Romania Company Law - Nov17 - 1990 No:31 - Partnership

Romania Company Law

Romania Company Law Romania Company Law

TITLE IV

Alteration of the Incorporation or Partnership Contract of Bylaws

Chapter I

General Provisions

Art. 153. The incorporation or the partnership contract or the by-laws can be altered by shareholders or partners in accordance with the provisions of the present law and the conditions concerning the form and publication provided for by the contract and by-laws.
Art. 154. The personal creditors of the partners in a partnership, limited partnership, of shareholders of a limited liability company can oppose the decision for the extension of the duration of the partnership or the company beyond the term provided for it, if their rights were established by a prior title of execution.

The opposition shall be made in court within 15 days at most since the date of publication of the decision.

The opposition stays the extension of the duration of the partnership or the company as to the opponents.

If the opposition was admitted by a final judgement, the partners or the shareholders must decide within a month since the issuance of the judgement, if they understand to renounce the extension or to expel the partner or shareholder debtor out of the partnership or the company.

In this last case, the rights due to the partner or shareholder debtor shall be computed on the basis of the last approved annual report.

Chapter II

Reduction or Increase of the Registered Capital

Art. 155. The reduction of the registered capital can be made only after the expiration of two months since the day the decision was published by the Official Gazette.

The decision has to be in compliance with the minimum of legal capital, when that is set by the law, to show the reasons causing the reduction and the procedure used to achieve it.

Any prior creditor of the partnership or the company can file opposition papers in court within the time period shown in par.1.

The opposition stays the execution of the decision until is withdrawal or rejection through a final judgement of the court.

Art.156. If the company issued bonds, the capital reduction can only be achieved by paying back the shareholders the amounts paid for the shares, proportionally reduced with the value of the bond paid for.
Art. 157. The decision of the extraordinary meeting for the increase of the registered capital shall be published by the Official Gazette; there will be a waiting period of at least one month since the date of publication for the exercise of the preemptive right.
Art.158. The joint-stock company can increase its registered capital with the observance of the rules set for the incorporation of the company.

In case of public subscription, the prospectus bearing the authentic signatures of two of the administrators shall be deposited with the Register of Commerce for compliance with the formalities provided for by Art. 10 and shall include:

a) the date and number of registration of the company in the Register of Commerce;

b) the name and headquarters of the company;

c) subscribed and paid registered capital;

d) the last and first names of the administrators, auditors, and their domicile;

e) the last approved annual report, the profit and loss account, and the auditors’ report;

f) the dividends paid within the last five years or since incorporation, if since that date there are less than five years;

g) the bonds issued by the company;

h) the decision of the general meeting concerning the new issue of shares, their total value, their number and nominal value, their kind, information concerning contributions other than cash, advantages granted for such contributions and the first date that the dividends shall be paid.

The acceptant (who acquires the new shares) can invoke the nullity of the prospectus which does not include all the above mentions, if he/she did not exercise in any manner the rights and obligations of a shareholder.

Art.159. In case of an increase of the registered capital the administrators are jointly liable for the accuracy of the information shown in the prospectus, in the publications issued by the company or in the applications submitted to the Register of Commerce in order to increase the capital.
Art.160. If the increase of the registered capital is done by contributions in kind, the extraordinary meeting which decided that, will appoint one or more experts, according to Arts.18 and 23.

After the admission of the report of experts, the extraordinary meeting convened again upon taking in consideration the conclusions of the experts, can decide the increase of the capital.

The decision of the meeting must include the description of the contributions in kind, the names of the persons making such contributions and the number of shares issued in exchange.

Art. 161. The shares issued to increase the capital shall be at first offered for subscription to the other shareholders proportionally with the number of shares they own and with the obligation that they shall exercise their preemption right within the time period decided by the general meeting, if the incorporation contract or the by-laws do not provide otherwise.

Upon the expiration of such period the shares could be offered for subscription to the public.

Art. 162. The decision of the meeting concerning the increase of the capital will be effective only if it is implemented within one year of that date.
Art. 163. Upon the increase of capital the provisions of Art. 64, par.2 and Art. 66 are applicable.
Art. 164. The limited liability company can increase its capital in accordance with the provisions concerning the incorporation of such companies.

