Unofficial translation
Unofficial translation.
Note:In the text of the Law the expression "Ministry of
Privatization and Administration of State Property" is replaced
with the expression "Department of Privatization and Administration
of State Property within the Ministry of Economy and Reforms" by
Law No. 358-XIV from 15.04.99
Note:In the text of the Law, the words "bodies of state power
and of state administration", "state bodies" are replaced with the
words "public administration authorities" at the respective mode,
the words "local public administration bodies" are replaced with
the words "local public administration authorities" at the
respective mode by Law No. 1167 from 30.04.97
Note:See Parliamentary Decision No. 846-XII from 01.04.92 "On
the implementation of the Law on enterprises and
entrepreneurship".
THE LAW OF THE REPUBLIC OF MOLDOVA
"ON ENTERPRISES AND ENTREPRENEURSHIP"
The present Law determines the persons, who are authorized on
their own behalf to carry out entrepreneurial activity in the
Republic of Moldova (RM) and to establish juridical, organizational
and economic bases for this activity.
The present Law should not be applied to physical or juridical
persons, which are carrying out other kinds of activity besides
entrepreneurial.
CHAPTER I
GENERAL DIRECTIONS
Article 1. ENTREPRENEURSHIP
1. Entrepreneurship represents an initiative carried out on
somebody own behalf, under somebody own risk and responsibility,
activity of citizens and their associations, including commodities
production, jobs implementation, services with the view of
providing permanent source of profit.
2. Working under a labor contract does not represent on
entrepreneurial activity (entrepreneurship).
3. Entrepreneurship dealing with elaboration and application of
inventions, rationalizing proposals, scientific discoveries,
creation of pieces of art and literature or other objects
representing an intellectual property should be regulated by the
present Law and a special legislation.
Article 2. ENTREPRENEURS
(The title modified by the law No. 1167-XIII from 30.04.97).
1. Entrepreneur may be:
(Modified by the law No. 1167-XIII from 30.04.97).any citizen of
the RM not limited in their rights in the order established by the
present Law, or other legislative acts;
any foreign citizen or person without citizenship, according to
the effective legislation;
any group of citizens or persons without citizenship (partners)
- collective entrepreneur,
any juridical and physical person according to its goals and to
the legislation.
(Sub-paragraph 4 in the redaction of the Law No. 1167-XIII from
30.04.97)
(Introduced by the Law No. 672-XIII from 28.11.95)
The State and local authorities are special subjects of
entrepreneurship. Entrepreneurship at state (municipal) enterprises
is performed by managers according to the contracts signed with
them.
(Paragraph amended by the Law No. 1167-XIII from 30.04.97)
2. The entrepreneurship of the leaders and specialists from
state units, who are authorized to resolve the problems dealing
with performance or control of the entrepreneurial activity is
prohibited.
(Point 3 abolished by the Law no. 1167-XIII from 30.04.97)
Article 3. THE ENTERPRISE
1. Entrepreneurship is performed in the juridical-organizational
form of enterprise.
2. The enterprise represents an economic object, created by the
entrepreneur in an legal order.
3. The enterprise, under the Law, has the rights of juridical or
physical person.
Enterprises - juridical entities or enterprises - physical
persons have the same rights and obligations except the patrimony
responsibility according to their liabilities.
4. The enterprise becomes subject of law from the moment of its
state registration.
(Point 4 introduced by the Law no. 1167-XIII from 30.04.97)
Article 4. THE MANAGING DIRECTOR OF AN ENTERPRISE
1. The owner of patrimony (entrepreneur) has the right to
authorize completely or partially the managing director to act on
his behalf under the contract.
The contract between the owner of the enterprise and managing
director specifies the rights and mutual obligations of the
parties, including the limitation of the right of property using
and disposal; realization of separate activities; financial
relations; the responsibility for negligence or wrong
implementation of the duties; as well as the terms of the contract
and the nullification conditions.
The contract may include other conditions which do not
contradict the legislation.
2. The managing director bears material responsibility for
negligence of the duty or wrong implementation of the duty under
the conditions of the contract.
3. The owner and any other third person should not intervene the
activities of the managing director within the period of the
contract effectiveness, except under special conditions envisaged
by the contract.
Article 5. THE LEGISLATION ON ENTREPRENEURSHIP
1. Relations connected with entrepreneurship, independent of the
forms of ownership and activity, are regulated by the present Law,
civil code and other legislation.
2. The details of entrepreneurial activity of foreign juridical
entities and physical persons are regulated also by the legislation
on foreign investments.
3. Relations where one of the parties represents foreign
juridical entities or physical persons, are regulated by the
conditions of the international contract, if they differ from the
norms established by the legislation on entrepreneurship.
CHAPTER II
FUNDAMENTALS OF ENTREPRENEURSHIPArticle 6. THE RIGHTS OF THE
ENTERPRISE
(Title modified by the Law No. 1167-XIII from 30.04.97)
The enterprise with respect to the legislation in force has the
right to:
(Some words modified by the Law No. 1167-XIII from 30.04.97)
carry out, under its firm, entrepreneurial activity;
(Sub-par. Modified by the Law No. 1167-XIII from 30.04.97)
purchase the property and rights for property (including
intellectual property) of other juridical entities or physical
persons, with the view of carrying out the entrepreneurial
activity;
participate with his own property in the activity of other
economic entities;
use during his activity any forms of resources, including
natural, informational and intellectual;
determine independently the types of works, formulate productive
programs, choose suppliers and consumers of the produced products
(jobs, services), implement under the contract state orders ;
determine independently the prices and tariffs on produced
products (works, services);
(Sub-par. Modified by the Law No. 1167-XIII from 30.04.97)
open accounts in banks for cash, credit, clearing and other bank
operations;
hire and dismiss the employees according to their labor
contracts (agreements) or on other basis;
establish independently the forms and sizes of the wages and
other types of income of hired employees;
be agent of foreign economic relations;
(In the redaction of the Law No. 672-XIII from 28.11.95)
perform hard currency operations;
manage freely the income (profit) accrued as a result of
entrepreneurial activities, remained after settling bills on taxes
and insertion of other obligatory payments;
receive any unlimited personal income;
benefit from services of social state insurance system, medical
and social insurance;
lodge a complaint against the actions of state or other bodies,
which limit its legal rights and interests.
