Răspunderea patrimonială a asociaților/acționarilor societăților comerciale pentru hotărârile adoptate în adunarea generală potrivnic art. 1361 din Legea nr. 31/1990 (republicată)
The patrimony liability of the associates/shareholders of the trade companies for the decisions adopted by the general assembly against Art. 1361 of Law no. 31/1990 (republished)

Summary/Abstract: Based on Art. 1361 of Law no. 31/1990 with respect to trade companies (republished), „the shareholders must exercise their rights in good faith, while observing the legitimate rights and interests of the company and of the other shareholders”.While considering this main norm, and by also taking into account the jurisprudence, as well as the doctrine from France and the United States of America, the author reaches the conclusion that, despite the incomplete nature of the law reproduced above, the Romanian law also legally allows, at the moment, the initiation of a (patrimony) liability, either by the legal representatives of the trade company, or by the minority shareholders (associates), or by the legal representatives of the trade company, or even by the minority shareholders (associates) (but in the benefit of the trade company),against the shareholders (associates) who, through their votes (in the general assembly of the shareholders/associates), have affected the trade company, by not observing Art. 1361 of Law no. 31/1990.

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