TITLE V

Exclusion of Partners and Shareholders

Art. 165. The following can be excluded from a partnership, limited liability company or limited partnership:

a) the partner or the shareholder, who upon being given notice that he/she is late, fails to make the contribution that he/she was bound to;

b) the partner with unlimited liability who becomes bankrupt or legally incompetent;

c) the partner with unlimited liability, who without any right interferes with the administration, or violates the provisions of Arts. 50 and 52;

d) the partner or the shareholder who commits a fraud causing damage to the company or uses the registered signature or capital for his or other’s benefit.

The provisions of this article are also applicable to the limited partnership by shares.

Art. 166. The exclusion is resolved by a court decision following the request of the partnership, or the company, or a partner, or an associate.

If the exclusion is required by a partner or a shareholder the defendant shall be summoned.

The final exclusion shall be deposited within 15 days at the Register of Commerce to be recorded, and the rolling part of the decision shall be published upon the request of the partnership or the company in the Official Gazette.

Art. 167. The excluded partner or shareholder is liable for losses and is entitled to profit up to the day of his/her exclusion, but he/she cannot ask for the liquidation of the losses until these are allocated according to the partnership or incorporation contract.

The excluded partner or shareholder is not entitled to a proportional share of the assets, but only to a sum of money representing its equivalent.

Art. 168. The excluded partner or shareholder remains liable to third parties for the transactions of the partnership or the company until the day when the exclusion judgement becomes final.

If, at any time of the exclusion, there are transactions pending, the partner or the shareholder must bear the consequences and cannot obtain his/her share until after these transactions are finalized.

TITLE VI

Dissolution and Merger of Companies

Chapter I

Dissolution of Companies

Art. 169. The following can cause the dissolution of companies and partnerships and give each shareholder the right to ask for liquidation:

a) the expiration of the period set for the duration of the partnership or the company;

b) the impossibility to attain the business object of the partnership or the company;

c) the decision of the general meeting;

d) bankruptcy;

e) the reduction of the registered capital in the case shown under Article 110, or the reduction of the registered capital below the legal minimum, if the partner or the shareholders do not decide its completion;

f) the joint-stock companies shall also dissolve if the number of the shareholders was reduced to less than five, there are more than 6 months since that reduction and the number was not completed.

The dissolution of the business organizations must be recorded in the Register of Commerce and published in the Official Gazette, except the case provided under par. a.

The recording and the publication shall be made according to Art.153, if the dissolution is caused by a decision of the general meeting and within 15 days since the judgement becomes final, if the dissolution is decided by the court.

Art. 170. The partnership and the limited liability companies shall dissolve following the bankruptcy, incompetence, exclusion, withdrawal or death of one of the partners or shareholders, if due to the above mentioned reasons the number of partners or share holders was reduced to only one and there is no continuation provision for the successors, except Arts. 210 and 211.

If the limited partnership and the limited partnership by shares have only one general partner, his/her death causes the dissolution of the partnership if there is no continuation provision for the successors; the partnership shall also dissolve following the incompetence, exclusion, withdrawal or bankruptcy of the only general partner.

For the limited partnerships with only one limited partner, his/her death shall cause the dissolution of the limited partnership if there is no continuation provision for the successors. The limited partnership shall also dissolve by the withdrawal, exclusion or bankruptcy of the only limited partner.

Art. 171. If the partner in a partnership dies and if there is no contrary provision the partnership must pay his/her (partnership) share to the successors after the last approved annual report within three months since the notification of the death of the partner if the remaining partners do not choose to continue the partnership with the successor who agrees to that.

The provisions of par.1 are also applicable to the limited partnerships upon the death of one of the general partners, unless his/her successors choose to continue as a general partner.

The successors shall be liable according to Art.167 until the publication of the changes in the partnership.

Art. 172. Upon the dissolution of the partnership or the company, the administrators must start the liquidation proceedings, if the law, incorporation or partnership contract, by-laws, general meeting or the court which issued the dissolution order do not provide otherwise.

As of the time of dissolution, the administrators cannot undertake new transactions, otherwise they are personally and jointly liable for the transactions that they undertook.

The provision under par. 2 is applicable as of the day of expiration of the term set for the duration of the partnership or the company, or as of the date when the dissolution was decided by the general meeting or by the court.

Art. 173. The dissolution of the partnership or the company prior to the expiration of the team set for the duration of the partnership or the company is effective against third parties only after 30 days since publication in the Official Gazette.

