Considerations Concerning The Dissolution Of Companies

• Author: Ana-Maria Lupulescu
• Position: Department of Law, Bucharest University of Economic Studies, Romania
• Pages: 208-215

CONSIDERATIONS CONCERNING THE DISSOLUTION OF COMPANIES

Lecturer Ana-Maria LUPULESCU1

Abstract

The dissolution ends the existence of the company, representing the first stage of this process. Once dissolved,

the company survives only for the needs of its liquidation, and upon completion of these liquidation operations, its

existence ceases permanently. Similar to it s setting-up, the termination of the existence of the co mpany is a process that

lasts in time, ha ving a variable duration, in order to carry out operations that are indispensable in order to put an end

to the existence of the entity created by the company contract. The dissolution , followed generally by liquidation, does

not apply only in relation to the termination of the existence of companies h aving legal personality. On the contrary, the

cessation of companies witho ut legal personality implies the same process. Therefore, the dissolution is not necessaril y

related to the legal personality of the company. Moreover, even in the case of companies having legal personality, the

dissolution does not, by itself, lead to the end of the legal person, because this one survives, but in another, more

restricted form, limited to the performance of the liquidation operations. The present paper does not intend to analyze,

in an exhaustive manner, the matter of the dissolution of companies, but only to emphasize some aspects which may be

relevant both for theoreticians of law, but also for practitioners. This analysis is partic ularly useful in the context in

which a certain conceptua l and terminological inconsistency can be noticed between the regulation contained in the

Civil Code and the one provided by the special laws on companies.

Keywords: company, dissolution, termination, grounds of dissolution, effects.

JEL Classification: K22

1. Introduction

The dissolution ends the existence of the company, representing the first stage of this

process. Basically, as a principle, once dissolved, the company survives only for the needs of its

liquidation, and upon completion of these liquidation operations, its existence ceases permanently.

Similar to its setting-up, the termination of the existence of the company is a process that lasts in

time, having a variable duration, in order to carry out operations that are indispensable in order to

put an end to the entity created by the company contract. This process is initiated by the dissolution

of the company.

First of all, it should be mentioned that the dissolution, followed generally by liquidation,

does not apply only in relation to the termination of the existence of companies having legal

personality. On the contrary, taking into account the provisions of art. 1930-1948 Civil Code, the

cessation of companies without legal personality implies the same process. Therefore, the

dissolution is not necessarily related to the legal personality of the company. Moreover, even in the

case of companies having legal personality, the dissolution does not, by itself, lead to the end of the

legal person, because this one survives, but in another, more restricted form, limited to the

performance of the liquidation operations.

Concerning the dissolution of companies, we emphasize, as mentioned above, that the new

Civil Code2 establishes an express regulation for this institution. However, with reference to the

dissolution of the companies regulated by Law no. 31/1990 republished3, the special regulation

contained in art. 227 – 2371 of this normative act also subsists. In addition, the dissolution of the

cooperative companies is accomplished under the conditions provided by art. 82-84 of Law no.

1/2005 regarding the organization and functioning of the cooperation4. The new Civil Code also

contains, in art. 245-249, an express regulation for the dissolution of the legal person, and these

legal provisions may have vocation to apply in the silence of the special law regulating the

companies with legal personality.

1 Ana-Maria Lupulescu – Department of Law, Bucharest University of Economic Studies, Romania, anamarialupulescu@yahoo.com.

2 Law no. 287/2009, republished in the Official Gazette of Romania, Part I, no. 505/15.07.2011.

3 Republished in the Official Gazette of Romania, Part I, no. 1066/17.11.2004.

4 Republished in the Official Gazette of Romania, Part I, no. 368/20.05.2014.