Uniwersytet Kardynaa Stefana Wyszyskiego

Types of Romanian Companies

LIMITED LIABILITY
COMPANY
THE ROMANIAN JOINT
STOCK COMPANY

Made by: Adina Niculita Liliana

Andreea Rosu Elena

SUMMARY
I.
II.

Types of Romanian Companies3

The Romanian Joint Stock Company..4
2.1. THE STOCKHOLDERS .4
2.2. THE REGISTERED CAPITAL..4
2.3. CARACTERISTICS OF THE STOCKS OF THE ROMANIAN
JOINT STOCK COMPANY.......4
2.4. THE RIGHTS AND THE OBLIGATIONS OF THE
SHAREHOLDERS...5
2.5. THE ROMANIAN JOINT-STOCK COMPANY'S
MANAGEMENT...5

III.

Limited Liability Company ...8

3.1. SOCIAL HEADQUARTERS ...8
3.2. NAME [FIRMA] OF THE COMPANY...9
3.3. FOUNDERS ....9
3.4. SOCIAL CAPITAL AND SHARES .10
3.5. CONSTITUTIVE ACTS 11
3.6. DURATION OF THE COMPANY ...12
3.7. THE ADMINISTRATOR: ROLE AND
RESPONSIBILITIES.12
3.8. GENERAL ASSEMBLY OF SHAREHOLDERS ...13
3.9. SHAREHOLDERS...13
3.10. DISSOLUTION ..14

3.11. LIQUIDATION OF ASSETS 15

IV. BIBLIOGRAPHY ......17

I.

Types of Romanian Companies

There are no general approvals for investments needed to set up a company in

Romania (however there are areas in which a special permit is required). The
registration procedure itself requires the fulfillment of certain legal formalities such
as registration with the Trade Registry of Romania and Fiscal Administration
(which is actually done automatically by the Trade Register). The incorporation of a
company is done through the main step: filing the company's Articles of Association
with the trade register. From the date of registration in the Trade Register the
company will acquire legal personality as a merchant and can therefore commence
its economic activity.
The Law nr.31/1990 the Romanian law regulating the commercial companies their
formation and the way they ought to conduct their activity, establishes 5 types of
legal entities from which you can choose in order to develop a business in Romania:

A) The Romanian Collective- Name Company ( Societatea in nume

colectiv) - not a very common type of Romanian entity
B) The Romanian Sleeping Partnership Company ( Societate in comandita
simpla) - not a very common type of Romanian entity
C) The Romanian Partnership Limited by Shares Company ( Societatea in
comandita pe actiuni) - not a very common type of Romanian entity
D) The Romanian Joint-Stock Company ( Societate pe actiuni) - usually the
type of entity right for those companies looking to be listed with the Stock
Exchange
E) The Romanian Limited Liability Company ( Societate cu raspundere
limitata- SRL)

II.

THE ROMANIAN JOINT STOCK COMPANY

The Romanian Joint stock company is the most complex type of legal commercial entity.
This type of legal entity is used for the development of important investments and big
businesses.
2.1.THE STOCKHOLDERS
The stockholders of the Romanian joint-stock company can be natural or legal persons.
The number of stockholders cannot be less than 2. If the company has less than 2
stockholders during a period longer than 9 months, any interested person may request to
the court the dissolution of the company. In this case the company will not be dissolved if
the number of stockholders provided by the law is met before the final decision of the
judge regarding the dissolution of the company.
2.2. THE REGISTERED CAPITAL
The registered capital cannot be lesser than LEI 90.000. The Government will 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 stockholders 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 appointedjudge 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.
2.3. CARACTERISTICS OF THE STOCKS OF THE ROMANIAN JOINT STOCK
COMPANY
1. The stocks 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. Depending on the manner of transmission the stocks can be nominative or to the
barer. The nature of the stocks is determined by the Articles of Incorporation.
Barer stocks can be transformed in nominative stocks and vice versa by decision
of The General Assembly.
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The stocks have an equal nominal value granting equal rights to their holders.
Even so in accordance with the Articles of Incorporation and the provisions of the
law preferencestocks can be issued but these types of stocks dont give the right to
vote in the General Assembly to their owners. These types of stocks give their
owners right to a priority dividend distribution taken over the financial year,
before any deductions and they will not exceed one quarter of the share capital and
they will have the same value ordinary stocks. Administrators, directors, and
auditors of the company cannot be holders of preferred dividend stocks.