The third parties can oppose the dissolution of the partnership or the company within the time period provided for by par.1; the opposition stays the execution of the dissolution decision if the conditions provided by Art. 155, par.4 are met.

Chapter II

Merger of Partnerships or Companies

Art.174. The merger of several partnerships or companies is decided by each partnership or company.

Each of the partnerships or companies is decided by each partner ship or company.

Each partnership or company that decided the merger must meet the conditions provided by Art.153.

The annual report prepared for this purpose by each partnership or company together with the request for registration of the merger decision shall be submitted to the Register of Commerce to be recorded in the register.

The partnership or the company which ceases to exist following a merger shall submit a statement concerning the manner in which it decided to pay off its liabilities, which must be recorded with the Register of Commerce.

Art. 175. The merger can be effective only after the expiration of three months since the publication in the Official Gazette, except in the cases where the payment of all debts or the deposit of such money with the Savings Bank or the Financial Administration was not justified, or the creditors agreed to an earlier date.

If the merger provided under par.1 expires without opposition being made, the merger will be executed and the surviving partnership or company or that resulting after the merger shall have the rights and obligations of the partnership or the company ceasing their activities.

TITLE VII

Liquidation of Partnerships and Companies

Chapter I

General Provisions

Art. 176. Even if the incorporation or partnership contract or the by-laws provide rules for the liquidation and distribution of the assets, the following rules are mandatory:

a) the administrators continue their mandates until the appointment of the liquidators with the exceptions set out under Art.172;

b) the decision for the appointment of liquidators or the court decision (issued for such purpose) and any subsequent document, which would cause a change of liquidation must be deposited by care of liquidators with the Register of Commerce to be immediately recorded and published by the Official Gazette.

The liquidators will submit their signatures with the Register of Commerce and take over their positions only after the formalities provided for under Art.1 are completed.

Following the publication provided for under par. b, legal action on behalf of the partnership or the company can be taken only by liquidators and the partnership or the company can be sued only by suing the liquidators.

In addition to the provisions of this section, the rules provided for by the partnership or incorporation contract, by-laws and by law, if they are not incompatible with the liquidation, are applicable.

All documents issued by the partnership or the company must indicate that they are in liquidation.

Art.177. The liquidators have the same responsibilities as administrators.

Immediately after beginning their work they have the obligation, together with the administrators, to prepare and sign an inventory and a report, which will indicate the exact situation of the assets and liabilities of the partnership or the company.

The liquidators have the obligation to receive and accept the assets of the partnership or the company, the books entrusted to them by the administrators, and the archive. Also, they shall keep a register with the chronological order of the transactions concerning the liquidation.

The liquidators are carrying their mandate under the control of the auditors.

Art.178. In addition to the powers conferred to the liquidators by partners or shareholders, with the same majority required for their appointment, the liquidators can do the following:

a) Sue or be sued for liquidation purposes;

b) Execute and terminate the transactions concerning the liquidation;

c) Sell by public auction the real estate and chattels of the partnership or company; the assets cannot be sold wholesale;

d) Transact;

e) Liquidate and cash the debts owed to the partnership or the company, even if the debtor is bankrupt, and issue receipts (for the amount paid);

f) Issue commercial paper, take unsecured loans, and do any other necessary acts.

However, they cannot, in the absence of special provisions in the partnership or incorporation contract, by-laws, or appointment decision, mortgage the assets of the partnership or the company, if they are not authorised by the court upon the advice of the auditors.

The liquidators undertaking new transactions which are not necessary for the liquidation purposes are personally and jointly liable for their execution.

Art. 179. The liquidators cannot pay any sums representing shares of the liquidation proceeds to the partners or shareholders prior to paying off the creditors of the partnership or the company.

If, in addition to what is necessary to pay off all liabilities of the partnership or the company which are due or will be due, there remains an amount available of at least ten percent of the total required to pay off the liabilities, the partners or the shareholders can ask that the sums obtained by liquidators be deposited according to the provisions of Art. 175, al. 1, and even be distributed according to the shareholdings.

The creditors can oppose the decisions of the shareholders according to Art. 154.

