Some aspects concerning the reorganization of companies within the context of the legal regulation in force

• Author: Ana-Maria Lupulescu
• Pages: 60-68

Some aspects concerning the reorganization of companies

within the context of the legal regulation in force

Lecturer Ana-Maria LUPULESCU1

Abstract

The merger, division and separation of companies, within the meaning of Law

no. 31/1190 repu blished, represent from a juridical point of view ways of reorganizing the

companies with legal personality, through which there are accomplished, in an economic

perspective, a number of strategic options for restructuring, rationalization of internal

organization of the participating entities, the co ncentration of activities and capital in

order to better respond to economic realities. Aware of the importan ce of these operations,

the legislator has been working constantly to create a coherent legal framework adequate

to achieve them, by simplifying the applicable procedure and eliminating any obstacles or

constraints, at least of a legislative nature.

Equally, given that companies go verned by Law no. 31/1990 republished are legal

persons, the juridical regime applicable to mergers, divisions and separations involving

these companies has to be defined and interpreted in the broader context of the general

regulation applicable to the reorganization of legal persons, as it is contained in the new

Civil Code.

Keywords: companies, reorganization, merger, division, separation

JEL Classification: K22

1. Introduction

Although by the adoption of the new Civil Code2, the Romanian legislator

has intended to accomplish the unification of private law, in company field it

contains only the general regulation applicable to all companies, while maintaining,

outside the Civil Code, the special legislation applicable to different categories of

companies with legal personality. It is mainly the ca se of legal provisions

contained in the Companies Law no. 31/19903. This objectionable legislative

option that does not take into account the example of other modern legislations of

monist approach, such as the Italian system of law, creates a number of difficulties

both to the interpreter and the practitioner regarding the necessary relations and

correlations which must exist between t he general rules applicable to companies

and the special regulation. Equally, within T itle IV - The legal person of Book I –

About persons, the Civil Code regulates the legal person and these legal provisions

1 Ana-Maria Lupulescu – Bucharest University of Economic Studies, Law Department,

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.