Introduction

The main Community legislation governing the European company or Societas Europaea (‘SE’) includes Council Regulation (EC) No 2157 of 8 October 2001 on the Statute for a European company (the ‘Regulation’) and Council Directive No 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees (the ‘Directive’).

The Regulation is directly applicable in all EU Member States (including Romania, starting 1 January 2007, the date of Romania's accession to the EU), although Romania has not adopted any national legislation implementing the Regulation. As regards the Directive, it was transposed into Romanian law by Government Decision No. 187 of 20 February 2007 on the information and consultation procedures and other modalities of employee involvement in the activities of a European company, effective 7 March 2007.

The Romanian legal framework regulating business organisations centres on the Companies Act 31/1990, as amended and republished (the ‘Companies Act’), complemented by the Capital Markets Law 297/2004, as amended (the ‘Capital Markets Law’), and the Trade Registry Law 26/1990, as amended (the ‘Trade Registry Law’), amongst others.

Due to the fact that the Regulation has yet to be implemented in Romania, no derogations from the Regulation, as concerns the thirty-two options afforded the Member States to impose certain limitations and restrictions, have been adopted.