Art. 180. The liquidators who demonstrate, by submitting a financial report, that funds available to the partnership or the company are not available to pay off the liabilities, must ask for the necessary amounts from the partners with unlimited liability, or from the partners and the shareholders who did not pay in full the sums that they owed if they are bound to supply them, according to the type of company, or if they are liable to the company for default of payment to which they were bound in their quality as associates.
Art. 181. The liquidators who paid for the debts of the partnership or the company with their own funds do not have stronger claims than those of secured creditors.
Art. 182. The creditors of the partnership or the company have the right to exercise legal action for collection of debts due up to the value of the assets of the partnership or the company, and only afterwards to sue the partners and the shareholders for the payment of owed debts for subscribed shares or contributions in kind to the capital.
Art. 183. Upon completing the liquidation, the liquidators must ask for the deletion of the partnership or the company from the Register of Commerce.

The liquidation does not operate a release for the partners or the shareholders and does not impede the commencement of the bankruptcy proceedings of the partnership or the company.

Art. 184. Upon approval of the accounts and completion of the distribution, the books and documents of the partnerships, limited partnerships and limited liability companies, which are not needed by any of the partners or the shareholders, shall be deposited with the partner or shareholder appointed by the majority.

The archive of the joint-stock companies and limited partnerships by shares shall be deposited with the Register of Commerce, where any interested party will have access to it with the authorization of the court.

The records of partnerships and companies shall be kept for five years.

Chapter II

Liquidation of Partnerships, Limited Partnerships and Limited Liability Companies

Art. 185. The appointment of the liquidators in the partnerships, limited partnerships, and limited liability companies shall be made by all partners,or shareholders, if the partnership or incorporation contract does not provide otherwise.

If there is no vote unanimity, the appointment of the liquidators shall be made by the court, upon the request of any partner, shareholder, or administrator, at a hearing with all partners, shareholders and administrators.

The court decision can be appealed against by partners, share holders, or administrators within fifteen days since the issuance.

Art. 186. Upon completion of the liquidation of partnerships, limited partnerships and limited liability companies, the liquidators must prepare the liquidation report and issue proposals for asset distribution between partners and shareholders.

The disagreeing partner or shareholder can oppose in court the acts provided for by par. 1 within fifteen days since he/she had notice of the liquidation report and asset distribution proposals.

In order to decide upon the opposition, the matters concerning the liquidation shall be separated from the asset distribution matters in which the liquidators may not be involved, if they choose so.

Chapter III

Liquidation of the Joint-Stock Companies and Limited Partnerships by Shares

Art.187. The appointment of the liquidators for joint-stock companies and limited partnerships by shares shall be made by the general meeting, which decides the liquidation, unless the incorporation or partnership agreement, or the by-laws provide for otherwise.

The general meeting decides by the majority provided for the amendment of the by-laws.

If the majority was not met, the appointment shall be made by the court upon the request of any administrator, shareholder, or partner, by serving the company, the partnership and those who request it. An appeal can be filled against this decision within 15 days of the issuance.

Art. 188. The administrators shall submit a report concerning their administration for the period between the last approved annual report and the commencing of liquidation proceedings to the liquidators.

The liquidators have the right to approve the interim report and to contest and sue over such contestations.

Art. 189. If one or more administrators are appointed as liquidators, the interim report concerning the administration of the administrators shall be submitted to the Commercial Register and shall be published in the Official Gazette together with the final liquidation report.

If the administration covers a period longer than the fiscal year the interim report must be attached to the first annual report which is submitted to the general meeting by the liquidators. Any shareholder can oppose these reports in court within 15 days of their publication.

All oppositions shall be submitted jointly in order to be decided by one court decision.

Any shareholder has the right to appear in court and the decision will also be opposable to the shareholders who did not appear.

Art. 190. If the liquidation goes beyond the duration of the fiscal year, the liquidators have the obligation to prepare the annual report according to the law, incorporation contract, and by-laws.
Art. 191. Upon the termination of the liquidation the liquidators shall prepare the final report indicating the part of the proceeds following the distribution of the assets, to be paid for each share. The final report signed by liquidators and accompanied by the auditors report shall be submitted to the Register of Commerce to be recorded and shall be published by the Official Gazette.

Any shareholder can start legal action in opposition to these reports according to Art. 189.

Art. 192. If the term set out at Art. 189 par. 3 expires without any opposition being raised, the final report is considered as being approved by all shareholders, and the liquidators are released pending the distribution of the assets of the joint-stock company or limited partnership by shares.

Independently of the expiration of the above mentioned term the receipt of the latest distribution shall be in lieu of approval for the account and distribution of each shareholder.

