Aspects concerning the lengths of the excluded shareholder's liability towards third parties in the case of limited liability companies in Romania

• Author: Andreea Stoican
• Position: Member of the Bucharest Bar, Romania
• Pages: 100-107

Aspects concerning the lengths of the excluded shareholder’s liability

towards third parties in the case of limited liability companies in

Romania

Andreea STOICAN

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Abstract

In the current context of reinventing the trading company law, at the end of a

lengthy and extremely difficult eco nomic crisis, when every participant in the economic life

tried to find their own way to adapt and make their activity survive the new social and

commercial realities, not few were the cases when some of the Shareholders were excluded

and their liability was drawn onto the legal person itself. Nevertheless, there is a type of

legal liability of the former Shareholders, excluded from the Company, that still is quite

deficiently regulated and, despite the sound argumentation and comprehensive regulation

of Law no. 31/1990, it fails to provide a clear and detailed explanation of the

consequences, namely, of the consequences the exclusion of a Shareholder has over the

Third Parties of good-faith that the legal person (the Comp any) had or continues to have

legal relations with. This paper thus aims at an alysing one of the main effects of excluding

Shareholders from the company, namely the exten t of their liability towards the Third

Parties, and it is structured in five parts, as follows: 1) Introduction, 2) About the

Shareholders’ exclusion, 3 ) The effects of excluding a Sha reholder from the Limited

Liability Company, 4) The excluded Shareholder’s liability towards the Third Parties and

5) Conclusions.

Keywords: exclusion, affectio societatis, case studies, true and just causes, liability

JEL Classification: K22

1. Introduction

The direct consequence of the legislative reform started in 2011, with the

entry into force of the New Civil Code, certainly was the adoption of a monist

private law system at the level of the Romanian legal system. However, we cannot

even now clearly speak about a perfect transition achieved by unifying the civil law

rules with the rules of other private law branches. Given that numerous regulations,

especially civil law regulations, survived, and we refer here mainly at the

provisions of the Company Law no. 31/1990, whose efficiency cannot be

challenged, but not only, the commercial law anatomy cannot perish in the near

future even when facing the law-maker’s attempt at removing this law branch.

In the current context of reinventing the trading company law, at the end of

a lengthy and extremely difficult economic crisis, when every participant in the

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Andreea Stoican - Member of the Bucharest Bar, Romania, andreeastoican@yahoo.co.uk .