Professional Documents
Culture Documents
Drept
Drept
2. When are general assemblies of associates/shareholders held (LLC/joint stock)? What is the
quorum/majority needed in order to take a decision in an ordinary/extraordinary general assembly
of shareholders?
General Assembly Joint Stock Company: decide all the other bodies and their powers.
· The ordinary general assembly: convened at least once a year, within 5 month as from the
end of the financial year.
With a view to ensuring the validity of the proceedings of the ORDINARY MEETING, IT IS
NECESSARY TO HAVE the shareholders attending it representing at least ¼ of the registered capital
and the decisions be made by the shareholders representing the ABSOLUTE MAJORITY.
Upon the first convening, the attendance of shareholders representing at leas ¼ of the registered capital
and the decisions to be made with the vote of the majority of those present or represent.
Upon the subsequent convening, the attendance of shareholders representing at leas 1/5 of the registered
capital, and the decisions to be made with the vote of the majority of those present or represent.
General Assembly Limited Liability Company: once a year, as many times as necessary,takes decisions
by the vote of the absolute majority of the associates and of the participating shares.
3. Explain what are the conditions and what is the procedure in order to exclude a shareholder from
a joint stock company?
The exclusion cannot be applied for the shareholders , they are not personally involved and are seen by
the legislator and investors.
4. Explain what are the conditions and what is the procedure in order to exclude an associate from a
LLC?
The EXCLUSION OF ASSOCIATES: the associate that can be excluded from a general
partnership, a limited partnership, or a limited liability company is the one who:
· Are being noticed and put into delay, does not make the contribution he has commited
himself to make
· Having unlimited liability, without any right interferes in the administration of the
company
· Being a managing associates, defrauds the company or uses the registered signature or
the registered capital for his own benefit
The exclusion is permitted only for the associates from the limited partnership, limited liability company
and the active partners.
Cannot be applied for the shareholders , they are not personally involved ad are seen by the legislator and
investors.
The EXCLUDED ASSOCIATE IS LIABLE FOR THE LOSSES AND HE HAS A RIGHT TO
BENEFITS TO THE DAY HE HAS BEEN EXCLUDED, BUT HE WILL NOT BE IN A POSITION TO
ASK FOR THEIR LIQUIDATION UNTIL THEY ARE ALLOTED ACCORDING TO THE
PROVISIONS OF THE CONSTITUTIVE ACT.
THE EXCLUDED ASSOCIATE STAYS LIABLE AGAINST THIRD PARTIES FOR THE
OPERATIONS CARRIED OUT BY THE COMPANY UNTIL THE DATE THE FINAL DECISION
CONCERNING THE EXCLUSION IS DELIVERED.
5. What are the requirements in order to increase the social (registered) capital of a joint stock
company administered in a dual system of administration?
The resolution of the EXTRAORDINARY MEETING OG THE GENERAL ASSEMBLY to increase the
registered capital will pe published in the OFFICIAL JOURNAL OF ROMANIA.
6. What are the requirements in order to decrease the social (registered) capital of a LLC
administered by a person who is not also an associate of the LLC?
7. Which is the General Assembly of Shareholders that approves the merger of the company?
Explain what are the legal requirements for the shareholders to decide upon the merger!
THE DUAL SYSTEM: in this system, the General Meeting of the shareholders appoints the
SUPERVISION BOARD and this Board elects the DIRECTORATE.
The executive of the company is the DIRECTORATE composed by one director or a board of
directors.The SUPERVISION BOARD controls the activity of the DIRECTORATE.In the relations with
the third parties, the company by shares is represented by the DIRECTORATE.
8. Explain how the social (registered) capital of a joint stock company is decreased!
If a registered capital decrease is ascertained,this will have to be completed or written down prior to any
profit allotment or distribution being carried out.In case the managers find out about the loss of half of the
registered company,they are compelled to convene the EXTRAORDINARY MEETING in order to
decide upon the reconstitution of the capital.
