of November 15, 2018 No. 133
About upgrade of the Civil code and modification of some legal acts
The Parliament adopts this organic law.
This law shifts part (2) Articles 7, Article 8, of part (2) and (3) articles 9, of article 89, of 90, of 106, part (1) Articles 108, part (1) Articles 136, part (2) Articles 137, part (3) Articles 146, part (3) Articles 151, Articles 152 and 153 of the Directive (EU) 2017/1132 European Parliament and Council of June 14, 2017 about some aspects of corporate law published in the Official magazine of the European Union by L 169 of June 30, 2017; Item 7 of article 203 of the Agreement on association between the European Union and European Atomic Energy Community and their state members, on the one hand, and the Republic of Moldova, on the other hand, the European Union published in the Official magazine L 260 of August 30, 2014; Items 3.4 and 3.5 of the Recommendation of the Commission 2009/385/EC of April 30, 2009 about amendment of Recommendations 2004/913/EC and 2005/162/EC for the mode of the compensation of directors of the quoted societies published in the Official magazine of the European Union by L 120 of May 15, 2009; The Directive 2011/83/EU of the European Parliament and Council of October 25, 2011 about the rights of consumers, change of the Directive 93/13/EEC of Council and the Directive 1999/44/EC of the European Parliament and Council and cancellation of the Directive 85/577/EEC of Council and the Directive 97/7/EC of the European Parliament and Council published in the Official magazine of the European Union by L 304 of November 22, 2011; The Directive 93/13/EEC of Council of April 5, 1993 about unfair conditions in contracts with consumers published in the Official magazine of the European Union by L 95 of April 21, 1993; The directive 1999/44/EC of the European Parliament and Council of May 25, 1999 about some aspects of sale of consumer goods and the provided guarantees published in the Official magazine of the European Union by L 171 of July 7, 1999; The directive (EU) 2015/2302 European Parliament and Council of November 25, 2015 about package tours and the related tourist services, change of Regulations (EU) 2006/2004 and Directives 2011/83/EU of the European Parliament and Council and cancellation of the Directive 90/314/EEC of Council, published in the Official magazine of the European Union by L 326 of December 11, 2015; Article 1-10 of the Directive (EU) 2016/943 European Parliament and Council of June 8, 2016 about protection of confidential know-how and business information (trade secret) against illegal acquisition, use and disclosure published in the Official magazine of the European Union by L 157 of June 15, 2016; Articles 1, 21-33, 35, 64-69, 71-73 of Regulations (EU) No. 650/2012 of the European Parliament and Council of July 4, 2012 about jurisdiction, applicable law, recognition and execution of decisions, acceptance and execution of notarial acts concerning inheritance, and also about creation of the European certificate on inheritance published in the Official magazine of the European Union by L 201 of July 27, 2012; Regulations (EU) No. 593/2008 of the European Parliament and Council of June 17, 2008 about the right which is subject to application to contractual commitments ("Rome I") published in the Official magazine of the European Union by L 177 of July 4, 2008; Regulations (EU) No. 864/2007 of the European Parliament and Council of July 11, 2007 about the right which is subject to application to contractual commitments ("Rome II") published in the Official magazine of the European Union by L 199 of July 31, 2007.
Art. I. - In the Civil code of the Republic of Moldova No. 1107/2002 (Official monitor of the Republic of Moldova, 2002, Art. No. 82-86, 661), with subsequent changes, to make the following changes:
1. In Article 1:
in the name of Article of the word "Main Beginnings" to replace with the word "Principles";
in part (1) words "security of property, freedom of the agreement," shall be replaced with words "protection of intimate, private and family life, recognition of security of property, freedom of the agreement, protection of conscientiousness, protection of the rights of the consumer, recognition", and words "their judicial protection." - the words "their protection by competent jurisdictional authorities.";
part (to recognize 2) invalid.
2. In Article 2:
in part (the words "related" to exclude 1), and after the words "non-property relations" to add part with the words "between subjects of civil legal relationship";
parts (3) and (to state 4) in the following edition:
"(3) the Relations connected with implementation and protection of the rights and fundamental freedoms of the person and other non-material benefits are regulated by this code and other laws in the light of the provisions and the principles established by international treaties in the field of the rights and fundamental freedoms of the person.
(4) Subjects of civil legal relationship are physical persons and legal entities as having the status of professional, not having of".
3. Add Article 3 with parts (3) and (4) the following content:
"(3) the Civil legislation is interpreted and applied according to the Constitution of the Republic of Moldova, the European convention on protection of the rights and fundamental freedoms of the person and other agreements, one of the parties of which is the Republic of Moldova.
(4) In case of interpretation and application of the civil legislation need of ensuring uniform application of legal statuses, conscientiousness, and also legal definiteness is considered.".
4. In Article 4:
part (to state 1) in the following edition:
"(1) the Custom represents standard of behavior which, being not stipulated by the legislation, is commonly accepted and regularly applied in certain sphere of civil legal relationship.";
part (to add 2) with words ", and also the transaction.".
5. Part (Article 5 to state 2) in the following edition:
"(2) In case of impossibility of use of analogy of the law of the right and obligation of the Parties are determined proceeding from the principles of the civil legislation and justice (analogy is right).".
6. Add Article 6 with parts (6) - (8) the following content:
"(6) the Provisions of the new law concerning prescriptive limits, both claim, and acquisitive are applied to the prescriptive limit which began leak before date of the introduction of the law in force and did not expire before this date. In this case the term which expired earlier is taken into account. The beginning, suspension and the termination of current of prescriptive limit are determined for the period preceding entry into force of the new law, the old law.
