Probleme teoretice și practice referitoare la aportarea într-o societate cu răspundere limitată de imobile afectate de existența unui drept de preempțiune

The study examines the possibility of bringing into a limited liability company as a social contribution a good subject to a conventional right of pre-emption.
The right of pre-emption is linked – by its nature, as well as by the regulation of the Civil Code – to the contract of sale and gives a preference – at an equal price – to a certain buyer, designated by law or by contract. Failure to comply with the pre-emption cancels the contract made with the third party and the pre-emptor becomes the acquirer if he makes the price available to the seller. The bona fide third party is guaranteed for eviction by the seller.
The contribution in a limited liability company does not make a sale although it produces a transfer of ownership from the contributing partner to the company, because the partner does not
receive a price but a participation in the company where the contribution is made.
Therefore, the contribution of a good affected by a right of pre-emption cannot be refused to the receiving company by the Trade Register Office, on the ground that against it
(the company) – acquiring third party – a preference for acquisition can be invoked by the conventional pre-emptor; this, even when the right of pre-emption is accepted against an offer of
alienation.