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With Regard To Small And Medium Enterprises

Original Language Title: cu privire la întreprinderile mici şi mijlocii

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    The Parliament adopts this organic law.


Chapter I.GENERAL PROVISIONSARTICLE 1 GENERAL Article. The object, purpose and objectives of the law (1) this Act establishes the legal framework for the activity of the micro enterprises, small and medium-sized enterprises, as well as measures of the State support for their creation and development.
(2) the purpose of this law is to promote the sustainable development of micro enterprises, small and medium-sized enterprises through improving the legal framework and economic environment in which they are created and operate.
(3) this law aims at ensuring and increasing the competitiveness and performance of enterprises micro, small and medium-sized enterprises, and facilitating the prompt adjustment to economic and technological changes.
In article 2. The scope of the Regulation (1) fall within the scope of the present law, small and micro enterprises, regardless of the type of ownership and legal form of organization, which, in their entirety, are small and medium enterprises sector (small and medium-sized enterprises or SMES) and which meet the criteria laid down in article 21. 4, with the exception of individuals on the basis of entrepreneur's patent and legal persons governed by public law.
(2) the term "small and medium enterprises" and the acronym "SME ˮ will be used in all rules, the statistics and other official documents issued by the authorities and public institutions.
Article 3. Notions for purposes of this law, the following notions signify: innovative activity-activity carried out for the purpose of improving or creating new products, technologies, processes or services that meet the needs and requirements of the market;
competent authority-Central specialized bodies of public administration, public institutions and authorities of local public administration, who have expertise in the development and implementation of policies and/or in the field of SMES;
business angels-individuals and legal entities investing its own capital in the development of a business, having as a goal the acquisition or subscription of shares or parts of the registered capital of the enterprise;
cluster-Association of interconnected enterprises, located in the geographical vicinity, usually belonging to a sector or related sectors, as well as research institutions, universities and other organizations whose activity is focused on innovation and increasing their cooperation permițînd competitive advantages of enterprises;
State control-state advisory control performed at small and medium-sized enterprises to prevent infringement through rendering of consultations regarding the conduct of their activities and the Elimination of infringements by the control bodies, without the imposition of sanctions;
crowdfunding-way funding of projects using online resources (forums, social networking platforms, etc.), which replaces the classic system of donation with a reward-type methodology.  Initiators of the project released creates a network whose members offer money in Exchange for services or products generated by the project;
entrepreneurial education and development entrepreneurship through formal and non-formal education throughout life, focusing on the formation of knowledge, skills and competences for innovation, creativity and willingness to assume risks, as well as specific business skills in relation to planning and managing projects for the achievement of objectives, knowledge on how to start and lead a successful enterprise of other attributes and general skills applicable, which is the Foundation of entrepreneurship;
mezzanine finance-long-term subordinated loan (5-8 years), refundable in full at maturity, which offers finanțatorului the opportunity to become a shareholder of the company borrowed at a time when changes or major shareholder of the enterprise when it is listed on the stock exchange;
venture capital fund-the Fund made up of contributions from big investors, which represents an important source of financing for small and medium-sized enterprises with high growth prospects, but not financial capital. Individual investors can buy securities from companies, which supply shows venture capital or investing in investment funds specialising in this field;
financial guarantee for credits-written commitment in relation to a financial institution (hereinafter beneficiary of guarantee), assumed by another institution that manages credit guarantee funds, in order to ensure sufficient collateral in proportion and within established credit/loans to individuals or legal persons economic activity;
business incubator-the place where are concentrated in a confined space, newly registered businesses, whose goal is to increase the chance of increasing the duration of survival of these firms, furnizîndu them, and where the spaces are made in conditions facilitating managerial support and assistance services;
infrastructure support-overview of organizations and specialized institutions in the dissemination, transfer and exploitation of results of research and economy-development, Assembly and service projects offered by them, as well as the totality of scientific-technological parks and/or industrial technology transfer centres, business incubators, groups/clusters, schools of business, information and consultancy centers, research laboratories, free economic zones;
support tools-steps (actions), special projects and programmes of information, training, advice and financial support intended for the establishment of small and medium enterprises and the development of their competitiveness;
new micro-enterprise enterprise, registered in due order, led by young entrepreneurs, carrying out economic activity for the first time;
newly registered Enterprise-Enterprise registered in accordance with the legislation in force, which shall not exceed the period of one year from the establishment;
entrepreneurship-competence of a person to recognize and capitalize on business opportunities or potential evident, to assume responsibility for and risk arising from self-employment.


