THINK WELL! BUILD YOUR FUTURE AT HOME USEFUL INFORMATION REGARDING BUSINESS REGISTRATION AND FINANCING Launching AN ENTREPRENEURIAL ACTIVITY Chisinau 2009 Launching an entrepreneurial activity CONTENTS Registration of business .................................................................. 5 Launching an entrepreneurial activity Granting guarantees ......................................................................... 22 Who deals with micro-funding?......................................................... 22 What documents should be submitted for registering a Limited Liability Company, Joint Stock Company? .......................................... 6 The most important micro-funding organizations .............................. 22 Information regarding fees and charges ........................................... 11 Commercial banks............................................................................ 23 Useful addresses – State Registration Chamber .............................. 13 Leasing............................................................................................ 25 Credits ............................................................................................. 15 What is leasing? ............................................................................... 25 What is a credit? ............................................................................... 15 Types of leasing ............................................................................... 25 Types of credits ................................................................................ 15 Advantages of leasing ...................................................................... 25 Interest rate ...................................................................................... 16 Costs of leasing ................................................................................ 26 Commissions .................................................................................... 16 Questions to be asked before concluding a leasing contract ............ 26 Penalties .......................................................................................... 16 The best-known leasing companies:................................................. 27 How do credits operate? ................................................................... 16 What is collateral and when is it needed? ......................................... 18 What does personal guarantee represent? ....................................... 18 Questions to be asked to a bank officer ............................................ 19 Micro-financing ............................................................................... 21 What is micro-financing? .................................................................. 21 Characteristic features ...................................................................... 21 Interest rate and commissions .......................................................... 21 2 3 Business registration Entrepreneurial activity in the Republic of Moldova may be practiced based on legal-organizational forms or on an entrepreneurship patent. In compliance with the Law on Entrepreneurship and Enterprises, the following legal-organizational forms exist: Registration OF A BUSINESS Launching an entrepreneurial activity GENERAL PARTNERSHIP COMPANY; SLEEPING PARTNERS COMPANY; JOINT STOCK COMPANY; LIMITED LIABILITY COMPANY; PRODUCTION COOPERATIVE; LEASING ENTERPRISE; MUNICIPALITY OT STATE ENTERPRISE Business registration is undertaken by the State Registration Chamber under the Ministry of Informational Development through its territorial offices. 5 Launching an entrepreneurial activity Common rules for registration of enterprises and organizations Enterprises and organizations, and their branch and representation offices, are registered by the territorial offices of the State Registration Chamber in a period of up to 15 days from the date the application was submitted. The following documents shall be submitted for the state registration of enterprises and organizations: the ID card of the founders or their duly authorized representatives, as well as of the main manager of the enterprise or organization the proof of having paid the stamp tax and the registration fees For registering enterprises set up through the reorganization of state enterprises, or enterprises with a state share within their nominal share capital, it is necessary to present the authorization issued by the respective central specialized entity. What documents are to be submitted and how much is to be paid for registering an individual enterprise? Business registration What documents are to be submitted and how much is to be paid for registering a Limited Liability Company or a Joint Stock Company? For the state registration of an Ltd or JSC, the founders and the administrator shall submit to the territorial office of the State Registration Chamber the ID card or another document that contains the IDNP personal code (passport, drivers’ license). Besides the registration application, the applicant shall present several names and five types of activity which shall be included in the document of the enterprise establishment. The territorial office of the State Registration Chamber concludes all documents necessary for the state registration of the enterprise. The cost for registering an Ltd in a normal regime (15 days) is 565 lei plus the seal cost, and in case of an emergency (1 day) – 923 lei plus the seal cost. The cost for registering a JSC in a normal regime (15 days) is 786 lei plus the seal cost; and in case of an emergency (1 day) – 1342 lei plus the seal cost. For state registration of an individual enterprise, the applicant shall submit his/her ID card or other document that contains the IDNP personal code (passport, drivers’ license) to the territorial office of the State Registration Chamber. Unlike local enterprises, when registering