The final purpose of any action of legal reorganization is to save the company in temporary payment incapacity from bankruptcy.
The manner how the company intends to avoid the bankruptcy should be presented in order to be approved by the creditors, as a document bearing the name of – Reorganization Plan.
In fact, this is a business plan having all its characteristics. The main difference is that instead of presenting this plan to a bank or to another financial investor, it shall be subjected to the approval of the persons to whom the company owes already money, namely the creditors.
CINE POATE DEPUNE UN PLAN DE REORGANIZARE?
- Societatea debitoare, prin administratorul special si cu acordul adunarii generale a actionarilor/asociatilor in termen de 30 de zile de la afisarea tabelului definitiv al creantelor;
- Administratorul judiciar (in acelasi termen);
- Unul sau mai multi creditori detinand impreuna cel putin 20% din valoarea totala a creantelor;
- Nu va putea propune un plan de reoganizare debitorul care intr-un interval de 5 ani anteriori a mai fost subiectul unei proceduri de insolventa (si nici daca a contestat deschiderea procedurii la cererea creditorului).
WHO CAN SUBMIT A REORGANIZATION PLAN?
- The debtor company, by the special administrator and with the approval of the general meeting of associates / shareholders, in term of 30 days after the presentation of the final table of receivables;
- Legal administrator (within the same term);
- One or several creditors that hold together at least 20% from the total value of receivables;
- It cannot submit a reorganization plan the debtor who in the last 5 years has already been the subject of an insolvency procedure (nor if it contested the opening of the procedure, upon the creditor’s request).
WHAT SHOULD CONTAIN A REORGANIZATION PLAN?
- The plan can provide the restructuring and continuation of the debtor company’s activity or the liquidation of some goods from its assets, or a combination of these two.
- The plan shall specify the company’s recovery perspectives, the funding means, the market request;
- The reorganization plan shall compulsory provide the payment program of receivables. The payment proposed by the reorganization plan can be total or partial.
The reorganization plan shall compulsory provide:
- Categories of receivables that are not favored;
- Treatment of not favored receivables;
- What compensations shall be due to all the categories of creditors, compared with the amounts these would have received in case of bankruptcy;
- If the debtor keeps fully or partially the management of its activity;
- The sources for the financial resources.
The reorganization plan can last maximum three years and shall be subjected to the vote and approval of the creditors’ meeting. It cannot participate to voting the plan the creditors that have not been included in the final table of receivables, these being considered without rights and the creditors from the group of subordinated creditors.
The plan shall be certified by the bankruptcy judge if there are fully fulfilled the following conditions:
- in case there are 3 or 5 categories of creditors that have voting rights on the plan, this is considered accepted if at least 2 or 3 vote the plan, and at least 30% from the total of the statement of affairs vote the plan;
- in case there are 2 or 4 categories or creditors that have voting rights on the plan, this is considered accepted if at least 1 or 2 vote the plan, and at least 30% from the total of the statement of affairs vote the plan;
- each category that is not favored and dismissed the plan shall be subjected to a correct and fair treatment (they receive money only in case of bankruptcy)
Development of the legal reorganization during the plan
- Once confirmed the plan by the order of the bankruptcy judge, the debtor’s activity shall be adequately modified. The certified plan shall be considered a final order against the debtor company.
- During the procedure, the company shall be leaded by the special administrator (representative of shareholders / associates) under the supervision of the legal administrator.
- If the debtor does not comply with the reorganization plan, the legal administrator, the creditors’ committee or any of the creditors may request the bankruptcy judge the opening of the bankruptcy procedure.
- Quarterly, the debtor, by the legal administrator or special receiver, shall present the reports of the creditors’ committee. These reports shall be submitted also to the Law Court Register, being available for all creditors.
You can exit the legal reorganization in two ways:
- By terminating the reorganization and bringing the company in its normal state as trader or by entering the bankruptcy. In both cases, the transfer from one state to the other shall take effect by the order of the bankruptcy judge.
- In case of bankruptcy, the activity of the trade company shall be stopped and, in the shortest time, the liquidator shall sale all its assets, cash the company’s receivables and the obtained amounts shall be distributed among creditors. In case that after distributing the amounts to creditors, there are any amounts available, these shall be distributed among shareholders / associates.