Law of the Republic of Moldova on Foundations
No 581-XIV of 30.07.99
Monitorul Oficial al R.Moldova No 118-119/556 of 28.10.1999
Article 6. Founders of Foundation
Establishment of Foundation
(1) Foundation may be established on initiative of one or several physical and/or juridical persons (further - founder, founders).
(2) Founders, i. e. physical persons, can be any citizens of the Republic of Moldova capable of functioning, persons without citizenship and foreign citizens as well.
(3) Foundation can be established on the basis of testamentary disposition.
(4) Founders of foundation cannot be central or local governmental bodies and budget organizations.
Article 7. Title and Symbols of Foundation
(1) Title of foundation must necessarily contain the word "foundation".
(2) If the title of foundation contains the name of physical person, then the foundation must submit agreement of this person with respect to the title of the foundation to the Ministry of Justice, but in case if physical person whose name was used in the title of foundation is dead, then foundation must present agreement of husband (wife), parents and children of the full legal age of the dead person.
(3) Foundations may have emblems, flags, pennants. Symbols of foundation shall be approved by its governing bodies and registered in the Ministry of Justice.
(4) Title and symbols of foundation have to differ from titles and symbols of other juridical persons, including those liquidated under the decision of court or those terminated their functioning.
(5) Symbols of foundation must not coincide with national symbols of the Republic of Moldova and other states. Using the national coat of arms in attributes of foundation shall be prohibited.
Article 8. Location of Foundation
(1) Location of foundation shall be assigned to the seat of its governing bodies.
(2) Location of foundation may be place of residence of either of its founders.
Article 9. Foundation Property and Responsibilities
(1) Starting capital of foundation shall consist of material and/or financial funds devolved to it by founder.
(2) Property devolved to foundation by founder shall be in ownership of foundation.
(3) Foundation capital must provide implementation of objectives determined by statute. Starting capital of foundation must amount a total sum of not less than two hundred minimum wages which may not be reduced in the process of foundation functioning.
(4) Resources of formation of foundation funds may be:
- founders' fees;
- donations from physical and juridical persons;
- allocations from national public budget and off-budget funds;
- revenues from operations of foundation and its enterprises;
- money received as a result of activity aimed at accumulation of capital (drives aimed at attraction of money; cultural, sport, and other events, entertainments).
(5) Public funds can be allocated to support activities performed by foundation only on competitive basis and only in case if foundation is certified as public. In doing so, public funds cannot be allocated on covering administrative expenditures of foundation.
(6) Foundation property cannot be used for the benefit of its founder, staff of governing bodies of foundation, as well as foundation staff.
(7) Founder shall not bear responsibility on obligations of foundation, as well as foundation shall not bear responsibility on obligations of founder.
Article 10. Foundation Establishment Act
(1) Founder (founders) shall sign Act on Establishment of Foundation which may be a decision on establishment, if founder is one person, or an agreement on establishment, if founders are two or more persons.
(2) Act on Foundation Establishment shall be certified by notary and must include:
- information about founder (founders): for physical persons - family name,
first name, date of birth, place of residence, citizenship, number and series of a document certifying a person; for juridical persons - number and date of issue of certificate on national registration, location, bank's requisites, family name and first name of head;
- title of foundation;
- aims of foundation;
- categories of potential users of foundation;
- term of foundation activities;
- starting capital of foundation and order of its devolution;
- usage of property in case of liquidation of foundation and procedure specifying this usage;
- procedure of appointment and recall of staff of Foundation Board and their identification data;
- signature of founder (founders).
(3) If foundation is established on the basis of testamentary disposition, the decision on establishment of foundation shall be signed by executor in accordance with the Certificate on Right of Succession and shall contain identification data of executor of testamentary disposition, family name and name of founder and data prescribed in part (2) of this article, excluding points a) and i). In Certificate on Right of Succession issued by notary to the executor of testamentary disposition the obligation to register foundation within a month on behalf of testator in accordance with current legislation shall be declared. If executor of testamentary disposition avoids from execution of obligations prescribed by testamentary disposition, then on demand of notary or the Ministry of Justice a judicial body shall take a decision obliging the executor to exercise these obligations.
