General issues concerning the assignment of social parts

• Author: Stela Mihailescu
• Pages: 256-259

GENERAL ISSUES CONCERNING THE ASSIGNMENT OF SOCIAL PARTS

Lecturer Stela MIHILESCU

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Abstract

By means of the pr esent study, we try to offer a thorough image and an a nalysis concerning the assignment

mode of social parts within a company having limited liability. The assignment of social parts is free and

unrestricted except for the cases provided by article 202, para graph 2 from Law no. 31/ 1990- the law of commercial

companies with further modifications and completions and the ones provided in OUG no. 54/ 2010 concerning some

measures for fighting fiscal evasion. By means of the assignment operation a tr ansmission is made up by an

assignment of social pa rts contr act towards one or more already associated per sons in the company or towards

other individual or legal persons who a re going to obtain the associate quality. The principle governing any

assignment is the one of goods circulation freedom, a freedom restr icted only by the public order a nd imperative

judicial norms.

Keywords: assignment, social parts, commercial society, assignor, assignee.

JEL Classification: K12

1. General considerations.

Professionals, the main actors of the economical scene, have business as an object of

activity. The category of the professionals isn’t limited only to the individual or the legal persons,

but it extends to the collective entities without legal personality, in this category being included

the company groups and civil societies without legal personality.

We are aware of the fact that it is extremely easy to make up a commercial society, but we

can hardly dissolve, liquidate and radiate that company.

The reasons for which economic agents wish more and more to give up a business can be

diverse: a difficult economic environment, a burdensome fiscality, misunderstandings between

the associates, unsatisfactory profits, the impossibility to realize the object of activity,

misunderstandings concerning the method of governing and managing the respective society etc.

We mustn’t omit the fact that there are economic agents who build serious businesses, who feel

when their business is on the roll and they start selling it at that moment, obtaining in this way a

maximum profit in an extremely short period of time. In the case that no dissolution, liquidation

or elimination of a commercial society is wanted, they can choose to sell the respective company.

This sale is realized by assignment of social parts.

The conditions of this procedure are quite complicated if we report to terms, costs, as well

as the necessary documents for realizing this operation.

For this reason, we consider that for small dimension businesses, it’s much simpler for the

economic agents to choose the dissolution, liquidation, elimination, and with regards to the

foundation, to choose the form of authorized individual person, individual enterprise or familial

enterprise.

2. Assignment of social parts in the case of limited liability companies.

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Stela Mihilescu, „Andrei Şaguna” University of Constana, stelamihailescu@yahoo.com