Legislative changes for joint-stock companies in Romania

Key amendments applicable to joint-stock companies include:

1. 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.
   
   
2. 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.

3. 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 convening notice

Previously, the board of directors or the management board did not have the authority to unilaterally amend a published convening notice. To overcome this impediment in cases requiring amendments, the boards adopted several pragmatic approaches, although these were often overly formalistic in practice:

• requesting shareholders holding more than 5 % of the share capital to file a formal request to supplement the agenda included in the published convening notice; or
• convening a new general meeting in addition to the existing one.

These approaches often resulted in additional costs, delays in decision-making or missed business opportunities.

Notably, while boards of joint-stock companies can now amend published convening notices without conditions beyond complying with legal deadlines and publication formalities, companies listed on the regulated market may soon encounter significantly stricter limitations in this regard.

According to a bill (available here) amending and supplementing Law 24/2017 currently under debate in the Chamber of Deputies, the board of directors or the management board would only be allowed to supplement the agenda of a shareholders' meeting (a narrower authority than the broader amendment rights granted by Law 31/1990) if "the need to supplement the agenda arises from events or acts occurring after the notice's publication".

We anticipate potential difficulties in reconciling these provisions if the bill is adopted in its current form. Based on the bill's wording, one interpretation suggests that the issuing body may freely amend the notice (including the agenda), subject only to timing and publication requirements. According to the wording of the bill's provision, the condition of events or acts occurring after the notice's publication would apply only when supplementing the agenda, and not when, for example, amending an initial item on the agenda. Another possible interpretation would be that, for listed companies, convening notices may only be amended by supplementing the agenda and only under the strict conditions specified in Law 24/2017.

Outlook

The amendments introduced by Law 299/2024, effective 6 December 2024, represent a significant step toward streamlining corporate regulations, particularly for joint-stock companies. However, ensuring their proper implementation and harmonising them with other special law provisions, such as the proposed changes to Law 24/2017, will require careful consideration to avoid confusion and practical challenges.

author: Veronica Das Alexeev