DOCTRINĂ A. SOCIETĂŢI ŞI ALTE GRUPURI Capitalul social între fixaţie dogmatică şi realitate economică
DOCTRINE A. COMPANIES AND OTHER GROUPS The share capital between dogmatic fixation and economic reality

Summary/Abstract: This article reassesses the legal and economic functions of share capital in Romanian commercial law against the background of the December 2025 reform introduced by Law no. 239/2025. Starting from the historical genesis of the concept and the persistent confusion between share capital, the company’s patrimony, equity (net assets) and the value of the company, the study argues that the classical dogma of “fixed and intangible” capital has become economically hollow while surviving as a juridical guarantee. It revisits the contractual foundation of the contribution obligation under both the Civil Code and the Company Law, the taxonomy of contributions and of capital premiums, the authorized-capital mechanism and the delegation of competence to the board, the accounting treatment of capital and the unmet need to revalue real-estate contributions. It analyses the share-premium and debt-to-equity mechanisms in capital increases of state-privatized joint-stock companies whose nominal capital has remained frozen for three decades, as well as the commercial and criminal consequences of capital depletion. Tracing the regulatory pendulum from Law no. 223/2020 and Law no. 265/2022 to Law no. 239/2025, the author shows how the 2025 reform, by indexing the minimum capital of limited liability companies to net turnover, partially re-juridicizes a figure long trivialized, yet conflates capital with operating substance. The author proposes, de lege ferenda, a formal distinction between share capital and working capital, and concludes that share capital is no longer, in functional terms, the general pledge of creditors – a role that belongs, under Article 2324 of the Civil Code, to the patrimony itself.

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