Juridical perspectives on the increase of share capital of companies regulated by Law no. 31 of 1990; the entries registered within the trade registry regarding the increase of foreign participation in the share capital

• Author: Rodica Diana Apan - Miranda Petronella Vlad
• Position: Christian University of Bucharest, Romania, Faculty ofLaw Cluj Napoca - Christian University of Bucharest, Romania, Faculty ofLaw Cluj Napoca
• Pages: 40-60

Juridical perspectives on the increase of share capital of companies

regulated by Law no. 31 of 1990; the entries registered

within the trade registry regarding the increase

of foreign participation in the share capital

Associate professor Rodica Diana APAN

1

Associate professor Miranda Petronella VLAD

2

Abstract

The present study shall analyze the means and procedures employed for the

increase of the share capital of the companies regulated by Law 31 of 1990. The analysis

will reflect the means of capital increase and the nature of the potential financing sources

of the company in relation to each of these means. Since foreign investments are some of

the most elo quent engines of economic dynamics of the host state, the study intends to

relate the increase of sha re capital to the foreign investment in the share capital. From this

perspective, the study is to analyze the segment of entries concerning the increase of share

capital reg istered in the trade registry following the foreign investment in the capital, as

per number as well as per amount, revealing the monthly number and value between

2011-2015, revealing the number of entries as well as their amount, respectively the

amount by which the share capital was increased, viewed on a monthly basis but also per

each of the years analyzed. The study alos seeks to analyze the same segment of entries, but

this time at the level of county Cluj, similarly to the criteria of analysis used for the

national level. Thus, there were brought under analyze the level of entries on capital

increase registered in the trade registry following foreign investments in share capital, at

national level but also particularly for Cluj county. This analysis will enable to draw

conclusions regarding the co rrelations between the two segments, from the point of view of

the dynamics of foreign participation to the capital increase.

Keywords: share capital increase, trade registry, registration of new entries,

foreign direct investments.

JEL Classification: M21, K22

1. Introduction

The panorama of the sources of business financing reveals to us that

financing is carried out through further more complex sources. Amongst them we

can encounter the increase of share capital, in the case where, through certain

methods and procedures, financial resources are provided for the company. This

type of means of increasing the share capital, which attract the capitalisation of the

1

Rodica Diana Apan - "Dimitrie Cantemir" Christian University of Bucharest, Ro mania, Faculty of

Law Cluj Napoca, avocat.apan@gmail.com .

2

Miranda P etronella Vlad "Dimitrie Cantemir" Christian University of Bucharest, Romania, Faculty

of Economic Sciences Cluj Napoca, mirandavlad@gmail.com .

Juridical Tribune Volume 6, Special Issue, October 2016

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company, have a certain resonance, as they are carried out by foreign investors.

They confirm the favourable undertaking of positioning foreign investments in the

host state, which is a factor that generates the economic dynamics of the state.

2. Objectives and methodology of study

The notion of social capital is inherent in both sociology and economy.

From a sociological perspective social capital is defined as the sum of the

resources, actual or virtual, that accrue to an individual or a group by virtue of

possessing a durable network of more or less institutionalized relationships of

mutual acquaintance and recognition

3

.

From an economic perspective the existence of share capital is specific to

companies having legal personality, regulated by Law 31 of 1990 on trading

companies,

4

hereinafter called the Law, which are: general partnership, limited

partnership, limited partnership by shares, limited liability company, joint-stock

company, and also certain categories of professionals legal persons such as

cooperative company, cooperative organizations and European cooperative

companies.

For the legal personality companies regulated by the Law, the share capital

is the parametric value of the sum of contributions, irrespective of the of the means

by which they were materialized – financial contribution, contribution in kind, in

receivables, in industry, contributions through which associates/shareholders

participate to the set-up of the company.

5

The doctrine

6

in order to reveal the precariousness of the concept of social

capital makes reference to the prerogative of administrating a company,

considering that "this is everything, as this is the point where decisions are made

and put into practice. The more financial means the company possesses, the more

consolidated is the power of the administrators to decide the faith of the company."

In another doctrinary reflection

7

, the share capital is the one which reveals

the extent of the risks taken by the associates because to this extent – of the share

capital, the shareholders are liable for the obligations of the company.

3

Bourdieu, P. and Wacquant, J., 2001, Zaproszenie do socjologii refleksyjnej [An Invitation to

Reflexive Sociology], Warszawa: Oficyna Naukowa, p p. 104–105 apud Katarzyna Zajda, Problems

of functioning of Polish local action groups from the perspective of the social capital concept ,

“Eastern Eu ropean Countryside”, vol. 20, issue 1, 2014, p. 77. For other similar definitions, see

Katarzyna Zajda, op. cit., pp. 77-81.

4

Law 31 of 1990 on trading companies, published in the Official Gazette no.126 of 17.11.1990,

consolidated version of 01.02.2014.

5

an exegesis on the concept of share capital is rendered in Ion Turcu, Tratat teoretic si practic de

drept comercial, vol.I, Bucharest: CH Beck, 2008, pp. 356-360, and the roles and judicial regime

of the share capital can be foun d in Vasile Patulea, Finantarea societatilor comerciale, vol. I,

Resursele proprii.Capitalul social, Bucharest: Hamangiu, 2009, pp. 52-60.

6

Ion Turcu, op.cit, p. 356.

7

Stanciu D. Carpenaru, Gheorghe Piperea, Sorin David, Legea societăţilor comerciale. Comentariu

pe articole, ed.5, Bucharest: C.H.Beck, 2014, pp. 124-125.