Legal aspects regarding the formation and structure of the share capital of the joint stock company

Abstract

The share capital of the Joint Stock Company is a baseline figure, contractual (provided in the Articles of association) and accounting (recorded in the liabilities side of the balance sheet) which shows, from a legal point of view, the level of the shareholders’ contribution obligation and, by default, the limit of shareholders’ liability, and the value of the goods of the company’s assets that are subject to the legal rules of the share capital, this being also called nominal capital or figure capital. The share capital of a Joint Stock Company is created by the shares placed by the shareholders and represents the value in kind and in cash, exclusively for certain categories of Joint Stock Companies, paid proportionally to the number and value of the subscribed shares. Analyzing the provisions of the legal acts, as well as the doctrinal opinions, we conclude that the contribution represents the manifestation of will of the shareholders, which consists in undertaking the obligation to contribute to the formation of the share capital of a Joint Stock Company determined by the transfer in ownership or use of a property in the assets of that company, in exchange for any shares, as well as the factual and legal fulfilment of such obligation by the actual transfer of such property to the company. The share capital of the Joint Stock Company includes the value of the cash and in-kind contributions paid at the time of the company’s incorporation or subsequently, by additional subscriptions. The law does not require that the contributions of the shareholders (stockholders) be equal in value or have the same object, and in the event of a single shareholder to be as a unitary object. Because, the property that forms the share capital of the Joint Stock Company ensures its economic activity and free participation in the civil circuit.