4. Titularul dreptului de proprietate asupra bunurilor rămase în afara procedurii de lichidare, aflate în patrimoniul societăţilor pe acţiuni şi a celor cu răspundere limitată, radiate din Registrul comerţului
4. The owner of the right of ownership of assets remaining outside the winding-up proceedings, belonging to joint-stock companies and limited liability companies deleted from the Trade Register

Summary/Abstract: The Decision of the Constitutional Court no. 338/2024 declared unconstitutional the provisions of art. 7 of Law no. 314/2001 for the regulation of the situation of some commercial companies, provisions that provide for the de jure transfer of movable and immovable assets from the patrimony of commercial companies deregistered for the reason that they have omitted the capital increase within 60 days from the entry into force of the laws. The patrimony being a universality of rights and obligations with economic content, its transmission implies the acquisition by the associate not only of the rights but also of the obligations. However, in the case of the two usual forms of commercial companies – the joint stock company and the limited liability company – the transmission of the company's liabilities to the partner is in contradiction with the principle of limiting the liability of the partners for the company's debts. In the case of the liquidation of a company without debts to creditors, the extent of the transfer of assets remaining after the liquidation to the state ownership is disproportionate and in disagreement with the current option of the legislator as it appears from the legislative changes made after the adoption of the legal provisions subject to constitutionality control.

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