The stocks are indivisibles. When a nominative social share becomes the property
of more than one person, the latter will have to appoint a sole representative for
exercising the rights deriving from the social share.

1 The stocks are negotiable titles, they incorporate a certain patrimonial value and
this is the reason why they are considered securities or bonds. Stocks can be traded
on the regulated market.
2.4.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 be informed on the activity of the company, to beneficiate from
dividends, the right over the proper part from the companys dissolution.
As far as the obligations of the Romanian Joint Stock shareholders are concerned,
the most important is the due levies operation. If the stockholders have not paid
the levies due in the termsdisposed 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.

2.5.THE ROMANIAN JOINT-STOCK COMPANY'S MANAGEMENT The

general Assembly of Stockholders
The general Assembly of Stockholders is the most important decision and
deliberation body of the joint-stock company, deciding over all the
mattersregardingthecompany in accordance with de provisions of the law.
The general meetings can be ordinary and extraordinary or special meetings.
The Ordinary general Assembly rallies at least once a year, in no more than 5
months from the conclusion of the financial exercise and is obliged to discuss and
approve or amend the annual financial statements on the basis of reports from the
Board Administrators, to elect and dismiss the members of the Board of
Administrators and the auditors of the company.
In order to validate the proceedings of theOrdinary General Assembly of
stockholders, the present stockholders need to hold at least a quarter of the total
voting rights.
Decisions of the Ordinary General Assembly shall be taken by majority vote. The
Articles of Incorporation may provide higher requirements for quorum and
majority. If the Ordinary General Assemblycannot work because the conditions of
quorum arent met then a second meeting may be convenedand in that second
meeting the items on the agenda can be deliberated on regardless of the quorum, In
this case the decisions will be taken with the majority vote.
The general extraordinary Assembly takes place every timeadecisionneeds to be
taken 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.
In order to validate the Extraordinary General Assemblys deliberations on first
convocation presence of shareholders holding at least one-fourth of the total
number of voting rights and the following covenanting the stockholders
representing at least one fifth of the total voting rights need to be present.
The Special Assembly rallies at the request of the stockholders holding of certain
class of stocks such as the preferred shares with no voting rights.

According to the law the decision of the General Assembly to modify the rights
and obligations regarding a certain class stocks will not take effect until this
decision is approved by The Special Assembly.
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 IN
ROMANIA
Starting with the year 2006 a new concept regarding the management and
administration of the Romanian Joint stock company was implemented by the
changes brought to the Romanian commercial law. The principles of corporate
governance were materialized in the new form of the law in order to ensure the
harmonization of the Romanian regulations with the EU regulations.
The principles of corporate governance refer mainly to the rights of the
stockholders, the equitable treatment of the stockholders, the role of each
interested party in the activity of the company information and transparency in the
company and also the liability of the administrators of the company.
According to the Romanian law the administration and management of the
company is realized by the board of administrators and the directors of the
company this is called the unitary system of administration or by a Directorship
and a Supervision Board this being the dual system of administration and
management.
The system of administration and management of the company is established by
the Articles of Incorporation.
A. The unitary system of administration and management
In this case the administration of the company is realized at a single level trough
the Board of Administrators. The Board of administrators can delegate the
leadership attributions to the Directors of the company.

The Joint stock company can be administrated by one or more administrators but
their number needs to always be an odd number. If there are more administrators
they will form a Board of Administrators.
The number of administrators of the company is determined by the Articles of
Incorporation. If the Company is subject to an annual audit of its financial
situation the company needs to have at least 3 administrators.
The administrator cannot be employees of the company The Board of
Administrators is headed by a President who is elected by the board from its
members.
The main attributions of the Board of Administration are the following
a. determining the main directions of activity and development of society
b. establishes the accounting policies and the system of financial control
c. appoints and removes the directors of the company
d. supervises the activity of the directors
e. prepares the annual report, and the organization of the General Meeting of
Shareholders and implementing its decisions

III.

