As mixed companies, limited liability partnerships were designed to operate on the principle of unanimity in adopting decisions in the general assembly of partners.It gave the minority partner the right of veto, that means the right to oppose any major decisions, subsumed under the broad concept of „amendments of the articles of association”. This principle was abandoned first in fact, through the practice of the trade registry and then ...

This article has appeared from the need to know under what conditions of quorum and majority the general meeting of shareholders of a limited liability company (LLC) adopts decisions when, during its existence, the law changes in this regard.In other words, from the need to determine how the civil law is applied over time in the mentioned situation. The question was occasioned by the amendment of Law no. 31/1990 regarding companies (in t...

The Companies Law no. 31/1990 was amended by Law nr. 265/2022. The main object of Law no. 265/2022 is a new regulation of the activity of the trade registry, repealing the previous law, no. 26/1990. In addition to the register activity, Law nr. 265/2022 brings important changes to the corporate legislation. One of these changes is the possibility for the members of a limited liability firm to pay in instalments the shares subscribed when the f...

The control of the documents and the activity of the limited liability company is a personal non-patrimonial right that belongs to each associate, who does not also have the capacity of administrator, based on his quality and his legitimate interest in knowing the financial situation and the patrimonial evolution of the company. ...

The article examines the possibility of enforcement on the shares of a limited liability company owned by an associate who is also a debtor, given the recent changes to the Law on Companies no. 31/1990 trough Law no. 152/2015 amending and supplementing certain regulations in the field of registration in the trade register. The author concludes that these shares may not be freely enforceable even in the context of the new legislation, bringing ...

Since the activity of the company depends on the conduct of the associates and the manner in which they perform their statutory and legal duties, Law no. 31/1990 regulated the exclusion of the associates under certain circumstances for the purpose of protecting the company, but also the interests of the associates.Exclusion is a sanction against the associate who does not perform certain duties or causes a certain prejudice to the compan...