(Last par. modified according to the Law No. 1322 from
25.09.97)
Article 7. DUTIES OF THE ENTERPRISE
(Title modified by the Law No. 1167-XIII from 30.04.97)
According to the effective legislation the enterprise is
required to:
(Some words modified by the Law No. 1167-XIII from 30.04.97)
respect the rules of the market under the conditions of free
competition, rights and legal interests of consumers, provide good
quality of produced products (jobs, services) ;
obtain government license on the type of activity if
necessary;
sign labor contracts (agreements) with the employees and when
necessary - collective contracts with trade unions, representing
the interests of working collectives. The enterprise should not
prohibit the creation of employees' associations - trade unions
-with the view of defending of their social-economic interests;
pay into the budget, to employees, creditors and according to
other liabilities;
pay the wages to the employees not less then the minimal salary,
established in the Republic;
according to the labor contract (agreement) provide proper labor
conditions, safety precautions, production and sanitary norms, fire
security and minimize the environment pollution;
establish social and other necessary insurance for the hired
employees;
preserve, according to the determined terms, the documents
created during its activity, and in case that the activity is
ceased, to transmit in the state archives the documents that are
part of the Archives Fund of the Republic of Moldova and the
documents concerning the personnel.
(Art. 7 completed by the Law No. 183-XIV from 28.10.98)
Article 8. THE STATE AND THE ENTERPRISE
(Title modified by the Law No. 1167-XIII from 30.04.97)
1. The state creates equal legal and economical conditions for
all enterprises, guarantees the observation of their rights and
legal interests, promotes the development of free and honest
competition between them, provides for them equal possibilities
(opportunities) for the use of material, technical, natural, labor,
financial and informational resources, not allowing the
monopolization of the market of those resources, regulates the
entrepreneurial activity under the effective legislation.
(Par. 1 modified by the Law No. 1167-XIII from 30.04.97)
2. The government, public administration authorities as well as
local public administration authorities can give instructions to
enterprises only within the limits of their competence, established
by legislation.
(Par. modified by the Law No. 1167-XIII from 30.04.97)
If as a result of an act issued by the state or other bodies,
which is not within their competence or is not under legislation,
and which infringe the rights of the enterprise, it has the right
to appeal to the court in order to confirm the invalidity of that
act.
(Par. modified by the Law No. 1322 from 25.09.97)
(Par. modified by the Law No. 1167-XIII from 30.04.97)
Damages, including lost interest, caused to the enterprise as
the result of the implementation by it of instructions of public
administration or other bodies of public officials from these
bodies, which infringed the rights of the enterprise, as well as a
result of improper fulfillment by these bodies or public officials,
of their obligations envisaged by legislation, concerning the
enterprise, should be compensated by these bodies.
(Par. modified by the Law No. 1167-XIII from 30.04.97)
Conflicts on compensation of above mentioned losses should be
resolved by the competent court.
(Par. modified by the Law No. 1322 from 25.09.97)
(Par. modified by the Law No. 1167-XIII from 30.04.97)
3. In case of establishment in the republic, under effective
legislation, of the extreme situation or in the conditions when
there are calamities in a district, the enterprises should respect
the instructions of public administration authorities or local
public administration authorities.
(Point 3 of Art. 8 modified by the Law No. 1167-XIII from
30.04.97)
Article 9. TAXATION OF THE ENTREPRENEURIAL ACTIVITY
Taxation of entrepreneurial activity is done according to the
fiscal legislation.
(Art. 9 in the redaction of the Law No. 1592-XII from
27.02.98)
Article 10. REGULATION OF ENTREPRENEURIAL ACTIVITY
1. The enterprise may undertake any sort of activity, except
those, which are prohibited by the effective legislation.
2. The enterprise has the right to undertake any sort of venture
which is determined by the legislature only after obtaining state
license on any stipulated activity. State licenses are issued by
the Government or, at its disposal, by another public
administration authority.
The list of all these sorts of activities and order off state
license issuing is established by the legislation. The state
license should be issued in 30 days from the day of application
submission by the enterprise.
A tangible reason must be given upon refusal of license issue.
Refusal of license cannot be explained by inexpedient establishment
of any sort of business.
3. State enterprises are allowed exclusively:
to prepare and sell drugs, with strong effect and toxic,
including the seeding, cultivation and sale of culture that contain
drugs of toxic substances;
the treatment through surgery intervention and invasive methods,
supervision and treatment of pregnant women, drug addicted, people
sick of cancer, dangerous and particularly dangerous contagious
illnesses, including dermato-venerical diseases, as well as
psychiatric illnesses in aggressive forms and the issuing of the
corresponding certificates;
expertise for determining the temporary or permanent loss of
work capacity, as well as medical examinations and periodical and
preventive controls of citizens;
treatment of animals which suffer of dangerous diseases;
making of medals;
producing emblems that confirm the payment of taxes and state
fees;
postal services (except express mail), telegraphic,
international telecommunications services, making mail stamps;
making and selling armored and special military technique, all
kinds of arms, as well as their reparation (except sports and
hunting guns), making and selling ammunitions and explosives;
state evidence, state registration and technical inventory
(including passports services) of immobile goods, re-establishing
documents for property right and administration of these goods;
printing and money issuing, printing state securities;
making astronomo-geodesical works, gravimetric works,
hydrometrology works.
(Par. 11 point 3 in the redaction of Law No. 237-XIII from
23.12.98)
4. The enterprise for the performance of the activity which
needs licensing or is prohibited in the republic, as well as for
that which is allowed only for state enterprises, is liable at the
rate of the whole profit during the period of time that the
violation took place and has to pay a penalty in the same amount.
These sums are transferred in equal parts in the state budget and
in the respective local budget. At the same time, the chief manager
of the enterprise is not relieved from any other responsibility,
for the performed activity, which is envisaged in legislature.
