of June 14, 2007 No. 135-XVI
About limited liability companies
The parliament adopts this organic law.
(1) This law regulates procedure for organization, functioning, reorganization and liquidation of limited liability companies.
(2) Provisions of this law are applied to limited liability companies with the status of the social company or integration social company in that measure in what they do not contradict provisions of Chapter VI-1 of the Law on entrepreneurship and the companies No. 845/1992.
(1) Limited liability company (further - society) is economic society with the status of the legal entity which authorized capital is divided into shares and which obligation are provided with property of society.
(2) From the date of the organization society performs the rights and obligations through the managing director.
(1) Full name of society without fail contains the phrase "Limited liability company" in Romanian ("societate cu raspundere limitata"), and the abbreviated name shall contain abbreviation of OOO ("S.R.L".).
(2) Society shall use the name in the type specified in the State register of legal entities.
(3) Any document and any letter on behalf of society shall contain the name, the location, the state identification number of society, surname and name of his managing director.
(1) Society has the location which is specified in the charter. Any subsequent change of the location is registered in the State register of legal entities.
(2) the Legal address of society is the address of its location. Society can have also other postal addresses.
(1) Except for case when the charter provides other, society pursues the aim of increase in the cost.
(2) Society can be founded only for achievement of the legal purpose. Some types of activity established by the law are performed only based on the allowing document provided by the Law on regulation of business activity by permission No. 160/2011.
Society is established for unrestricted term if the charter does not provide other.
(1) Society has the right to create departments in the Republic of Moldova according to this law and other legal acts, and outside the republic - also according to the legislation of foreign state if the international treaty, one of the parties of which is the Republic of Moldova, other is not provided.
(2) the Department is equipped with property from property of the society which created it.
(3) Departments are not legal entities and act on behalf of society based on the provisions approved by it. Responsibility for activities of department is born by the society which created it.
(4) the Managing director of department performs the powers based on the regulations on department and the power of attorney issued by society approved by society.
(1) In sense of this law of person, affiliated to society, to the participant, the managing director or other subject from among provided by this law, are determined by the Civil code.
(2) Society can be part of group of legal entities according to the procedure, determined by the Civil code.
(1) Society is considered founded and finds the status of the legal entity from the date of state registration.
(2) Society answers for the obligations all the property.
(3) Members of society do not answer for its obligations. They bear risk of the losses connected with activities of society within the size of the shares in the authorized capital, except as specified, provided by the law.
(4) the Participant who did not make at the scheduled time contribution on which it was signed bears subsidiary responsibility according to obligations of society within not made contribution.
a) the decision on registration, the charter, and also all changes brought in it and registered in body of state registration;
b) protocols of general meetings of members of society and meetings of council of society;
c) ceased to be valid;
d) the documents confirming the rights of society to its property;
e) registers of society;
f) regulations on departments of society;
g) the source documents and accounting registers provided by the law;
h) the audit certificates and acts issued by the State Tax Administration;
i) internal documents of society;
j) other documents, stipulated by the legislation, charter, internal documents of society, general meetings of members of society and managing director.
(2) Society stores the documents provided by part (1), in the place of the stay on paper or electronically.
(3) in case of liquidation of society the liquidator or the managing director shall transfer to the Public Records Office according to the legislation documents of society to exception it from the State register of legal entities.
(4) According to the law each member of society has the right to study the documents listed in part (1), and to receive statements from them and/or their copies, having paid expenses for production of statements and copies, and also postage expenses on their transfer.
(1) Society can be created by one or several founders - physical persons and/or legal entities to which the law does not forbid it.
(2) For date of state registration of society his founders become his participants.
(3) the Number of members of society is not limited.
(4) In departure from part provisions (3) in case of the societies which are the investment mechanism of the project of collective financing in accordance with the terms of the Law on services of collective financing, the number of participants cannot be more than 200.
(1) the Constituent document of society is the charter which affirms and signed by all founders. The charter is valid the foundation agreement until registration of society. The participants accepted in society after its registration sign the declaration on acquaintance with the charter and on accession to it.
(2) the Constituent document is signed by all founders. Signing of the constituent document by representatives of uchrediyotel is allowed only based on the notarized power of attorney and the powers conferred according to the Law on services of collective financing.
(2-1) Constituent document of the society created as a result of reorganization by transformation are signed by all founder participants who made the decision on transformation according to part (2).
(3) the Constituent document is constituted in Romanian.
(The Charter contains 1):
a) surname, name, birth date and birth place, the residence, nationality and other these identity certificates of the founder - physical person; the name, the location, national identity (country of incorporation), the state identification number of the founder - the legal entity;
b) name of society;
c) object of activity;
d) size of the authorized capital;
e) nominal value of shares of founders;
f) size of shares (deposits) of founders, procedure and terms of their introduction;
f-1) of feature of bond issue;
g) ceased to be valid according to the Law of the Republic of Moldova of 31.07.2023 No. 229
h) the society location at the time of the basis;
i) structure, powers, procedure for forming and functioning of governing bodies of society;
j) procedure for representation;
k) departments of society - in the presence of those;
l) basis and procedure for reorganization and liquidation of society.
(2) the Charter may contain also other provisions which are not contradicting the legislation.
(1) the Charter can include the arbitral agreement in the form of the arbitration clause for all or for part of disputes which can arise between participants or between the participant and society concerning application of this law, the charter and provisions of society, and also concerning legality of decisions of bodies of society.
(2) Application of the arbitral agreement is not obligatory for the founder/participant who voted against its inclusion in the charter about what it was specified in the protocol of meeting of participants or if its optional nature directly follows from the document based on which person became participant.
(1) Provisions of the charter are obligatory for participants and bodies of society.
(2) Provisions of the charter and the changes made to it are recognized the third parties from the moment of their registration the State register of legal entities.
(1) until state registration society is not legal entity.
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