Societatea înfiinţată de către un soţ cu aporturi neconsimţite de către celălalt soţ. Nulitatea societăţii, daune-interese şi alte soluţii practice
Company set up by one spouse with non-consensual contributions by the other spouse. Corporate nullity, damages and other practical solutions

Summary/Abstract: The establishment of a company by one spouse with contributions that were not consented by the other spouse can lead to extremely complicated litigious situations, with spouses having multiple options available to protect their patrimonial rights. The nullity of the company and its liquidation for not complying with the rules regarding matrimonial regimes is almost impossible, as there are multiple legal and judicial filters in place where mechanisms to rectify nullity and save the legal entity itself can be applied, thus limiting the exposure of the company to the familial conflicts of its founder. In spousal relationships, the injured spouse often has the option to annul the subscription and contribution act concluded without their consent, with such action always having the legal nature of an action to declare relative nullity. In cases where the spouse chooses not to exercise the annulment action or where they do not have this option at all, the legislator has recognized the injured spouse’s access to a damages action, where the offending spouse is liable for all damages suffered and for the slightest fault considering they acted as a professional. Finally, family law legislators have instituted a significant series of other mechanisms for the patrimonial (re)balancing of spouses, both in cases of separation matrimonial regimes and community matrimonial regimes. These mechanisms can even lead to the spouse losing the entire package or a portion of the securities held in the company, thus ensuring that neither spouse is deprived of legal protection in cases of unauthorized use of their assets and preventing unjustified enrichment at the expense of the value generated by the other spouse’s actual work within a company.

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