The Concept and Legal Nature of Goodwill in the Context of Law No.265/2022 on the Trade Register

Abstract

In practice, the sale of goodwill is not straightforward because it involves the transfer of ownership of both movable and immovable property. The sale of goodwill, although governed by the rules laid down in the Civil Code, is a complex operation that requires compliance with and implementation of legal provisions in acts other than the Civil Code. If the goodwill forming the subject matter of the contract of sale includes intellectual property rights and/or industrial property rights, one must take into account the rules laid down by the law specific to each right, which requires the conclusion of contracts of assignment, license, etc., which must contain certain provisions on the terms of use, duration, and extent of the assignment which is why it is necessary to have as much knowledge as possible of the legal nature of this complex legal institution of goodwill.