Thus, Art. 219 of Law no. 31/ 1990, republished and amended, provides that the General Assembly on the capital increase produces effects only if it is accomplished within one year from the date of adoption, and if the proposed capital increase is not subscribed in full the capital will only be increased to the amount of the subscriptions received, only if the conditions of the emission so provide.
THE HIGH COURT OF CASSATION AND JUSTICE DECIDED THAT CIVIL LIABILITY CANNOT OPERATE IF A COMPANY ONLY APPROVES CAPITAL INCREASE TO THE AMOUNT PAID TO DATE.
Also in this case, the applicant’s argument that the amount was not due may not be accepted because the decision had not yet been registered, for Art. 131, Par. (4) of Law no. 31/ 1990 requires filing and recording the decisions of the general assembly in the trade register for their enforceability against third parties. In addition, the AGA decision in question was adopted in the presence and with the vote of shareholders representing 100% of the share capital, therefore the applicant, thus it cannot rely on the judgment of unenforceability of the AGA decision or that, until the publication of this decision in the Official Gazette the amount was due.