TRANSFER OF SHARES– SIGNIFICANCE, JURIDICAL BASIS, PRACTICE

Abstract

The current paperwork will submit to debate certain aspects related to the significance and the juridical basis of the transfer of shares within a limited liability company. Until recently, the transactions having as object the selling-buying of shares were structured in such a manner that they would respond, in the best way possible, to the common interests of the buyer and the seller, while the registration of the transfer of shares in the Trade Register would, in most cases, appear as a ulterior formality which would not necessarily represent an essential element in the transaction’s structure for any of the parties.

Currently, by means of the recent adjustments brought to the Law no. 31/1990, are introduces new regulations of procedural and material character, which practically reconfigure the transfer of shares. In brief, according to the new legislation, the decision of the shareholders’ meeting, adopted upon a qualified majority of 3/4 of the share capital is to be submitted within a 15-days term at the Trade Register’s office, in order to mention it in the registrar and to publish it in the Official Gazette of Romania, IV^th Part.

Creditors and any other prejudiced persons by the decision of the partners regarding the transfer of shares, may formulate an opposition by means of which the court is requested to attract the civil liability of the partner who intends to transfer his/her shares, as well as to compensate the prejudice caused as a consequence of this transfer of shares.

The transfer of shares will operate, in the absence of an opposition, at the date of termination of the opposition term, and if an opposition was formulated, at the date of communication of the decision to reject it.