The Law No. 299/02 December 2024 amending and supplementing the Company Law No. 31/1990, was published in the Official Gazette No. 1212/03 December 2024 and entered into force on 6 December 2024.
The following main amendments were brought:
- there is no longer mandatory to include, as the case may be, in the articles of association of any type of company, the identification data of the ultimate beneficial owners and the modality in which their control is thus exercised over the company (repeal of the former articles 7 letter f¹ and 8 letter k1)
- in the case of joint stock companies (“societăţi pe acţiuni”), article 114 was supplemented to expressly include the setting-up or closing down of secondary units (i.e. branches, agencies, representation offices or such other units deprived of legal personality), in the categories of powers which may be delegated by the general meeting of shareholders to the board of directors, respectively to the directorate, pursuant to the articles of association or a resolution of the extraordinary general meeting of shareholders
- in the case of joint stock companies (“societăţi pe acţiuni”), the following additional rules were established:
- if appropriate conditions are created to ensure the attendance of the shareholders at the shareholders’ meetings by remote electronical means, the calling notice shall also describe the procedures to be followed by the shareholders in order to attend and vote online at such shareholders’ meetings (article 117 (6) last thesis)
- the board of directors may amend the calling notice which was published in view of a shareholders’ meeting, within maximum 15 days from such publication (article 1171(21)); correlatively, article 1171(3) was clarified to provide that rather than the agenda, the amended calling notice also containing, as the case may be, the agenda supplemented with the items proposed by the shareholders or the board of directors, after the initial calling notice, shall be published by observing the calling requirements set out in the law and/or the articles of association, at least 10 days prior to the date of the meeting
- new articles 1251 and 1951 were inserted in the relevant sections dealing respectively with the joint stock company (“societate pe acţiuni”) and limited liability company (“societate cu răspundere limitată”) and apply as well to the general partnership (“societatea în nume colectiv”), limited partnership (“societatea în comandită simplă”) or partnership limited by shares (“societatea în comandită pe acţiuni”), according to which the shareholders, in person or by proxy, may attend and vote at the shareholders’ meetings, physically or, provided that certain conditions are met (as detailed in the next two paragraphs), by remote electronical communication means; in the case of joint stock companies (“societăţ pe acţiuni”) or partnership limited by shares (“societăţi în comandită pe acţiuni”), the vote may also be cast by correspondence [in the case of the limited liability companies, as per the existing article 191 (2), the vote by correspondence is allowed subject to an express provision in the articles of association]
- in the case of a general partnership (“societate în nume colectiv”), limited partnership (“societate în comandită simplă”) or limited liability company (“societate cu răspundere limitată”), such attendance by remote means must be (i) set out in the articles of association or (ii) agreed by the shareholders with the majority provided in article 192 (i.e. “the absolute majority of shareholders and shares, unless otherwise provided in the articles of association”) or (iii) agreed by all shareholders in writing, and such communication means must fulfil the technical conditions necessary for the identification of the attendants, their actual attendance and the uninterrupted rebroadcast of deliberations, for the exercise by the shareholders of their right to speak and cast their votes within the meeting, enabling the identification of the shareholders, the subsequent verification of the manner in which the votes were cast and enabling each shareholder to verify its cast vote (article 1951(2))
- in the case of a joint stock company (“societate pe acţiuni”) or partnership limited by shares (“societate în comandită pe acţiuni”), such attendance by remote means must be (i) set out in the articles of association or (ii) agreed by the shareholders with the majority provided in article 115 (i.e. “the majority of the votes held by the attending or represented shareholders”, unless a higher majority is provided in the articles of association), and such communication means must fulfil the technical conditions necessary for the identification of the attendants, their actual attendance and the uninterrupted rebroadcast of deliberations, for the exercise by the shareholders of their right to speak and cast their votes within the meeting, enabling the identification of the shareholders, the subsequent verification of the manner in which the votes were cast and enabling each shareholder to verify its cast vote (article 1251(2))
- the resolutions passed by the general meeting of shareholders at physical or remote meetings may be signed in wet ink or by electronic signature, “as required by law” (currently, the Trade Registry Law no. 265/2022 expressly provides that either a wet ink signature or a qualified electronical signature may be used to sign certain other documents required to be registered).
