Reorganization and registration of reorganization

The legal entity is reorganized by consolidation (amalgamation and merger), splitting (divestment and separation) or transformation.

The reorganization by amalgamation is performed when two or more legal entities, that have ceased to exist, merge to constitute a new legal entity.

The reorganization by merger is performed when one active legal entity takes over one or more legal entities that ceased to exist.

The reorganization by divestment is performed through the division of the assets of one legal entity that ceased to exist, between other two ore more active legal entities or entities that are formed in this way.

The reorganization by separation is performed when a part from the assets of the legal entity is detached and transferred to one or more active legal entities or entities that are formed in this way.

The transformation of the legal form of a legal entity implies the modification of the constitutional document under the law, without the dissolution, liquidation or exclusion of the legal entity.

Registration of initiation of reorganization procedure

The legal entity subject to reorganization has to notify in written the registration authority about the reorganization during 30 days of such decision. The notification implies the entry into the State Register of the initiation of reorganization procedure.

For the entry into the State Register of the initiation of reorganization procedure, the decision of reorganisation, adopted by the relevant authority of the legal entity or by the court, shall be submitted to the state registration authority. The registration of the initiation of reorganization procedure is performed at the Chamber that has conducted the state registration of the reorganized legal entity.

The registrar decides upon the registration of the initiation of reorganization procedure of the legal entity and enters into the State Register the note “under reorganization”.

Simultaneously with the issuance of the decision on initiation of reorganization procedure, the applicant is issued the extract from the State Register for the publication of notification in the Monitorul Oficial of the Republic of Moldova and the original certificate of incorporation with the note “under reorganization”.

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Registration of reorganization

On the expiry of 3 months from the last publication of the notification on reorganization, the relevant authority of the legal entity under reorganization or founded in the result of reorganization, has to submit, at the state registration authority, the following documents:

1. The application on registration of reorganization, according to the sample approved by the State Registration Authority;
2. The project of the consolidation agreement or the project of splitting, as the case may be;
3. The decision on reorganization, adopted by the relevant authority of each legal entity taking part at the process of reorganization;
4. The constitutional documents of the legal entities taking part at the process of reorganization;
5. The constitutional documents of newly founded legal entities;
6. The documents, confirming the acceptance of the securities by the creditors or confirming the payment of the debts, as the case may be;
7. The consolidation authorization, as the case may be;
8. The deed of assignment or the distribution statement, as the case may be;
9. The copy of the notices of reorganization of legal entity published according to the provisions of art. 72 of the Civil Code;
10. The proof of payment of the registration cost.

Prior to submitting the documents for registration of reorganization, the legal entity that as a result of reorganization ceased to exist, is obliged, under own responsibility, under the sanction of payment of damages, to close the bank account/s and to destruct the seal, as the case may be.

The registration of legal entities under the process of reorganization by consolidation (amalgamation and merger), splitting (divestment and separation) or transformation, is performed in the manner and under the conditions provided by art. 11 of the Law № 220/2007.

The reorganization of legal entities by amalgamation is considered finished immediately upon the state registration of the legal entity created as a result of amalgamation. The constitutional documents of the legal entity created as a result of amalgamation will contain the provisions on taking the property rights and obligations of the legal entity reorganized by amalgamation.

The legal entity founded by amalgamation is assigned a new state identification number. The legal entities taking part in the process of amalgamation cease to exist and are excluded from the State Register.

In case of reorganization of legal entities by merger, the merging legal entity performs the modifications to the constitutional documents on taking the property rights and obligations of merged legal entity.

The merging legal entity preserves its state identification number. The merged legal entity ceases to exist and is excluded from the State Register.

The reorganization of legal entities by divestment is considered finished immediately upon the state registration of the legal entity created as a result of divestment. The constitutional documents of the legal entity created as a result of divestment will contain the provisions on taking, upon the distribution statement, of the corresponding part from the property rights and obligations of the divested legal entity.

The legal entities founded by divestment are assigned a new state identification numbers. The legal entity reorganized by divestment ceases to exist and is excluded from the State Register.

In case of reorganization of legal entities by separation, the legal entity has to perform the modification regarding the assignment, upon the distribution statement, of the corresponding part of the property rights and obligations to the active legal entities or entities that are formed in this way.

The constitutional documents of the active legal entities or legal entities created as a result of separation will contain the provisions on taking, upon the distribution statement, of the corresponding part from the property rights and obligations of the legal entity reorganized by separation.

The reorganization of legal entity by transformation is considered finished immediately upon the state registration of the legal entity created as a result of transformation. The constitutional documents of the legal entity created as a result of transformation will contain the provisions on taking, upon the distribution statement, of all the property rights and obligations of the legal entity reorganized by transformation.

The legal entity reorganized by transformation preserves its state identification number.

Registration of reorganization that leads to the exclusion from the State Register of the reorganized legal entity is performed only after the registration of the modification on the exclusions of another legal entity from the shareholders’ composition and exclusion of its branches and representatives.

The registration of the reorganization of the legal entity is performed by the office of the state registration authority where the legal entity under reorganization is registered.

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