The liability of directors towards the company arises whenever they breach the obligations assumed through the management contract or those provided by law. Law no. 31/1990, in Articles 70-73, outlines the legal framework for directors’ liability, emphasizing that the obligations and liability of directors are governed by the provisions on mandate and the specific rules set out in Law no. 31/1990. The liability action against directors...

General meetings adopt resolutions (a term used interchangeably with „decisions”) based on the quorum and majority requirements set forth by statutory provisions or the articles of association. In the case of limited liability companies (LLCs), the general rule is that of a double absolute majority – both of the members and of the share capital [Article 192(1) of the Companies Law]. Prior to the enactment of Law No. 265/2022, amendment...

The article explains the novelty introduced by Law no. 222/2023, which for the first time in Romania regulates the cross-border transformation of companies, in line with EU law. This mechanism allows a company to move its registered office to another EU member state and change its legal form without being dissolved, while still retaining its legal personality. The procedure has two stages: in the home state, the company must draft a tra...

The Companies Law prohibits shareholders who are directors from voting, including by proxy, on their discharge „or on a matter in which their person or administration would be at issue”. Article 126 regulates the generic conflict of interest between the shareholder and the company, when the directors are those who have prepared the financial statements and have every interest in being approved. The prohibition to exercise the right to vote is ...

The panoply of legal instruments which the legislator consecrates for reparation of damage and who cares to several branches of law can instill to the creditor the illusion of the possibility of simultaneously resorting to all of them or of establishing an order of their use according to subjective criteria.A concrete example in this regard will be analyzed in the present study and it concerns the matter of non-reimbursable funds face t...

The tax regime of the income obtained by individual real estate developers has been challenging for both taxpayers and tax authorities. Contradictory administrative doctrine on the applicable tax regime (whether tax on income from the transfer of real estate from own patrimony or tax on income from self employment activities is due) was sanctioned by the Amnesty Law No. 29/2018, but in practice cases of reclassification of the activity performe...

The proceedings before the Court of Justice of the European Union are characterised by the juridic multilingualism, the objective of which is to ensure the uniform interpretation and application of Union law, as well as to control the legality of acts of the Union institutions, bodies, offices and agencies. However, although viewed as a juridic and functional requirement, multilingualism also brings a series of complex difficulties and challen...

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...