registration of the modification

The registration of the modifications produced to the constitutional documents and to other registration details in the State Register:

• 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

The registration of the modifications produced to the constitutional documents and to other registration details in the State Register is performed according to the provisions of art. 16 of the Law№ 220/2007 on state registration of legal entities and private entrepreneurs.

According to the provisions of this article the legal entity is obliged to submit the documents for the registration of the modifications at the territorial office of the Chamber within 30 days of 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 is of 30 days after the expiry of 3 months from the last publication of the notice on reorganization. In case of failure to meet the deadline, without a valid excuse, the Chamber can refuse the registration of the modifications produced to the constitutional documents and to other registration details in the State Register.

The registration of the modifications produced to the constitutional documents and to other registration details in the State Register is performed in the manner and under the conditions provided for the registration of legal entities. The modifications produced to the constitutional documents and to other registration details in the State Register become effective on the date of their registration with the territorial office of the Chamber. The modifications are registered within 5 working days of the filling of all necessary documents, or as a matter of urgency ((24 hours or 4 hours). Also, the registration of the modifications produced to the constitutional documents and to other registration details in the State Register is performed on a day off or holiday.

The territorial office of the Chamber, that has registered the modifications, issues 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.

The Chamber does not have the right to register the modifications produced to the constitutional documents of a legal entity, in case if, there is a prohibition act on the name of this person, issued by the court or by the relevant legal body.

For the registration of the modifications produced to the constitutional documents and to other registration details in the State Register, the applicant has to submit to the territorial office of the Chamber the documents specified in art. 17 of the Law № 220/2007:

1. application on registration of the modifications, according to the sample approved by the State Registration Authority;
2. 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;
3. additional act regarding the modification of the constitutional documents;
4. document that proves the payment of the modification’ registration cost.

The legal entities with foreign investments, in addition to this, have also to submit:

1. the extract form the national register of the investor’s country of origin;
2. the constitutional documents of the foreign legal entity;
3. the criminal record of the administrator, foreign natural person (in case of appointment), issued by the relevant authority from the country of origin and from the Republic of Moldova;
4. the decision of the shareholders regarding the modifications.

The documents listed in points a) to d) 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 state language.

Foreign official documents drawn up on the territory of the states members of the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, signed on 05.10.1961, and which Moldova is a party to, on which an apostille is affixed in the conditions stated by this Convention, are accepted for registration without any additional extra legalization. This order can be also applied to 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, Azerbaijan, Turkey, with which the Republic of Moldova has entered into agreements in this domain, and according to which the official documents 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 relevant power-of-attorney.

The payment for the registration of the modifications produced to the constitutional documents and to other registration details in the State Register is made in the manner and under the conditions provided in art. 4 of the Law № 220/2007 and the enclosure № 1 to the Government Decision № 926 of the 12th of July 2002.