In the Official Gazette no. 372 of May 8, 2020 was published the Government Emergency Ordinance no. 62/2020 regarding new measures adopted in the corporate area, in order for the statutory bodies to hold the meetings.
The main amendments provided by the above mentioned ordinance:
Extension of term for the general assembly of shareholders approving the financial statements.
After the postponement of the deadline for submitting the financial statements until July 31, 2020, the Government also brought an amendment regarding the deadline for the meeting of the general assembly of shareholders/ associates for the approval of the financial statements, by postponing it until the end of July.
Means of convening the general assembly of shareholders/associates of the companies governed by the Companies Law no 31/1990
GEO no. 62/2020 offers the possibility for the general assembly of shareholders/associates to be held including by any means of distance communication, provided that each shareholder or associate to have sent in writing to the administrator/ Board of Directors/ directorate the postal address or, as the case may be, the e-mail address, the fax number or other coordinates at which he may receive the correspondence with the company.
General assemblies of shareholders/associates during the state of emergency
During the state of emergency, general assemblies of shareholders/associates may take place, even if the articles of association do not provide for or prohibit, also by correspondence or by electronic means of direct distance communication.
General assembly of shareholders/associates by electronic means of direct distance communication
The general assembly of shareholders/associates may be held by electronic means of direct distance communication, such as teleconference or videoconference, while respecting the secrecy of the vote, if applicable, and the right to vote by mail.
General assemblies held exclusively by correspondence
In case of general assemblies held exclusively by correspondence, according to the ordinance under discussion, the rules involving the physical presence of the shareholders/associates do not apply. In this case, the directors, the members of the Board of Directors or, as the case may be, the members of the directorate or of the supervisory board of directors or the administrator(s) are not bound by the obligation to participate in the general assembly of shareholders/associates.
Publication on the company’s website
There is stipulated, for all types of companies, the requirement that all information and documents related to the issues on the agenda to be published on the company’s website or sent to shareholders/associates by e-mail if there is no designated website. If the transmission by e-mail is not possible, copies of these documents shall be sent to shareholders/associates by mail or courier, upon request.
The scope of GEO no. 62/2020
Considering the exceptional context in which it was adopted, GEO no. 62/2020 shall apply for:
- General assemblies convened prior to the entry into force of this ordinance, for which the meeting was established for a date subsequent to the establishment of the state of emergency;
- General assemblies convened during the state of emergency, which are established after the termination of the state of emergency;
- General assemblies convened and established in the first 2 months after the termination of the state of emergency.
In case of general assemblies held after the date of establishment of the state of emergency and before the entry into force of GEO no. 62/2020 – 11.05.2020, the decisions adopted shall not be annulled for non-compliance with the procedures for holding and exercising the right to vote, if the general assemblies were held, with the consent of all shareholders, in one of the means mentioned above and the right to vote was exercised by correspondence or directly during the meeting held by electronic means (the exercise of the right to vote is presumed to represent the agreement for the general assembly to be held in one of the means presented above).
Attending the meetings of the administration, supervision and/or management bodies of the companies governed by Law no. 31/1990
During the state of emergency, the attendance at the meetings of the administration, supervision and/or management bodies of the companies governed by Law no. 31/1990 may also be carried out by means of direct distance communication, regardless of the subject of the decision. This provision also applies to the meetings of the administration, supervision and/or management bodies that are held in the first 30 days after the termination of the state of emergency.
B. Updates relating to the Emergency Situation Certificate
In the Official Gazette no. 382 of May 12, 2020, the conditions for obtaining the Emergency Situation Certificate have been changed. Thus, it can be requested, again on the basis of self-certification, in the event that collections or revenues have decreased by at least 25% in March or April 2020 compared to the average of the months January-February 2020, or if the activity has been reduced or closed due to regulatory measures.
As a result of these changes, the facilities provided by OUG 37/2020 for bank loans (see B&P Coronavirus Update No. 9) can be requested on the basis of the Urgency Certificate with the above characteristics.
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