(7) If the prescriptive limit provided by the new law is shorter than the term provided by the old law, then since the date of entry into force of the new law the current of new prescriptive limit according to the new law begins. In this case the term which expired earlier is not taken into account. Provisions of this part are applied and if the new law declares subject to limitation period the right which according to the old law was not subject to limitation period.
(8) In the case provided by part (if the prescriptive limit provided by the old law expires before the prescriptive limit provided by the new law, the prescription will pass 7) after the term established by the old law.".
7. In Article 8:
in part (words of "the general beginnings and sense" to replace 1) with the word of "principles";
in part (2):
in Item d) change concerns only the text in state language;
Item e) to state in the following edition:
"e) as a result of creation of intellectual property items;";
in Item h) to replace the word "legislation" with the word "law".
8. Add the code with Articles 91-94 of the following content:
"Article 91. Conscientiousness
(1) Conscientiousness means the standard of behavior of the party which is characterized by correctness, honesty, openness and respect of interests of other party of the corresponding legal relationship.
(2) the Behaviour contradicting conscientiousness is, in particular, the behavior of the party which is not corresponding to its prior statements or behavior in case other party, being effective with himself in damage, reasonably relied on them.
Article 92. Rationality the Rationality provided by legal status or the transaction shall be established objectively, taking into account the nature and the purpose of the considered element, the facts of the case, and also the corresponding customs and established practices.
Article 93. Abuse of the right
(1) No subjective right can be performed with preferential intention to cause to other person damage or to do it other harm (abuse of the right).
(2) in case of abuse of the right the degree of jurisdiction taking into account nature and effects of the allowed abuse refuses to person protection of maliciously performed subjective right or, on circumstances, obliges him to the termination of malicious implementation.
(3) If abuse of the right entailed violation of the subjective right of other person, such person has the right to require compensation of the caused damage.
Article 94. Prohibition of the reference to the illegal or unfair behavior
(1) Nobody has the right to refer in reasons for the claim for the illegal or unfair act made by it or with its participation.
(2) Nobody has the right to benefit by the illegal or unfair behavior.".
9. In Article 10:
in part (the word "settlements" to replace 2) with the word "permissions";
add Article with part (4) the following content:
"(4) References in this code to the judge or degree of jurisdiction are also references to other competent jurisdictional authorities according to the law, and references to civil and procedural legal statuses are also references to procedural rules of the relevant competent jurisdictional organs.".
10. State Article 11 in the following edition:
"Article 11. Methods of protection of the civil laws
(1) Protection of the civil laws is performed according to the law in the way:
a) recognitions of the right;
b) recoveries of the provision existing before violation of the right, and suppression of the actions violating the right or creating threat of its violation;
c) establishments or, on circumstances, recognitions of invalidity of the transaction;
d) recognitions invalid act of body of the public power;
e) compulsions to discharge of duty in nature;
f) self-defenses;
g) compensations property and, in the cases provided by the law, non-property damage;
h) penalties of percent for delay of payment or, on circumstances, penalties;
i) termination or change of the agreement;
j) non-use by degree of jurisdiction of the act of the body of the public power contradicting the law;
k) the different ways provided by the law.
(2) the protection Methods provided by part (1), can be used if the conditions for their application established by the law and, on circumstances, are complied by the transaction.".
11. State Article 14 in the following edition:
"Article 14. Compensation of damage
(1) the Face, whose right or legitimate interest are broken, can require according to the law of the full recovery caused to it with respect thereto property or non-property damage.
(2) property damage is understood as expenses which the restrained person made or will shall make for recovery violated the right or legitimate interest, destruction or damage of its property (actual damage), and also uncollected profit which this person would receive if its right or legitimate interest were not broken (lost profit).
(3) the non-property damage (moral harm) are understood as physical and moral sufferings, and also quality degradation of life. In case of damage of health the non-property damage includes also loss or decrease in opportunities of human body (biological damage).
(4) Loss of opportunity is compensated, only if this current and certain disappearance of favorable opportunity. The extent of this damage corresponds to the lost opportunity and cannot be equal to benefit which could be taken from opportunity if it was implemented.
(5) Compensation of damage implies recovery of the restrained person in that provision in which it would be if the damage was not caused to it.
(6) Instead of compensation of property damage according to parts (2) and (5) the restrained person can require from face of collection, responsible for damnification, of all profit got by it in connection with damnification. This rule is applied only if the law or the agreement provide such form of determination of property damage or if application of such form of determination of property damage reasonably in circumstances of this case.".
12. Add the code with Article 14-1 of the following content:
"Article 14-1. Guilt
(1) If the law does not provide other, person is responsible only for the damage caused to the he is guilty committed, intentionally or on imprudence, act.
(2) Act is recognized committed intentionally if person which made it realized mean character of the actions or failure to act, expected harmful effects, wished them or consciously allowed approach of these effects.
(3) Act is recognized committed on imprudence (negligence) if person who made it realized mean character of the actions or failure to act, expected their harmful effects, but thoughtlessly expected their prevention or did not realize mean character of the actions or failure to act, did not expect possibility of approach of their harmful effects though shall and could expect them.
(4) Act is recognized committed by rough negligence if person made it with deep lack of discretion which it is explicit owed show under these circumstances cases.
(5) If the law determines legal effects of the act made due to negligence the requirement is observed and in case act is made intentionally.".
13. State Article 16 in the following edition:
"Article 16. Notification
(1) the Notification the message of data on the transaction or information with the legal purpose is recognized.
(2) the Notification can be transferred with use of the means applicable based on the circumstances of a matter if the law or the transaction does not provide certain requirement to form.
(3) the Notification creates effects from the moment of achievement of the addressee if only it has no the postponed action.