Chapter IICARACTERISTICILE SMALL and MEDIUM ENTERPRISES in article 4. The definition of small and medium-sized enterprises (1) are defined as small and medium-sized enterprises that meet the following cumulative conditions: (a)) have a annual average number of employees (average number of personnel in the reporting period) up to 250;
b) makes an annual turnover (sales revenue) of up to 50 million lei or hold total assets (fixed assets and current assets) of up to 50 million lei, according to the last approved financial statements.
(2) Ceiling of turnover and total assets referred to in paragraph 1. (1) (a). b) may be amended in the light of the evolution of macroeconomic indicators, by Government decision.
Article 5. Classification of small and medium enterprises (1) according to the average annual number of employees, annual turnover or total asset they hold, small and medium enterprises are classified into the following categories: (a) micro-enterprise) enterprise which has not more than 9 employees, achieved an annual turnover of up to 9 million lei or hold total assets of up to 9 million lei;
b) small business-undertaking from 10 up to 49 employees, achieved an annual turnover of up to 25 million lei or hold total assets of up to 25 million lei;
c)-medium-sized enterprise undertaking from 50 up to 249 employees, achieved an annual turnover of up to 50 million lei or hold total assets of up to 50 million lei.
(2) the criterion defining the constant used in the classification of small and medium enterprises for statistical purposes is the average annual number of employees.
In article 6. Peculiarities of small and medium enterprises (1) Category of undertaking micro, small or medium appears in the conditions laid down in article 21. 5 or under statutory declaration (Declaration) for newly registered businesses.
(2) the authority responsible for collecting the financial statements is the National Statistical Office. It holds the database of small and medium enterprises and, at the request of the organization that manages the tools/authority, confirming their compliance with the characteristics of small and medium enterprises, referred to in art. 5, according to the latest financial statements presented.
(3) the statutory declaration must be submitted in writing by the head of the undertaking or its authorized representative, shall be submitted at the request of authorities or organisations/public institutions which administer supportive tools and contains: a) identification data of the economic agent (name, Head Office, State ID number (on WHOSE BEHALF));

(b) name and function of the signatory);
c) legal form of organisation of the trader;
d) number of employees at the time of submission of the Declaration;
e) turnover at the time of submission of the Declaration;
f) total assets at the end of the year;
g) list the founding members whose quotas in the capital of the enterprise exceed 25%.
(4) the list of elements of the para. (3) it is exhaustive and may not be interpreted extensively.
(5) small and medium enterprises, organize and keep the accounts and lists the financial statements according to the accounting Law.


Chapter IIICREAREA a FRAMEWORK FAVOURABLE to the DEVELOPMENT of SMALL and MEDIUM-SIZED ENTERPRISES in article 7. State control of SMEs (1) Controlling the State of small and medium-sized enterprises, over 3 years after their registration, the State bears the Advisory, except in the case of criminal offences. Term of 3 years is to be calculated from the date of commencement of the activity of SMES.
(2) small and medium enterprises, tax and financial control of the Fund shall be made only once in a period of 3 years.
Article 8. Administrative procedures (1) ministries, other central bodies of public administration, local public administration authorities and public institutions shall be required, in accordance with the functional competence, to initiate and to ensure that measures and actions aimed at contributing to the protection of SMES in their report with the State, in particular by simplifying administrative procedures and by preventing unjustified growth of costs relating to their compliance with the regulations in force.
(2) in order to ensure an environment conducive to the initiation and development of businesses, in the elaboration of normative acts that have an impact on SMES, originators must comply with the principle of "Think small first" principle, and the "constant" number.
(3) the principle of "Think small first" means that initiators of normative acts to assess the effects of the introduction of the new regulation, in particular on SMES.
(4) the principle of "constant number" establishes that the introduction of new administrative tasks, such as reporting obligations/compliance for SMES, must take place simultaneously with the removal of some existing tasks.


