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INDEX |
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Prepare |
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Email
basc@ccia-arad.ro |
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3.
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DESCRIPTION OF TRADING COMPANIES | |||||
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SCS
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LIMITED
PARTNERSHIP |
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1. PARTNERS |
Art 3 of Law 31/90 stipulates that in the SCS we deal with the solitary and unlimited liability of the active partners for the social obligations.
The sleeping partners are liable only up to the incidents of the subscribed capital
SCS is a company with two categories of partners
- active partners
- unlimited and solitary liability for the social duties
- they are in charge with the administration of the company
- they have the right to write their name under company's firm
-the sleeping partners
- they have a limited liability up to the level to the effectively subscribed capital when they join the company
- they do not have the right to write their name under company's name
- they do not have the right to participate to the administration company
The law does not require a minimum numbers of partners but due to the fact that they are 2 categories of partners it comes out that for setting up this type of company minimum two partners are necessarily
The set up document of the SCS is the company contract.
The Law allows the statutes of the SCS, but it can not become an integral part of the set up document.
A by laws of the SCS does not contradict the provisions of the company contract.
The firm of the SCS will contain the name and given name of the active partners or at least one of them followed by the mention SCS, see art. 33 law 26/90.
Remarks.
Art. 31 Law 26/90.
1. The firm of a trader natural person is made up of the name of the trader or the name and the capital letter of the given name
2. Any misleading mention can not be added to the firm.
Idem SRL and SNC
Idem SRL and SNC
Idem SRL SNC
The Law does not stipulate a minimum level of the capital and deposit for the SCS, the founders are free to established through own will the value and structure of the initial registered capital
The register capital is an absolutely necessarily element for setting up of any type of company and consequently it must motivated as to its value in comparison of the object of activity.
9. CONTRIBUTION OF THE PARTNERS
Only the sleeping partners contribute to the register capital:
- in cash
- in kind
- industrial property rights
- claim rights ( this type of contribution is considered to be paied by the date the amount is encashed by the company)
- the active partners do not participate to the capital and their contribution to the company consists in their professional ability and skills.
Idem SNC
Idem SNC
12. PARTENRS PARTICIPATION TO PROFIT AND LOSS
Idem SNC
Idem SNC
14. SET-UPDOCUMENT MODIFICATION
Idem SNC
15. PARTNERS EXCLUSION AND WITHDRAWAL
Idem SNC
Idem SNC
The general causes of dissolution form Art 222 and 232 from Law 31/90 and the special causes from Art 224 of the same Law are applicable.
Special dissolution causes:
- bankruptcy, lack of capacity, exclusions, withdrawn, decease of the sole active partner or the sole of sleeping partners.
There is no dissolution when the set up documents includes continuation clause with he inheritor or when the remaining partner decides the continuation if the company's existence under the for of sole partner SRL.
The general rules apply of any type of company are valid.
Remarks:
Most of the rules are supplettory so that partners may impair the Law by stipulating in the set-up document liquidation rules considered to be more relevant to their own interests.