TRANSMISIUNEA PĂRŢILOR SOCIALE PRIN SUCCESIUNE, OSCILÂND ÎNTRE LEX SUCCESSIONIS ŞI LEX SOCIETATIS
THE TRANSMISSION OF THE SOCIAL PARTS BY SUCCESSION, BALANCING BETWEEN LEX SUCCESSIONIS AND LEX SOCIETATIS

Summary/Abstract: When processing a succession procedure involving elements situated abroad, whereby the shares of a limited liability company are part of that estate, the Romanian Public Notary will establish the order of succession based upon the applicable law for succession (lex successionis). The connection for lex successionis is the last habitual residence of the natural person, however, the natural person can decide to apply the national law of his/her country of origin. According to lex successionis, the heirs will be determined, nevertheless they will not automatically become associates (partners) of the limited liability company. Becoming an associate of the limited liability company is regulated based upon the laws which govern the charter (the articles of incorporation) of the legal person (lex societatis), this being a matter of the functionality of the society, but not the transmission of the assets through succession (estate division) which occurs anyway, but a consequence of the order of succession. The two laws can belong to two different national law systems. In the eventuality that the Romanian law is applied, we have tried to clarify certain controversial elements by presenting interpretations of the legal doctrine or legal practice, hence even daring to formulate de lege ferenda proposals. However, we have also penned out a comparison with the substantive French Company Law, for the hypothesis in which De Cuius has shares in a limited liability company incorporated in France.

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