Last updated: 5 December 2024
New modifications and supplements to the Companies Law no. 31/1990 have been enacted under the Law no. 299/2024, published in the Official Gazette no. 1212 of December 3, 2024. The newly enacted regulations come into force starting with December 6, 2024 and are mainly related to the remote attendance of the shareholders to the General Meetings and excluding the mandatory provision in the articles of incorporation of the identification data of the beneficial owners.
Organizing and holding the General Meetings
Under the new act, the shareholders may attend and vote in General Meetings, both in person and remotely, via remote communication electronic means. Remote attendance to General Meetings must be provided for in the Articles of Incorporation or be approved by the shareholders with the majorities required under the law. Also, if remote attendance is allowed, the convening letters shall provide details about the remote electronic communication means and the procedures to the followed by the shareholders to attend and vote online in the General Meeting.
The remote communication means must meet the technical conditions required to allow to identify the participants, to ensure their actual attendance and uninterrupted broadcasting of the deliberations, the exercise of their right to address the meeting and to cast their vote in the general meeting.
Such remote communication means must also ensure the identification of the shareholders, the possibility for subsequent verification of how the vote took place and for each shareholder to check their vote. The decisions made by such general meetings can bear a handwritten signature or an electronic signature, according with the legal provisions.
Modifications related to the wording of the articles of incorporation
The Law no. 299/2024 removes the obligation for the companies to provide in the articles of incorporation the identification data of the beneficial owners and how the control over the company is exercised. It remains to be seen how this modification will be implemented, whether the former procedure of submitting a statement on the beneficial owner to the Trade Registry upon incorporation will be resumed or the identification of the beneficial owners of the companies will no longer be required (which is highly unlikely).
Matters falling to General Meetings in joint stock companies
According to the latest legislative modifications, matters such as setting-up or closing secondary offices, branches, agencies, representation offices or other similar units without legal personality may be delegated to the Board of Directors or to the Directorate, under the articles of incorporation or a decision of the extraordinary general meeting of the shareholders.
Currently, the Board of Directors or the Directorate may be delegated authority to handle matters related to the transfer of the registered office, changing the company’s scope of business (except for the main activity) and the increase of the share capital.