enterprises with foreign capital, the following shall also be submitted: The territorial office of the State Registration Chamber concludes all documents necessary for state registration of the enterprise. - copy of the ID card; - document confirming registration under the law enforcement body from the place of residence in the RM; The cost of individual enterprise registration in normal regime (15 days) accounts for 234 lei plus the seal cost, and in an emergency case (1 day) – 342 lei plus the seal cost. For foreign legal entities: For foreign natural persons: - excerpt from the Commercial Registry of the investor’s country of origin; - copy of the registration certificate of the foreign company; 7 6 Launching an entrepreneurial activity - copies of the establishment documents; Business registration f. - trustworthiness certificate of the foreign enterprise issued by the bank institution (original copy); - the decision of the founders to found the enterprise in the Republic of Moldova (indicating the high-ranking person authorized to sign the establishment documents). For registering the enterprises with foreign investments, besides the registration application, the following shall be submitted: a. excerpt from the National Trade Registry from the investor’s country of origin; b. registration certificate of the foreign enterprise; c. establishment documents of the foreign company; for founders – natural persons: ID cards and documents confirming lack of debt to the national public budget and no other enterprises previously registered, or do not operate and were not liquidated as provided by law; g. for administrators – natural persons: ID cards and State Registry verification of the fact that the newly appointed administrator does not work through accumulation of labor for another business as administrator, except in cases when the administrator (employer) is, at the same time, the owner of the business. An administrator with foreign citizenship shall submit the work authorization, issued by the Migration and Asylum Bureau, and the copy of the passport translated into the state language and authenticated by the notary. When a number of natural persons are appointed as administrator, it shall be verified by the law and the establishment documents to provide for collective administration. h. for founders - legal entities: copies of establishment documents; d. trustworthiness certificate of the foreign company, issued from the serving bank. i. for authorized signatories – special and authenticated power of attorney; The documents listed under letters a), b) and c) shall be submitted in copies authenticated by a notary and duly legalized by the consular offices of the Republic of Moldova abroad, and translated into the state language. j. for an object of activity – the “Classifier of Activities from the Moldovan Economy” and the Law on licensing some types of activity shall be used to include up to five types of activity in the establishment document; the activity types set forth in art. 10, par. 3 of the Law 845/1992 are performed exclusively by state enterprises; The date of submitting the documents for registration is deemed to be the date when they were received by the territorial offices of the State Registration Chamber. The territorial offices of the State Registration Chamber cannot refuse a registration application or request the submission of other documents other than those provided by the legislation. The due diligence of the data registered in the establishment documents, as well as of the corresponding proofs, is undertaken as follows: k. for the proof of depositing the nominal share capital – the bank certificate or the evaluation document, the audit document, as the case may be; l. proof of paying the registration fees and the stamp tax – cash voucher. After registration, the following shall be issued: e. name of the enterprise; 8 9 Launching an entrepreneurial activity the registration certificate confirming the state registration and fiscal registration of the enterprise and organization; the decision of the state registrar regarding the registration of the enterprise; Business registration Registration Procedure State Registration Chamber the establishment document; the seal of the enterprise. The enterprise and the organization are deemed to be established at the moment of state registration. Maximum of 1-10 days The unique state identification number (IDNO) issued to the enterprise and organization is serves as its fiscal code. providing legal assistance; verifying identities; verifying if there are any other enterprises registered in founders’ names – enterprises that do not operate and were not liquidated as provided by law, or which have debts to the national public budget; verifying the name; verifying the name from a terminological perspective; attributing statistical codes; providing fiscal registration; concluding all necessary documents; issuing the certificate for opening the temporary account in a banking institution; receiving the order for concluding the seal; paying the necessary fees (within Chamber premises); acknowledging observance of the legal prohibition for the administrator to be administrator of another company; collecting notifications for the Official Gazette. Banking Institution Opening the temporary account and depositing the subscribed nominal share capital State Registration Chamber The founder comes to the state registry on the indicated day and hour for authentication of the establishment documents, issuance of the registration certificate (fiscal registration, registration under the National House of Social Insurance, and registration under the National House of Medical Insurance), as well as issuance of the establishment documents and seal of the enterprises. 