Also,how to:
[get a Romanian private
partner ][get a Romanian state capital company
as a partner][acquire shares/assets]
In order to stimulate restructuring process with direct contribution
of foreign capital in the form of setting companies with joint capital
the following procedure and documentation is proposed, as a minimum requirement,
in order to get the approval from the State Ownership Fund as a majority
shareholder of the commercial companies with state capital.
The procedure referring to the steps to be followed by the foreign investor
and the Romanian partner is the following:
-
Letter of intention is forwarded by foreign
investor to the state Ownership Fund .
-
In case there have been received more letter/offers of intention for the
same objective, selection of the potential partners is made in basis of
a comparative analysis of the offers or, if needed, y auction, according
to the procedure.
-
Signing a protocol of intention between foreign investor and stated commercial
company on the basis of preliminary discussions and notification of State
Ownership Fund which will contain:
-
definition of th proposed investment (legal form, object of activity size
and capital structure
-
actions and terms for concluding the action set for each partner
The protocol will be negotiated and signed on behalf of the Romanian
partner by the Chairman of the Board of Directors or the General Manager
on the basis of a mandate given by representatives of the State Ownership
Fund in the General Meeting of commercial companies, mandated to be circumscribed
to restructuring/privatisation strategy of respective company.
-
In the preliminary negotiation, besides the representatives of the
State Ownership Fund, representatives of Romanian Development Agency and,
if needed, of the concerned economic Ministries can also participate.
-
Concluding negotiations between foreign investor and Romanian partner and
documents required by Romanian legislation, namely:
-
company agreement
-
company's statute
-
fesability studies (business plan included)
-
evaluating report on contribution kind
The documents are to be finalized by consulting the State Ownership
Fund, the Romanian Development Agency and the concerned Ministries.
The documents will be signed by Chairman of the Board of Directors or
by General Manager on the basis of the mandate given by the representatives
of State Ownership Fund which previously analyed and approved the respective
documents in the General Meeting of Shareholders.
-
Submission by foreign investor of the application to the Romanian Development
Agency (RDA standard) in order to get endorsement of the investment, accompanied
by:
-
copy on company agreement
-
copy of the statute
-
copy of the registration certificate of the foreign company from
the Register of Commerce or as the case, a statement by the physical person
on its own behalf (RDA standard)
-
a letter of banking solvency - the last balance sheet
-
Examination by the Romanian Development Agency of the foreign investor's
application and documents and its documentation within the term stipulated
by Law no 35/91, republished.
-
Submitting to State Ownership Fund by the Chairman of the Board of Directors
of the stated capital company or by the General Manager of the documents
provided at 3 and 4 above as well as:
-
feasibility study, regarding the effect of the investment, restructuring
of the partial or full privatisation on the whole commercial company where
the State Ownership Fund is a majority shareholder: advantages and disadvantages
of the proposed option compared with other legally possible alternatives,
from the point of view of managing company's assets; impact of the process
influence on the activity directly administrated and on the full privatisation.
-
Ministery's point of view regarding compliance with the sectorial policy
for restructuring privatisation
-
copy of the balance sheet as at the end of the peceeding year, the last
trial balance
-
evaluation report of the contribution in kind according to law
-
copy of the Romanian Development Agency confirmation
-
formal report of the General Meeting of Shareholders' approval of the documentation
for setting up a joint venture
-
Syntetic Note by the Gewneral Executive Director of State Ownership Fund,
including specific conditions and recommending approval or rejection of
the special mandate for setting up the joint venture to be submitted for
approval to the Board of Directors of the State Ownership Fund.
-
The Board of Directors of the State Ownership fund approves or rejects
the special mandate mentioned above in point 7, according to the SOF Statute
of organization and functioningArt. 23,i.
-
On the basis of the decision made by the General Meeting of Company's Shareholders,
according to special mandate mentioned at point 8, the legal representative
of the company signs the constitutive documents and proceeds to formalities
required by the respective legislation.
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