(4) the Notification is considered reached the addressee:
a) if it is handed to the addressee;
b) if it is delivered to the postal address specified for this purpose by the addressee or, in the absence of that, to the address of the receiver legal entity or at the place of residence of physical person;
c) in case of transfer of the notification e-mail or other means of individual communication - if the addressee has access to them; or
d) if it is provided to the addressee otherwise in such place and such way which reasonably do possible access for the addressee to it immediately.
(5) the Notification is considered reached the addressee after accomplishment of one of the requirements provided by part (4), depending on what will occur earlier.
(6) the Notification does not create effects if information on its response reaches the addressee to or along with receipt of the notification.
(7) the Notification directed by the representative or received by it is considered the made represented face or, on the circumstances which reached the represented face if the representative is authorized to direct or receive such notifications.
(8) Any condition contradicting provisions of this Article to the detriment of the consumer is insignificant.
(9) the Special legal statuses concerning judicial messages remain in force.".
14. In part (3) Article 20 the word of "consent" to replace in all cases with the word "approvals".
15. In Article 21:
in part (the words "with the consent of parents, adoptive parents" shall be replaced with words 1) "from approval of the parent, the adoptive father", and the words "with the consent of body of guardianship." - the words "from approval of body of guardianship.";
in part (2):
in the prolog of the word "without the consent of parents, adoptive parents" shall be replaced with words "without approval of the parent, the adoptive father";
in Item b) change concerns only the text in state language;
part (to state 4) in the following edition:
"(4) For the reasonable reasons and if that is required by interests of the minor, the degree of jurisdiction establishes judicial measure of protection of the minor who reached fourteen years and appoints to the minor of the temporary defender, the custodian or, on circumstances, the guardian. The judicial measure of protection established thus cannot go beyond date of achievement of age of majority by the minor. Legal statuses about measures of protection of adult physical persons are applied as appropriate to judicial measure of protection of the minor.".
16. In part (Article 22 of the word "parents, adoptive parents" shall be replaced with words 1) "the parent, the adoptive father".
17. In part (1) Article 25 of the word of "permission of family council" shall be replaced with words "or to the judgment of permission of family council, body of guardianship", and at the end to add part with the offer: "Necessary approval or can be granted permission both to, and after making of the corresponding transaction.".
18. State Article 26 in the following edition:
"Article 26. Business and professional activity of physical person
(1) the Physical person has the right to be engaged in business activity on its own behalf and at own expense from the moment of state registration as the individual entrepreneur or otherwise, the provided law.
(2) the Physical person has the right to be engaged in professional activity on its own behalf and at own expense from the moment of satisfaction to requirements, the established law for this purpose.
(3) Person performing business or professional activity without observance of the requirements established by the law with respect thereto having no right to refer to what is not professional.
(4) the rules regulating activities of the legal entities pursuing revenue generating purpose are applied To the business activity performed without formation of legal entity if other does not follow from the law or being of legal relationship.".
19. State Article 30 in the following edition:
"Article 30. Residence and place of temporary stay
(1) the Residence of physical person the place of regular stay is recognized. Person is considered taking this residence until acquired another.
(2) the Place of regular stay is based on close and stable connection of physical person with the appropriate place. In case of determination of the place of regular stay all relevant actual elements, in particular duration and regularity of presence of person in the appropriate place, and also conditions and the bases of this presence are considered.
(3) the Place of temporary stay of physical person is the place where it has temporary or nonbasic accommodation.
(4) Establishment or change of the residence is made precisely in case the person taking certain place or moving to certain place made it with intention to take there place of regular stay. The proof of intention follows from the statements of person made in bodies as which establishment or change of the residence enters, and in the absence of such statements - from any other actual circumstances.
(5) the Face, whose residence cannot be established with confidence, it is considered living in the place of the temporary stay.
(6) in the absence of the place of temporary stay person is recognized living at the last place of residence and if it is unknown, - in the place where this person is.".
20. Add the code with Article 30-1 of the following content:
"Article 30-1. Proof of the residence and place of temporary stay
(1) Until the return is proved, the residence or the place of temporary stay of physical person is supposed in the place specified as such in the identity certificate or, on circumstances, in other identification document provided by the law.
(2) for lack of such instructions or when they are not true, establishment or change of the residence or place of temporary stay cannot be contrasted with other persons.
(3) part Provisions (2) are not applied if the residence or the place of temporary stay became known to person with whom it is contrasted in other way.".
21. Part (6) Article 31 to recognize invalid.
22. To add part 1 of Chapter I with Articles 31-1 and 31-2 of the following content:
"Article 31-1. Professional location
The physical person performing business or professional activity takes the residence in all that concerns these activities, also in the location of form of implementation of activities.
Article 31-2. Chosen residence
(1) the Party of the transaction can choose the residence for the purpose of implementation of the rights or the fulfillment of duties following from this transaction.
(2) the Choice of the residence is not supposed, and it shall be performed, under the threat of negligibility, in writing.".
23. To add Chapter I of the Section II with part of 1-1 following content:
"Part 1-1 Respect for the person and his inalienable rights
Article 31-3. Rights of the personality
(1) According to the law each physical person has the right to life, health, physical and mental integrity, to free expression of opinion, addressed to, honor, advantage and professional reputation, to own image, to respect of intimate, family and private life, to personal data protection, to respect of the memory and body after death, and also to other similar rights recognized by the law.
(2) These rights are inviolable and integral.
Article 31-4. Prohibition of property transactions
Except as specified, directly provided by the law, any transactions which subject is assignment of property to human body, its elements or products, are insignificant.
Article 31-5. Right to own image
(1) If the law does not provide other, when implementing the right to own image person can prohibit or interfere with reproduction somehow of its appearance or voice or, on circumstances, use of such reproduction. Provisions of Article 31-7 remain in force.