LIMITED LIABILITY COMPANY

The SRL (ro societate cu rspundere limitat) is a widely used type of company
recognized by the laws of Romania. It is similar to the French socit responsabilit
limite (SARL), the private company limited by shares (Ltd.) in the UK / Ireland and the
original German Gesellschaft mit beschrnkter Haftung (GmbH). The English translation
is limited liability company.
SRL has legal personality (corporate personhood) distinct from that of its shareholders
and performs commercial activities on its own name and liability. In this manner, the
limited liability company enters into contracts, owns property and indebts itself as a
separate legal entity. If the company runs into debt, shareholders are personally
responsible for the company's obligations only within the limit of the value of subscribed
share capital. Moreover, during the existence of the company, personal creditors of the
shareholder may exercise their rights only against the benefits owed by the company to

the shareholder after balance sheet approval and, after dissolution, only against the goods
that the shareholder shall receive as a result of the liquidation of assets.
3.1. SOCIAL HEADQUARTERS
Romanian laws are quite restrictive regarding the registration of a place of business for a
company. When a new company is formed or when a company changes headquarters
there are a lot of documents to be drafted and several proofs of having an effective
company headquarters must be presented before the Trade Registry in order to get the
company registered. The core list of documents required are:
contracts and titles of the owner and the subsequent agreements with the company to use
the place as previously registered with financial authorities, a certificate and a statement
from local financial authorities that the place has not been leased to another for free use
or against rent and if so a notary public authenticated statement that the place fulfills the
legal conditions for a corporate headquarters. A
place is fit for hosting a company if it allows through its structure the functioning of more
companies in different rooms or different designated spaces. The number of SRL that
function in such a place cannot outnumber the rooms or designated spaces obtained
through partitioning of the building or the rooms in designated spaces.
3.2. NAME [FIRMA] OF THE COMPANY

The name of the company is to be chosen by shareholders. The following limits apply to
the name:
it shall be designated mainly in Romanian language and with Latin characters
it may contain the name of one or more shareholders
it shall be followed by "societate cu rspundere limitat" or "S.R.L."
it may not contain the following words: tiinific, academie, academic,
universitate, universitar, coal, colar or derivatives
if it contains the words: naional, romn, institut or their derivatives or words
pertaining or belonging to public central authorities, an approval from the General
Secretariat of Government must be secured in advance and in case of public local
authorities from the Prefect.
it shall not create confusion with other company names in the Trade Registry databases;
therefore, a search and name reservation has to be performed before filling in all required
documents for registration
it shall not contain a designation used by public sector businesses
unless auhorized by the National Bank of Romania, designations may not include
references to banks, credit or financial institutions
it shall not contain the designation Academia Romn
The name is a constitutive element of the company and cannot be sold separately.

3.3. FOUNDERS
The law recognizes the single shareholder limited liability company by stating that a
limited liability company can be formed by the will of one person. In this case, the
memorandum of association represents the constitutive act. Specific rules are enacted to
maintain economic discipline in case of single shareholder SRL such as:
in-kind contribution is always subject to an independent evaluation,
contracts between the shareholder as a private individual and the company are to be
drafted in written form otherwise they are null and void
the company cannot be formed through the will of another single shareholder SRL.
Shareholders can be private individuals or legal persons (other companies) regardless of
nationality.
Rules and limitations apply as to the contents of the documents needed to establish a new
SRL.
In case the foreign company establishes or takes part as a shareholder in the new SRL,
the Trade Registry requires the following documents:
a. Founder's and adminstrator's registration documents in original and in Romanian
legalized translation with translator's signature authenticated by a Romanian notary
public;
b. The decision of the foreign company according to its articles of association regarding
the founder's participation to the establishment of the company in original and in
Romanian legalized translation with translator's signature authenticated by a Romanian
notary public;
c. The power of attorney for the designated agent that shall sign the constitutive acts in
the name and on behalf of the founder (original and in Romanian legalized translation
with translator's signature authenticated by a Romanian notary public) which may be
included in the decision mentioned in para.b
d. A Letter of Good Standing for the founder issued by a bank or by the Chamber of
Commerce at the place of social headquarters of the founder (original and in Romanian
legalized translation with translator's signature authenticated by a Romanian notary
public). All official acts must bear a Hague Convention Apsotille if required by rules of
international private law.
Maximum number of shareholders in a Romanian SRL is limited to 50.
3.4. SOCIAL CAPITAL AND SHARES

