ADEPT: Association for Participatory Democracy    Association for
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 Legal Framework


1. Right of association or foundation guaranteed by law?

2. Basic definition

3. Minimum number of founders (Association only)

4. Main types of association (Association only)

5. Membership nationality requirements

6. Legal personality, and how acquired

7. Legal capacity

8. Statutes

9. Registration requirements

10. Commercial activity

11. Disposal of assets on liquidation

1. Right of association or foundation guaranteed by law?

The right of association is not specifically provided in the Constitution of the Republic of Moldova (there is only a reference to political parties and trade unions (Clause 41 and 42)), but since Moldova ratified both UN Human Rights Declaration and the Council of Europe Convention on Human Rights, these documents have become a part of national legislation.

The legal framework regulating the third sector in Moldova includes: Law on Public Associations (1996), Law on Foundations (1999), and Law on Philanthropy and Sponsorship (1995).

2. Basic definition

A definition of public associations is provided in Article 1 Paragraph (1) of the Law on PA "A public association is a voluntary, independent, self-governing formation, arising as a result of free and conscious will of citizens, joined together on the basis of common professional and other interests of their members for mutual realisation of economic, social and cultural rights; it is not intended to produce financial gain."

The definition of foundations is provided in Article 1 of the LF "Foundation is a noncommercial organization which has no membership and established on the basis of constitutive document by one or by several physical and/or juridical persons possessing property, which is isolated and separated from the property of founders, and which is designed for accomplishing noncommercial objectives prescribed by Statute."

3. Minimum number of founders (Association only)

In compliance with Article 14 (2) "Public associations are founded on the initiative of at least three people and one or several juridical entities - public associations."

4. Main types of association (Association only)

Under Article 5 (1) of LPA, associations can be founded in one of the following organisational-legal forms:

public movement (association of natural and/or legal persons (public associations only) that do not have a fixed membership);

public organisation (membership association of natural and/or legal persons (public associations only), based on a fix membership, founded for the common activity in order to achieve the objectives and goals of the Statute, as well as the protection of their common interests);

public institution (union of citizens without fixed membership, created to perform certain services, works in the interests of its participants and in order to achieve the Statute goals).

Another distinction is the existence of associations and foundations pursuing activities of public benefit and the ones pursuing mutual benefit. The former are issued a State Certificate by the Certification Commission acting under the auspices of Ministry of Justice.

5. Membership nationality requirements

Foreign citizens and persons without citizenship, living permanently on the territory of the Republic of Moldova can found and be members of public associations with equal rights with the citizens of the Republic of Moldova, if otherwise it is not specified by the legislation of the Republic of Moldova about separate types of public associations. Though, they may not be chairpersons of public association, nor members of control and auditing bodies.

Not less than a half of the members of a foundation council must be citizens of Moldova.

6. Legal personality, and how acquired

Legal competence of the public association as a legal entity arises from the moment of the registration of the Statute of the given association by the authorised state body. The public association that did not register its Statute does not have the legal capacity of the legal entity and represents an informal association of individuals.

From the moment of its registration a foundation acquires the status of juridical entity.

7. Legal capacity

A public association can have in its property any assets (buildings, structures, dwellings, transport, equipment, sports and health property) necessary for material provision of activity, specified by the Statute of the public association excluding structures, which according to the legislation in force or in accordance with the international agreement can be only the property of the state. A public association can have as its property enterprises, publishing houses, organisations, institutions, charitable institutions founded and acquired from the public associations funds according to its goals specified in the Statute.

