CONSIDERATIONS REGARDING THE LEGAL REGIME OF JOINT – STOCK COMPANIES SET UP BY PUBLIC SUBSCRIPTION
Journal Title: Challenges of the knowledge society ( Provocari ale societatii cunoasterii ) - Year 2018, Vol 10, Issue 12
Abstract
Capital companies (joint stock companies and partnerships limited by shares) may be set up under the Law no. 31/1990 (on companies) by instantaneous subscription or by public subscription. The companies set up by public subscription have certain features that make them stand out within the system of companies regulated by the national law. We mention that these categories of societies have the same legal regime as the societies that are constituted by instantaneous subscription, there are only a few different aspect which makes them more particular. An essential aspect that specifies these categories of companies is the prospectus. It is an official document drawn up in authentic form, having essentially the same content as the constitutive document, less the data on administrators and censors. The prospectus, which necessarily includes the subscription end date, must be signed by the founding members and submitted for validation to the trade registry. This document is very important since the subscription of the shares is on the back of the prospectus. A particularly important aspect within these categories of companies is the legal status of the founding members who enjoy certain additional prerogatives in relation to the shareholders who subsequently enter the company by filling in the prospectus. However, the legislator limited the advantages that the founding members have, so that their influence in the firm is not discretionary, and there is a balance imposed by the legislator on the relations between the shareholders. Regarding the categories of contribution, as we shall present in the text, the legislator has, in principle, established the possibility of bringing the same contributions in these categories of companies as in joint stock companies constituted by instantaneous subscription, except for receivables. A particular peculiarity of this typology of society is the legal regime of the constituent Assembly of Shareholders that takes place after the fulfillment of the general legal conditions and of the publicity stipulated by the law. In this text we will analyse the aspects related to the main characteristics of this category of companies mentioned above.
Authors and Affiliations
Radu Ștefan PĂTRU
Keywords
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