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
SUMMARY

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 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... (see full summary)

 
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Aspects concerning the lengths of the excluded shareholder’s liability
towards third parties in the case of limited liability companies in
Romania
Andreea STOICAN
1
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
1
Andreea Stoican - Member of the Bucharest Bar, Romania, andreeastoican@yahoo.co.uk .

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