The Legal Regime of (commercial) Companies incorporated by Spouses (under Romanian law)

In the context of the legislative framework in Romania, shaped by Law No. 31/1990 on companies, the new Romanian Civil Code (which entered into force in 2011) brings important clarifications regarding the incorporation of companies by spouses during marriage, as well as the acquisition of company shares by spouses using jointly owned assets. This paper aims to examine the conditions under which such operations may occur, the legal nature of company shares, the person entitled to exercise the corporate rights and the person authorised to transfer those shares. Furthermore, we seek to highlight the legal challenges that stem from the intersection between company law (Law No. 31/1990) and family law (as governed by the Romanian Civil Code), in relation to the topic under discussion.