(Art. 10 in the redaction of the Law No. 1167-XIII from
30.04.97)
(Par. 1 art. 10 in the redaction of the Law No. 672-XIII from
28.11.95)
(Par. 3 art. 10 in the redaction of the Law No. 672-XIII from
28.11.95)
Article 11. ENTREPRENEURIAL ACTIVITY OF FOREIGN CITIZENS AND
PERSONS WITHOUT CITIZENSHIP
Foreign citizens and persons without citizenship, while carrying
out entrepreneurial activity on the territory of the Republic of
Moldova, enjoy the same rights as Moldavian citizens, unless
something else is envisaged by actual legislation.
Article 12. CONTROL OF ENTREPRENEURIAL ACTIVITY
1. The enterprise, independent of the organizational-juridical
form of his enterprise, should provide reports on accounts and
statistical data in the order established by actual
legislation.
(Par. 1 modified by the Law No. 1167-XIII from 30.04.97)
2. The enterprise according to the legislation should submit to
public administration authorities the necessary information for
fixation and for introduction in the Republic of Moldova of a
system of duties and informational processing.
(Par. 2 modified by the Law No. 1187-XIII from 30.04.97)
3. The enterprise has the right not to submit the information,
which represents a commercial secret. The list of information which
represent a commercial secret is determined by the enterprise. The
list of information, which should not represent a commercial secret
is determined by the Law on commercial secret.
(Par. 3 modified by the Law No. 1167-XIII from 30.04.97)
(In the redaction of the Law No. 672-XIII from 28.11.95)
4. Control, fiscal, environmental protection, antimonopoly
bodies and other public administration authorities which are
authorized to supervise the activity of the enterprise should
perform their functions in the limits of their competence and under
the order established by legislation.
The enterprise should be informed on the results of the
control.
(Par. 4 modified by the Law No. 1167-XIII from 30.04.97)
CHAPTER III ORGANIZATIONAL LEGAL FORMS OF THE ENTREPRENEURIAL
ACTIVITY
Article 13 . FORMS OF ENTREPRENEURSHIP ACTIVITY
1. Entrepreneurship activity can be established in the following
organizational-legal forms:
a)individual enterprise;
b) collective society;
c)official association;
d)joint-stock company;
e)company with limited responsibility;
f)industrial cooperative;
g)rental enterprise;
h)state and municipal enterprise.
(In redaction of the Law No. 672-XIII from 28.11.95)
2. Individual labor activity is regarded as entrepreneurship and
is performed in an organizational-legal form of individual
enterprise.
3. Enterprises with foreign capital are established in the
Republic of Moldova in the organizational-legal forms, indicated in
item 1 of the present article. The detail of registration and
activity of such enterprises are determined by the Law on Foreign
Investments.
4. Any enterprise indicated in item 1 of the present article
(depending on the number of staff and other criteria) according to
actual legislation may be regarded as a small enterprise.
(In the redaction of the Law No. 672-XIII from 28.11.95)
5. The enterprise dealing with special activities as banking,
insurance, exchange or others are established in one of the
organizational juridical forms, indicated at letters d), e), h) in
item 1 of the present article. The detail of foundation,
registration of their activity or dissolution are determined by the
corresponding legislation.
(In redaction of the Law No. 672-XIII from 28.11.95)
6. In order to perform their statutory tasks religious and
non-governmental organizations, according to the legislation have
the right to fund or to participate at the creation and
co-ownership of collective societies and official societies,
limited liability companies and joint stock companies.
(In redaction of the Law No. 672-XIII from 28.11.95)
7. Any citizen can be founder of only one individual enterprise.
Legal or physical persons can be associates to only one limited
liability company or official company.
(Par. 7 in redaction of the Law No. 1176-XIII from 30.
04.97)
Article 14. INDIVIDUAL ENTERPRISE
1. The individual enterprise is that one which belongs to the
citizen under his rights of ownership or belongs to the members of
his family on the basis of collective property. The patrimony of an
enterprise is formed on the basis of citizen's (family's) property
or from other resources which are not prohibited by Law.
2. An individual enterprise does not represent a juridical
entity (person) and is performing legal activities as a physical
person. The property of the individual enterprise is not separated
from the property of the individual.
The entrepreneur, owning an individual enterprise, bears
unlimited responsibility on his liabilities with all his property,
except the property that cannot be reprimanded under the actual
legislation.
The numbers of the family-owners of the enterprise bears
unlimited solidary responsibility on its liabilities with all their
property, except the property, which cannot be reprimanded, under
the actual legislation.
3. The order of foundation, registration and dissolution of
individual enterprises is regulated by the present Law and civil
legislation.
(Par. 2 abrogated by the Law No. 1167-XIII from 30.04.97)
4. The foundation document of the individual enterprise is
represented by the resolution signed by the founder (founders),
which include:
a) name, last name, date of birth, citizenship, living address
(or all this for each founder) ;
b) name, last name, date of birth, living address of the leader
(director) of the enterprise - in the case when he is not a founder
;
c) the firm of enterprise including the short name;
d) the location of enterprise;
e) the foundation date;
f) kinds of activity;
g) the conditions of reorganization and dissolution of the
enterprise.
The resolution on the foundation of an enterprise may include as
well other documents which do not contradict the actual
legislation.
5. The firm of individual enterprise, as well as the shortest
one, should contain the words individual enterprise or I.E. and at
least one name of the founders.
Article 15. COLLECTIVE ASSOSIATION
1. A collective association represents an enterprise founded by
two or more juridical and (or) physical persons, who put together
their property with the view of jointly performing entrepreneurial
activity under one firm on the basis of foundation (society)
agreement between them.
(In the redaction of the Law No. 672-XIII from 28.11.95)
2. The collective association does not represent a juridical
person (entity) and is performing legal activities as a physical
person. For the obligations of the society all its participants
bear unlimited solidary responsibility with all their property,
except the property, which can not be reprimanded under the
effective legislation.
The complete association is not responsible on liabilities of
its members, which are not connected with the activities of the
association.
3. The details of establishment, activity and dissolution of a
complete association are regulated by legislation on economic
societies, civil legislation as well as by the foundation
agreement.