8. Statutes

The statute shall provide for the following:

  1. organisational and legal form of the association;
  2. name of the association;
  3. legal address of the association and territory, within the limits of which it executes its activity;
  4. goals and objectives of the associations, methods of achieving them; a period, for which the public association is to be established;
  5. terms and procedures of enrolment into membership of the association and leaving it (upon fixed membership);
  6. rights and duties of the public association members (if a fixed membership takes place);
  7. structure of the public association, a procedure of its founding; exact names, structures, competence and terms of powers of governing, executive and control/auditing bodies of the association, their place of location;
  8. procedure of statute approval and making amendments;
  9. sources, procedure of formation and usage of property and other assets; membership fees amount (if a fixed membership takes place); a body, competent to make decisions on procurement, distribution and disposal of property;
  10. procedure and terms of convocations of general meetings, conferences, congresses;
  11. forms of participation of the public association in affairs of society and state;
  12. procedure of formation, status, structure and methods of activity of primary organisations of the public associations;
  13. main parameters of financial report and a way of its publications;
  14. procedure of reorganisation and termination of activity of the public association.
A statute of a public association may contain a description of the association's symbolics and other provisions relating to the association activity, which do not run counter to the law.

9. Registration requirements

National and international public associations, as well as foundations, are registered with the Ministry of Justice, whereas local public associations are registered by the local public administration bodies. In order to get registered, a public association shall submit its Statute to a registering agency. In order to register a statute of a public association, within one month term from a day of the statute approval, the following documents, a list of which may not be enlarged, shall be submitted to an appropriate government body:

  1. an application, signed by all members of a managing body together with their place of residence;
  2. two copies of statute;
  3. two copies of a protocol of a founding convention (conference) or general meeting, which approved a statute of a public association.
    A protocol shall contain information on establishing a public association, on approval of its statute, on election of directing and control/auditing bodies;
  4. information about founders of a public association: for natural entitys - family name, first name, year of birth, place of residence, citizenship (to be attested by their signatures); for a public association - a copy of certificate of state registration of a statute of this association, an extract from a protocol of a meeting of an authorised directing body of a public association with a decision to establish a new public association, and a copy of founding agreement in case of establishing a public institution or a union (association) of public associations;
  5. a statement of a citizen, or in case he is dead - a statement of his relatives on an agreement to use a personal name of the citizen in a name of a public association;
  6. a decision of a supreme body of a public association on vesting a directing or executive body with right to represent the association in a process of registration;
  7. a document, confirming the location of a public association;
  8. a bank document, confirming a payment of a registration fee.
Changes and additions to the Statute of the public association are to be registered in the same order and in time when was registered the Statute of the public association. When registering changes and additions to the Statute no fee is paid if changes are caused by the changes of the legislation in force.

Registration of the Charter of the local department, branch of the public association is implemented by the local public administration body on the basis of the presented papers of the local department, branch of the public association, mentioned in part five of the present article, certified by the central governing body of the public association, as well as copies of the certificate about state registration of the Charter of the mentioned public association.

The capacity of the foundation, as legal entity, starts from the moment of its Statutes registration with the authorised state body. The Statutes of the republican, local and international foundations, of their subsidiaries and representatives, are registered by the Ministry of Justice of the Republic of Moldova.

In order to have the Statutes of the foundation registered, within one month from the date of application submission on registration, the following documents need to be presented, whose list can not be extended:

  1. an application for registration, that contains information on a foundation goals, estimates of assets, necessary to achieve the goals as well as a procedure of creating the assets. The application shall be signed by all members of the foundation council with an indication of a place of residence of each member;
  2. two copies of a foundation statute;
  3. two copies of an act of establishing a foundation;
  4. a bank document, confirming a payment of a registration fee.
  5. documents confirming a transfer of property to a foundation;
  6. a written agreement of relatives of a natural person in case of using a personal name of the person in a name of a foundation;
  7. a document confirming location of a foundation;
  8. a document, attesting that a foundation name is correct;
  9. a registration paper giving to a foundation a unified identification code for organisations.
Upon registration of representatives, subsidiaries and structural subdivisions of the international foundations, the decision is made on the basis of the foundation Board application to register the subsidiary, representative, by indicating the person representing the foundation in Republic of Moldova, and the foundations statute translated in Moldovan, as well as the documents listed under letters d), g) and h) above.

