Decision of the general meeting of the associates of a limited liability company, which established the closure of the company's activity from the secondary offices, as well as the sale to a third party of the goodwill.

LITIGII CU PROFESIONIŞTI

Abstract

The provisions of Article 192 of Law no.31 / 1990 clearly establish that the vote of all the associates is necessary in case of decisions amending the articles of incorporation, the exception being expressly provided by law, respectively the situation in which the law or the articles of incorporation provides otherwise. The decision to close the company's activity from two of the working points and to alienate the goodwill related to one of these  secondary offices, represents a modification of the articles of incorporation, whereas it concerns essential elements that are thus changed and refer to the scope of business and patrimony and can only be made with the vote of all the associates. If the legally constituted meeting cannot make decisions due to the lack of the vote of all the associates, then the decision cannot be made and the dissatisfied associates have other legal ways to remedy the conflict between the associates..