Considerations concerning the functioning of the simple company

Author:Ana-Maria LUPULESCU PhD
Position:Lecturer
Pages:142-151
SUMMARY

This approach proposes an analysis of the legal rules applicable to the simple company, especially emphasizing significant issues concerning its functioning. The utility of such an approach is obvious, at least given the fact that, according to the legislator's express option, the rules on the simple company constitute the common law in relation to companies, being applicable in the silence of... (see full summary)

 
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Considerations concerning the functioning of the simple company
Lecturer Ana-Maria LUPULESCU
1, PhD
Abstract
This a pproach proposes an analysis of the lega l r ules a pplicable to the simple
company, especially emphasizing significant issues concerning its functioning. The utility of
such an approa ch is obvious, at least given the fact that, a ccording to the legislator 's
express option, the rules on the simple company co nstitute th e common law in rela tion to
companies, being applicable in the silence of the special law regulating other forms of
companies. The main char acteristic of the simple company is that this form of company has
no legal personality. Therefore, the simple company con tract produces juridical effects
between associates, and even towar ds thi rd parties, but it does not create a new legal
person distinct from its members. This a spect implies significant par ticularities in relation
to the rules tha t govern the functioning of the simple company, as emphasized below.
Keywords: simple company, functioning, parts of inter est, the r ights of the
associates, a dministration.
JEL classification: K22
1. Introduction
This approach proposes an analysis of the legal rules applicable to the
simple company, especially emphasizing significant issues concerning its
functioning. The utility of such an approach is obvious, at least given the fact that,
according to the legislator's express option, in accordance with the provisions of
article 1887 paragraph 1 Civil Code2, the rules on the simple company constitute
the common law in relation to companies, being applicable in the silence of the
special law regulating other forms of companies.
Taking into account the legal provisions which govern it, and especially
article 1881 of the Civil Code, the simple company may be defined as a contract by
which two or more persons agree, in return for the participation in the profits and
losses that might result, to perform together common economic activities,
contributing to the performance of these activities through contributions in money,
in kind or in industry. Therefore, the simple company has a lucrative patrimonial
goal, because the associates want to pursue a common economic activity and to
participate in it with contributions, in order to obtain and share the profit or use the
economy that might result.
1 Ana-Maria Lupulescu - Bucharest University of Economic Studies, Law Department,
anamarialupulescu@yahoo.com.
2 Law no. 287/2009, republished in the Official Monitor of Romania, Part I, no. 505 of 15 July 2011.

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