(4) If foundation was established on the basis of testamentary disposition, then heirs at law and creditors of founder shall have the same rights on foundation as well as on any other property devised.
Article 11. Statute of Foundation
(1) Statute of Foundation shall be approved by founder (founders). If foundation is established on the basis of testamentary disposition, then its Statute shall be approved by executor of testamentary disposition in accordance to the Certificate on Right of Succession.
(2) Statute of Foundation must include:
- the title of foundation;
- location of foundation;
- aims of foundation and ways of their accomplishment;
- identification data about founder (founders);
- procedure of devolution of property rights to foundation;
- procedure of management foundation property and its disposal;
- categories of potential users of foundation;
- term of foundation activities;
- procedure of appointment and recall of staff of Foundation Board, powers of Board, as well as procedure of decision-making;
- organizational structure of foundation, titles of its structural subdivisions, if any, and their powers;
- order of cessation of foundation activities, specifying conditions under which foundation can be liquidated;
- usage of property in case of liquidation of foundation;
- other special conditions which don't contradict legislation.
(3) In case if provisions of Foundation Statute contradict provisions of legislation, then provisions of legislation shall be applied.
(4) Governing bodies of foundation can make changes in Foundation Statute if possibility of such changes is specified by Statute. If preserving Statute in unchanged form results in some consequences which couldn't be predicted at the moment of foundation establishment, or if changes are not made by authorized persons, then the right to make changes shall be devolved to judicial institution on request of foundation bodies or the Ministry of Justice.
Article 12. Registration of Foundations, Branches, and Representations in Foreign Foundations
(1) Registration of foundations, branches, representations in foreign foundations shall be exercised by the Ministry of Justice.
(2) In order to register foundation, it is necessary, within one month from the day of signing act on foundation establishment by founder (founders) to present the following documents, number of which cannot be enlarged:
- Application on Registration including information about aims of foundation, evaluation of costs required to accomplish them, as well as the order of formation of these funds. Application shall be signed by all staff of Foundation Board specifying the place of residence of each staff member;
- Foundation Statute in two copies;
- Act on Foundation Establishment in two copies;
- bank document, proving payment of registration fees;
- documents proving devolution of property to foundation;
- written agreement of persons listed in part (2) article 7 of the current law in case of using the name of physical person in foundation title;
- document proving location of foundation;
- document proving the correctness of foundation title;
- registration list assigning foundation a national identification code given to organizations.
(3) In order to register branches and representations in foreign foundations it is necessary to present decision of governing board of foundation on establishment of branch or representation specifying a person authorized by foundation to present the latter in the Republic of Moldova, Statute of Foundation translated into national language, as well as documents specified in points a), b), d), e), g), h), and i) in part (2) of this article.
(4) Amendments and supplements introduced into Foundation Statute shall subject to registration according to the order and in terms prescribed for registration of foundation.
(5) Registration fees in the amount of three minimum wages shall be charged for registration of statute, as well as amendments and supplements introduced into it. Registration fee shall not be charged for changes and supplements caused by changes in legislation.
(6) Document proving registration of foundation shall be Registration Certificate. Format of Registration Certificate shall be approved by Registry Office.
Article 13. Decision on Registration of Foundation
(1) The Ministry of Justice within one month from the date of submission of the documents for registration of a foundation shall be obliged to make one of the following decisions:
- to register a foundation and issue a certificate of registration;
- to postpone the registration of a foundation;
- to refuse to register a foundation.
(2) Founder as well as his/her successors can not withdraw the property of a foundation after its registration.
Article 14. Postponement of Registration of Foundation
(1) Registration of a foundation may be postponed within three-month period in case of:
- discrepancies between the documents submitted for registration and provisions of law;
- violation of the order of establishment of a foundation envisaged by this Law.
(2) The decision to postpone the registration of a foundation shall be notified to an applicant within 3 days.