Article 16. COMMANDITE ASSOCIATION
1. Commandite association represents an enterprise founded by
two or more juridical and (or) physical persons, who put together
their property with the view of collective entrepreneurial activity
under one firm on the basis of foundation (society) agreement
between them.
(In redaction of the Law No. 672-XIII from 28.11.95)
The "commandite" association includes not less than one
shareholder and one "commanditist".
2. The "commandite" association does not represent a juridical
person and is performing legal activity as a physical person. The
shareholders bear unlimited solidary responsibility with all their
patrimony on the liabilities of the association, except the
property, which can not be reprimanded and the actual legislation,
but the "commandites" are liable only with the part of their
property (contribution), transferred to the association of the
basis of foundation (society) agreement.
The "commandite" association is not responsible on the
liabilities of its members, which are not connected with the
activity of the association.
3. The details of foundation, activity and dissolution of a
"commandite" association are regulated by the legislation as
economic associations, civil legislation and foundation (society)
contract.
Article 17. THE JOINT-STOCK COMPANY, THE COMPANY WITH LIMITED
RESPONSIBILITY
1.The joint-stock company and the company with limited
responsibility are enterprises, founded by two or more juridical
and (or) physical persons, which put together their property for
the further joint entrepreneurial activity under one firm on the
basis of the agreement of foundation (society) and the statute.
(In redaction of the Law No. 672-XIII from 28.11.95)
The joint-stock company or the limited liability company can be
also created by one single physical or juridical person.
(Par. introduced by the Law No. 1167-XIII from 30.04.97)
In limited liability societies and joint-stock companies of
closed type (except the agricultural ones) the number of associates
cannot be larger than 50.
(Par. introduced by the Law No. 1291-XIII from 22.07.97)
The initial capital of the companies is totally divided in
shares, which belong to its participants. A document confirming the
right of the participants for his share represents: in a
joint-stock company - the stock, in the company with limited
responsibility -the share certificate.
2. A joint-stock company and a company with limited
responsibility are regarded as juridical entities and are
responsible on their liabilities with all their property.
The participants of a joint-stock company or company with
limited responsibility are liable only at the amount of cost of
their share.
3. The detail of foundation, activity and dissolution of a
joint-stock company and company with limited responsibility are
regulated by the legislation on joint-stock and economic companies,
civil legislation, as well as by foundation contract and articles
of association.
Article 18. INDUSTRIAL COOPERATIVE
1. The industrial cooperative is an enterprise founded by three
or more citizens, which put together their property for further
performing of joint entrepreneurial activity under the same firm on
the basis of the statute signed by them.
(In redaction of the Law No. 672-XIII from 38.11.95)
2. The industrial cooperative is a juridical person and is
liable with the property of the enterprise. The participants are
liable only at the amount of cost of their share in the
cooperative's property, and if that property is not enough then
they are bear responsibility with their own property at the amount
not less the envisaged by legislation.
3. The details of foundation, registration, activity and
dissolution of industrial cooperatives and their associations and
enterprises founded by them are regulated by the Law on
cooperatives, civil legislation and statutes of the mentioned
organizations.
(Par. 3 in redaction of the Law No. 1167-XIII from 30.04.97)
Article 19. RENTAL ENTERPRISES
1. Rental enterprise is the enterprise established by the
members of staff of converted state (municipal) enterprises and
their units (sub-units), re-organized with a view of performing of
joint entrepreneurial activity under one firm on the basis of
statutes and contract on the rent of state (municipal)
property.
2. Rental enterprises are juridical persons and are responsible
on their liabilities with the property of enterprise. The members
of the enterprise bear the responsibility at the amount of their
share in the property of enterprise.
3. The details of establishment, activity and dissolution of
rental enterprises are regulated by the legislation on rent, civil
legislation, contracts on rent, as well as by statutes of the
respective enterprises.
(Art. 19 in redaction of the Law No. 672-XIII from 28.11.95)
Article 20. STATE AND MUNICIPAL ENTERPRISE.
1. The state enterprise is established and the property for it
is distributed by the Government or authorized bodies of state
governing.
The municipal enterprise is established and property for it is
distributed by local self-administration authorities.
2. State and municipal enterprises are juridical persons and a
liable with all the property of the enterprise.
The public administration authorities and local public
administration authorities do not bear personal responsibility on
the liability of the state and municipal enterprise. These
enterprises do not bear responsibility on the liabilities of public
administration authorities or local public administration
authorities.
3. The details of foundation, activity and dissolution of state
enterprises is regulated by the legislation on state enterprise,
civil legislation as well as by statute of the enterprise.
The detail of creation (establishment), activity and dissolution
of municipal enterprises are determined by local public
administration authorities on the basis of the present Law, civil
legislation, as well as by the statute of the enterprise.
Article 21. BRANCHES AND REPRESENTATIONS OF ENTERPRISES
1. The enterprise has the right to open branches and
representations with the right to open sub-account.
2. The branch is a part of enterprise, located in a remote
region and performing enterprises's functions.
The representation is a part of enterprise located in a remote
region, performing protection and interests representation of the
enterprise, deals which a legal and are on the behalf of the
enterprise.
The branch and representation should be indicated in the
documents of foundation.
3. The branch and representations are not regarded as juridical
persons. Their property belongs to the enterprise and their
activity should be based on enterprise's regulation.
The direction of the branch or representation is chosen by the
enterprise and he is acting according to issued authorization
paper.
The branches have their balances, which are included in the
balances of the enterprise-founder.
4. The enterprise bears responsibility on the liabilities of
branches and representations and vice versa.
5. As a derogation from par. 1, 3 and 4 of the present article,
branches and representations of enterprises of foreign states are
founded as legal persons.
Branches and representations of the enterprises of foreign
states perform their activity according to the legislation of the
Republic of Moldova and to the regulations approved by the
founder-enterprise. The particularities of their founding is
regulated by legislation.
(Par. 5 introduced by the Law No. 1167 from 30.04.97)
6. The firm of the branch (representation) will contain the firm
of the enterprise that founded it by indicating the premises of the
branch (representation), the word "branch" ("representation"), as
well as, the enterpreneur's disposal, the type of activity of the
branch and other information which is not prohibited by the
legislation.
