Consideraţii asupra transferului părţilor sociale şi al acţiunilor
Some reflections on the transfer of shares

Summary/Abstract: The particularities of shares in limited liability companies („SRL”) and in joint stock companies („SA”), here considered as intangible assets that give the shareholder a special right of usufruct over the company assets, influence the legal regime of their transfer by way of assignment or succession, the nullity of such assignment or the carrying out of the promise to assign. Difficulties in applying the civil law provisions, their insufficiency and the lack of particular rules in corporate law regarding the transfer of such shares only have one remedy: the contract. The parties to the assignment contract enjoy the benefit of contractual freedom and are thus able to arrange mutual protection of their consents and to organise the management of risk specific to the transfer of shares by way of providing various contractual arrangements.

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