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universul juridic magazin

Decrease of the share capital

The article analyses the issue of reduction of the legal capital, aiming to explain the reasons and procedures regulated by Companies Law no. 31/1990, considering the flaws of the respective regulation. Unfortunately there is confusion in the legal text between reasons and procedure, and such which confusion is perpetuated through the theory and jurisprudence. The procedures of the reduction of the legal capital are annulment of the shares and the reduction in its face value, procedures that are applied irrespective of the reasons of the reduction, which reasons are losses and restitution to the shareholders. If the reduction implies restitutions to the shareholders, irrespective of the procedure of restitution (acquiring its own shares, withdrawal or exclusion of the members), such procedure must ensure the protection of the creditors, so that the payment of the shares acquired by the company – either kept as treasury shares or immediately annulled – will not affect the irreducible core capital. The collective restitutions to the shareholders must ensure their rights equality.