Through its 11 November 2021 law ("Law 175/2021"), the Moldovan Parliament passed certain amendments to existing legislation with the goal of digitalising the national economy. As a result, the norms implemented have made it simpler to establish, operate and sell companies in Moldova.
Law 175/2021 entered into force on 10 January 2022.
What's new?
No need to authenticate (notarise) the constitutive documents of limited liability and joint-stock companies
Constitutive documents no longer need to be authenticated (notarised). The constitutive documents of Moldovan limited liability and joint-stock companies must be approved and signed by all founders. E-signing (with qualified advanced signatures) and e-filing are also options.
Accordingly, the validity of the constitutive documents of Moldovan limited liability and joint-stock companies is no longer conditional on their authentication.
Similarly, any amendment to the existing constitutive documents will not require authentication.
Sale/transfer of shares in limited liability companies does not require authentication (notarisation)
Like the norm that existed until now for joint-stock companies, as of 10 January 2022, sale and other transfers of shares (părți sociale) do not require authenticated (notarised) form. The transfer will occur in simple written form and be signed by all parties.
Besides facilitating share transactions and saving notary and stamp duty costs, the amendment also simplifies the process of instituting a pledge over shares in Moldovan limited liability companies, which will no longer involve the authentication (notarisation) of the pledge agreement.
No need to submit the managing director's signature specimen
When appointing a managing director in a Moldovan limited liability company, the founders/shareholders are no longer required to submit the managing director's signature specimen to the local trade register (Public Service Agency).
Similarly, when appointing a liquidator for the purpose of voluntary company dissolution, the shareholders are no longer required to submit a signature specimen.
E-filing now possible
An application (containing the full package of documents required pursuant to the law) for the state registration of any amendment to existing data in relation to a company included in the State Register of Companies (Registrul de Stat al persoanelor juridice) kept by the Public Service Agency (Agenția Servicii Publice) must be in Romanian and can be submitted either (a) entirely electronically, being signed with a qualified advanced electronic signature in accordance with the requirements of local legislation on e-signatures and e-documents (qualified advanced electronic signatures from the EU being recognised in Moldova for this purpose), (b) physically, or (c) by post with confirmation of receipt.
NB: As of the date of this LI, the Public Service Agency is still in the process of implementing the e-platform that would enable electronic submissions, while today applicants can remit their requests by email.
The application must be made by the founder(s)/shareholder(s) personally, or through duly empowered representatives whose powers are attested through an authenticated power of attorney, or through an e-PoA issued by means of the Register of PoAs (Registrul împuternicirilor de reprezentare).
The obligation to legalise and apostille/super-legalise copies of documents issued abroad for the purpose of state registration and to procure their translation into Romanian remains.
Decisions and extracts issued electronically
Decisions passed by the local trade register, as well as extracts from the State Register of Companies, will be issued in all cases in electronic form, in compliance, where applicable, with the legislation on e-signatures and e-documents, except where the issuance of the original paper document is requested by the applicant or required by law.
Online payment enabled
All payments in relation to services by the local trade register will be carried out either via the Government Electronic Payment Service or by bank wire.
Conclusion
Law 175/2021 introduces novelties into the Moldovan legislation that have already been implemented by some neighbouring countries. Although the changes may raise questions about certain practical risks associated with them, they will likely have a positive impact and attract new business to Moldova. This law not only creates significant time and money savings for businesses, but also allows them to act remotely, a huge advantage in the post-Covid world.
By Vladimir Iurkovski, Office Managing Partner, and Adriana Otean, Schoenherr
