[ESTABLISHING A BUSINESS ENTITY IN ROMANIA] 393
The revocation of the directors of an LLC is performed: (i) by the vote of all shareholders, if they have been appointed by the constitutive act, or (b) by the absolute majority of the share capital, if they have been appointed by a subsequent GMS decision, unless the constitutive act requires otherwise. 3.1.2. Joint stock companies The general meeting of the shareholders (GMS) is a mandatory corporate body for all joint stock companies, whereas its management differs according to the distinction between the unitary and dualist management system. GMS are ordinary (“OGM”) or extraordinary (“EGM”), based on the issue with which they deal. The quorum and majority rules in relation with the OGM are as follows: a) For the first call, shareholders holding at least one-quarter of the aggregate number of voting rights must attend the meeting and the decisions must be adopted by the majority of the votes cast. However, the constitutive act may provide for a higher quorum and majority requirements; b) For the second call, there are no quorum requirements, and the decisions must be adopted by the majority of the votes cast. The constitutive act may not provide for a minimum quorum or higher majority rules. The quorum and majority rules within an EGM are as follows, unless the constitutive act provides for a higher quorum or majority rules: a) For the first call, shareholders holding at least one-quarter of the aggregate number of voting rights must attend the meeting and the decision must be
adopted with the majority of the votes of the attending or represented shareholders; b) For further calls, shareholders representing at least one-fifth of the aggregate number of voting rights must attend the meeting and the decision must be adopted with the vote of the majority of the votes of the attending or represented shareholders. Exceptionally, decisions having as their object (i) a change in the company’s main purpose of business, (ii) a decrease or increase of the share capital, (iii) a change of the legal form, (iv) the merger, the division or the dissolution of the company, must be adopted by a majority of at least two-thirds of the voting rights of the attending or represented shareholders. The constitutive act may stipulate a higher quorum or majority rules. As for the administration of joint stock companies, the unified system means the administration of the joint-stock company is carried out either by a sole Director or by several Directors members of a Board of Directors. The Directors are appointed and revoked by the General Meeting of Shareholders (the “ GMS ”) at any time, by secret vote. Nevertheless, in case of abusive revocation, the Director has the right to obtain recovery of damages. In the dualist system, the administration of the joint-stock company is carried out by a Management Board ( Directorat ) and Supervisory Board. The Management Board ( Directorat ) is constituted by one or several members, their number always being odd. When the Management Board ( Directorat ) is composed of one member, such member is appointed as Sole General Manager. The Supervisory Board appoints the members of the Management Board ( Directorat ), one of whom will be the President of the Management
ILN Corporate Group – Establishing a Business Entity Series
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