Article 22. UNIONS OF ENTERPRISES
1.In order to coordinate their activity, in order to create
favorable conditions for the performance and defending production
interests, technical-scientific, social and other commun interests,
enterprises have the right to found societies in the form of
associations, unions, concerns, which will be non-commercial
organizations.
If, at the decision of the associates, the respective society
will practice entrepreneurship activity, such a society will be
reorganized in economic society or will be entitled to create an
economic society or will participate in the activity of such an
economic society.
(Par. 1 in redaction of the Law No. 1167 from 30.04.97)
2. The creation and the activity of unions is allowed in the
following cases:
a)in case of voluntary entrance of enterprises in the union and
exit from the union in the conditions provided by the contract or
statute of the union;
b)in case of respecting the anti-monopoly legislation and other
normative acts;
c)in case of organization on the basis of a contract of reports
between enterprises which are member of the union.
3. The society is a legal person and operates on the basis of
the contract and statute. The society has to have its own firm
(name), separate patrimony and distinct patrimony, centralized own
accountancy, deduction account and other accounts in financial
institutions, stamp with its firm and other characteristic
elements.
The firm of the society will include one of the words:
"association", "union"or "concern".
The statute of the society will comprise: the firm, the premises
(legal address), the goal of activity, the list of the associates,
the conditions of creation and the competence of adminstration
bodies, the way of taking decisions, as well as the way of
distributing the remained assets after the dissolution of the
society.
(Par. 3 in redaction of the Law No. 1167 from 30.04.97)
4. Enterprises that enter in the society can preserve their
independence and the rights of legal or physical person.
The associates of the society, in their entrepreneurial
activity, can use the firm of the society, by indicating their
belonging to it.
(Par. 4 in redaction of Law no. 1167 from 30.04.97)
5. The union is not liable for the obligations of the
enterprises that are part of the union, and the enterprises are not
liable for the obligations of the union, if constituent document do
not provide otherwise.
6. Registration and re-registration of unions, conditions of
activity, as well as reorganization or dissolution is made in
accordance with the present Law, anti-monopoly legislation and
other normative acts.
(Art. 22 in redaction of Law No. 1148-XII from 04.08.92)
CHAPTER IV
ESTABLISHMENT OF AN ENTERPRISE
Article 23. GENERAL CONDITIONS OF THE ESTABLISHMENT
1.The enterprise could be established:
by the owner (owners) of patrimony under his initiative or by an
authorized by him (them) juridical or physical person;
as a result of compulsory division of the enterprise under the
anti-monopoly legislation.
2. The order of establishment of an enterprise is
determined:
for individual enterprises - by the present Law;
for enterprises of other organizational-legal forms - by the
present Law and other legislative acts.
3. The documents of incorporation of an enterprise are:
the decision to establish an enterprise - for the individual
enterprises;
the incorporation agreement - for collective and "commandite"
associations ;
the incorporation agreement and the statute - for joint-stock
companies, limited liability companies and industrial cooperatives.
In case of creation of a joint-stock company or of a limited
liability company by only one person, instead of a contract of
incorporation (society) the founder makes a declaration of creation
of the society. The declaration has to comprise the same data as
the contract and is made according to the requirements stipulated
by the incorporation (society) contract;
(Sub-par. in redaction of the Law No. 1167 from 30.04.97)
rental contract of state (municipal) assets for rent
enterprises.
(In redaction of the Law No. 672-XIII from 28.11.95)
statute and Government decision - for state enterprises; statute
and decision of local public administration authorities - for
municipal enterprises
(Sub-par. introduced by the Law no. 1167 from 30.04.97)
the incorporation documents should include the following
information: name (firm), location, date of incorporation, kinds of
activities, the liability of the entrepreneur, the conditions of
organization and liquidation of the enterprise, firms (names) and
location (addresses) of the founders and in cases envisaged by
legislation - of the participants too, as well as other conditions
of incorporation and activity of the enterprise, envisaged by
actual legislation.
The incorporation documents may include other instructions or
information, which does not contradict the legislation. The
incorporation documents of the enterprise should be confirmed by
the founder (founders).
Article 24. FIRM AND ITS UTILIZATION
1. The entrepreneur and the enterprise founded by him are
performing the activity under a firm. The branches and
representations of the enterprise are performing their activity
under the firm of the enterprise.
2. The firm (name) should include:
a) the concrete name of the enterprise or other data, which
allow to distinguish it from another one while for individual
enterprises, collective and "commandite" associations, the name
(firm) of not less than one owner of individual enterprise or
shareholder of association;
b) the pall or short indication of the organizational-juridical
form of the enterprise;
c) the indication of the main kind of activity - for the
enterprise-juridical person.
The firm of the enterprise may include other data or
information, which does not contradict the actual legislation.
(Par. 2 modified by the Law No. 183-XIV from 28.10.98)
3. The enterprise may use a short firm, which should include the
data indicated in item "a" and "b" of the present article.
4. The enterprise is obliged to use the firm (including the
short one) only in the form, which is registered in the state
commercial register.
From the date of publication in the "Official Journal of the
Republic of Moldova" of the announcement on the dissolution of the
enterprise, its firm will be used with the words "in process of
dissolution".
(Introduced by the Law No. 672-XIII from 29.11.95)
5. The firm may be used as a trade-mark, provided that it is
registered according to the Law on trademarks and names of origin
of products.
(Par. 5 modified by the Law No. 183-XIV from 28.10.98)
6. The full firm should be present on all administrative
buildings of the enterprises, with juridical personality.
Article 25. LIMITATIONS ON UTILIZATION OF SOME FIRMS
1. The entrepreneur can not use the firm, which:
a) coincides or by the definition of a state registration body
is similar to the firm of other registered enterprise;
b) includes the official name of the state, its bodies, local
public administration authorities and public organizations, direct
or indirect indication of belonging to the mentioned bodies or
organizations.
These restrictions do not extend on the enterprises of whose
main type of activity is distributing mass information, if its
founders are the bodies and organizations mentioned under this
item;
c) does not include ail the data indicated in item 24 of the
present Law;
d) includes data and the graphic ones, which are prohibited by
legislation.
