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11. What are
my advantages if the debtor pays with a promissory note
and not with a payment order?
In contrast with
the payment order, payment with a promissory note has the
great advantage that at the settling day, it becomes an
executory title. Practically, it means that, if the
debtor did not pay the debt, the creditor may ask the
Court to invest the promissory note with the executory
formula and to proceed at the forced execution.
Therefore, a costly and long lawsuit that will have as
result a final ruling that will further be invested with
the executory formula will be avoided and you will save
time and money.
12. What do I
have to do in order to dissolve a commercial company that
did not increase its starting capital to the minimal
amount prescribed by the law?
You do not need to
do anything. According to the law, if the starting
capital was not increased to the minimal amount
prescribed by the law, the dissolving of that commercial
company may be demanded by the state through the Ministry
of Finance, by the Chamber of Commerce and Industry or by
any other interested person.
13. What are
the consequences of not registering the modifications
brought to a limited company in the Register of Commerce?
The consequence of
not registering the acts containing the modifications is
their lack of effect in relation with any third parties.
That is, the third parties can claim that, as far as they
are concerned, those acts do not exist and their
provisions do not apply to them. However, the associates
who signed the acts are completely subject to their
the legal interest in commercial issues?
The legal framework
is represented by the Ordinance of the Executive 9/
January 21,2000. According to article 3 "the legal
interest in commercial issues, when the debtor is a
trader, is established at the level of the official tax
of the discount established by the National Bank of
Romania". The level of the official tax of the
discount is that of the last working day of each
trimester, it will be published in the first section of
the Official Monitor of Romania and it will stay the same
all throughout the following trimester. There is a
condition that not only the debtor but also the creditor
ought to be a trader. By traders, according to article 7
of the Commercial Code, it is understood the ones who
engage in trade actions and have trade as main
profession, as well as the commercial companies. If the
debtor is not a trader, the legal interest is established
through the diminishing of the official tax of the
discount by 20%.
international economic relations, when the Romanian law
can be applied and when the payments are established in
foreign currency, the legal interest is 6% per year. We
must mention that the parties are free to establish in
the contracts the level of the interest; the legal
interest will than paid when the parties establish in the
contracts that the interest is owed for the assumed
obligations, but the rate of the interest is not
15. Can the
authorized natural persons hire personnel? How about
Starting from the
fact that the legislation does not contain a specific
stipulation in this sense, there were interpretations
according to which they could not hire personnel.
Numerous legal provisions (such as Law 130/1999), contain
indications of the categories of employers and of the
work contracts concluded by them. In this context, the
authorized natural persons and family associations are
mentioned as employers.
As a conclusion,
authorized natural persons and family associations may
16. May an
associate lend money to the company he is an associate
legal or natural persons, may sign any kind of juridical
document which is not against the law, including loaning
documents with other juridical persons.
companies have independent legal personality, distinct
from that of the associates that own the shares or parts
of the starting capital of the company. Thus, they may,
in their turn, sign various legal documents, including
There is no legal
provision that forbids a loan between the associates and
the company. In conclusion, the associates may lend money
to the company they are partners of.
I authenticated the constitutive documents of the
commercial company but I haven't registered it at the
Register of Commerce. May I rent a commercial space?
Which are the documents I may sign before the registering
at the Register of Commerce?
According to the
provisions of Law 31/1990 regarding commercial companies,
corroborated with the provisions of the Decree 31/1954
concerning the legal and natural persons, the legal
persons subject to registration (commercial companies
included) have duties and rights from the point of their
registering. The Decree 31/1954 mentions, however, some
exceptions. Among them there is the situation concerning
your renting the space. In what concerns the documents
that may be signed between the point of the
authentication and the moment of the registration at the
Register of Commerce, article 33, paragraph 3 of the
Decree 31/1954 stipulates that: " starting from the
date of the constitutive documents, the legal person is
entitled to the rights constituted and bound to comply to
the obligations and to take any necessary preliminary
measures, but only because all these are needed for the
legal person to gain its legal status."