Transfer of “Social Parts” in a Limited Liability Company, with Particular Reference to the Latest Amendment to the Romanian Companies Act

Abstract

"A limited liability company carries the stylistic features of partnerships and capital companies at the same time, and within the company there is a mutual relationship of trust between its members, of an intuitu personae nature, called affectio societatis. In this article, I examine this form of company in the light of the latest amendment to the Romanian Companies Act, but I also compare the concepts of the “business share” appearing in the model of the Hungarian limited liability company and the “social part” in Romania. I am looking for an answer as to what extent affectio societatis is affected by the transfer of social parts in a company to a person other than the members of the company. In the course of my research, I come to the conclusion that in Romania, as a result of the recent amendments to the Companies Act, the social part has started on the path of “securitization”, I could even say that it is becoming like a share of a joint-stock company. This is due to the fact that the rules of the transferability of the social parts appear to be relaxed, and in many cases the cogency is replaced by disposition. The system of trust between the members seems to have broken down, thus affecting the affectio societatis and the partnerial nature of the limited liability company."