OBSERVAȚII CRITICE PRIVIND LEGEA NR. 223/2020: SOCIETATEA CU RĂSPUNDERE LIMITATĂ CA SUBIECT DE EXPERIMENTARE LEGISLATIVĂ

Simplification and debureaucratization, in many cases, indeed, lead to a positive result.
However, the complexity and apparent bureaucratization of some institutions and procedures, in
many cases, have a well-defined, useful, even necessary role. The elimination of functional and strict
requirements may drive the expected rationalization but an undesirable adverse effect: dysfunctions
and legal uncertainty. These ideas can be best illustrated by the recent amendment of the Law No
31/1990 on companies, through Law No 23/2020 for the simplification and debureaucratization of the
transfer of shares („social parts”) and the payment of the share capital. Unfortunately, in recent
years, the limited liability company has become a subject of experimentation for different
improvement attempts, without noticing that companies’ legal regime is an organic whole. Most of the
time, reforms are well-intentioned but distorted by enduring normative realities. They also distort the
existing law: as is currently the case with share capital and shares transfer.