Some specific aspects concerning the company by shares

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

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... (see full summary)

 
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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.

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