Shareholders Agreement Romania

Potential parties to a shareholders` pact should also take into account the procedural risks associated with opening and monitoring legal proceedings or arbitrations abroad, as well as potentially prohibitive costs (e.g. B, the fees of foreign consultants, the fees of Romanian legal experts, who may be called upon to deal with certain Romanian legal issues, as well as administrative and logistical efforts imposed by prosecutors or simple cases in foreign courts). These may be considered by a shareholder as a factor that prevents him from taking legal action against other shareholders for alleged violations of the shareholders` pact. The question then arose as to what could or should be done by the shareholders who had terminated the contract; whether the Romanian court would recognise the effect of the shareholders` pact on Romanian society. We believe that, in this case, priority will be given to the foreign law contract, as it only covers the relationship between shareholders as shareholders. Their position as shareholders and the company are governed by Romanian law. Any shareholder dispute as a shareholder is clearly dealt with by the foreign shareholders` pact. If the foreign court had ordered the shareholder to do something about the Romanian company, the shareholder, unless it violated Romanian law or Romanian public order, would have to comply and not seek protection on the basis of Romanian law. As a first step, the decision of the General Meeting of Shareholders will be submitted for publication in the Official Journal of Romania. From the date of publication, there is a 30-day delay for anyone interested to show up in opposition. If there is no opposition, you can move on to the second stage. If appeals are made, they are tried in court and until a final judgment is rendered, the registration procedure with the Romanian trade register is suspended. Documents required for the first stage of share transfer:1.

Request for registration2. The decision of the general meeting of shareholders / the decision of the exclusive action,3. If necessary, allow designated persons to complete legal formalities4. Proof of payment of the legal tariff. As part of this shareholders` agreement, several trigger events have allowed shareholders to collectively or individually terminate the shareholder contract between or between themselves. The shareholders` pact also provided that the other country`s law was the applicable law and, in the event of a dispute over the agreement, it would be heard and condemned by the courts of that country. Action required for level 2:1. Request for registration2. Decision of the general meeting of the shareholder/decision of the sole shareholder;3.

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