The Parliament approved a draft law introducing reforms to the regulation of the relationship between partners/founders of companies. The document provides for new opportunities and more rights for partners, as well as simplification of some bureaucratic procedures.

Among other things, the new regulations provide for the exclusion of the maximum threshold for the number of partners in a limited liability company, the drafting of a single memorandum of association instead of two, which will simplify registration procedures, and will allow in the foreseeable future the creation of a remote business registration tool with the application of electronic signatures.

The approved law also provides for the possibility of making the State Register of Legal Entities the main source of official information on a number of legal situations arising within the company.

According to the document, the prohibition of contributions to the formation of share capital by consumable goods and rights to intellectual property is excluded, the acceptance of the conversion of a pecuniary obligation of the company into a creditor’s contribution to share capital is established.

The document also establishes wider access of shareholders to the company’s information and documentation, granting the right of shareholders to be represented by the administrator. At the same time, the new regulations provide for lowering the threshold of votes required for the adoption of resolutions at shareholders’ meetings from three-quarters to two-thirds.

It also provides for the use of electronic tools in various procedures, including: keeping company documents; filing documents for registration; procedures at shareholders’ meetings. It also allows for the organisation of remote meetings of members and meetings of members without the obligation of convening procedures.

The law will also include instruments such as: the possibility for a partner to leave the company, the creation of a financial incentive fund for employees who are not partners, and the conclusion of a contract between partners whereby they agree on the governance and development of the company.

The authors of the package of amendments are the members of the Working Group established by order of the Minister for Economic Development and Digitisation, whose secretariat was provided by the Secretariat of the Economic Council. Experts from the working group, including representatives of the American Chamber of Commerce, the European Business Association in Moldova, the Association of Foreign Investors in Moldova, the Alliance of Small and Medium Enterprises of Moldova, the Entrepreneurship Development Organization, the Ministry of Economic Development and Digitization (MDED), as well as the experts of the Secretariat of the Economic Council, have elaborated in February – March 2023 the ex-ante analysis of the legal framework on the relations between partners/founders of companies and have presented the complete file of draft normative acts necessary to implement the options recommended in the ex-ante analysis.

The Secretariat of the Economic Council to the Prime Minister is supported by the European Bank for Reconstruction and Development, funded by the UK Government’s Good Governance Fund, and the International Finance Corporation’s Investment Climate Reform Project funded by the Government of Sweden’s International Development Agency.

The Secretariat of the Economic Council to the Prime Minister is supported by the European Bank for Reconstruction and Development, funded by the UK Government’s Good Governance Fund.