On 29 May 2014, the Moldovan Parliament passed the Act No. 90/2014 on amending and supplementing of certain legislative acts (Act No. 90). Act No.90, which entered into force on 27 June 2014, implements simplified rules on the liquidation of companies in Moldova (in particular, at the decision of their shareholders), namely by inter alia amending the Civil Code of Moldova, Act No. 845/1992 on Entrepreneurship and Enterprises, Act No. 220/2007 on State Registration of Companies and Individual Entrepreneurs.
What was previously regarded as a mission impossible, has now become a process with fewer formalities and less time required.
Process is less time-consuming
One of the most important steps when liquidating a company in Moldova involves the proper notification of the liquidated company’s creditors. Such notification must be made public by being published in the Official Gazette of Moldova and must be served individually to all known creditors after the internal decision on liquidation of the company is taken. Under the new rules, a notification regarding the company’s liquidation must be published only once in the Official Gazette of Moldova (and not twice and consecutively, as was previously the case) [Art.91 Civil Code].
Further, the term granted to creditors for raising their claims against liquidation was reduced from the previously applied six months to only two months (or a maximum of four months, upon the decision of the corporate body of the liquidated company) [Art.92(1) Civil Code].
After the expiry of the term granted to creditors for raising their claims against liquidation and no later than 15 calendar days as of the date of the expiry of that term, the liquidator of the liquidated company is to draft the provisional liquidation balance sheet containing provisional information with regard to the assets of the company and the claims raised by the creditors. The final liquidation balance sheet is to follow and must be approved by the competent body of the liquidated company only after all claims (if any) by the validated creditors are executed, including after any disputes with regard to such claims are resolved (if any).
The assets of the liquidated company cannot be distributed to the company’s shareholders before the expiry of the 30 day period after the approval of the final liquidation balance sheet [Art.98 Civil Code]. The former rules were far more rigid in this respect: not less than 12 months after the date of adoption of the decision on dissolution of the company and not less than two months after approval of the liquidation balance-sheet.
New rules on the execution of certain categories of claims raised by creditors
Act No.90 pays more attention to the execution of claims raised by the creditors. In particular, the Act No. 90 prohibits the forced execution (RO executarea silita) for the benefit of the creditors. Moreover, Act No.90 provides for the following order of execution of creditor claims:
1. claims arising out of damages caused to health or life;
2. claims arising out of payment(s) to the liquidated company’s employees or out of copyright remuneration;
3. claims arising out of credits granted by the Ministry of Finance of Moldova, out of internal or external credits with state guaranty, or/and out of the taxes or amounts that are to paid to the state budget;
4. other creditor claims.
Also, it should be taken into consideration that the payment of the liquidation costs (e.g. asset management, evaluation and distribution, retribution of liquidator, etc.) are effected in parallel with the execution of claims indicated at 1.-4. above. However, such costs cannot exceed 30% of the amount gained during the liquidation process [Art. 95(4) Civil Code].
Claims guarantied with pledges, mortgages or similar title guaranties are to be executed from the obtained amounts with priority directly to the beneficiaries of such guarantees.
The claims that are not executed due to the company’s assets being insufficient are considered to be executed, except for the case when an insolvency process is initiated with respect to the liquidated company.
Steps of the liquidation
After the recent changes of the legislation (as outlined above), the voluntary liquidation process of a Moldova-based company can be represented as follows:
- Corporate decision by the founder(s) on the liquidation of the company (in due form).
- Registration of the initiation of the liquidation process with the State Register of Companies.
- Internal inventory and assessment of the possibility of terminating agreements, labor dismissals, etc.
- Notification of creditors: publication in the Official Gazette and letters to creditors.
- Tax inspection and tax clearance certificate.
- Preliminary liquidation balance, satisfaction of creditors’ claims and final liquidation balance.
- Finalization: payables to shareholders and deletion from the State Register of Companies.
The whole procedure for liquidating a company in Moldova has been simplified significantly. From now on, subject to how quickly founders / liquidator(s) act in practice and also the specific issues one could face while effecting the liquidation (e.g. labor issues, tax questions, etc.), it should be possible to liquidate a company within under 4 months as of the moment the founder(s) takes the corporate decision on the liquidation. This is a major step forward in light of the fact that the process previously lasted no less than one year and sometimes extended to many years in a row.