Consideraţii privind nulitatea actelor persoanei juridice
Considerations on the nullity of the acts of legal persons

Summary/Abstract: This study examines the issue of the nullity of the acts of legal persons from the perspective of the Civil Code. The functioning of a legal person, whose hierarchical and structured organization is based on two categories of relationships – internal relationships among its governing bodies and external relationships with third parties – gives rise to particular features concerning the application of the rules governing the nullity of its acts. On the one hand, with regard to the nullity of internal acts, the rules governing the formation and conduct of the decision making process leading to the adoption of resolutions and decisions occupy a central position, since the bodies of the legal person constitute the “laboratories” in which its acts are created. Consequently, disputes most frequently concern the nullity or annulment of resolutions adopted by governing or deliberative bodies. On the other hand, a defective decision making process may affect both internal and external acts alike, seriously disrupting not only the functioning of the legal person but also the security and stability of legal transactions. For this reason, it is essential to identify the legal regime applicable to the nullity of the acts of legal persons, namely the general regime governing the nullity of contracts, as adapted by the rules concerning legal persons contained in the Civil Code – as the general law – and in the statutes governing the various categories of legal persons – as special laws. We consider it both necessary and useful to begin our analysis by examining the decision making process within the legal person, which will enable us to analyse the formation of internal and external acts (I), before addressing the issue of their nullity (II).

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