(2) If person agrees to that its image was imprinted under circumstances when it is obvious that the image will extend, it is supposed that it also agrees to its reproduction and distribution by regular method, as well as it is necessary to expect reasonably under such circumstances.
Article 31-6. Violation of personal privacy Taking into account application of provisions of Article 31-7 can be considered as violation of personal privacy:
a) illegal penetration into the dwelling or stay in it or withdrawal from it any subject without the permission of person occupying it legally;
b) illegal interception of private conversation with the help of any technical means or conscious use of such interception;
c) fixing or use of the image or voice of person which is in private space without its consent;
d) distribution of the images representing interior of private space without the consent of person occupying it legally;
e) implementation somehow observations of private life, except the cases which are directly provided by the law;
f) distribution of news, discussions, investigations or written or audiovisual reportings on private, private or family life without the consent of the corresponding person;
g) distribution of the materials containing images of person which is on treatment in organizations of medical care, and also personal data about the state of health, the diagnosis, the forecast, treatment, the circumstances connected with disease and different other phenomena including result of opening without the consent of the corresponding person, and in case of the died person - without the consent of family or authorized persons;
h) unfair use of name, the image, voice or similarity with other person;
i) distribution or use of correspondence, manuscripts or other personal papers, including data on the residence, the place of temporary stay, and also telephone numbers of person or members of his family, without the consent of person to whom they belong or which, on the circumstances having the right to dispose of them.
Article 31-7. Limits of the right to private life
(1) the intervention allowed by the law or international treaties on human rights is not violation of the right to private life, one of the parties of which is the Republic of Moldova.
(2) Fair and with observance of international treaties, one of the parties of which is the Republic of Moldova, implementation of constitutional rights and freedoms is not violation of the right to private life.
Article 31-8. Consent presumption
(1) When person whom information or material concerns itself presents them to physical person or the legal entity who is known that it performs activities in the field of informing the public, consent to their use is supposed and does not require expression in writing.
(2) Person who agreed to use of personal papers, images or audio-or videos of person or his personal statements, can withdraw the consent even if it was this for a certain period of time.
(3) If consent this for a certain period of time responds without the response was justified by essential change of circumstances or other reasonable reason, person withdrawing consent shall indemnify the loss caused to person to whom it was agreed.
(4) Consent is not required if the image, the personal paper, audio-or video of person are carried out or used in implementation or in protection of other rights or other interests protected by the law.
(5) the Consent of person is also not required if the image, the personal paper, audio-or video of person are carried out or used based on the law in the official purposes or if someone makes the public act in public concerns.
(6) the Consent of the corresponding person is not required for record of the image or voice and for use of this record in case it is made in crowd or during the public action.
(7) other cases when the consent of person for use of personal papers, images or audio-and videos of person or his personal statements is supposed can be provided by the Law or it is not required.
Article 31-9. Tribute to the dead
(1) Memories, and also the tribute of respect is paid body of the dead.
(2) Any person can determine type of the funeral and can dispose concerning the body after death.
(3) in the absence of the explicit choice of the died person the will of the spouse, parents, descendants, relatives on sideline to the fourth degree of relationship inclusive, heirs or the order of primar of the village (commune), city or municipium in the territory of which the death occurred is observed, in that order. In all cases confessional accessory or absence that is considered.".
24. In Article 48-5:
part (to add 1) after words of "the property" with the words "or the personality", and after words "persons responsible for protection," - words "body of guardianship";
in part (4) word "its material and moral welfare", shall be replaced with words "material and moral welfare of the adult child,";
part (to add 7) after words "Degree of jurisdiction" with the words "or, on circumstances, body of guardianship";
part ("degree of jurisdiction" to add 9) after words with the words "or, on circumstances, body of guardianship".
25. In part (1) Article 48-6 of the word "the place of stay," shall be replaced with words "the place of temporary stay,".
26. In Article 48-25:
part (to add 1) with the offer: "In the order certain limits of powers of the attorney can be stipulated.";
part (to add 2) with words ", excepting insignificant gifts for observance of moral obligations.".
27. Add Article 48-32 with part (5) the following content:
"(5) Lack of mark, stipulated in Item 15) parts (2) Article 283-27, is not eliminated by protivopostavimost (predjyavimost) to the third parties if the formalities on announcement provided by this Article are executed.".
28. In part (1) Article 48-55 of the word "place of stay." shall be replaced with words "the residence or the place of temporary stay.".
29. Add Article 48-61 with the offer: "Part provisions (3) Article 48-63 are applied as appropriate.".
30. Add Article 48-63 with part (3) the following content:
"(3) In particular in the judgment on establishment of guardianship can be exempted from the requirement of permission of the transaction, provided by part (1) Article 48-75, having the subject personal estate which individual cost does not exceed 10000 lei.".
31. In the prolog of part (1) Article 48-75 of the word "Following Transactions", shall be replaced with words "If the judgment which the protection measure is established or changes or the law does not provide other, the following transactions,".
32. In part (Article 48-82 of the word to "the place of stay" shall be replaced with words 2) to "the place of temporary stay".
33. In part (Article 48-84 of the word to "the place of stay" shall be replaced with words 2) to "the place of temporary stay".
34. Part (articles 53 after the words "it knew" to add 3) with the words "or owed know".
35. After the name of part 1 of Chapter II to add the code with the text:
"§1. General provisions".
36. In Article 55:
part (to state 1) in the following edition:
"(1) the Legal entity the person of law having the autonomous organization and the isolated property intended for achievement of particular purpose according to the law, bases of law and order and morality founded in the procedure established by the law is recognized.";
add Article with part (1-1) following contents:
"(1-1) Legal entity can acquire and perform on its own behalf the property and personal non-property rights, perform duties, to be claimant and the defendant in degree of jurisdiction.".
