LEGAL INFO@Law-Counsel.com

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.
Dan Livescu

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.
Dan Livescu

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 provisions.
Dan Livescu

14.What is 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%.
In the 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 mentioned.
Dan Livescu

15. Can the authorized natural persons hire personnel? How about family associations?
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 hire personnel.
Dan Livescu

16. May an associate lend money to the company he is an associate of?
The associates, legal or natural persons, may sign any kind of juridical document which is not against the law, including loaning documents with other juridical persons.
Commercial 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 loans.
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.
Dan Livescu

17. 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."
Dan Livescu << PREV