Consideraţii teoretice şi practice privind regimul juridic al părţilor sociale
Theoretical and practical considerations regarding the legal regime of the social parts

Summary/Abstract: The limited liability company is probably the most widespread form of company in Romania. From a diachronic perspective, the legal regime of the social parts was insufficiently clear regulated by the Law no. 31/1990 and other laws, which generated doctrinal controversies and varied jurisprudence, aspects that are not likely to encourage the local business. Undoubtedly, this legal regime was significantly clarified by Law no. 152/2015 amending the Law no. 31/1990. To the same extent, the amendments brought by Law no. 223/2020 (especially the non existence of a minimum value of the share capital when setting up an LLC) should be highlighted. Besides the main traits of the social parts, the present study aims at analyzing the possibility of a more consistent use of the usufruct on the right to vote over a social part, in connection with the prior existence of a mortgage on the social parts. This aspect is not entirely new, being regulated (in relation to the shares), by the former Article 124 from the Law no. 31/1990. Moreover, there is also the Article 741 of the Civil Code which allows the establishment of the usufruct regarding the voting right related to the shares, social part, an aspect that may be of interest to the business environment, theoreticians and law practitioners.

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