Chapter IVPOLITICI in support of SMALL and MEDIUM-SIZED DEZVOLTĂRIIÎNTREPRINDERILOR Article 9. The institutional framework of policies for SMES (1) the Government shall approve: (a) support policies) for the development of SMALL-sized through strategic planning documents (strategies) and State programs for the development of SMES;
(b) ensure coordination and policy) measures to encourage and support the DEVELOPMENT of SMES, their monitoring and evaluation through the Ministry of the economy.
(2) Financing the process of implementation of the strategies is made for the inclusion in the budget law required financial resources, as well as through the creation of special funds in accordance with the legislation in force.
(3) Ministry of economy: a) draw up and ensure the implementation of strategies and programmes in the field of development of SMES;
b collaborate with public authorities) in order to implement similar programmes in the field;
c) examines trends in the sector and put forward proposals regarding the Elimination of administrative barriers in relations of SMES with State bodies;
(d) the implementation of national programmes) coordinates of financial and technical assistance to develop the sector of SMES.
(4) the implementation of State policy on support for small and medium enterprises development is carried out by the Organization on development of small and medium-sized enterprises (ODÎMM), a public institution whose founder is the Ministry of economy, as well as other authorities, public and private institutions in the area.
(5) the basic Mission, functions, powers and duties of the Organization for development of small and medium-sized enterprises shall be determined by the Government.
(6) local public administration authorities shall approve and implement strategies and programs to local and regional authorities to support the development of SMES.
(7) For the financing of the implementation of the strategies and programmes of local and regional authorities to support the development of small and medium-sized enterprises, as well as other actions to sustain them, local public administration authorities can allocate their own funds.
Article 10. Advisory Board for small and medium-sized enterprises (1) Government formed Advisory Board for small and medium-sized enterprises (hereinafter referred to as the Council), without legal personality, which is responsible for analyzing the competitiveness of SME sector development, skills development and entrepreneurship and the submission of recommendations on the improvement of the environment for the development of small and medium enterprises.
(2) the Council is composed of representatives of the public sector, private and associative and has the following functions: to identify the key issues), the concerns and needs of small and medium enterprises in the Republic of Moldova;
b) presents the community's opinion of the Economy Ministry's business issues and interests of SMES;
c) shall discuss and put forward proposals to improve the legislative and regulatory framework affecting the establishment and development of small and medium-sized enterprises;
(d) forward to the elaboration of recommendations), modification and implementation of programmes and policies to support the development of small and medium-sized enterprises in accordance with the requirements of the single market and increase product quality needs, according to European standards;
e) assists in the promotion of policies to support the development of small and medium-sized enterprises;
f) enhance the public and stakeholders on issues small and medium enterprises;
g) undertake publicity measures and cooperation with civil society, the private sector, with the media in matters of development of small and medium enterprises;
h) monitors the access of SMES to finance and capitalization of the competent institutions of the recommendations drawn up by the Council.
(3) a regulation on organisation and functioning of the Council is approved by the Government.
Article 11. State programmes for the development of SMES (1) State Programs to support the development of SMES-sector represent a complex of activities geared towards achieving an objective well determined under State policy relating to stimulate development of micro enterprises, small and medium-sized businesses, financed from budgetary funds and/or special, including foreign donations.
(2) the objectives of the programmes are directed towards the State: a) supporting young entrepreneurs in launching a business in the country;
b) stimulating migrant persons in opening a business in the Republic of Moldova;
c) female entrepreneurship development and social;
d) support SMES with export potential and their internationalisation;
e) adaptation of SMES to the principle of "green economy";
f) support infrastructure expansion in business through the development of business incubators, industrial parks, of, etc.
(3) main components of programmes to support the development of SMES sector sites are: a) subject, purpose, principles and terms of implementation of the programme;
b) support under the programme;
c the sum of the individual support offered) for a business plan under the program;
d) Organisation (public, public authority, State Enterprise) that initiates the program;
s) Organisation (public, public authority, State Enterprise) who manage the program;
f) institution or organization (public authority, institution, State Enterprise) that funds the program;
g) eligibility criteria for benefiting from support and their mode of application;
h) support programme duration.
