In the dynamics of corporate relations, practice clearly reveals the solution of transferring shares through gratuitous transfers, instrumented, for reasons of speed and efficiency, in the form of a document under private signature. This path, apparently unconventional, from the perspective of the rigors imposed on liberalities in civil law, finds its justification in the specifics of the corporate order, where the social will and the statuto...

Amid increasingly intense tax audits and the sometimes rigid enforcement of norms by fiscal authorities, the issue of liability in VAT deductions and expense rejections has grown significantly in relevance. Authorities often cite – albeit indirectly – Article 6(2) of Accounting Law no. 82/1991 to justify the penalization of corporate taxpayers for formal irregularities committed by suppliers, upstream partners, or accounting personnel, includi...

Public authorities strive to maximize the collection of revenues to the public budget, an attitude that meets the legitimate resistance of taxpayers and their efforts to preserve their own patrimony. Among the scenarios used by the state to effectively manage this resistance, there are some that raise intense arguments both from a theoretical and jurisprudential perspective. The state’s responsibility for ensuring the financial well-being of le...

This article explores the legal and fiscal framework for setting the price of share transfers in limited liability companies (LLCs), balancing contractual freedom with tax authority oversight. Drawing from German doctrine (GmbH law and MoMiG reform), we analyze the legal nature of shares, including intra-family transfers under Romanian Law no. 346/2004. The paper reviews recognized business valuation methods (asset-based, income-based, and mark...

The judgment of the Court of Justice of the European Union (CJEU) of 17 October 2024, delivered in Case C-701/22 AA SRL v. Ministry of European Funds, marks a significant moment in shaping the relationship between national procedural autonomy and the obligation of Member States to ensure the effectiveness of EU law. Through this preliminary ruling, the Court explicitly recognizes the right of beneficiaries of non-reimbursable funds to receive...

The partners are granted the right, under the conditions and quorum provided by the articles of incorporation, to decide on the modification of the company by adopting a resolution to that effect. For example, they may decide on the dissolution of the company, which can be carried out with or without liquidation. If the partners declare that there are no outstanding claims or that an agreement has been reached with the creditors regardi...

The recognition of the priority of the rules of the Tax Code regarding the budgetary receivables established by judicial decisions rendered in criminal matters arising from the commission of criminal offences, that is: the amounts of compensation for material damage, fines, judicial expenses and confiscated amounts, does not mean that their forced execution can be done anyway. We are talking about the imperative nature of the insolvency...

The traceability of mortgages established on the debitor`s asset in a perpetually topical topic in relation to the activity of enterprises in particular in the pre-insolvency phase; following the legal course of the mortgage institution, whether movable or immovable, is of theoretical and practical interest both for ensuring the protection of the creditor`s rights of this institution, and for managing the assets of the debitor in financial diff...

The article seeks to highlight the ongoing tension between the fundamental freedoms underpinning the European Union’s internal market and the Member States’ desire to safeguard their own cultural or economic interests through fiscal measures. In this context, the analysis focuses on the Amazon case, currently pending before the Court of Justice of the European Union, concerning the compatibility with EU law of the fixed €3 fee imposed i...

The pressure exerted by a creditor invoking a penalty clause included in a contract recognized by law as enforceable is a familiar scenario for both bailiffs and judges in enforcement courts. Bailiffs may encounter it even more frequently, especially when they manage to persuade creditors – based on judicial practice known to enforcement bodies – that the chances of obtaining approval for forced execution are rather slim. Even more unpl...