27/02/2018

THE SIMPLE COMPANY

The main feature of the simple company is the lack of legal personality.
Therefore, the contract for setting up a simple company does not create a new legal
entity meaning a new subject of law.
The contributions in money, in kind and in industry.
The first 2 in associates compose the social capital which is divided in equal
parts, known as parts of interests. Therefore, in exchange for contributions in money
or in kind, the associates receive parts of interest. Equally, the associates may
contribute to the setting up of the company with specific knowledge and activities,
mainly the contribution in industry. According to the law, the contribution in industry
is not included in the social capital and the associate contributed to it does not
receive parts of interest. However, the contribution in industry entitles the associates
to participate in the proces of making decisions within the company and to share the
benefits and the loses.
Generally, taking into account the absence of legal personality of the simple
company, the contributions can not be transferred to it and can not become its
property. For this reason, the contributions are to be the subject of the common
ownership right of the associates.
Equally, the associates may agree to the company contract that the associate
who makes the contribution actually transfers only the right to use the goods in order
to achieve the activity of the company and he keeps the ownership right. In this case
the obligation to contribute is performed in a successful manner in time. In addition,
at the moment of the termination of the company, these goods must be richer in kind
to the associates who contributed them.
Taking into account that the simple company contract does not create a new
legal person, this company may not assume obligations by itself. Therefore, the law
provides the person liability of the associates for the social debts. However, this
personal liability is a subsidiary liability after pursuing the common goods belonging
to the company.
The associates of the simple company are responsible for the social debts with
their own patrimony, but in proportion to their contributions, meaning proportionally to
their participation in the setting up of the company.
Equally, the associates of the simple company have the right to participate in
decision making process within the company by exercising the right to vote in the
general meeting of the associates. As a principle, each associate has a number of
votes proportional to his participation to the social capital unless the company
contract provides a different solution. The general rule for taking decisions on the
company is the majority of votes of the associates. As an exception, the law imposes
the unanimity rule for decisions concerning the amendment of the company contract
or the appointment of the sole administration.

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Concerning the administration of the simple company, by the company contract

or by their subsequent agreement, the associates may appoint one or more
administrators, associates or non-associates, natural or legal persons. The
associates may also provide the powers of the administrators, their organization, the
limits of their mandate and so one. In the absence of any closes in this regard, the
administration of the company will be performed by each the associates who are
considered in this case to have a mutual mandate to administrate the company, each
one for another in the interest of the company.

THE JOINT VENTURE

Its main feature also events from the part that this from of company has no legal
personality. As for the simple company, this form of company does not create a new
legal person distinct from its associates. In accordance to the legal definition
provided by the Civil Code, the joint venture is a contract by which 2 or more
persons agree that one lf them grants to the others a participation in the profits and
the loses that may result from the joint performance of economic activities in
exchange for the participation in such as crudities with the contribution in money, in
kind or industry.
According to the law, the joint venture is a quite flexible form of company
because the associates are free to determine in the company contract the object of
the company, the administration and the management of the company, its duration of
the company, the participation of these associates in the common activity, the
arrangement for sharing profit or the loses, the grounds for the liquidation of the
company and so on.
However, if the associates do not provide specific clauses concerning the
relations between them or the functioning of the company, the provisions of the civil
code on the simple company will be applicable. In relation to the contributions of the
associates to the setting up the joint venture, the civil code provides the rule that the
associates are the holders of the ownership right over the goods they contributed. It
means that the associate who makes the contribution actually transfers the right to
use the goods in order to achieve the activity of the company, but he keeps the
ownership right. Equally, the associates may agree that the contributed goods and
those resulting from their use as well as the resulting from their goods to become the
common property of the associates.

Finally, concerning the relations of the associates with third parties the law
provides the rule that each of the associates will be personally liable for the
organizations he assumes.

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