11.06.2026

Enforcement proceedings against company shares. Life after enforcement

The evolution of the (im)possibility of the enforcement of shares

Prior to the entry into force of the new Code of Civil Procedure and the adoption of Law No. 152/2015 amending the Companies Act No. 31/1990, the majority of legal doctrine and case law held that the enforcement of shares was impossible.

The main arguments against the enforcement of shares were drawn from the provisions of Article 66(2) of Law No. 31/1990 on companies, which provided, with regard to shares, only for the possibility of their attachment, expressly establishing the possibility of selling only shares, and not shares in a partnership. The impossibility of enforcing shares was also argued on the grounds of the intuitu personae nature of partnerships, given that partnership in a limited liability company is based on mutual trust and the personal qualities of the partners; the lack of express procedural provisions, etc. Gradually, however, some of these impediments were removed by legislation.

Thus, the new Code of Civil Procedure, in force since 15 February 2013, regulates the sale of securities and certain assets subject to special circulation rules, including shares (Article 757 of the Code of Civil Procedure).

Furthermore, the amendments made to the Companies Act No. 31/1990 by Act No. 152/2015 expressly provide that shares due to shareholders may be sold by their personal creditors.

Consequently, it is now beyond doubt that shares may be subject to enforcement proceedings. In practice, however, the question arises as to how a limited liability company operates with shareholders who have acquired this status not on the basis of mutual trust and personal qualities, but through compulsory sale.

The procedure for the enforcement of shares

Under the Code of Civil Procedure, the sale of shares in private companies and of company shares is carried out by mutual agreement; failing that, it is conducted by the bailiff through a public auction, unless the law provides for a special system governing their transfer.

If the sale of shares is conducted amicably, the bailiff, with the creditor’s consent, may authorise the debtor to proceed with the realisation of the seized assets themselves.

In this case, the debtor is obliged to inform the bailiff in writing of the offers received, indicating, where applicable, the name or business name and address of the prospective purchaser, as well as the deadline by which the latter undertakes to confirm the proposed price.

If, by the notified deadline, the third-party purchaser has not deposited the offered price with the bailiff, a date will be set for the sale by public auction.

If the sale of the shares is carried out by the bailiff or by a specialist agent, the latter shall draw up a set of specifications which, in addition to other details required by law, shall include, on pain of the sale being declared null and void, the company’s articles of association, the number and type of shares subject to sale, any security interests attached to them, the special clauses regarding their sale or transfer and the pre-emptive rights granted to shareholders, the annual financial statements for the last two financial years, as well as any documents necessary for assessing the substance and value of the corporate rights attached to the shares or partnership interests offered for sale.

The terms of reference shall be communicated to the debtor, the creditor, the issuing company and the other shareholders, so that they may raise any objections within 5 days of notification, failing which their right to do so shall lapse.

Regardless of the method of sale of the shares (voluntary or compulsory), the new shareholder is required to request the corresponding entry to be made in the commercial register.

 The perspective of the other shareholders

In the event that the limited liability company has several shareholders and only the shares of one or some of them are subject to enforcement proceedings, the other shareholders risk finding themselves in an unwanted partnership with a person they did not choose and regarding whom they had no opportunity to give their consent.

This situation can give rise to significant practical difficulties, particularly in companies with a small number of shareholders, where personal relationships, mutual trust and direct collaboration are essential elements of the company’s operation. The new shareholder may have a different vision of the company’s management, may pursue distinct economic objectives, or may adopt a confrontational attitude towards the other shareholders.

At the same time, it should be noted that the interests of the pursuing creditor and the effectiveness of enforcement proceedings cannot be nullified by invoking the company’s intuitu personae nature. The legislator has chosen to give precedence to the principle of the effective enforcement of obligations, accepting the possibility of a change in the structure of the partners as a result of enforcement proceedings.

However, the mechanisms provided for by law and the articles of association may mitigate the impact of such a change. Thus, the existence of clauses regarding the right of first refusal, the right of pre-emption or the ‘ ’ the possibility of a shareholder’s withdrawal or exclusion in certain situations may contribute to maintaining the corporate balance and protecting the interests of the remaining shareholders.

In practice, it cannot be ruled out that the enforcement of shares may even act as a hindrance to the company’s operations, particularly when the new shareholder acquires a significant stake and adopts a position at odds with that of the other shareholders. From this perspective, the effects of enforcement are not limited to satisfying the creditor, but may influence the company’s governance and stability in the long term.

The new partner’s perspective

In the same scenario where the limited liability company has several shareholders and only the shares of one or some of them are subject to enforcement proceedings, the new shareholder acquires all the rights and obligations inherent in the status of shareholder, within the limits of the acquired shareholding.

From a legal perspective, they cannot be treated as a mere financial investor, but become part of the corporate structure, with the right to attend general meetings, the right to vote, the right to dividends and the right to information regarding the company’s activities. Equally, they are required to comply with the articles of association and the decisions lawfully adopted by the company’s governing bodies.

However, the new shareholder may find that the actual economic value of the acquired stake differs significantly from the value envisaged at the time of acquisition. In the case of private companies, the lack of a market for shares and limited access to information can make it difficult to accurately assess the investment. Furthermore, strained relations with the other shareholders may considerably reduce the possibility of effectively realising the acquired rights.

Nor should it be overlooked that the successful bidder may become a shareholder in a company with debts, litigation or financial difficulties that were not fully apparent at the time of sale. For this reason, the tender specifications and documents made available to participants in the sale process are of vital importance in forming their consent.

 On the other hand, the enforcement of shares may also represent a business opportunity. Investors interested in acquiring stakes in profitable companies may use this procedure to gain access to companies which, under normal circumstances, would have been difficult to approach due to the refusal of existing shareholders to transfer their shares.

Life after enforcement

The enforcement of shares does not mark the end of legal relations, but the beginning of a new corporate reality. The creditor is satisfied, the debtor loses the stake in question, but the company continues to exist and operate, usually with a shareholder structure different from that envisaged at the time of its incorporation.

Paradoxically, the most difficult stage is not the enforcement itself, but the period that follows it. A company built on the mutual trust of its shareholders must integrate a new participant who has not been chosen, but imposed by the mechanisms of enforcement. The success of this transition depends on the ability of all parties involved to transform a conflictual event into a new corporate equilibrium.

Conclusions

Legislative developments in recent years demonstrate that the legislature has abandoned the notion that shares are exempt from enforcement and has opted for their full integration into the enforcement process. Whereas the intuitu personae nature of the limited liability company once constituted an almost insurmountable argument against pursuing shareholders, today it survives more as a distinctive feature of the relationships between shareholders than as a limitation on creditors’ rights.

Life after enforcement thus demonstrates that the limited liability company is no longer exclusively a community of persons united by trust, but also an asset capable of being realised in the interests of creditors. The practical challenge is to strike a balance between these two dimensions, so that the efficiency of enforcement does not compromise the normal functioning of the company, and the protection of shareholders’ interests does not render creditors’ rights meaningless.

An article by Laura Mihalache (Senior Partner) – lmihalache@stoica-asociatii.ro – and Marius Chelaru (Managing Associate) –mchelaru@stoica-asociatii.ro – STOICA & ASOCIAȚII.