Societatea (comercială) ca persoană juridică: între Codul civil şi Legea nr. 31/1990

Rezumat

The adoption of the new Civil Code, with its monist vision of private law, has reached the area of company law. That is why those particularly concerned with the application of the Civil Code in company matters have been the courts competent to judge disputes between professionals and authors of legal literature (doctrine). On the one hand, there was interest in the new regulation of the legal person, since the companies regulated by Law no. 31/1990 are (commercial) companies with legal personality, and on the other hand, interest in the new regulation of the company contract, since, before being a legal person, the company is a contract.
In the present study, we have proposed to address the issue of the application of the provisions of the Civil Code relating to the legal person in the field of company law, from the perspective of the doctrine and case law that have crystallized to date.
The study is structured in two parts: in the first, we will briefly outline the spheres of interference between the Civil Code and Law no. 31/1990, which we have identified in our analysis, and in the second we will present the solutions outlined in doctrine and case law on the application of the Civil Code.
Keywords: Civil Code; Law no. 31/1990; company law; legal persons; company contract; common law; special law.