, 2007 by point 6 of the single Art. of LAW No. 88 of April 8, 2009, published in the MONITORUL OFICIAL No. 246 of April 14, 2009.

(Art. 196^1 was introduced by art. I para. 138 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 197

(1) The company is managed by one or more directors, associated or not, appointed by the articles of association or the general meeting.
(2) The administrators cannot receive, without the authorization of the assembly of associates, the mandate of administrator in other competing companies or having the same business object, nor to do the same kind of trade or another competing on their own account or on behalf of another natural or legal person, under the penalty of revocation and liability for damages.
(3) The provisions of Articles 75, 76, 77 (1) and 79 shall also apply to limited liability companies.
(4) The provisions concerning the administration of joint-stock companies are not applicable to limited liability companies, whether or not they are subject to the obligation to audit.
(4) Alin. (4) al art. 197 a fost introdus de pct. 7 al art. unic din LEGEA nr. 88 din 8 aprilie 2009, publicată în MONITORUL OFICIAL nr. 246 din 14 aprilie 2009 care completează art. I din ORDONANȚA DE URGENȚĂ nr. 82 din 28 iunie 2007, publicată în MONITORUL OFICIAL nr. 446 din 29 iunie 2007, cu pct. 45^1. )

Article 198

(1) The company must keep, through the care of the managers, a register of associates, in which the names and surnames, the name, the domicile or the headquarters of each associate, his part in the social capital, the transfer of the social parts or any other modification concerning them will be inscribed.
(2) The administrators shall be jointly and severally liable for any damage caused by failure to comply with the provisions of para. (1).
(3) The register may be inspected by partners and creditors.

Article 199

(1) The provisions of Article 160(1), (1a) and (2), as well as of Article 160a, shall apply mutatis mutandis.
(As amended by Order no. 82 of June 28, 2007, published in the Official Journal of Romania, no. 446 of June 29, 2007, article 199 para. (1) was modified)
(2) For companies that do not fall under Article 160 (1), the partners' meeting may appoint one or more auditors or a financial auditor.
(2) Article 199(2) was amended by Article 18(31) of Title IV of Law No. 76 of 24 May 2012, published in the Official Gazette of Romania, No. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies".
(3) If the number of partners exceeds 15, the appointment of auditors is mandatory.
(4) The provisions laid down for auditors of joint-stock companies shall also apply to auditors of limited liability companies.
(5) In the absence of auditors or, as the case may be, of the financial auditor, each of the partners who is not a manager of the company shall exercise the right of control which the partners have in partnerships.
(5) Para. (5) of Article 199 was amended by Article I, para. 139 of Law No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006.

Article 200

A limited liability company cannot issue bonds.

Article 201

(1) The financial statements shall be drawn up in accordance with the rules laid down for joint-stock companies, with due application of the provisions of Article 185.
(As of 21-07-2019, paragraph (1) of Article 201, Chapter VI, Title III was amended by Article 54, Point 15, Chapter XI of LAW no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )
(2) The provisions laid down for reserve funds in joint stock companies, as well as those concerning the reduction of the capital stock, shall also apply to limited liability companies.

Article 202

(1) Shares can be transferred between partners.
(2) Unless otherwise provided in the articles of association, transfers to persons outside the company are permitted only if they have been approved by shareholders representing at least three-quarters of the share capital.
(As of 05-11-2020, Paragraph (2) of Article 202, Chapter VI, Title III was amended by Point 8, Article I of the LAW no. 223 of 30 October 2020, published in the MONITORUL OFICIAL no. 1018 of 02 November 2020 )
(2^1) Abrogated.
(As of 05-11-2020, Paragraph (2^1) of Article 202, Chapter VI, Title III was repealed by Article I, Point 9 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020)
(2^2) Abrogated.
(As of 05-11-2020, Paragraph (2^2) of Article 202, Chapter VI, Title III was repealed by Article I, Point 9 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020)
(2^3) Abrogated.
(As of 05-11-2020, Paragraph (2^3) of Article 202, Chapter VI, Title III was repealed by Article I, Point 9 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020)
(2^4) Abrogated.
(As of 05-11-2020, Paragraph (2^4) of Article 202, Chapter VI, Title III was repealed by Article I, Point 9 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020)
(3) In the case of acquiring a social share by succession, the provisions of para. (2) are not applicable if the articles of association provide otherwise; in the latter case, the company is obliged to pay the social share to the successors, according to the last approved financial statement.
(4) In the event that the maximum number of partners is exceeded due to the number of successors, they will be required to appoint a number of holders that does not exceed the legal maximum.
(5) The provisions of para. (2) shall also apply to the pledge of shares, but only as regards the creation thereof.
(5) Article 202 para. (5) was inserted by Article II para. 4 of Law No. 152 of 18 June 2015, published in the Official Gazette No. 519 of 13 July 2015.

Article 203

(1) The transfer of shares must be registered with the trade register and in the register of shareholders of the company.
(2) The transmission has effect against third parties only from the moment of its registration in the trade register.
(3) Repealed.
(As of 05-11-2020, Paragraph (3) of Article 203, Chapter VI, Title III was repealed by Article I, Point 10 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020)

Title IV Amendment of the Articles of Association

Chapter I General Provisions

Article 204

(1) The articles of association may be amended by a resolution of the general meeting or of the board of directors or management board, adopted pursuant to Article 114(1), or by a court decision, under the conditions provided for in Article 223(3) and Article 226(2).
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 204 paragraph (1) was modified.)
(2) The authentic form of the modifying act adopted by the partners is mandatory when it has as its object:
a) increase in share capital by subscription as a contribution in kind of a property;
(As amended by Article 10(6), Third Section, Chapter II of Law No. 71 of 3 June 2011, published in the Official Monitor No. 409 of 10 June 2011)
) changing the legal form of the company into a general partnership or a limited partnership;
c) increase of the social capital through public subscription.
(3) The provisions of Article 17 (1) shall also apply in the case of a change of name.
(As of 05-11-2020, Paragraph (3) of Article 204, Chapter I, Title IV was amended by Article I, Point 11 of LAW No. 223 of 30 October 2020, published in the MONITORUL OFICIAL No. 1018 of 02 November 2020)
(4) After each change in the articles of association, the managers, or the board of directors, shall file the amending instrument and the full text of the articles of association, updated with all changes, with the trade register, which shall be registered in the trade register on the basis of the conclusion of the registrar of the trade register. In the cases provided for in Article 223 (3) and Article 226 (2), registration in the trade register shall be made ex officio, on the basis of the final decision on exclusion or withdrawal.
(As of 26-11-2022, Paragraph (4) of Article 204, Chapter I, Title IV was amended by Point 40, Article 129, Section 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(5) The Trade Register Office shall forward ex officio the registered amending instrument and a notification on the filing of the updated articles of association to the "Monitorul Oficial" Public Authority for publication in the Monitorul Oficial of Romania, Part IV, at the company's expense.
(5) Article 204 was amended by Article I, paragraph 141 of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006.
(6) The amending deed of the articles of association of a partnership limited by shares or a limited liability partnership, in authentic form, shall be filed with the trade register office, in compliance with the provisions of paragraph (4), and shall be entered in this register, without the obligation to publish it in the Official Gazette of Romania, Part IV.
(Amend. No. 6 to Article 204 was adopted by Article 1, Paragraph 141 of Law No. 441 of 27 November 2006, published in MONITORUL OFICIAL No. 955 of 28 November 2006.)
(7) In the updated form according to para. (4), the names or designations and other identifying data of the founders and the first members of the company's bodies may be omitted.
(7) Article 204 was amended by Article I, paragraph 141 of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006.
(8) Repealed.
(8) of Article 204 was repealed by Article I, paragraph (48) of EMERGENCY ORDINANCE No. 82 of June 28, 2007, published in the MONITORUL OFICIAL No. 446 of June 29, 2007. )
(9) Omisiunea este permisă numai dacă au trecut cel puțin 5 ani de la data înmatriculării societății și numai dacă actul constitutiv nu prevede altfel.

Article 205

The change of the form of the company, the extension of its duration or other amendments to the articles of association of the company do not create a new legal person.

Article 206

(1) Private creditors of the partners in a collective, simple partnership or limited liability company may oppose, under Article 62, the resolution of the partners' meeting to extend the duration of the company beyond the initially fixed term, if they have rights established by an executory title prior to the resolution.
(2) When the opposition has been admitted, the partners must decide, within one month from the date on which the decision has become final, whether they wish to waive the extension or to exclude the opposing debtor partner from the company.
(As amended by Law no. 76/2012, published in the Official Monitor no. 365/2012, article 206, paragraph (2) was modified by article 18, title IV, paragraph 17)
(3) In the latter case, the rights due to the debtor partner shall be calculated on the basis of the last approved financial statement.

Chapter II Reduction or increase of the share capital

Article 207

(1) The share capital may be reduced by:
a) reduction of the number of shares or social parts;
b) reduction of the nominal value of the shares or social parts;
c) purchase of its own shares, followed by their cancellation.
(2) The share capital may also be reduced when the reduction is not due to losses, by:
a) total or partial exemption of the partners from the contributions due;
b) return to shareholders a portion of their contributions, proportional to the reduction of the share capital and calculated equally for each share or social part;
c) other procedures provided by law.
Note
Decision to reject: HP No. 8/2024, published in the Official Monitor No.214 on March 14, 2024.

Article 208

(1) The reduction of the share capital may be made only after the expiry of two months from the date on which the decision was published in the Official Gazette of Romania, Part IV.
(2) The resolution shall comply with the minimum share capital, if any is fixed by law, indicate the reasons for the reduction and the procedure to be used for its implementation.
(3) Creditors of the company, whose claims are prior to the publication of the decision, will be entitled to obtain guarantees for the claims that have not fallen due by the date of such publication. They have the right to oppose this decision, in accordance with Art. 62.
(3) Para. (3) of Article 208 was amended by Article I, para. 142 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(4) The reduction of the share capital has no effect and no payments are made to the shareholders until the creditors have obtained satisfaction of their claims or adequate security, or until the date on which the court has dismissed the creditors' claim as inadmissible, or, considering that the company has provided adequate security for the creditors or that, taking into account the company's assets, security is not necessary, has dismissed the creditors' claim as unfounded, and the judicial decision has become final.
(As of 02-06-2012, Alin. (4) of Art. 208 was amended by Art. 18, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012.)
(5) Upon request of the creditors of the company whose claims are prior to the publication of the resolution, the court may compel the company to provide adequate security if it can reasonably be assumed that the reduction of the share capital affects the chances of recovering the claims, and the company has not provided security to the creditors pursuant to paragraph (3).
(5) to Article 208 was introduced by Article (5) of the Law no. 284 of 14 November 2008, published in the Official Monitor no. 778 of 20 November 2008, which complements Article I of the Emergency Ordinance no. 52 of 21 April 2008, published in the Official Monitor no. 333 of 30 April 2008, with point 3^2. )

Article 209

When the company issued bonds, it will not be possible to reduce the share capital by returning amounts to shareholders in repayment of shares, except in proportion to the value of the bonds repaid.

Article 210

(1) The share capital may be increased by the issue of new shares or by increasing the nominal value of the existing shares in exchange for new cash and/or in kind contributions.
(2) New shares are also issued by incorporating reserves, with the exception of legal reserves, as well as benefits or issue premiums, or by offsetting liquid and due claims against the company with its own shares.
(3) Favorable differences from the reevaluation of the assets will be included in the reserves, without increasing the social capital.
(4) The increase of the share capital by raising the nominal value of the shares can only be decided by the vote of all shareholders, except when it is achieved by incorporating reserves, benefits or issue premiums.

Article 211

Abrogat.
(As of 29-06-2007, Article 211 was repealed by Article I, paragraph 49 of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in MONITORUL OFICIAL no. 446 of June 29, 2007.)

Article 212

(1) The joint-stock company will be able to increase its share capital, in compliance with the provisions laid down for the incorporation of the company.
(2) In the case of a public subscription, the issue prospectus, bearing the authentic signatures of 2 members of the board of directors, respectively of the management, will be filed with the trade register for the formalities provided for in Article 18 and will include:
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, the dispositive part of art. 212 para. (2) was modified.)

a) the date and registration number of the company in the trade register;
b) the company's name and registered office;
c) subscribed and paid-up share capital;
d) the name and surname of the managers, respectively of the members of the board of directors and supervisory board, of the auditors or, as the case may be, of the statutory auditor, and their domicile;
(As amended by Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006, article 212, paragraph (2) was modified.)
e) the last approved financial situation, the report of the auditors or the financial auditors' report;
f) dividends paid in the last 5 years or since incorporation, if less than 5 years have passed from that date;
g) bonds issued by the company;
h) the resolution of the general meeting on the new issue of shares, their total value, number and nominal value, type, relations regarding contributions other than in cash, and the advantages granted to them, as well as the date from which dividends will be paid.
(3) The subscriber may invoke the nullity of the prospectus that does not include all the aforementioned mentions, if he has not exercised in any way the rights and obligations of a shareholder.

Article 213

The increase of a company's share capital through a public offering of securities and/or by giving shareholders the opportunity to trade their preference rights on the capital market is subject to the provisions of the specific legislation on the capital market.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, Article 213a was modified)

Article 214

In the event of an increase in the share capital through a public offering, the administrators, respectively the members of the board of directors, are jointly and severally liable for the accuracy of the information contained in the prospectus, in the publications made by the company or in the requests addressed to the commercial register office, in accordance with the provisions of the legislation on the capital market.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, art. 214 a was modified)

Article 215

(1) If the increase of the share capital is made by contributions in kind, the general meeting which has decided this will propose to the trade register the appointment of one or more experts for the evaluation of these contributions, under the conditions of art. 38 and 39.
(As of 26-11-2022, Paragraph (1) of Article 215, Chapter II, Title IV was amended by Point 41, Article 129, Section 10, Chapter IV of LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(1^1) In the event that the increase in share capital is carried out for the purpose of a merger or division and for the purpose of making, if applicable, cash payments to the shareholders/partners of the absorbed or divided company, it is not necessary to draw up the report provided for in para. (1), if the draft merger or division has been examined by an independent expert in accordance with the provisions of art. 243^3 para. (1)-(4).
(As of 02-06-2012, Alin. (1^1) of Article 215 was amended by Article 18, Title IV of LAW No. 76 of 24 May 2012, published in MONITORUL OFICIAL No. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies". )
(2) Contributions to receivables are not allowed.
(3) After the submission of the expert report, the extraordinary general meeting convened again, taking into account the conclusions of the experts, may decide to increase the share capital.
(4) The resolution of the general meeting shall include the description of the contributions in kind, the names of the persons making them and the number of shares to be issued in exchange.

Article 216

(1) The shares issued for the increase of the social capital will be offered for subscription, first of all to the existing shareholders, proportionally with the number of shares they hold.
(2) The exercise of the preference right may be carried out only within the time limit decided by the general meeting or the board of directors, respectively the management board, under the conditions of Article 220^1 paragraph (4), if the articles of association do not provide for another time limit. In all cases, the time limit granted for the exercise of the preference rights may not be less than one month from the date of publication of the resolution of the general meeting, respectively the decision of the board of directors/management board, in the Romanian Official Gazette, Part IV. After the expiry of this time limit, the shares may be offered for subscription to the public.
(As amended by Order no. 82 of June 28, 2007, published in the Official Gazette no. 446 of June 29, 2007, paragraph (2) of Article 216 was amended)
(3) Any increase in share capital carried out in breach of this Article shall be null and void.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 216a was modified)

Article 2161

Shareholders have a right of preference also when the company issues convertible bonds. The provisions of Article 216 shall apply mutatis mutandis.
(Art. 216^1 was introduced by art. I para. 149 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 217

(1) The preference right of shareholders may be limited or increased only by the resolution of the extraordinary general meeting of shareholders.
(2) The board of directors, or the management board, shall make a written report available to the extraordinary general meeting of shareholders, specifying the reasons for the restriction or removal of the preference right. This report shall also explain how the issue price of the shares was determined.
(3) The resolution shall be adopted in the presence of shareholders representing three-quarters of the subscribed share capital, with the majority of votes of the shareholders present.
(4) The resolution shall be filed with the trade register office by the board of directors, or by the management board, for entry in the trade register and publication in the Official Gazette of Romania, Part IV.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, article 217a was modified)

Article 218

Abrogat.
(As of 01-12-2006, Article 218a was repealed by Article I, paragraph 151 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 219

(1) The resolution of the general meeting on the increase of the share capital has effects only to the extent that it is implemented within 18 months from the date of adoption.
(As of 26-11-2022, paragraph (1) of Article 219, Chapter II, Title IV was amended by point 42, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in MONITORUL OFICIAL No. 750 of 26 July 2022)
(2) If the proposed capital increase is not fully subscribed, the capital will be increased only to the extent of the subscriptions received, provided that the issue conditions provide for this possibility.
(As of 01-12-2006, Article 219a was amended by Article I, paragraph 152 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 220

(1) Shares issued in exchange for cash contributions shall be paid up, on the date of subscription, in an amount of at least 30% of their nominal value and, in full, within a maximum period of 3 years from the date of publication in the Official Gazette of Romania, Part IV, of the resolution of the general meeting.
(2) The shares issued in exchange for contributions in kind shall be paid up within the same period.
(3) When an issue premium has been provided for, it shall be paid in full on the date of subscription.
(4) The provisions of Article 98(3) and Article 100 shall continue to apply.

Articolul 220^1

(1) By the articles of association, the board of directors, or the management board, may be authorized to increase the subscribed share capital up to a determined nominal value (authorized capital) within a certain period, which may not exceed 5 years from the date of the company's registration, by issuing new shares in exchange for contributions.
(2) Such authorisation may also be granted by the general meeting of shareholders by way of an amendment to the articles of association for a specified period not exceeding 5 years from the date of registration of the amendment. The articles of association may increase the quorum requirements for such an amendment.
(3) The nominal value of the authorized capital may not exceed half of the subscribed capital existing at the time of authorization.
(4) The authorization granted in accordance with para. (1)-(3), the board of directors, respectively the management board, may also be conferred with the competence to decide on the restriction or lifting of the preferential right of existing shareholders. This authorization is granted to the board of directors, respectively the management board, by the general meeting, under the quorum and majority conditions provided for in Article 217 para. (3). The decision of the board of directors, respectively the management board, regarding the restriction or lifting of the preferential right shall be filed with the trade register office, for registration in the trade register and publication in the Official Gazette of Romania, Part IV.
(4) Para. (4) of Article 220^1 was amended by Article I para. 53 of Emergency Ordinance No. 82 of June 28, 2007, published in the Official Gazette of Romania, No. 446 of June 29, 2007.

(Art. 220^1 was introduced by art. I para. 153 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 221

A limited liability company may increase its share capital in the manner and from the sources provided for in Article 210.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, art. 221 a was modified)

Title V Exclusion and Withdrawal of Associates

Article 222

(1) He can be excluded from the collective, simple partnership or limited liability company:
a) the partner who, being delayed, does not provide the contribution to which he is obliged;
b) a partner with unlimited liability in a state of bankruptcy or who has become legally incapacitated;
c) the unlimited liability partner who unlawfully interferes with management or contravenes the provisions of Articles 80 and 82;
d) the managing partner who commits fraud to the detriment of the company or uses the company signature or capital for his or others' benefit.
(2) The provisions of this article shall also apply to limited partners in limited partnerships.
Note
Decision to admit: HP no. 28/2021, published in the Official Monitor no. 544 of May 26, 2021:

The exclusion hypotheses of the associate provided for in art. 222 of Law no. 31/1990, republished, with subsequent amendments and supplements, are not completed with the provisions of art. 1.928 of Law no. 287/2009 on the Civil Code.

Article 223

(1) Exclusion is pronounced by court order at the request of the company or any partner.
(2) When the exclusion is requested by a partner, the company and the defendant partner will be cited.
(3) As a result of the exclusion, the court will also decide, by the same decision, on the structure of the participation of the other partners in the share capital.
(3^1) The decision by which the court rules on the exclusion request is subject to appeal only.
(3^1) to art. 223 was introduced by art. 18, Title IV para. 19 of LAW no. 76 of May 24, 2012, published in the MONITORUL OFICIAL no. 365 of May 30, 2012. )
(4) The final decision on exclusion shall be filed, within 15 days, with the trade register office to be entered in the register, and the decision shall be published, at the request of the company, in the Romanian Official Gazette, Part IV.
(4) Article 223(4) was amended by Article 18, Title IV of Law No. 76 of 24 May 2012, published in the Official Monitor No. 365 of 30 May 2012.

Article 224

(1) The excluded partner is liable for losses and has the right to benefits up to the day of his exclusion, but he will not be able to demand their liquidation until they are distributed in accordance with the provisions of the articles of association.
(2) The expelled partner is not entitled to a proportional part of the social patrimony, but only to a sum of money representing its value.

Article 225

(1) The excluded partner remains liable to third parties for the transactions carried out by the company, until the day the exclusion decision becomes final.
(2) If, at the time of exclusion, there are ongoing operations, the partner is obliged to bear the consequences and will not be able to withdraw his share until the end of those operations.

Article 226

(1) A partner in a general partnership, a limited partnership or a limited liability company can withdraw from the company:
a) in the cases provided for in the articles of association;
a^1) in the cases provided for in Article 134;
(As amended by Law no. 287/2009, published in the Official Gazette of Romania, Part I, no. 829 of 8 December 2009, (1) para. (a) of Article 226 was introduced by Article 1, para. 4 of Emergency Ordinance no. 2 of 28 February 2012, published in the Official Gazette of Romania, Part I, no. 143 of 2 March 2012.)
b) with the agreement of all the other partners;
c) in the absence of provisions in the articles of association or when the unanimous agreement is not reached, the partner can withdraw for good cause, based on a court decision, subject to appeal only.
(As amended by Article 18, Title IV, point (21) of Article 226 of LAW No. 76 of May 24, 2012, published in MONITORUL OFICIAL No. 365 of May 30, 2012.) )
(1^1) The right of withdrawal may be exercised, in the cases provided for in para. (1) lit. a) and b), within 30 days from the date of publication of the resolution of the general meeting of the associates in the Official Gazette of Romania, Part IV. The provisions of art. 134 para. (2^1) shall apply mutatis mutandis.
(Par. (1^1) to Article 226 was introduced by art. unic para. 5 of EMERGENCY ORDINANCE no. 2 of 28 February 2012, published in the MONITORUL OFICIAL no. 143 of 2 March 2012. )
(2) In the situation provided for in paragraph (1) lit. c), the judicial authority shall decide, by the same ruling, also with regard to the structure of the participation in the social capital of the other associates.
(3) The rights of the withdrawn partner, due to his social parts, are established by the agreement of the partners or by an expert appointed by them or, in case of disagreement, by the court. The evaluation costs will be borne by the company.
(3) Para. (3) of Article 226 was amended by para. 6 of Article 1 of EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in the Official Gazette of Romania, No. 143 of 2 March 2012.

Title VI

Dissolution, merger, and division of companies
(As amended by art. 18 para. 31 of Title IV of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012, the phrase "commercial companies" was replaced with the term "companies" in Title VI.)

Chapter I Dissolution of Companies

Article 227

(1) The company is dissolved by:
a) expiry of the term of existence of the company;
b) impossibility of achieving the company's business purpose or achieving it;
c) declaring the company null and void;
d) the resolution of the general assembly;
e) the court's decision, at the request of any partner, for valid reasons, such as serious disagreements among partners that hinder the operation of the company;
f) bankruptcy of the company;
g) other causes provided by law or by the company's articles of association.
(2) In the case provided for in paragraph (1) lit. a), the partners must be consulted by the board of directors, respectively the management board, at least 3 months before the expiry of the company's duration, regarding the possible extension thereof. In the absence of this, at the request of any of the partners, the court may decide, by order, to carry out the consultation in accordance with art. 119 para. (3).
(2) Article 227 para. (2) was amended by Article I para. 154 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(3) Repealed.
(As of 26-11-2022, Paragraph (3) of Article 227, Chapter I, Title VI was repealed by Point 43, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(4) The liquidation and deletion of the company are carried out in accordance with the provisions of Article 237 (6)-(13).
(As of 26-11-2022, Paragraph (4) of Article 227, Chapter I, Title VI was amended by Point 44, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 228

(1) The joint-stock company is dissolved:
a) in the cases and under the conditions provided for in Article 15324;
b) in the cases and under the conditions provided for in Article 10(3).
(2) The provisions of paragraph (1) lit. a) shall apply mutatis mutandis to the limited liability company.
(Alin. (2) al art. 228 a fost introdus de pct. 55 al art. I din ORDONANȚA DE URGENȚĂ nr. 82 din 28 iunie 2007, publicată în MONITORUL OFICIAL nr. 446 din 29 iunie 2007. )

(Art. 228 was amended by art. I para. 155 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 229

(1) Partnerships with unlimited liability or limited liability are dissolved by bankruptcy, incapacity, exclusion, withdrawal or death of one of the partners, when, due to these causes, the number of partners has been reduced to one.
(2) This does not apply if the articles of association contain a clause for continuation with the heirs or if the remaining partner decides to continue the existence of the company in the form of a limited liability company with a single partner.
(3) The provisions of the preceding paragraphs shall also apply to limited partnerships or limited companies by shares, if the causes concern the only limited partner or the only general partner.

Article 230

(1) In partnerships with collective liability, limited liability companies, if a partner dies and there is no contrary agreement, the company must pay the portion due to the heirs, according to the last approved financial statement, within 3 months from the notification of the partner's death, if the remaining partners do not prefer to continue the company with the consenting heirs.
(As of 26-11-2022, Paragraph (1) of Article 230, Chapter I, Title VI was amended by Point 45, Article 129, Section 10, Chapter IV of LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022)
(2) The provisions of para. (1) shall also apply to limited partnerships in the event of the death of one of the general partners, except where his heirs do not prefer to remain in the partnership in that capacity.
(3) The heirs remain liable, according to art. 224, until the changes are published.

Article 231

(1) In case of dissolution of the company by resolution of the partners, they will be able to return, with the majority required for the amendment of the articles of association, to the resolution taken, as long as no distribution has been made from the assets.
(2) The new resolution shall be entered in the trade register, whereupon the trade register office shall send it to the Official Gazette of Romania for publication in Part IV, at the expense of the company.
(3) Creditors and any interested party may oppose the decision in court, under the conditions of art. 62.

Article 232

(1) The dissolution of companies must be registered with the trade register and published in the Official Gazette of Romania, Part IV, except in the case provided for in Article 227 (1) lit. a).
(As of 02-06-2012, Alin. (1) of art. 232 was amended by art. 18, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies". )
(2) Registration and publication shall be carried out in accordance with Article 204, when the dissolution takes place on the basis of a resolution of the general meeting, and within 15 days from the date on which the judicial decision has become final, when the dissolution has been pronounced by the judiciary.
(2) Article 232(2) was amended by Article 18, Title IV, paragraph (22) of Law No. 76 of 24 May 2012, published in the Official Gazette of Romania, No. 365 of 30 May 2012.
(3) In the case provided for in Article 227 (1) (f), the dissolution shall be pronounced by the court seised of the bankruptcy proceedings.

Article 233

(1) The dissolution of the company has as a consequence the opening of the liquidation procedure. The dissolution takes place without liquidation, in the case of the merger or total division of the company or in other cases provided by law.
(2) From the moment of dissolution, the directors, managers, or board of directors may no longer carry out new operations. Otherwise, they are personally and jointly liable for the actions taken.
(2) Article 233 para. (2) was amended by Article I para. 156 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(3) The prohibition provided for in paragraph (2) shall apply from the day of expiry of the term fixed for the duration of the company or from the date on which the dissolution was decided by the general meeting or declared by a court judgment.
(4) The company retains its legal personality for the purposes of liquidation until its completion.

