The vote of the General Assembly is set out in Art 192 and in the articles of the Law No 31/1990.
According to the law, the resolutions at the general meeting will be taken according to the principle of double majority. A decision shall be taken by an absolute majority of votes of the shareholders and the share capital, unless the articles of Incorporation provides otherwise.
Although a quorum is not required by law, we find that a quorum can be indirectly derived from the corroboration of Art. 192 and Art. 193, when we analyze the reasons for the failure of taking a decision, they can be: i) either there are not sufficiently shareholders present or there are sufficiently shareholders present but they do not have the majority of the share capital or ii) there are enough shareholders and the majority of the share capital is fulfilled but the decision was not taken with the required majority.
Therefore, we can identify the situation that, in case a decision cannot be taken, due to lack of quorum, a second vote must be held. In the second vote, the resolutions are passed by a simple majority (i.e., a decision is adopted if more than half of the present shareholders and share capital vote for it).
In case of changes of the articles of incorporation a unanimous shareholders’ resolution must be obtained, unless the articles of incorporation is otherwise regulated.
The provisions relating to the shareholders’ meeting may be changed by the articles of incorporation, if the law does not provide mandatory rules (e.g. in the case of the transfer of shares to persons outside the company, three quarters of the share capital owners must give a positive vote).
Because of the possibility of different interpretations of the law, we always recommend that the voting procedure should be exactly established in the articles of incorporation. In practice, for example, the principle of double majority is not applied, most decisions are taken according to the principle of the absolute majority of the share capital.
Summoning of the General Assembly
The manager or the shareholders, representing a quarter of the share capital may summon the General Assembly. The invitation to the General Assembly must be sent at least than 10 days before the meeting.
For the second meeting, the law does not provide a minimum period, but in practice, the 10-day period is agreed. Moreover, the articles of incorporation can state different.
| Attendance quorum | Vote requirement | |
| Meeting | 50% + 1 of the shareholders (heads) and capital | Absolute majority: 50% + 1 of the shareholders + 50% + 1 of the company’s capital1 vote = 1 social part =at least 10 RON, depending on the articles of incorporation |
| Meeting | No minimum requirement | Simple majority : 50% +1 of the present shareholders and 50% + 1 of the present capital1 vote = 1 social part = at least 10 RON, depending on the articles of incorporation |