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The Metamorphosis Of The Associate'S Limited Liability For The Obligations Of The Company Undergoing Dissolution


  • Rodica APAN

    (Associate Professor, "Dimitrie Cantemir" Christian University of Bucharest, Faculty of Law Cluj Napoca., ROMANIA.)


The present article seeks to analyze the metamorphosis of the extent of the associate's liability for the obligations of the limited liability company, namely that liability which modifies its extent – from liability limited to the associate's contribution to the share capital it develops into unlimited liability to this contribution. The metamorphosis occurs in well-determined cases, namely when, in the fraud of the creditors, the associate abuses of the limited character of its liability and of the distinct legal personality of the company, this happening in the stage of dissolution which precedes liquidation. The analysis of the consequences of metamorphosis of the extent of the associate's liability having in view the benefit it should have brought to the amelioration of the business environment, is not a favourable one, because of its limited applicability, seen from double perspective: only to the associate in the limited liability company and only to the companies from this category undergoing dissolution which precedes liquidation.

Suggested Citation

  • Rodica APAN, 2016. "The Metamorphosis Of The Associate'S Limited Liability For The Obligations Of The Company Undergoing Dissolution," Curentul Juridic, The Juridical Current, Le Courant Juridique, Petru Maior University, Faculty of Economics Law and Administrative Sciences and Pro Iure Foundation, vol. 64, pages 129-137, March.
  • Handle: RePEc:pmu:cjurid:v:64:y:2016:p:129-137

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    piercing the corporate veil; metamorphosis of the extent of liability; distinct legal personality of the company; fraud of creditors; limited liability; dissolution; liquidation.;

    JEL classification:

    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law


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