37. In Article 60:
in part (the words "from the state register." shall be replaced with words 1) "from the public register provided by the law.";
part (to add 5) after the words "after effective period" with words ", in case of suspension or response".
38. State Article 61 in the following edition:
"Article 61. Capacity to act of the legal entity
(1) from the moment of the organization the legal entity performs the rights and fulfills duties through the managing director. The legal entity can have one or several managing directors.
(2) the Managing director is physical or, in the cases which are directly provided by the law, the legal person who by law or the constituent document is designated to act in the relations with the third parties, solely or jointly, from name and at the expense of the legal entity. The legal entity pursuing revenue generating purpose can have other legal entity as the managing director.
(3) In the relations with the third parties the legal entity creates for itself obligations transactions of the competent authorities, except for case when the transactions made thus exceed the limits of their powers provided by the law. The provisions of the constituent document or the decision of bodies of the legal entity limiting the powers conferred to the managing director of the law cannot be contrasted with the third parties even if formalities on announcement are executed.
(4) Registration of the managing director or the other person having the right of representation of the legal entity in the public register provided by the law does to the neprotivopostavimy third parties any violation in case of their appointment if only the legal entity does not prove that the corresponding third parties knew about violation.
(5) If the legal entity has several managing directors, each of them can act individually on behalf and at the expense of the legal entity, except for of case when obligation of additional consent of other managing director or all managing directors directly follows from the law or the constituent document. Such exception противопоставимо to the third parties, only if it is noted in the public register in which the corresponding legal entity is registered. Anyway any of managing directors is authorized to receive in individual procedure for the data on transactions or other notifications.
(6) Legal relationship of the legal entity and the managing director are regulated by legal statuses about representation and the order if the law or the constituent document do not provide other.
(7) the Legal entity shall have at least one managing director. If the managing director is not appointed, participants or creditors of the legal entity can address to degree of jurisdiction behind its appointment. The managing director appointed by degree of jurisdiction responds it if the competent authority of the legal entity makes the decision on appointment of executive body. Before appointment of the managing director the legal entity is represented to any of his participants for the purpose of receipt of data on transactions or other notifications. The participant without delay transfers to the appointed managing director all received data on transactions and other notifications.".
39. In Article 63:
part (to add 1) with words "if the law does not provide other.";
part (to state 2) in the following edition:
"(2) the Legal entity of the public law is considered founded from coming into force of the act which makes the decision on its organization if only the act does not provide other time.";
in part (the words "in the state register" shall be replaced with words 3) "in the public register provided by the law";
add Article with part (6) the following content:
"(6) If actions on behalf of the legal entity in the course of its organization before finding of legal personality by it were performed and if the legal entity does not assume further liabilities following from these actions or if the legal entity is not established any more persons acting for this purpose bear, for lack of contractual conditions about opposite, joint liability for these actions.".
40. State Article 64 in the following edition:
"Article 64. Public registers concerning legal entities
(1) Until the fact is not registered in the public register provided by the law, person for the benefit of whom this fact was subject to registration having no right to contrast it with the third parties, except for case when it proves that the third party knew or owed know about this fact.
(2) If the fact is registered in the public register provided by the law, the third party shall recognize it concerning itself. This provision is not applied to the transactions made in fifteen-day time from the moment of publication of the fact in that measure in what the third party will prove that it did not know and did not owe know about this fact.
(3) In case the fact which is subject to registration is registered or told the third party mistakenly, the third party can contrast the published fact with person for the benefit of whom the fact was subject to registration, except for case when the third party knew about its unauthenticity.".
41. In Article 66:
in part (4) change concerns only the text in state language;
in parts (7) and (8) change concerns only the text in state language.
42. In part (5) article 67 change concerns only the text in state language.
43. In part (2) Article 68 of the word "Founder (Participant)" and "the founder (participant)," to replace respectively with the words "Participant" and "participant".
44. After Article 68 to add the code with the text:
"§2. General provisions about functioning of legal entities of private law
Article 68-1. Obligation observe limits of powers
The managing director shall act according to provisions of the constituent document of the legal entity and decisions of bodies to which he submits.
Article 68-2. Obligation pursue the aim of the legal entity
(1) the Managing director shall act thus which he honesty considers the best for goal achievement of the legal entity, in view of, in particular:
a) probable effects of the actions in the long term;
b) interests of workers of the legal entity;
c) need of maintenance of the relations of the legal entity with suppliers, clients and other agreement parties;
d) influence of activities of the legal entity on local community and environment;
e) the requirement of maintenance of reputation of the legal entity according to high standards in the field of activity;
f) need of the fair attitude towards members of the legal entity.
(2) At the same time in the cases which are directly provided by the law, the managing director shall act in protection of interests of creditors of the legal entity.
Article 68-3. The obligation to be effective competently and circumspectly
(1) the Managing director shall act according to the level of competence and discretion which correspond to its knowledge, competence and experience and which can be expected from the good managing director.
(2) It is considered that the managing director does not break the obligation provided by part (1) if at the time of action he is acquitted by what reasonably believed himself acting for the benefit of the legal entity and in the conditions of sufficient information.
Article 68-4. The obligation to avoid conflict of interest
(1) the Managing director shall avoid situations when he has or can have direct or indirect interest which enters or can enter the conflict with interests of the legal entity. The managing director shall report to competent authority about such situation.
(2) the Managing director who is in situation of conflict of interests shall abstain from negotiations and decision making of the legal entity concerning the transaction or transaction to which the conflict belongs.
(3) the Managing director shall abstain from use, in own favor or for benefit of the affiliates, property of the legal entity, the name of the legal entity or the status of the managing legal entity in cases when he performs activities - the or through the affiliates.