Article 234

The dissolution of the company before the expiry of the fixed term for its duration has effect vis-à-vis third parties only after the expiry of a period of 30 days from the publication in the Official Gazette of Romania, Part IV.

Article 235

(1) In collective name companies, simple limited partnerships and limited liability companies, the partners may decide, with the dissolution, with the quorum and majority provided for the amendment of the articles of association, and the manner of liquidation of the company, when they agree on the distribution and liquidation of the company's assets and when they ensure the extinction of the passivity or its regularization with the creditors.
(2) By unanimous vote of the partners, it can also be decided on the manner in which the assets remaining after the payment of creditors will be distributed among the partners, in which case the application for the deletion of the company shall be attached to the proof of fulfillment of the obligation to calculate, withhold and pay the income tax from the liquidation of the company, provided for in Article 97 (5) of Law No. 227/2015 on the Fiscal Code, with subsequent amendments and supplements, respectively the income tax on the income realized by non-residents from the liquidation of a resident, provided for in Article 223 (1) lit. o) in conjunction with Article 224 of the same law. In the absence of a unanimous agreement on the distribution of the assets, the liquidation procedure provided for in this law will be followed.
(As of 23-07-2023, Paragraph (2), Article 235, Chapter I, Title VI was amended by Point 4., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )
(3) The transfer of ownership of the remaining assets after the payment of creditors takes place on the date of the company's deletion from the trade register.
(3) Para. (3) of Article 235 was introduced by Article 1, para. 157 of Law no. 441 of 27 November 2006, published in the Official Gazette of Romania, no. 955 of 28 November 2006.
(4) The register shall issue to each partner a certificate of ownership of the distributed assets, on the basis of which the partner may proceed to register the immovable property in the land register.
(Para. (4) of Article 235 was introduced by Article I para. 157 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.)

Article 236

Abrogat.
(On 01-12-2006, Art. 236 was repealed by art. I para. 158 of the Law no. 441 of 27 November 2006, published in the MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 237

(1) Upon request of any interested party, as well as the National Office of the Trade Register, the court may pronounce the dissolution of the company in cases where:
a) the company no longer has statutory bodies or they can no longer meet;
b) the shareholders/associates have disappeared or have no known domicile or residence;
c) no longer meet the conditions relating to the registered office, other than those provided for in Article 237^2 paragraph (1) letter a);
(As of 26-11-2022, Letter c) of Paragraph (1), Article 237, Chapter I, Title VI was amended by Point 46, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
d) repealed;
(As of 26-11-2022, Letter d) of Paragraph (1), Article 237, Chapter I, Title VI was repealed by Point 47, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
) the company has not completed its share capital, under the law;
f) repealed;
(As of 26-11-2022, Letter f) from Article 237, Chapter I, Title VI was repealed by Article 129, Section 10, Chapter IV, Point 47 of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
g) repealed.
(As of 26-11-2022, Letter g) from Paragraph (1), Article 237, Chapter I, Title VI was repealed by Point 47, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(2) The list of companies for which the National Office of the Trade Register is to bring dissolution proceedings shall be published in the Electronic Bulletin of the Trade Register, at least 60 calendar days in advance, and shall be transmitted to the National Agency for Fiscal Administration. Within 45 calendar days from the date of publication/receipt of the list, the National Agency for Fiscal Administration, as well as any other creditor, shall notify the National Office of the Trade Register of the companies that have outstanding budgetary obligations and/or for which a fiscal control procedure or other unpaid claims are ongoing, in which case the initiation of the dissolution procedure shall be postponed until the settlement thereof, as the case may be, or until the completion of the fiscal control procedure.
(As of 11-11-2023, Paragraph (2), Article 237, Chapter I, Title VI was amended by Article LXVIII, Section 3, Chapter IV of LAW No. 296 of 26 October 2023, published in the OFFICIAL MONITOR No. 977 of 27 October 2023)
(3) The decision of the court by which the dissolution was pronounced is communicated to the company, the office of the trade register for the registration of the mention of dissolution in the trade register, the National Agency for Fiscal Administration - the county administration of public finances / the administration of public finances of the sector and is published in the Electronic Bulletin of the Trade Register.
(As of 26-11-2022, Paragraph (3) of Article 237, Chapter I, Title VI was amended by Point 48, Article 129, Section 10, Chapter IV of LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(4) Repealed.
(As of 26-11-2022, Paragraph (4) of Article 237, Chapter I, Title VI was repealed by Point 49, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(5) Any interested person may appeal against the dissolution decision only within 30 days from the date of publication of the decision in the Electronic Bulletin of the Trade Register. The appellant shall file a copy of the appeal with the Trade Register Office, for registration in the Trade Register.
(As of 26-11-2022, Paragraph (5) of Article 237, Chapter I, Title VI was amended by Point 50, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(6) Upon the final decision of the court to dissolve, the National Office of the Trade Register, through the registrar, at the request of the company, any interested person or ex officio, appoints, by conclusion, a liquidator enrolled in the Table of Insolvency Practitioners. The remuneration of the liquidator is made from the assets of the dissolved company or, in the absence, from the liquidation fund, constituted in accordance with the law. The remuneration of the liquidator is a fixed amount of 1,500 lei, the final account of the expenses incurred by the liquidator in connection with the liquidation of the company being made, for the situation where there are no goods in the assets of the dissolved company, by the National Union of Insolvency Practitioners in Romania, at the request of the liquidator.
(As of 26-11-2022, Paragraph (6) of Article 237, Chapter I, Title VI was amended by Point 50, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(7) The rulings handed down under para. (6) shall be communicated electronically to the appointed liquidator, entered in the trade register and published in the electronic bulletin of the trade register. In the exercise of his liquidation powers, the liquidator shall be exempt from any fees, tariffs, commissions, court fees and similar charges.
(As of 26-11-2022, Paragraph (7) of Article 237, Chapter I, Title VI was amended by Point 50, Article 129, Section 10, Chapter IV of LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022)
(7^1) The provisions of Article 260 shall apply mutatis mutandis.
(As of 26-11-2022, Article 237 of Chapter I, Title VI was supplemented by Point 51, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(8) If no request for the appointment of a liquidator has been made within 3 months of the date of the final decision on the dissolution, the National Office of the Trade Register or any interested person may request the court to delete the company from the trade register.
(9) The list of companies for which the National Office of the Trade Register is to bring actions for deletion, pursuant to paragraph (8), shall be displayed in the Electronic Bulletin of the Trade Register at least 60 calendar days in advance and shall be transmitted to the Ministry of Finance - National Tax Administration Agency. Within 45 calendar days from the date of receipt of the list, the National Tax Administration Agency shall communicate to the National Office of the Trade Register the companies included in the list which have outstanding budgetary obligations, in which case it shall also request the appointment of a liquidator pursuant to paragraph (6), and/or for which a fiscal control action is under way, in which case it shall request, within 15 days from the completion of the fiscal control action, the appointment of a liquidator pursuant to paragraph (6).
(As of 11-11-2023, Paragraph (9), Article 237, Chapter I, Title VI was amended by Article LXVIII, Section 3, Chapter IV of LAW No. 296 of 26 October 2023, published in the MONITORUL OFICIAL No. 977 of 27 October 2023)
(10) The court decision on the dissolution shall be notified to the company, the Trade Register Office for the deletion of the company from the Trade Register, the Ministry of Finance - National Tax Administration - County Public Finance Administration/Public Finance Administration of the Sector and shall be published free of charge in the Electronic Bulletin of the Trade Register. In the case of several court decisions on dissolution, publicity may be made in the form of a table including: the registration number in the Trade Register, the unique registration code, the name, legal form and head office of the dissolved company, the court that ordered the dissolution, the case file number, the number and date of the dissolution decision.
(As of 26-11-2022, Paragraph (10) of Article 237, Chapter I, Title VI was amended by Point 52, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(11) Any interested person may appeal only against the decision to strike off, within 30 days of the publication in accordance with the provisions of para. (9). The appellant shall file a copy of the appeal with the office of the commercial register, for entry in the commercial register.
(12) The visualization of the dissolution and cancellation decisions and the resolutions on the appointment of the liquidator, published in the Electronic Bulletin of the Trade Register, is free of charge.
(As of 26-11-2022, Paragraph (12) of Article 237, Chapter I, Title VI was amended by Point 52, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(13) The assets remaining from the legal person's estate, which is deleted from the trade register under the conditions of para. (8)-(10), shall belong to the shareholders/associates.
(As of 16-07-2015, Art. 237 was amended by art. II para. (5) of LAW no. 152 of 18 June 2015, published in MONITORUL OFICIAL no. 519 of 13 July 2015. )
Note
Reproducem mai jos prevederile art. 57 și 61 din LEGEA nr. 129 din 11 iulie 2019, publicată în Monitorul Oficial nr. 589 din 18 iulie 2019:

Article 57

(1) The failure of the legal representative of the legal persons referred to in Article 56 (1) to comply with the obligation to submit the declaration regarding the identification data of the beneficial owner constitutes an offense and is punished with a fine of between 5,000 and 10,000 lei. The record of the establishment of the offense is communicated to the office of the trade register, in which it is recorded that the failure to submit the declaration entails the dissolution of the company, under the conditions of Article 237 of Law No. 31/1990, republished, with subsequent amendments and supplements.
(2) If the representative of the legal person referred to in Article 56 (1) does not submit the declaration regarding the identification data of the beneficial owner within 30 days from the date of application of the contravention, at the request of the National Office of the Trade Register, the court or, as the case may be, the specialized court may pronounce the dissolution of the company. The cause of dissolution may be eliminated before conclusions are drawn in the merits. The provisions of Article 237 (4)-(13) of Law No. 31/1990, as republished, with subsequent modifications and completions, shall apply mutatis mutandis.
(3) The establishment of the contraventions and the imposition of the penalties provided for in paragraph (1) shall be carried out by the control bodies of the Ministry of Public Finance - National Administration of Fiscal Administration and its territorial units. The establishment of the contravention provided for in paragraph (1) may also be made by the Office, through its own establishing agents.

Article 61

(1) As of the date of entry into force of this Law, the issuance of new bearer shares and operations with existing bearer shares are prohibited.
(2) Bearer shares issued prior to the entry into force of this Law shall be converted into registered shares in accordance with the provisions of paragraphs (3) and (4), and the updated articles of association shall be filed with the trade register.
(3) Holders of bearer shares shall deposit them at the registered office of the issuing company within 18 months from the date of entry into force of this Law.
(4) At the end of the period provided for in paragraph (3), the board of directors of the company shall enter in the titles and in the register of shareholders the name, first name, personal numeric code and domicile of the physical person shareholder or the name, headquarters, registration number and unique registration code of the legal person shareholder, as the case may be.
(5) Bearer shares not deposited at the registered office of the issuing company shall be automatically cancelled as of the date of expiry of the period provided for in paragraph (3), with the consequent reduction of the share capital.
(6) The failure, by the expiry of the term provided for in para. (4), to comply with the conversion obligation by joint-stock companies and limited partnerships shall entail their dissolution.
(7) Upon the request of any interested person, as well as of the National Office of the Trade Register, the court or, as the case may be, the specialized court, shall be able to pronounce the dissolution of the company. The cause of dissolution may be removed before conclusions are drawn on the merits, the court being able to grant a term for this purpose.
(8) The provisions of Article 237 (4)-(13) of Law No. 31/1990, as republished, with subsequent modifications and дополнениями, shall apply mutatis mutandis.

Article 237^1

(1) When a partner is liable without limit for the obligations of the company during its existence, his liability for these obligations shall be unlimited also in the stage of dissolution and, if applicable, of liquidation of the company.
(2) During the existence of the company, a partner is liable for its obligations within the limits of his contribution to the social capital, his liability being limited to this contribution and, if the case, to the dissolution and, if appropriate, to the liquidation of the company.
(3) A partner who, in fraud of creditors, abuses the limited character of his liability and the separate legal personality of the company is liable without limitation for the unfulfilled obligations of the dissolved, respectively liquidated company.
(4) The liability of the partner becomes unlimited under para. (3), in particular when he disposes of the company's assets as if they were his own or if he diminishes the company's assets for his own or third parties' benefit, knowing or being supposed to know that in this way the company will no longer be able to fulfil its obligations.
(As of 29-06-2007, Article 237^1 was introduced by Article I, paragraph 58 of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in MONITORUL OFICIAL no. 446 of June 29, 2007. )

Articolul 237^2

(1) The National Office of the Trade Register, through the registrar, shall find that the conditions for the dissolution of the company are met in the following cases, at the request of any interested person or ex officio, in cases where:
a) no longer meet the requirements regarding the registered office, as a result of the expiry of the act attesting the right of use of the space intended for the registered office or the transfer of the right of use or ownership of the space intended for the registered office;
b) has ceased its business activity or has not resumed its activity after the temporary inactivity period, notified to the fiscal authorities and registered with the Trade Register, a period which may not exceed 3 years from the date of registration with the Trade Register;
c) in the case of companies with a fixed duration, upon expiry of the duration mentioned in the articles of association, if the procedure provided for in Article 227 (2) is not fulfilled.
(2) The list of companies for which the National Office of the Trade Register is to establish, ex officio, the fulfillment of the conditions for dissolution shall be published in the Electronic Bulletin of the Trade Register, at least 15 calendar days in advance, and shall be transmitted to the National Agency for Fiscal Administration. Upon expiry of this term or, as the case may be, within 3 working days from the date of submission of the dissolution application by any interested person, the registrar shall establish, by conclusion, the fulfillment of the conditions for the dissolution of the company.
(3) The conclusion of the registrar, through which it was found that the conditions for the dissolution of the company were met, does not have an executive character. This is mentioned in the trade register, communicated to the dissolved company and, electronically, to the National Agency for Fiscal Administration - the county administration of public finances / the administration of public finances of the sector and published in the Electronic Bulletin of the Trade Register.
(4) The company whose dissolution has been established by the registrar, as well as the National Agency for Fiscal Administration, may lodge an appeal within 15 days of notification, and any other interested person, within 15 days of the date of publication of the conclusion in the Electronic Bulletin of the Trade Register. The appeal is filed with the office of the trade register and a mention is made about it in the trade register. Within 3 working days from the date of filing, the office of the trade register forwards it to the competent court.
(5) If no complaint has been filed against the closure of the registrar, upon expiry of the period provided for in para. (4), the office of the commercial register shall record, ex officio, the dissolution of the company in the commercial register. From the date of recording the dissolution in the commercial register, the company enters into liquidation.
(6) The decision issued by the court in resolving the complaint can only be appealed by appeal, within 30 days of notification. The appellant shall submit a copy of the appeal to the office of the commercial register, for notation in the commercial register.
(7) Upon final decision, the court's decision is sent to the trade register office for the registration of the dissolution mention in the trade register. After the date of registration of the dissolution mention, the company enters liquidation.
(8) After the registration of the dissolution in the trade register under para. (5) or, as the case may be, para. (7), the National Office of the Trade Register, upon request of the company, of any interested person or ex officio, shall appoint, by order, a liquidator enrolled in the Table of Insolvency Practitioners. The provisions of Article 237 para. (6) on the remuneration of the liquidator shall apply mutatis mutandis.
(9) The rulings issued under para. (8) shall be communicated electronically to the appointed liquidator, registered with the trade register and published in the Electronic Bulletin of the Trade Register. In the exercise of his liquidation duties, the liquidator shall be exempt from any fees, tariffs, commissions, court fees and similar charges.
(10) The provisions of Article 260 shall apply mutatis mutandis.

(As of 26-11-2022, Chapter I of Title VI was supplemented by Point 53, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022 )

Chapter II Merger and Division of Companies

Article 238

(1) Fusion is the operation by which:
a) one or more companies are dissolved without entering into liquidation and transfer their entire assets to another company in exchange for the allocation to the shareholders of the absorbed company or companies of shares in the absorbing company and, where appropriate, of a cash payment of not more than 10% of the nominal value of the shares so allocated; or
b) several companies are dissolved without going into liquidation and transfer their entire assets to a company they constitute, in exchange for the allocation to their shareholders of shares in the newly established company and, possibly, a cash payment of a maximum of 10% of the nominal value of the shares thus allocated.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 238 paragraph (1) was modified.)
(2) Division is the operation by which:
a) a company, after being dissolved without entering into liquidation, transfers the totality of its assets to several companies, in exchange for the allocation to the shareholders of the divided company of shares in the beneficiary companies and, if appropriate, a cash payment of a maximum of 10% of the nominal value of the shares thus allocated;
b) a company, after being dissolved without entering liquidation, transfers all of its assets to several newly established companies, in exchange for the allocation to the shareholders of the divided company of shares in the newly established companies and, possibly, a cash payment of a maximum of 10% of the nominal value of the shares thus allocated.
(As amended by Order no. 82 of June 28, 2007, published in the Official Monitor no. 446 of June 29, 2007, article 238, paragraph (2) was modified.)
(2^1) Division may also take place by the simultaneous transfer of the assets of the dividing company to one or more existing companies and one or more newly established companies. The provisions of para. (2) shall apply mutatis mutandis.
(29-06-2007, Alin. (2^1) at art. 238 was introduced by art. I para. 60 of EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007.)
(3) A merger or division may also be carried out between companies of different forms.
(4) The merger or division, as defined in paragraphs (1) or (2), may be carried out even if the dissolved companies are in liquidation, provided that they have not yet begun the distribution among the partners of the assets that would belong to them as a result of the liquidation.

(As of 01-12-2006, Art. 238 was amended by art. I para. 160 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 239

(1) The merger or division is decided by each company separately, under the conditions established for the modification of the company's articles of association.
(2) When the shares are of several categories, the resolution on the merger/split, under art. 113 lit. h), is subject to the result of the vote by categories, given under art. 115.
(3) If, by merger or division, a new company is established, it shall be constituted under the conditions provided for in this Law for the agreed form of company.

Article 240

Abrogat.
(As of 01-12-2006, Article 240 was repealed by Article I, paragraph 161 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006.)

Article 241

The managers of the companies that are to participate in a merger or division shall draw up a draft merger or division, which shall include:
a) the form, name and registered office of all companies involved in the merger or division;
b) grounds and conditions for the merger or division;
c) the conditions for the allocation of shares in the absorbing company or the beneficiary companies;
d) the date from which the shares or membership interests referred to in lit. c) confer on the holders the right to participate in the profits and any special conditions affecting this right;
e) the exchange ratio of the shares or parts of the social capital and the amount of any cash payments;
f) the amount of the merger or division premium;
g) the rights granted by the absorbing or acquiring company to holders of shares conferring special rights and to holders of other securities other than shares, or the measures proposed in respect of them;
h) any special advantages granted to the experts referred to in Article 243^3 and to the members of the administrative or control bodies of the companies involved in the merger or division;
i) the financial data of the participating companies, which were used to establish the conditions of the merger or division;
(As amended by Article 241, paragraph (5) of Law No. 52/2008 of 21 April 2008, published in the Official Gazette of Romania, No. 333/30.04.2008)
j) the date from which the transactions of the absorbed or split company are considered in accounting terms to belong to the absorbing company or to one or more of the beneficiary companies;
k) in the case of division: - exact description and allocation of assets and liabilities to be transferred to each of the beneficiary companies; - allocation to shareholders or partners of the divided company of shares, respectively social parts, to the beneficiary companies and the criterion on the basis of which the allocation is made.
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, Article 241a was modified)

Articolul 241^1

(1) If an asset is not allocated in the division project and if the interpretation of the project does not allow a decision on its allocation, the asset in question or its equivalent value is allocated among all the beneficiary companies, proportionally to the share of the net asset allocated to the companies in question, in accordance with the division project.
(2) If an item of negative equity is not allocated in the division draft and if the interpretation of the draft does not allow a decision to be made on its allocation, the beneficiary companies are jointly liable for the item of negative equity in question.
(3) If a creditor has not collected its claim from the company to which the claim has been allocated by division, all companies participating in the division are liable for the said liability, up to the amount of the net assets allocated to them by division, with the exception of the company to which the said liability has been allocated, which is liable without limit.*)
(Par. (3) of Art. 241^1 was introduced by Art. I para. (2) of EMERGENCY ORDINANCE no. 90 of September 29, 2010, published in the MONITORUL OFICIAL no. 674 of October 4, 2010.)

(Art. 241^1 was introduced by art. I para. 163 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 242

(1) The merger or division project, signed by the representatives of the participating companies, is filed with the trade register office where each company is registered, accompanied by a declaration of the company that ceases to exist as a result of the merger or division on how it decided to settle its negative assets, as well as a declaration regarding the method of publishing the merger or division project.
(As amended by Law No. 28/2011, Article 242 para. (1) was modified by Article 1 para. 7 of Emergency Ordinance No. 2/2012, published in the Official Gazette No. 143 of 2 March 2012.)
(2) The draft merger or division, targeted by the trade register, is published in the Official Gazette of Romania, Part IV, at the expense of the parties, in full or in abstract, according to the disposition of the trade register or the request of the parties, at least 30 days before the dates of the meetings in which the general assemblies extraordinary are to decide, under art. 113 lit. h), on the merger / division.
(la 26-11-2022, sintagma: judecătorul delegat a fost înlocuită de Articolul 135, Sectiunea a 10-a, Capitolul IV din LEGEA nr. 265 din 22 iulie 2022, publicată în MONITORUL OFICIAL nr. 750 din 26 iulie 2022 )
(As of 26-11-2022, the term "judge-delegate" was replaced by Article 135, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(2^1) If it has its own website, the company may replace the publication in the Romanian Official Gazette, Part IV, provided for in paragraph (2), with publicity through its own website, for a continuous period of at least one month before the extraordinary general meeting that is to decide on the merger/division, a period which ends no earlier than the end of that general meeting.
(Par. (2^1) to Art. 242 was introduced by Art. 8 of the Single Article of EMERGENCY ORDINANCE No. 2 of February 28, 2012, published in the OFFICIAL MONITOR No. 143 of March 2, 2012.)
(2^2) The company that opted for advertising the merger project pursuant to para. (2^1) must ensure the technical conditions for the continuous and uninterrupted display, free of charge, of the documents provided by law for the entire period provided for in para. (2^1). The company is responsible for proving the continuity of the publicity and ensuring the security of its own website and the authenticity of the displayed documents.
(Par. (2^2) of Art. 242 was introduced by Art. 8 para. (1) of the EMERGENCY ORDINANCE no. 2 of February 28th, 2012, published in MONITORUL OFICIAL no. 143 of March 2nd, 2012. )
(2^3) In the case of advertising under para. (2^1), the trade register office where the company is registered will publish the draft merger or division free of charge on its own website.
(Alin. (2^3) at art. 242 was introduced by art. unic para. 8 of EMERGENCY ORDINANCE no. 2 of 28 February 2012, published in the Official Journal of Romania no. 143 of 2 March 2012. )
(3) The National Office of the Trade Register shall send to the National Agency for Fiscal Administration, within 3 days from the filing of the merger/division project, a notice regarding the filing of the project. The conditions for collaboration between the two institutions for the implementation of the provisions of this paragraph shall be established by protocol*).
(3) Para. (3) of Article 242 was inserted by art. I para. 3 of EMERGENCY ORDINANCE no. 90 of September 29, 2010, published in the MONITORUL OFICIAL no. 674 of October 4, 2010. )

Article 243

(1) The creditors of the companies participating in a merger or division are entitled to adequate protection of their interests. In order to obtain adequate guarantees, any creditor holding a claim that is certain, liquid and prior to the date of publication of the draft merger or division, in one of the forms provided for in Article 242, not due on the date of publication, the satisfaction of which is endangered by the realization of the merger/division, may oppose, under the conditions of this article.
(As amended by Law No. 28/2013, published in the Official Gazette of Romania, No. 213 of 12 April 2013)
(2) Opposition shall be filed within 30 days from the date of publication of the draft merger or division in the Official Gazette of Romania, Part IV. In the event that the company has opted for publication on its own website, the opposition period shall run from the date of publication of the draft merger or division in the Electronic Bulletin of the Trade Register. The opposition shall be filed with the trade register office, which shall, within 3 days from the date of filing, note it in the register and forward it to the competent court. The decision rendered on the opposition shall be subject to appeal only.
(As of 26-11-2022, Paragraph (2) of Article 243, Chapter II, Title VI was amended by Point 54, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in MONITORUL OFICIAL No. 750 of 26 July 2022)
(3) The formulation of an opposition under para. (1) does not have the effect of suspending the implementation of the merger or division and does not prevent the realization of the merger or division.
(4) In the event that the creditor fails to prove that the satisfaction of its claim is endangered by the realization of the merger or if, from the examination of the financial and operational-commercial situation of the debtor company / the successor company in the rights and obligations of the debtor company, it appears that it is not necessary to grant adequate guarantees or, as the case may be, new guarantees, or if the debtor company or the successor company in the rights and obligations of the debtor company has proved the payment of the debts or the parties have concluded an agreement for the payment of the debts or there are already adequate guarantees or privileges for the satisfaction of the claim, the court shall dismiss the opposition. The court shall also dismiss the opposition if the creditor refuses to constitute, within the time limit established by the court by order, the guarantees offered pursuant to paragraph (5).
(As amended by Law No. 287/2009, published in the Official Journal of Romania, Part I, No. 819 of 8 December 2009, entering into force on 1 January 2010) (4) Article 243 was amended by Article 1, paragraph (9) of Emergency Ordinance No. 2/2012, published in the Official Journal of Romania, Part I, No. 143 of 2 March 2012.
(5) If the debtor company or, as the case may be, the company that succeeds to the rights and obligations of the debtor company has made an offer during the course of the proceedings to provide security or privileges that the court considers necessary and appropriate for the satisfaction of the creditor's claim, the court shall issue an order granting the parties a period for the provision of such security. The order issued by the court is subject to appeal together with the merits.
(As of 02-06-2012, Alin. (5) of Art. 243 was amended by Art. 18, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012. )
(6) If the debtor company or, as the case may be, the successor company to the rights and obligations of the debtor company does not provide adequate guarantees or privileges for the satisfaction of the claim, or if it provides guarantees or privileges, but does not constitute them, for reasons attributable to it, within the time limit established by the court by order, pursuant to para. (5), the court shall allow the opposition and shall oblige the debtor company or, as the case may be, the successor company to the rights and obligations of the debtor company to pay the claim immediately or within a certain time limit established in function of the value of the claim and the liability of the debtor company or, as the case may be, of the successor company to the rights and obligations of the debtor company. The decision to allow the opposition is enforceable.
(7) Opposition under this article shall be heard on an expedited and preferential basis.
(8) Creditors of the participating companies in the division or merger who meet the conditions for opposition under para. (1) may file an opposition application under Article 61 para. (1) against the resolution of the statutory body of the company concerning changes to the articles of association only if they concern other changes than those resulting from or in connection with the division or merger process.
(9) The provisions of this Article shall not apply to claims in the nature of wage rights arising from individual employment contracts or collective labour agreements applicable, which meet the conditions laid down in paragraph (1), the protection of which is ensured in accordance with the provisions of Law No 67/2006 on the protection of the rights of employees in the event of the transfer of undertakings, units or parts thereof, as well as in accordance with other applicable laws.*)
(As amended by Article 243a, paragraph 4 of Article I of EMERGENCY ORDINANCE No. 90 of 29 September 2010, published in MONITORUL OFICIAL No. 674 of 4 October 2010.)

