The Romanian Joint-Stock Company

THE SHAREHOLDERS
The shareholders of the Romanian joint-stock company can be natural or legal persons. The number of shareholders cannot be less than 2. If the company has less than 2 shareholders during a period longer than 9 months, any interested person may request to the court the dissolution of the company.

THE REGISTERED CAPITAL
The registered capital cannot be lesser than LEI 90.000. The Government may at least once in 2 years modify the minimal value of the registered capital to correctly adjust to the lei equivalent of EUR 25.000.
The shareholders' contributions may be done in cash or in receivables. Working performances cannot be contributed to the increase of the registered capital.
The in-kind contributions must be evaluated economically. In this respect, the appointed-judge will appoint, in 5 days from the request registration, one or more experts from the list of the authorized experts who will draw a report containing the description and the evaluation modality of each in-kind good and will evince that its value correlates with the granted shares value in exchange, if possible.

THE SOCIAL SHARES
The social shares of a joint-stock company in Romania is a representative title of the shareholder's contribution, being a fraction of the registered capital.

CHARACTERISTICS OF THE SOCIAL SHARES
1. The social shares are fractions of the registered capital which have a certain nominal value. The law stipulates that the nominal value of a social share cannot be less than LEI 0,1.
2. The social shares have an equal nominal value granting equal rights to their holders. The shares can be issued in the conditions imposed by the Articles of Association.
3. The social shares are indivisibles. When a nominative social share becomes the property of more than one persons, the latter will have to appoint a sole representative for exercising the rights deriving from the social share.
4. The social shares are negotiable.

Per their delivery manner, the social shares can be nominative and bearer stock.
The Law stipulates that their type must be mentioned in the articles of incorporation of the Romanian company, otherwise it will be considered nominative. Through the decision of the extraordinary general meeting of the shareholders, the nominative social shares can be converted in bearer stock and vice versa.

THE RIGHTS AND THE OBLIGATIONS OF THE SHAREHOLDERS
The shareholders in a Joint-Stock company in Romania have the following rights: to participate to the general meeting of the shareholders, to vote (the exercise of the voting right is suspended for the shareholders who are not informed about due levies), to inform, to beneficiate from dividends, the right over the proper part from the company’s dissolution.
As far as the obligations of the Romanian Joint Stock shareholders are concerned, the most important of these one specifies the due levies operation. If the shareholders have not paid the levies due in the terms
disposed by the law, they will be invited to fulfill  this obligation by a collective demand of payment, published twice in an interval of 15 days in the Romanian Official Gazette fourth part and in a large circulation newspaper.

THE ROMANIAN JOINT-STOCK COMPANY'S MANAGEMENT – THE GENERAL MEETING OF THE SHAREHOLDERS
The general meeting of shareholders is the

decision and deliberation body of the joint-stock company, deciding over all problems conferred by the law under the shareholder’s competence.
The general meetings may be ordinary and extraordinary.
The ordinary general meeting rallies at least once a year, in no more than 5 months from the conclusion of the financial exercise.
The general extraordinary meeting takes place every time it is necessary to be taken a decision in regards to the legal change of the company's status, the change of the company's social headquarters, its object of activity, the creation or the dissolution of eventual secondary registered offices, the prolongation of the society duration, the increase of the registered capital, its decrease or its replenishment by issuance of new social shares as well as for any modification of the Articles of Association etc.

The decisions of the general meetings are taken by open vote. The decisions of the general meeting are obligatory for all the shareholders, even for the shareholders who have not taken part to the meeting or voted against.
Still, the decisions will be opposable to the third parties only after their publication in the conditions mentioned by the Romanian Law.

THE MANAGEMENT OF ROMANIAN JOINT-STOCK COMPANIES
Romanian joint-stock companies are managed by one or more administrators.
The administrators are appointed by the general ordinary meeting of the shareholders,  the exception being the first administrators, who are appointed through the Articles of Incorporation, and may be revoked any time, by the general ordinary meeting of the shareholders.
If more administrators are appointed, they constitute an administration council which will be managed by a president chosen from the council members.
The president is the one who coordinates the activity of the council.
The administration council is responsible with the fulfillment of all the documents concerning the  achievement of the objects of activity, excepting those reserved by the law to the general meeting. The council has in fact some basic competences which cannot be delegated to the general meeting.
It is the administration council which represents the company in relations with third-parties and in the Romanian justice system.
As far as the survey council is concerned, the law stipulates that its members are appointed by the general meeting of the shareholders (excepting the first members who are appointed through the Articles of Association.
Their number must be also established through the Articles of Association, and cannot be less than 3 and higher than 11.

THE INVENTORY CONTROL OF THE JOINT-STOCK COMPANY
In the joint-stock company, control over documents and administrator’s operations are surveyed by the censors.
According to the dispositions of the law, a Romanian joint-stock company must have 3 censors and a substitute if through the Articles of Association it is not appointed a higher number, but in all the cases their number must be odd.
The censors are chosen for a period of 3 years with the possibility to prolong their mandate.
The censors are obliged to oversee the inventory of the company, to check if the financial situations are legally drawn up and in conformity with the registers, if they are regularly kept. The censors have to draw up a report about all these aspects for the general meeting.
Every shareholder has in this respect the right to present to censors certain facts that he/she considers to be included in their report.