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Exclusion of associates

According to Law 31/1990, from the partnership in collective name, limited partnership, or limited liability company, the following associates can be excluded:

  • The associate who, being in default, does not fulfill the contribution to which they have obligated themselves;
  • The associate with unlimited liability who is in a state of bankruptcy or has become legally incapable;
  • The associate with unlimited liability who interferes without right in the administration;
  • The managing associate who commits fraud to the detriment of the company or uses the company’s signature or social capital for their own benefit or the benefit of others.

These provisions also apply to limited partners in a joint-stock limited partnership.

How does the exclusion occur?
Exclusion is pronounced by a court decision at the request of the company or any associate.
When the exclusion is requested by an associate, both the company and the defendant associate will be notified.
As a result of the exclusion, the court will determine, through the same decision, the structure of the participation in the social capital of the other associates.

Can the exclusion decision be appealed?
The decision by which the court rules on the exclusion request is subject only to an appeal. The final exclusion decision is submitted to the trade registry office within 15 days to be registered in the registry, and the operative part of the decision is published, at the company’s request, in the Official Gazette of Romania, Part IV.

Rights and obligations of the excluded associate
The excluded associate is liable for losses and has the right to benefits until the day of their exclusion, but they cannot demand the liquidation of these benefits until they are distributed according to the provisions of the founding act.
The excluded associate does not have the right to a proportional part of the social patrimony, but only to a sum of money representing its value.
The excluded associate remains obligated to third parties for transactions carried out by the company until the definitive day of the exclusion decision. If there are ongoing transactions at the time of exclusion, the associate is obligated to bear the consequences and cannot withdraw their due portion until the completion of those transactions.

✅ Whether you’re a stakeholder or an associate, seize the opportunity to understand the process and implications of exclusions. Act now to safeguard your interests and ensure compliance with the legal framework.
➡📞Contact: (+4) 031 426 0745 – office@grecupartners.ro

Bianca Dan – Attorney at Law

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