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
|
2
Step 2
|
3
Step 3
|
|||
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. |
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
|
2
Step 2
|
3
Step 3
|
|||
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. |
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 PartnerTEL: +40 21 310 17 17
EMAIL: office@maravela.ro
WEB: www.maravela.ro