(4) the Managing director shall abstain from use, in own favor or for benefit of the affiliates, opportunities of implementation of investments or implementation of activities of whom he knew in case of fulfillment of duties if investment or activities were offered the legal entity or the legal entity had the economic or dictated by other pursued purpose interest in them, except for case when the legal entity refused this opportunity without influence of the managing director.
(5) the Managing director shall abstain from participation, on its own behalf or through the affiliates, in the activities, identical similar or supplementing that which is performed by the legal entity (the obligation about not competition).
(6) the Obligations provided by this Article are not applied if the managing director got the corresponding permission from competent authority of the legal entity.
Article 68-5. Obligation not accept the benefit and encouragement from the third parties
(1) the Managing director shall refuse any benefit and encouragement from the third party presented taking into account that he is managing director or is effective or stays idle as the managing director.
(2) the Obligation provided by part (1), it is not considered broken if acceptance of the benefit and encouragement cannot lead reasonably to emergence of conflict of interest.
Article 68-6. Declare obligation the interest in the transaction offered the legal entity or transaction
(1) If the managing director of the legal entity has direct or indirect interest in the transaction offered the legal entity or transaction, he shall declare in the procedure provided by the constituent document and the law on nature or the extent of this interest in advance.
(In particular the managing director shall report 2) about direct or indirect interest concerning the third party performing the activities, identical similar or supplementing that which is performed by the legal entity.
(3) the Managing director does not bear responsibility for interest non declaration if he did not know and as it is possible to assume reasonably, shall not know about availability of interest or that making of the corresponding transaction or transaction is offered.
(The Managing director shall not declare 4) the interest:
a) if its interest cannot lead reasonably to emergence of conflict of interest;
b) if the competent authority of the legal entity already knows of interest availability.
Article 68-7. Confidentiality obligation
(1) the Managing director shall keep confidentiality of information which possesses owing to the fulfilled duties and which disclosure can cause damage to interests of the legal entity or entail responsibility of the legal entity to the third parties.
(2) the Obligation provided by part (1), it is not applied:
a) if the legal status resolves the message or disclosure of information to the third parties;
b) if information be transferred based on the law to authority and transfer is performed in accordance with the terms, provided by the law;
c) if information became known to the public in other way, than violation by the managing director of the obligation provided by part (1).
Article 68-8. Departures, restrictions and exceptions of obligations and responsibility of the managing director
(1) any provision of the constituent document, other act of the legal entity or the contract with the managing director, which Is insignificant:
a) the managing director's obligations provided by the law are limited or excluded;
b) in advance responsibility which the managing director bears according to the law before the legal entity is limited or excluded.
(2) on condition of sufficient information about appropriate case and observance of rules about conflict of interest body, competent to appoint the managing director, or other body, competent according to the constituent document, can make the decision:
a) approve departures from the managing director's obligations before the legal entity in each case;
b) exempt from liability of the managing director, sign the agreement on the transaction or refuse the claim because of the violation of obligations before the legal entity made by the managing director in each case.
(3) the Decision of competent authority of the legal entity on the questions provided by part (2), the managing director cannot be shown to the creditors of the legal entity or the third parties who were directly injured from the managing director at least and acted on the basis of the decisions of competent authority of the legal entity.
Article 68-9. Conditions of the claim for accountability of the managing director
(1) in case of violation of one of the obligations provided by Articles 68-1-68-8, the legal entity can make to the managing director the claim for the termination of violation and compensation of damage according to Article 14.
(2) If the legal entity signs the insurance contract covering the risks of the managing director connected with accomplishment of the obligations by it insurance at least 10 percent of damage shall provide the franchize.
(3) Approval of the financial reporting or annual statements does not affect the right of the legal entity to make responsible the managing director.
(4) the Burden of proof of the fact that he acted competently and circumspectly is assigned to the managing director.
Article 68-10. Responsibility of the managing director for actions of other persons
(1) If the legal entity has several managing directors, all managing directors answer solidary, except for the managing director who will prove that:
a) he did not participate in approval or making of violation;
b) he did not know and shall not know about availability of violation or if he knew about its availability, took all necessary measures for the prevention of damage or at least directly opposed violation and reported about it to competent authority of the legal entity.
(2) the Managing director answers to the legal entity for the damage caused by actions of workers in case damage is not caused if it exercised the supervision belonging to its functional duties.
(3) the Managing director bears joint liability with the direct predecessor if, knowing about the violations made by the last he did not report about them to the auditor or, on circumstances, the internal auditor.
Article 68-11. Right of the participant to presentation of the claim indirect way
(1) the Member of the legal entity has the right to make the claim for involvement of the managing director to responsibility to the legal entity if the legal entity did not make the claim to it within three months from the date of giving by the participant to the legal entity of the statement for involvement of the managing director to responsibility.
(2) in case of complete or partial satisfaction of the claim the legal entity shall compensate to the plaintiff participant all necessary and reasonably incurred expenses in part in what they are not compensated at the expense of the managing director of the decision of degree of jurisdiction.
Article 68-12. The direct claim to the managing director and/or the legal entity
Provisions of Articles 68-8-68-11 do not affect legal statuses according to which the member of the legal entity or the third party can submit claim concerning the managing director and/or concerning the legal entity if the damage is caused to them.
Article 68-13. Actual managing director and nominal managing director
(1) Person which is not specified in the public register provided by the law as the managing director of the legal entity is considered the actual managing director of this legal entity all that period during which it instructs the managing director, and that observes them.
(2) Person specified in the public register provided by the law as the managing director of the legal entity is considered the nominal managing director of this legal entity during the period when:
a) its appointment to this post can be properly disputed;
b) in spite of the fact that the term of its powers expired or otherwise stopped, it as the managing director is not excluded from the public register provided by the law.
(3) are assigned To the actual managing director concerning the legal entity of obligation, provided by Articles 68-2-68-5 and 68-7, applied as appropriate.