The minimum social capital required for a limited liability company is 200 lei (two
hundred lei). The capital is divided into equal social shares. Each share cannot have a
lesser than 10 lei value. The number of shares a shareholder has gives the same number
of votes in the general assembly.
Increasing social capital may be done by issuing new shares or increase the value of
existing shares in exchange of new contributions in cash or in kind. Compensating a
company debt to the shareholder may also be used to increase social capital.
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Decreasing social capital may be done by lowering the number of social shares or
reducing the nominal value of them. If decrease is not motivated by loss, the social
capital may be decreased also by exonerating shareholders of their contribution or by
company refunds of contribution quotas in proportion to the social capital which are
equally calculated for each social share.
Shares may be transferred among shareholders.
The transfer of shares to persons outside the company is only allowed if it was approved
by the shareholders representing at least three quarters of the registered capital. This rule
is not applicable in case of acquiring a share by inheritance, unless otherwise stipulated
by the constitutive act; in this case the company is obliged to pay the value of the share to
heirs according to the latest balance sheet approved.
CAEN CODES OF BUSINESS ACTIVITIES
The memorandum of association must contain the object of activity in the form of CAEN
(Economic Activities Classification) codes and descriptions for the main and secondary
objects of activities. A legal person as opposed to a natural person (private individual)
is always limited in its legal capacity: it exists only within the boundaries established by
its object of activity and can act only within these limits. Therefore, inserting the correct
CAEN code and description of economic activity
in the memorandum of association is important when drafting the acts of the company
because all activities that fall outside the stated object are void for complete absence of
legal capacity.
3.5. CONSTITUTIVE ACTS
The constitutive acts of a SRL are the Company Agreement and the Bylaws. The first is
the contract between two or more person who decide to establish a new company. The
second established the rules of conduct, appoints administrators or sets the rules to
appoint them in the future, etsablishes majorities and voting procedures, acting as the
Constitution of the new company.
Having a consolidated act or two separate documents does not carry by itself major legal
consequences but drafting of the clauses has to be done in close cooperation with legal
consultants as contents have major consequences in the life of the company. The
consitutive acts may be drafted by the shareholders and their legal advisers and may also
be authenticated by a notary public or certified by a lawyer. The acts of establishment
must be authenticated by a notary public if a founder subscribes to social capital a piece
of land as in-kind contribution to the SRL.
The Consitutive acts may be changed according to the rules and majorities established in
the articles of association. Unless otherwise provided in the articles, the general rule is
the unanimity of all shareholders in the general assembly in order to modify the
constitutive acts.
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The decision of the shareholders must be authenticated by a notary public in the

