Romania: the par floor and a three-quarters quorum

By Nadja Zehnder Published 12 August 2026 Last reviewed 12 August 2026

Screen verdict

Tier: Constrained — the structure works only with a material modification.
Confidence: Low — no national primary source was opened. Read this page as a screen to be confirmed with local counsel, not as a finding.
Governing rule: Law 31/1990 Art. 92(1) (no issue below nominal value) read with Art.
Local terms: obligaţiuni convertibile în acţiuni (bonds convertible into shares); majorare de capital social (share capital increase); drept de preferinţă (preference/pre-emptive right); ridicarea dreptului de preferinţă (lifting the preference right); plasament privat (private placement); AGEA - adunarea generală extraordinară a acţionarilor (extraordinary general meeting); valoare nominală (nominal value); capital autorizat (authorised capital); Monitorul Oficial (Official Gazette); Depozitarul Central

Screened August 2026; this market's screen entry last reviewed 12 August 2026. A market page is a statement of law, not of capability: publishing it is not a representation that the structure is available in this market. The full screen is published as a machine-readable file.

Romania permits a convertible bond, but not on terms an outside investor can price at a drawdown. Law 31/1990 forbids issuing shares below nominal value, sets the minimum par at RON 0.10, and lets the extraordinary general meeting lift the preference right only in front of shareholders holding three-quarters of the subscribed capital.

Key takeaways

The par floor is textual and absolute. Law 31/1990 Art. 92(1): „Acţiunile nu vor putea fi emise pentru o sumă mai mică decât valoarea nominală.” Art. 93(1) puts the statutory minimum at 0,1 lei.
Lifting the preference right needs a three-quarters quorum, not a three-quarters vote. Art. 217(3): the resolution is taken in the presence of shareholders representing three-quarters of the subscribed capital, by a majority of those present, on a written board report that must give the reasons and the method of determining the issue value (Art. 217(2)).
One month is the statutory minimum preference window. Art. 216: the period to exercise the drept de preferinţă may not be less than one month from publication in the Monitorul Oficial, Part IV. Art. 216¹ extends the right to convertible bonds.
Authorised capital is capped and clocked. Art. 220¹: capital autorizat may not exceed half the subscribed capital and runs for no more than five years, but it may carry the power to lift the preference right.

Nominal value is the floor, and RON 0.10 is not a theoretical number

Every EU company law carries the Article 47 rule that shares may not be issued below nominal value. In most member states it is inert, because par sits at a fraction of a cent. Romania is different: Article 93(1) of Law 31/1990 fixes the statutory minimum at 0,1 lei, and issuers on the Bucharest exchange's AeRO growth segment trade at or near that level.

For those companies the sequence inverts. Before a discounted subscription can be lawful, a nominal-value reduction has to pass the adunarea generală extraordinară a acţionarilor and the Trade Registry — a separate corporate action with its own creditor-protection timetable, and it comes first.

Article 217 asks for the method, then makes the room hard to fill

Article 217(1) reserves the decision to the extraordinary general meeting alone. Article 217(2) requires the consiliul de administraţie or the directorat to put a written report before it setting out the reasons and the way the issue value of the shares is determined. A method, not necessarily a price.

Article 217(3) is where the structure stalls. The resolution is taken „în prezenţa acţionarilor reprezentând trei pătrimi din capitalul social subscris”, with a majority of those present. That is an attendance test, not a voting test, and on a Romanian register with a wide float and low turnout it is the hardest thing in the transaction to deliver. An issuer that cannot fill the room cannot remove the preference right, whatever the investor will pay.

The four gates between a Romanian term sheet and a tradable share
Gate	What it requires	Who controls the clock
Par	Issue price at or above nominal value (Art. 92(1)); minimum par 0,1 lei	The issuer, via a capital reduction if it is under water
Preference right	Lifted by the extraordinary meeting on a written board report, three-quarters quorum (Art. 217)	The register — attendance, not consent
Timing	If the right is preserved, at least one month from Official Gazette publication (Art. 216)	The Gazette
Tradability	Trade Registry, then Depozitarul Central, then admission	Three registries in sequence
Rule summaries as at 12 August 2026. Not an offer, a quote, or a rate card.

Why a tranche-by-tranche facility does not fit, and what does

A drawdown structure prices off a short measurement window and funds within days. Where the drept de preferinţă survives, Article 216 gives shareholders at least one month from publication in the Monitorul Oficial to take up their entitlement. A one-month statutory window per tranche and a VWAP window measured in days do not fit, so the right has to be removed in advance rather than tranche by tranche.

The mechanism that does that is capital autorizat. Article 220¹ lets the board be authorised to increase the subscribed capital up to a stated nominal amount for no more than five years, and the authorisation may also confer the power to limit or remove the preference right. The ceiling is half the subscribed capital at the moment of authorisation. It is Romania's only route with a cadence, and it is sized once.

Where the listed-issuer overlay sits

Law 24/2017 and the ASF sit on top of Law 31/1990, not instead of it. No article of Law 24/2017 is cited on this page: the text could not be opened against a primary host during research, and a widely repeated waiver majority attributed to it was not seen in the statute. Treat the listed-company overlay as an open item for Romanian counsel.

Resale: three registries, in order

Romania imposes no statutory holding period on privately subscribed shares. The delay is structural. The increase is recorded at the Trade Registry, the shares are registered with Depozitarul Central, and only then are they admitted to trading, with the ASF involved and either an approved prospectus or an exemption. Each step depends on the one before it, so a Romanian financing should never carry a promised free-trading date. The instructive contrast is a market where the registration statement itself does the work — see resale registration on Form S-1.

General information, not legal advice. Articles 92, 93, 216, 217 and 220¹ were read in Romanian in a consolidated text; the minimum nominal value should be re-confirmed against the current consolidation. No article of Law 24/2017, no ASF regulation and no BVB or AeRO rulebook provision was opened. Take advice from qualified Romanian counsel.

The first Romanian question is not the discount. It is whether your shares trade above your own nominal value, and whether you have ever filled a three-quarters quorum. Send both, with the segment. Read across to convertible debentures and private placements by a public company.

Primary sources

Financing a Romanian listed issuer: frequently asked questions

Why does nominal value matter so much to a Romanian small cap?

Because Article 92(1) of Law 31/1990 says shares may not be issued for a sum lower than their nominal value, and Article 93(1) puts the statutory minimum at 0.1 lei. Companies on AeRO trade near that level, and an issuer below its own par cannot lawfully price a discounted issue until the nominal value is reduced first.

What does it take to lift the preference right in Romania?

Article 217 reserves the decision to the extraordinary general meeting. The board or the directorate must put a written report before it giving the reasons and how the issue value of the shares is determined, and the resolution is taken in the presence of shareholders representing three-quarters of the subscribed capital, by a majority of those present.

Can a Romanian issuer run a drawdown facility with an investor?

Not tranche by tranche on the ordinary route, because the preference right carries a minimum exercise period of one month from publication in the Official Gazette. The only mechanism with a usable cadence is authorised capital under Article 220 index 1, where the meeting delegates the increase and the power to remove the preference right in advance.

How long until privately subscribed Romanian shares can be sold?

There is no Romanian statutory holding period. The delay is administrative: the increase is recorded at the Trade Registry, the shares are registered with Depozitarul Central, and only then are they admitted to trading with the ASF involved and either an approved prospectus or an exemption. That chain is sequential and no timeline should be treated as promised.