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 particular nature and the development of Tax Law in recent years in Romania is raising certain questions when it comes to Tax Law’s relationship with other procedures. In this contribution, the author analysis a case that was decided both by an insolvency court and a tax court, with the consequence that the same tax decision was considered both ineffective and effective from a legal point of view. ...

The paper addresses the legal challenges generated by the new configuration of the digital economy, in general, and in the European Union, in particular. The exponential development of digital services and the fabulous revenues thus generated raised the interest of governments to establish a rigorous tax treatment for these revenues, respecting the imperatives imposed by the principle of fair taxation but also to satisfy the rigors of budget ba...

A far-seeing creditor will try to avoid even from the outset the consequences of the insolvability of his debtor and of equality with the other co-creditors. In order to achieve this goal, the creditor will proceed to the establishment of some guarantees that will guarantee the recovery of his receivable.The prospect of their debtor’s insolvency makes some creditors even more diligent, in order to ensure themselves a favorable position in...

In the case that a fidejussor of the insolvent debtor files an application for registration of the receivable in the creditor table, he can only be registered with the paid part of the debtor’s claim. The fi dejussor who does not pay anything of the receivable for which he guaranteed cannot be registered in the table of receivables even with a conditional claim, and even less just simply, otherwise the result will be an artificial increase of ...

The amendment, in 2018, of the provisions of the Fiscal Procedure Code, with an impact on the regulation on insolvency, in the sense of allowing the assignment of budgetary receivables is one that could not remain unnoticed. The simple positioning of the budgetary receivable, one whose image is linked, par excellence, to the need to ensure a total and rapid satisfaction in the assets of the budgetary creditor, next to the legal figure of the a...

This article is based on a situation often encountered in practice in insolvency proceedings opened under Law no. 85/2014: the appointment of the insolvency administrator by the majority creditors / the majority creditor holding at least 50% of the creditors’ estate with voting rights at the first meeting of the creditors’ meeting, without taking into account essential aspects in the conduct of the insolvency proceedings that are important fo...

In the case of a company in the framework of the judicial reorganization procedure, for the smooth running of the procedure and in order to successfully close this procedure, it is possible to identify the need to amend the constitutive act of the debtor; this corporate event can be achieved by carrying out, in this special situation, two complementary legal procedures, specific to corporate law and insolvency law; in other words, such a chan...