After company registration, in its constitutional documents can be made the following modifications:
Change of the name;
Change of the administrator;
Change of the registered office;
Change of the share capital;
Change of the shareholders;
Change (supplement) the types of activity.
For the registration of modifications of the constitutional documents or of other registration details in the State Register, the applicant has to submit to the Chamber of Registration the following documents:
a) application on registration of the modifications, according to the sample approved by the State Registration Authority;
b) decision of the relevant authority of the legal entity regarding the modification of the constitutional documents and of the registration details in the State Register;
c) additional act regarding the modification of the constitutional documents;
d) conclusion of the National Commission on Financial Markets – for the savings and loan associations;
e) conclusion of National Commission on Financial Market regarding registration of the results of additional issue of shares or registration of cancellation of treasury shares and the registration of changes of classes, number and nominal value of shares – for joint stock companies;
f) document that proves the payment of the modification’ registration fees.
The legal entities with foreign investments, in addition to the above mentioned documents, have also to submit:
a) the extract form the national register of the investor’s country of origin;
b) the constitutional documents of the foreign legal entity;
c) the criminal record of the administrator, foreign individual (in case of appointment), issued by the relevant authority from the country of origin and from the Republic of Moldova;
d) the decision of the shareholders regarding the modifications.
The documents listed above have to be submitted in original or in copies authenticated by a notary and legalized by the consular offices of the Republic of Moldova abroad, being translated into the moldovan language.
Foreign official documents issued on the territory of the states members of the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (Concluded 5 October 1961), are accepted for registration without any additional extra legalization. This provisions are also applied for the extracts and to the copies of these documents.
Exceptions are the documents issued by the authorities of the countries members of CIS, Romania, Lithuania, Latvia, Check Republic and Azerbaijan, which are recognised on the territory of the Republic of Moldova without any appostille or extra legalization.
In case if an attorney is acting on the behalf of the founder (founders), he has to present a power of attorney.
The legal entity is obliged to submit the documents for the registration of the modifications at the State registration authority within 30 days from the date of adopting the decision on amending the constitutional documents or registration details in the State Register. In case of reorganization of the legal entity, the period to submit the documents for the registration of the modifications constitute 30 days after the expiry of 3 months from the last publication of the notice on reorganization.
Failure of that period, on groundless reasons, can constitute a grounds for refusal to register modifications of the constitutional documents or other registration details in the State Register.
After registration of modifications, territorial body of the Chamber issues to the legal entity the decision on modifications registration.
The registration of the modifications produced to the constitutional documents does not imply the change of the state identification number of the legal entity.
Modifications of the constituent documents and other information registered into the State Register, acquires legal force from the date of their registration by state registration body.
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.