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In this issue:

Government Emergency Ordinance no. 62 of 7 May 2020 for adopting certain measures concerning the companies, for holding the meetings of the statutory bodies was published in the Official Gazette no. 372 of 8 May 2020 (“GEO no. 62/2020”).

In the context of the SARS-CoV-2 pandemic, GEO no. 62/2020 establishes special measures (which derogate from the provisions of the Companies Law no. 31/1990) regarding the way in which the general meetings of the shareholders, the meetings of the bondholders and of the collective management or supervisory bodies and/or of the directorate may be held. These provisions are not applicable to the companies regulated by Law no. 24/2017 on issuers of financial instruments and market operations.

The applicability of the provisions of GEO no. 62/2020

The provisions of GEO no. 62/2020 are applicable to: (i) general meetings of the shareholders or of the bondholders that take place during the state of emergency (even if convened prior to the entry into force of GEO no. 62/2020), as well as in the first two months after its cessation (whether convened during or after the state of emergency ceases); (ii) and to meetings of the board of directors, directorate or supervisory board that take place during the state of emergency or during the first 30 days after its cessation.

The main measures introduced by GEO no. 62/2020

The general meetings of the shareholders can be convened also by any means of remote communication which ensure the transmission of the text. This calling procedure may be used only if the respective shareholders have notified their contact details where they are able to receive the correspondence.

The information and documents regarding the issues on the agenda of the meeting will be published on the company's website (if it exists) or will be sent to shareholders by e-mail.

The general meetings of the shareholders may take place by correspondence or by electronic means of direct remote communication, even if the articles of association does not regulate such a possibility or even if it prohibits such a procedure.

The chairman of the board of directors, the director with powers of representation or the chairman of the directorate (or the person empowered by them) will draw up and sign the resolution of the general meeting of the shareholders.

Special provisions concerning the ordinary general meeting of the shareholders

The deadline for holding the ordinary general meeting of the shareholders (i.e., 5 months from the end of the financial year) is extended until 31 July 2020.

For the duration of the extension (i.e., until 31 July 2020), the board of directors / the directorate is not bound by the obligation to convene the general meeting in case of a decrease of the net assets to less than half of the value of the subscribed share capital.

For more information, please contact Radu și Asociații SPRL team.

 

Prepared by:
Georgiana Nichita – Managing Associate

For additional information, please contact:
Radu Diaconu, Associate Partner