The amendments mainly aim to simplify the content of the articles of association for all types of companies and to regulate the conduct of general meetings by means of remote communication.
- Simplification of the content of the articles of association
The obligation to include in the articles of incorporation the identification data of the beneficial owners and the ways in which control over the company is exercised is eliminated.
- Shareholders of joint stock companies may delegate additional prerogatives to the Board of Directors
Within joint stock companies (SA), the possibility of shareholders to delegate to the board of directors (CA), among the already permitted attributions, the establishment or dissolution of secondary offices: branches, agencies, representative offices or other such units without legal personality, is expressly regulated. This prerogative was also allowed prior to Law no. 299 / 2024, if it was provided for in the articles of incorporation of the SA.
- Clearer rules on convening general meetings
For the Board of Directors of the SA, the following are regulated:
- the obligation to include in the convening notice, when technical means are provided for participation in the general meeting by electronic means of remote communication, and the description of the procedures to be followed by the shareholders in order to participate and vote online in the general meeting;
- the possibility of modifying the convening notice after its publication in the Official Gazette. The possibility of the board of directors to amend the convening notice is expressly recognized by these amendments to the Companies Law. Until 06.12.2024, the initiative of the amendment, only by completing the agenda, was recognized only to shareholders representing at least 5% of the share capital;
- the deadline for amending the convening notice at the initiative of the board of directors or shareholders is no more than 15 days from the moment of publication of the convening notice in the Official Gazette.
- The electronic general meeting is regulated
The participation and voting of shareholders and, as the case may be, of the shareholders in the meetings of the general meetings are recognized both physically, in person, in person or through a representative, as well as by means of remote communication. If the articles of association do not provide for this possibility, the shareholders or associates gathered in the general meeting may decide that participation in the meeting shall also be allowed by electronic means. The shareholders may decide for the SA to hold the meeting electronically with the majority of the votes held by the shareholders present or represented. The shareholders may decide for the LLC with the absolute majority of the shareholders present or represented and of their shares.
The means of distance communication used must technically provide the necessary conditions for:
- identification of participants,
- their effective participation,
- the retransmission of deliberations on an ongoing basis,
- exercising the right of shareholders / associates to address the meeting,
- voting at the general meeting,
- the subsequent verification of the way in which the vote was taken, and
- giving each shareholder or associate the opportunity to verify his or her vote cast.
The decisions adopted in mixed form – respectively with both physical presence and by electronic means – can be signed holographically or with an electronic signature, under the conditions of the law. Law no. 299 / 2024 does not bring clarity regarding the acceptance of the signing of documents with mixed means of signing, i.e. both by physical signature (holographic) and by electronic signature.
Although the Romanian legislator has separately regulated the conditions regarding the conduct of general meetings by electronic means of remote communication for the shareholders of joint stock companies and for the shareholders of limited liability companies, the terminology used for limited liability companies has not been adapted to the quality of shareholder, being erroneously copied the terminology specific to joint stock companies, namely the quality of shareholder.
Along with these changes, the new classification of activities in the national economy (NACE Rev. 3) is to enter into force from January 2025.
Author: Attorney CÎRSTEA – ION Andreea
© Roman HAMED & Andreea ION Law Office
