CONVENING THE GENERAL MEETING OF THE SHAREHOLDERS AND THE VOTING RIGHT OF THE PARTNERS IN LIMITED LIABILITY COMPANIES

Abstract

All along our scientific approach, we aim to analyse, from the provisions of Law no. 31/1990 perspective, the framework of exertion of the voting right, represented by the General Meeting of the Shareholders, which activity is regulated more or less detailed by the lawmaker, according to each type of company. The exertion of the voting right mainly consists of the shareholder’s participation to the General Meeting. Participation to the meeting is a right itself, founded on holding the quality of shareholder of a company. Theoretically, each subscriber of a contribution to the social capital of the company has the right to vote, consequently he/she benefits implicitly from the right to participate in the General Meeting. Given that the General Meeting cannot be convened spontaneously, since Law no. 31/1990 provides in Art. 195 the fact that the General Meeting is convened at the head office any time considered necessary, but at least once a year. The convocation of the General Meeting is accomplished under the form it is stipulated in the articles of incorporation. The invitation to the General Meeting of the Shareholders is imposed to mention: the time and place of the meeting; the particularity of the agenda. The agenda of the meeting shall comprise all the matters submitted to discussion during the meeting. If the agenda enlists the modification of certain elements of the articles of incorporation, the law stipulates that the convocation comprises the complete text of such proposals. The convocation of the General Meeting is to be accomplished within 10 days before the day fixed when the meeting is held.