Open AccessLimited Liability Companies in Romania: De Lege Lata Clarifications and De Lege Ferenda Proposals in Regard to the Forced Execution of ‘Social Parts’ for the Personal Debts of an Associate
Author(s) -
Emőd Veress
Publication year - 2020
Publication title -
central european journal of comparative law
Language(s) - English
Resource type - Journals
eISSN - 2732-1460
pISSN - 2732-0707
DOI - 10.47078/2020.1.195-208
Subject(s) - limited liability , liability , creditor , romanian , context (archaeology) , german , business , debt , interpretation (philosophy) , law and economics , law , accounting , political science , economics , finance , computer science , paleontology , linguistics , philosophy , biology , history , archaeology , programming language
The limited liability company is the most prevalent form of company in Romania. It is similar to the French S.A.R.L. (société à responsabilité limitée) or the German GmbH (Gesellschaft mit beschränkter Haftung), but important differences can be identified in the context of this type as it exists in Romania. This article focuses on a single but very important problem: Can the creditors of associates of limited liability companies enforce their claims by selling or acquiring participation in the limited liability companies of their debtors? And, if so, under what conditions? The problem of de lege lata is controversial, and the author seeks to offer a plausible interpretation of the existing norms, which make the rule effective but, at the same time, preserve the essential and traditional features of the limited liability company. In addition, several alternatives to de lege ferenda proposals are suggested, making this study a valuable contribution to the future development of Romanian company law and offering insights for further comparative research.