As I mentioned in previous articles, to set up a company in Moldova, it is not necessary to be a licensed lawyer, but at least the organizational-legal forms of entrepreneurship stipulated by the legislation of the Republic of Moldova, the foreign investor should know.
Definition of the Joint-Stock Company
Joint-stock company is a commercial company the statutory capital of which is completely divided into shares and shall be liable for its obligations with all the company’s assets.
Shareholders are not liable for obligations of the company. They bear the risk of losses related with the activities of the society, within the size of their shares in the authorized capital. A shareholder who did not made the contribution to the due date on which he signed shall bear subsidiary liability for obligations of the company within the value of unpaid part.
Joint Stock Company has a full name and may have a short name. Full and abbreviated name must contain the phrase “joint stock company” in the moldovan language (“societate pe acţiuni”) or the abbreviation “SA”.
The company is obliged to disclose publicly the information in compliance with the effective law, in the case that corresponds with one of the following criteria:
a) the amount of the statutory capital is no less 500 000 lei and 50 or more shareholders, together with the shareholders represented by the nominee holder.
b) the company’s securities are quoted on stock exchange market;
c) it is a commercial bank, insurance company, fund of investments, non state pensions fund, Joint-Stock Companies in the process of privatization or Joint-Stock Companies that placed publicly securities in the period of its circulation.
Establishment and statutory documents of the Joint Stock Company
Capable individuals and legal entities of the Republic of Moldova, other countries, persons without citizenship and foreign countries and international organizations can be founders of the company. In conformity with the procedure envisioned in the legislation, public authorities can act as founders of the company on behalf of the Republic of Moldova or administrative and territorial units. State and municipal companies are entitled to set up companies on the basis of permission of public authorities.
The number of founders of a company is not limited.
A company may be founded by one founder (consist of one shareholder) only in the event that this founder (shareholder) is not another commercial company consisting of one person.
Founders are entitled to undertake only those activities that are related to the company’s foundation and only within the limits envisioned in the statutory agreement. Founders of the company shall not have any additional rights, unless these rights are provided by the shares of the company.
Founders of the company shall be held jointly liable for their obligations:
a) related to the foundation of the company, including in the events of their overpricing the value of non-monetary contributions to the statutory capital of the company;
b) resulting from the actions committed by them on behalf of the company after what was considered that the foundation of the company has not taken place.
The company shall be liable for the obligations of the founders related with its foundation only in the event of consequent approval of their activities by the general shareholders meeting.
Statutory agreement (declaration on the foundation of the company) and the Charter of the company shall be the statutory documents of the company. Statutory agreement (declaration on the foundation of the company) shall have prevailing power over the Charter of the company prior to its state registration. The validity of the statutory agreement (declaration on the foundation of the company) shall expire after the state registration of the company and fulfillment by the founders of their obligations.
Statutory agreement shall contain the following information:
(a) first and last names and numbers of identification documents of the founders (names and numbers of certificates on state registration), place of location or place of residence of the founders, place of registration or citizenship, as well as other information on founders required to be entered into the state commercial register;
b) full and abbreviated name of the company, its location;
c) aims and main activities of the company;
d) expected amount of statutory capital;
e) classes and number of shares placed upon foundation of the company;
f) specific features of each class of shares placed upon foundation of the company;
g) amount, procedure and terms of payment for the shares purchased by the founders;
h) procedure and terms of company’s foundation, obligations of the founders and their responsibility;
i) list of founders authorized to apply of the company registration;
j) procedure and terms for preparation and convening the statutory meeting.
k) procedure and terms for reimbursement of company’s foundation and registry expenses.
Statutory agreement shall be drawn up in the moldovan language, signed by all founders and notarial certified.
The statutory capital of the Joint Stock Company
Statutory capital of the company determines the minimum value of its net assets which ensure ownership interests of the company’s shareholders and creditors. Statutory capital of the company shall amount to no less than 20 thousand lei.
The authorized capital of joint-stock company is formed by the placement of shares between shareholders and represents the value of contributions in cash or in kind made in proportion to the number and value of shares subscribed by shareholders. Shares issued during the creation of joint stock company, are placed entirely among the founders.
The founders are obliged to pay the shares to which they have subscribed before the registration of joint stock company if the contribution is paid in cash, or within thirty days from the date of state registration, if the contribution is made in kind.
If the net asset value of company after two consecutive financial years is below the limit prescribed by law and by the general meeting of shareholders is not taken any decision as provided by law, the society will be dissolved.
The following may be contributions to the statutory capital:
b) fully paid-up securities;
c) other assets, including ownership rights or other rights which have monetary value.
d) company liabilities accountable to creditors.
The management bodies of the Joint Stock Company
The management bodies of the company are:
a) the general meeting of shareholders;
b) Company Board;
c) executive agency of the company;
d) auditing commission;
In the company with less than 50 shareholders, the powers of the Company Board can be exercised by the general meeting of shareholders.
The above is intended to provide a brief guide only. It is essential that appropriate professional advice is obtained. Our office will be glad to assist you in this respect. Please do not hesitate to contact us.