10 11 12 Launching an entrepreneurial activity Business registration Information regarding fees and charges The tariffs for the paid-for services provided by the State Registration Chamber are approved via the Republic of Moldova Government Decision No. 926, dated 12.07.2002. The fees for state registration of enterprises and organizations, supply of information from the State Registry of Enterprises and Organizations, and the provision of the other services in the respective field are paid concomitantly with the submission of the respective application at the territorial office of the State Registration Chamber (http://www.mdi.gov.md/tarif_cis_en/) No fees are charged for supplying information from the Registry of the public administration authorities, control bodies, and state bodies. The fees paid for provision of services are transferred to the State Registration Chamber’s account. In compliance with art.12, par. 1 from Law 1265-XIV, dated 05.10.2000, the registration of an enterprise with nominal share capital is performed after perceiving the stamp tax of 0.5% from the nominal share capital that is transferred to the state budget. In compliance with the provisions of the Law on State Fees and Charges, No. 1216-XII, dated 03.12.1992, a charge of 10 lei (each) was established for legalizing the signatures on the enterprise establishment documents and for authenticating the establishment documents. In compliance with the Classified of work performed and services provided for payment by organizations and institutions from the science and innovation field, under the Academy of Science of Moldova and the tariffs set for such work and services, approved via Government Decision No. 724, dated June 26, 2006, the payment for the charge for the linguistic and terminological expertise of the name and the designs for the seal are to be paid in the amount of 20 lei and 15 lei, respectively, for each. The fees for manufacturing the seal are transferred to the account of the State Enterprise "Registru", and the applicant has to pay the respective amount of 145 lei (metallic holder) or 226 lei (color holder) (including 20% VAT) as desired by the applicant. In compliance with the provisions of the Decision of the Ministry of Economy and Reforms and the Ministry of Finance No. 32P, dated May 18, 1998, on establishment of fees and charges for issuing the authorization for manufacturing and destroying seals, there is a fee of 9 lei for the seal license when manufacturing a seal. 13 Launching an entrepreneurial activity Useful addresses – State Registration Chamber: BALTI HANCESTI Balti municipality Hancesti municipality 13 Moscow Street 148A Mihalcea Hancu Street (269) 2 24 45 CAHUL ORHEI Cahul municipality Orhei municipality 11 August 31 Street 9 M. Eminescu Avenue (239) 2-94-02 (235) 2 76 66 CHISINAU SOROCA 73, Stefan cel Mare Avenue Soroca municipality CREDIT (22) 27-09-99 16 Alexandru cel Bun Street Launching an entrepreneurial activity (230) 2 36 86 14 CAUSENI UNGHENI Causeni town Ungheni mun. 3A A. Mateevici Street 7 Nationala Street (243) 2 39 97 (236) 2 39 27 EDINET GAGAUZIA ATU Edinet town Comrat municipality 18 Stefan Voda Street 24 Comsomolscaia Street (246) 2-50-15 (298) 2 58 281 Credit . Credits Launching an entrepreneurial activity What is a credit? Interest rate A credit represents a loan granted by a party (called a creditor; for instance, a bank) to another party (called a borrower) for a determined period of time and with a recovery schedule (reimbursement of the borrowed amount), by the end of which the borrower returns the borrowed amount plus a certain interest (percentage). The interest rate may be fixed (the same for the whole period of the credit) or floating (may be changed by the bank depending on the market situation). The interest may be calculated: Moldovan banks offer credits in lei and in foreign currency. To obtain a credit, it is necessary to submit: - an application – the application form offered by the bank; - the ID card; - other documents, depending on the chosen type of credit. Types of credit Consumption credits are granted for procuring domestic appliances, computers, furniture, cars for personal use, etc. Mortgage credits are meant for procuring real estate (flats, places of dwelling), land plots, or for repairing real estate already owned by the applicant. Investment or business credits are granted for procuring equipment, real estate, etc., which are used subsequently by the enterprises in their operation. What does a credit consist of? A credit consists of the principal amount (the amount that is actually borrowed) and the interest (which is calculated as a percentage of the principal amount). 16 for the balance of the credit, meaning that you will pay the interest only for the due amount after paying back the credit according to the reimbursement schedule, or for the principal amount taken as the initial loan Commissions Besides the interest, the borrower also pays some commissions – additional charges. For instance, there is a commission when issuing the credit, a commission for anticipated reimbursement (pay back of the credit before its due time), etc. Penalties When the reimbursement schedule is not observed (delay of the payment), the person is to pay rather large penalties. When the payment delay exceeds 60 days, the bank shall send the case to the court for debt recovery. Soon, the credit record bureau shall be set up. As soon as the person has debts for credit reimbursement, this fact will be easily verified, and thus the respective person will no longer benefit from credits from any other bank in Moldova. How do credits operate? Consumption credits are of small amounts from 3,000 to 30,000 lei for short periods of time (for instance, between 12 and 24 months) are issued by banks without any collateral, with a minimum set of documents which includes the ID card and the certificate about salary or incomes. Consumption credits for procurement of furniture, domestic appliances, etc., may be obtained from many shops directly. 