Article 243^1

(1) In the case of a merger, holders of securities other than shares, which give special rights, must be granted in the absorbing company rights at least equivalent to those they held in the absorbed company, unless the change in the rights in question is approved by a meeting of the holders of such securities or individually by the holders of such securities or unless the holders have the right to have their securities redeemed.
(2) In the case of a spin-off, holders of securities other than shares that carry special rights shall be granted, in the benefit companies to which such securities may be opposed, rights at least equivalent to those they enjoyed in the split company, unless the change in such rights is approved by a meeting of the holders of such securities or by them individually, or unless the holders have the right to obtain redemption of the securities held.
(Art. 243^1 was introduced by art. I para. 165 of Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006. )

Articolul 243^2

(1) The administrators of the companies participating in a merger or division must draw up a detailed written report explaining the draft merger or division and specifying its legal and economic basis, in particular with regard to the exchange ratio of the shares. In the case of a division, the report shall also include the criterion for the allocation of the shares.
(2) The report shall also describe any special difficulties encountered in carrying out the evaluation.
(3) In the case of a division, the report of the managers shall also include, where appropriate, information on the preparation of the report on the valuation of contributions pursuant to Article 215, for the benefit companies, and the register in which it must be filed.
(3) Para. (3) of Article 243^2 was amended by para. 10 of the sole Article of EMERGENCY ORDINANCE No. 2 of 28 February 2012, published in the Official Gazette of Romania, No. 143 of 2 March 2012.
(4) The managers of the split company or, as the case may be, of each of the companies involved in the merger must inform the general assembly of their company, as well as the managers of the other companies involved in the operation, so that they can, in turn, inform the general assemblies of the respective companies of any substantial change in the assets and liabilities that has occurred between the date of preparation of the split/merger project and the date of the general assemblies that are to decide on this project. The obligation to inform the shareholders/partners and the managers of the other companies involved in the merger/split operation also exists in cases where, pursuant to Article 246^1, the general assembly of the shareholders/partners is not convened
(As of 02-03-2012, Alin. (4) of Art. 243^2 was amended by Art. 10 of the Single Article of EMERGENCY ORDINANCE no. 2 of February 28, 2012, published in MONITORUL OFICIAL no. 143 of March 2, 2012. )
(5) The preparation of the report provided for in paragraph (1) and the communication of the information provided for in paragraph (4) are not necessary if all the shareholders/partners and all the holders of other voting securities of each of the companies participating in the merger or division so decide.
(Par. (5) of Art. 243^2 was introduced by art. 11 para. (1) of EMERGENCY ORDINANCE no. 2 of 28 February 2012, published in the MONITORUL OFICIAL no. 143 of 2 March 2012. )

(Art. 243^2 was introduced by art. I para. 165 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Articolul 243^3

(1) One or more experts, natural or legal persons, acting on behalf of each of the companies participating in the merger or division, but independently of them, shall be appointed by the registrar of the commercial register to examine the draft merger or division and draw up a written report to the shareholders.
(As of 26-11-2022, the sintagma: the judge-delegate was replaced by Article 135, Section 10, Chapter IV of LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(2) This report shall specify whether the exchange ratio of shares or participation interests is correct and reasonable. The report shall also indicate the method or methods used to determine the proposed exchange ratio, shall state whether the method or methods used are appropriate for the particular case, shall set out the values obtained by applying each of these methods and shall contain the experts' opinion as to the weight attributed to the methods concerned in order to arrive at the final value. The report shall also describe any particular difficulties encountered in making the valuation.
(3) Upon the joint request of the companies participating in the merger or division, the registrar of the commercial register shall appoint one or more experts acting for all companies involved, but independently of them.
(As of 26-11-2022, the sintagma: the judge-delegate was replaced by Article 135, Section 10, Chapter IV of LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(4) Each of the experts appointed in accordance with this article shall be entitled to obtain from any of the companies participating in the merger or division all relevant information and documents and to make all necessary investigations.
(5) The examination of the draft merger or, as the case may be, division and the preparation of the report provided for in paragraph (1) shall not be necessary if all the shareholders/partners or all the holders of other securities carrying voting rights in each of the companies participating in the merger or division so decide.
(Par. (5) of Art. 243^3 was introduced by Art. I para. (6) of the EMERGENCY ORDINANCE no. 52 of April 21st, 2008, published in the OFFICIAL GAZETTE no. 333 of April 30th, 2008. )

(Art. 243^3 was introduced by art. I para. 165 of Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006. )

Article 243^4

In the case of a merger by absorption, whereby one or more companies are dissolved without entering liquidation and transfer all their assets and liabilities to another company which holds all their shares or other securities carrying voting rights in the general meeting, the following articles shall not apply: Art. 241 lit. c)-e), Art. 243^2, Art. 243^3, Art. 244 para. (1) lit. b) and f), Art. 245 and Art. 250 para. (1) lit. b). Article 242 para. (3) shall remain applicable.
(Art. 243^4 was inserted by art. unic para. 12 of EMERGENCY ORDINANCE no. 2 of 28 February 2012, published in the Official Journal of Romania no. 143 of 2 March 2012. )

Article 243^5

In the case of a merger by absorption carried out by an absorbing company that holds at least 90%, but not all, of the shares/social parts or other securities that give their holders voting rights in the general meetings of the companies, it is not necessary to draw up the reports provided for in Articles 243^2 and 243^3 and to meet the requirements regarding the information of shareholders/associates provided for in Article 244 (1) lit. b), d) and e). Article 242 (3) remains applicable.
(Art. 243^5 was inserted by art. unic para. 12 of EMERGENCY ORDINANCE no. 2 of 28 February 2012, published in the MONITORUL OFICIAL no. 143 of 2 March 2012. )

Article 243^6

In the case of division, if the shares/social parts of each of the newly established companies are distributed to the shareholders/associates of the divided company proportionally with the participation quota in the social capital of the divided company, the following articles shall not apply: art. 243^2, art. 243^3, art. 244 para. (1) lit. b), d) and e).
(Art. 243^6 was introduced by art. unic para. 12 of EMERGENCY ORDINANCE no. 2 of 28 February 2012, published in the Official Gazette no. 143 of 2 March 2012. )

Article 244

(1) At least one month before the date of the extraordinary general meeting that is to rule on the draft merger or division, the management bodies of the companies participating in the merger or division shall make the following documents available to the shareholders/associates, at the company's registered office:
a) the merger or division project;
b) if applicable, the report of the administrators provided for in Article 243^2 (1)-(3) and/or the notification provided for in Article 243^2 (4);
(As amended by Article 244 (1) (b) of Law No 2/2012 of 28 February 2012, published in the Official Gazette of Romania, No 143 of 2 March 2012)
c) the annual financial statements and management reports for the last 3 financial years of the companies participating in the merger or division;
d) if applicable, the financial statements, drawn up no earlier than the first day of the third month preceding the date of the draft of the merger or division, if the latest annual financial statements were drawn up for a financial year ended more than 6 months before that date;
(As amended by Article 244 para. (1) of Law no. 2/2012 of 28 February 2012, published in the Official Gazette of Romania, No. 143 of 2 March 2012)
e) the report of the auditors or, where appropriate, the report of the financial auditor;
) if applicable, the report drawn up pursuant to Article 243^3;
(As amended by Article 1 (1) of Law No. 30-04-2008, Lit. f) was amended by Article 7 of Article I of Emergency Ordinance No. 52 of 21 April 2008, published in the Official Monitor No. 333 of 30 April 2008.) )
g) the record of contracts exceeding 10,000 lei each and currently in execution, as well as their allocation in the event of the company's division.
(2) The preparation of the financial statements provided for in paragraph (1) lit. d) is not necessary if the companies involved in the merger/division publish half-yearly reports and make them available to shareholders/associates, in accordance with capital market legislation, and also in the case where all shareholders/associates and holders of other voting titles of each of the companies involved in the merger/division have so agreed.
(As amended by Law No. 207/2015, published in the Official Journal of Romania No. 533 of 17 July 2015, entering into force on 18 July 2015)
(3) The company is not obliged to make the documents referred to in paragraph (1) available to shareholders at its registered office if they are published on the company's own website for a continuous period of at least one month before the general meeting that is to decide on the merger/division, a period which ends no earlier than the end of that general meeting. Article 242(2^2) shall apply mutatis mutandis.
(As amended by Law No. 287/2009, published in the Official Gazette of Romania, Part I, No. 829 of 10 December 2009, entering into force on 1 January 2010) (3) The provisions of this Article shall not apply to the following categories of income: (a) income from salaries and similar payments, as defined in Article 76 para. (1) (b) income from independent activities, as defined in Article 77 para. (1) (c) income from investments, as defined in Article 78 para. (1) (d) income from the transfer of property, as defined in Article 79 para. (1) (e) income from inheritance, donations and other similar transactions, as defined in Article 80 para. (1) (f) income from gambling and betting, as defined in Article 81 para. (1) (g) income from prizes and awards, as defined in Article 82 para. (1) (h) income from the sale of agricultural products, as defined in Article 83 para. (1) (i) income from the sale of goods and services, as defined in Article 84 para. (1) (j) income from the sale of movable property, as defined in Article
(4) Shareholders or partners may obtain, upon request and free of charge, copies of the documents listed in para. (1) or extracts therefrom. In the event that a shareholder or partner has agreed that the company may use electronic means to communicate information, copies of the documents provided for in para. (1) may be transmitted by e-mail.
(4) Alin. (4) al art. 244 a fost introdus de pct. 15 al art. unic din ORDONANȚA DE URGENȚĂ nr. 2 din 28 februarie 2012, publicată în MONITORUL OFICIAL nr. 143 din 2 martie 2012. )
(5) The provisions of paragraph (4) shall not apply where shareholders or partners have the possibility to download from the company's website and print the documents referred to in paragraph (1) throughout the period referred to in paragraph (3).
(Par. (5) of Art. 244 was inserted by art. 15 par. (1) of EMERGENCY ORDINANCE no. 2 of February 28, 2012, published in the MONITORUL OFICIAL no. 143 of March 2, 2012.)

(As of 01-12-2006, Art. 244 was amended by art. I para. 166 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 245

(1) The managers of the absorbed company or the company being split are liable to the shareholders or partners of that company for irregularities committed in preparing for and carrying out the merger or division.
(2) Experts who draw up the report provided for in Article 243 ^ 3, in respect of the absorbed or split company, are liable to the shareholders / partners of these companies for irregularities committed in the performance of their duties.

(As of 01-12-2006, Art. 245 was amended by art. I para. 167 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 246

(1) Within three months of the publication of the draft merger or division in one of the forms provided for in Article 242, the general meeting of each participating company shall decide on the merger or division, in compliance with the conditions for its convocation.
(As amended by Law No. 287/2009, published in the Official Gazette of Romania, No. 852 of 11 December 2009, entering into force on 4 January 2010)
(2) In the case of a merger by the establishment of a new company or a division by the establishment of new companies, the draft merger or division and, if contained in a separate document, the articles of association or the draft articles of association of the new/new companies shall be approved by the general meeting of each of the companies that are to cease to exist.
(As of 01-12-2006, Art. 246 was amended by art. I para. 168 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 246^1

(1) In the case of a merger by absorption whereby one or more companies are dissolved without entering liquidation and transfer all their assets and liabilities to another company which holds all their shares or other securities carrying voting rights in the general meeting, the approval of the merger by the general meeting of the shareholders of the companies involved in the merger, under the conditions of Article 239, is not necessary if:
a) each of the companies involved in the merger has met the requirements for the publicity of the draft merger provided for in Article 242 at least one month before the merger takes effect;
b) for a period of one month prior to the date on which the operation takes effect, all shareholders of the absorbing company have been able to consult, at the company's registered office or on its website, the documents referred to in Article 244 (1) (a), (c) and (d). The provisions of Article 244 (3)-(5) shall apply mutatis mutandis;
c) One or more shareholders/partners of the absorbing company, holding at least 5% of the subscribed capital, have the possibility to request the convening of a general meeting to pronounce on the merger.
(2) In the case of a merger by absorption, where the absorbing company holds at least 90%, but not all of the shares/social parts or other securities that give their holders voting rights in the meetings of the companies, the approval of the merger by the general meeting of the absorbing company is not necessary if the conditions provided for in paragraph (1) are met. The provisions of Article 244 paragraphs (3)-(5) shall apply accordingly.

(Art. 246^1 was inserted by art. unic para. 17 of EMERGENCY ORDINANCE no. 2 of 28 February 2012, published in the Official Gazette of Romania, no. 143 of 2 March 2012. )

Articolul 246^2

In the case of a division where the beneficiary companies jointly hold all the shares/social parts of the divided company and all other securities that give the right to vote in the general meeting of the divided company, the approval of the division by the general meeting of the divided company is not necessary if:
a) the publicity requirements of the draft division under Article 242 have been fulfilled at least one month before the division takes effect;
b) for a period of one month prior to the date on which the operation takes effect, all shareholders of the companies involved in the division have been able to consult the documents provided for in Article 244 (1). The provisions of Article 244 (3)-(5) shall apply mutatis mutandis;
c) the requirements for informing the shareholders/associates and the management/governing bodies of the other companies involved in the operation, provided for in Article 243^2 (4), have been fulfilled.
(Art. 246^2 was inserted by art. unic para. 17 of EMERGENCY ORDINANCE no. 2 of February 28, 2012, published in the MONITORUL OFICIAL no. 143 of March 2, 2012. )

Article 247

By way of derogation from the provisions of Article 115, when the merger or division has the effect of increasing the obligations of the partners of one of the participating companies, the decision shall be taken by unanimous vote.

Article 248

(1) The amending act of the constitution of the absorbing company is registered with the trade register in whose territorial jurisdiction the company has its registered office. It shall be published in the Official Gazette of Romania, Part IV, at the expense of the company.
(2) Advertising for the merged companies can be done by the merging company.

(As of 26-11-2022, Article 248 of Chapter II, Title VI was amended by Point 55, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)

Article 249

Merger/Acquisition has effects:
a) in the case of the establishment of one or more new companies, from the date of registration in the trade register of the new company or the last of them;
b) in other cases, from the date of registration of the resolution of the last general meeting which approved the operation, unless, by agreement of the parties, it is stipulated that the operation will take effect on another date, which however cannot be later than the end of the current financial year of the absorbing company or the beneficiary companies, nor earlier than the end of the last completed financial year of the company or companies transferring their assets.
(As of 01-12-2006, Art. 249 was amended by art. I para. 169 of the Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 249^1

Abrogat.
(On 02-03-2012, Art. 249^1 was repealed by art. unic pct. 18 of the EMERGENCY ORDINANCE no. 2 of 28 February 2012, published in the MONITORUL OFICIAL no. 143 of 2 March 2012. )

Article 250

(1) A merger or acquisition has the following consequences:
a) the transfer, both in the relations between the absorbed or split company and the absorbing/beneficiary companies, as well as in the relations with third parties, to the absorbing company or each of the beneficiary companies of all the assets and liabilities of the absorbed/split company; this transfer will be made in accordance with the allocation rules established in the merger/split project;
b) the shareholders or partners of the absorbed or split company become shareholders, respectively partners of the absorbing company, respectively of the beneficiary companies, in accordance with the allocation rules established in the merger/split project;
c) the merged or split company ceases to exist.
(2) No action or social part of the absorbing company can be changed for actions/social parts issued by the absorbed company and which are held:
a) by the acquiring company, directly or through a person acting in its own name but on behalf of the company; or
b) by the absorbed company, directly or through a person acting in his own name but on behalf of the company.
(3) No action or shareholding in any of the beneficiary companies can be exchanged for shares in the split company, held:
a) by the beneficiary company in question, directly or through a person acting in his own name but on behalf of the company; or
b) by the split company, directly or through a person acting in its own name but on behalf of the company.

(As of 01-12-2006, Art. 250 was amended by art. I para. 171 of LAW no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 250^1

The provisions of this chapter on division, with the exception of Article 250 (1) (c), shall also apply when a part of the assets of a company is split off and transferred as a whole to one or more existing companies or companies thus constituted, in exchange for the allocation of shares or social parts of the beneficiary companies to:
a) shareholders or members of the company transferring the assets (demerger in the interest of shareholders or members); or
b) the company transferring the assets (spin-off in the social interest).
(Art. 250^1 was introduced by art. I para. 172 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 251

(1) The invalidity of a merger or division may be declared only by court decision.
(2) From the date of its establishment, in accordance with Article 249, the merger or division may be declared null and void only if it was not subject to a legality check or if the decision of one of the general meetings that voted on the merger or division project is null or void.
(As of 26-11-2022, Paragraph (2) of Article 251, Chapter II, Title VI was amended by Point 56, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(3) Proceedings for the cancellation and declaration of nullity of the merger or division may not be initiated after the expiry of a period of 6 months from the date on which the merger or division became effective under Article 249, or if the situation has been rectified.
(As amended by Order no. 52 of April 21, 2008, published in the Official Monitor no. 333 of April 30, 2008, art. 251 para. (3) was modified)
(4) If the irregularity that may lead to the nullity of a merger or division can be remedied, the competent court shall grant the companies involved a period for rectifying it.
(5) The final decision on the invalidation of a merger or division shall be forwarded ex officio by the court to the trade register offices at the seats of the companies involved in the respective merger or division.
(6) The final decision to declare the nullity of a merger or division does not affect, in itself, the validity of the obligations incurred by or for the benefit of the absorbing company or the beneficiary companies, engaged after the merger or division became effective, under Article 249, and before the decision to declare the nullity was published.
(7) In the event of the nullity of a merger, the companies participating in the respective merger are jointly and severally liable for the obligations of the absorbing company, entered into during the period mentioned in para. (6).
(8) In the event of the nullification of a division, each of the beneficiary companies is liable for its own obligations incurred during the period specified in para. (6). The divided company is also liable for these obligations, within the limit of the net asset quota transferred to the beneficiary company on account of which the respective obligations arose.

(As amended by Article 251a, paragraph 173 of Article I of Act No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006.)

Article 251^1

In the case of companies organized under the dualist system, the obligations of the managers provided for in Articles 241 and 243^2, respectively in Article 245, shall be incumbent upon the board of directors, respectively the members thereof.
(Art. 251^1 was introduced by art. I para. 174 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Chapter III

Abrogat.
(As of 23-07-2023, Chapter III, Title VI was repealed by Point 5., Article I of the LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Section 1

Repeating the same string in English:
(As of 23-07-2023, Section 1, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^2

Abrogat.
(As of 23-07-2023, Article 251^2, Section 1, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Articolul 251^3

Abrogat.
(As of 23-07-2023, Article 251^3, Section 1, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Section 2

Repeating the same string in English:
(As of 23-07-2023, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^4

Abrogat.
(As of 23-07-2023, Article 251^4, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023)

Article 251^5

Abrogat.
(As of 23-07-2023, Article 251^5, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023)

Article 251^6

Abrogat.
(As of 23-07-2023, Article 251^6, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023)

Article 251^7

Abrogat.
(As of 23-07-2023, Article 251^7, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^8

Abrogat.
(As of 23-07-2023, Article 251^8, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Articolul 251^9

Abrogat.
(As of 23-07-2023, Article 251^9, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023)

Article 251^10

Abrogat.
(As of 23-07-2023, Article 251^10, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^11

Abrogat.
(As of 23-07-2023, Article 251^11, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^12

Abrogat.
(As of 23-07-2023, Article 251^12, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of Law No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^13

Abrogat.
(As of 23-07-2023, Article 251^13, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^14

Abrogat.
(As of 23-07-2023, Article 251^14, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^15

Abrogat.
(As of 23-07-2023, Article 251^15, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^16

Abrogat.
(As of 23-07-2023, Article 251^16, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^17

Abrogat.
(As of 23-07-2023, Article 251^17, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023)

Article 251^18

Abrogat.
(As of 23-07-2023, Article 251^18, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Article 251^19

Abrogat.
(As of 23-07-2023, Article 251^19, Section 2, Chapter III, Title VI was repealed by Article I, Point 5 of LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Chapter IV Cross-Border Merger

(On 23-07-2023, Title VI was supplemented by Point 6., Article I of the Law No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Section 1 Scope. Definition
(On 23-07-2023, Chapter IV of Title VI was supplemented by Point 6., Article I of the LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023 )

Article 251^20

(1) Joint-stock companies, joint-stock companies limited by shares, limited liability companies - Romanian legal entities - and European companies with their registered office in Romania may, under this Act, merge with companies whose registered office or, as the case may be, central administration or principal place of business is in other Member States of the European Union or in states participating in the European Free Trade Association, hereinafter referred to as "Member States", which are governed by their legislation and operate in one of the legal forms listed in Annex II to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law, published in the Official Journal of the European Union, Series L, No 169 of 30 June 2017.
(2) Joint-stock companies, joint-stock companies limited by shares, limited liability companies - Romanian legal entities - and European companies with their registered office in Romania may merge with companies that have their registered office or, as the case may be, their central administration or principal place of business in another Member State and which, without falling within the types of entities referred to in paragraph (1), have legal personality, hold their own separate estate which is the sole source for the satisfaction of social obligations and are subject to publicity formalities similar to those provided for in Directive (EU) 2017/1132, if the law of that Member State permits such mergers.
(3) In the event that the absorbing company is a limited partnership, established and operating under Romanian law, the shareholders of the absorbed company will always be limited partners of the absorbing limited partnership company, unless otherwise provided in the resolution approving the merger project.

(As of 23-07-2023, Section 1, Chapter IV, Title VI was supplemented by Point 6., Article I of the LAW no. 222 from 14 July 2023, published in the MONITORUL OFICIAL no. 667 on 20 July 2023 )

Articolul 251^21

Exempted from the application of the provisions of this chapter:
a) companies regulated by Law No. 297/2004, as subsequently amended and supplemented, by the Emergency Government Ordinance No. 32/2012 on collective investment schemes in transferable securities and investment management companies, and for the amendment and supplementation of Law No. 297/2004 on the capital market, approved with amendments and supplements by Law No. 10/2015, as subsequently amended and supplemented, by Law No. 74/2015 on alternative investment fund managers, as subsequently amended and supplemented, by Law No. 24/2017 on issuers of financial instruments and market operations, as subsequently amended and supplemented, by Law No. 126/2018 on financial markets, as subsequently amended and supplemented, and by Law No. 243/2019 on the regulation of alternative investment funds and the amendment and supplementation of certain normative acts;
b) the companies that are the subject of the instruments, powers and resolution mechanisms, corrective and resolution measures and crisis prevention measures provided for in Law No. 312/2015 on the recovery and resolution of credit institutions and investment firms, and for the amendment and supplementation of certain normative acts in the financial field, with subsequent amendments and supplements;
c) companies in the process of liquidation which have started to distribute assets to partners;
d) companies in insolvency or prevention of insolvency procedures under Law No. 85/2014 on insolvency prevention and insolvency procedures, as amended and supplemented;
e) the merger operations subject to Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European Company (SE), published in the Official Journal of the European Union, L series, No 294 of 10 November 2001.
(As of 23-07-2023, Section 1, Chapter IV, Title VI was supplemented by Point 6., Article I of the LAW no. 222 from 14 July 2023, published in the MONITORUL OFICIAL no. 667 on 20 July 2023 )

Article 251^22

(1) Romanian law shall be the applicable law for the procedures and formalities of the cross-border merger in order to obtain the prior certificate by the participating companies in the merger, legal persons under Romanian law, respectively the procedures and formalities carried out for the registration in the trade register of the newly established company as a result of the cross-border merger or, as the case may be, for the registration of the modifications regarding the amendment of the constitutive act of the absorbing company, legal persons under Romanian law, in these last two cases, establishing also the date from which the cross-border merger produces effects.
(2) The newly established company as a result of a cross-border merger may have one of the forms of company provided for in Article 251^20 paragraph (1).

(As of 23-07-2023, Section 1, Chapter IV, Title VI was supplemented by Point 6., Article I of the LAW no. 222 from 14 July 2023, published in the MONITORUL OFICIAL no. 667 on 20 July 2023 )

Articolul 251^23

(1) In the sense of this law, the cross-border merger is the operation by which:
a) one or more companies listed in Annex II to Directive (EU) 2017/1132, of which at least two are governed by the laws of two different Member States, are dissolved without going into liquidation and transfer all their assets and liabilities to another company in return for the allocation to the partners of the absorbed company or companies of shares, parts of a company or securities representing the share capital of the acquiring company and, where appropriate, a cash payment of no more than 10 % of the nominal value of the shares, parts of a company or other securities representing the share capital so allocated; or
b) several companies, among those listed in Annex II to Directive (EU) 2017/1132, of which at least two are governed by the laws of two different Member States, are dissolved without entering into liquidation and transfer all their assets and liabilities to a company they constitute in exchange for the allocation to their partners of shares, parts of a partnership or other securities representing the share capital of the newly constituted company and, possibly, a cash payment of no more than 10 % of the nominal value of the shares, parts of a partnership or other securities thus allocated;
c) a company, as listed in Annex II to Directive (EU) 2017/1132, is dissolved without entering into liquidation and transfers all its assets and liabilities to another company governed by the law of another Member State, which holds all its shares, social parts or other securities representing its share capital;
d) one or more companies listed in Annex II to Directive (EU) 2017/1132 transfer all their assets and liabilities to another existing company, the acquiring company, as a result of a dissolution without liquidation, without the issuing of new shares, parts of a participation or other securities representing the share capital by the acquiring company, provided that a person holds directly or indirectly the totality of the shares, parts of a participation or other securities representing the share capital of the merging companies or provided that the partners of the merging companies hold the shares, parts of a participation or other securities representing the share capital in the same proportion in all the merging companies.
(2) Cash payments may exceed the percentages laid down in Article 1(1)(a) and (b) if the legislation of at least one of the Member States of which the participating companies in the merger or the newly constituted company are nationals permits this.

(As of 23-07-2023, Section 1, Chapter IV, Title VI was supplemented by Point 6., Article I of the LAW no. 222 from 14 July 2023, published in the MONITORUL OFICIAL no. 667 on 20 July 2023 )

Section 2 Steps. Effects. Nullity
(As of 23-07-2023, Chapter IV, Title VI was supplemented by Point 6., Article I of the LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023 )

Article 251^24

(1) The administrators or members of the board of directors of the companies that are to participate in the merger shall draw up a joint draft cross-border merger plan, which must include at least:
a) the legal form of the company, the name/title and the registered office of all companies participating in the merger;
b) legal form of the company, the name/designation and registered office of the newly established company, if applicable;
c) the conditions for the allocation of shares, social parts or other securities representing the social capital of the absorbing company or the newly established company;
d) exchange rate of shares, social parts, or other securities representing the share capital and the amount of any potential cash payments;
e) the date from which the shares, membership interests or other securities representing the share capital referred to in point (c) confer on the holders the right to participate in the profits, and any special conditions affecting that right;
f) the rights granted by the absorbing or newly constituted company to the holders of shares, social parts or other securities representing the share capital which confer special rights, or the measures proposed in respect thereof;
g) any special advantages granted to the managers or directors or, as the case may be, the members of the supervisory board or board of management;
h) information on the valuation of the assets and liabilities transferred to the acquiring company or the newly established company;
i) the date from which the transactions of the absorbed company are considered, for accounting purposes, as belonging to the absorbing or newly-established company;
j) the implications of the merger for the workforce;
k) data situațiilor financiare ale societăților participante care au fost folosite pentru a se stabili condițiile fuziunii;
l) where applicable, information on the procedures for establishing employee participation and other ways of involving employees in the operations of the acquiring or newly established company;
m) the price of the shares, social parts or other securities representing the social capital in the event that the associates exercise their right of withdrawal from the company, as well as the e-mail address to which the associates can send the withdrawal statement;
n) any guarantees granted to creditors, such as real or personal guarantees.
(2) The cross-border merger project referred to in paragraph (1) shall be attached to the draft articles of association of the company to be established, or the draft amending act of the articles of association of the absorbing company, as well as the financial statements drawn up for the purpose of the merger, approved and audited in accordance with the law, which may not be more than 6 months old before the date of the merger project.
(3) At least six weeks before the date of the general meeting convened to approve the cross-border merger, the joint cross-border merger project and its annexes shall be made available to the partners and employees, at least in electronic form, by being posted on the company's website in accordance with Article 251^28 para. (3) or by electronic transmission, the partners and employees also receiving a notification in accordance with Article 251^28 para. (1).