(4) the monitoring, coordinating and linking the implementation of programmes to support the development of small and medium enterprises sector is carried out by ODÎMM.
(5) administrative expenditure ceilings for launching and conducting programmes for the development of small and medium enterprises sector and their complementary expenses (monitoring, evaluation and control) are established at the approval of the budget for each program, but no more than 10% of the amount allocated to the program itself.
Article 12. Amenities and facilities for small and medium-sized enterprises (1) the State shall grant tax breaks for SMES development and goes through the provisions of the tax code.
(2) small and medium-sized enterprises will benefit from a minimum quota of procurement as will be determined by the law on public procurement. 
(3) tools to support small and medium enterprises do not benefit: a) undertakings which hold a dominant position on the market, actually found by the competent authority;

b) enterprises whose share capital is not a founding member of the Works Council that micro, small or medium exceeds 25%, with the exception of non-commercial organisations;
c) enterprises importing goods subject to excise;
d fiduciary companies) and insurance companies;
e) undertakings for collective investment in transferable securities;
f) financial institutions;
g) microfinance organizations, savings and loan associations;
h) currency exchange businesses and lombardurile;
I) enterprises in the field of gaming;
j) non-State pension funds;
k) the undertakings of State control revealed the same repeated infringements.
Article 13. Credit guarantee fund for SMES (1) credit guarantee Fund for small and medium-sized enterprises (hereinafter referred to as the guarantee fund) is created within the institution of the public organization on development of small and medium-sized enterprises "with the status of an autonomous internal subdivision, without legal personality.
(2) the guarantee fund is aimed at guaranteeing such credits obtained by SMEs from financial institutions where they do not have sufficient collateral.
(3) financial guarantees ODÎMM in privileged conditions beneficiaries of support tools for the development of small and medium enterprises through the guarantee fund.
(4) the guarantee fund is provided on the basis of the programmes financed from the State budget and other sources.
(5) the regulation on the Organization, operation and use of the guarantee fund shall be approved by the Government.
(6) the agreement of collaboration between type-ODÎMM and financial institutions, as well as contract-type guarantee of ODÎMM and the credit are approved by order of the Minister of economy.
Article 14. Facilitating access to finance and to attract investment capital (1) in order to facilitate access to financing for small and medium enterprises, the competent authorities: (a)) develops and implements financial instruments intended to support the creation and development of small and medium-sized enterprises;
(b) increase the level of information) to small and medium enterprises about existing funding opportunities through the measures of information, education and guidance;
c) initiates dialogs with loan entities from the private sector in order to encourage the reduction of the dimensions of corporate lending practices through the development of loan products that satisfy the needs of small and medium enterprises;
d) cooperate with the entities lending from the private sector to identify and reduce any impediment which might unduly restricted lending small and medium enterprises, emphasizing loans with a guarantee on the basis of the undertaking's assets;
e) develops mechanisms to facilitate partnerships between local and international lenders in the private sector for the purpose of granting loans to small and medium enterprises;
f) develops and implements risk-sharing mechanisms with private sector lenders (particularly through granting mezzanine financing, loan guarantees) where the market is not able to satisfy fully the requirements/needs of small and medium enterprises;
g) develops and implements mechanisms to overcome the obstacles of regulatory and fiscal ones, which could prevent venture capital funds to invest in small and medium-sized enterprises;
(h) establishment of a network) supports national business angels in order to facilitate access to the necessary funding to small and medium enterprises;
I) ensures and facilitates the promotion of foreign investment at the level of small and medium enterprises;
j) stimulates the creation of on-line platforms of participatory financing (crowdfunding).
(2) the investor may invest-own business angel capital in small and medium-sized businesses through the purchase or subscription of shares or parts of the registered capital of the enterprise if it fulfils the following conditions: (a) (b) cumulatively) is a person from outside the enterprise and acquired by virtue of its quality through its cash contribution to the capital of the enterprise;
b) invests equity capital of at least 3000 euros equivalent in lei at the exchange rate of National Bank of Moldova;
c) investment in order to attain the objective of strictly in the field of activity of the enterprise and the business plan for investor-business angel will invest;
d) has no arrears with its relation to the national budget at the time of the investment;
e) cannot, as a result of the investment, on his own behalf or through third persons, more than 49% of the share capital of the enterprise;
f) has not been convicted by final judgement for crimes remaining v. assets, corruption, embezzlement, forgery, tax evasion, money-laundering or the financing of terrorism.
