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REGULATIONS FOR THE ENFORCEMENT OF THE PROVISIONS STIPULATED BY THE LAW CONCERNING LEGAL PERSONS (ASSOCIATIONS AND FOUNDATIONS) OF THE 19TH OF APRIL 1924

CHAPTER I – GENERAL PROVISIONS

1. Associations and foundations, having non-profit or non-patrimonial aims,created and organized by individuals, shall obtain legal status on the basis of the law promulgated* by the royal decree No.452 of the 3rd of February and under the conditions established by the present regulations. (Law-Art.1).

2. Legal persons existing on promulgation of the law shall continue to function according to the provisions of the laws, decisions, or deeds that had constituted them, since these shall not be contrary to the provisions related to public order, as stipulated in the law concerning legal persons. (Law-Art.2)

3. Starting with the date the law for legal persons is promulgated, any modification of statutes or of constitutive documents or change of the association’s or establishment’s nature, any modification of the administration and control body, for the cessation or the dissolution of the legal person, for liquidation or goods’assignment both of the existing legal persons under private law, and of those to be subsequently created, all this shall not be made but in compliance with the provisions of the present law. (Law-Art.8).

4. Legal persons under private law cannot receive liberalities unless they are authorized to this purpose by a royal decree, given* on the basis of a journal of the council of ministers, further to the report of the minister in whose control falls the purpose of the institution. (Law-Art.10).

5. The following are excepted from authorization: initial contributions or donations, regular contributions and subventions from the Romanian State, from the counties, from the communes and, generally from any persons under private law, as well as gifts/presents handed in cash or objects/in kind*.

In these latter cases, management of the legal person shall be obliged to ..issuing individual bills from a “cu matca” register. (Law-Art.32).

6. Concerning contributions received in cash, effects* or articles of whatever kind by means of appeal/call on to/the public charity, it is to be proceeded according to the provisions stipulated in the law regarding the settlement and control of appeals to the benevolent contribution of the public, promulgated in the Official Gazette No.51/8th of June 1923. (Law-Art.32).

CHAPTER II – Obtaining legal status and registration of legal persons

7. Legal status is given* to associations and establishments having non-profit and non-patrimonial aims, by the civil court in the district of which those were created, on the basis of the request of those interested. (Law-Art.86.)

8. The request for obtaining legal status shall be signed:

a) for associations, by the founding members,by the management or by 7 associates;

b) for foundations, only by the founder, when the foundation is created by documents between living persons, and after his death and for testamentary foundations, by the management and administration bodies, or by the ministry in the competence of which the aim of the association or establishment falls.

The request shall be handed in to the court by all the signers or by one of them.(Law-Art.86 and 87).

9. The request for obtaining legal status shall contain:

1. The title and the name of the legal person;

2. Objectives and aim;

3. Its main premises and branches, if the case*

4. The name, the profession and the residence of the persons who, under whatever title are responsible for management or administration;

5. The date of the constitutive documents of the foundations or the associations.(Law-Art.85)

10. The request for obtaining legal status shall be accompanied by:

a) three legal copies of the authentic constitutive document and of the statutes, and if the aim of the legal person falls in the competence of two or more ministries, a sufficient number of copies shall be added;

b) a copy of the documents appointing or electing the management and administration bodies, when this was done after the constitution;

c) a certified copy of the meeting’s report, when adoption of statutes or appointment of the administration body was made in a general assembly.(Law-Art87).

11. After the Court finds that the forms and the requirements of the above articles are fulfilled, it shall ask, in writing, the approval of the ministry in the competence of which the aim of the association or establishment falls, attaching at the same time, a copy of the statutes and of the constitutive documents.

In case the aim of the legal person falls in the competence of two or more ministries, it shall ask their approval also.(Law-Art.3 and 89).

12. Once it has been notified, the respective ministry shall proceed to the necessary examinations, giving its approval within 15 non-working days from the receipt of the courts letter.

