Divizare. Efectele sechestrului asigurător asupra părţilor sociale ale unui asociat din cadrul unei societăţi cu răspundere limitată asupra legalităţii operaţiunii de divizare parţială a societăţii

Spin-off. Effects of the distraint upon the shares of a shareholder within a limited liability over the lawfulness of the partial spin-off of the company

Abstract

According to art. 66 para. (2) of Law no. 31/1990, the shareholder’s creditors may attach, during the company duration, the shares due to the shareholders by winding-up or may seize and sell the shares of their debtor.

Thus, it follows that the assignment of shares to another entity following a partial spin-off, cannot be legally opposed to such creditors before the settlement of their debt, as this is an issue of legality of the assignment of the equivalent value of the company equity.

The concrete value of shares is represented by what could be obtained in their exchange following a possible winding-up, so that this value is different...