USV Annals of Economics and Public Administration (Dec 2013)
ARTICLES AND MEMORANDUM OF ASSOCIATION OF THE LIMITED LIABILITY COMPANY
Abstract
The memorandum of association is, in all cases, the product of the concordant meeting of the shareholders’ will to express in the field of legal relationships as a unity. The accomplishment of the memorandum of association cannot be imposed, under any circumstance, by any law or court. It is fair that, in certain situations, the law imposes the parties decided to conclude the memorandum a certain form, yet it cannot substitute for their will to conclude its generator legal instrument. If the parties’ will is sovereign in what concerns the expression of the option of association by concluding the memorandum, once manifested, it must be subordinated to the legal provisions regarding the general and special substantive and formal conditions and to the content of the agreement, as well as to the law and good practices.