(On 23-07-2023, Section 2, Chapter IV, Title VI was supplemented by Point 6., Article I of the Law No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Articolul 251^25

(1) The administrators or, as the case may be, the members of the board of directors of each of the companies involved in the cross-border merger shall draw up a report in two sections, one for the partners and the other for the employees, or two separate reports explaining and justifying the legal and economic aspects of the cross-border merger, explaining the implications for employees. The report shall specify, in particular, the implications of the cross-border merger for the future economic activity of the company.
(2) The section of the report for/to the partners specifies at least the following:
a) the implications of the cross-border merger for the partners;
b) the price of shares, social parts or other securities representing the social capital in the event that the associates exercise their right of withdrawal from the company, including the method / methods used for its calculation;
c) the exchange rate of the shares, social parts or other securities representing the share capital and the method/methods of calculation used for calculating it, as well as the amount of any cash payments;
d) drepturile de care beneficiază asociații potrivit dispozițiilor art. 251^30.
(3) The section of the report intended for/The report intended for partners is not mandatory for limited liability companies with a single partner and in cases where all partners have agreed to waive this requirement.
(4) The section of the report for/to employees specifies at least the following:
a) the implications of cross-border mergers on employment relationships, as well as, where appropriate, the measures necessary to maintain these employment relationships;
b) any substantial change in the terms and conditions of employment or with regard to the locations of the participating companies in the merger;
c) manner in which the elements referred to in lit. a) and b) affect the subsidiaries of the companies participating in the merger.
(5) The section of the report for/to employees is not mandatory if the business of the companies participating in the merger and, if applicable, their subsidiaries is carried out exclusively by managers or, as the case may be, by members of the board of directors or, as the case may be, by members of the supervisory board and the management board.
(6) At least six weeks before the date of the general meeting convened to approve the cross-border merger, the report referred to in paragraph (1) or, as the case may be, the appropriate section of the report or separate reports shall be made available to the partners and employee representatives or, where employee representatives have not been appointed, to each company participating in the merger, at least in electronic form, by being displayed on the company's website in accordance with the provisions of Article 251^28(3) or by being transmitted electronically. Where the approval of the merger by the general meeting is not required, the report or reports shall be made available to the partners and employees at least six weeks before the date of the general meeting of any of the other companies merging. Where the law applicable to each of the companies participating in the merger provides for an exemption from the approval of the merger by the general meeting of partners, the report or reports shall be made available to the partners and employees at least six weeks before the date set for its approval by the board of directors or, as the case may be, the management board.
(7) The employee representatives or, if no employee representatives have been appointed, the employees themselves, shall be entitled to express an opinion on the report addressed/section of the report addressed to the employees at least 5 days before the date of the general meeting convened to approve the cross-border merger. The opinion shall be annexed to the report and the managers/members of the board of directors shall provide a reasoned response to the expressed opinion at least one day before that date. The partners shall be informed of the opinion expressed by the employee representatives or, as the case may be, by the employees themselves.
(8) In the event that, in accordance with para. (3), the section of the report intended for associates is waived, and the section intended for employees is not mandatory, being applicable the provisions of para. (5), the report is not necessary.
(9) Paragraphs (1)-(8) shall be without prejudice to the information and consultation rights and procedures applicable to employees under Law No 467/2006 establishing the general framework for the information and consultation of employees, as amended and supplemented, and under Law No 217/2005 on the establishment, organisation and functioning of the European company committee, as republished, as amended and supplemented, with paragraph (7) applying mutatis mutandis.
(10) The administrators or, as the case may be, the members of the board of directors of each of the companies involved in the cross-border merger shall inform the partners, before the date of the general meeting conveneded to approve the cross-border merger or, at the latest, during such meeting, if, subsequent to the date of preparation of the common draft cross-border merger and of the report/reports provided for in paragraph (1), significant changes have occurred regarding the company's assets or the level of its revenues, in particular if these would result in a different exchange rate, a different allocation of shares, partnership interests or other securities representing the share capital of the acquiring companies or a different price for the shares, partnership interests or other securities representing the share capital for the partners who would exercise their withdrawal right.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^26

(1) The cross-border merger project is examined by an independent expert, for each of the companies participating in the merger, or by one or more experts for all the participating companies legal persons Romanian or European companies with head office in Romania, expert / experts who draws up an evaluation report, which is made available to the partners at least one month before the date of the general meeting convened to approve the cross-border merger, at least in electronic format. The assessment, aiming to support the activity of verifying the legality of the merger, according to the provisions of art. 251^33, is impartial and objective, being carried out according to the provisions of the Government Emergency Ordinance no. 24/2011 on certain measures in the field of evaluation of goods, approved with amendments by Law no. 99/2013, with subsequent amendments and completions.
(2) The appraisal report provided for in paragraph (1) shall specify whether the price of the shares, social parts or other securities representing the share capital set for the associates exercising the right of withdrawal and the exchange rate of the shares, social parts or other securities representing the share capital are appropriate. In carrying out the appraisal, the independent expert shall take into account the market price of the shares, social parts or other securities representing the share capital of the participating companies before the publication of the draft merger or the value of the companies, excluding the effect of the proposed merger, the price of the shares, social parts or other securities representing the share capital, which is determined in accordance with the appraisal methods recognized by the appraisal standards in force on the date of the appraisal. The report must, at least:
a) indicate the method or methods used to determine the price of shares, parts of social capital or other securities representing social capital;
) indicate the method or methods used to determine the exchange rate of shares, social parts or other securities representing the share capital;
c) indicate whether the methods used are suitable for evaluating the price of shares, social parts or other securities representing social capital and the exchange rate, indicate the values obtained through the use of evaluation methods and issue an opinion on the relative importance attributed to the methods used to obtain the value thus determined and in the event that different methods have been used in the companies participating in the merger;
d) to describe any difficulties encountered during the evaluation.
(3) The companies participating in the merger are obliged to make available to the expert all the necessary information for him to be able to examine the draft cross-border merger and draw up the report provided for in para. (1).
(4) No examination of the cross-border merger plan by one or more independent experts and preparation of a report is required in the case of limited liability companies with a single partner and also in the case of companies where all the partners agree to waive the preparation thereof.
(5) In cases where the approval of the merger by the general meeting is not required, the expert's report shall be made available to the partners at least one month before the date of the general meeting of any of the other companies involved in the merger. Where the law applicable to each of the companies participating in the merger provides for an exception from the approval of the merger by the general meeting of the partners, the expert's report shall be made available to the partners at least one month before the date set for its approval by the board of directors or, as the case may be, the management board.
(6) If the report of the independent expert shows that the price of the shares/social shares/other securities representing the social capital established for the associates who exercise the right of withdrawal and the exchange rate of the shares, social shares or other securities representing the social capital are not appropriate, the company shall amend the merger project accordingly.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^27

(1) The independent expert/experts drawing up the report provided for in Article 251^26(1) shall be a/shall be authorised valuers under the law.
(2) The authorized appraiser is independent of the companies participating in the merger and, in carrying out the appraisal of the transaction, is not in a conflict of interest with the company. The authorized appraiser who is in one of the following circumstances cannot prepare the appraisal report on the cross-border merger:
a) have been partners, managers, directors/members of the board of directors, members of the supervisory board in any of the companies participating in the cross-border merger;
b) had, in the 2 years preceding the date of the evaluation request, the status of financial auditor, certified accountant, or authorized accountant for any of the companies involved in the cross-border merger;
) has had, in a period of 2 years prior to the date of the request for evaluation, employment relationships with any of the companies participating in the cross-border merger;
d) have a personal interest, whether pecuniary or not, which could influence the impartiality and objectivity of the assessment.
(3) The evaluation report shall be accompanied by a declaration of the authorised evaluator certifying that the legal conditions for the preparation of the cross-border merger evaluation report have been met.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^28

(1) At least one month before the date of the general meeting convened to approve the cross-border merger, each of the Romanian legal entities and/or European companies based in Romania participating in the cross-border merger shall file with the trade register the common draft cross-border merger, accompanied by a statement on the method of publishing the draft merger and a notification informing the associates, creditors and representatives of the employees of the merging companies or, if no representatives have been appointed, the employees themselves that they may submit observations on the draft cross-border merger at least 5 days before the date of the general meeting, as well as the administrators' statement of honor provided for in Article 25133 (3) (i).
(2) The documents for which advertising has been carried out pursuant to para. (1) are also available free of charge through the register interconnection system.
(3) It is not necessary to publish the cross-border merger project referred to in paragraph (1) if, for a continuous period starting at least one month before the date of the general meeting of the partners and ending no earlier than the end of that meeting, the participating company in the merger makes the documents referred to in paragraph (1) available to the public on its website, free of charge.
(4) The participating company in the cross-border merger that has opted for the publicity of the draft cross-border merger pursuant to paragraph (3) must ensure the technical conditions for the continuous and uninterrupted display, free of charge, of the documents provided by law for the entire period provided for in paragraph (3). The company is responsible for proving the continuity of publicity and ensuring the security of its own website and the authenticity of the displayed documents.
(5) In the case of carrying out the publicity of the cross-border merger project according to para. (3), the company shall file with the trade register office, according to the provisions of art. 84 of Law no. 265/2022 on the trade register and for the amendment and supplementation of other normative acts with incidence on the registration in the trade register, at least one month before the date of the general meeting, a document which includes the following information, for each of the merging companies:
a) the legal form of the company, the trade name/company name, the registered office, the registration number in the trade register, as well as the proposed legal form of company, trade name/company name and registered office for each newly incorporated company;
b) the trade register office where the documents for which, according to the law, publicity is mandatory, were filed;
c) information on the steps taken to enforce the rights of creditors, employees and associates, as provided for in this law;
d) the coordinates of the website of the companies participating in the cross-border merger, where the draft cross-border merger and the notification referred to in paragraph (1) and full information on the procedures referred to in lit. c) can be consulted online, free of charge.
(6) The cross-border merger project or, as the case may be, the document referred to in paragraph (5) shall be published in the Electronic Bulletin of the Trade Register, the document being transmitted electronically by the trade register office at the company's head office, in accordance with the provisions of Article 15(3) of Law No. 265/2022. In the case where the publicity is carried out in accordance with paragraph (3), the information referred to in paragraph (5) shall be published in the Electronic Bulletin of the Trade Register.
(7) In cases where the approval of the merger by the general meeting is not required, the publicity of the documents and information referred to in para. (1) or, as the case may be, in para. (5) shall be made at least one month before the date of the meeting of the general meeting of any of the other companies participating in the merger. In cases where the law applicable to each of the companies participating in the merger provides for exemption from the approval of the merger by the general meeting of the partners, the publicity of the documents and information referred to in para. (1) or, as the case may be, in para. (5) shall be made at least one month before the date set for its approval by the board of directors or, as the case may be, by the management.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^29

(1) The general meeting of the partners of each participating company in the merger, taking cognizance, if applicable, of the reports provided for in Articles 251^25 and 251^26 and, where appropriate, of the observations of the employees or their representatives on the draft cross-border merger and the opinion on the report intended for them, formulated in accordance with the provisions of Article 251^25, decides on the common draft cross-border merger. The provisions of Article 116 shall apply mutatis mutandis.
(2) By way of exception to the provisions of Article 117 (2) and Article 195 (3), the time limit for the convening of the general meeting of the associates may not be less than six weeks from the date of its convocation, in accordance with the law.
(3) In the case of joint-stock companies and limited partnerships, the decision is made in accordance with the provisions of Article 115 (2), second sentence, by the constitutive act not being able to establish majority requirements greater than 90% of the votes held by the partners present or represented.
(4) In the case of limited liability companies, the resolution shall be adopted with the quorum provided for in Article 192, but with a majority of at least two-thirds of the votes of the partners present or represented, the articles of association not being able to establish majority requirements greater than 90% of the votes held by the partners present or represented.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^30

(1) Partners who did not vote in favor of the general assembly resolution approving the merger are entitled to withdraw from the company and request the purchase of their shares, social parts or other securities representing the social capital by the company.
(2) The right of withdrawal may be exercised within 30 days from the date of the resolution of the general meeting of the partners, provided that the intention to withdraw is notified no later than at the general meeting of the partners.
(3) The partners shall file at the registered office of the company a written statement of withdrawal, specifying whether they agree with the price of the shares, social parts or other securities representing the social capital established in the common cross-border merger project and confirmed by the independent expert/experts, as well as the shares they hold or, as the case may be, the shareholder certificates issued pursuant to the provisions of Article 97. The statement may also be transmitted electronically, to the e-mail address indicated for this purpose in the common cross-border merger project.
(4) The price for the shares, partnership interests or other securities representing the share capital of the withdrawing partner, determined by the company in the draft cross-border merger and confirmed by the independent expert/experts in the valuation report, shall be paid within two months from the date on which the cross-border merger takes effect, in accordance with the provisions of Article 251^36 paragraph (3), unless a shorter term is provided for in the joint draft cross-border merger or agreed upon by the parties.
(5) Within 15 days from the date of expiry of the period provided for in paragraph (2), the partner who, exercising his right of withdrawal, claims that the price of the shares, social parts or other securities representing the share capital does not have an adequate character, may request the court within whose jurisdiction the head office of the participating company in the merger is located to compel it to pay monetary compensation.
(6) The claim for the monetary compensation provided for in paragraph (5) shall be tried as a matter of urgency and with priority, the decision being subject to appeal only.
(7) The pre-merger certificate may be issued only if the company provides sufficient guarantees for the payment / evidence of the existence of cash for the payment, within the time limit provided by law or agreed by the parties, of the price of the shares, social parts or other securities representing the share capital.
(8) The company shall immediately make available to creditors whose claims predate the date of publication of the draft merger, at least in electronic format, information on the number of partners who have notified their intention to exercise the right of withdrawal.
(9) Romanian law, as the law of the state of origin, is the applicable law for the withdrawal right of the partner, and the court within whose jurisdiction the registered office of the company participating in the cross-border merger is located is the competent court to hear the claim for the establishment of monetary compensation and any other dispute concerning this right.
(10) Within 15 days of the expiry of the period referred to in paragraph (2), associates who have decided not to exercise their right of withdrawal, but who claim that the exchange rate is inadequate, may apply to the court within the jurisdiction of which the participating company in the cross-border merger is located to compel it to pay monetary compensation. Paragraphs (6) to (9) shall apply mutatis mutandis.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^31

(1) Within 45 days from the date of the publication of the draft cross-border merger plan, as provided for in Article 251^28, any creditor whose claim precedes this date and is not due on this date and who is dissatisfied with the guarantees granted by the draft cross-border merger plan shall notify the participating company of the merger whose creditor he is, with a view to granting adequate guarantees.
(2) Within 15 days of the expiry of the period referred to in paragraph (1), the company shall submit to the creditor the offer regarding the provision of guarantees.
(3) In the event that the creditor referred to in para. (1) does not consider the guarantees granted to be adequate, it may apply to the court to compel the company to grant adequate guarantees, if the creditor proves, reasonably, that the merger affects the chances of covering the claim. The guarantees are granted on the condition that the merger takes effect.
(4) The application shall be filed, within 3 months from the date of the publicity under the provisions of Article 25128, with the registry office of the registered office of the company participating in the merger, which, within 3 days from the date of filing, shall register it and forward it to the court within whose jurisdiction the registered office of the company participating in the merger is located. The proof of notification of the company for the establishment of guarantees and, where appropriate, the offer of the company shall be attached to the application. The decision of the court is enforceable and is subject to appeal only.
(5) The creditor's claim shall be tried as a matter of urgency and with priority. If several claims are made, they shall be joined.
(6) The pre-merger certificate may be issued only if the company provides evidence of the establishment of the guarantees according to the joint draft of the merger or as a result of the notification of the company or according to the court decision.
(7) Romanian law is the applicable law for the claims of the creditors of the company participating in the merger made in accordance with para. (3), and the court within whose jurisdiction the seat of the company participating in the cross-border merger is the court competent to hear the claims of these creditors.
(8) For a period of 2 years from the date on which the cross-border merger takes effect, in accordance with Article 251^36 (3), any application from any creditor holding a claim prior to the date of publication of the draft merger and not due at that date, in connection with that claim, may be submitted to the competent court within whose territorial jurisdiction the participating company in the merger of which the creditor is a creditor had its registered office.
(9) By way of derogation from the provisions of Article 172 (1) (d), paragraphs (1)-(8) shall also apply to bondholders.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^32

(1) If the absorbing or newly established company is a European company with its registered office in Romania, the managers of the companies participating in the merger ensure compliance with the right of employee involvement in the company's activities, in accordance with the provisions of Government Emergency Ordinance no. 187/2007.
(2) If one or more of the companies involved in the merger, which are governed by the laws of another Member State, operate an employee involvement mechanism in the company's affairs of the type referred to in Article 2(k) of Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European Company with regard to employee involvement, or another employee involvement mechanism, or if at least one of the companies involved in the merger has, in the 6 months preceding the publication of the joint draft merger, an average number of employees equivalent to 4/5 of the threshold applicable, as provided for by the law applicable to the company involved in the merger, for the triggering of employee involvement, the absorbing or newly established company, a Romanian legal person, or the European company with its registered office in Romania, is required to establish such a mechanism, with the corresponding application of the provisions of Article 3(1) and (2), Articles 4 to 7, Article 10(1) and (2)(a), (g) and (h), Articles 11 to 24, and Articles 27 and 28 of Government Emergency Ordinance No 187/2007.
(3) In the event that the absorbing company or the newly established company is a Romanian legal person or a European company with its registered office in Romania, the management bodies of the companies participating in the merger in which mechanisms for employee involvement operate may, without prior negotiation, comply with the reference provisions provided for in Articles 12 to 23 of Government Decision No. 187/2007 or comply with these provisions as of the date of registration in the trade register of the amendment to the articles of association of the absorbing company or as of the date of registration of the newly established company, the option being mentioned in the merger project.
(4) In the situation referred to in paragraph (3), the special negotiating group may decide by a two-thirds majority of its members representing at least two-thirds of the employees, including the votes of members representing employees from at least two different Member States, not to initiate negotiations or to terminate negotiations already initiated and to admit the application of the reference provisions of Government Decision No 187/2007.
(5) In the case of a Romanian legal entity resulting from a cross-border merger, where an employee involvement system is in place, the managers or, as the case may be, the members of the board of directors, shall ensure the protection of the rights of the employees resulting from this mechanism in the event of a subsequent cross-border transformation, merger or division or a subsequent domestic merger or division for a period of 4 years from the date on which the cross-border merger takes effect.
(6) Where reference standards apply following prior negotiations, the general meeting of partners may decide to limit the proportion of employee representatives on the management board/board of directors of the acquiring company or the newly established company as a result of the cross-border merger. However, where employee representatives have made up at least one third of the management or supervisory board in one of the merging companies, the limitation decided by the general meeting of partners may not have the effect of reducing the employees' participation to less than one third.
(7) The managers or, as the case may be, the members of the board of directors of the absorbing or newly established company shall inform the employees or, as the case may be, their representatives, if they opt to apply the reference standards or if they enter into negotiations. The result of the negotiations shall be communicated immediately to the employees or, as the case may be, their representatives.
(8) The general meeting of partners may reserve the right to condition the implementation of the cross-border merger on its explicit ratification of the methods of employee participation and other methods of their involvement in the company's activities.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^33

(1) The competence to verify the legality of the cross-border merger in terms of the procedure followed by the merging company, a Romanian legal entity or a European company with its registered office in Romania, belongs to the registrar of the commercial register office or, as the case may be, to the court within whose territorial jurisdiction the registered office of the company is located. The provisions of Article 105 of Law No. 265/2022, with the exception of the time limits for resolving the application, shall apply mutatis mutandis. For the purpose of exercising the competence to verify the legality of the cross-border merger, the registrar shall consult the competent public institutions, including, if necessary, those of the member state of the absorbing or newly established company.
(2) In the case where several companies participating in the merger are Romanian legal entities or European companies with their registered office in Romania, the competence to verify the legality of the cross-border merger belongs to the registrar of the office of the trade register or, as the case may be, to the court within whose territorial jurisdiction the registered office of any of these companies is located, which shall rule on each of the companies participating in the merger.
(3) The participating company in the merger shall file, pursuant to the provisions of Art. 84 of Law No. 265/2022, with the registry office of commerce a request for the issuance of the certificate prior to the cross-border merger, accompanied by the following:
a) the cross-border merger project, in the form approved by the general meeting of the partners of the participating company/companies in the merger;
b) the report of the managers or, as the case may be, of the members of the board of directors, to which, if appropriate, are annexed the observations of the employees or their representatives and those of the partners and/or creditors on the draft cross-border merger and, if appropriate, the opinion of the employees or their representatives on the report provided for in Article 251^25 and, if appropriate, the agreement of the partners on the waiver of the preparation of the report and/or evidence attesting the fulfilment of the conditions provided for in Article 251^25(3) and/or (5);
c) the report of the independent expert referred to in Article 25126;
d) the resolution of the general meeting/general meetings approving the cross-border merger;
e) information regarding compliance with legal requirements related to employee participation and other forms of their involvement, including, if applicable, the initiation of negotiation procedures, in accordance with the provisions of Government Decision no. 187/2007, as well as regarding the number of employees of each of the companies participating in the merger at the time of drafting the project;
f) documents certifying the establishment of the guarantees according to the cross-border merger project or as a result of the notification of the company by the creditors, according to the provisions of art. 251^31 para. (1), or, if applicable, the guarantees established according to the judicial decision on the request of the creditors, as well as the judicial decision, in copy;
g) documents certifying the existence of the available funds for the payment, within the legal term, of the price of the shares, social parts or other securities representing the social capital and, if the case, the monetary compensation established by judicial decision, as well as the judicial decision, in copy;
h) if an application for annulment or for a declaration of invalidity of the resolution of the general meeting of the associates approving the cross-border merger has been introduced, the judicial decision rejecting the application, in copy;
i) a statement by the managers or, as the case may be, the members of the board confirming, based on the data available and the checks carried out in accordance with the principle of prudence and diligence of a good manager, that the financial position of the participating company in the cross-border merger, as of the date of the statement, ensures the fulfillment of the obligations towards the partners and creditors arising from the cross-border merger, in accordance with the provisions of Articles 251^30 and 251^31.
(4) The Trade Register obtains from the registers kept by it and from other public institutions, by interinstitutional means, on the basis of a protocol, if necessary, for the purpose of verification by the registrar of the legality of the cross-border merger, the following:
a) the fiscal certificate, attesting the execution of the obligations of the participating company in the merger towards the state budget and the local budgets;
b) information from the fiscal record;
c) information from the judicial record;
d) information from the national integrated computer system for recording claims arising from offenses - ROARMIS;
e) information on the number of branches and their geographical location;
f) information on the number of employees;
g) information on the administrative sanctions imposed on the company, in accordance with the provisions of art. 53 and 54 of Law no. 217/2005, republished, with subsequent amendments and supplements, and in accordance with the provisions of art. 9 and 10 of Law no. 467/2006, with subsequent amendments and supplements;
h) information from the register of ultimate beneficial owners on the ultimate beneficial owners of the company.
(5) If the procedures for the cross-border merger and the formalities relating thereto are not completed, or if all the documents provided for by law are not submitted, the registrar, by order, within 10 days from the date of submission of the application, shall grant the company a period for regularization, which may not exceed 15 days.
(6) If all the procedures for the cross-border merger and formalities relating to this operation are fulfilled in accordance with the law and the reports provided for in Articles 251^25 and 251^26 are drawn up in accordance with the law, the registrar shall issue the certificate prior to the cross-border merger, the format of which is approved by order of the Minister of Justice.
(7) The Registrar shall reject, with reasons, the request for the issue of the certificate prior to the cross-border merger:
a) if the legal requirements for cross-border mergers have not been fulfilled, including the preparation of the reports provided for in Articles 251^25 and 251^26, in accordance with the law, and/or the documents certifying the fulfilment of these legal requirements have not been submitted to the registrar within the time limit granted by the registrar;
b) in the event that any of the companies participating in the merger have been finally convicted of a crime, and the penalty of the fine or, as the case may be, the complementary penalty has not yet been executed.
(8) If serious indications of abusive or fraudulent cross-border operations that lead or are intended to lead to tax evasion or avoidance or to the circumvention of European Union or domestic law, or that are intended to facilitate the commission of crimes, emerge from the documents submitted by the company, from the information and documents in the company file held by the trade register office or from those obtained by the trade register on an interinstitutional basis, the registrar shall refer the matter to the court within whose jurisdiction the company's head office is located, for a ruling on the application for a certificate prior to the cross-border merger. In such cases, all the documents submitted by the company and those obtained by the trade register on an interinstitutional basis, as well as relevant information from the trade register and the register of ultimate beneficial owners, shall be forwarded to the competent court.
(9) The request under para. (8) shall be dealt with urgently and as a priority, in the council chamber, with the company being cited. The public prosecutor's office attached to the court seised shall also be cited for the date fixed, and shall be sent copies of the documents in the file. In this case, the prosecutor's submission of conclusions is mandatory.
(10) By the decision rendered, in accordance with the provisions of Articles 527-540 of Law No. 134/2010 on the Civil Procedure Code, as republished, with subsequent modifications and additions, if it finds that the legal requirements for the cross-border merger have been met, the court shall allow the request and order the registrar to issue the certificate prior to the cross-border merger. If it finds that the cross-border merger is being carried out for abusive or fraudulent purposes, leading to or intending to lead to the violation or circumvention of European Union or domestic law or for the purpose of committing crimes, the court shall dismiss the request for the issuance of the certificate prior to the cross-border merger. The court's decision is enforceable and is subject to appeal only, which may also be exercised by the Public Ministry.
(11) The term for evaluating the request for the issue of the certificate prior to the cross-border merger may not exceed 3 months from the date of its submission, except in the case provided for in paragraph (8), when it may be extended by a maximum of 3 months. If, due to the complexity of the cross-border procedure, additional information or verifications are required and the evaluation cannot be completed within these terms, the registrar, ex officio or, as the case may be, upon notification by the court, communicates the reasons for any delays to the companies involved in the merger before the expiry of the terms.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Articolul 251^34

(1) The National Trade Register Office shall transmit the pre-merger certificate to the competent authority for checking the legality of the procedures for carrying out the cross-border merger in the Member State where the acquiring/newly established company has its registered office and to the trade registers of those Member States, through the system for interconnecting trade registers, and shall ensure access for third parties to that certificate, including through the system for interconnecting trade registers.
(2) In the case of a merger where the absorbing company or the newly incorporated company is governed by the legislation of another Member State, within one working day of the date of receipt, through the system of interconnection of the trade registers, of the notification that the cross-border merger has taken effect, the trade register office shall delete the participating company in the merger from the trade register, recording and noting that the deletion is the result of a cross-border merger, as well as the registration number, name/denomination and legal form of the absorbing company or, as the case may be, the newly incorporated company from/in another Member State.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^35

(1) In the case where the absorbing company is a Romanian legal person or a European company with its registered office in Romania, the registrar of the trade register office within whose territorial jurisdiction the absorbing company has its registered office shall verify the fulfillment of the conditions for registering the amending act of the constitutive act of the absorbing company, as well as, if applicable, the legal requirements regarding the participation of employees and other forms of their involvement.
(2) If a new Romanian legal entity is established by merger, the legality check shall be carried out under the conditions laid down in this Law for the legal form of company whose incorporation has been agreed.
(3) In the event that a European company with its registered office in Romania is established by merger, the legality of the merger and the compliance with the conditions for the establishment of the company shall be checked in accordance with the provisions of Council Regulation (EC) No 2157/2001 of 8 October 2001 and this Act.
(4) Upon the request of the newly incorporated company, filed pursuant to the provisions of Article 84 of Law No. 265/2022, the registrar, upon finding that the legal requirements for the incorporation and registration of the company have been met and upon receipt of the prior certificate of cross-border merger issued by the competent authority of the member state of departure, shall decide on the registration of the newly incorporated company and the mention that the registered company is the result of a cross-border merger, as well as the registration number, name/denomination and legal form of the newly incorporated company.
(5) The certificate issued by the competent authority of another Member State prior to the cross-border merger certifies that the conditions relating to the procedures and formalities for the cross-border merger in that Member State have been met.
(6) The National Office of the Trade Register shall immediately notify, through the trade register interconnection system, the trade register of the Member State whose law governed the participating company in the merger, that the company formed as a result of the cross-border merger has been registered in the trade register and that it produces effects according to the provisions of Article 251^36 paragraph (3).

