law on enterprises and entrepreneurship (Автосохраненный)

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


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


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)


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.


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)


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.


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.


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.



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.


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.


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.


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.


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.


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.


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.


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.


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.


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".


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.


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. 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.


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).


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

law on enterprises and entrepreneurship (Автосохраненный)

Documents

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