2.If more persons have presented for state registration firms
that coincide or are similar, the right of registration for that
firm is given to the person that has submitted the first the
request of registration of the respective firm at the state
registration body.
(Par. 2 modified by the Law No. 1167 from 30.04.97)
3. For the utilization in the firm of a historical or other
personality name is necessary the permission of the Government or
relatives.
Under the request of the mentioned in this item persons the body
of state registration an adopt the decision to exclude the name
from the firm.
(Par. 4 abrogated by the Law No. 1167 from 30.04.97)
Article 26. THE RIGHT FOR FIRM
1. The enterprise whose firm was registered in the established
by the present Law order, has the exclusive right on its
utilization.
(Par. 1 modified by the Law No. 183-XIV from 28.10.98)
(Par. 1 modified by the Law No. 1167 from 30.04.97)
2. The person, who is using a firm registered by the another
one, already registered, under the request of the owner of the
right for firm is obliged to stop the utilization and reimburse the
losses to the owner.
3. For the utilization during his activity of a firm, which was
not registered in the state commercial register, under the
competent court decision the enterprise should pay a penalty in the
amount of 10 to 100 minimum salaries, taking as a basis the minimum
salary established in the republic, which will be transferred to
state budget.
(Par. modified by the Law no. 1322 from 25.09.97)
(Point 3 modified by the Law No. 1167 from 30.04.97)
The right for the bringing an action in order to apply such a
sanction has the State Registration House at the Ministry of
Justice, local public administration authorities, bodies and
organizations, which under the legislation are obliged to protect
the interests of the customers.
CHAPTER V
THE REGISTRATION AND RE-REGISTRATION OF THE ENTERPRISE.
Article 27. THE PRINCIPLES OF REGISTRATION
1. The entrepreneur is obliged to register the founded by him
enterprise, its branches, representations (hereinafter referred to
as enterprises) on the territory of the Republic of Moldova, from
the very beginning of their economic activity.
The profit (income) earned during the activity of not registered
enterprises is collected through the decision of the court and
transferred to state budget.
(In redaction of the Law No. 672-XIII from 28.11.95)
2. The enterprise is registered by the state registration house
at the Ministry of Justice in the region, where the enterprise is
located.
The location of the enterprise is the place, where are the
administrative bodies of the enterprise.
3. For registration is collected a payment in the amount
established by the Government.
4. The State Registration House in registering the enterprise in
the state commercial register and is informing the entrepreneur on
the registration number of his enterprise.
5. The enterprises are registered obligatory at fiscal bodies in
order for them to receive fiscal codes according to the legislation
in force.
(Point 5 modified by the Law No. 1167 from 30.04.97)
(Point 5 introduced by the Law No. 416-XIII from 29.03.95)
Article 28. PROCEDURE OF REGISTRATION
1. For registration of the enterprise, the following documents
should be submitted:
a) application, containing data, necessary for registration in
the state commercial register, signed by the founder (founders) of
the enterprise;
b) the foundation documents of the enterprise; c) the document
confirming the payment for registration,
d)the authorization of the Department of Privatization and
Administration of State Property within the Ministry of Economy and
Reforms for re-organized enterprises from state enterprises and
enterprises whose social capital contains a share of state
property;
(Let. d) introduced by the Law No. 159-XIII from 29.06.94)
2. The decision on registration of the enterprise or on the
refuse is adopted during 15 days from the day of submitting of all
the documents indicated in item 1 of the present article, and
during 3 days the founder is informed in written form.
If there is a decision to register an enterprise, which has
initial capital, then a stamp duty is collected in the amount of
0,5% of the value of initial capital, which is transferred to state
budget. Joint-stock companies in the process of state assets
privatization do not pay stamp duty: they pay a tax on operations
with securities at the moment of registration of securities issue
according to the legislation;
(In redaction of the Law No. 159 from 29.06.94)
At the re-registration of the enterprise due to its
re-organization the mentioned stamp duty is collected only from the
sum with which the quantum of the social capital of the enterprise
(enterprises) created as a result of the re-organization exceeds
the social capital of the re-organized enterprise
(enterprises).
(Introduced by the Law No. 672-XIII from 28.11.95)
In the case that the registration of a joint venture is decided
the stamp duty can be reduced by the Parliamentary decision.
(Introduced by the Law no. 320-XIII from 13.12.94)
Enterprises with any organizational-juridical form which are
created on the base of the equivalent shares of land and equivalent
value shares from the assets of agricultural households, subject to
privatization, are exempt from stamp duty at state
registration.
(Introduced by the Law No. 753 from 29.02.96)
3.In case of registration of a joint venture, the stamp tax can
be reduced by Parliamentary decision and for enterprises that have
state property in their social capital also the Department of
Privatization and Administration of State Property within the
Ministry of Economy and Reforms.
(Point 3 in redaction of the Law No. 159 from 29.06.94)
4.In all cases of re-organization and dissolution of the
enterprise, in order to make the respective inscription in the
state commercial register, the owner, during 3 days from the date
that the dissolution account and closing of all bank accounts is
approved, will present to the territorial body of the State
Registration House within the Ministry of Justice the following
documents:
a)Request on erasing the enterprise from state commercial
register;
b)Certificate of registration of the enterprise (in
original);
c)Act that confirms all payments to state budget, issued by the
territorial fiscal inspectorate;
d)Act that confirms the fact that the enterprise has closed its
bank account (accounts), issued by the bank that offered
services;
e)Constituting documentation (in original);
f)Act that confirms that stamps of the enterprise were
destroyed, issued by the police from the territory where the
enterprise is located;
g)the copy of the notice published in the Official Journal of
the Republic of Moldova on the dissolution of the enterprise.
(Point 4 introduced by the Law No. 1167 from 30.04.97)
h) the document issued by the state archives on giving for
maintenance of the documents that are part of the Archives Fund of
the Republic of Moldova and the documents on personnel, according
to the catalogue.
(Let. h) introduced by the Law No. 183-XIV from 28.10.98)
5.The State Registration House is obliged during 15 days from
the date of registration to submit copies of decision on the
registration of the enterprise to the local self-administration,
financial, statistical and social insurance bodies.
