Abstract

The article discusses the rules of disaggregating companies’ liability towards creditors as set forth in Ar. 546 § 1 of the Commercial Companies Code. The author presents possible ways of interpretation expressed in the doctrine and case-law. Then, the author goes on to defend a thesis that: (i) liability under Art. 546 § 1 of the Commercial Companies Code is not of a subsidiary nature and covers all types of obligations, and (ii) the disaggregated company participating in the spin-off holds joint and several unlimited financial liability.