DOING BUSINESS IN ROMANIA - PART III: THE PARADIGM OF THE (UN)LIMITED LIABILITY OF THE ASSOCIATE FOR THE PROFESSIONAL OBLIGATIONS OF THE COMPANY WITH LEGAL PERSONALITY

• Main Author: Rodica Diana APAN
• Format: Article
• Language: English
• Published: Romanian Foundation for Business Intelligence 2014-12-01
• Series: SEA: Practical Application of Science
• Subjects: Separation of patrimony; Confusion of patrimony; The creditors of the company; The creditors of the partner; Extension of the partner's liability for the company obligations
• Online Access: http://seaopenresearch.eu/Journals/articles/SPAS_6_3.pdf

The types of business with legal personality have as one of the main traits the own patrimony. The company with legal personality is liable with its own patrimony. The new Civil Code launches the theme of the separation of patrimony, which means that this own patrimony shall be different from the personal patrimony of the person having the capacity of partner or administrator in one of the types of business with legal personality. Company Law 31/1990 provides for cases of extension of liability for the company's obligations, from the legal personality company's own patrimony to the partner's patrimony in certain types of business. The partner's own patrimony is not protected in this case either but rather exposed to being pursued by the partnership's creditors. The subsidiary character of the pursuance softens the liability but is insufficient to ensure the full protection of the partner's patrimony.