Despre fundamentul juridic al obligaţiei asociaţilor de aportare la capitalul social al societăţilor (comerciale)
About the legal basis for the shareholders' obligation to contribute to the share capital of (commercial) companies

Summary/Abstract: One of the subjects dealt with in the specialized doctrine on (commercial) companies, particularly the French one, is that related to the obligation of partners/shareholders to contribute to the share capital of companies with one or more assets necessary for their set up. The obligation to contribute to the share capital is stipulated in the very definition of the company contract provided by the legislator in art. 1881 para. (1) of the Civil Code, according to which „by means of the company contract, two or more persons mutually undertake to cooperate in order to carry out an activity and to contribute to it through contributions in cash, in goods, in specific knowledge or services, with the aim of sharing the benefits or making use of the savings that may result”. Given that the forms of (commercial) companies are mentioned by article 1888 of the Civil Code, but regulated by Law No 31/1990 – the Companies Act, republished, as subsequently amended and supplemented, the question which prompts fundamental scientific research is as follows: in the field of (commercial) companies, the obligation to contribute arises from a contract named the „contribution contract” concluded between each shareholder and the (commercial) company or, on the contrary, there is a single contract, namely the „company contract”, a plurilateral contract concluded between each shareholder and the (commercial) company. This research is important both from a theoretical and practical point of view in order to observe and identify the limits of the principle of freedom of will of the parties that dominates the legal institution – the contract – as well as the mechanism of application of this principle to (commercial) companies.

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