2. Excluderea asociatului din societatea cu răspundere limitată. Instituirea de noi cazuri de excludere, în completarea celor de la art. 222 alin. (1) din Legea nr. 31/1990 privind societățile comerciale, republicată
2. Exclusion from the limited liability company. Establishment of new cases of exclusion, in addition to those in Article 222 para. (1) of Law 31/1990 on Companies, republished

Summary/Abstract: In this particular case of the nullity of an GMS resolution for unlawful cause, in order to assess whether the nullity is common to or should have been known by the other party, the other party in the person of whom it is to be ascertained whether it pursued an unlawful purpose is not the company itself, but the shareholders who voted in favour of the adoption of the resolution. However, as long as Law 31/1990 clearly stipulates what the excluded shareholder obtains (a sum of money representing the value of a proportional part of the company's assets), and the shareholders have given their consent to the nominal value or cancellation of the shares, contrary to the law, it is presumed that they were aware of the law and should have been aware of the unlawful cause. Abuse of rights (in the form of abuse of the majority) can be legally sanctioned, as an alternative to the payment of damages, by annulling the decision of the general meeting at the request of the minority shareholder whose interests have been infringed by the majority shareholder, thus considering that the best form of reparation is to bring the state of affairs that caused the damage to cease, the annulment thus being equivalent to remedy in kind. In this situation, it would be necessary to verify the motivation behind a decision of the general meeting, i.e. whether the decision was motivated by an economic, social, financial, competitive, fiscal or economic rationale and not only by intrinsic „shareholder” reasons directed against minority shareholders. However, it may be presumed (simple presumption) that the adoption of new cases of exclusion is aimed only at harming the minority shareholders in their rights or interests in the company, as long as one of them, in this case the plaintiff, is already in a 'conflictual' situation with the company, as is apparent from the defendant's own allegations. From that perspective, it is established that an abuse of rights has been committed by the introduction of new points into the by laws.

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