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^36

(1) The cross-border merger carried out in accordance with Article 251^23 (1) lit. a), c) and d) has the following effects from the date specified in paragraph (3):
a) all the assets and liabilities of the absorbed company are transferred to the absorbing company;
b) the associates of the merged companies become associates of the absorbing company, in accordance with the distribution rules established in the merger project, except if they have exercised the right to withdraw, in accordance with the provisions of Article 251^30;
c) the absorbed company ceases to exist.
(2) The cross-border merger carried out in accordance with Article 251^23 (1) lit. b) has the following effects from the date specified in paragraph (3):
a) all the assets and liabilities of the merging companies are transferred to the new company;
b) the partners of the merging companies become partners of the new company, except in cases where they have exercised the right to withdraw, in accordance with the provisions of art. 251^30.
(3) The merger takes effect:
a) in the case of the incorporation of a company, from the date of its registration in the trade register;
b) in the case of a merger by absorption, from the date of registration in the trade register of the amending deed of the articles of association, unless otherwise agreed by the parties, the transaction will take effect on another date, which may not be later than the end of the current financial year of the absorbing company and not earlier than the end of the last completed financial year of the company or companies transferring their assets and liabilities;
c) in the case of a European company being established by merger, from the date of its registration.
(4) The rights and obligations of the merging companies arising from contracts or employment relationships and existing on the date of entry into force of the cross-border merger shall be transferred as from the date specified in paragraph (3) to the acquiring or newly established company.
(5) None of the shares, social parts or other securities representing the share capital of the absorbing company may be exchanged for shares, social parts or other securities representing the share capital of the absorbed company, held:
a) either by the absorbing company or by a person acting on its behalf;
b) either by the absorbed company or by a person acting on its behalf.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^37

(1) The managers of the absorbed company or of those who formed the new company, or, as the case may be, the members of the board of directors shall be jointly and severally liable, in accordance with the provisions of Article 73, for any damage caused by their culpable conduct in fulfilling the obligations provided by law within the framework of the cross-border merger procedures.
(2) Experts who draw up the report provided for in Article 251 ^ 26, in respect of the absorbed company or the companies forming the new company, are jointly and severally liable for any damage caused by their culpable act in fulfilling the obligations provided by law within the procedures for implementing the cross-border merger.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Articolul 251^38

(1) In the case of a merger by absorption, which is carried out either by a company that holds all the shares, social parts or other securities representing the social capital of the absorbed company or companies, or by a person who directly or indirectly holds the totality of the shares, social parts or other securities representing the social capital in the absorbing company and in the absorbed company or companies, and the absorbing company does not allocate any shares, social parts or other securities representing social capital in the context of the merger, the provisions of Article 251^24 paragraph (1) lit. c)-e) and m), Article 251^26, Article 251^36 paragraph (1) lit. b), and the provisions of Article 251^25 and Article 251^29 paragraph (1) do not apply to the absorbed company or companies.
(2) In the case provided for in paragraph (1), the cross-border merger shall be approved by decision of the board of directors or the management board, with prior information to the partners/shareholders. Partners/Shareholders holding at least 5% of the share capital may request the convening of the general meeting of partners to decide on the cross-border merger.
(3) In the case of a cross-border merger by absorption carried out by an absorbing company which holds at least 90% but not all of the shares, parts of a company or other securities representing the share capital or other securities entitling the holders thereof to vote in the general meetings of the absorbed company or companies, the reports of the independent expert or experts provided for in Article 251^26 and the documents subject to scrutiny shall be mandatory only to the extent that the law governing the absorbing company or the absorbed company or companies so provides.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^39

(1) The cross-border merger which has been subject to the legality check, according to this law, cannot be dissolved after the date when it takes effect.
(2) By way of exception to the provisions of Article 132 (3), the action for the declaration of the nullity of the general meeting of the associates' resolution approving the cross-border merger may be brought within 30 days from the date of its publication in the Romanian Official Gazette.
(3) In the context of a nullification action brought pursuant to Article 132(2), the resolution of the general meeting of associates cannot be nullified solely on the basis of:
a) the module for establishing the exchange rate of the shares, social parts or other values representing the social capital;
b) an inappropriate module for establishing the price of the shares, social parts or other securities representing the social capital of the associates in the event of withdrawal from the company;
c) failure to comply with the requirements for informing partners about the price of shares, social parts or other securities representing the social capital of partners in the event of withdrawal from the company, or about the exchange rate of shares, social parts or other securities representing social capital.
(4) Cancellation and nullity proceedings cannot be initiated if the situation has been rectified. If the irregularity that may lead to the nullity of a merger can be remedied, the competent court shall grant the participating companies a period for rectifying it.
(5) Criminal liability and its consequences, in the event of the commission of a crime by the absorbed company / companies, will be assumed by the absorbing company / newly established company, according to the law.

(Section 2-a, Chapter IV, Title VI of 23-07-2023 was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Chapter V Cross-Border Transformation

(On 23-07-2023, Title VI was supplemented by Point 6., Article I of the Law No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Section 1 Scope. Definition
(As of 23-07-2023, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023 )

Article 251^40

(1) Public limited companies, limited partnerships with shares, and limited liability companies may carry out cross-border conversions into one of the forms of company provided for by the legislation of another Member State, as listed in Annex II to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017.
(2) A company for which the legislation of another Member State provides that it may be subject to a cross-border conversion, under its applicable law, may be converted into a joint stock company, a limited partnership or a limited liability company with legal personality Romanian and may be registered in the trade register in the territorial jurisdiction of which the registered office of the converted company is located.

(On 23-07-2023, Section 1, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^41

This chapter does not apply:
a) companies regulated by Law No. 297/2004, with subsequent modifications and additions, by Emergency Government Ordinance No. 32/2012, approved with modifications and additions by Law No. 10/2015, with subsequent modifications and additions, by Law No. 74/2015 on alternative investment fund managers, with subsequent modifications and additions, by Law No. 24/2017, republished, with subsequent modifications and additions, by Law No. 126/2018, with subsequent modifications and additions, and by Law No. 243/2019;
b) companies that are the subject of resolution instruments, powers and mechanisms, corrective and resolution measures, and crisis prevention measures provided for in Law No. 312/2015, with subsequent amendments and supplements;
c) companies in the process of liquidation which have started to distribute assets to partners;
d) companies in insolvency or prevention of insolvency procedures under Law no. 85/2014, with subsequent amendments and supplements;
e) processing operations subject to Council Regulation (EC) No 2157/2001 of 8 October 2001.
(On 23-07-2023, Section 1, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^42

(1) Cross-border transformation is the operation by which a company, without being dissolved or entering liquidation, changes its legal form under which it is registered in the trade register of a member State, the State of origin, into a legal form of company, among those listed in Annex II to Directive (EU) 2017/1132, governed by the law of another member State, the State of destination, and transfers at least its head office to that State, while retaining its legal personality.
(2) Romanian law shall be the applicable law for the cross-border transformation procedures and formalities carried out in order to obtain the prior certificate by the Romanian legal person company that transforms into a form of company provided for by the legislation of another Member State, respectively for the procedures and formalities carried out in order to register in the trade register the transformed company into one of the forms of company provided for in Article 251^40 (2).
(3) A company transformed from a form of company provided by the legislation of another Member State into one of the forms of company provided for in Article 251^40 (2) must meet the requirements provided for by Romanian law for the incorporation of that form of company.

(On 23-07-2023, Section 1, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Section 2 Steps. Effects. Nullity
(As of 23-07-2023, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023 )

Article 251^43

(1) The board of directors or, as the case may be, the management board shall draw up a draft for a cross-border conversion which must include at least:
a) the legal form of the company, the company name and the registered office of the company subject to transformation;
b) the legal form of the company, the company name/title and the registered office of the transformed company in the destination State;
c) the proposed indicative timetable for the cross-border merger;
d) rights granted by the transformed company to the holders of shares, social parts or other securities representing the social capital that confer special rights in the company being transformed or the proposed measures regarding them;
e) any guarantees granted to creditors, such as real and/or personal guarantees;
f) any special advantages granted to the managers or directors or, as the case may be, the members of the supervisory board or board of management;
g) information on whether, in the last 5 years, they have received state aid or other forms of support from the state;
h) the price of the shares, social parts or other securities representing the social capital of the associates, in the event that they exercise their right to withdraw from the company, as well as the e-mail address to which the associates can send the withdrawal statement;
i) the implications of cross-border transformation on the workforce;
j) information on the procedures for establishing employee participation and other ways of involving employees in the transformed company, if applicable.
(2) The cross-border merger project shall be accompanied by the financial statements drawn up for the purpose of the merger, approved and audited in accordance with the law, which may not be more than 6 months old from the date of the merger project, as well as the articles of association of the merged company.
(3) At least six weeks before the date of the general meeting convened to approve the cross-border conversion of the company, the draft conversion and its annexes shall be made available to the partners and employees, at least in electronic form, by being displayed on the company's website, in accordance with the provisions of Article 251^47 paragraph (3), or by being transmitted electronically, the partners and employees also receiving a notification in accordance with Article 251^47 paragraph (1).

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^44

(1) The managers or, where appropriate, the members of the board of directors shall draw up a report in two sections, one for the partners and the other for the employees, or two separate reports, explaining and justifying the legal and economic aspects of the cross-border conversion, and explaining the implications of the cross-border conversion for the employees. The report shall specify, in particular, the implications of the cross-border conversion for the future economic activity of the company.
(2) The section of the report for/to the partners specifies at least the following:
a) the implications of cross-border transformation for the partners;
) the price of the shares, social parts or other securities representing the social capital of the partners who exercise the right of withdrawal from the company, including the method of calculating it;
c) drepturile de care beneficiază asociații potrivit dispozițiilor art. 251^49.
(3) The section of the report intended for/The report intended for partners is not mandatory for limited liability companies with a single partner or in cases where all the company's partners have agreed to waive this requirement.
(4) The section of the report for/to employees specifies at least the following:
a) the effects of the cross-border transformation on employment relationships and, where appropriate, the measures necessary to maintain these employment relationships;
b) any substantial change in the working conditions or secondary seats of the company;
c) the way the items provided for in lit. a) and b) affect the company's subsidiaries.
(5) The section of the report intended for/addressed to employees is not mandatory if the company's business and, where applicable, that of its subsidiaries is conducted exclusively by the managers or, as the case may be, by the members of the board of directors or, as the case may be, by the members of the supervisory board and the management board.
(6) At least six weeks before the date of the general meeting convened to approve the cross-border merger of the company, the report/reports provided for in paragraph (1) or, as the case may be, the relevant section of the report shall be made available to the partners and representatives of the employees or, where no representatives have been appointed, to the employees themselves, at least in electronic format, by being displayed on the company's website, in accordance with the provisions of Article 251^47 paragraph (3), or by electronic transmission.
(7) The employee representatives or, if no employee representatives have been appointed, the employees themselves are entitled to express an opinion on the report addressed/on the section of the report addressed to the employees at least 5 days before the date of the general meeting convened to approve the proposed cross-border conversion. The opinion shall be annexed to the report and the managers/members of the board of management shall provide a reasoned response to the expressed opinion at least one day before that date. The partners shall be informed of the opinion expressed by the employee representatives or, as the case may be, by the employees themselves.
(8) In the event that, in accordance with the provisions of para. (3), the section of the report intended for associates is waived, and the section intended for employees is not mandatory since the provisions of para. (5) are applicable, the report is not necessary.
(9) The provisions of paragraphs (1)-(8) shall be without prejudice to the information and consultation rights and procedures applicable to employees under Law No 467/2006, as amended and supplemented, and Law No 217/2005, as republished, as amended and supplemented, with paragraph (7) applying mutatis mutandis.
(10) The managers or, as the case may be, the members of the board of directors shall inform the associates before the date of the general meeting conveneded for the approval of the cross-border merger or, at the latest, during such meeting, if, subsequent to the date of preparation of the draft cross-border merger and of the report/reports provided for in paragraph (1), significant changes have occurred regarding the company's assets or the level of its revenues, especially in cases where these would lead to a different price of the shares, social parts or other securities representing the company's capital.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^45

(1) The cross-border transformation project is examined by an independent expert, who draws up an evaluation report, which is made available to the partners at least one month before the date of the general meeting convened to approve the cross-border transformation, at least in electronic format. The evaluation, aiming to support the legality verification activity of the transformation, according to the provisions of art. 251^52, is impartial and objective, being carried out according to the provisions of Government Ordinance no. 24/2011, approved with amendments by Law no. 99/2013, with subsequent amendments and completions.
(2) The evaluation report provided for in paragraph (1) specifies whether the price of the shares, social parts or other securities representing the social capital established for the associates who exercise the right of withdrawal is adequate. In making the evaluation, the independent expert takes into account the market price of the shares, social parts or other securities representing the social capital before the publication of the draft transformation or the value of the company, excluding the effect of the proposed transformation, the price of the shares, social parts or other securities representing the social capital, which is determined in accordance with the evaluation methods recognized by the evaluation standards in force on the date of the evaluation. The report must, at least:
a) indicate the methods used to determine the price of shares, social parts or other securities representing social capital;
b) indicate whether the methods used are suitable for evaluating the price of shares, social parts or other securities representing social capital, indicate the value reached through the use of evaluation methods and issue an opinion on the relative importance attributed to the methods in question for obtaining the value thus determined;
c) to describe any difficulties encountered during the evaluation.
(3) The company is obliged to make all the necessary information available to the expert so that he can examine the cross-border conversion project and draw up the report provided for in para. (1).
(4) There is no need for examination of the cross-border conversion project by an independent expert and preparation of a report by him in the case of limited liability companies with a single partner and also in the case of companies where all the partners of the company agree to waive the preparation of such report.
(5) If the report of the independent expert shows that the price of the shares/social parts/other securities representing the capital set for the associates who exercise the withdrawal right is not adequate, the company shall amend the transformation project accordingly.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^46

(1) The independent expert who draws up the evaluation report provided for in Article 251^45 (1) is an authorised valuer in accordance with the law.
(2) The authorised evaluator is independent of the company undergoing the cross-border conversion and, in carrying out the evaluation of the transaction, is not in a conflict of interest with the company. The authorised evaluator who is in one of the following circumstances may not draw up the evaluation report on the cross-border conversion:
a) have been partners, managers, directors or members of the board of directors, members of the supervisory board of the company subject to transformation;
b) had, in the 2-year period preceding the date of the evaluation request, the status of financial auditor, certified accountant, or authorized accountant of the company subject to the transformation;
c) has had, in the 2 years preceding the date of the evaluation request, employment relationships with the company subject to the cross-border transformation;
d) have a personal interest, whether pecuniary or not, which could influence the impartiality and objectivity of the assessment.
(3) The evaluation report shall be accompanied by a declaration of the authorised evaluator certifying that the legal conditions for the preparation of the transboundary transformation evaluation report have been met.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^47

(1) At least one month before the date of the general meeting of the partners convened to approve the cross-border merger, the company shall file with the trade register office the draft cross-border merger and a notification informing the partners, creditors and representatives of the company's employees or, if no representatives have been appointed, the employees themselves that they may submit observations on the draft merger at least 5 days before the date of the general meeting, as well as the declaration of the managers provided for in Article 251^52 (2) lit. i).
(2) Documents for which publicity has been effected pursuant to para. (1) shall be made available to the public also through the system of registry interconnection.
(3) It is not necessary to publish the draft cross-border conversion according to para. (1), if the company makes the documents listed in para. (1) available to the public on its website free of charge for a continuous period that begins at least one month before the date set for the meeting of the general meeting of the partners and ends no earlier than the end of this meeting.
(4) The company that has opted for the publicity of the cross-border conversion project pursuant to para. (3) must provide the technical conditions for the continuous and uninterrupted display, free of charge, of the documents provided by law for the entire period provided for in para. (3). The company is responsible for proving the continuity of the publicity and ensuring the security of its own website and the authenticity of the displayed documents.
(5) In the case of carrying out the publicity of the cross-border conversion project pursuant to para. (3), the company shall file with the trade register office, pursuant to the provisions of Art. 84 of Law No. 265/2022, a document containing the following information:
a) the legal form of the company, the company name, the registered office, the registration number in the trade register, as well as the proposed legal form, company name/denomination and registered office in the Member State of destination of the company to be converted;
b) information on the steps taken to enforce the rights of creditors, employees and partners provided for in this law;
c) the coordinates of the company's website, from which the cross-border transformation project and the notification referred to in paragraph (1) and full information on the procedures referred to in lit. b) can be obtained online free of charge;
(6) In the case of publicity under para. (1), the cross-border conversion project shall be published in the Electronic Bulletin of the Trade Register, the entry being electronically transmitted by the trade register office at the company's headquarters, in accordance with the provisions of Art. 15 para. (3) of Law no. 265/2022. In the case of publicity under para. (3), the information provided for in para. (5) shall be published in the Electronic Bulletin of the Trade Register.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^48

(1) The general meeting of partners, taking cognizance, if applicable, of the reports provided for in Articles 251^44 and 251^45 and, where appropriate, of the observations of the employees or their representatives on the draft cross-border conversion and on the opinion on the report addressed to them, formulated in accordance with the provisions of Article 251^44, decides on the draft cross-border conversion and on the amendment of the articles of association. The provisions of Article 116 shall apply mutatis mutandis.
(2) By way of exception to the provisions of Article 117 (2) and Article 195 (3), the period for convening the general meeting of associates may not be less than six weeks from the date of its convocation, in accordance with the law.
(3) In the case of joint stock companies and limited partnerships, the decision shall be taken in accordance with the provisions of Article 115 (2), second sentence, by the articles of association may not be established majority requirements greater than 90% of the votes held by shareholders present or represented.
(4) In the case of limited liability companies, the resolution shall be adopted with the quorum provided for in Article 192, but with a majority of at least two-thirds of the votes of the partners present or represented, the articles of association not being able to establish majority requirements greater than 90% of the votes held by the partners present or represented.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^49

(1) Partners who did not vote in favor of the transformation have the right to withdraw from the company and obtain the purchase of the shares, social parts or other securities representing the social capital by the company.
(2) The right of withdrawal may be exercised within 30 days from the date of the resolution of the general meeting of the partners, provided that the intention to withdraw is notified no later than at the general meeting of the partners.
(3) The partners shall file at the company's headquarters a written withdrawal statement, specifying whether they agree with the price of the shares, social parts or other values representing the social capital established in the transformation project and confirmed by the independent expert, as well as the shares, social parts or other values representing the social capital that they hold or, as the case may be, the shareholder certificates issued pursuant to the provisions of Article 97. The statement may also be transmitted electronically to the email address indicated for this purpose in the transformation project.
(4) The price for the shares, partnership interests, or other securities representing equity interests of the withdrawing partner, established by the company in the draft transformation and confirmed in the independent expert's valuation report, in accordance with the provisions of Article 251^45, shall be paid within two months from the date on which the cross-border transformation takes effect, in accordance with the provisions of Article 251^55, unless a shorter term is provided in the draft transformation or agreed upon by the parties.
(5) The certificate prior to the cross-border conversion may be issued only if the company provides sufficient guarantees for the payment/proof of the existence of cash for the payment, within the time limit provided by law or agreed by the parties, of the price of the shares, social parts or other securities representing the share capital.
(6) Within 15 days from the date of expiry of the period provided for in paragraph (2), the partner who, exercising his right of withdrawal, claims that the price of the shares, social parts or other securities representing the share capital does not have an adequate character, may apply to the court to compel the company to pay a monetary compensation.
(7) The claim for the monetary compensation provided for in paragraph (6) shall be tried as a matter of urgency and with priority, the decision being subject to appeal only.
(8) The company shall immediately make available to creditors whose claims predate the date of the publicity of the draft transformation, at least in electronic format, information on the number of partners who have notified their intention to exercise the right of withdrawal.
(9) Romanian law, as the law of the state of origin, is the applicable law for the withdrawal right of the partner, and the court within whose jurisdiction the registered office of the company that is the subject of the cross-border transformation is located is the court competent to rule on the claim for the establishment of the monetary compensation and any other litigation concerning this right.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^50

(1) Within 45 days from the date of the publicity of the draft transformation, according to the provisions of art. 251^47, any creditor whose claim precedes this date and is not due on this date, who is dissatisfied with the guarantees granted by the draft transformation, notifies the company to grant adequate guarantees.
(2) Within 15 days of the expiry of the period referred to in paragraph (1), the company shall submit to the creditor the offer regarding the provision of guarantees.
(3) In the event that the creditor referred to in para. (1) does not consider the guarantees provided by the company to be adequate, it may apply to the court to compel the company to provide adequate guarantees, if the creditor proves that the transformation, reasonably, affects the chances of covering the claim. The guarantees are granted on the condition that the transformation takes effect.
(4) The application shall be filed, within 3 months from the date of the publicity under the provisions of Article 251^47, with the registry office of the company's seat subject to transformation, which, within 3 days from the date of filing, shall register it and forward it to the court within whose jurisdiction the company's seat is located. The proof of notification of the company for the establishment of guarantees and, where appropriate, the offer of the company shall be attached to the application. The decision of the court is enforceable and is subject to appeal only.
(5) The creditor's claim shall be tried as a matter of urgency and with priority. If several claims are made, they shall be joined.
(6) The pre-transformation certificate may be issued only if the company provides evidence of the establishment of the guarantees according to the draft cross-border transformation or as a result of the notification of the company or according to the court decision.
(7) Romanian law, as the law of the state of origin, is the applicable law to the claims of creditors made pursuant to para. (1), and the court within whose jurisdiction the headquarters of the company subject to transformation is located has jurisdiction to rule on them.
(8) For a period of 2 years from the date on which the cross-border conversion takes effect, any claim of any creditor holding a claim prior to the date of the publication of the draft conversion at that date, in connection with that claim, may be brought before the court within whose jurisdiction the company that has been converted had its registered office.
(9) By way of derogation from the provisions of Article 172 (1) (d), paragraphs (1)-(8) shall also apply to bondholders.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Articolul 251^51

In the case where the transformed company is a Romanian legal person, its managers or, as the case may be, members of its board of directors ensure compliance with the right of employee involvement and interest, with the provisions of Article 251^32 (2)-(8) applying mutatis mutandis.
(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^52

(1) The competence to verify the legality of the cross-border transformation in terms of the procedure followed by the Romanian legal person company being transformed belongs to the registrar of the office of the trade register in whose territorial jurisdiction the company's head office is located. The provisions of Article 105 of Law No. 265/2022, with the exception of the time limits for the settlement of the request, shall apply mutatis mutandis. For the purpose of exercising the competence to verify the legality of the cross-border transformation, the registrar shall consult the competent public institutions, including, if necessary, those of the member state of destination.
(2) The company shall submit, pursuant to the provisions of Article 84 of Law No. 265/2022, to the registry office of commerce a request for the issuance of the certificate prior to the cross-border transformation, accompanied by the following:
a) the cross-border transformation project, in the form approved by the general meeting of partners;
b) the report(s) of the managers or, as the case may be, of the members of the board of directors, to which, if applicable, are annexed the observations of the employees or their representatives and those of the associates and/or creditors on the draft cross-border conversion and, if applicable, the opinion of the employees or their representatives on the report provided for in Article 251^44 or, as the case may be, the agreement of the associates on the waiver of the preparation of the report and/or evidence to demonstrate compliance with the conditions provided for in Article 251^44 (3);
c) the expert's appraisal report or, as the case may be, the agreement of the partners on the waiver of its preparation;
d) the resolution of the general meeting on the approval of the cross-border transformation of the company;
) if applicable, information on compliance with legal requirements regarding employee participation and other forms of employee involvement, including, if applicable, the initiation of the negotiation procedure, in accordance with the provisions of Government Decision no. 187/2007, as well as regarding the number of employees at the time of drawing up the transformation project;
f) documents certifying the establishment of guarantees according to the transformation project and/or as a result of the notification of the company by the creditors, according to the provisions of art. 251^50 para. (1), or, if the case, according to the judicial decision, as well as the judicial decision, in copy;
g) documents certifying the existence of the available funds for the payment, within the legal term, of the price of the shares, social parts or other securities representing the social capital of the partners who have exercised the right of withdrawal and, if the case, the monetary compensation established by judicial decision, as well as the judicial decision, in copy;
h) if an application for annulment or for a declaration of the invalidity of the resolution of the general meeting of the associates approving the cross-border merger has been introduced, the judicial decision rejecting the application, in copy;
i) a statement by the managers or, as the case may be, the members of the board confirming, based on the data held and checks performed in accordance with the principle of prudence and diligence of a good manager, that the financial position of the company, as of the date of the statement, allows for the cross-border transformation, that the company has the ability to meet its due obligations and obligations to associates and creditors, in accordance with the provisions of art. 251^49 and 251^50.
(3) The Trade Register obtains from the registers kept by it and from other public institutions, through interinstitutional means, for the purpose of verification by the registrar of the legality of the cross-border transformation, the following:
a) the fiscal certificate attesting the execution of the obligations of the company subject to transformation towards the state budget and local budgets;
b) information from the fiscal record;
c) information from the judicial record;
d) information from the national integrated system for recording claims arising from offenses - ROARMIS;
e) information on the number of branches and their geographical location;
f) information on the number of employees;
g) information on the administrative sanctions imposed on the company, in accordance with the provisions of art. 53 and 54 of Law no. 217/2005, republished, with subsequent modifications and additions, and / or in accordance with the provisions of art. 9 and 10 of Law no. 467/2006, with subsequent modifications and additions;
h) information from the register of ultimate beneficial owners on the ultimate beneficial owners of the company.
(4) If the procedures for the cross-border transformation and the formalities relating to this operation are not completed or if all the documents provided for by law are not submitted, the registrar, by order, within 10 days from the date of submission of the application, grants the company a period for regularization, which may not exceed 15 days.
(5) If the procedures for the cross-border transformation in the Member State of departure and the formalities relating to this operation are fulfilled in accordance with the law, and the reports provided for in Articles 251^44 and 251^45 are drawn up in accordance with the law, the registrar shall issue the certificate prior to the cross-border transformation, the format of which shall be approved by order of the Minister of Justice.
(6) The Registrar shall reject, with reasons, the request for the issue of the certificate prior to the transfrontier transformation:
a) if the legal requirements for cross-border transformation have not been fulfilled, including the preparation, in accordance with the law, of the reports provided for in Articles 251^44 and 251^45, and/or the documents certifying the fulfillment of these legal requirements have not been submitted to the registrar within the time limit granted by the registrar;
b) in the event that the company subject to transformation has been finally convicted of a criminal offense, and the penalty of a fine or, as the case may be, the complementary penalty has not yet been executed.
(7) If serious indications of abusive or fraudulent cross-border operations that lead to or aim to lead to tax evasion or avoidance or to the circumvention of European Union or domestic law, or that are carried out with a view to committing offences, emerge from the documents submitted by the company, the information and documents in the company file at the trade register office or those obtained by the trade register office through interinstitutional channels, the registrar shall refer the matter to the court within whose jurisdiction the company's head office is located, so that it may rule on the application for the issue of a certificate prior to the cross-border transformation. In such a case, all the documents submitted by the company and all those obtained by the trade register office through interinstitutional channels, as well as the relevant information from the trade register and the register of beneficial owners, shall be transmitted to the competent court.
(8) The request under para. (7) shall be dealt with urgently and with priority, in the council chamber, with the citation of the company. For the fixed term, the public prosecutor's office attached to the court shall also be cited, to which the documents in the file shall be communicated in copy. In this case, the submission of conclusions by the prosecutor is mandatory.
(9) By the judgment rendered, in accordance with the provisions of Articles 527 to 540 of Law No. 134/2010 on the Civil Procedure Code, as republished, with subsequent amendments and supplements, if it finds that the legal requirements for the cross-border transformation are met, the court allows the request and orders the registrar to issue the certificate prior to the cross-border transformation. If it finds that the cross-border transformation is carried out for abusive or fraudulent purposes, leading to or intending to lead to the violation or circumvention of European Union or domestic law or for the purpose of committing offenses, the court rejects the request to issue the certificate prior to the cross-border merger. The court's decision is enforceable and is subject to appeal only, which can also be exercised by the Public Ministry.
The deadline for evaluating the request for the issue of the certificate prior to cross-border transformation may not exceed 3 months from the date of submission of the request, except in the case provided for in paragraph (7), when it may be extended by a maximum of 3 months. If, due to the complexity of the cross-border procedure, additional information or verifications are required and the evaluation cannot be completed within these deadlines, the registrar, ex officio or, as the case may be, notified by the court, communicates to the company the reasons for any delays before the deadlines expire.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^53