(Point 5 (4) in redaction of the Law 320-XII from 13.12.94)
Article 29. THE PROCEDURE OF RE-REGISTRATION
1. The entrepreneur is obliged during 15 days from the date of
insertion of amendments and addition to his incorporation
documents, which leaded to the change of date entered in the state
commercial register, to inform on this matter the State
Registration House in order to re-register.
2. The enterprise should be re-registered if it is sold in the
order envisaged by legislation or is leased or by other ways is
transferred to other juridical or physical persons, to state, local
public administration authorities.
3. The amendments to incorporation documents, which were not
registered in the order, established by the present Law, are
considered not legal, while the legal relations which appeared as a
result of this amendments could be considered invalid.
4. The re-registration of an enterprise is performed in the
order and under the conditions, determined by article 28 of the
present Law.
Article 30. THE REFUSAL TO REGISTER OR RE-REGISTER
1. The registration may be refused in the cases:
when the order of establishment of the enterprise is broken;
when the foundation documents do not correspond to the
requirements of the actual legislation;
when some documents mentioned in article 28 of the present Law
are absent.
The refusal to register under other conditions is considered not
legal.
The decision on refusal should be submitted to the founder
(founders) with the indication of the reasons of refusal, in the
order established by item 2, article 28 of the present Law.
2. If the terms of enterprise registration are broken, or in
case of refusal the entrepreneur has the right to submit a complain
to a competent court. The person whose rights have been violated
has the right to obtain through a competent court, according to the
legislation, the compensation of his losses as a result of illegal
refusal to register the enterprise.
(Point 2 modified through Law No. 1322 from 25.09.97)
(Point 2 modified through Law No. 1167 from 30.04.97)
3. The provisions of the present article are applied also at
re-registration of an enterprise.
Article 31. MAINTENANCE OF STATE COMMERCIAL REGISTER1. In the
state commercial register the following data are entered: firm
(name), type or activity, organizational-juridical form of the
enterprise; names of persons, authorized to manage the enterprise
and represent it, the limits of their possibilities
(authorization); the date of registration of the enterprise, the
location of the branches and representations.
(In redaction of Law No. 672-XIII from 28.11.95)
If necessary, other data are entered in the state commercial
register, according to the actual legislation.
2. The data entered in the state commercial register do not
constitute a secret and are published in the press.
The State Registration House is obliged to issue confirmed
copies of the inscriptions in the state commercial register to any
juridical or physical person on his request.
CHAPTER VI
REORGANIZATION AND DISSOLUTION OF THE ENTERPRISE
(Chapter VI in redaction of the Law No. 1167 from 30.04.97)
Article 32. REORGANIZATION OF THE ENTERPRISE
1. The reorganization of the enterprise is done through fusion,
association, division, separation, transformation.
At the fusion of enterprises, all patrimonial rights and
obligations of each of them, are transferred according to the act
of transfer, to the created enterprise as a result of the
fusion.
At the association of one enterprise with another one, the
latter receives, according to the act of transfer, all patrimonial
rights and obligations of the associated enterprise.
At the division of the enterprise, at the created enterprises as
a result of the division pass, according to the act of division,
the patrimonial rights and obligations of the reorganized
enterprise.
At the separation from the enterprise of one or several
enterprises, the respective parts of the patrimonial rights and
obligations of the reorganized enterprise pass to each of them
according to the act of separation.
At the transformation of the enterprise in an enterprise with
other juridical-organizational form, at the recently formed
enterprise pass all patrimonial rights and obligations of the
transformed enterprise.
2. Reorganization of the enterprise is done by the decision of
its founders (associates).
3. In cases provided by law, the reorganization of the
enterprise through division or separation is made by the decision
of authorized public administration bodies or by decision of the
court.
In cases provided by law, reorganization of the enterprise
through fusion, association or transformation is made only with the
agreement of authorized public administration authorities.
4. The act of transfer or the record of division will comprise
provisions related to the legal succession on all obligations of
the reorganized enterprise towards its creditors and debtors,
including the obligations contested by the parties.
The act of transfer or the record of division is approved by the
person (body) which took the decision to reorganized the enterprise
and is presented together with the constituting documents for state
registration of the recently created enterprise or by modifying the
constituting documents of the existing enterprise.
The non-presentation together with constituting documents, of
the act of transfer or the record of division, as well as the lack
in these documents of the disposal regarding the legal succession
on the obligations of the reorganized enterprise lead to the
refusal of state registration of the recently created
enterprise.
5. The enterprise is considered reorganized, except cases of
reorganization through association, from the moment of state
registration of the recently formed enterprise.
At the reorganization of the enterprise through association to
it of another enterprise, the first is considered reorganized from
the moment of inscription in the state commercial register of the
data on the cease of activity of the associated enterprise.
Article 33. GUARANTYING THE RIGHTS OF THE CREDITORS IN CASE OF
REORGANIZATION OF THE ENTERPRISE
1.The entrepreneur or the body that took the decision of
reorganization of the enterprise is obliged, with a month prior to
the reorganization, to inform in written about this the creditors
of the enterprise.
2.The creditor of the reorganized enterprise is entitled to
request the cease or execution before term of the claims of the
enterprise, as a debtor, and reparation of damages.
3.If the record of division does not offer the possibility to
establish the legal successor of the reorganized enterprise, the
recently created enterprises are liable jointly for the obligations
of the reorganized enterprise to its creditors.
Article 34. DISSOLUTION OF THE ENTERPRISE
1.The dissolution of the enterprise leads to the cease of its
activity without rights and obligations passing through succession
to other persons.
2.The enterprise is liquidated by the decision of:
a)founders (associates), according to the conditions provided in
the constituting documents of the enterprise, including the expiry
of the term for which the respective enterprise was created or due
to the attainment of objectives for which it was created;
b)of the court in case of:
1)bankruptcy of the enterprise declared in accordance with the
Law on Bankruptcy;
2)declaration of the nullity of the constituting documents of
the enterprise;
3)breach of requests, established in the legislation, on the
performance of a certain type of activity, through which the
dissolution of the enterprise is explained;
4)expiry of term for which the enterprise was established or
after the attainment of the goals for which it was established (at
the request of the prosecutor or of the State Registration House
within the Ministry of Justice), if the founders (associates) of
the enterprise have not taken the decision of liquidating the
enterprise;
5)non-presentation of accountancy, fiscal and statistical
records on the activity of the enterprise for a period exceeding
one year.
