Some specific aspects concerning the company by shares

• Author: Ana-Maria Lupulescu
• Pages: 79-90

Some specific aspects concerning the company by shares

Lecturer Ana-Maria LUPULESCU1

Abstract

The company by shares is the prototype of company of capitals, since this legal

form of company is set up and functions only based on the contributions made by the

associates, who are liable for the social obligations within the limits of these contributions,

so that the person of the associates or the trust between them is irrelevant. In exchange for

the contributions they make within the company, the shareholders receive negotiable

instruments, which can be transmitted freely. From this perspective, the company by shares

was conceived as a fo rm of organizing large-scale activities that require and concentrate

important funds, made available to the company by a large number of shareholders. These

significant aspects, which h ave influenced the legal regulation applicable to it,

characterized by excessive formalism, complicated an d strict rules, with countless

conditions imp osed by the law in order to p rotect both third parties and minority

shareholders, lead to the conclusion that this legal form of company is not appropriate for

small activities with a reduced number of associates, because the advantages of choosing

this form of company are not justified, as compared to the disadvantages it implies. Within

this context, we consider that an analysis of this form of company, even though is not

intended as exhaustive, but h ighlights particular significant aspects that underline its

juridical specificity, may appear important and particularly useful, both for analysts in law

and practitioners.

Keywords: company by shares, specific aspects, companies of capitals, limited

liability, General Meeting of Shareholders.

JEL Classification: K22

1. Introduction

The company by shares is the prototype of company of capitals2, since this

legal form of company is set up and functions only based on the contributions

made by the associates, who are liable for the social obligations within the limits of

these contributions, so that the person of the associates or the trust between them is

irrelevant. In exchange for the contributions they make within the company, the

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

anamarialupulescu@yahoo.com.

2 According to the traditional classification of the companies regulated by Law no. 31/1990

republished, a distinction is made between the companies of persons, whose setting up and

functioning are determined and based on the personal element, and the companies of capitals, in

which the personality of the associates is indifferent, and their setting up and functioning only take

into account the material element, namely the contributions of the associates.