(1) The National Trade Register Office shall transmit the pre-transformation certificate to the competent authority for checking the legality of the procedures for carrying out the cross-border transformation in the state of destination and to the trade register of the state of destination, through the systems for interconnecting trade registers, and shall ensure access by third parties to this certificate, including through the system for interconnecting trade registers.
(2) On a working day from the date of receipt, through the system for interconnecting the trade registers, of the notification that the cross-border conversion produces effects, the trade register office deletes the company that was the subject of the conversion from the trade register, recording and mentioning that the deletion is the result of a cross-border conversion, as well as the registration number, the name/denomination and the legal form of the converted company from the Member State of destination.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^54

(1) The competence to verify the fulfillment of the legal requirements for the registration of a joint-stock company, a limited partnership or a limited liability company, a Romanian legal person, resulting from the cross-border transformation of a company registered in the trade register of another Member State, as well as, if applicable, the fulfillment of the legal requirements regarding the participation of employees and other forms of their involvement, belongs to the registrar of the trade register office in whose jurisdiction the registered office of the transformed company is located.
(2) Upon request of the company, submitted pursuant to the provisions of art. 84 of Law no. 265/2022, the registrar, finding that the legal requirements for the incorporation and registration of the company have been met and having received the prior certificate of transformation issued by the competent authority of the departing member state, shall decide on the registration of the transformed company and the mention that the registered company is the result of a cross-border transformation.
(3) The certificate issued prior to the cross-border transformation by the competent authority of the Member State of departure certifies the compliance with the procedures and formalities for the cross-border transformation in the Member State of departure.
(4) The National Trade Register Office shall immediately notify the trade register of the member State of departure, through the trade register interconnection system, that the transformed company has been registered in the trade register and that the cross-border transformation produces effects under the provisions of Article 251^55.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^55

(1) The cross-border transformation of a company into a Romanian legal entity produces effects as of the date of registration of the transformed company in the trade register.
(2) In the case of the transformation of a Romanian legal person company into a form of company from another member state, the law of the destination state establishes the date on which the cross-border transformation takes effect.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^56

A cross-border transformation has, from the date laid down in Article 251^55, the following effects:
a) the totality of the assets and liabilities are of the transformed company;
b) the associates of the company that was the subject of the transformation are the associates of the transformed company, if they have not exercised their right of withdrawal, according to the provisions of art. 251^49;
c) the rights and obligations arising from employment relationships and existing on the date on which the cross-border conversion takes effect are those of the converted company.
(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^57

(1) The administrators or, as the case may be, the members of the board of directors or the management board shall be jointly liable, in accordance with the provisions of Article 73, for any damage caused by their culpable conduct in fulfilling the obligations provided by law within the framework of the procedures for carrying out the cross-border transformation.
(2) Experts who draw up the report provided for in Article 251^45, in respect of the company which is the subject of the cross-border transformation, shall be jointly and severally liable for any damage caused by their culpable act in fulfilling the obligations provided for by law within the framework of the procedures for carrying out the cross-border transformation.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^58

(1) Cross-border transformation that has been subject to legality control in the state of departure and in the state of destination cannot be dissolved after the date on which it takes effect.
(2) By way of exception to the provisions of Article 132 (3), the action for the declaration of the nullity of the general meeting resolution approving the cross-border transformation may be brought within 30 days from the date of its publication in the Romanian Official Gazette.
(3) In an action for annulment, brought under the provisions of Article 132 (2), the resolution of the general meeting of the partners may not be annulled solely for:
a) an inappropriate module for establishing the price of the shares, social parts or other values representing the social capital of the associates in the event of withdrawal from the company;
b) failure to comply with the requirements for informing partners about the price of shares, social parts or other securities representing the social capital of partners in the event of withdrawal from the company.
(4) The criminal liability and its consequences, in the case of the commission of a crime by the company that was the subject of a cross-border transformation, shall be borne by the transformed company, according to the law.

(As of 23-07-2023, Section 2, Chapter V, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Chapter VI Transboundary Division

(On 23-07-2023, Title VI was supplemented by Point 6., Article I of the Law No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 667 of 20 July 2023)

Section 1 Scope. Definition
(As of 23-07-2023, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW No. 222 of 14 July 2023, published in the OFFICIAL MONITOR No. 667 of 20 July 2023 )

Article 251^59

Public joint-stock companies, joint-stock companies limited by shares, limited liability companies, Romanian legal entities, and European companies with their registered office in Romania may be subject to a cross-border division if at least two of the companies involved in the division are governed by the laws of two different Member States and operate in one of the legal forms listed in Annex II to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law.
(On 23-07-2023, Section 1, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the OFFICIAL MONITOR no. 667 of 20 July 2023 )

Article 251^60

This chapter does not apply:
a) companies regulated by Law No. 297/2004 on the capital market, as subsequently amended and supplemented, by Government Emergency Ordinance No. 32/2012, approved with amendments and supplements by Law No. 10/2015, as subsequently amended and supplemented, by Law No. 74/2015 on alternative investment fund managers, as subsequently amended and supplemented, by Law No. 24/2017, as subsequently amended and supplemented, by Law No. 126/2018, as subsequently amended and supplemented, and by Law No. 243/2019;
b) companies that are the subject of resolution instruments, powers and mechanisms, corrective and resolution measures, and crisis prevention measures provided for in Law No. 312/2015, with subsequent amendments and supplements;
c) companies in the process of liquidation which have started to distribute assets to partners;
d) companies in insolvency or prevention of insolvency procedures under Law no. 85/2014, with subsequent amendments and supplements.
(As of 23-07-2023, Section 1, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^61

Cross-border division is the operation by which:
a) a company, as listed in Annex II to Directive (EU) 2017/1132, which is dissolved without entering into liquidation, transfers all its assets and liabilities to two or more newly established beneficiary companies, as listed in Annex II to Directive (EU) 2017/1132, in exchange for the allocation to the partners of the company subject to the division of shares or parts of the social capital or other securities representing the social capital in the beneficiary companies and, where appropriate, in exchange for a cash payment of a maximum of 10 % of the nominal value or, in the absence of a nominal value, of a cash payment of a maximum of 10 % of the book value of those shares, parts of the social capital or securities representing the social capital (operation hereinafter referred to as ‘complete division’);
b) a company listed in Annex II to Directive (EU) 2017/1132 transfers part of its assets and liabilities to one or more newly established beneficiary companies listed in Annex II to Directive (EU) 2017/1132 in return for the allocation to the partners of the company undergoing division of shares, membership interests or other securities representing the company's share capital in the beneficiary companies or in the company undergoing division or in both, and, where appropriate, in return for a cash payment of no more than 10 % of the nominal value or, in the absence of a nominal value, of a cash payment of no more than 10 % of the book value of the shares, membership interests or other securities representing the company's share capital (operation hereinafter referred to as ‘partial division’ or ‘spin-off in the interest of the partners’);
c) a company listed in Annex II to Directive (EU) 2017/1132 transfers part of its assets and liabilities to one or more newly established beneficiary companies listed in Annex II to Directive (EU) 2017/1132 in return for the allocation of shares, partnership interests or other securities representing share capital in the beneficiary companies to the company undergoing division (operation hereinafter referred to as division by separation or spin-off in the corporate interest).
(As of 23-07-2023, Section 1, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^62

(1) Romanian law is the applicable law for the procedures and formalities of cross-border divisions in order to obtain the prior certificate by the Romanian legal person company that is the subject of the division, respectively the procedures and formalities carried out for the registration in the trade register of the company / companies benefiting from a cross-border division, Romanian legal persons. Romanian law establishes the date from which the cross-border division produces effects if the company that is the subject of the division is a Romanian legal person.
(2) The beneficiary company/companies incorporated in one of the forms of company provided for in Article 251^59 must meet the requirements provided for by Romanian law for the incorporation of that form of company.

(As of 23-07-2023, Section 1, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Section 2 Steps. Effects. Nullity
(As of 23-07-2023, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW No. 222 of 14 July 2023, published in the OFFICIAL MONITOR No. 667 of 20 July 2023 )

Article 251^63

(1) The administrators or, as the case may be, the members of the board of directors of the company subject to division shall draw up a draft cross-border division, which must include at least:
a) the legal form of the company, the company name and the registered office of the company subject to division;
b) the legal form, the proposed trade name/company name and the registered office/offices of the beneficiary companies;
c) the methods of apportionment of the securities representing the share capital of the beneficiary companies;
d) the proposed tentative timetable for the cross-border split;
) the conditions for the allocation of shares, social parts or other securities representing the share capital to the beneficiary companies or to the company subject to division or to both and the criteria on which such allocation is based;
f) the exchange rate of the shares, parts of the social capital or other securities representing the social capital and the amount of eventual cash payments;
g) rights granted by the beneficiary companies to the holders of shares, social parts or other securities representing the social capital subject to the division, which confer special rights, and to those who hold other securities other than shares or the measures proposed for them;
h) the date from which the shares, membership interests or other securities representing the share capital confer on the holders thereof the right to participate in the profits, as well as all the conditions affecting that right;
i) any special advantages granted to the managers or directors or, as the case may be, the members of the supervisory board or board of management;
j) the price of the shares, social parts or other securities representing the social capital, in the event that the associates exercise their right of withdrawal from the company, as well as the e-mail address to which the associates can send the withdrawal statement;
k) any guarantees granted to creditors, such as real or personal guarantees;
l) implications of cross-border division on the workforce;
m) information on procedures for establishing employee participation and other ways of involving employees in beneficiary companies;
n) an exact description of the assets and liabilities of the company subject to division and the description of their distribution among the beneficiary companies or retained by the company subject to division in the case of a partial division or a division by separation, including the conditions for the distribution of assets or liabilities that are not explicitly allocated in the draft cross-border division, such as assets or liabilities that are not known at the date of drawing up the draft cross-border division;
) information on the evaluation of the assets and liabilities distributed to each of the beneficiary companies;
p) financial data of the company subject to division used to establish the conditions of cross-border division;
q) data from which the transactions of the company subject to division will be considered, for accounting purposes, as belonging to the beneficiary companies.
(2) The cross-border division project shall be accompanied by the financial statements drawn up for the purpose of the division, approved and audited in accordance with the law, which may not be more than 6 months old before the date of the division project, as well as the articles of association of the beneficiary companies and any amendment to the articles of association of the company which is the subject of the division, in the case of partial division and division by separation.
(3) At least six weeks before the date of the general meeting convened to approve the cross-border division of the company, the draft division and its annexes shall be made available to the partners and employees, at least in electronic form, by being displayed on the company's website, in accordance with the provisions of Article 251^67 para. (3), or by electronic transmission, the partners and employees also receiving notification in accordance with Article 251^67 para. (1).

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^64

(1) The managers or, where appropriate, the members of the board of the company that is the subject of the cross-border division shall draw up a report, in two sections, one for the partners and the other for the employees, or two separate reports explaining and justifying the legal and economic aspects of the cross-border division, explaining the implications of the cross-border division for the employees. The report shall specify, in particular, the implications of the cross-border division for the future economic activity of the company.
(2) The section of the report for/to the partners specifies at least the following:
a) the implications of cross-border division for the associates;
b) the price of shares, social parts or other securities representing the social capital, in the case where the associates exercise their right of withdrawal from the company, including the method / methods used for its calculation;
c) the exchange rate of the shares, social parts or other securities representing the share capital and the method/methods of calculation used for calculating it, as well as the amount of any cash payments rates;
d) drepturile de care beneficiază asociații potrivit dispozițiilor art. 251^69.
(3) The section of the report intended for/The report intended for partners is not mandatory for limited liability companies with a single partner and in cases where all partners have agreed to waive this requirement.
(4) The section of the report for/to employees specifies at least the following:
a) the effects of cross-border divisions on employment relationships and, where appropriate, the measures necessary to maintain these employment relationships;
b) any substantial change in the terms and conditions of employment or work applicable or in relation to the company's premises which is the subject of the cross-border division;
c) the manner in which the items referred to in lit. a) and b) affect the subsidiaries of the company that is the subject of the cross-border division.
(5) The section of the report for employees is not mandatory if the activity of the company subject to division and, if applicable, of its subsidiaries is carried out exclusively by administrators or, as the case may be, by members of the board of directors or, as the case may be, by members of the supervisory board and of the management board.
(6) At least six weeks before the date of the general meeting convened to approve the cross-border division of the company subject to division, the report referred to in paragraph (1) or, as the case may be, the corresponding section of the report or the separate reports shall be made available to the partners and representatives of the employees or, in the event that no representatives have been appointed, to the employees themselves, at least in electronic format, by being displayed on the company's website, in accordance with the provisions of Article 251^67 paragraph (3), or by electronic transmission.
(7) The employee representatives or, if no employee representatives have been appointed, the employees themselves, shall be entitled to express an opinion on the report addressed/section of the report addressed to the employees, at least 5 days before the date of the general meeting convened to approve the proposed cross-border division. The opinion shall be annexed to the report and the managers/members of the board of directors shall transmit a reasoned response to the expressed opinion, at least one day before that date. The associates shall be informed of the opinion expressed by the employee representatives or, as the case may be, by the employees themselves.
(8) In the event that, in accordance with para. (3), the section of the report intended for associates is waived, and the section intended for employees is not mandatory, being applicable the provisions of para. (5), the report is not necessary.
(9) Paragraphs (1)-(8) shall be without prejudice to the information and consultation rights and procedures applicable to employees under Law No 467/2006 establishing the general framework for the information and consultation of employees, as amended and supplemented, and under Law No 217/2005, as republished, as amended and supplemented, with paragraph (7) applying mutatis mutandis.
(10) The managers or, as the case may be, the members of the board of directors shall inform the partners before the date of the general meeting conveneded to approve the cross-border division or, at the latest, during such meeting if, subsequent to the date of preparation of the draft cross-border division and the report provided for in paragraph (1), significant changes have occurred with regard to the company's assets or the level of its income, in particular if these would result in a different exchange rate, a different allocation of shares, partnership interests or other securities representing the share capital in the beneficiary companies or a different price for the shares, partnership interests or other securities representing the share capital for the partners who would exercise their withdrawal right.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^65

(1) The cross-border division project is examined by an independent expert, who draws up an evaluation report, which is made available to the partners at least one month before the date of the general meeting of the partners convened to approve the cross-border division, at least in electronic format. The evaluation, aimed at supporting the verification of the legality of the division, pursuant to the provisions of Article 251^73, is impartial and objective, being carried out in accordance with the provisions of Government Ordinance No. 24/2011, approved with amendments by Law No. 99/2013, as subsequently amended and supplemented.
(2) The evaluation report provided for in paragraph (1) shall specify at least whether the exchange ratio of the shares/parts and the price of the shares, parts or other securities representing the capital of the withdrawing partners have an appropriate character. In making the evaluation, the independent expert shall take into account the market price of the shares, parts or other securities representing the capital before the publication of the draft division or the value of the company, excluding the effect of the proposed division, which is determined in accordance with the evaluation methods recognized by the evaluation standards in force on the date of the evaluation. The report shall, at least:
a) indicate the method or methods used to determine the price of shares, parts of social capital or other securities representing social capital;
) indicate the method or methods used to determine the exchange rate of shares, social parts or other securities representing the share capital;
c) indicate whether the methods used are suitable for evaluating the price of shares, social parts or other securities representing social capital and the exchange rate, indicate the values obtained through the use of evaluation methods and issue an opinion on the relative importance attributed to the methods in question for obtaining the value thus determined;
d) to describe any difficulties encountered during the evaluation.
(3) The company is obliged to make all necessary information available to the independent expert so that he can examine the draft cross-border division and draw up the report provided for in para. (1).
(4) No examination of the cross-border division project by an independent expert and preparation of an evaluation report shall be required in the case of limited liability companies with a single partner, as well as where all the partners of the company so agree.
(5) If the report of the independent expert shows that the price of the shares/social shares/other securities representing the capital set for the associates who exercise the withdrawal right and the exchange rate of the shares, social shares or other securities representing the capital are not appropriate, the company shall amend the division project accordingly.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^66

(1) The independent expert who draws up the valuation report provided for in Article 251^65 is an authorised valuer in accordance with the law.
(2) The authorised valuer is independent of the company undergoing the cross-border division and, in carrying out the valuation, is not in a conflict of interest with the company. The authorised valuer who is in one of the following circumstances may not draw up the valuation report in respect of the cross-border division:
a) have been partners, managers, directors/members of the board of directors, members of the supervisory board of the company that is the subject of the cross-border division;
) has, in the 2 years prior to the date of the request for evaluation, been the statutory auditor, certified public accountant, or licensed accountant of the company that is the subject of the cross-border division;
c) has had, in the 2-year period prior to the date of the request for assessment, employment relationships with the company that is the subject of the cross-border division;
d) have a personal interest, whether pecuniary or not, which could influence the impartiality and objectivity of the assessment.
(3) The evaluation report shall be accompanied by a declaration of the authorised evaluator certifying that the legal conditions for the preparation of the cross-border division evaluation report have been met.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^67

(1) At least one month before the date of the general meeting of the partners convened to approve the cross-border division, the company shall file with the trade register the draft cross-border division and a notification informing the partners, creditors and representatives of the company's employees or, if no representatives have been appointed, the employees themselves that they may submit observations on the draft cross-border division to the company at least 5 days before the date of the general meeting, as well as the declaration on own account of the managers provided for in Article 251^73 (2) lit. i).
(2) Documents for which publicity has been effected pursuant to para. (1) are also available through the system of registry interconnection.
(3) It is not necessary to publish the draft cross-border division according to para. (1), if the company makes the documents listed in para. (1) available to the public on its website free of charge for a continuous period that begins at least one month before the date set for the general meeting of the partners and ends no earlier than the end of this meeting.
(4) The company that is the subject of the cross-border division, which has chosen to publicize the draft cross-border division pursuant to paragraph (3), must ensure the technical conditions for the continuous and uninterrupted display, free of charge, of the documents provided by law for the entire period provided for in paragraph (3). The company is responsible for proving the continuity of publicity and ensuring the security of its own website and the authenticity of the displayed documents.
(5) In the case of carrying out the publicity of the cross-border division project according to para. (3), the company shall file with the trade register office, according to the provisions of Art. 84 of Law no. 265/2022, a document containing the following information:
a) the legal form of the company undergoing cross-border division, its trade name, registered office and registration number in the trade register, as well as the proposed legal form, trade name/company name and registered office for each beneficiary company;
b) information on the steps taken to enforce the rights of creditors, employees and partners provided for in this law;
c) the web address of the company where the cross-border merger draft and the notification referred to in paragraph (1) can be consulted online, free of charge, and full information on the procedures referred to in point b).
The cross-border division project is also published in the Electronic Bulletin of the Trade Register, the inscription being electronically transmitted by the trade register office at the company's headquarters, according to the provisions of art. 15 para. (3) of Law no. 265/2022. In the case where the publicity is carried out according to para. (3), in the Electronic Bulletin of the Trade Register the information provided for in para. (5) is published.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^68

(1) The general meeting of partners, taking cognizance, if applicable, of the reports provided for in Articles 251^64 and 251^65 and, where appropriate, of the observations of the employees or their representatives on the draft cross-border division and the opinion on the report intended for them, formulated in accordance with the provisions of Article 251^64, decides on the draft cross-border division and on the amendment of the articles of association. The provisions of Article 116 shall apply mutatis mutandis.
(2) By way of exception to the provisions of Article 117 (2) and Article 195 (3), the deadline for the general meeting of the associates cannot be less than 6 weeks from the date of its convocation, in accordance with the law.
(3) In the case of joint-stock companies and limited partnerships, the decision shall be made in accordance with the provisions of Article 115 (2), second sentence, by the articles of incorporation may not be established majority requirements greater than 90% of the votes held by the partners present or represented.
(4) In the case of limited liability companies, the resolution shall be adopted with the quorum provided for in Article 192, but with a majority of at least two-thirds of the votes of the partners present or represented, the articles of association not being able to establish majority requirements greater than 90% of the votes held by the partners present or represented.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^69

(1) Associates who did not vote in favor of the cross-border division have the right to withdraw from the company and request the purchase by the company of the shares, social parts or other securities representing the social capital.^
(2) The right of withdrawal may be exercised within 30 days from the date of the resolution of the general meeting of the partners, provided that the intention to withdraw is notified no later than at the general meeting of the partners.
(3) The partners shall file at the company's headquarters a written withdrawal statement, specifying whether they agree with the price of the shares, social parts or other securities representing the social capital established in the division project and confirmed by the independent expert, as well as the shares, social parts or other securities representing the social capital that they own or, as the case may be, the shareholder certificates issued pursuant to the provisions of Article 97. The statement may also be transmitted electronically to the email address indicated for this purpose in the division project.
(4) The price for the shares, partnership interests, or other securities representing equity interests of the withdrawing partner, established by the company in the draft cross-border division and confirmed by the independent expert in the valuation report, shall be paid within two months from the date on which the cross-border division takes effect, in accordance with the provisions of Article 251^76, unless a shorter term is provided in the draft division or agreed upon by the parties.
(5) Within 15 days from the date of expiry of the period provided for in paragraph (2), the partner who, exercising his right of withdrawal, claims that the price of the shares, social parts or other securities representing the share capital does not have an adequate character, may request the court within whose jurisdiction the seat of the company subject to division is located to compel it to pay monetary compensation.
(6) The claim for the monetary compensation provided for in para. (5) shall be tried as a matter of urgency and with priority, the decision being subject to appeal only.
(7) The certificate prior to the cross-border division may be issued only if the company provides sufficient guarantees for the payment / evidence of the existence of cash for the payment, within the time limit provided by law or agreed by the parties, the price of the shares, social parts or other securities representing the share capital.
(8) The company shall immediately make available to creditors whose claims predate the date of publication of the draft division, at least in electronic format, information on the number of partners who have notified their intention to exercise the right of withdrawal.
(9) Romanian law, as the law of the state of origin, is the applicable law for the withdrawal right of the partner, and the court within whose jurisdiction the registered office of the company that is the subject of the cross-border division is located is the court competent to hear the claim for the establishment of monetary compensation and any other litigation concerning this right.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 25170

(1) Within 15 days from the date of expiry of the period provided for in Article 251^69 (2), associates who have decided not to exercise their right of withdrawal, but who claim that the allocation of shares, partnership interests or other securities representing the share capital of the beneficiary companies or the exchange ratio is inadequate, may apply to the court within whose jurisdiction the registered office of the company subject to division is located to compel it to pay monetary compensation. The provisions of Article 251^69 (6)-(9) shall apply mutatis mutandis.
(As of 24-08-2023, Paragraph (1), Article 251^70, Section 2, Chapter VI, Title VI was amended by RECTIFICATION no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 768 of 24 August 2023)
(2) The court decision is binding on the beneficiary companies and, in the case of a partial division and a division by separation, also on the company that is the subject of the division.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^71

(1) Within 45 days from the date of publication of the draft division, pursuant to the provisions of art. 251^67, any creditor whose claim precedes this date and is not due on this date and who is dissatisfied with the guarantees granted by the draft division shall notify the company to provide adequate guarantees.
(2) Within 15 days of the expiry of the period referred to in paragraph (1), the company shall submit to the creditor the offer regarding the provision of guarantees.
(3) In the event that the creditor referred to in para. (1) does not consider the guarantees granted by the company to be adequate, it may apply to the court to compel the company to provide adequate guarantees, if the creditor proves, reasonably, that the division affects the chances of covering the claim. The guarantees are granted on the condition that the division takes effect.
(4) The application shall be filed, within 3 months from the date of the publicity under the provisions of Article 251^67, with the registry office of the company's seat that is subject to division, which, within 3 days from the date of filing, shall record it in the register and forward it to the court within whose jurisdiction the company's seat is located. The proof of notification of the company for the establishment of guarantees and, if applicable, the offer of the company shall be attached to the application. The court decision is enforceable and is subject to appeal only.
(5) The creditor's claim shall be tried as a matter of urgency and with priority. If several claims are made, they shall be joined.
(6) The pre-division certificate may be issued only if the company provides evidence of the creditors' acceptance of the guarantees established as a result of the company's notification or in accordance with a court decision.
(7) Romanian law shall be the applicable law for the creditors' claims brought pursuant to para. (1), and the court in whose jurisdiction the headquarters of the company subject to cross-border division is located shall be the court competent to hear such claims.
(8) For a period of 2 years from the date on which the cross-border division takes effect, in accordance with the provisions of Article 251^76, any application by a creditor holding a claim prior to the date of publication of the draft division and not due on that date, in connection with that claim, may be brought before the competent court within the territorial jurisdiction of which the company that was the subject of the division had its registered office.
(9) By way of derogation from the provisions of Article 172 (1) (d), paragraphs (1)-(8) shall also apply to bondholders.
(10) In the event that a claim by a creditor of the company undergoing division is not covered by the company to which the corresponding liability is allocated, the other beneficiary companies and, in the case of a partial division or a division by separation, also the company undergoing division shall be jointly and severally liable with the company to which the liability is allocated. However, the maximum amount of the joint and several liability of any company involved in the division shall be limited to the value, as at the date on which the division takes effect, of the net assets allocated to that company.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^72

In the event that at least one of the beneficiary companies is a Romanian legal person, its managers or, as the case may be, members of its board of directors ensure compliance with the right of involvement and interest of employees, the provisions of art. 251^32 para. (2)-(8) applying mutatis mutandis.
(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^73