following cases:
1. social capital is increased by land contribution
2. switching the form of the company into a collective partnership or a dormant partner
company
3. changing the name of the company
4. continuing the company as a single shareholder SRL
3.6.DURATION OF THE COMPANY
Shareholders are free to determine the duration in time of the company from the
beginning. They may opt for a SRL with indefinite duration or with definite duration,
such as limited to several years. In case the shareholders decide to extend the life of the
company they must do so before the end of duration in the form of a shareholders'
resolution. Personal creditors of shareholders may oppose the extension if their rights are
established to be directly enforceable against the shareholder before the shareholder's
decision to extend the life of the company.
3.7.THE ADMINISTRATOR: ROLE AND RESPONSIBILITIES
The company is administered by one or several administrators appointed through the
constitutive act or by the general assembly. A shareholder can also be administrator.
Shareholders representing the absolute majority of the registered capital may elect one or
more administrators themselves, establish their powers, duration of their mandate and
their possible remuneration, unless otherwise stipulated by the constitutive act.
The administrator is the legal representative of the company that can carry out all the
operations required for the fulfillment of the company's goal, except for the restrictions
mentioned by the constitutive act. They are bound to take part in all the company's
meetings, in the meetings of the shareholders and of similar managing bodies. The
administrators who are entitled to represent the company, can only transfer this right if
this was expressly granted to them. In case of infringement, the company can claim from
the substituted person the profits resulting from the operation.The administrator who, no
right being granted to him in this respect, substitutes another person for himself, is jointly
liable with this person for possible damages caused to the company.
The administrators are jointly liable towards the company for:
a) reality of shareholders' contributions;
b) actual existence of the paid dividends;
c) existence of the registers required by law and their correct updating;
d) exact fulfillment of the decisions of the general assembly;
e) strict fulfillment of the duties imposed by the law and by the constitutive act.
Claims of responsibility against the administrators belong also to the company's creditors
but they could only lay claim against them in case of company's bankruptcy. Acts of
disposition of company assets may be executed within the powers granted to legal
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representatives of the company without an authentic power of attorney even if the form of
these acts must be authentic.
The administrators may not receive an administrator mandate in other companies which
are competitors or have the same object, without the authorization of the shareholders'
assembly, nor may they carry out the same trading activity or another competitive one on
their own account or on the account of another natural or legal person, under penalty of
being dismissed and responsible for damages.
The right to represent the company belongs to each administrator, unless otherwise
stipulated by the constitutive act.
In case the constitutive act prescribes that the administrators should operate together, the
decision must be made unanimously; in case of disagreement among the administrators,
the decision will be made by the shareholders representing the absolute majority of the
registered capital.
For urgent acts, whose unfulfillment would cause great damage to the company, a single
administrator may decide in the absence of the others who are in the impossibility, even
momentarily, to take part in the management of the company.
3.8. GENERAL ASSEMBLY OF SHAREHOLDERS
The General Assembly of Shareholders is the supreme organism of decision in the SRL.
Each share gives the right to one vote in the General Assembly.
The General Assembly has the following main duties:
a) to approve the balance sheet and to establish the distribution of the net profit;
b) to appoint the managers and the auditors, to dismiss them and to release them of their
activity and to contract financial audit when it is mandatory according to the law
c) to decide upon claiming damages caused to the company by administrators or auditors
and nominate the person in charge of taking action against them;
d) to modify the constitutive act.
Except as otherwise provided in the constitutive acts, the law establishes a doublemajority rule for decision-making in the general assembly: 1. the majority of shareholders
and 2. the majority of shares.
If the legally constituted meeting of the assembly cannot make a valid decision due to the
lack of the required majority, the assembly convened again is entitled to decide upon its
agenda whatever the number of shareholders and the capital share represented by the
shareholders taking part in the meeting are. The assembly has to be summoned by the
administrator and may be summoned by a shareholder or
group of shareholders that represent at least 1 / 4 of social capital.
3.9.SHAREHOLDERS: RESPONSIBILITIES AND LIABILITIES
The shareholder who, in a certain operation, has, on his own or on another one's behalf,
interests contrary to those of the company, cannot take part in any proceedings or
decision-making regarding this operation.The shareholder breaking this rule is liable for
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the damages caused to the company if, without his vote, the required majority would not
have been met.
One shareholder may not exercise his right to vote in the proceedings of the shareholders'
assembly, regarding his contribution in kind or the legal documents concluded between
him and the company.
A shareholder may be excluded by court order from the SRL in case:
a) subject to prior notification, does not make the contribution he has committed himself
