The limited liability company is a flexible form of enterprise that blends elements of partnership and corporate structures.

We can define the limited liability company as that societary form, born based on the trust between two or more persons, who put together different goods in order to have commercial activities so that they can divide the profit and in which the social obligations are guaranteed with the social patrimonium. The associates are responseble only in the limits of the subscribed social capital. The first Romanian law that settled expressivly this kind of societary association was the Law nr. 31 of 1990, which determined the coordonates and the mode of organisation of this commercial society. In Europe, it firstly appeared in Germany (the GmbH) and then in France. England and USA also have similar forms of commercial organisations. One great advantage of this kind of association is the fact that it is a hybrid that combines the advantages of the two major forms of commercial companies, the corporation and the partnership. The limited liability company is constituted by an association contract and a statute, or, in some cases, by the single register. The limited liability company with a single associate is constituted only by statute. The associates can be both persons or legal personalities. The persons that sign the association contract are called founders. They can have Romanian citizenship or they can be foreigners, they be, or not, traders. (pot fi, sau nu, comercianti in sensul de persoana juridica cu activitate comerciala) Like any other contract, the association contract must fulfil some requirements, some specific, some general. The general conditions that the contract must fulfil are the associates's consent, the legal capacity, the contract's object and the the contract's cause. The consent is the manifestation of will of the associates. It must be declared, it must be made with the intention to produce legal consequinces and it must not be altered by vices. The vices of will are: the error, the provoked error and the violence, each with the specific treats. The legal capacity is manifested by the capacity of exercise and the capacity of use. All associates must have them. The company's object must not be confused with the contract's object. The contract's object is represented by the obligations which the associates must carry out, and the company's object is formed by the activities that the company is going to take: production, merchandise, import-export etc. The object of the contract must be determined or determinable, must be an activity of the one who is obliged, it must be real, possible, licit and moral and must not run counter to the rules of social cohabitation. The cause of the contract represents the participation of the associates to splitting the benefits of the company's commercial activities. The cause must be real, licit, moral and must not run counter to the rules of social cohabitation. The specific conditions of this contract are: the obligation of the associates to contribute individually to the social capital, the social capital and the participation to the profit and loss. The contributions can consist of liquidities or goods. The consequinces of not respecting the conditions of the contract are provided by the law, which stipulates as a castigation the nulity of the contract. The effects of the nulity vary in function of the condtion that is infringed. If the condtions that are violated are the consent or the capacity, then the contract will be hit by nulity only between the associates that are affected by the lack of consent or capacity. The object and the cause will affect the contract as a whole. Regarding the formal conditions of the contract, it must be written and signed by all the associates. While the first condition is provided ad validitatem, the second one is necessary ad probationem. Exceptionally, when the company's social capital has real estate goods, the constract must be authenticated. Also, for oposability, the contract must have a certified date. The content of the contract is formed by different kind of clauses, like the clauses of identification of the associates, the clasuses for the identification of the company (the name, the company type, the headquarters), the clauses regarding the management and administration, the

clauses regarding the rights and obligations of the associates, the clauses that indicate the secondary quarters, the clauses regarding the charcateristics of the company (object, capital, apports, social parts, company's duration etc.), clauses regarding the dissolution or the abolition of the company and so on. The company's status, is like a complimentary act for the association contract. Because of the relatively high complexity of this societary form, the status has the role to stipulate it's specificity, so it will contain those provisions referring to the organisation and funtionality of this type of companies (they will reffer to the general assembly, the administration etc.). The associates's consent to constituting the company will be edited. The registered writings are presented to the public registrer for authentification by the person designated as an administrator of the company or by an associate who was given the power to act as a representative for the company. The matriculation of the company and it's branches is made in the conditions stipulated in the Law nr. 26 of 1990 regarding the Commercial Registry. The procedure of obtaining the notices of approval and the authorisations necessary for the activity of the company is winded by the Office of the Commercial Registry. The extending of the company's activities can be realised through the founding of subsidiaries and branches, which will have the same activity as the company itself. As a conclusion we can say that the limited litigation company appeared as a response to the needs of the commerce, being a hybrid between corporations and partnerships, presenting the advantages of both.