Summons of the legal person in the event of a de facto change of registered office

DEZBATERI

Abstract

The procedure for service by public notice is not applicable to legal persons. The legislator has established the procedure of service by public notice only in the case of natural persons, since it always refers only to the defendant's domicile, not to the defendant's place of business.

The reason for such a limitation cannot be linked only to the unenforceability of the change of seat, in the absence of the appropriate registration in the Commercial Register, since Article 91 and Article 229 of the Civil Code are similar in this respect. We consider that the legislator took into account in particular the fact that the seat of the legal person is one of its constitutive elements, which results from Article 196 of the Civil Code. The registered office must be real and must exist not only at the date of the establishment of the legal person, but throughout its existence. Moreover, such a requirement is logical, since the legal person is a fiction of the law, without corporeal existence, like the natural person, so that the seat is the only element allowing its location.

Keywords: summons, legal entity, change of registered office