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
SUMMARY

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 eloquent engines of economic dynamics of the... (see full summary)

 
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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
41
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. 104105 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.

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