Art. 193. The sums due to shareholders which were not cashed within two months since the publication of the liquidation report shall be deposited, according to Art. 175 par. 1, mentioning the last name and first name of the shareholder, or sequential numbers of the shares if these are bearer shares.

The payment shall be made to the indicated person or the bearer and the shares shall be kept on file.

TITLE VIII

Infringement on Law Concerning the Partnership and Companies

Art. 194. The following are punishable to imprisonment from three months to two years or a fine from 20,000.00 ROL to 100,000.00 ROL:

1. the founders, the administrators, and directors who present In bad faith untrue facts concerning the formation or the financial situation of the partnership, or the company, or omit in bad faith partly or entirely (such information) in the prospectuses, reports, releases to the public or general meeting, and those who are in breach of Art. 70;

2. the administrators and directors who, in the absence of the annual report or contrary to the information included in it, or on the basis of a false annual report, cashed or paid dividends in any form out of fictitious profits or which could not be distributed;

3. the administrators, directors and other employees of the partnership or the company who, for the purpose of making a profit for them or others at the expense of the partnership or the company, disseminate false rumors, or use other fraudulent means, which cause the increase or the decrease of the value of the shares or bonds, or other commercial paper of the partnership or the company;

4. the administrators and directors who, in order to make a profit for them or others at the expense of the partnership or the company, purchase on the account of the partnership or the company shares of other partnerships or companies at a price which they know that is clearly higher than their value, or sell shares held by the partnership or the company at prices which they know that are clearly lower than their real value;

5. the administrators and directors who in bad faith use the assets or the credit of the partnership or the company for a purpose contrary to its interests or for their own benefit, or to create advantages for another partnership or company, in which they are directly or indirectly interested.

Art. 195. Punishable with imprisonment from one month to one year or a fine from 10,000.00 ROL are the administrators and directors, who:

1. use general meeting proceedings shares which are not subscribed or distributed to the shareholders;

2. issue bonds without complying with the legal provisions;

3. issue shares of a lower value than the legal value or for a lower price than the nominal value, or issue new shares although shares of a prior issue were not fully paid for;

4. sell shares of a new issue at other prices than those decided upon by the general meeting;

5. take loans or advances secured by the shares of the company or partnership;

6. submit in bad faith an inaccurate annual report to the shareholders or present inaccurate facts concerning the financial condition of the company or partnership in order to hide the real situation.

Art. 196. Punishable with a fine from 5,000.00 ROL to 50,000.00 ROL are the administrators and directors who:

1. acquire shares of the company or the partnership on the company’s or partnership’s account in cases prohibited by law;

2. carry out the decisions of the general meeting concerning the change of corporate or partnership form, merger or reduction of registered capital prior to the expiration of the periods provided for by law;

3. carry out the decisions of the general meeting concerning the reduction of the registered capital without having the shareholders or partners sued for recovery of owed debts, or carry out the decision which exonerates those of the obligation of further payments;

4. deliver shares to the shareholder prior to the due date, or shares partly or totally unencumbered except in the cases provided for by law, or transfer bearer shares which are not fully paid for;

5. refuse to submit the necessary acts and documents to the experts. In the cases set out at Arts. 18 and 23, or hinder them in any way to fulfill their duties;

6. do not comply with the legal dispositions concerning the cancellation of unpaid for shares.

The administrators, who without a valid reason do not call the general meeting in the cases provided for by law, shall be punished with the same fine (hereinabove mentioned).

Art. 197. The following shall be punished with a fine from 1,000.00 ROL to 5,000.00 ROL:

1. the administrators who do not comply with the provisions of Art.131;

2. the administrators and directors who issue shares and bonds without including the mentions provided by law.

Art. 198. The administrators who violate even through interposed persons or simulated acts the provisions of Arts. 103 and 141, par. 2, shall be punished with a fine from 10,000.00 ROL to 50,000.00 ROL.

The same fine shall be applicable to the shareholder or partner who violates the provisions of Arts. 85 and 141, par. 2. The shareholder or partners will not be liable in case that the majority has been met without his/her vote.

