Veronica Das Alexeev Foto: Schoenherr și Asociații SCA
Effective 6 December 2024, a series of amendments to the Companies Law 31/1990 will come into force, as introduced by Law 299/2024. These changes primarily aim to simplify the organisation and conduct of general shareholders’ meetings and to eliminate excessive formalities related to articles of association across all types of companies.
Key amendments applicable to joint-stock companies include:
- Delegation of authority related to secondary offices. The authority to establish or deregister secondary offices can now be delegated to the board of directors or to the management board through a resolution of the general shareholders’ meeting, even if this delegation is not explicitly provided for in the company’s articles of association.
- Remote participation in the shareholders’ meeting. Shareholders may now attend and participate in the general meetings via remote communication methods, provided this is allowed pursuant to the company’s articles of association or is approved by a resolution of the extraordinary general meeting. These methods must ensure or allow:
- participant identification;
- live participation in the deliberations, including the ability to address the meeting;
- continuous retransmission of discussions;
- casting of votes.
Voting by correspondence is also explicitly permitted.
- Amendments to the convening notice. The board of directors or the management board may amend the convening notice for the general meeting within 15 days of its publication, provided the amended notice is republished at least 10 days before the meeting date. Such amendments must comply with the same formalities as those required for supplementing the agenda at the request of the shareholders.
Practical considerations relating to the right to amend the…
