Romania Company Law - Nov17 - 1990 No:31 - Limited Partnerships by Shares

Romania Company Law

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Chapter V

Limited Partnerships by Shares

Art. 135. The limited partnership by shares is regulated by the provisions concerning the joint-stock companies, with the exception of the provisions of this chapter.
Art. 136. The administration of the partnership is entrusted to one or more general partners.

The general partners are subject to the provisions of Arts.50-53, and the limited partners to those of Arts.59, 60.

Art. 137. In the limited partnership by shares, the administrators can be revoked at the general meeting of the partners by a decision made by the majority established for the extraordinary general meetings.

The general meeting shall elect another person instead of the administrator who has been revoked, died or ceased to exercise his/her mandate, with the same majority, and in accordance with the provisions of Art.94.

If there are several administrators the appointment must be approved by them as well.

The new administrator becomes general partner.

The revoked administrator has unlimited liability, for the obligations that he/she incurred during his/her administration, to third parties, but he/she has recourse against the limited partnership by shares.

Art. 138. The general partners who are administrators cannot participate in the debates of the general meeting for the election of auditors, even though they own shares of the limited partnership by shares.

Chapter VI - Limited Liability Companies

Art. 139. The decisions of the shareholders shall be made at the general meeting.

The by-laws can provide that the voting can also be made by mail.

Art. 140. The general meeting decides by a vote representing the absolute majority of the shareholders and shares.

If there are no contrary legal provisions, the vote of all shareholders is necessary for the decisions having as objective changes of the incorporation contract or by-laws.

Art. 141. Each share gives right to a vote. A shareholder cannot exercise his/her voting right in the debates of the shareholder meetings concerning his/her contribution in kind, or the legal transactions concluded between him/her and the company.

If the legally convened general meeting cannot make a valid decision because of lack of required majority, the general meeting convened again can make decisions on the matters on the agenda, whatever the number of shares and shareholders represented by the attending shareholders.

Art. 142. The general meeting of the shareholders has the following main duties:

a) to approve the annual report and provide for the participation in the net profit;

b) to appoint the administrators and auditors, to revoke them and release them from their activity;

c) to decide the prosecution of administrators and auditors for the damages caused to the company, also appointing the person in charge of the formalities for prosecution;

d) to alter the by-laws.

In the last case, if the incorporation contract or the by-laws provide for the right of withdrawal of the shareholder if he/she does not agree to their alterations, the provisions of Arts.167 and 168 are applicable.

Art. 143. The administrators have the obligation to convene the general meeting at the headquarters at least once a year or whenever necessary.

A shareholder or a number of shareholders representing at least one fourth of the registered capital can request the calling of the general meeting, indicating the purpose of such convocation.

The meeting shall be called in the form provided for in the by-laws, and in the absence of a special provision, by certified letter including the agenda, mailed at least 10 days prior to the date set for holding the meeting.

Art.144. The rules provided for the joint-stock companies concerning the right to take legal action against the decisions of the general meeting are also applicable to limited liability companies.
Art. 145. The limited liability company is managed by one or more administrators, who may be or not shareholders, appointed by the incorporation contract or the general meeting.

The administrators shall be revoked and shall be liable for damages if they accept the mandate of administrator in other competing companies, or with the same business object, or engage in the same or competing trade on their own account or on the account of other physical or legal persons, without the authorization of the general meeting.

The provisions of Arts.45, 46 47 and 49 are also applicable to the limited liability companies.

Art. 146. By care of the administrators, the limited liability company must keep a register of shareholders, where the last name, the first name, the trade name, the domicile, or headquarters of each shareholder, his/her shares of the registered capital, share transfers or any changes of the above shall be recorded.

The administrators are personally and jointly liable for any damages caused by breach of par.1 provisions.

The register can be reviewed by shareholders and creditors.

Art. 147. The by-laws can provide for the election of one or several auditors by the shareholders meeting.

The appointment of auditors is mandatory if there are more than 15 auditors.

The provisions applicable to the auditors of the joint-stock companies are also applicable to the auditors of the limited liability companies.

In the absence of auditors, each shareholder, who is not an administrator of the company, shall exercise the right of control that belongs to partners in partnerships.

Art. 148. The limited liability company cannot issue bonds.
Art. 149. The annual report of the limited liability company shall be prepared according to the rules provided for the joint stock company. It will be approved by the general meeting of the shareholders and deposited by administrators, within 15 days, at the Register of Commerce, to be recorded in the Register of Commerce and published in the Official Gazette.
Art. 150. The shares can be transferred between the shareholders.

The transfer to persons outside the limited liability company is allowed only if it was approved by shareholders representing at least three fourths of the registered capital.

In case of acquisition of a share by inheritance, the provisions of par. 2 are not applicable if the incorporation contract or the by-laws do not provide otherwise; in this last case, the company has the obligation to pay the successors for the shares, according to the last approved annual report.

In case the number of the shareholders goes beyond the legal maximum, because of the number of successors, these shall have the obligation to appoint a number of representatives, which shall not go beyond the legal maximum.

Art. 151. The periodical contributions in kind are not transferrable without the agreement of the general meeting.

In case of death of the shareholder who had the obligation of periodical transfers in kind, the general meeting could pay within two months the value of the contributions in kind already received, according to the last approved annual report, if the company does not choose to continue with the accepting successors.

Art. 152. The transfer of shares must be recorded in the Register of Commerce and in the shareholder register of the company.

The transfer is effective against third parties only as of the moment of its recording in the Register of Commerce.

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