10. Commercial activity

A public association can carry out its productive-economic and other entrepreneur activity exclusively for the realisation of objectives and goals specified in its Statute.

A public association has the right to found enterprises and economic organisations, having the right of the legal person, as well as acquire property complexes, intended for the carrying out scientific, technical, pedagogical, cultural, sports, entrepreneur and other activity allowed by the legislation. Public associations of invalids have the right to establish specialised enterprises in order to employ the labour force of invalids in accordance with the Law on social protection of invalids.

Enterprises of the public association function according to the Law "About entrepreneur activity and enterprises" and in accordance with the Statutes of the public associations.

The income obtained from productive-economic and other entrepreneur activity of public associations cannot be redistributed between the members(participants) of these associations and are used exclusively for implementation of goals and objectives specified by the Statute of the public association. It is allowed to use income for charitable goals, even if it is not mentioned in the Statute of the public association.

Enterprises and other economic organisations of public associations introduce payments to the budget in the order and amount specified by the legislation in force.

Public associations and their juridical representatives for productive-economical and other entrepreneur activities are obliged to get licenses for certain kind of activities that require one.

Foundations have the right to carry out economic activity directly connected with the achievement of their statutory purposes.

Any other economic activity of a foundation shall be carried out through its own enterprises which have a status of corporate body. The enterprises established by a foundation shall carry out their activities in conformity with the Law on Entrepreneurship and Enterprises, Law on Foundations and Articles of a Foundation.

The enterprises established by a foundation shall transfer payments to the budget in accordance with the procedure determined by legislation.

The enterprises set up by a foundation shall register in accordance with the established procedure. Foundation and enterprises set up by it must obtain licenses for activities to be licensed.

11. Disposal of assets on liquidation

Termination of the activity of a public association can be implemented by means of:

  1. reorganisation (affiliation, division, separation, transformation); or
  2. liquidation.
The order of the termination of the activity of a public association is specified by the founder (founders) and is defined in the Statute of the public association.

Upon voluntary liquidation of the organisation, property remained as a result of the liquidation of the public association, after satisfying the demands of creditors is directed to objectives, specified in the Statute of the public association, in the absence of the corresponding parts in the Statute of a public association - it is directed to goals, specified by the decision of the convention (conference), general meeting about the legislation of the public association, or by the decision of the court. If an issue on how to use remaining assets is not solved in the decision on liquidation issued by the congress or general assembly of the public association, these assets, after creditor requirements' satisfaction, are directed by a public associations' governing body to implement statute goals. A decision on utilisation of remaining assets is published in press.

Upon dissolution of a public association based on court ruling, property of the liquidated public association can become, without return, the property of the state after satisfying the demands of creditors.

The remained property after the liquidation of the Foundation and repayment of debts shall be used in compliance with the Foundation Statute; in the event that the Statute does not include corresponding provisions, the property shall be used for the implementation of statutory objectives of the Foundation. The said property shall be used by means of its transfer to a similar organization in terms of statutory objectives foundation in accordance with the decision on liquidation. The decision concerning the use of the remained property shall be made public.

Legal framework / Taxation

NGO

NGO Forum

Civic Coalition for Free and Fair Elections

NGO's Image Dimensions

Evolution of the associative sector

Legal Framework

Taxation

Public benefit status

Law on Public Associations

Law on Foundations

NGO Resource Centers

Commentaries

Results of the first round of elections in Gagauzia
The first round of elections to the People’s Assembly of Gagauzia ended on September 9, 2012 with the election of 13 out of 35 deputies. Representatives of the three main political parties from the region were satisfied both with their results and with the way the campaign developed »»»

/Igor Botan, September 13, 2012/

Illegal visas to maintain legality
At its sitting of April 8, 2009, immediately after the verbal instruction of the outgoing Moldovan President was made public, the Government adopted Decision no. 269 on imposing visa regime with Romania »»»

/Sergiu Grosu, 15 April 2009/

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