(3) the investor-business angel may not invest its own capital into the field: a Bank;)
b) financial: insurance and reinsurance intermediaries, capital market, financial intermediation, any other activities in this area;
c) real estate rental real estate: assets, real estate, real estate development, brokerage;
d) gambling and betting;
e) production or marketing of weapons, explosives, ammunition, tobacco, alcohol, controlled substances, control plants, substances and preparations in narcotic drugs and psychotropic substances;
f) non-State pension funds;
g) consulting on any matter.
(4) the investor-business angel may assign shares in an enterprise together with its investment granted by another investor-business angel which correspond to paragraphs (2) article 15. Fostering the establishment and development of start-ups (1) business start-ups benefit from increased tax facilities, non-reimbursable financial assistance and logistical support, advisory and information system over a period of 3 years from the date of registration.
2. the undertaking meets the following conditions are cumulatively Debutante: a) is a limited liability company established under the law No. 135 of 14 June 2007 concerning limited liability companies;
b) falls under the category of micro enterprises in terms of this law;
c) is established and administered by individuals who, at the time of registration, were aged between 18 and 35 years old and performing for the first time economic activity through a limited company;
d) the number of members of enterprise start-ups may not be greater than 5.
(3) the undertaking shall receive the following new facilities: a) the exemption from the payment of fees for the registration and provision of information;
b) guarantees granted guarantee fund loans contracted by beneficiaries in order to attain the accepted business plans up to a maximum of 80% of the loan amount requested, but shall not exceed the amount of 500 thousand lei;
(c) training and counseling) support from the Organization for development of small and medium-sized enterprises.
(4) Other facilities granted by the programme, as well as the specific obligations to be met by business start-ups for employment program are set by the Government.
Article 16. Entrepreneurial education (1) entrepreneurial Education is oriented towards the development of entrepreneurship, which is a fundamental competence for lifelong learning and is mandatory for inclusion in programmes of education and training at all levels.
(2) competent authorities with competences in the field of education and carries out actions initiated to promote their own attitudes and behaviors through entrepreneurship: introduction to entrepreneurial education) at all levels of the educational system, from primary school;
b) initial and continuing training of teachers for education enterprise;
c) inclusion of entrepreneurship in vocational guidance;
(d) provision of advice) to educational institutions and teachers in the development of training programmes and the dissemination of successful experiences and practices;
e) integrating entrepreneurial education at all levels and in all areas of training, including in the spheres of noneconomice;
f) directly related to implementation of practical training in specific fields of study with the objective of entrepreneurship;
g) ensuring counselling by experts (within enterprises, employers ' associations and NGOs) that can provide continuous training and support;
h) realizing the national impact of entrepreneurial education and the identification of the need for the development of new skills.
(3) partnerships between government authorities concerned with competence in the fields of education, business environment, employers ' associations, public organizations and institutions of formal and non-formal education and training be established providing for:

the elaboration of policy documents);
b) effectiveness studies, mapping required by the labour market powers and linking vocational training supply with demand;
c) quality assurance of vocational training;
d) create opportunities for entrepreneurial education.
Article 17. Continuous training (1) continuous training is aimed at updating knowledge or getting new knowledge necessary for small and medium enterprises for the uptake of innovation, implementing new technologies and standards, and promoting export-oriented production, increasing productivity and efficiency.
(2) in-service intended for small and medium enterprises is supported through full or partial funding from the public purse, as well as from other legal sources, including from development partners, on the basis of national programmes, regional and branch of economic agents for the development of competences.
(3) the duration and content of the training programmes intended for small and medium enterprises will meet the requirements of the national framework for continuing vocational training.
(4) programmes of continuing vocational training is carried out by: a) the educational institutions of State and private education empowered in accordance with the provisions of the regulatory framework;
b) service providers of training national and international authorized for that purpose;
c) institutions and economic agents who have created an internal system of professional training satisfying the requirements of the legislative benchmarks.
