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Sole Manager/Executive Board

The Board of Directors (“BoD”) of Joint Stock Companies (“JSC”) with a one-tier management may delegate management functions to a Sole Manager (“SM”) or to an Executive Board (“EB”). The delegated powers may consist either of specific management functions (e.g. concluding supply agreements, sales agreements, etc.) or the entire day-to-day Company management. In JSCs with a one-tier management system subject to audit obligations, the entire day-to-day company management and representation powers must be delegated to the SM or to the EB (with the BoD retaining only basic high-level functions).

[...]

Division of Duties: The Articles of Association (“AoA”) may provide the list of duties delegated to the SM/EB. The SM binds the Company directly or, if an EB exists, through the representative of the EB. The EB is not a collective decision body, but usually a level of management with clearly defined individual duties. As such, the BoD’s decisions or the AoA may further limit the EB representative’s powers or may delegate certain functions to one or more EB members, which may bind the Company acting individually or together, as the BoD or General Meeting of Shareholders (“GM”) sees fit (e.g. by specifying contract value caps, types of decisions / fields of activity for an EB member). The SM/EB reports directly to the BoD and is under the BoD’s supervision.

Composition: The Company may be represented by a SM or any number of managers forming an EB. If the management and representation of the Company is delegated to the EB, the EB members may also be part of the BoD. However, the BoD must be composed by a majority of non-EB members. The EB members may not be employees of the Company. The EB members may only be natural persons, having either Romanian or foreign nationality.

Appointment/Dismissal Competence: The SM/EB members are appointed by the BoD or the SD. The SM/EB members are appointed for a 4 year maximum term, which can, however, be extended for successive periods of up to 4 years indefinitely. The representative of the EB is chosen by the BoD.

Alternates: N/A.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Romania on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Maravela & Asociații before actually changing any board members in Romania.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the BoD Chairman.

As set out in the AoA.

Yes.

No.

No, waiver of this step by agreement of all BoD members is permitted only in case of emergencies.

If the Company is managed by a SD, Steps 1 and 2 are replaced by a simple SD resolution and no convening is required.

2

BoD Meeting.

Resolution of the BoD/SD.

Yes, to be signed by all BoD members approving the decision.

At the date stipulated in the convening notice.

Yes.

No.

No, however, if allowed in the AoA, no physical meeting is needed.

The appointment becomes effective towards the Company (internally) as of the date of the BoD Meeting/SD resolution and towards third persons (externally) upon registration with the Romanian Trade Registry (cf. Step 3).

3

Filing with the Romanian Trade Registry.

(i) Standard form;

(ii) Resolution of the BoD/SD;

(iii) AoA updated with identification data of new SM /EB member (only if the SM/ EB member was nominated in the previous versions of the AoA);

(iv) Standard statements of the new SM/ EB member’s mandate acceptance and compliance to Romanian legislation;

(v) Signature specimen of the new SM/EB member;

(vi) Copies of the Identity card of the new SM/EB member.

Yes, standard form and updated AoA to be signed by the SD/BoD Chairman/ /SM/EB representative or by a proxy).

Standard statements / signature specimen to be signed by the new appointed SM/EB member.

Filing within calendar 15 days from the BoD Meeting/SD resolution.

Yes.

Yes, specimen signature/consent of the new SM/EB member to be notarized, or certified by the Trade Registry (in the latter case the SM/ EB members sign before Trade Registry officials).

No.

1
Step 1
As set out in the AoA*
2
Step 2
0 days
3
Step 3
0-15 days

As set out in the AoA + 0-15 days**

*If the Company is managed by a SD, the process is simplified.

**The need for notarization and originals may take additional time.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the BoD Chairman.

As set out in the AoA.

Yes.

No.

No, waiver of this step by agreement of all BoD members is permitted only in case of emergencies.

If the Company is managed by a SD, Steps 1 and 2 are replaced by a simple SD resolution and no convening is required.

2

BoD Meeting.

Resolution of the BoD/SD.

Yes, to be signed by all BoD members approving the decision.

At the date stipulated in the convening notice.

Yes.

No.

No, however, if allowed in the AoA, no physical meeting is needed.

The dismissal becomes effective towards the Company (internally) as of the date of the BoD Meeting/SD resolution and towards third persons (externally) upon registration with the Romanian Trade Registry (cf. Step 3).

3

Filing with the Romanian Trade Registry.

(i) Standard form;

(ii) Resolution of the BoD /SD resolution;

(iii) AoA updated with identification data of new SM/remaining EB members (only if the SM/ EB members were nominated in the previous versions of the AoA).

Yes, standard form and updated AoA to be signed by the SD/BoD Chairman/SM/EB representative (or by a proxy).

Filing within calendar 15 days from the BoD Meeting/SD resolution.

Yes.

No.

No.

1
Step 1
As set out in the AoA*
2
Step 2
0 days
3
Step 3
0-15 days

As set out in the AoA + 0-15 days**

*If the Company is managed by a SD, the process is simplified.

**The need for originals may take additional time.

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Maravela & Asociații has provided all input about changing board members in Romania. Maravela & Asociații is [...] an internationally recognized and repeatedly awarded Romanian law firm offering full services in legal, tax advisory and insolvency matters. Firm’s clients (large multinational corporations, sound Romanian companies, private investors, public authorities and State companies) have consistently endorsed the quality of services provided, the flexible approach, responsiveness and a friendly working climate.

For more information about Maravela & Asociații and changing board members in Romania, please use the contact information below:

CONTACT: Alina Popescu, Founding Partner
TEL: +40 21 310 17 17
EMAIL: office@maravela.ro
WEB: www.maravela.ro