The bodies of the company are internal parts of the legal person through which it expresses its social will. The distinction between a legal entity and its organs can only be seen from within. Persons designated as members of a corporate body must be registered for advertising purposes. The legal representation of the legal person is the rule, unlike the legal representation of the natural person, where the exception is. The legal representati...

This article analyses, in two parts, the shareholders’ contributions to the legal capital of a company. This second part analyses: in-kind contributions; general aspects; utility of the contributed assets and partial payment of the shares; different in-kind contributions; contribution of a property quota; mixt contribution (part of the asset contributed and another part sold); contribution of shares; contribution of the spouses common assets; c...

This article analyses, in two parts, the shareholders’ contributions to the legal capital of a company. This first part analyses: the notion of contribution; subscription and payment of the shares; legal characteristics and types of subscription; aspects of private international law; default of payment of the shares subscribed; suspension of the exercise of the shareholders’ rights; damages and late payment; foreclosure of the default sharehol...

Limited liability of the shareholders is a fundamental concept of the companies, considering that currently, quasi-unanimity of them, are registered as Joint Stock Companies (Corporations) or Limited Liability Company. Limited liability means that the only one that is liable for the corporate debts is the legal person, not its shareholders. Limited liability works as a veil against the personal liability of the shareholders. Thus, the maximum...

This series of three articles, in three parts, analyses the issue of tax evasion, regulated by Law no. 241/2005 regarding the prevention and fighting tax evasion.This third (and last) part analysis the article that incriminates various forms of the proper tax evasion, respectively Article 9. Analyses also Articles 10 and 11, that applies to all criminal forms regulated by this piece of legislation.

This series of three articles, in three parts, analyses the issue of tax evasion, regulated by Law no. 241/2005 regarding the prevention and fighting tax evasion.This second part consists in commentary, article by article, of the crimes connected to the tax evasion, respectively Articles 3 – 8: reconstituting the accounting documents destroyed, refusal to present the legal documents and assets, physical barring the competent ...

This series of three articles, in three parts, analyses the issue of tax evasion, regulated by Law no. 241/2005 regarding the prevention and fighting tax evasion. This first part treats the common aspects of the crime: regulating, notion, through the definition of the terms like fiscal duty, taxes, fiscal base, defined in the Fiscal code and Fiscal procedure code. Considering that not any erosion of the fiscal base, by the tax payer, represent...

This study, in three parts, is dedicated to the bankruptcy crimes, simple and fraudulent, and regulated by articles art. 240-241 pf the Penal Code. This third part approaches the fraudulent bankruptcy crime. The active subject, although, de jure, not qualified, de facto is an executive within the debtor-legal person. Legal object is analyzed through the constitutive content of the infraction, which regulates three alternative ways of accomplis...

This study, in three parts, is dedicated to the bankruptcy crimes, simple and fraudulent, and regulated by articles art. 240-241 of the Penal Code. This second part approaches the simple bankruptcy crime. A natural person and a legal representative of a legal person can be active subject of the infraction, but not the legal person. A focus is made on the legal representative, to define such term with implications both civil and penal, as well ...

This study, in three parts, is dedicated to the bankruptcy crimes, simple and fraudulent, and regulated by articles art. 240-241 pf the Penal Code. This first part approaches common aspects of both infractions, in a historical (chronological order), respectively in the Bankruptcy law , then in Companies law, then back in the Bankruptcy law, and currently in the Criminal law. Then are analyzed the constitutive elements of the bankruptcy crimes...