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News from Members Succinct Considerations Regarding the Merger of Companies in the New Romanian Civil Code

Succinct Considerations Regarding the Merger of Companies in the New Romanian Civil Code

The presence of merger in the New Civil Code proves the legal importance of such institution. The provisions of the NCC corroborated with those of Law no. 31/1990 on the companies succeed to create today a framework, which is more comprehensive every day, of the merger between companies. A good regulation of the merger is the key to the settlement of the issues occurred and which may occur in practice. To this effect, here is a critical analysis of some of the provisions of the NCC regarding the merger (the merger as reorganization, the definition of the merger, the effects of the merger on the contracts) meant to clarify the advantages and disadvantages of the new regulations.

The general legal framework regulating the merger of companies in Romania is Law no. 31/1990. But since 2011 the NCC includes provisions regarding the merger of legal entities, which are applicable to companies too.

By corroborating art. 1887 para.2 of the NCC - providing that the law may regulate various categories of companies according to the form, nature or scope of work - with art. 138 of the Law enforcing the NCC according to which the companies regulated by special laws are still governed by these ones – from the perspective of the intertemporal law, it results that Law no. 31/1990 has remained the common law as regards the companies, and as a complement, the provisions of the NCC will be added. We agree to the opinion that, as the companies are legal entities, but also professionals, their legal framework of common law for aspects related to the legal entity, as well as to the obligations, will be that of the NCC.

Read more in the attached article by Arcadia Hinescu  Senior Lawyer – GRUIA DUFAUT Law Office.

Based in Romania since 1990 and having a strong team of about twenty French and English speaking Romanian lawyers, GRUIA DUFAUT Law Office assists foreign investors through all the stages in setting up their business in Romania and provides them with a local follow-up service covering legal and tax issues pertaining to the development of the company. GRUIA DUFAUT Law Office offers counsel and legal assistance to all foreign companies intending to export to or to enter the Romanian market.

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