7. Acțiune în nulitatea actului de transmitere de acțiuni. Schimbarea tipului acțiunilor nu presupune lipsa obiectului contractului
7. Action for nullity of the act of transfer of shares. Changing the type of shares does not imply the absence of the object of the contract

Summary/Abstract: Shares, whether registered or bearer, represent a fraction of the capital, a representative title of shareholder’s contribution, which gives the holder the capacity of shareholder. The share type – registered or bearer share – is a specific quality thereof, determined with reference to the way of transfer. The „nominative” or „bearer” characteristics are not the essence of the share, but refer only to the transfer method/procedure each type of share is subject to. Change in the share type does not result in „disappearance” thereof, as it does neither entail the dissolution of the title belonging to the person who transfers the share, and is not sufficient to conclude that the object of the contract doesn’t exist at all. The fact that the contract stipulated a nominal value of shares other than the actual one, does not entail the nullity of contract for the lack of object, but barely a relative nullity for error vice of consent. One cannot consider the absolute nullity of the contract for the lack of object nor in the light of the resoluto iure dantis resolvitur ius accipientis principle. The conversion decision of the Extraordinary General Meeting of Shareholders took effect only on the nature of the shares, not on the very right of shareholders to dispose of such shares.

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