Disputes between company members (corporate litigation)

Legal representation in disputes between company members and corporate litigation

Disputes between company members are among the most sensitive and disruptive business disputes and are governed primarily by Companies Law No. 31/1990 and the provisions of Civil Code. Such disagreements frequently arise from differences over company management, decision-making deadlocks at the general meeting of members, suspicions of fraud or diversion of funds, or breaches of information rights and dividend distribution rights. Involving a lawyer specialising in company law and commercial litigation is critical at the first signs of tension, because a prolonged deadlock or abusive actions by majority members or directors can devalue the business, lead to judicial dissolution or cause loss of control over the company.

Annulment of general meeting resolutions, exclusion of company members and defence strategies

We choose the remedy according to the actual deadlock, the company’s legal form and your position. We can assess annulment of general meeting resolutions and their suspension as permitted by law, access to information and directors’ liability. A company member’s exclusion may be sought only on one of the exhaustive grounds listed in Article 222 of Law No. 31/1990, supported by the relevant evidence; general allegations of bad faith or an inability to cooperate are not sufficient in themselves. If the circumstances do not fall within those grounds, we separately examine withdrawal under Article 226, negotiation of the value of the ownership interest, or judicial dissolution where the conditions are met. These remedies are not interchangeable, and the strategy must protect the investment without seeking an inadmissible outcome.

Legal assistance and representation in Romania

Internal struggles for control of a company or abusive conduct by business partners can jeopardise your investment and a lifetime’s work. Basuc Cosmin Law Office provides specialist legal assistance and representation in managing and resolving corporate disputes in Romania. We assist in convening and conducting general meetings, draft objections and court actions, and represent you firmly before competent tribunals and the competent courts of appeal, working to protect your rights as a company member and safeguard your business.