(Sub-point 5 completed by the Law No. 287-XIV from 18.02.99)
The enterprise can be dissolved according to other reasons
determined by law.
3. The enterprise is considered dissolved from the moment of its
erasing from the state commercial register.
Article 35. PROCEDURE OF DISSOLUTION
1.In the decision of dissolving the enterprise the procedure and
terms in which the dissolution will be made is established, the
deadline of submitting claims by the creditors, which has to be not
less than 2 months from the moment of publication in the Official
Journal of the Republic of Moldova of the notice on
dissolution.
The decision on dissolution of the respective enterprise due to
the expiration of the term for which it was created or due the
attainment of the goals for which it was founded is made by the
founders (associates) in the way provided by the present article,
the creditors being announced 3 months prior to the expiry of the
duration of the enterprise or immediately after the attainment of
its goals and after the publication in the Official Journal of the
Republic of Moldova of the notice on dissolution.
In case of bankruptcy, the enterprise is dissolved by decision
of the court in accordance with the Law on bankruptcy.
2.The dissolution of the enterprise is made the dissolution
committee or by the person in charge of the liquidation, or by case
by the court.
3.The liquidation committee (the main person in charge)
publishes in the Official Journal of the Republic of Moldova the
information about the dissolution of the enterprise, the procedure
and the terms in which the dissolution will be made, the deadline
for submitting claims by the creditors, as well as evaluates the
actives of the enterprise (goods and all patrimonial obligations
towards the enterprise that is being dissolved), determines the
claims of the creditors, by communicating them about the
dissolution of the enterprise, takes measures for the collection of
the debtor's debt.
4.After the expiry of the term of submitting claims by the
creditors, the liquidation committee (the main person in charge)
presents for approval to the body (person) which founded it the
Minutes of evaluation of the actives of the enterprise, the list of
claims submitted by the creditors and their amount, as well as the
result of their examination. These documents are approved by the
founders (associates) of the enterprise and the court that took the
decision of dissolution and are brought to the knowledge of each
creditor.
If the process of dissolution of the enterprise it is found that
its debts exceed the actives, due to which reason the enterprise is
not able to execute the claims of the creditors, the founders
(associates) are required to file an action to court on the opening
of the bankruptcy procedure or to annul the decision on the
dissolution of the enterprise.
5.The liquidation committee (the main person in charge), after
the execution of all claims of the creditors, makes the liquidation
record and submits it, at the same time when giving the remained
goods of the enterprises to its founders (associates), to the
court, though which decision it was created.
6.By derogation from the provisions of the present law, the
particularities of dissolution of the agricultural enterprises
which undergo privatization are determined by the Law on
restructuring agricultural enterprises in the process of
privatization.
(Point 6 art. 35 introduced by the Law No. 394-XIV from
13.05.99)
Article 36. EXECUTION OF CLAIMS OF CREDITORS TOWARDS THE
ENTERPRISE THAT IS BEING DISSOLVED
1.The claims of the creditors towards the enterprise that is
being dissolved are executed from the account of the goods of this
enterprise in the following order:
a)claims of citizens towards which the debtor is responsible
of
damaging their health or due to their death, by transferring the
respective payments for the period of time;
b)claims of the workers at the enterprise that is being
dissolved regarding the payment of salary for the period of 6
months prior to the decision of liquidation;
c)payments to national state budget for the period up to a year
prior to the decision of liquidation;
d)other claims of the creditors.
The liquidation committee (the main person in charge) begins the
execution of the claims of the creditors from the day when the
Minutes of evaluation of the actives of the enterprise were
approved, the list of the submitted claims and the result of their
examination. The claims of the creditors mentioned at letter d) is
an exception: their execution is made after the expiry of one month
form the day of approval of the listed documents.
The execution of claims of the creditors from each row is made
proportionately with the sum of claims of each creditor from the
respective row.
The execution of claims of the creditors from the following row
is made after the total execution of the claims of the creditors
from the precedent row.
2.The claims of the creditors, determined and submitted after
the expiry of the term established for their submission, are
executed from the goods of the enterprise which remained after the
execution of claims established and submitted in the established
term.
3.The claims of the creditors assured by pledge are executed
irrespective of the established row for the execution of the claims
of other creditors and of the term of submission of claims.
4.The un-executed claims due to the insufficiency of goods of
the enterprise-legal person (except industrial cooperatives) are
considered extinguished. The claims towards the enterprise-physical
person which is dissolved and towards the industrial cooperative
are executed by the founders (associates) of the enterprise in the
order established by the law.
Claims, which are considered extinguished are the ones, that are
not recognized by the liquidation committee (the main person in
charge), if the creditors, in the period of one month from the date
of receiving the notice about the non-recognition in total or
partially of their claims, do not file an action in court on the
execution of these claims.
5.The goods left after the execution of the claims of the
creditors are used according to the indications of the owner or the
person authorized by him.
(Chapter VI in redaction of the Law No. 1167 from 30.04.97)
(Previous amendments:
(Law No. 788 from 26.03.96)
(Law No. 672 from 28.11.95)
(Law No. 159 from 29. 06.94)
CHAPTER VII
FINAL PROVISIONS
Article 37. RESPONSIBILITY FOR THE VIOLATION OF THE LAWS
REGULATING ENTREPRENEURIAL ACTIVITY.
The entrepreneurs and persons in charge from enterprises,
persons in charge from public administration authorities, from
local public administration bodies, local authorities are
sanctioned for the violation of the present Law or other Laws,
regulating entrepreneurship, creation of enterprises and their
activity in the order envisaged by the present Law or other
legislation.
The President of the Republic of Moldova
Mircea Snegur
Chisinau, 3 January 1992,
No. 845-XII