Proceedings of the 41st International Academic Conference, Venice

JOINT VENTURES

TITA-NICOLESCU GABRIEL

Abstract:

When the new Romanian Civil Code entered into force (in 2011), both legal regulations on partnerships and joint ventured were expressly abolished, as the two regulatory documents (meaning the Civil Code of 1864 and the Business Code of 1887) were repealed in full (express repealing according to art. 230 of Law no. 71/2011 for the application of the new Civil Code). However, by means of a similar regulation, the new Civil Code took over the two types of companies without legal personality in Chapter VII (Company Contracts) of Book V (On Obligations), Title IX (Various Special Contracts). The chapter concerning company contracts consists of three distinct sections of which we will hereby approach the 2nd Section (Partnerships) and the 3rd Section (Joint ventures). In fact, in the chapter on company contracts, the new Civil Code includes special provisions referring only to the two types of companies without legal personality. Therefore, the two sections of Chapter VII (the 2nd and the 3rd Section) are the legal framework for the companies without legal personality in Romania and, at the same time, they are a special legal regulation in the matter, that is no other law may govern in this field. As we have previously shown, the Tax Code may rule on various aspects concerning the organization of this type of companies, as a special legal regulation (which applies with preference against the provisions of the Civil Code); nevertheless, we believe that, in legal terms, the tax regulations should not be allowed to change significantly the legal requirements set by the Civil Code for the establishment and operation of the companies without legal personality. Unfortunately, the regulatory contradictions between the two legal instruments (the Civil Code and the Tax Code) are obvious and of essence in some cases, therefore they cannot be overlooked; this is why we have thought it appropriate to approach such matter, namely the interference of civil and tax regulations, as this interesting topic may give rise to many debates in practice.

Keywords: Contract, joint venture, company contract, partnership, companies

DOI: 10.20472/IAC.2018.041.015

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