General Details About Extrastatutory Conventions

AuthorAndreea Purcea - Rezeanu
Pages140-144
GENERAL DETAILS ABOUT EXTRASTATUTORY CONVENTIONS
PhD. student Andreea PURCEA REZEANU1
Abstract
Statutory and extra-statutory conventions are contracts, plurilateral (thus, typically, voting unions), or
corresponding services (typica lly blockades): a common feature is that they remain foreign both to society and to
associations and third parties who are not part of it. The rules laid down in the Italian Civil Code to Articles 2341-bis
and 2341-ter only deal with conve ntions aimed at stabilizing the joint stock company which is the subject of such
agreements: these provisions provide for lasting limits (when stipulated for a specified period, can not exceed three
years, whereas for an indefinite period, each pa rty may give up an ad with a notice of one hundred and eighty days)
and, by limiting ourselves to the so-called open societies, advertising obligations (communication to the company and
declaration at the opening of the assembly). There is no restriction, however, on the form that the parties may ado pt for
the purpose of that stipulation.
Keywords: general notes; extrastatutory conventions; contracts; associate.
JEL Classification: K22
1. Introduction
This article attempts to bring together, as the title says, general data on statutory and,
implicitly, extrastatutory agreements of commercial law. As this part of the law can already be
considered autonomous, after the unification of commercial and civil law, I considered it useful and
even welcome on the specialized market.
Unlike other articles published in this field, the explanations of the terms covered by this
paper cover the future stage of Romanian legal evolution.
In the elaboration of the present paper I have taken into account some tendencies and
conceptions regarding the current doctrine and legislation in Romania and, of course, other
European countries.
The legal research will aim at gathering the principles, stages, methods, techniques and tools
of investigation and scientific knowledge of legal phenomena, playing an important role in the final
outcome of the project.
The actual research will consist of documenting, debating and proposing solutions to
problems and gaps in both doctrine and legislation and jurisdictions.
When we talk about commercial law, about everything that surrounds it, we think that in a
way we are limited, that the commercial law in our country could be more open, with more
possibilities and more "loopholes" for both for associates and for companies themselves.
As a result, the study of extraordinary conventions aims to be novelty in the commercial
field, to be "fresh air" for the principles of commercial law of wide applicability, especially on
some practical aspects, resulting from disputes generated in connection with this matter.
A balance must be found between creativity and consistency, between transmitting the
complete message without going into the profound theoretical details and discussions, limiting
ourselves to finding and explaining new methods, facilitating and improving our commercial law
system and beyond.
Finally, the theme chosen is of broad interest, related to one of the most important areas of
law, and will provide both practitioners and professionals with the information they need to
understand, use and enforce statutory and extra-statutory conventions.
2. General data
Statutory and extra-statutory conventions are contracts that represent an instrument through
1 Andreea Purcea-Rezeanu Faculty of Law, University of Craiova, Romania, purcea_andreea@yahoo.ro.

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