The consent of the ministry shall contain the necessary information on the use of the association or establishment, and also wether the constitutive document and the statutes contain all the necessary provisions enabling the achievement of its aim and the proper management of funds.

If, when requesting acquiring legal status, the association or establishment is already in function, it shall also describe its activity in relation with its aim and with the provisions of the statutes and of the regulations, on the basis of which it had functioned.

Together with the approval/agreement, the ministry shall send back/remit to the court the copy of the statute and of the constitutive document that were sent to it.(Law-Art.3 and 89).

13. After receipt of the competent ministry’s agreement or after expiry of the term provided under the previous article, the court settles the date of the trial, summoning the competent ministry and the persons having signed the request, to the declared premises of the association or establishment. (Law-Art 3 and 89).

14. In due time,the court shall examine within the council chamber wether the documents submitted in order to obtain legal status meet the conditions provided by the law and the regulations concerning legal bodies and, after hearing the parties and the conclusions of the competent ministry’s delegate and of the public ministry, it shall pass the verdict in a public session.

In case of admission of the request, it shall order also the registration of the legal body in the respective register.

Non-presentation of oral or written conclusions by the competent ministry is considered favorable for the creation of the legal body. (Law-Art.3 and 89).

15. Verdict is given with no opposition right and with appeal within 10 non-working days from its pronouncement.

Appeal is declared by the interested parties, by the public ministry or by the respective ministry at the court clerk’s office and is tried with the same procedure as in court, within at most 15 days from its delaration.

The decision of the Court is not submitted to opposition, but only to appeal, within 15 days from its pronouncement. (Law-Art.90).

16. The admission decision of the court remained final,shall be recorded in the special register for legal bodies, by the care of the court’s clerk.

Only after fulfilling this formal act the legal body shall have legal status. (Law-Art.4 and 90).

17. Recording in the special register shall comprise, in addition to the documents included in the file, all the information required in Articles 9 and 10 of the Regulations, as well as the date and number of the decision which authorized and ordered the recording.

Reference about this recording shall be made on all three copies of the statutes and consitutive documents required by Art.10, letter a (Law-Art.91).

18. After recording the final decision in the register for legal bodies, the clerk’s office is obliged:

a) to see to publishing, with no delay, the text of this recording in the Official Journal and in 2-3 more frequent newspapers, on the persistence and on the account of those interested;

b) to transmit to the competent ministry a copy of the registration decision, accompanied by a copy of the statutes and of the constitutive documents, with the reference provided by the last paragraph of the previous article.

A second copy of the statutes and of the constitutive document shall be issued to the leadership of the legal body, and the third copy shall be kept to the respective file. (Law-Art.92).

19. The management bodies or the liquidators of the legal body and any intersted  person shall immediately declare to the court’s clerk, for recording in the legal persons’ register and for publication:

1. Any change in the statutes and, in general, of the organization or the aim of the legal body, as well as its cessation, dissolution or  liquidation;

2. Any change concerning the composition, the assignments, the change of residence, the appointment and the replacement of the management,  administration and liquidation bodies.

The persons appointed above shall see, at the same time, to the necessary publishing.

Once with the recording declarations, all justifying documents necessary to support the request shall be forwarded to the court’s clerk. (Law-Art.93).

20. In case of change of residence, all subsequent recordings and registrations required by the law shall be made at the court’s clerk of the new residence.

In this case, the management of the legal body shall request to the court of the former premises/office, on the basis of the document deciding the change of residence, to erase the registration in its register and, at the same time, to communicate to the court of the new residence, in order to be registered again, a certified copy of all the notes registered in the register of the court of the former premises/office until the date the association’s or establishment’s residence is changed.(Law Art.93).

21. An establishment created by a legal body cannot have a status distinct form that of the legal body which created it, unless it is formally recognized this, under the conditions established by the law.

