5. Încălcarea dreptului la informare al asociatului – nulitate absolută sau relativă a hotărârii adunării generale a asociaţilor?
5. Infringement of the shareholder’s right to information – absolute or relative nullity of the resolution of the general meeting of shareholders?

Summary/Abstract: The criteria for distinguishing between the types of nullity, according to the nature of the interest protected by the legal provision, in accordance with Articles 1247 and 1248 of the Civil Code, must also be applied in company law, since the provisions of Article 132(2) and (3) of Law No. 31/1990 do not derogate from the general rules on nullity (save for the conditions imposed on the shareholder who invokes relative nullity and the special limitation period for invoking it). However, transposing the notions at issue into company law is not straightforward, and this is also the reason why both legal literature and case law fluctuate in classifying irregularities concerning the convening of the general meeting (including those relating to the agenda set out in the notice of meeting) as grounds of absolute or relative nullity. The more recent tendency of the courts to give precedence to the sanction of relative nullity may also reflect a broader trend, aligned with the rules of the New Civil Code, to uphold the effects produced by resolutions adopted by general meetings of shareholders, in an increasingly dynamic economic context which calls both for coherence and consistency in implementing those resolutions and for legal certainty for those who enter into contractual relations with companies governed by the provisions of Law No. 31/1990.

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