(4) the Nominal managing director performs the duties provided by Articles 68-1-68-8 before the legal entity.
(5) the Actual managing director and the nominal managing director bear responsibility for violation of the obligations assigned to them on an equal basis with the managing director of the legal entity.
Article 68-14. Former managing director
(1) the Termination of the status of the managing director on any bases does not affect responsibility of person for violation of obligations when he was managing director.
(Person who stops being the managing director continues to bear 2):
a) the obligation provided by parts (3) and (4) article 68-4, about use of information or opportunities of which he knew when he was managing director;
b) the obligation about not competition provided by part (5) Article 68-4, in that measure in what it was in writing assumed by the managing director if it does not exceed three-year term since the moment when person stopped being the managing director;
c) obligation, stipulated in Article 68-5, if the benefit and encouragement are provided for making of actions or failure to act when person was managing director;
d) confidentiality obligation, stipulated in Article 68-7, in that measure in what it was in writing assumed by the managing director;
e) other obligations following from the contract between the managing director and the legal entity.
(3) Legal statuses about involvement of the managing director to responsibility are applied as appropriate in case of violation by the former managing director of the obligations provided by part (2).
Article 68-15. The managing director - the legal entity
(1) in case of the appointment as the managing director the legal entity shall designate certain physical person who will perform its functions on permanent basis.
(2) the Designated physical person shall meet legal requirements to the managing director, performing duties and joint liability together with the legal entity designated as the managing director.
(3) the Withdrawal of the physical person designated by the managing legal entity does not create effects until his deputy is appointed.
(4) Appointment and response of the appointed representative of the managing legal entity are subject to the formalities established for the managing director on announcement which are carried out on the basis of the decision on appointment or, on circumstances, response, published by the managing legal entity.
Article 68-16. Release from the managing director's obligations
(1) the Managing director can be exempted from obligations by the decision of competent authority of the legal entity on the basis provided by the law or the agreement and also without specifying of the reason, without prior notice.
(2) in the presence of employment legal relationship between the managing director and the legal entity release from obligations according to part (1) the termination of the individual employment contract attracts same date. Provisions of the labor law cannot be used for contest of the decision on release from the managing director's obligations.
(3) If release from obligations of the managing director for which the basis provided by the law or the agreement is given does not fit into this basis, the managing director can address to degree of jurisdiction behind establishment of the fact that he is exempted from obligations without specifying of the reason, but cannot for this reason dispute the decision on release from the managing director's obligations.
(4) Provisions of parts (1) - (3) do not affect the managing director's right to the dismissal wage provided by the law. The agreement can provide the bigger size of benefit, and also additional cases in which the benefit is paid.
(5) Upon the demand of the legal entity, his participant or the managing director of process of the insolvency/liquidator the degree of jurisdiction reduces the size of the dismissal wage provided by the agreement if determines that it is obviously disproportionate, in view of all corresponding circumstances, in particular:
a) circumstances at the time of determination of condition about dismissal wage, in particular the special qualities shown by the law or the regulating or supervisory authority to the managing director and features of field of activity of the legal entity;
b) success achieved by the managing director during its legal relationship with the legal entity and the financial encouragement provided to the managing director;
c) size of assets of the legal entity.
(6) the Benefit is supposed obviously disproportionate if it exceeds the fixed component of remuneration of the managing director in two years.
(7) the Dismissal wage is not paid to the managing director if he is exempted from obligations because of not achievement of the performance indicators provided in the agreement signed with the legal entity. Any agreement about opposite is insignificant.
(8) the Legal entity can require compensation of variable component of the remuneration paid to the managing director in that measure in what it was based on the financial reporting in which mistakes came to light afterwards.
Article 68-17. The powers conferred by the supreme or supervisory authority
(1) the Supreme body of the legal entity or his supervisory authority (council) can the decision authorize the third party (with the right or without the delegation right) to act on behalf of the legal entity for ensuring accomplishment of the decision of this body. In this case the authorized third party has powers without the need for provision to it powers the managing director. The protocol containing the decision on provision of powers is equated to the power of attorney from this legal entity.
(2) part Provisions (1) are applied, in particular, if the managing director is in situation of conflict of interests concerning the made decision, such as:
a) conclusion or change of the contract between the managing director and legal entity;
b) conducting office investigation, discharge of the managing director from fulfillment of duties or application of other similar measures;
c) release from obligations;
d) accountability before the legal entity;
e) accomplishment of formalities on announcement for the purpose of entering into the public register of changes provided by the law concerning the legal entity.
Article 68-18. Invalidity of the decision of body of the legal entity
(1) Legal statuses about invalidity of the transaction are applied as appropriate to invalidity of the decision of general meeting of participants or the single member of the legal entity, collegiate supervisory authority or collegiate executive body of the legal entity (the decision of body of the legal entity) taking into account the legal statuses applicable to certain legal entities, and, in addition to them, provisions of this Article.
(2) the Decision of body of the legal entity is invalid:
a) if fundamental breach of rules of convocation or holding meeting on which the decision is made is allowed. If the body providing convocation or holding meeting purposely violated rules of convocation or, on circumstances, holding meeting, the decision made thus is subject to contest even in case of insignificant violation;
b) if the representative of the participant in meeting is not authorized as appropriate, except for case of the subsequent confirmation of powers according to Article 249;
c) if during the meeting the rights of the participant are violated;
d) if fundamental breach of rules of creation of the minutes, including not creation of the protocol in writing is allowed. At the same time invalidity is eliminated with creation of the minutes before holding the next meeting of the same body;
e) if it does not correspond to other conditions provided by imperative provisions of the law or constituent document of the legal entity which non-compliance does not attract negligibility.
