RESPONSIBILITY OF THE DIRECTOR IN THE MERGER OR DIVISION PHASE OF THE COMPANY. SANCTIONS APPLICABLE ACCORDING TO THE CIVIL CODE
RESPONSIBILITY OF THE DIRECTOR IN THE MERGER OR DIVISION PHASE OF THE COMPANY. SANCTIONS APPLICABLE ACCORDING TO THE CIVIL CODE

Summary/Abstract: According to art. 233 para. 1 thesis II of Law no. 31/1990 "the dissolution takes place without liquidation, in case of merger or total division of the company or in other cases provided by law". In these exceptional situations, the dissolution is no longer followed by the liquidation of the company, instead there is a change of the company through a total or partial transfer of assets. Consequently, the mandate of the directors of the merging or dividing companies modifies their content, including specific obligations, a situation in which their responsibility also has some peculiarities. Thus, the law establishes in art. 245 para. 1 a direct civil liability of the directors towards the shareholders or associates of the company for the irregularities committed in the preparation and realization of the merger or division operations. "The directors of the merged company or of the company which is divided shall be civilly liable to the shareholders or associates of that company for any irregularities committed in the preparation and carrying out of the merger or division."

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