Excluderea asociaţilor, între Codul civil, Legea societăţilor nr. 31/1990 şi Decizia Înaltei Curţi de Casaţie şi Justiţie nr. 28/2021 privind dezlegarea unei chestiuni de drept

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The answer given by the High Court of Cassation and Justice to the question “whether the situations of exclusion of the associate provided by art. 222 para. (1) of the Companies Law no. 31/1990 are completed with the provisions of art. 1.928 of the Civil Code”, by which the judge is denied the power to exclude the associates for “reasonable grounds”, is compensated by the fact that the supreme court grants the associates the freedom to expand, by statute, the quasi empty set of exclusion causes provided by law. The difference up to the quasi infinite set of “reasonable grounds” is left to self regulating imagination.
Keywords: exclusion of associates; limited liability company; reasonable ground; special rule; derogatory rule.