Article 15. Refusal to Register a Foundation
(1) The refusal to register a foundation shall be possible in case of:
- the goals of a foundation are unlawful or its activity may damage principles of constitutional state, sovereignity, independence and territorial integrity of the Republic of Moldova as well as law order or moral norms;
- requirements related in the decision to postpone the registration were not fulfilled within three months period;
- the registering authority ascertained that documents submitted by a foundation contained inauthentic data;
- early it was registered a foundation with the same name.
(2) The decision on refusal to register a foundation shall be notified to an applicant within three days.
(3) The decision on the refusal to register a foundation within the established term or for reasons which an applicant considers as groundless may be appealed in a judicial instance within one month from the date of its adoption.
(4) The refusal to register a foundation owing to inexpediency of its establishment shall not be allowed.
(5) The refusal to register a foundation is not the encumbrance to submit documents for the registration repeatedly after elimination of reasons which have been the grounds for the refusal. The re-examination of the documents is proceeded in the established order and levied with a registration fee.
Article 16. Registration of Symbols of Foundation
(1) To register the symbols of a foundation it shall be submitted:
- application for the registration of the symbols signed by the head of a foundation;
- decision of managerial body of a foundation on the confirmation of the symbols;
- description and graphic image of the symbols.
(2) The application for registration of the symbols of a foundation shall be examined within one month from the day of its submission to make a decision on registration of the symbols or on refusal to register them.
(3) In case of registration of the symbols the certificate of registration shall be issued to a foundation in accordance with a sample established by the Ministry of Justice.
Article 17. Refusal to Register the Symbols of a Foundation
(1) The decision on refusal to register the symbols of a foundation shall be made in case of the symbols:
- are identical with the registered ones;
- represent the State emblem, flag or official name of the State, governmental awards and other distinctions;
- contain names or portraits of natural persons without their permission;
- conflict with the moral principles.
(2) The decision on the refusal to register a foundation shall be notified to an applicant. On the request it shall be presented in writing form and may be appealed in judicial instance in the established order.
Article 18. Subsidiaries and Representative Offices of a Foundation
(1) A foundation shall have a right to establish its subsidiaries and representative offices within the territory of the Republic of Moldova.
(2) The establishment of subsidiaries and representative offices in other states shall be regulated by laws of these states.
(3) The subsidiary shall represent a division of a foundation established by the decision of its body authorized to that by the Articles or other constituent document of a foundation. The subsidiary shall dispose outside the location of a foundation, have a specified location and carry out the same kind of activity that do a foundation.
(4) The representative office shall represent a division of a foundation established by the decision of its body authorized to that by the Articles or other constituent document of a foundation. The representative office shall dispose outside the location of a foundation, have a specified location, represent and protect interests of a foundation, and conclude bargains on behalf of a foundation.
(5) Subsidiaries and representative offices of a foundation shall not be corporate bodies and act on a basis of the regulation to be adopted by a foundation. Foundation shall allocate a share of its property to the subsidiaries and representative offices. The property of the subsidiaries and representative offices shall be on their own balances and balance of a foundation which established them.
(6) Heads of the subsidiaries and representative offices of a foundation shall be assigned by the decision of its body authorized to that by the Articles or other constituent document of a foundation and act on the basis of the letter of attorney.
(7) The subsidiaries and representative offices shall act on behalf of a foundation which established them and the latter shall account for their activities.
(8) In the departure of the part (5) of this article the subsidiaries and representative offices of foreign foundations established within the territory of the Republic of Moldova shall be the corporate bodies.
(9) The heads of the subsidiaries and representative offices of foreign foundations may be persons who reside in territory of the Republic of Moldova and assigned in conformity with the Articles of a foundation.
(10) The name of the subsidiary or representative office must contain the name of a foundation which established them.
Article 19. Certification of Foundations
(1) For the purpose of receiving partial or total immunity from specified taxes, dues and other payments for the benefit of the State as well as privileges provided in conformity with this Law and other legislations, foundations - in order to confirm the socially useful character of their activities - shall have the right to the certification according to the Articles 34-37 of the Law on Civic Associations.
(2) When the certification has been carried out a foundation shall receive the state certificate.
(3) Foundation which has not the state certificate can not enjoy tax and other privileges envisaged for non-profit organizations which carry out socially useful activities.
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