+Section 2 Nullity of the limited liability company and validity of its obligations
---+Article 7 General provisions and joint and several liability
------+Article 7 1.
------+Article 7 2.
---+Article 8 Effects of disclosure with respect to third parties
---+Article 9 Acts of the organs of a company and its representation
------+Article 9 1.
------+Article 9 2.
------+Article 9 3.
---+Article 10 Drawing up and certification of the instrument of constitution and the company statutes in due legal form
---+Article 11 Conditions for nullity of a company
---+Article 12 Consequences of nullity
------+Article 12 1.
------+Article 12 2.
------+Article 12 3.
------+Article 12 4.
------+Article 12 5.
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Section 2 Nullity of the limited liability company and validity of its obligations
Section 2 Nullity of the limited liability company and validity of its obligations
1. Prezentare generală
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Reglementare |
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Article 7 General provisions and joint and several liability
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Article 8 Effects of disclosure with respect to third parties
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Article 8
Effects of disclosure with respect to third parties
Completion of the formalities of disclosure of the particulars concerning the persons who, as an organ of the company, are authorised to represent it, shall constitute a bar to any irregularity in their appointment being relied upon as against third parties, unless the company proves that such third parties had knowledge thereof.
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Article 9 Acts of the organs of a company and its representation
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Article 10 Drawing up and certification of the instrument of constitution and the company statutes in due legal form
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Article 10
Drawing up and certification of the instrument of constitution and the company statutes in due legal form
In all Member States whose laws do not provide for preventive administrative or judicial control, at the time of formation of a company, the instrument of constitution, the company statutes and any amendments to those documents shall be drawn up and certified in due legal form.
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Article 11 Conditions for nullity of a company
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Article 11
Conditions for nullity of a company
The laws of the Member States may not provide for the nullity of companies otherwise than in accordance with the following provisions:
(a)
nullity must be ordered by decision of a court of law;
(b)
nullity may be ordered only on the grounds:
(i)
that no instrument of constitution was executed or that the rules of preventive control or the requisite legal formalities were not complied with;
(ii)
that the objects of the company are unlawful or contrary to public policy;
(iii)
that the instrument of constitution or the statutes do not state the name of the company, the amount of the individual subscriptions of capital, the total amount of the capital subscribed or the objects of the company;
(iv)
of failure to comply with provisions of national law concerning the minimum amount of capital to be paid up;
(v)
of the incapacity of all the founder members;
(vi)
that, contrary to the national law governing the company, the number of founder members is less than two.
Apart from the grounds of nullity referred to in the first paragraph, a company shall not be subject to any cause of non-existence, absolute nullity, relative nullity or declaration of nullity.
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Article 12 Consequences of nullity
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1.1 Referințe
1.2 Cerințe identificate
1.3 Standarde asociate
2. Cerințe identificate
3. Standarde asociate
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