REFLECŢII DOCTRINARE PRIVIND ACTUL DE CONSTITUIRE Al SOCIETĂŢII CU RĂSPUNDERE LIMITATĂ

Gheorghe GUŢU Catedra Ştiinţe Administrative

Rezumat

Setting up a company, regardless of organizational form, it involves analysis of legal phenomena and judicial procedures that relate specifically to the founders, the articles of foundation, the formation of social capital and the way in what it is recorded. In this study we intend to increase the attention on conceptual approaches referring to the articles of incorporation of limited liability company, with a focus on the problems of defining the concept, analysis of legal features and on the conditions of validity and legal force of its. According to the definition, the company is itself the act (contract) of setting up, which the state registration gives the legal personality and afectio societatis – life. Notwithstanding the provisions of Article 62 Civil Code of Republic of Moldova (hereinafter CC of RM), the company is founded by a single act of incorporation (Article 107 CC of RM ). The legislature used the phrase „act of foundation”, desirous to include both single-acts (declarations of incorporation), as well as the multi-personal (contracts). By using the term „act of incorporation” the legislature, also seeks to avoid the multiplicity of the constituent documents (contract and status, declaration and status statement) and to allow formation the company by a single act of incorporation, including all necessary documents. The limited liability company is established, in principle, according to general rules applicable to the company (Article. 106-116, 146, C. C. of R. M) and according to the Law on limited liability company, no. 135/2007, which in Article. 1 states that this law regulates the constitution of the collective entity, too.