(1) The competence to verify the legality of the cross-border division in terms of the procedure followed by the Romanian legal person company that is divided belongs to the registrar of the office of the trade register in whose territorial jurisdiction the company's head office is located. The provisions of Article 105 of Law No. 265/2022 apply accordingly. For the purpose of exercising the competence to verify the legality of the cross-border division, the registrar shall consult the competent public institutions, including, if necessary, those in the member state of destination.
(2) The company shall submit, pursuant to the provisions of Article 84 of Law No. 265/2022, to the office of the trade register a request for the issuance of the pre-division certificate, accompanied by the following:
a) the cross-border division project, in the form approved by the general assembly of the associates;
b) the report of the managers or, as the case may be, of the members of the board of directors, to which, if applicable, are annexed the observations of the employees or their representatives and those of the associates and/or creditors on the draft cross-border division and, if applicable, the opinion of the employees or their representatives on the report provided for in Article 251^64 and, if applicable, the agreement of the associates on the waiver of the preparation of the report and/or evidence to demonstrate compliance with the conditions provided for in Article 251^64 (3) and/or (5);
c) the report of the independent expert referred to in Article 25165;
d) the resolution of the general meeting on the approval of the cross-border division of the company;
) if applicable, information on compliance with legal requirements regarding employee participation and other forms of employee involvement, including, if applicable, the initiation of the negotiation procedure, in accordance with the provisions of Government Emergency Ordinance no. 187/2007, as well as regarding the number of employees at the time of preparation of the division project;
f) inscriptions attesting the constitution of guarantees according to the division project or as a result of the notification of the company by the creditors, according to the provisions of art. 251^71 para. (1), or, if applicable, according to the judicial decision on the request of the creditors, as well as the judicial decision, in copy;
g) documents certifying the existence of the available funds for the payment, within the legal term, of the price of the shares, social parts or other securities representing the social capital of the partners who have exercised the right of withdrawal and, if the case, the monetary compensation established by judicial decision, as well as the judicial decision, in copy;
h) if an application has been filed for the annulment or declaration of nullity of the resolution of the general meeting of the associates approving the cross-border division, the judicial decision rejecting the application, in copy;
i) the statement of the managers or, as the case may be, of the members of the board confirming, according to the data held and checks carried out on the basis of the principle of prudence and diligence of a good manager, that the financial situation of the company and the mode of allocation of assets to the beneficiary companies and, in the case of a partial division, also to the company which is the subject of the division, as at the date of the statement, ensure the performance of the obligations towards the partners and creditors arising from the cross-border division, in accordance with the provisions of Article 251;^69-25171.
(As of 24-08-2023, Letter i), Paragraph (2), Article 251^73, Section a 2-a, Chapter VI, Title VI was amended by RECTIFICAREA No. 222 of 14 July 2023, published in the MONITORUL OFICIAL No. 768 of 24 August 2023)
(3) The Trade Register shall obtain from its own records and from other public institutions, through inter-institutional channels, where appropriate, on the basis of a protocol, for the purpose of verification by the registrar of the legality of the cross-border division, the following:
a) a fiscal certificate attesting the execution of the company's obligations towards the state budget and local budgets;
b) information from the fiscal record;
c) information from the judicial record;
d) information from the national integrated computer system for recording claims arising from offenses - ROARMIS;
e) information on the number of branches and their geographical location;
f) information on the number of employees;
g) information on the administrative sanctions imposed on the company, in accordance with the provisions of art. 53 and 54 of Law no. 217/2005, republished, with subsequent modifications and additions, and / or in accordance with the provisions of art. 9 and 10 of Law no. 467/2006, with subsequent modifications and additions;
h) information from the register of ultimate beneficial owners on the ultimate beneficial owners of the company.
(4) If the procedures for the cross-border division and the formalities relating to this operation are not completed or if all the documents provided for by law are not submitted, the registrar, by order, within 10 days from the date of submission of the application, grants the company a period for regularization, which may not exceed 15 days.
(5) If the procedures for the cross-border division and the formalities relating to this operation are fulfilled in accordance with the law, and the reports provided for in Articles 251^64 and 251^65 are drawn up in accordance with the law, the registrar shall issue the certificate prior to the cross-border division, the format of which shall be approved by order of the Minister of Justice.
(6) The Registrar shall reject, with reasons, the request for the issue of the certificate prior to the cross-border division:
a) if the legal requirements for cross-border division have not been met, including the preparation of the reports provided for in Articles 251^64 and 251^65 pursuant to the law, and/or the documents certifying the fulfillment of these legal requirements have not been submitted to the registrar within the time limit granted by the registrar;
b) in the event that the company subject to cross-border division has been finally convicted of a criminal offense, and the penalty of a fine or, as the case may be, the complementary penalty has not yet been executed.
(7) If serious indications of abusive or fraudulent cross-border operations that lead or are intended to lead to tax evasion or avoidance or to the circumvention of European Union or domestic law, or that are intended to facilitate the commission of crimes, emerge from the documents submitted by the company, the information and documents in the company's file at the trade register office or those obtained by the trade register through interinstitutional channels, the registrar shall refer the matter to the court within whose jurisdiction the company's registered office is located, for a ruling on the application for a prior certificate for cross-border division. In such cases, all the documents submitted by the company and all those obtained by the trade register office through interinstitutional channels, as well as relevant information from the trade register and the register of ultimate beneficial owners, shall be forwarded to the competent court.
(8) The request under para. (7) shall be dealt with urgently and with priority, in the council chamber, with the company being cited. For the date fixed, the public prosecutor's office attached to the court seised shall also be cited, and shall be sent, in copy, the documents in the file. In this case, the submission of conclusions by the public prosecutor is mandatory.
(9) By the decision rendered, in accordance with the provisions of Articles 527 to 540 of Law No. 134/2010 on the Civil Procedure Code, as republished, with subsequent modifications and additions, if it finds that the legal requirements for the realization of the cross-border division are met, the court allows the request and orders the registrar to issue the certificate prior to the cross-border division. If it finds that the cross-border merger is carried out for abusive or fraudulent purposes, leading to or intending to lead to the violation or circumvention of European Union or domestic law or for the purpose of committing offenses, the court rejects the request to issue the certificate prior to the cross-border merger. The decision of the court is enforceable and is subject only to appeal, which may also be exercised by the Public Ministry.
(10) The time limit for evaluating the application for the issue of the preliminary certificate for the cross-border division shall not exceed 3 months from the date of submission of the application, except in the case provided for in paragraph (7), when it may be extended by a maximum of 3 months. If, due to the complexity of the cross-border procedure, additional information or verifications are required and the evaluation cannot be completed within these time limits, the registrar, ex officio or, as the case may be, at the request of the court, shall communicate the reasons for any delays to the company before the expiry of the time limits.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^74

(1) The National Trade Register Office shall transmit the pre-division certificate to the competent authorities for checking the legality of the procedures for carrying out the cross-border division in the Member States whose legislation governs the beneficiary companies and the trade registers of those Member States, through the systems for interconnecting trade registers, and shall ensure access for third parties to this certificate, including through the system for interconnecting the trade register.
(2) In the case of a complete division where the recipient companies are governed by the law of another Member State or other Member States, the trade register shall, ex officio or, where appropriate, at the request of the company undergoing division or the recipient companies, enter a note that the deletion from the trade register is the result of a cross-border division, as well as the registration numbers, name and legal form of the recipient companies from the other Member States.
(3) In the case of a complete division where at least one of the beneficiary companies is governed by Romanian law, the trade register office shall, ex officio or, as the case may be, at the request of the company subject to the division or the beneficiary companies, enter the mention that the deletion from the trade register is the result of a cross-border division, as well as the registration number, the name and the legal form of the beneficiary company/companies registered in the Romanian trade register and the registration numbers, the name/denomination and the legal form of the beneficiary companies from the other Member States.
(4) In the case provided for in paragraph (3), at the request of the company subject to division, submitted with the request for the issuance of the preliminary certificate of cross-border division, the registrar decides on the registration in the trade register of the beneficiary company/companies governed by Romanian law.
(5) In the case of a cross-border division, within one working day from the date of receipt, through the system for interconnecting commercial registers, of all notifications that the beneficiary companies have been registered, the commercial register office shall delete the company that was the subject of the division from the commercial register, recording and mentioning that the deletion is the result of a cross-border division, and shall notify, through the system for interconnecting commercial registers, that the division has taken effect.
(6) In the case of a cross-border partial division or separation, within one working day from the date of receipt, through the system for interconnecting commercial registers, of all notifications that the beneficiary companies have been registered, the commercial register office shall register the change of the company's articles of association subject to the division and the mention that this is the result of a cross-border division. The commercial register office shall notify, through the system for interconnecting commercial registers, that the division produces effects.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^75

(1) The competence to verify the fulfillment of the legal requirements for the registration in the trade register of a joint-stock company, a limited partnership or a limited liability company, a Romanian legal entity, a beneficiary company resulting from the cross-border division of a company registered in the trade register of another Member State, as well as the fulfillment, if applicable, of the legal requirements regarding the participation of employees and other forms of their involvement, belongs to the registrar of the trade register office within whose jurisdiction the beneficiary company's head office is located. In the case where several beneficiary companies are governed by Romanian law, the verification competence belongs to the registrar of the trade register office within whose jurisdiction the head office of any of the beneficiary companies is located.
(2) Upon request from the beneficiary company, filed pursuant to the provisions of Article 84 of Law No. 265/2022, the registrar, finding that the legal requirements for the incorporation and registration of the company have been met and having received the prior certificate of cross-border division issued by the competent authority of the departing member state, shall decide on the registration of the beneficiary company and the mention that the registered company is the result of a cross-border division, as well as the registration number, name/denomination, and legal form of the divided company.
(3) The pre-division certificate issued by the competent authority of the member state of departure certifies that the conditions for the cross-border procedures and formalities of the transformation in the member state of departure are met.
(4) The National Trade Register Office shall immediately notify, through the trade register interconnection system, the trade register of the Member State whose law governed the company that was the subject of the division, of the fact that the beneficiary company has been registered in the trade register.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^76

(1) The cross-border division of a Romanian legal person company produces effects on the date of deletion from the trade register of the company that was the subject of the division or, as the case may be, on the date of registration in the trade register of the amendment of its articles of association.
(2) In the case of a cross-border division of a company governed by the law of another Member State which results in the creation of at least one Romanian legal person beneficiary company, the division shall have effects in accordance with the law applicable to the company that was the subject of the division.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^77

(1) A comprehensive cross-border division has, from the date specified in Article 251^76, the following effects:
a) all the assets and liabilities of the company subject to the division are transferred to the beneficiary companies according to the distribution provided for in the cross-border division project;
b) the partners of the company subject to the division become partners of the beneficiary companies under the conditions of allocation of shares, social parts or other securities representing the social capital provided for in the cross-border division project, except in the case where they have exercised the right of withdrawal, according to the provisions of art. 251^69;
c) the rights and obligations of the company subject to the division resulting from employment contracts or employment relationships and existing on the date on which the cross-border division takes effect shall be transferred to the beneficiary companies, in accordance with the allocation provided for in the draft cross-border division;
d) the company subject to the division ceases to exist.
(2) A partial cross-border division has the following effects from the date specified in Article 251^76:
a) part of the assets and liabilities of the company subject to division are transferred to the beneficiary company or companies, according to the distribution provided for in the cross-border division project, the remaining assets and liabilities continuing to be part of the assets of the divided company;
b) at least some of the partners of the company subject to division become partners of the beneficiary companies and at least one of the partners remains in the company subject to division or becomes a partner of both companies, under the conditions of allocation of shares, social parts or other securities representing the social capital provided for in the draft cross-border division, except where they have exercised the right of withdrawal, in accordance with the provisions of art. 251^69;
c) the rights and obligations of the company subject to the division resulting from employment contracts or employment relationships and existing on the date on which the cross-border division takes effect are transferred to the beneficiary companies or remain in the assets of the divided company, in accordance with the allocation provided for in the draft cross-border division.
(3) A cross-border division by separation has, from the date provided for in Article 251^76, the following effects:
a) part of the assets and liabilities of the company subject to division are transferred to the beneficiary company or companies, according to the distribution provided for in the cross-border division project, the remaining assets and liabilities continuing to be part of the assets of the divided company;
b) the shares, social parts or other securities representing the social capital of the beneficiary company/beneficiary companies are allocated to the company subject to division;
c) the rights and obligations of the company subject to the division arising from employment contracts or employment relationships existing on the date on which the cross-border division takes effect shall be transferred to the beneficiary company or companies in accordance with the allocation provided for in the draft cross-border division.
(4) In the event that an asset or liability of the company subject to division is not allocated in the draft cross-border division and if the interpretation of the terms of the draft does not allow a decision to be made on its allocation, the asset or its equivalent value, as the case may be, the liability shall be allocated to all the beneficiary companies or, in the case of a partial division or a division by separation, to all the beneficiary companies and the company subject to division, proportionally with the share of the net assets allocated to each pursuant to the draft cross-border division.
(5) Shares, membership interests, or other securities representing equity interests in one of the beneficiary corporations shall not be exchanged for shares, membership interests, or other securities representing equity interests in the corporation that is the subject of the division when the shares, membership interests, or other securities representing equity interests are held either by the corporation itself or through a person acting in his own name but for the account of the corporation.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^78

In the case of division by separation, the provisions of Article 251^63 paragraph (1) lit. c), e)-g) and j), Article 251^64, 251^65 and Article 251^69 shall not apply.
(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^79

(1) The administrators or, as the case may be, the members of the board of directors or the management board shall be jointly and severally liable, in accordance with the provisions of Article 73, for any damage caused by their culpable conduct in fulfilling the obligations provided by law within the framework of the procedures for carrying out cross-border divisions.
(2) Experts who draw up the report provided for in Article 251^65, in respect of the company which is the subject of cross-border division, are jointly and severally liable for any damage caused by their culpable act in fulfilling the obligations provided for by law in the context of the procedures for carrying out the cross-border division.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Article 251^80

(1) The cross-border division which has been subject to legality control according to this Act cannot be revoked after the date on which it takes effect.
(2) By way of exception to the provisions of Article 132 (3), the action for the declaration of the nullity of the general meeting of the associates' resolution approving the cross-border division may be brought within 30 days from the date of its publication in the Romanian Official Gazette.
(3) In the context of a nullification action brought pursuant to Article 132(2), the resolution of the general meeting of associates cannot be nullified solely on the basis of:
a) the module for establishing the exchange rate of the shares, social parts or other values representing the social capital;
b) improper module for establishing the price of shares, social parts or other securities representing social capital for the situation of the exercise by the associates of the right of withdrawal from the company;
c) failure to comply with the requirements for informing partners about the price of shares, social parts or other securities representing the share capital for the situation of exercising the right of withdrawal from the company or about the exchange rate of shares, social parts or other securities representing the share capital.
(4) Proceedings for cancellation and declaration of nullity cannot be initiated if the situation has been rectified. If the irregularity which may lead to the declaration of nullity of a cross-border division can be remedied, the competent court shall grant a period for its rectification.
(5) Criminal liability and its consequences, in the case of the commission of a crime by the company that was the subject of cross-border division, will be incurred:
a) in the case of a complete division, at the expense of the beneficiary company/companies, according to the law;
b) in the case of a partial division or a division by separation, both in the charge of the company that was the subject of the division, as well as in the charge of the beneficiary company/companies.

(As of 23-07-2023, Section 2, Chapter VI, Title VI was supplemented by Point 6., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )

Title VII

Lichidarea societăților
(Title VII heading amended by Article 18, paragraph 31 of Title IV of LAW No. 76 of May 24, 2012, published in the MONITORUL OFICIAL No. 365 of May 30, 2012, by replacing the phrase "commercial companies" with the term "companies". )

Chapter I General Provisions

Article 252

(1) For the liquidation and distribution of the social patrimony, even if the constitutive act provides norms in this sense, the following rules are mandatory:
a) until the liquidators take up their duties, the managers and directors, respectively the members of the board of directors, shall continue to exercise their powers, with the exception of those provided for in Article 233;
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, art. 252 para. (1) lit. a) was modified.)
b) the appointment of liquidators, as well as any subsequent act which would change their person or the powers conferred upon them, shall be filed, through the liquidators, with the office of the trade register, in order to be mentioned in the trade register. They shall be published in the Official Gazette of Romania, Part IV, or, as the case may be, in the Electronic Bulletin of the trade register.
(As of 26-11-2022, Letter b) of Paragraph (1), Article 252, Chapter I, Title VII was amended by Point 64, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(2) Only after registration in the trade register, the liquidators will exercise this function.
(As of 26-11-2022, Paragraph (2) of Article 252, Chapter I, Title VII was amended by Point 65, Article 129, Section 10, Chapter IV of LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022)
(3) Repealed.
(3) Para. (3) of Article 252 was repealed by para. 61 of Article I of the EMERGENCY ORDINANCE No. 82 of June 28, 2007, published in the OFFICIAL GAZETTE No. 446 of June 29, 2007. )
(4) In addition to the provisions of this title, the rules established by the articles of association and by law shall apply to companies in liquidation, insofar as they are not incompatible with liquidation.
(5) All acts emanating from the company must show that it is in liquidation.

Article 252^1

Abrogat.
(On 29-06-2007, Art. 252^1 was repealed by art. I para. 62 of the EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007. )

Article 253

(1) Liquidators may be natural persons or legal entities. Liquidators who are natural persons or permanent representatives – natural persons of the liquidating company – must be authorised liquidators, in accordance with the law.
(2) Liquidators have the same liability as managers, respectively members of the board of directors.
(2) Article 253 para. (2) was amended by Article 177 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(3) The liquidators are obliged, immediately after taking up their duties, to make an inventory and to draw up a balance sheet together with the managing directors and the members of the board of directors of the company, which shall show the exact situation of the company's assets and liabilities, and to sign them.
(3) Article 253 para. (3) was amended by Article 177 of Law No. 441 of 27 November 2006, published in the Official Gazette No. 955 of 28 November 2006.
(4) The liquidators are obliged to receive and keep the property of the company, the registers entrusted to them by the administrators, respectively by the members of the board of directors, and the acts of the company. They will also keep a register of all the operations of the liquidation, in the order of their date.
(4) Article 253, paragraph (4), was amended by Article 1, paragraph 177, of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006.
(5) The liquidators carry out their mandate under the control of the auditors. In the case of joint stock companies organised according to the dualistic system, the liquidators carry out their mandate under the control of the supervisory board.
(5) Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article 253 was amended by Article 177, paragraph (5) of Article

Article 254

In the case of companies whose activities were carried out on the basis of the environmental license provided for in Law No. 137/1995 on environmental protection, as republished*), with subsequent amendments and supplements, the liquidators are required to take measures to draw up the environmental balance sheet provided for in this Law and to communicate the results of this balance sheet to the territorial agency for environmental protection.
(On 02-06-2012, Art. 254 was amended by art. 18, para. 31 of Title IV of the LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies". )

Article 255

(1) In addition to the powers conferred by the partners, with the same majority required for their appointment, the liquidators will be able to:
a) to sue and be sued on behalf of the company;
(As amended by art. I para. 63 of EMERGENCY ORDINANCE no. 82 of June 28, 2007, published in the MONITORUL OFICIAL no. 446 of June 29, 2007. )
b) to perform and complete the trade operations related to the liquidation;
c) to sell, through public auction, the real estate and any movable property of the company;
(As amended by Law no. 29-06-2007, Lit. c) in art. 255 para. (1) was amended by art. I para. 63 of EMERGENCY ORDINANCE no. 82 of 28 June 2007, published in MONITORUL OFICIAL no. 446 of 29 June 2007. )
d) to make transactions;
e) to collect and enforce the company's claims.
(As amended by Article 255 (1) (e) of Law No 29-06-2007, published in the Official Gazette No 446 of 29 June 2007)
f) to contract commercial obligations, to make unsecured loans and to perform any other necessary acts.
(2) In the absence of special provisions in the articles of association or in their appointment, liquidators may not constitute mortgages on the company's assets unless authorized by the court.
(2) Article 255 para. (2) was amended by Article 178 para. 1 of Law No. 441 of 27 November 2006, published in the Official Gazette of Romania, No. 955 of 28 November 2006.
(3) Liquidators who carry out new commercial operations which are not necessary for the purpose of the liquidation are personally and jointly liable for their execution.

Article 255^1

In the case of companies that have been dissolved under Article 237 and 2372, the funds obtained from the sale of the company's assets and rights shall be used to cover, on a priority basis, expenses for taxes, fees, and any other costs related to the sale of the assets, including expenses necessary for the preservation and administration of these assets, as well as for the payment of the liquidator's remuneration.
(On 26-11-2022, Chapter I of Title VII was supplemented by Point 66, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )

Article 256

(1) Liquidators cannot pay any amount to the associates on account of the parties who would be entitled to the liquidation before the settlement of the creditors of the company.
(2) However, the partners may request that the amounts withheld be deposited with the Savings and Consignment House - C.E.C. - S.A. or a bank or one of its units and that the distribution be made on the shares or social parts, even during the liquidation, if, in addition to what is necessary to fulfill all the obligations of the company, due or that will become due, there remains an availability of at least 10% of their amount.
(3) Against the decisions of the liquidators, the creditors of the company can oppose under the conditions of art. 62.

Article 257

Liquidators who, by presenting the annual financial statements, prove that the funds available to the company are insufficient to cover the current liability must request the necessary amounts from the partners who are liable without limit or from those who have not made the full contributions, if they are obliged, according to the form of the company, to procure them or, if they are debtors to the company, for the contributions not made, which they were obliged to make as partners.

Article 258

Lichidatorii care au achitat datoriile societății cu proprii lor bani nu vor putea să exercite împotriva societății drepturi mai mari decât acelea ce aparțineau creditorilor plătiți.

Article 259

Creditorii societății au dreptul de a exercita contra lichidatorilor acțiunile care decurg din creanțele ajunse la termen, până la concurența bunurilor existente în patrimoniul societății, și numai după aceea de a se îndrepta împotriva asociaților, pentru plata sumelor datorate din valoarea acțiunilor subscrise sau din aceea a aporturilor la capitalul social.

Article 260

(1) The liquidation of the company must be completed within one year from the date of registration in the trade register of the mention of dissolution. For good reasons, at the request of the liquidator, the trade register office may extend this term by a maximum of three times, by one year each time.
(As of 26-11-2022, Paragraph (1) of Article 260, Chapter I, Title VII was amended by Point 67, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(2) The liquidation does not release the shareholders/partners and does not prevent the opening of the insolvency procedure of the company.
(3) Within 60 days from the registration in the trade register of the mention of dissolution, the liquidators shall be appointed, under the conditions of Article 262, respectively Article 264.
(4) Within 60 days of his appointment, the liquidator shall file with the trade register office, for entry in the trade register, a report on the economic situation of the company. If, according to the report, the debtor meets the conditions for the opening of the simplified insolvency procedure, the liquidator is obliged to request the opening of this procedure within 15 days from the date of filing the report.
(5) Failure to comply with the reporting obligation under paragraph (4) constitutes an offence and is punishable by a fine of between 500 and 1,000 lei. The registrar of the commercial register shall establish the offences and impose the sanctions, either ex officio or upon the request of any interested party, by order. The sanction shall also apply to the liquidator who fails to file the application for the opening of the insolvency proceedings within the time limit laid down in paragraph (4).
(As of 26-11-2022, Paragraph (5) of Article 260, Chapter I, Title VII was amended by Point 68, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(6) Within 15 days of the completion of the liquidation, the liquidators shall submit to the trade register the request for the deletion of the company from the trade register, based on the final liquidation report and the financial statements of the liquidation presenting the situation of the assets, the claims and the allocation of the remaining assets, if any, including, if applicable, proof of compliance with the obligation to calculate, withhold and pay the income tax on the liquidation of the company, provided for in Article 97 (5) of Law No. 227/2015 on the Fiscal Code, with subsequent amendments and additions, respectively the income tax on the income of non-residents from the liquidation of a resident, provided for in Article 223 (1) lit. o) in conjunction with Article 224 of Law No. 227/2015, with subsequent amendments and additions, under the penalty of a fine of 20 lei per day of delay, which shall be applied, ex officio or at the request of any interested party, by the registrar of the trade register. The decision establishing the completion of the liquidation and ordering the deletion of the company from the trade register shall be published in the Electronic Bulletin of the Trade Register.
(As of 23-07-2023, Paragraph (6), Article 260, Chapter I, Title VII was amended by Point 7., Article I of the LAW no. 222 of 14 July 2023, published in the MONITORUL OFICIAL no. 667 of 20 July 2023 )
(6^1) The transfer to partners/shareholders of the ownership right over the goods remaining after the payment of creditors takes place on the date of the deletion of the company from the trade register.
(As of 26-11-2022, Article 260 of Chapter I, Title VII was supplemented by Point 69, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(6^2) The trade register shall issue to each partner/shareholder a certificate of ownership of the distributed assets, on the basis of which the partner/shareholder may proceed to register the real estate in the land register.
(As of 26-11-2022, Article 260 of Chapter I, Title VII was supplemented by Point 69, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(7) If, within 3 months from the expiry of the period mentioned in paragraph (1), as extended, if any, the office of the trade register has not been notified of any request for deletion, the registrar of the trade register, ex officio or at the request of any interested person, finds that the legal period in which the liquidation could be carried out has expired and decides to delete the company from the trade register. The list of companies for which the National Office of the Trade Register, through the registrar of the trade register, is to decide to delete is displayed in the Electronic Bulletin of the Trade Register at least 15 calendar days in advance and is transmitted to the Ministry of Finance - National Tax Administration.
(As of 26-11-2022, Paragraph (7) of Article 260, Chapter I, Title VII was amended by Point 70, Article 129, Section 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(8) The decision to strike off the trade register, pronounced according to para. (7), is not enforceable. It is communicated to the company, the National Agency for Fiscal Administration - the county directorate of public finances/the directorate of public finances of the sector and published in the Electronic Bulletin of the Trade Register.
(As of 26-11-2022, Paragraph (8) of Article 260, Chapter I, Title VII was amended by Point 70, Article 129, Section 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(9) The company, the National Tax Administration Agency or any interested person may lodge an appeal against the registration office's conclusion within 15 days of its notification. In the case of an interested person, the time limit shall run from the publication of the registration office's conclusion in the Electronic Bulletin of the Trade Register. The appeal shall be lodged with the trade register office and a mention thereof shall be made in the trade register. Within 3 working days of the date of lodging, the trade register office shall forward it to the competent court.
(As of 26-11-2022, Paragraph (9) of Article 260, Chapter I, Title VII was amended by Point 70, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(9^1) The decision issued by the court in settling the complaint can only be appealed by appeal, within 30 days of notification. The appellant shall submit a copy of the appeal to the office of the commercial register, for notation in the commercial register.
(As of 26-11-2022, Article 260 of Chapter I, Title VII was supplemented by Point 71, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(10) In cases where the provisions of Article 270^1 are not applicable, as the company in liquidation meets the conditions provided for in Article 38 (2) of Law No. 85/2014 on prevention and insolvency proceedings, as amended and supplemented, but does not meet the requirement provided for in Article 5 (1) point (72) of the same Law, the registrar of the Commercial Register shall, by order, find that the liquidation has been completed and shall decide to strike the company off the register on the basis of the final liquidation report and the financial statements of liquidation which present the situation of the assets, the claims and the distribution of the remaining assets, if any.
(As of 26-11-2022, Paragraph (10) of Article 260, Chapter I, Title VII was amended by Point 72, Article 129, Section 10, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(11) The assets remaining from the company's estate, which are deleted from the trade register in accordance with this article, shall revert to the shareholders/partners in accordance with the law.