Art. 199. The administrators and directors who borrow under any form either directly or through an interposed person from the company or partnership managed by them, or from a company or partnership controlled by those, or which is controlling their company or partnership, or who cause any of those companies or partnership to issue them a guarantee for their personal debts are punishable with imprisonment from six months to one year or a fine from 10,000.00 ROL to 100,000.00 ROL.
Art. 200. Punishable with imprisonment from three months to one year or with a fine from 10,000.00 ROL to 100,000.00 ROL are the administrators of limited liability companies who:

1. started operations on behalf of the partnership or the company even though the registered capital was not fully deposited;

2. issued negotiable instruments payable out of registered capital.

Art. 201. The auditors who do not convene the general meeting in the cases when they have such an obligation according to the law shall be punished with imprisonment from one month to one year or with a fine from 5,000.00 ROL to 50,000.00 ROL.

The sanctions provided for by Art. 194, par. 1 and Art. 199 are also applicable to auditors.

Art.202. The provisions of Arts. 194-200 concerning the administrators are also applicable to the administrators to the extent that these provisions concern their obligations according to their assignment.

The sanctions provided for by Art. 197 are also applicable to the liquidators who do not indicate in the documentation issued by the company or partnership that those are in liquidation.

Art. 203. Those who recorded their shares or bonds in other names in order to be used for the formation of a majority to the prejudice of the other shareholders shall be punished with imprisonment up to one month or with a fine from 1,000.00 ROL to 20,000.00 ROL.

The same sanction is also applicable to the persons who accept, in the cases provided under par. 1, to vote in meetings as owner of shares or bonds which they do not really own.

Art. 204. Punishable with imprisonment up to one month or with a fine from 1,000.00 ROL to 20,000.00 ROL even though their vote did not affect the decision, are the persons who:

1. in cases not allowed by law, and in exchange for a material advantage vote in a certain way at the general meetings or take no part in the voting;

2. in cases not allowed by law, cause a shareholder or bondholder, to vote in a certain way in the meetings or to take no part in the voting, in exchange for a certain profit.

Art. 205. The persons who knowingly accept or continue to act as auditor contrary to the provisions of Art. 112, or the persons who accept the assignment of expert contrary to the provisions of Art. 19 shall be punished with imprisonment up to one year or with a fine from 10,000.00 ROL to 100,000.00 ROL.

The decisions taken by general meetings on the basis of a report of an auditor or an expert appointed in violation of Arts. 19, 23 and 112, are void of right because of the hereinabove mentioned violations.

Art. 206. The administrators, directors, and auditors who exercise their assignments in violation of the rules provided for by this law concerning incompatibility shall be punished with imprisonment up to one year or with a fine from 10,000.00 ROL to 100,000.00 ROL.
Art. 207. Those who undertake commercial operations on behalf and on the account of foreign business organizations which do not meet the requirements provided for by law for operations in Romania shall be punished with jail from one month to five years or with a fine from 100,000.00 ROL to 1,000,000.00 ROL, in addition to their liability for damages caused to the Romanian state or third parties.
Art. 208. Punishable with imprisonment from two years to 7 years are the persons guilty of fraudulent bankruptcy in one of the following forms: falsification, theft or destruction of the records of the partner ship or the company, or hiding part of the assets of the company or partnership, representation of debts which are not real, or the inclusion in the books, other documents, or the annual report of the company or the partnership of sums which are not owed, and in case of bankruptcy of the company or the partnership, of the alienation of an important part of the assets to the prejudice of the creditors.
Art. 209. The liquidators who make payments to the shareholders or partners in violation of the provisions of Art. 179 shall be punished with a fine from 10,000.00 ROL to 100,000.00 ROL.

TITLE IX

Final and Transitory Provisions

Art. 210. If in a limited liability company the shares are owned only by one person, he/she as a sole shareholder has the rights and obligations which belong to the general meeting as provided for by this law.

If the sole shareholder is the administrator, he/she also has the obligations provided for by law for such positions.

If the company is started by a sole shareholder, the value of the contribution in kind shall be established by the court on the basis of an expertise.

In such case only the by-laws have to be prepared.

Art. 211. A natural or legal person can be a sole shareholder in only one limited liability company.

A limited liability company cannot have as a sole shareholder another limited liability company with a sole shareholder.

Upon violation of the provisions of par. 1 and 2 any interested person and the state through the Ministry of Finance can sue for the dissolution of such company.

On the basis of the dissolution decision, the liquidation shall be carried out according to the conditions for limited liability companies provided for by this law.

