SOME THEORETICAL AND PRACTICAL ASPECTS CONCERNING THE NULLITY OF TRADING COMPANIES

Nullity is the civil legal sanction which determines the ineffectiveness of the juridical act, by depriving it of those effects that do not comply with the legal provisions enacted for its lawful conclusion. The sanction is applicable to both civil legal acts, among which the company contract, and legal entities, including trading companies, however, with different grounds and effects. In time, the legal doctrine has created a special category of commercial law nullities, with distinct features from those of common law nullities. In the new Civil code, the causes and effects of the company’s nullity have been taken in toto from the trading legislation and applied to all legal entities, irrespective of their legal status, which in turn has led to fierce controversies. The Article begins with a general overview of the causes and effects of the civil legal act’s nullity, including that of the company contract. The second part tackles the isssue of trading companies’ nullity, as well as that of all legal entities, according to both national and European legislation. The final part of the paper is dedicated to some proposals for the amendment and harmonization of the common law with the specific legislation on trading companies