Stabilirea preţului cesiunii părţilor sociale. Între libertate contractuală și răspundere fiscală
Establishing the Price of the Transfer of Shares. Between Contractual Freedom and Fiscal Liability

Summary/Abstract: This article explores the legal and fiscal framework for setting the price of share transfers in limited liability companies (LLCs), balancing contractual freedom with tax authority oversight. Drawing from German doctrine (GmbH law and MoMiG reform), we analyze the legal nature of shares, including intra-family transfers under Romanian Law no. 346/2004. The paper reviews recognized business valuation methods (asset-based, income-based, and market-based), highlighting their impact on fair market value. From a fiscal standpoint, the author examines Article 11 of the Romanian Fiscal Code, which allows tax authorities to reassess the declared price if no genuine economic rationale is provided. Comparative analysis includes practices from France, Germany, the UK, and the US, showing a common trend of recharacterizing low-value transactions for tax purposes. The article proposes de lege ferenda amendments to both the Fiscal Code and Company Law to ensure fair taxation and limit administrative discretion. The conclusion affirms the importance of preserving contractual autonomy while introducing objective valuation standards to protect both public revenue and creditors.

• Details
• Contents