Article 18. Information, assistance and consultancy (1) for the purposes of their work, and the development of small and medium enterprises benefit from information services, support, consultancy, services related to technological development and innovation.
(2) the Government and the competent authorities shall assist the establishment and development of centers and organizations that offer information, advice, counselling and education by identifying sources of funding programmes and actions intended to facilitate access of small and medium-sized enterprises in these services.
(3) Organization on development of small and Medium Enterprises support the development of small and medium enterprises in accordance with Government priorities set out in their strategies and programmes for the development of small and medium enterprises sector.
Article 19. Encouraging innovation and the internationalization of small and medium-sized enterprises (1) in order to strengthen the technological capacity of small and medium enterprises and enhance their involvement in international markets, the competent authorities: (a) the development of the relationship between) facilitate small and medium enterprises and research environment, including through the development of programs and tools;
(b) implementation of the) facilitate small and medium enterprises to new technologies and products, as well as other types of innovations, particularly based on information technology and communications;
c) grants support small and medium enterprises by supporting their capacity for research and innovation;
d) stimulates and facilitates the development of research within the small and medium enterprises;
e) develops and implements, in collaboration with the Academy of Sciences of Moldova, research programs for the benefit of small and medium enterprises;
f) facilitates the development of infrastructure of innovation support for small and medium-sized enterprises, including: scientific-technological parks and/or industrial industry information technology parks, business incubators, research laboratories, production platforms, information and consulting centres etc.;
g) facilitate, through clusters, small and medium enterprises cooperation with large enterprises;
h) develops tools for the promotion and internationalization of small and medium enterprises, both in the framework of regional organizations, as well as of bilateral agreements;
I) promotes the development of small and medium-sized powers in the field of research and innovation on the basis of simplified access to public research infrastructure, using the services of research and development, recruitment and training of qualified specialists.
(2) the Academy of Sciences of Moldova, as a public institution for research and development, supports the research and development carried out by small and medium enterprises through: a research on behalf of) the establishment of small and medium enterprises as a priority objective in the framework of the national strategy of research and development;
b) to provide for small and medium enterprises access to research programmes and funding from public assets without fulfilling the conditions for accreditation, in the case of innovational activity based on scientific research;
(c) to give priority to funding) projects and programmes in the field of research and development, intended for small and medium enterprises of the amounts provided for in the budget;
d) ensuring priority commitment, by the units and institutions from the national system of research and development, the topics required by small and medium enterprises;
(e) priority of funding) research projects that cover topics with immediate applicability, as required by the small and medium enterprises in the industrial sector;
f) organizing conferences with international participation, to which small and medium enterprises working trends to participate with scientific papers, in order to determine the objectives to be included in the annual national programmes.


Chapter VDISPOZIŢII FINAL and TRANSITORY Article 20. Responsibilities regarding law enforcement (1) the competent authorities are responsible for: (a)) of the implementation of the provisions of this law in their respective fields;
b) will present Ministry of economy annually, until May 31, reports on the development of small and medium enterprises and the situation in their area of activity.
(2) the Ministry of the economy: (a) determines the type and extent) measures to implement the provisions of the present law, as well as the prerequisites and procedures for their implementation;
b) delegate authorities and public institutions subordinate to the task of implementing concrete measures;
(c) annually submit to the Government) by September 1, the report on the development of small and medium-sized enterprises and the situation in the national economy.
Article 21. Final and transitional provisions (1) this law shall enter into force on the expiration of 3 months from the date of publication.
(2) subject to article 19. 7 fall and firms founded before entry into force of this law.
(3) the Government shall, within six months from the date of entry into force of the present law: a) will submit to the Parliament proposals of bringing the legislation into line with the present law;
b) will bring its normative acts in compliance with this law;
c) will develop and will ensure the implementation of a programme of State stimulation of the establishment and development of start-ups as prescribed. 15. (4) the date of entry into force of the present law, law No. 206-XVI dated 7 July 2006 on sustenance of small-and medium-sized enterprises (Official Gazette of the Republic of Moldova, 2006, no. 126-130, art. 605) is repealed.