Withdrawal and expulsion have effects not only over one’s position as a member of a company, by ceasing the membership, but also over the net assets of the issuer of the respective shares, own by the withdrawn or expelled member. These are acquired by the issuer, which either cancel them, either keep them as treasury.Due to the fact that members’corporate claims are satisfied over the very issuer, the question raised is the protection o...

Companies Act regulates two institutions with similar purpose for the recipient of the effects of these institutions – social capital of a company being set up or increase the capital of an existing company, in both versions through a execution of a contribution in kind. The need to distinguish between the two institutions, the partial division of the contribution in kind, has both theoretical and practical importance by identifying and ...

The article outlines the institution of separation of patrimony as regulated by the Companies Law no. 31/1990 in the context of analyzing the rules on division from a historical perspective, as well as from the perspective of European law and comparative law. It analyzes the separation of patrimony for the company’s benefit and the contribution in kind of a company, the distinction between the separation of patrimony and the contribution in k...