CONSIDERATIONS ON THIRD PARTY OBJECTION TO THE RESOLUTION OF THE GENERAL ASSEMBLY OF SHAREHOLDERS
CONSIDERATIONS ON THIRD PARTY OBJECTION TO THE RESOLUTION OF THE GENERAL ASSEMBLY OF SHAREHOLDERS

Summary/Abstract: Law no. 31/1990 provides the possibility for certain third parties to file an appeal - objection - against certain resolutions of the general assembly of shareholders. In addition to the action for cancellation of resolutions of the general assembly of shareholders, provided in art. 132 of Law no. 31/1990, there is also a possibility to object to such resolutions having as object the transfer of shares. It can be noted that, in addition to the different name of the two remedies, there are other notable differences, such as: the cancellation of resolutions of the general assembly of shareholders may be requested on grounds of absolute nullity by third parties having interest, such right not being subject to the lapse of time, while objection is a imedat repairing the harm caused by the disposal of shares, which would prejudice creditors or any other persons. As regards the possibility of disposing of shares, the recent amendment of the Companies Law brought certain restrictions: the resolution of the meeting of shareholders under which the disposal of shares is resolved shall be filed within 15 days with the trade register, in order to be specified in the register and published in the Official Gazette of Romania so that the state and any other social creditor may file an objection.

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