Secret Voting In General Shareholders' Meetings

The corporate functioning rules for joint stock companies have been repeatedly altered by Romanian legislation, especially in relation to the governing structures of companies, such as shareholders' assemblies and management bodies.

General shareholders' meetings (GSMs) have been described by doctrine and jurisprudence as the "supreme governing body of a company" (Companies' Law 31/1990). This law sets out rules which determine the attributions and functioning mechanisms of GSMs, particularly for joint stock companies.

Even if all the elements of a GSM are covered by jurisprudence, there are inevitably some elements which are not clearly addressed at a legislative level. For some of these elements, company practice frequently finds solutions which may be accepted by jurisprudence and may even subsequently be converted into law.