CONSIDERATIONS CONCERNING THE DISSOLUTION OF COMPANIES

• Main Author: Ana-Maria Lupulescu
• Format: Article
• Language: English
• Published: ADJURIS – International Academic Publisher 2019-12-01
• Series: Perspectives of Law and Public Administration
• Subjects: company; dissolution; termination; grounds of dissolution; effects
• Online Access: http://www.adjuris.ro/revista/articole/an8nr2/4.%20Ana-Maria%20Lupulescu%20EN.pdf

The dissolution ends the existence of the company, representing the first stage of this process. Once dissolved, the company survives only for the needs of its liquidation, and upon completion of these liquidation operations, its existence ceases permanently. Similar to its setting-up, the termination of the existence of the company is a process that lasts in time, having a variable duration, in order to carry out operations that are indispensable in order to put an end to the existence of the entity created by the company contract. The dissolution, followed generally by liquidation, does not apply only in relation to the termination of the existence of companies having legal personality. On the contrary, the cessation of companies without legal personality implies the same process. Therefore, the dissolution is not necessarily related to the legal personality of the company. Moreover, even in the case of companies having legal personality, the dissolution does not, by itself, lead to the end of the legal person, because this one survives, but in another, more restricted form, limited to the performance of the liquidation operations. The present paper does not intend to analyze, in an exhaustive manner, the matter of the dissolution of companies, but only to emphasize some aspects which may be relevant both for theoreticians of law, but also for practitioners. This analysis is particularly useful in the context in which a certain conceptual and terminological inconsistency can be noticed between the regulation contained in the Civil Code and the one provided by the special laws on companies.