Art. 212. In the joint-stock and limited liability companies with state-owned capital the powers of the general meeting of the shareholders shall be exercised by a council of representatives of the state selected and appointed according to the conditions set out in the law for the Board of Administration of state-owned companies. The council of the representatives of the state is carrying out its activities according to the specific provisions provided for in the by-laws approved upon incorporation.

The Board of Administration of the companies in which the state is the sole shareholder is appointed according to the condition of this law with the consent of the appropriate ministry. The auditors of the companies mentioned at par. 1 shall be the representatives of the Ministry of Finance.

Art. 213. The employment of the personnel of the partnerships and companies shall be made on the basis of a labor contract in accordance with the provisions of the Labor Code and the social security system for the personnel of state-owned companies. The compensation shall be set through the agreement of the parties by observing the minimum compensation level provided for by law.

The partnerships or companies in which the state is not a sole shareholder may also hire employees of other state- owned units, or cooperative members; these shall carry on their activities outside their work schedule at the companies or units that they come from. Also, at these partnerships or companies the old-age or third-degree disability pensioners may fully cumulate the retirement pension with the salary.

Art. 214. If a sole shareholder in a limited liability company is also an administrator, he/she can benefit of a pension such like that from the state social security system to the extent that he/she paid his/her dues for the social security and supplementary pension.
Art. 215. The partnership and the companies, except those with state owned capital and those with foreign participation, have a right to dispose of 50% of their net income in hard currency, the balance being exchanged at the Romanian Bank for Foreign Trade against ROL at the exchange rate in force at the date of the transaction.

The net income is to be understood as the revenues of export operations after deduction of import, commissions, taxes, dues, and other expenses in hard currency related to such transactions.

Art. 216. The formation of companies or partnerships with foreign participation, by association with Romanian legal or natural persons, or with full foreign capital shall be accomplished with the observance of the provisions of this law and of the law concerning foreign capital investments in Romania and upon registration with the Romanian Development Agency.

The applications for foreign investments which could affect major interests of the national economy shall be approved by the Government upon the proposals of the Romanian Development Agency within 30 days of the date of registration of the application.

If the foreign investor does not receive any notification within the time period set out at paragraph 2, it is considered that the investment can be made in the conditions provided for in the application of the investor.

Art. 217. Out of the annual income in ROL a quota equivalent to 8 to 15% of the contribution of the foreign investor to the paid capital can be transferred abroad by currency exchange through the Romanian Bank for Foreign Trade or other authorised banks. The quota shall be set by the Romanian Development Agency.
Art. 218. The Government shall establish activities which cannot be the object of a privately held company or partnership within 10 days of this law coming into force.
Art. 219. A set fee of 1,000.00 ROL shall be payable for the authentication of the company or partnership contract and the by-laws regardless of the amount of the capital, and in the case of companies or partnerships with foreign participation, the fee is the equivalent of the above mentioned sum in US dollars at the exchange rate in force at the date of the transaction.
Art. 220. According to this law, Bucharest Municipality is considered as a county.
Art. 221. The small enterprises and for-profit associations, which are legal persons organized on the basis of Decree-Law No. 54/1990 concerning the formation and operation of economic activities on the basis of free initiative could continue their activities if within 6 months of this law becoming applicable they will reorganize in one of the business organizations provided for by the present law. The business organizations formed by reorganization according to par. 1 are successors as of right of the small enterprises or associations with business purpose that they are originating from.
Art. 223. The provisions of the Commercial Code shall add to the present law.
Art. 224. The business organizations with foreign participation organized prior to the coming into force of the present law may continue their activity according to their constitutive charter approved according to the law.
Art. 225. As of the date of coming into force of the present law the provisions of Arts. 220 and 236 of the Commercial Code, the provisions concerning the small enterprises and associations with business purpose which are legal persons, of the Decree-Law No. 54/1990 concerning the organization and operation of economic activities on the basis of free initiative Decree No. 424/1972 concerning the formation and functioning of joint-ventures in Romania, with the exception Arts. 15, 28, par. 1, Arts. 33 and 35, par. 2 and 3, Decree-Law No. 96/1990 concerning certain measures for the attraction of investments of foreign capital in Romania with the exception of Art. 4, par. 2, Arts. 5, 10, 12 par. 1 and Art. 13, Art. 6 of the Law No. 3/1972 concerning the domestic trade and any other contrary provisions shall be abrogated.
Romania Company Law Romania Company Law
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