17 Credits Launching an entrepreneurial activity Recently, the banks started to offer credits to pay for education, organization of weddings, vacations or excursions abroad, etc. The amounts may reach up to 65,000 – 100,000 lei, depending on the banks and a person’s financial situation. Overdraft credits allow taking a loan without going to the bank. This is possible when the salary is paid on a credit card opened at one of the banks with which the employer of the respective person has a wage project. In this case, if there is no more money on the card, the person may spend an amount of money equal to one or more wages. The wage is used as collateral. Credit cards allow borrowing from the card an amount of money, for which there is a limit that is set depending on a number of factors: magnitude of the wage, seniority at the working place, credit record, etc. It is very important to know the interest rate, commissions, and penalties applied by the bank. In case of car credits, it is possible to procure old and new cars which will be used by banks as collateral. Also, it is obligatory to obtain CASCO insurance in the interest of the bank from which the credit was taken. The CASCO insurance depends on the type of the car and may be rather expensive (this insurance usually covers all risks from road accidents to theft). Mortgage credits are meant for procuring real estate (flats, places of dwelling), land plots or for repairing the real estate which is already owned by the applicant. These credits are offered for long-term periods up to 20 years. Usually the banks offer credits up to 70% of the value of the procured real estate, which will serve, at the same time, as collateral. If the person offers additional collateral (for instance some other owned real estate), it is possible to obtain a credit of 100% of the real estate cost. With regard to reparations, credit is offered for 100% of the cost of repair works. For credits in large amounts and long periods of time, besides the ID card and the wage certificate, the banks will request some additional documents, such as the labor registration card, the proof of paying for utility services, the wage certificates for the family members (most frequently the wife’s/husband’s wage), etc. 18 In case of credits taken for business or investments, the banks request the following documents: financial statements of the company, meaning its profit and losses account, balance sheet, the cash flow for a period of 1-3 years. In case of some new companies/business, the bank will request for the business plan to justify the profitableness of the business. The bank can also request guarantees, like collateral for the equipment or the goods, or the mortgage for the production premises, or guarantee letters from other banks or companies. What is collateral and when is it needed? Depending on the credit amount and the goal, credits may be granted with collateral or without collateral. The credits guaranteed through collateral are usually granted for procurement of some goods of high value, like cars, real estate, or production equipment. The collateral is used to guarantee the cases when the person cannot reimburse the credit – in such cases the creditor will sell the object which serves as collateral, and use the obtained sum to reimburse the credit. Real estate, land plots, flats, cars, equipment, and other objects accepted by the bank may serve as collateral. It is important to note that banks take goods as collateral for a lower cost than the value of the respective good on the market. As a rule, cars, equipment, and other goods are assessed at 30-50% of their market cost. Real estate is assessed at 70% of the market cost, and in this case, it is necessary to submit an evaluation report made by a specialized company. If the good serving as collateral is owned also by other owners that it is needed to have their approval. What does personal guarantee represent? For all types of credit, the bank may request that the guarantee be provided by another person. The guarantor is liable for paying back the credit instead of the borrower, in case the borrower does not reimburse the credit. The guarantor shall submit the same documents as the borrower, including the ID card, the wage certificate, etc. 19 Launching an entrepreneurial activity Questions to be asked to a bank officer: What is the interest rate, and is it fixed or floating? What additional commissions are perceived by the bank: issuance commission, anticipated reimbursement commissions, etc.? What are the penalties in case you have a delay or do not observe the reimbursement schedule? Do I have enough documents to confirm my financial situation? In case I am asked for a collateral, do I have enough goods to be used as collateral? If I use the real estate of the land plot as collateral, do I have the approval of the other co-owners (in case there are other co-owners)? Microfinancing MICRO-FINANCING Launching an entrepreneurial activity 20 Micro-financing Launching an entrepreneurial activity What is micro-financing? Granting guarantees Micro-financing represents the crediting of micro and small enterprises. This is done to support these entrepreneurs. Some micro-financing organizations offer financial guarantees to small businesses so as to obtain a credit from a commercial bank. The value of this guarantee cannot exceed 50% of the credit value (70% in case of a business led by a woman). Characteristic features These credits are granted to micro and small enterprises, individual enterprises, and farms. Micro-crediting aims to support this important business sector. Banks and micro-financing organizations offer more advantageous conditions for credits, so as to ensure the profitability of micro and small enterprises and to contribute to their prosperity if their business. As a rule, the credits are small. In case of small credits, there is no need for collateral, as it is needed only for large loans. Real estate, land plots, equipment, and stocks of goods may serve as collateral. In some cases, the persons applying for