Interdicţii, decăderi, incapacităţi în dreptul societar
Prohibitions, forfeitures, incapacities in company law

Summary/Abstract: In this study, we first intend, starting from the concept of forfeiture, to analyse prohibitions, incompatibilities and incapacities by using the comparative method, and then to clarify issues relating to the classification of certain prohibitions regulated under company law, in order to elucidate the place and role of forfeiture within the analysed field. We are guided by the belief that the purpose of the volume resulting from the National Civil Law Conference – Valeriu Stoica is to identify the common thread of forfeiture within the fabric of law, particularly private law. We will begin our analysis by referring to the general law and to the specific features of company law: its formalistic character and the pre eminence of legal certainty. Company law is a formalistic branch of law that seeks primarily to organise the corporate structure rather than to control the company’s activity, while at the same time ensuring a certain degree of legal certainty for all actors involved (shareholders, directors, the company itself, and third parties). It is concerned with structuring the internal corporate framework, ordering power relations within the company and imposing discipline on all its participants. The corporate legal order is thus characterised by formalism. Legal certainty and the neutrality of the corporate structure represent two causes of the formalism of company law. Legal certainty – defined through two verbs, “to know” and “to foresee,” an essential value of the legal order – has two components: a temporal one and a formal one. The first, the temporal component, concerns the time frame within which one may act, exercise a subjective right or the substantive right of action, or complete a required formality in order to prevent the extinction of the substantive right of action, the loss of a right, or the nullity of the company or of a legal act. The second, the formal component, relates to the means provided by law to ensure legal certainty: the filing of a purchase or sale offer, powers of attorney, proof of shareholder status, or notification of the exercise of the right of withdrawal. Within this component, procedures play a particularly important role.

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