Shareholders Agreement Romania

In addition, account shall be taken of the provisions of Article 1 of the Civil Code, which provide that civil law does not apply retroactively. The company is obliged to pay its shareholders the dividends summoned. If this payment obligation is not respected, the company owes interest to the partners on the basis of Article 43 of the Commercial Code. From time to time, foreign investors try to acquire minority stakes in well-established Romanian companies that subject shareholder agreements to the laws of different countries, with better results in dealing with shareholder disputes. The freedom of choice of parties governing their agreements is expressly recognized by the Romanian Civil Code (principle of lex voluntatis). However, if, in addition to foreign law, the parties continue to agree on a non-Romanian jurisdiction to settle a dispute, the effects on third-party effectiveness may be unforeseeable and range from prohibitive costs to unintentional conflicts between the principles of foreign and Romanian company law. We believe that, in this case, the contract under foreign law will prevail, as it only covers the relationship between the partners as shareholders. Your position as shareholders and the company are governed by Romanian law. All disputes of shareholders as shareholders are clearly dealt with by the Foreign Shareholders Agreement. If the foreign court had ordered the shareholder to do something with regard to the Romanian company, the shareholder, except in violation of Romanian law or Romanian public order, should do so and not seek protection by claiming Romanian law. Law No 223/2020 considerably relaxes this condition by allowing the members of a limited liability company to found, or even completely eliminate, for statutory reasons, a smaller majority of shareholders necessary for the authorisation of the transfer. In practice, this amendment allows shareholders who do not have very close relationships or who are not interdependent within the management of the company to find that the sale to third parties can be done freely, each shareholder having the opportunity to sell his shares independently of the will of the other shareholders.

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