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Enterprise Reorganization

What actions are to be initially taken by the enterprise for reorganizing the enterprises?

To start the reorganization procedure, an enterprise or court institutions shall notify in writing the Territorial State Registration Chamber within 3 days from the date of approving respective decision.

The notification implies making a mention about the launching of reorganization procedure in the State Registry, for which the following documents shall be submitted to the Territorial State Registration Office:

  a)  Decision on enterprise reorganization approved by the founder or by court;
  b) Registration certificate of the legal entity (in original copy) for making the mention „under
       reorganization” in it.

You can obtain necessary consultations about the subsequent enterprise reorganization procedure at the territorial offices of the Registration Chamber. The mention about launching the reorganization procedure is written down for free.

How to restructure an individual enterprise into a Limited Liability Company (LLC)?

Step 1 - You should approve a decision through which the restructuring of your individual enterprise into an LLC is established.

Step 2 - You should go to the State Registration Chamber with the document stipulating the reorganization decision and with the registration certificate (in original copy). They will make a mention in the registry and write down the phrase „under registration” in the certificate.

Step 3 - You should contribute a social capital in the value of at least 5,400 MDL, and pay the fees envisioned for the registration of an LLC.

Step 4 - You should publish a notice about enterprise reorganization in the Official Gazette, paying a fee in the amount of 500 MDL.
The same steps should be made for enterprise reorganization into any legal form. The only thing that changes is the registration fee for each legal form of enterprise (except for the notification fee).

What documents should be submitted for registering the enterprise reorganization?

Upon expiration of 3 months from the last publishing of the reorganization notification, the executive body of the enterprise participating in reorganization or created as a result of reorganization shall submit the following documents to the territorial office of the State Registration Chamber:

a)   application for registration;
b)  decision on enterprise reorganization, approved by the founder or by court;
c)  foundation documents of the newly created enterprise;
d) foundation documents, registration certificates (in original copy) of the reorganized enterprises and excerpts from the State Registry;
e) divisional balance sheet and transfer bill;
f)   documents confirming closure of the enterprise bank account (accounts) and liquidation of the  enterprise seal;
g)  copies of enterprise reorganization notices published in the Official Gazette of the Republic of  Moldova;        
h)  document confirming the payment of registration fee.

Upon merger registration, the following shall be attached to the documents required for submission with the application:

a) certified copy of the merger contract;
b) decision on merger of each participating enterprise;
c) confirmation of the provision of guarantees accepted by creditors or of payment of debts;
d) authorization for merger, if needed.

Upon partition registration, the following shall be attached to the documents required for submission with the application:

a) partition project, developed by the executive body and signed by the representatives of participating legal entities;
b) confirmation of the provision of guarantees accepted by creditors or of payment of debts.

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