The 'Association in Participation' and the 'Simple Partnership' in the Romanian Civil Code

Abstract

At present, the Romanian monist civil law regulates two types of cooperative structures or companies without legal personality: the ‘societatea simplă’, literally, simple company or, more precisely, simple partnership, and the ‘asociere în participaţie’, literally, association in participation. Both contracts can be used in a traditional non-commercial context but also for business purposes. Therefore, a necessity to delimitate them occurs. This article deals with the difficulties of such a delimitation: sometimes a clear borderline can be drawn, other times the association in participation contract requires that legal practitioners rely on the general rules of simple partnership, which have a complementary and subsidiary character. The objective of the present article is also to analyse the (mandatory and default) character of norms of association in participation, the decision-making procedure of this contractual structure, issues regarding representation, and transfer of partnership rights.