From time to time, foreign investors try to acquire minority stakes in well-established Romanian companies that subject shareholder agreements to the laws of different countries, with better results in dealing with shareholder disputes. The freedom of choice of parties governing their agreements is expressly recognized by the Romanian Civil Code (principle of lex voluntatis). However, if, in addition to foreign law, the parties continue to agree on a non-Romanian jurisdiction to settle a dispute, the effects on third-party effectiveness may be unforeseeable and range from prohibitive costs to unintentional conflicts between the principles of foreign and Romanian company law. An individual or an institution may be a common shareholder holding common shares in a company. This type of participation is more frequent. Ordinary shareholders have the right to influence decisions concerning the company and can bring a class action in case of fault.  A shareholders` agreement is an important document for both the shareholders of a company and the underlying company itself, especially in family businesses where the number of shareholders increases when the next generation is involved in the business. Many disputes that arise between shareholders can be avoided if there is an effective shareholders` agreement that addresses issues that may otherwise lead to conflicts. Companies often carry a certain commercial risk for the parties involved.
Today, a business reality is that shareholders want to stop their investments and look for appropriate remedies when shareholder relations have deteriorated or if the companies` business objectives have not achieved the desired result. Therefore, in order to minimise that risk, shareholders should endeavour to anticipate and avoid the frequent pitfalls of commercial and corporate agreements. Nevertheless, they should be attentive from the outset to the practical challenges they could face in the event of a deterioration of the relationship. Subject to applicable laws, company rules and any shareholding agreement, shareholders may have the right: shareholders may have acquired their shares in the primary market by taking over IPOs and thus have provided capital to the company. However, most shareholders acquire shares in the secondary market and do not directly make capital available to the company. Shareholders may benefit from special privileges depending on the class of shares. The board of directors of a company generally governs a company for the benefit of shareholders. In the first phase, the decision of the General Meeting of Shareholders will be submitted for publication in the Romanian Official Journal. From the date of publication, a period of thirty days is provided for each interested party to object. If there is no opposition, you can proceed to the second step. If objections are raised, they will be settled in the courts and, until a final judgment is rendered, the registration procedure with the Romanian Commercial Register will be suspended.
Documents required for the first stage of the transfer of shares:1. Application for registration;2. The decision of the general meeting of shareholders /decision of the sole shareholder,3. Where appropriate, authorize designated persons to complete legal formalities4. Proof of payment of the legal rate. A shareholder (also called a shareholder) is a natural or institutional person (including a company) who legally owns one or more shares of the share capital of a public or private entity. . . .