When the decrease of the registered capital is motivated by losses incurred,it may be done by: reducing
the number of shares or of the participating shares, reducing the nominal value of the shares or the
participating shares,purchasing it s own shares, followed by their cancellation.
THE DECREASE OF THE REGISTERED CAPITAL CAN ONLY BE MADE AFTER 2 MONTH
PERIOD PASSING FROM THE DAY OF THE PUBLICATION OF THE DECISION IN THE
OFFICIAL JOURNAL OF ROMANIA.THE DECISION MUST OBSERVE THE MIN REGISTERED
CAPITAL,WHEN STATED BY THE LAW, TO POINT OUT THE REASONS OF THE WRITING
DOWN AND THE PROCEDURE USED FOR ITS ACCOMPLISHMENT.
WHEN THE COMPANY ISSUED BONDS , THE DECREASE OF THE REGISTERED CAPITAL BY
PAYING BACK THE SHAREHOLDERS OUT OF THE SUM PAID ON ACCOUNT OF THE STOCK
CAN ONLY BE MADE PROPORTIONALLY TO THE VALUE OF THE REIMBURSED BONDS.
The executive of the company is the DIRECTORATE composed by one director or a board of
directors.The SUPERVISION BOARD controls the activity of the DIRECTORATE.In the relations with
the third parties, the company by shares is represented by the DIRECTORATE.
10.Explain the differences between the general ordinary assembly of shareholders and the general
extraordinary assembly of shareholders!
The ordinary general assembly: convened at least once a year, within 5 month as from the end of the
financial year.
· To discuss upon, approve or amend the balance sheet, after listening to the administrators and
auditors report and to determine the dividents.
· To establish the proper remuneration for the administrators and auditors for the current financial
year.
· To determine the income and expenditure budget and the activity program fot the next financial
year
· To decide upon the mortgaging, renting or dissolving of one or several of the companies units.
With a view to ensuring the validity of the proceedings of the ORDINARY MEETING, IT IS
NECESSARY TO HAVE the shareholders attending it representing at least ¼ of the registered capital
and the decisions be made by the shareholders representing the ABSOLUTE MAJORITY.
The extraordinary general meeting: convened whenever a decision is necessary to be made for.
· Issue of bonds
Upon the first convening, the attendance of shareholders representing at leas ¼ of the registered capital
and the decisions to be made with the vote of the majority of those present or represent.
Upon the subsequent convening, the attendance of shareholders representing at leas 1/5 of the registered
capital, and the decisions to be made with the vote of the majority of those present or represent.
11.What are the legal requirements for the dismissal of the administrators of a joint stock company,
managed in an unitary system of administration?
In the limited partenership by shares , the administrators can be dismissed by the shareholders general
assembly according to a decision made with the majority required for the extraordinary meetings.The
general assembly elects,with the same majority, another person instead of the manager who was
dismissed, died.The appointment must also be approved by the other administrators if there are everal
ones.The new administrator becomes an active partner.
12.Present the procedure of dismissing the administrator of an LLC, and the appointment of a new
one! - ce?????
13.How is the management of a joint stock system appointed, in a dual system of administration?
THE DUAL SYSTEM: in this system, the General Meeting of the shareholders appoints the
SUPERVISION BOARD and this Board elects the DIRECTORATE.
The executive of the company is the DIRECTORATE composed by one director or a board of
directors.The SUPERVISION BOARD controls the activity of the DIRECTORATE.In the relations with
the third parties, the company by shares is represented by the DIRECTORATE.
