Drepturile asociatului minoritar într-o societate cu răspundere limitată

Dr. habil. Sebastian BODU, MBA

Universitatea "Titu Maiorescu", Facultatea de Drept

ABSTRACT

As mixed companies, limited liability partnerships were designed to operate on the principle of unanimity in adopting decisions in the general assembly of partners. It gave the minority partner the right of veto, that means the right to oppose any major decisions, subsumed under the broad concept of "amendments of the articles of association". This principle was abandoned first in fact, through the practice of the trade registry and then in law, with Law no. 265/2022, but the legislator - ignorant as often when legislating punctually - omitted to grant the minority partner the protective rights specific to the shareholder from a joint stock company which, historically, is governed by the majority principle. Such omission must be corrected by the courts of law. The temptation of the majority shareholder to abuse the right to...