Legal status cannot be recognized to associations and foundations having an illicit objective, against public order or morals, or are created to fulfill such a purpose. (Law Art. 5 and 6).

CHAPTER III – Constitution, organization, functioning and cessation of legal bodies

22. Organizations which can obtain legal status, on the basis of the law, are classified into associations and foundations. (Law Art.31).

23. An association is the convention on the basis of which several persons put in common, on a permanent basis, their material contribution, their knowledge and activity in order to fulfill a purpose that does not pursuit pecuniar or patrimonial benefits.

The aim of such associations can be purely ideal, they can meet the general interests of the community or of only one social category to which the associates belong, or, at last, they can meet the personal, non-patrimonial interests of the associates. (Law Art.31).

24. A foundation is the act by which a natural or legal person makes up a patrimony distinct and autonomous from his own, and dedicates it, generally on a permanent basis, to the fulfilling of an ideal purpose, of public interest. (Law Art.66).

A. Constitution

25. Constitution of associations and foundations between the living, with a view to obtaining legal status, shall be made only on the basis of authentic documents.

The following shall be also made in authentic form: statutes, which shall accompany the constitution document of the association, as well as the documents or any other papers that might accompany the foundation document, and any other subsequent changes brought to these documents. (Law Art.33 and 67).

26. Testamentory foundation shall be created according to one of the forms provided for wills/testaments. (Law Art.67).

27. Constituive documents shall compulsorily contain:

1. For associations:

a) the name of the association;

b) the main office;

c) the names and the material contributions of the founders:in cash, in effects and in any kind of goods, with the evaluation of the current price, that make up the initial patrimony of the association;

d) the number and the names of the persons who make up the association, as well as of those who make up the management body and the control committee, specifying their profession, residence and nationality.

2. For foundations:

a) The aim

b) The patrimony constitution. (Law Art.34 and 72).

28. Association’s or foundation’s statutes shall compulsorily contain:

a) the name of the association or foundation;

b) the aim and purpose;

c) the duration;

d) the main office and branches, if any;

e) the way the management, administration and control bodies are made up and their working.

As for associations, statutes shall specify also the way the initial patrimony is completed, as well as the way that periodical contributions are established. (Law Art.33,34,and 73).

29. The association, in order to obtain legal status, shall be made up of at least 20 members and shall present in its statutes an organization from which it should result the co-operation wish, regardless of the associates’ wish as individuals, and the constitution of a patrimony distinct and autonomous from the individual patrimony of each associate.

The social founding patrimony must be up to achieve at least partially the aim for which the association has been created.

The statutes of the association shall provide the forms and the conditions for the admission of the members as to their age, sex, profession, etc.

All the same, the cases of exclusion, the procedure to follow and the rightful body to pronounce it. In the absence of such statutory provisions the exclusion cannot be pronounced but by the general assembly with a 2/3 majority of the members present.

The associate can withdraw at any time of the association, provided he communicates his request to the management at lest six months before the end of the social year. (Law Art.32.).

30. It is specified that, concerning the conditions fro the admission of members in associations of professional type, statutes shall have to fully obbey the special provisions of Article 2, paragraph .., Article 4 and Article 60 of the Law on professional trade-unions, published in The Official Gazette no.41/May 26, 1921.(Law art.106).

B. Organization

31. Associations and foundations are led by management and administration bodies and controlled by their own checking bodies, in addition to the control exerted according to the law by the respective ministries. (Law Article 35).

32. The associations’ statutes or the documents which will regulate the foundation’s organization shall have to specify in an accurate way the composition and the assignments of the administration board,of the management and of the control bodies. (Law Art. 37 and 72).

33. The administration board shall work within the rights conferred by statutes or the powers it is assigned by the general assembly.

On the modification or elaboration of the foundation regulations, the provisions of the present regulations concerning the organization and functioning of legal bodies shall be taken into account. (Law Art.78 and 79).