The misrepresentation
is a cause of relative nullity
can consist even of silence
The task
represents a condition of validity of the juridical acts with gratuitous title
A donation usually is
a legal act that produces effects only after the death of the author
a contract that is not subject to nullity
According to the provisions of the civil code, the professionals are considered to be
all those managing an enterprise
It is a legal form of entity with the goals to promote and simplify the cross-border activities of
cooperatives
the european cooperative society
The stock-trade
is an ensemble of goods used for the accomplishment of commercial activities
can consist of tangible and intangible goods
is a movable good
The ensemble of movable and immovable, tangible and intangible goods used by a merchant in his
commercial activity, in order to get clients and to obtain profits represents
the stock-trade
The clients
through its quality, number, frequency, determine the economic condition of the merchant, his
success or failure
it is an indispensable element of the stock
The goodwill
is an intangible element of the stock-trade
Affectio societatis
does not exist in the case of a limited liability company
means the will of the associates to participate in the common use of contributions and capital in
order to obtain profits
The principle of the specialty of the abstract capacity of the legal person is expressly provided
the general partnership
The companies
can have legal personality
Joint liability
means that any partner can be obliged to pay the whole amount
The legal acts concluded by a limited partnership by shares in the absence of the authorization from the
competent bodies for the performance of its activity
are sanctioned with absolute nullity
In case the minimum number of the associates provided by the law for the set-up of a company by shares
is not reached at the moment of the incorporation
the nullity cannot be declared if the reason it relied on in the application for annulment was
removed before conclusions were made in front of the tribunal, during the judgment
If the constitutive act does not provide the denomination of the company, the sanction can be
the nullity of the company
The legal relation between a limited liability company and the persons that form its management body
is assimilated to the mandate contract legal rules
The decisions taken by the management bodies according to the provisions of the law, the constitutive act
and the statute of the company are compulsory
for all the attending and missing associates from the meeting, no matter whether they voted
accordingly or against the measures
Preference shares
benefit of priority dividends without the right to vote
The bonds
are reimbursed by the issuing company at maturity
from the same issue and of the same value can be reimbursed even before the maturity, under
certain conditions
The rights of the withdrawn associate, for which he is entitled against his participating shares
can be determined with the agreement of the associates
can be determined by an expert designated by the associates
The acquisition
is decided upon by each involved company
is decided upon in the same conditions needed for the change of the constitutive act of the
company
The associates:
as a rule, cannot receive from the liquidators any sum of money according to the social parts they
hold, until the debts to the creditors of the company are fully paid
in certain cases, they can ask that the retained amounts be deposited in the bank even during
liquidation
The liquidators:
perform their mandate under the control of the censors
perform their mandate under the control of the supervision board in case of a joint stock company
organized in a dualist system of administration
The participant to the insolvency procedure who has the power to manage the debtor’s activity is:
the juridical administrator
The opening of the insolvency procedure has the following effect:
none of the above
The insolvency:
is a collective procedure
is an attempt to save the company through reorganization
The duty to ana;yse the debtor’s financial situation an to make proposals to the assembly of creditor
concerning the continuation of the debtor’s activity and the reorganization plan belongs to:
the committee of creditors
They are criminal offenses the could arise during the insolvency procedure:
the fraudulent bankruptcy
the fraudulent management
The juridical reorganization of the debtor takes place according to a reorganization plan the can be
proposed by:
the juridical administrator, the creditors, the debtor
The bankruptcy procedure is declared:
in case the debtor does not comply with the reorganization plan approved in the insolvency
procedure
As a result of the absolute nullity, from the date in which the nullity was found by agreement of the
parties or by a final court decision, the labor contract is:
terminated by law
The salary:
can include allowances
Revisal represents:
The general register of employees records
The VAT:
is an indirect tax owed to the state budget
has a standard rate of 19%
The profit:
is a form of income derived from running economic activities
can be obtained by a company by shares
The registered capital of a company (regulate by law 31/1990):
As its formation, must contain contributions in receivables for all types of companies
For the ownership of a joint stock company, the following statements are true:
Generally speaking, only fully paid share give the right to a vote
According to the rules of the Convention for International Sale of Goods (CISG):
Among others, the seller is liable towards the buyer if a third party sets claims on the sold
marchandise
An individual merchant:
must register the activity in the trade register
Concluding a contract with a person different than the one believed to become a party of that particular
contract is a form of:
error
principle of law.
:* pling rau