(As of 16-07-2015, Art. 260 was amended by art. II para. 8 of LAW no. 152 of 18 June 2015, published in MONITORUL OFICIAL no. 519 of 13 July 2015. )

Article 261

(1) After the approval of the accounts and the completion of the distribution, the records and acts of the collective company, simple command or limited liability, which will not be necessary for any of the associates, will be deposited with the associate designated by the majority.
(2) In joint stock companies and limited partnerships, the registers provided for in Article 177 (1) (a)-(f) shall be filed with the trade register where the company is registered, where any interested party may become aware of them with the permission of the trade register keeper, and the rest of the company's acts shall be filed with the National Archives.
(As of 26-11-2022, Paragraph (2) of Article 261, Chapter I, Title VII was amended by Point 73, Article 129, Section 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(3) The records of all companies shall be kept for 5 years.

Chapter II Liquidation of Partnerships, Limited Partnerships or Limited Liability Companies

Article 262

(1) The appointment of liquidators in partnerships, limited partnerships or limited liability companies shall be made by all the partners, unless otherwise provided for in the partnership agreement.
(2) If a unanimous vote cannot be reached, the appointment of liquidators shall be made by the court, at the request of any partner or administrator, with the hearing of all partners and administrators.
(3) The sentence can only be appealed by the partners or administrators, within 15 days of its pronouncement.
(3) Article 262 para. (3) was amended by Article 18 para. 27, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012.

Article 263

(1) Upon completion of the liquidation of the collective, simple partnership or limited liability company, the liquidators shall draw up the financial statement and propose the distribution of the assets among the partners.
(1^1) The financial statement signed by the liquidators is forwarded for registration and publication on the website of the trade register office.
(1^1) to art. 263 was introduced by art. I para. 179 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )
(1^2) Abrogated.
(As of 29-06-2007, Alin. (1^2) of Article 263 was repealed by Article I, Paragraph 64 of the EMERGENCY ORDINANCE No. 82 of June 28, 2007, published in MONITORUL OFICIAL No. 446 of June 29, 2007.)
(2) The dissenting partner may oppose, under the conditions of art. 62, within 15 days from the notification of the financial situation of the liquidation and the draft allocation.
(3) For the purposes of resolving the opposition, the issues relating to the liquidation will be separated from those relating to the distribution, in relation to which the liquidators may remain strangers.
(4) Upon the expiry of the period referred to in paragraph (2) or once the decision on the opposition has become final, the financial report on liquidation and distribution is deemed approved and the liquidators are released.
(4) Article 263 para. (4) was amended by Article 18 para. 28, Title IV of LAW No. 76 of 24 May 2012, published in MONITORUL OFICIAL No. 365 of 30 May 2012.

Chapter III Liquidation of joint-stock companies and companies limited by guarantee

Article 264

(1) The appointment of liquidators in joint-stock companies and in limited partnerships is made by the general meeting which decides on the liquidation, unless the articles of association provide otherwise.
(2) The general meeting decides with the majority provided for the amendment of the articles of association.
(3) In the event that a majority has not been obtained, the appointment shall be made by the court, at the request of any of the administrators, or of the members of the board of directors, or of the partners, with citation of the company and of those who have requested it. The decision is subject only to appeal.
(3) Article 264a was amended by Article 18, Title IV, paragraph 29 of Law No. 76 of 24 May 2012, published in the Official Monitor No. 365 of 30 May 2012.

Article 265

(1) The administrators, respectively the members of the board of directors, shall submit to the liquidators an account of their management for the period elapsed since the last approved financial statement until the commencement of the liquidation.
(1) Article 265 was amended by Article I, paragraph 181 of Law No. 441 of 27 November 2006, published in the Official Monitor No. 955 of 28 November 2006.
(2) The liquidators shall have the right to approve the statement of account and to make or support any objections thereto.

Article 266

(1) In the case where one or more administrators, respectively members of the board of directors are appointed liquidators, the report on the management of the administrators, respectively the board of directors is filed with the office of the trade register, for mention in the trade register. It shall be published in the Official Gazette of Romania, Part IV, together with the final liquidation balance sheet.
(As of 26-11-2022, Paragraph (1) of Article 266, Chapter III, Title VII was amended by Point 74, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(2) When the management exceeds the duration of a financial year, the report must be annexed to the first financial statement that the liquidators submit to the general meeting.
(3) Any shareholder may oppose, under the conditions of art. 62, within 15 days of publication.
(4) All oppositions made will be connected, to be resolved by a single sentence.
(5) Each shareholder has the right to intervene in court, and the decision will be enforceable against non-intervening shareholders.

Article 267

Abrogat.
(As of 30-04-2008, Art. 267 was repealed by art. I para. 11 of the EMERGENCY ORDINANCE no. 52 of April 21st 2008, published in the MONITORUL OFICIAL no. 333 of April 30th 2008. )

Article 268

(1) Upon completion of the liquidation, the liquidators shall draw up the final financial statement showing the portion due to each share in the distribution of the company's assets, accompanied by the report of the auditors or, as the case may be, the report of the financial auditors.
(2) The financial statement signed by the liquidators shall be filed with the trade register office for record purposes. It shall be published in Part IV of the Romanian Official Gazette.
(As of 26-11-2022, Paragraph (2) of Article 268, Chapter III, Title VII was amended by Point 75, Article 129, Section 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(3) Any shareholder may make opposition, under the conditions of art. 62.

Article 269

(1) If the period provided for in Article 266 (3) has expired without opposition, the financial situation is considered approved by all shareholders, and the liquidators are released, subject to the distribution of the company's assets.
(2) Regardless of the expiry of the term, the receipt of the last distribution is equivalent to the approval of the account and the distribution made to each shareholder.

Article 270

(1) The amounts due to shareholders, not collected within two months from the publication of the financial statements, will be deposited in a bank or one of its branches, indicating the name and first name of the shareholder.
(2) Payment shall be made to the person indicated.

(As of 21-07-2019, Article 270 of Chapter III, Title VII was amended by Point 16, Article 54, Chapter XI of the LAW no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )

Articolul 270^1

In the event that the company in liquidation is insolvent, the liquidator is obliged to apply for the opening of insolvency proceedings. Under the insolvency legislation, creditors will be able to apply for the opening of insolvency proceedings against the company in liquidation.
(Art. 270^1 was introduced by art. I para. 183 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Article 270^2

Upon finding that the conditions provided by the insolvency law have been met, the insolvency judge will decide to open the simplified insolvency procedure.
(Art. 270^2 was introduced by art. I para. 183 of Law no. 441 of 27 November 2006, published in MONITORUL OFICIAL no. 955 of 28 November 2006. )

Title VII^1 European Society

(Title VII^1 was introduced by art. I para. 12 of EMERGENCY ORDINANCE no. 52 of April 21, 2008, published in the MONITORUL OFICIAL no. 333 of April 30, 2008. )

Articolul 270^2 a)

European companies based in Romania are subject to the provisions of Council Regulation (EC) No. 2157/2001 of October 8, 2001, regarding the status of the European company, the provisions of this chapter, as well as those concerning joint-stock companies, to the extent that they are compatible with the provisions of the community regulation.
(Art. 270^2 a) was introduced by art. I para. 12 of EMERGENCY ORDINANCE no. 52 of April 21, 2008, published in MONITORUL OFICIAL no. 333 of April 30, 2008. )

Articolul 270^2 b)

(1) European companies with their registered office in Romania have legal personality from the date of registration in the trade register.
(2) A European company may not be registered with the trade register unless an agreement on employee involvement in the company's activities has been concluded in accordance with the conditions laid down in Government Decision No 187/2007.
(3) Within 30 days of registration, the National Office of the Trade Register shall send a notice of the company's registration to the Official Journal of the European Union. The notice shall contain the information specified in Article 14 of Council Regulation (EC) No 2157/2001.

(Art. 270^2 b) was introduced by art. I para. 12 of EMERGENCY ORDINANCE no. 52 of April 21, 2008, published in MONITORUL OFICIAL no. 333 of April 30, 2008. )

Article 270^2 c)

(1) Any European company registered in Romania may transfer its registered office to another Member State.
(2) The transfer project, endorsed by the trade register, shall be published in the Official Gazette of Romania, Part IV, at the expense of the company, at least 30 days before the date of the meeting in which the extraordinary general meeting is to decide on the transfer.
(As of 26-11-2022, Paragraph (2) of Article 270^2 c), Title VII^1 was amended by Point 76, Article 129, Section a 10-, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(3) The resolution of the general meeting on the transfer of the registered office of the European company to another Member State shall be adopted in accordance with Article 115(2). If shareholders representing the majority of the share capital are present or represented, the decision may be taken by a simple majority.

(As amended by Order no. 52 of April 21, 2008, published in the Official Monitor no. 333 of April 30, 2008, art. 270^2 lit. c) was introduced by art. I para. 12)

Article 270^2 d)

(1) Creditors of European companies whose claims are prior to the date of publication of the draft transfer and which are not due on the date of publication may oppose under Article 62.
(2) The opposition provided for in paragraph (1) suspends the execution of the operation until the date on which the judicial decision becomes final, except in the case where the debtor company provides proof of payment of the debts or offers guarantees accepted by the creditors or concludes an agreement with them for the payment of the debts.
(Art. 270^2 d) para. (2) was amended by Article 18, para. 30 of Title IV of Law No. 76 of May 24, 2012, published in the Official Monitor No. 365 of May 30, 2012. )

(As amended by Law no. 300/2008, art. 270^2 d) was introduced by art. I, para. 12 of EMERGENCY ORDINANCE no. 52 of April 21st, 2008, published in MONITORUL OFICIAL no. 333 of April 30th, 2008. )

Article 270^2 e)

(1) Shareholders who did not vote in favor of the general meeting resolution approving the transfer of the head office to another Member State have the right to withdraw from the company and request the purchase of their shares by the company.
(2) The right of withdrawal may be exercised within 30 days from the date of the general meeting resolution.
(3) The shareholders shall submit to the company's registered office, together with the written withdrawal statement, the shares they hold or, as the case may be, the certificates of shareholder.
(4) The price to be paid by the company for the shares of the shareholder exercising the withdrawal right shall be established by an independent authorised expert as the average value resulting from the application of at least two evaluation methods recognised by the legislation in force at the date of evaluation. The expert shall be appointed by the trade register keeper, in accordance with the provisions of Articles 38 and 39. The evaluation costs shall be borne by the company.
(As of 26-11-2022, Paragraph (4) of Article 270^2 e), Title VII^1 was amended by Point 77, Article 129, Section a 10, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(5) The trade register keeper, after checking the legality of the transfer, shall issue an order attesting to the fulfillment of the conditions provided for in Articles 3 to 5 of this Law and those provided for in Article 8 of Council Regulation (EC) No 2157/2001.
(la 26-11-2022, sintagma: Judecătorul-delegat a fost înlocuită de Articolul 135, Sectiunea a 10-a, Capitolul IV din LEGEA nr. 265 din 22 iulie 2022, publicată în MONITORUL OFICIAL nr. 750 din 26 iulie 2022 )
(6) Where the European company is transferred, the trade register office shall, at the company's expense, notify the Journal of the European Union of the deletion of the company from the Romanian trade register as a result of the transfer of its head office to another Member State.

(Art. 270^2 e) was introduced by art. I para. 12 of EMERGENCY ORDINANCE no. 52 of April 21, 2008, published in MONITORUL OFICIAL no. 333 of April 30, 2008. )

Title VIII

Contravenții și infracțiuni
(As amended by Law no. 441 of 27 November 2006, published in the Official Monitor no. 955 of 28 November 2006, Title VIII heading was modified)

Article 270^3

(1) Breaching the provisions of Article 74 constitutes a contravention and is punishable by a fine ranging from 2,500 lei to 5,000 lei.
(2) The breach of the provisions of Article 131 (4) constitutes an offence and is punishable by a fine of between 5,000 and 10,000 lei.
(As amended by Order no. 82 of June 28, 2007, published in the Official Gazette no. 446 of June 29, 2007, paragraph (2) of Article 2703 was modified.)
(2^1) Breaching the provisions of Article 177 paragraph (1) letter a) and Article 178 constitutes a contravention and is sanctioned with a fine ranging from 5,000 lei to 15,000 lei.
(As of 26-11-2022, Article 270^3 of Title VIII was supplemented by Point 78, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(3) The establishment of the contraventions and the imposition of the penalties provided for in paragraphs (1) and (21) shall be carried out by the control bodies of the Ministry of Finance - National Tax Administration Agency and its territorial units. In the minutes of the establishment of the contravention provided for in paragraph (21), it shall be recorded that the failure to comply with the obligations provided for in Article 177 (1) (a) and Article 178 entails the dissolution of the company under Article 237.
(As of 26-11-2022, Paragraph (3) of Article 270^3, Title VIII was amended by Point 79, Article 129, Section a 10-a, Chapter IV of LAW No. 265 of 22 July 2022, published in the MONITORUL OFICIAL No. 750 of 26 July 2022)
(3^1) If, within 30 days from the date of application of the contravention sanction provided for in para. (2^1), the representative of the legal person has not fulfilled the obligations provided for in art. 177 para. (1) lit. a) and art. 178, following the verification carried out by the authorities with control attributes of the Ministry of Finance - the National Agency for Fiscal Administration and its territorial units, the court / specialized court will be able to pronounce the dissolution of the company at the request of the Ministry of Finance - the National Agency for Fiscal Administration. The provisions of art. 237 para. (3)-(13) shall apply mutatis mutandis.
(As of 26-11-2022, Article 270^3 of Title VIII was supplemented by Point 80, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 of 22 July 2022, published in the MONITORUL OFICIAL no. 750 of 26 July 2022 )
(4) The contraventions provided for in this Act shall be subject to the provisions of Government Emergency Order No. 2/2001 on the legal regime of contraventions, as amended and supplemented by Law No. 180/2002, as subsequently amended and supplemented.
(As of 21-07-2019, Article 270^3 of Title VIII was supplemented by Point 17, Article 54, Chapter XI of the Law No. 129 of 11 July 2019, published in the MONITORUL OFICIAL No. 589 on 18 July 2019.)

Article 271

The founder, manager, general director, director, member of the supervisory board or board of directors, or legal representative of a company who:
a) maliciously presents false data on the establishment of the company or on its economic or legal conditions in prospectuses, reports and communications to the public, or maliciously hides, in whole or in part, such data;
b) intentionally presents to the shareholders/associates an inaccurate financial statement or data on the economic or legal conditions of the company, in order to conceal its real situation;
c) refuses to make available to experts, in the cases and under the conditions provided for in Articles 26 and 38, the necessary documents or maliciously hinders them from carrying out the tasks assigned to them.
(As of 01-02-2014, Art. 271 was amended by Article 33, Title II of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 272

(1) The founder, manager, general manager, director, member of the supervisory board or board of directors, or legal representative of a company who:
a) acquires, on behalf of the company, shares of other companies at a price that he knows to be obviously superior to their actual value, or sells, on behalf of the company, shares held by it, at prices of which he is aware that they are obviously inferior to their actual value, with the aim of obtaining, for himself or for other persons, an advantage to the detriment of the company;
b) uses, in bad faith, the goods or credit of which the company enjoys, for a purpose contrary to the interests of the latter or for his own benefit or to favor another company in which he has direct or indirect interests;
c) borrow, in any form, directly or through an intermediary person, from the company they manage, from a company controlled by it or from a company controlling the company they manage, the borrowed amount exceeding the limit provided for in Article 144^4 paragraph (3) lit. a), or cause one of these companies to grant them any guarantee for their own debts;
d) infringes the provisions of Article 183.
(2) The offense provided for in paragraph (1) (b) shall not constitute a crime if it was committed by the administrator, director, member of the board of directors or legal representative of the company within the framework of treasury operations between the company and other companies controlled by it or which control it, directly or indirectly.
(3) The offense provided for in paragraph (1) lit. c) does not constitute a crime if it is committed by a commercial company that has the quality of founder, and the loan is made from one of the companies controlled or which controls it, directly or indirectly.
(As of 01-02-2014, Art. 272 was amended by Article 33, Title II of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 272^1

Se pedepsește cu închisoare de la un an la 5 ani fondatorul, administratorul, directorul general, directorul, membrul consiliului de supraveghere sau al directoratului ori reprezentantul legal al societății care:
a) spreads false news or uses other fraudulent means which have the effect of increasing or decreasing the value of the company's shares or bonds or other securities belonging to it, with the purpose of obtaining, for himself or for others, a profit at the expense of the company;
b) distributes or pays dividends, in any form, from fictitious profits or which could not be distributed during the financial year based on the interim financial statements and annually, based on the annual financial statements, or contrary to those resulting from these.
(As of 15-07-2018, Letter b) of Article 272^1, Title VIII was amended by Point 5, Article II of the LAW no. 163 of 10 July 2018, published in the MONITORUL OFICIAL no. 595 of 12 July 2018 )
(As of 01-02-2014, Art. 272^1 was amended by Article 33, Title II of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 273

The manager, general manager, director, member of the supervisory board or board of directors, or legal representative of a company who:
a) issues shares at a value lower than their legal value or at a price lower than the nominal value, or issues new shares in exchange for cash contributions, before the previous shares have been fully paid up;
b) uses, in general meetings, of the unsubscribed or undistributed actions of the shareholders;
c) grant loans or advances on the company's shares or provide guarantees under conditions other than those provided by law;
d) transfers the shares to the subscriber before the expiry of the term or transfers fully or partially liberated shares, except in cases provided by law;
(As of 21-07-2019, Letter d) of Article 273, Title VIII was amended by Point 18, Article 54, Chapter XI of LAW no. 129 of 11 July 2019, published in the MONITORUL OFICIAL no. 589 of 18 July 2019 )
e) do not comply with the legal provisions regarding the cancellation of unpaid actions;
f) issues bonds without complying with the legal provisions or shares without including the mentions required by law.
(As of 01-02-2014, Art. 273 was amended by art. 33, Title II para. (5) of LAW no. 187 of 24 October 2012, published in the MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 274

The manager, general manager, director, member of the supervisory board or board of directors, or legal representative of a company who:
a) fulfills the decisions of the general meeting regarding the change of the form of the company, its merger or division, or the reduction of the share capital, before the expiry of the terms provided by law;
b) fulfills the decisions of the general meeting regarding the reduction of the share capital, without the members having been executed for the payment of the due contribution or without them having been exempted, by decision of the general meeting, from the payment of subsequent contributions;
c) fulfills the decisions of the general meeting regarding the change of the form of the company, merger, division, dissolution, reorganization or reduction of the social capital, without informing the judicial body or with the violation of the prohibition established by it, in the event that criminal proceedings have been instituted against the commercial company.
(As of 01-02-2014, Art. 274 was amended by Article 33, Title II of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 275

(1) The administrator, managing director, director, member of the supervisory board or board of directors shall be punished with imprisonment of one month to one year or a fine if he
a) infringes, even through intermediaries or simulated acts, the provisions of Article 144^3;
b) fails to convene the general meeting in the cases provided for by law or violates the provisions of Article 193 (2);
c) commence operations on behalf of a limited liability company before the full payment of the share capital;
d) issues negotiable instruments representing social parts of a limited liability company;
(e) acquires shares of the company on its behalf in cases prohibited by law.
(2) The penalty under para. (1) shall also be imposed on the partner who violates the provisions of Art. 127 or of Art. 193 para. (2).

(As of 01-02-2014, Art. 275 was amended by art. 33, Title II para. (7) of LAW no. 187 of 24 October 2012, published in the MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 276

The censor who fails to convene the general meeting when obliged to do so by law is punished with imprisonment from one month to one year or with a fine.

Article 277

(1) A person who has accepted or retained the position of censor contrary to the provisions of Article 161 (2), or who has accepted the position of expert with a violation of the provisions of Article 39, shall be punished with imprisonment from 3 months to 1 year or with a fine.
(2) Resolutions adopted by general meetings on the basis of a report by an auditor or expert, appointed in breach of the provisions of Article 161(2) and Article 39, may not be annulled on the grounds of a breach of the provisions contained in those Articles.
(3) The penalty provided for in paragraph (1) shall also be imposed on the founder, manager, director, executive director or auditor who exercises his functions or duties in violation of the provisions of this Law on incompatibility.
(As of 01-02-2014, Art. 277 was amended by Article 33, Title II of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 278

(1) The provisions of Articles 271-277 shall also apply to the liquidator, insofar as they relate to obligations falling within the scope of his duties.
(2) The liquidator who makes payments to associates in violation of the provisions of Article 256 shall be punished by imprisonment from one month to one year or a fine.
(As of 01-02-2014, Alin. (2) of Art. 278 was amended by Art. 33, Title II of LAW No. 187 of 24 October 2012, published in MONITORUL OFICIAL No. 757 of 12 November 2012.)

Article 279

(1) A shareholder or bondholder who:
a) transfer its shares or bonds to other persons, with the aim of forming a majority in the general meeting, to the detriment of other shareholders or bondholders;
b) vote in general meetings, in the situation provided for in lit. a), as the owner of shares or bonds that do not actually belong to him;
c) in return for an undue material benefit, undertakes to vote in a particular way in the general meeting or not to take part in the vote.
(2) Determining a shareholder or bondholder to, in exchange for an undue material benefit, vote in a certain direction in general meetings or not to participate in the vote shall be punished by imprisonment from 6 months to 3 years or by a fine.

(As of 01-02-2014, Art. 279 was amended by Article 33, Title II of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 280

Abrogat.
(As of 01-02-2014, Art. 280 was repealed by art. 33 para. (11) Title II of the LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012.)

Article 280^1

The fictional transfer of social parts or actions held in a commercial company, with the purpose of committing a crime or of avoiding or hindering criminal prosecution, is punished with prison from 1 to 5 years.
(As of 01-02-2014, Art. 280^1 was amended by Article 33, Title II of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 280^2

Abrogat.
(On 01-02-2014, Art. 280^2 was repealed by art. 33, Title II of the LAW no. 187 from 24 October 2012, published in the MONITORUL OFICIAL no. 757 from 12 November 2012. )

Article 280^3

The conscious use of the acts of a dissolved company, with the aim of producing legal consequences, is a criminal offense and is punishable by imprisonment of between 3 months and 3 years or a fine.
(As of 01-02-2014, Art. 280^3 was amended by art. 33, Title II of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 281

The acts provided for in this title, if, according to the Penal Code or special laws, constitute more serious offenses, are sanctioned with the penalties provided for by them.
(As of 01-02-2014, Art. 281 was amended by Article 33, Title II, para. 15 of LAW no. 187 of 24 October 2012, published in MONITORUL OFICIAL no. 757 of 12 November 2012. )

Article 282

Abrogat.
(As of 20-07-2006, Art. 282 was repealed by Art. 156 para. (2), Chap. VI of the Law no. 85, published in the MONITORUL OFICIAL no. 359 on 21 April 2006. )

Articolul 282^1

Abrogat.
(On 01-02-2014, Art. 282^1 was repealed by art. 26, Title II of the LAW no. 255 from 19 July 2013, published in the MONITORUL OFICIAL no. 515 from 14 August 2013. )

Title IX Final and Transitional Provisions

Article 283

(1) Companies organized under Law No. 15/1990 on the reorganization of state economic units as autonomous administrations and joint stock companies, with subsequent amendments, which have been or will be privatized, may operate only on the basis of a statute.
(As of 02-06-2012, Alin. (1) of Art. 283 was amended by Art. 18, Title IV of LAW No. 76 of 24 May 2012, published in MONITORUL OFICIAL No. 365 of 30 May 2012, by replacing the phrase "commercial company" with the term "company". )
(2) By amending, in accordance with the law, the statute, the associations may call it a constitutive act, without thereby giving rise to a new company.
(As of 02-06-2012, Alin. (2) of art. 283 was amended by art. 18, Title IV of LAW no. 76 of 24 May 2012, published in MONITORUL OFICIAL no. 365 of 30 May 2012, by replacing the phrase "commercial company" with the term "company". )
(3) For existing companies, associates can amend the articles of association, providing for them to have access to the documents referred to in Article 8 (i).
(4) Companies with full or majority state capital may operate with any number of partners.
(4) Article 283, paragraph (4), was amended by Article 18, Title IV, point 31, of Law No. 76 of 24 May 2012, published in the Official Monitor No. 365 of 30 May 2012, by replacing the phrase "commercial companies" with the term "companies".

Article 284

Employment of employees in companies is based on an individual employment contract, in compliance with labor and social security legislation.
(On 02-06-2012, Art. 284 was amended by art. 18, para. 31 of Title IV of LAW no. 76 of May 24, 2012, published in the MONITORUL OFICIAL no. 365 of May 30, 2012, by replacing the phrase "commercial companies" with the term "companies". )

Article 285

If the sole associate of a limited liability company is also the manager, he or she may be entitled to a pension as in the case of state social insurance, to the extent that he or she has paid contributions to the social insurance and for the additional pension.

Article 286

The establishment of companies with foreign participation, in association with Romanian legal entities or natural persons, or with fully foreign capital, shall be carried out in accordance with the provisions of this Law and the Law on the regime of foreign investments.*)
(On 02-06-2012, Art. 286 was amended by art. 18, para. 31 of Title IV of the LAW no. 76 of May 24, 2012, published in MONITORUL OFICIAL no. 365 of May 30, 2012, by replacing the phrase "commercial companies" with the term "companies". )

Article 287

Activities that cannot be the subject of a company are established by government decision.
(On 02-06-2012, Art. 287 was amended by art. 18, para. 31 of Title IV of LAW no. 76 of May 24, 2012, published in the MONITORUL OFICIAL no. 365 of May 30, 2012, by replacing the phrase "commercial companies" with the term "companies". )

Article 288

For the authentication of the articles of incorporation, the legal stamp duties and notary fees will be paid.

Article 289

For the purposes of this law, the municipality of Bucharest is assimilated to a county.

Article 290

(1) Small enterprises and profit-making associations, legal persons, established under Decree-Law No. 54/1990 on the organization and conduct of economic activities on the basis of free initiative and reorganized, by 17 September 1991, in one of the forms of company provided for in Article 2 of this Law, will be able to continue their activities.
(2) They are the lawful successors of the small enterprises or profit-making associations from which they originate.

Article 291

The provisions of this Act shall be supplemented by the provisions of the Civil Code and the Code of Civil Procedure.
(As amended by Article 10, paragraph (7), Section 3, Chapter II of Law No. 71 of June 3, 2011, published in the Official Monitor No. 409 of June 10, 2011)

Article 292

Societățile cu participare străină înființate până la data de 17 decembrie 1990 își vor putea continua activitatea potrivit actului lor de constituire, aprobat în condițiile legii.

Article 293

Abrogat.
(As of 30-10-2005, Art. 293 was repealed by Article I, paragraph 4 of LAW No. 302 of 24 October 2005, published in MONITORUL OFICIAL No. 953 of 27 October 2005. )

Article 293^1

The Ministry of Justice informs the European Commission of any changes to the forms of companies provided for by this Act which would affect the content of Annexes I, II and IIA to Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 on certain aspects of company law relating to the use of digital tools and processes in the context of company law.
(On 26-11-2022, Title IX was supplemented by Point 81, Article 129, Section a 10-a, Chapter IV of the LAW no. 265 from 22 July 2022, published in the MONITORUL OFICIAL no. 750 from 26 July 2022 )

Article 294

On the date of entry into force of this Law, the provisions of Articles 77 - 220 and 236 of the Commercial Code**), the provisions on small enterprises and on profit-making associations with legal personality from Decree-Law no. 54/1990 on the organization and conduct of certain economic activities on the basis of free initiative, Decree no. 424/1972 on the establishment and functioning of mixed companies in Romania, with the exception of Articles 15, 28 para. 1, 33 and 35 paras. 2 and 3, Decree-Law no. 96/1990 on certain measures to attract foreign capital investment in Romania are repealed.
Note
**) According to art. IX of the Emergency Government Ordinance no. 32/1997, approved with amendments by Law no. 195/1997, upon the entry into force of this ordinance (28 July 1997), articles 237-250 and 264-269 of the Commercial Code are repealed.