credits are requested to submit a business plan which shall demonstrate the profitability of the business and the way to manage it. The term for examining the credit application is shorter; sometimes it is only 1 day needed. The term of these credits may be different. Sometimes a grace period is granted, during which no reimbursement of credit is made. The loans are granted for supporting the operating business, as well as to launch new enterprises and businesses. Interest rate and commissions Who deals with micro-financing? Micro-financing represents an activity performed by a number of categories of different institutions: Micro-financing organizations Commercial banks These institutions have branch offices in the entire territory of Moldova. The most important micro-financing organizations: Micro-financing organization Prime Capital Microinvest Rural Funding Corporation Address 7 Banulescu Bodoni St Chisinau, MD-2009 16 Puskin Street Chisinau, MD-2012 10/5 Ion Creanga St Chisinau, MD-2069 Contact telephone Tel. 543043 Tel. 212764 212768 229905 Tel. 595559 Web page www.primec apital.md www.microin vest.md www.microfi nance.md Credits are offered in Moldovan lei and foreign currency, the interest rate (percentage) for the loans offered in lei being higher. Commissions are paid for issuing the credit and the amount of the commission depends on the credit period. 22 23 Launching an entrepreneurial activity Commercial banks Bank name “Procredit Bank” JSC “Social Bank” JSC “Mobiasbanca – Groupe Societe Generale” JSC “MoldovaAgroindbank” JSC “Banca de Economii” JSC “Eximbank – Gruppo Veneto Banca” JSC 24 Address 35 Eminescu St Chişinău 61 Banulescu Bodoni St Chisinau MD-2006 81-a Stefan cel Mare Av Chisinau MD-2012 9 Cosmonautilot St Chisinau MD-2006 115 Columna St Chisinau MD-2012 171/1 Stefan cel Mare Av Chisinau MD-2004 Contact telephone Tel. 271707 Tel. 221481 225169 Web page www.procred itbank.md www.socban k.md Tel. 256456 www.mobias banca.md Tel. 856565 www.maib.m d Tel. 218001 218005 www.bem.m d Tel. 301102 ww.eximban k.md Leasing LEASING . Launching an entrepreneurial activity Leasing Launching an entrepreneurial activity What is leasing? Leasing represents an agreement entered between two parties, when one of the parties gives to the other party an asset into use for an amount of money and for a long period of time; the amount is paid on monthly basis, usually in equal monthly installments. When the leasing term comes to an end, the user of the asset has the possibility to take over the asset into ownership. Usually, cars, equipment or real estate serve as assets for which leasing is used. Another advantage of leasing is the fact that it is obtained easier than a credit. The person shall present the ID card, the wage certificate, and other documents that may confirm the financial situation. A drivers’ license shall be presented for cars. In case of the operational leasing, the advantage is the fact that there is no need to buy expensive equipment that is necessary only for one project/construction job. Types of leasing Costs of leasing There are various types of leasing. The financial leasing of cars is the most widespread type of leasing in Moldova; it is like a contract for a credit purchase. In this case, an amount of 10% - 30% of the car price is paid in advance; the car is taken in lease for a period of up to six years; and after the last installment is paid (the residual value) the car becomes the property of the respective person. To lease a car, the person may go directly to one of the leasing companies in Moldova, or to the car vendor who will propose the concluding of the contract on the spot (as with consumption credits obtained directly in the shops). Another type of leasing is operational leasing when a person or a company leases some professional or industrial equipment for a relative short period of time, which by the end of the leasing period is returned back to the company from which it was leased. This type of leasing is the most frequently used in case of construction equipment (for instance, derricks or other equipment). Advantages of leasing The most important advantage of leasing is the fact that it is not necessary to provide collateral, because the property of the object taken into rent is not transferred, the ownership stays with the leasing company, and when monthly payments are not made, the asset may be repossessed by the company. 26 Generally speaking, leasing is very much like credit, as there is also an interest to be paid; but the main difference is that money is not given directly, as with credit; the asset is given and for its use the person pays an installment on a monthly basis according to a schedule and an interest rate. The interest rate may be fixed (constant for the whole period) or floating (which varies depending on the market situation). Leasing companies also require different commissions for the analysis of the file, annual commissions, etc. Cars should have CASCO insurance and sometimes it might be required to have them mechanically tested at certain car service centers. Questions to be asked before concluding a leasing contract What is the interest rate? Is it fixed or floating? What are the other commissions and how are they paid (issuance commissions, commission for cancelation, annual commissions, etc.)? What is the initial amount (advance) and what is the final amount (the residual value of the asset) for taking the asset into ownership? 27 Launching an entrepreneurial activity How to conclude a CASCO insurance contract? Is it necessary to have the car technically tested within a certain car service center? MAIB Leasing IMC Leasing Top Leasing Raiffeisen Leasing Total Leasing Euro Leasing BS Leasing Status Leasing 28 www.leasing.md www.imcleasing.md www.topleasing.md www.raiffeisen-leasing.md www.total-easing.md www.euroleasing.md 21 Moscova Av, Chisinau 83 Bucuresti St, Chisinau
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