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Commercial and Corporate Law

Corporate law in Moldova regulates the creation, operation, internal structure, reorganization and closure of a business as a legal entity.

Commercial law covers foreign business activities, trade relations between companies and day-to-day market transactions.

1) Corporate Law

The main regulatory acts in the field of corporate law are the Civil Code of the Republic of Moldova, the Law on Limited Liability Companies, and the Law on Joint-Stock Companies.

Stages of business as a legal entity:

1. Business Creation

  • Registration: Defines the procedure for establishing a legal entity with the Public Services Agency (PSA).
  • Constituent Documents: Regulates the drafting of the Charter and the Memorandum of Association.
  • Capital: Establishes the rules for forming the authorized capital and distributing shares/stocks among the founders.

2. Internal Structure and Operation

  • Governance Bodies: Clearly delineates powers between the General Meeting of Participants (Shareholders), the Board of Directors, and the executive body (Director).
  • Rights of Co-Founders: Protects the rights of majority and minority investors, regulates dividend payments and audits.

3. Business Reorganization

  • Forms of Transformation: Regulates the processes of merger (fuziune), acquisition, division (divizare), spin-off, or transformation of a company into another legal form.
  • Creditor Protection: Obligates the company to notify creditors and guarantee the protection of their rights when changing the business structure.

4. Closure (Liquidation)

  • Voluntary Liquidation: Defines the step-by-step process of closing a business by decision of the owners, including the appointment of a liquidator and settlements with the budget.
  • Compulsory Liquidation and Insolvency: Regulates the closure of a company by a court decision or in bankruptcy proceedings if the business is unable to pay its debts.

2) Commercial Law

Main Laws Governing Commercial and Civil Relations in the Republic of Moldova:

  • Civil Code of the Republic of Moldova No. 1107/2002 - regulates general provisions on obligations, contracts, sale and purchase, and the legal status of legal entities.
  • The Tax Code of the Republic of Moldova is the main law of the country, which establishes the tax system, types of taxes and fees, and the rules for their collection. Payments
  • The Business and Enterprise Act No. 845/1992 defines entities authorized to engage in business activities.
  • The Domestic Trade Act No. 231/2010 establishes rules for the implementation of trade activities and the development of the distribution network.
  • The Consumer Protection Act No. 105/2003 regulates the relationship between consumers and sellers, protecting the rights of buyers.
  • The Trade Secrets Act No. 384/2023 establishes rules for the protection against the illegal acquisition and use of trade secrets.

Structure

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