to make;
b) being also an administrator, defrauds the company or uses the registered signature or
the registered capital for his own benefit or for the others' benefit.
A shareholder may withdraw from the company:
a) in the instances stipulated by the constitutive act;
b) with the agreement of all the other shareholders;
c) for justified reasons, based on a court decision.
3.10.DISSOLUTION
The company enters dissolution by:
a) expiration of the period established for the life of the company;
b) impossibility to carry out the object of activity of the company or its very fulfillment;
c) court finding that the company is null and void;
d) the decision of the general assembly;
e) court decision, initiated by any one of the shareholders, for justified reasons, such as
serious dispute between the shareholders that hinder the company's operation;
f) bankruptcy;
g) other reasons as prescribed by the law or by the constitutive act of the company;
Dissolution of the company begins the liquidation procedure. Dissolution may take place
without liquidation in case of merging or of total division of the company and in other
cases stipulated by law.
As from the moment of dissolution, the managers cannot start new operations; otherwise
they are personally and jointly liable for the operations they started. The restriction
applies from the day the time established for the company's life expires or as from the
date of its dissolution as decided by the general assembly or as declared by a court
decision. The company maintains its legal personality during the liquidation operations
until the liquidation is finished.
Per Trade Registry dissolution occurs when the Trade Registry or an interested person
requests the Tribunal to pronounce dissolution when certain requirements that have to be
maintained in company life are not respected by the administrators or shareholders of the
company. The Tribunal may pronounce dissolution in these cases and the decision given
in first instance is subject to an appeal (recurs). The company may rectify the situation
before the decision in first instance or pending appeal and the Tribunals and Appelate
Courts usually save the companies upon the
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principle of company life safeguarding. The reasons for such a request to be made before
the Tribunal are:
a) the SRL lacks the bodies required by the constitutive act or these bodies cannot meet
any more
b) the SRL ended its activity, does not have known headquarters or does not fulfill the
conditions related to the social headquarters or the shareholders have dissapeared or they
have no domicile or known residence
c) the company did not complete its social capital according to the law
Failure to fill in financial situations with the Trade Registry has recently been excluded
from the causes of per Trade Registry dissolution and was transformed in an accountancy
misdemeanor, albeit with serious fines attached to it.
The decision of the Tribunal remains irrevocable if appeals are not declared or they are
rejected.
Liquidation in this case may only start if the decision of the Tribunal becomes
irrevocable.
3.11.LIQUIDATION OF ASSETS
The liquidators' appointment in the limited liability company shall be made by all the
shareholders, unless otherwise stipulated by the company contract. If the unanimity of
votes cannot be met, the appointment of the liquidators shall be made by the court, upon
the request of any shareholder or administrator, after hearing all the shareholders and
administrators.
In case the company under liquidation is found to be in insolvency, the liquidator is
obliged to request the insolvency of the company, the same right belonging to the
creditors of the company.
After having completed the liquidation of the limited liability company, the liquidators
will draw up the liquidation balance sheet and propose the distribution of assets between
the shareholders.
The Trade registry shall erase the company from its database.
After all creditors are paid, the goods that remained in the assets of the erased company
shall belong to the shareholders.
The dual system of administration and management
In this system the separation of the control powers and executive powers is complete. The
Directorship ensures the administration and leadership of the companys activity and the
Supervision Board controls and supervises the directorships activity.
The members of the directorship cannot be members of the Board of Supervisors and
they cannot be employees of the company.
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The members of the Directorship are named by the Board of Supervisors .Once every
three months the Directorship has to present a written report to the Board of Supervisors
regarding its activity.
The attributions of the Board of Supervisors:
a. Exercises a permanent control over the management of the company by the
Directorship
b. appoints and dismisses the members of the Directorship
c. verifies the compliance with the law of the Articles of Incorporation of the
decisions of the General Assembly and of the operations management of the
company
d. reports at least once a year to the General Assembly of Stockholders on its
supervision activity.

THE INVENTORY CONTROL OF THE JOINT-STOCK COMPANY

In the joint-stock company, control over documents and administrators 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.

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BIBLIOGRAPHY

1) C. Duescu, Drepturile acionarilor, C. H. Beck, Bucureti,

2007
2) Gh. Piperea, Societi comerciale, pia de capital, acquis
comunitar, All Beck, Bucureti, 2005
3) M. cheaua, Legea societilor comerciale nr. 31/1990,
comentat i adnotat, ed. a II-a, Rosetti, Bucureti, 2002
4) Ph. Bissara, B. Bouloc, A. Couret, P. Le Cannu, V. Magnier,
Y. Reinhard, N. Rontchevski, D. Schmitd (col.), Le droit des
socits pour 2005, Dalloz, Paris, 2005
5) St. D. Crpenaru, Drept comercial romn, Universul Juridic,
Bucureti, 2007
6) www.sferajuridica.ro

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