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Company Act in Moldova

The “Law N.845-XII on Business and Enterprises” is regulating all the business activities on the Moldavian territory. The law is listing the type if business that can perform commercial activities in the Republic of Moldova: individual enterprise, collective society, official association, joint-stock company, company with limited responsibility, industrial cooperative, rental enterprise, state and municipal enterprise.

The law is also regulating the registration procedurestransformation or liquidation of the company. The companies must be registered before starting their commercial activities otherwise the profits are retain and transferred to the state budget.

The incorporation documents must include: the company name, address, date of registration, type of performed activities, the liability of the founder and the conditions of organization and dissolution of the company.

The reorganization of a company must be decided by the General Meeting of the Shareholders and can take place through five methods: transformation, association, division, separation or fusion.

The dissolution of a company may proceed if the Court decided that the company is breaking the law, if it’s a General Meeting of Shareholder’s decision, in case of the expiration date of the company (as stated in the Articles of Association), if the company is not depositing the financial statements for more than one year, in case of bankruptcy or because of the nullity of the constitutive acts. The dissolution is carried by the appointed person (liquidator) or by the Court (in case of bankruptcy or violation of the law).

At liquidation, the following information must be published in the Official Journal of the Republic of Moldova: the decision of liquidation, the way and conditions the liquidation will take place, the maximum term the claims can be submitted. The assets of the company must be evaluated, the claims of the creditors must be set and actions must be taken for covering the debtor’s debt.

After the time for submitting claims has expired, the liquidator is making a list with all the claims and an analysis and submits it to the General Meeting of Shareholders for approval. These documents are also shown to the creditors. If the assets are not sufficient to cover the entire claim, the creditors must file a bankruptcy petition and submit it to the Court or to demand stopping the liquidation procedures.

The liquidation procedure begins as soon as the Minutes of evaluation of the assets of the company were agreed and the list with the claims and the result of the analysis are approved. The request made by the creditors after the expiry time are covered only after the rest of the claim are settled.

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