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ings of the Supreme Court General Assembly of Criminal Chambers,
under file no. 2010/16-75, decision no. 2010/159 and dated
01.06.2010; under file no. 2011/16-505, decision no. 2012/28 and
dated 14.02.2012; and under file no. 2013/11-821, decision no.
2014/478 and dated 4.11.2014 adopt this jurisprudence. In short, the
Supreme Court follows the below-summarized logic:
• Art. 44 of the BEC refers to “merchant ceasing commercial
activities.” The article makes no distinction between real person
and legal entity merchants.
• The partnership shall cease through liquidation. This is assessed
within the scope of ceasing commercial activities.
• If it were to be accepted that persons authorized to represent
and manage a company cannot be charged with the crime regu-
lated under Art. 337/a of the BEC, this would result in real per-
sons being sanctioned; however, managers of companies engag-
ing in the same act would be relieved from punishment. This
discrimination has no basis in law.
• Pursuant to Art. 354 of the BEC, in the event this crime is com-
mitted during the management and operation of a legal entity,
the managers and representatives shall be subject to the sanc-
tion. In the given Supreme Court rulings, the managers of lim-
ited liability companies are addressed.
• Accordingly, if legal entities violate Art. 44 and 337/a of the
BEC, the sanction foreseen under Art. 337/a shall apply.
As a result, commercial companies in liquidation are treated as a
merchant ceasing its commercial activities, and therefore, are obliged
to make a declaration of property and refrain from disposing of its
property for two months in accordance with Art. 44 of the BEC.
Otherwise, despite the ceasing of the legal personality, the (former)
managers of the legal entity shall be faced with the imprisonment sanc-
tion as foreseen under Art. 337/a if the relevant conditions are met.
Conclusion
It is clear that the legal framework governing the ceasing of com-
mercial activities, and the liquidation of commercial companies are
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