INTERNATIONAL CONFERENCE - Facultatea de Drept

Conference Proceedings - Galaţi, 24 th -25 th of April 2009
Year I, Vol. I - 2009
2. the incorporation of the bank as trade company, under the
regulations provisioned by Law no. 31 / 1990, plus the specific rules,
including the registration to trade register and
3. The authorization of the bank, according to the regulated
procedures of the BNR Norms no. 2 / 1999.
d. other features resulted from the specific of the banking activity:
- The supreme organ of leading is the general meeting of
shareholders (AGA).
The organization, functioning and attributions of AGA, the AGA
convocation, the approval of the decisions, the quorum conditions for
different resolutions, etc are governed by rules implied by the law
regarding the trade companies and by the Articles of Association.
Unlike the partner law, in the banking field can not be violated the
rule that a share gives the right to a vote (art. 12 of OUG no. 99/2006).
The actions of the bank are only nominative.
With reference to constitutors and shareholders operates, like in the
business matter, the association freedom. The legal regime of these is
governed by the provisions of the laws regarding trade companies,
completed by the resolutions of civil and business law.
Regarding the shareholders, banking constitutors, the banking law
introduces, in addition, some specific rules, derogatory from the partner
law, therefore:
The quality of the shareholders and the structure of the
groups they are in which has to correspond to the need of granting a
prudent and healthy management of the bank;
The person who intends to become a qualified participation
to a bank has to fulfill the following conditions, cumulative:
o To have a stabile financial situation, on two directions: to
justify satisfactory the provenience of the funds necessary to obtain the
joint undertaking and to offer the premises for the financial sustenance of
the bank;
o To provide sufficient information to identify the structure of
the group he is already part in;
o Legal persons to function with at least 2 years before;
o To be supervised adequately by the competent authority
“from the origin country”
The same conditions have to be fulfilled also by the
significant shareholder which intends to major his joint undertaking. It has
joint undertaking qualified authorized natural person, legal person of the
group of persons which action together, which detains directly or
indirectly; a) minimum of 10% of the registered capital of the bank; b)
35