Romanian Companies’ Law: Convening, October 2020

As regards Romanian limited liability companies, the convening of the general assembly of shareholders is done in accordance with the articles of association or as provided under Romanian Companies Law 30/1991 (the ”Companies Law”), specifically through registered letter at least ten days before the date set for the general assembly.

The Companies Law does not contain any additional provisions in order to clarify in what manner this term should be calculated. This is particularly important to clarify, seen that non-observance of the ten days term represents a violation of the legal provisions regarding the convening of general assemblies and can be sanctioned with the nullity of the shareholders resolution issued in the relevant assembly.

Under these circumstances, if the method of convening is not clearly established and further detailed by the shareholders in the articles of association of the company, the aforementioned legal provision can lead to different interpretations regarding the exact moment from which the ten days term should be calculated.

In other words, the legal provisions regulating this matter raises the question of whether the ten days term starts from the date of delivering the convening by registered letter or from the date on which a shareholder receives that letter.

As a result of this situation, in the context of a pending litigation before the Romanian courts, the High Court of Cassation and Justice (the ”High Court”) was requested to render a decision establishing which of the two interpretations is valid.