(3) Invalidity of the decision of body of the legal entity is considered eliminated if the decision is confirmed with the subsequent valid decision of competent authority of the legal entity to the introduction in the final force of the judgment on invalidity recognition.
(4) can refer To invalidity of the decision of body of the legal entity:
1) the member of body of the legal entity who made the decision having the right to vote:
a) not participating in meeting or if participating in it, voted against the decision; or
b) voting for decision making or refrained when voting if the mistake in qualification or calculation of the voice expressed to them is made;
2) the legal entity whose body made the decision;
3) the member of the legal entity if he disputes the decision of other body, than general meeting of participants.
(The Term of limitation period according to the invalidation action of the decision of body of the legal entity constitutes 5) six months.
(6) the Decision of body of the legal entity is insignificant:
a) if it is accepted on the question which is not included in the agenda except for of case when all members of relevant organ having the right to vote participated in meeting and unanimously voted for inclusion of appropriate question in the agenda;
b) if it is accepted at the moment when the meeting was not competent;
c) if concerns the question which is not entering competence of this body;
d) if contradicts bases of law and order or morality.
(7) Negligibility or invalidity of the decision of body of the legal entity does not mention the transaction made based on this decision by the legal entity with the third party who at the time of transaction did not know and as it is possible to assume reasonably, did not owe know about the basis of negligibility or invalidity.
(8) According to the law the claim for negligibility or invalidity of the decision of body of the legal entity is noted in the public register in which the legal entity is registered. The third party cannot refer to ignorance of the basis of negligibility or invalidity on which the claim noted in the register, from the date of introduction of mark is based.
(9) Inadmissibility of the claim for negligibility or invalidity or the omission of term of its giving does not interfere with person whose right is violated by the decision of body of the legal entity, to require compensation of damage according to applicable legal statuses.
Article 68-19. Affiliates
(1) For the purpose of of this Code affiliates of the legal entity are:
a) members of council, members of executive body, members of audit committee, officials of management company (trustee), the head of the auditor performing functions of audit committee, other officials, if necessary (heads of departments, the chief accountant, etc.);
b) the spouses/spouse, relatives and cousins-in-laws to the second degree inclusive the physical persons specified in Item a);
c) physical person or legal entity which independently or together with persons specified in Items and) and b), has control in the corresponding legal entity;
d) economic partnership and society in which the corresponding legal entity independently or together with persons specified in Items and) and b), has control;
e) the legal entity together with persons specified in Item and), or the physical person acting on behalf or at the expense of the corresponding legal entity;
f) the legal entity together with persons specified in Item and), or physical person, from name or at the expense of which the corresponding legal entity acts;
g) the legal entity together with persons specified in Item and), or the physical person acting together with the corresponding legal entity;
h) the legal entity who is together with the corresponding legal entity under control of the third party.
(2) For the purpose of of this Code affiliates of physical person are:
a) the spouses/spouse, relatives and cousins-in-laws to the second degree inclusive the relevant physical person;
b) economic partnership and society in which capital the relevant physical person independently or together with persons specified in Item and), has control;
c) the legal entity together with persons specified in Item and) parts (1), or the physical person acting on behalf or at the expense of the relevant physical person;
d) legal entity or physical person, from name or at the expense of which the relevant physical person is effective.
(3) Control exists when the physical person or legal entity answers at least one of the following conditions:
a) owns independently or together with persons acting in coordination, the majority of the voting shares of the legal entity;
b) owns independently or together with persons acting in coordination, quantity of the voting shares which allows it to appoint or recall most of members of supervisory authority (council) of the legal entity, executive body or most of members of executive body and/or the auditor or most of members of audit committee;
c) exerts the dominating impact on the legal entity which participant is, based on the contract with this legal entity or provision of the constituent document or the charter of the legal entity;
d) is member of the legal entity and controls independently, based on the agreement signed with other members of this legal entity, the majority of voting powers.
(4) Control is supposed in case most of members of supervisory authority (council) is appointed voice of the member of the legal entity during two financial years in a row. The participant is considered voted for these appointments if for the corresponding financial year he directly or indirectly owned more than 40 percent of voting powers and if there was no other participant directly or indirectly owning bigger share in total quantity of voting powers.
(5) For calculation of the voting powers provided by this Article also the rights of subscription and acquisition of equity interests granting voting powers which can immediately be performed are taken into account.
(6) the Voting powers granted by the shares belonging to the most controlled legal entity or the legal entity who is controlled by it are not considered in case of determination of voting powers which are owned by the controlling legal entity in the controlled legal entity.
(7) Provisions of this Article are applied only if for certain categories of persons or the fields of regulation special provisions do not establish different criteria of determination of affiliation and control.
§3. Reorganization and liquidation of the legal entity".
45. In Article 69:
in part (the words "for the third parties" to exclude 5);
add Article with parts (6) and (7) the following content:
"(6) Consolidation or crushing can be performed also in case of legal entities of different forms provided that all reorganized legal entities are registered in the same public register provided by the law.
(7) Consolidation or crushing can be performed even in case the dismissed legal entities are in process of liquidation provided that they did not begin asset allocation in the course of liquidation yet.".
46. Add Article 70 with part (6) the following content:
"(6) the Legal entity who acquired the right which is subject to formalities on announcement as a result of reorganization shall execute the formalities on announcement concerning the acquired right without unjustified delay, but no later than six months after state registration of reorganization. The third parties affected by delay in accomplishment of formalities on announcement can initiate accomplishment of formalities indirect way, and also can demand from the legal entity and his managing compensation of the damage caused to these.".
47. In part (Article 71 of the word "affirm founders (participants)" shall be replaced with words 2) "affirm general meeting of participants".
48. In Article 72:
add Article with part (4-1) following of content:
"(4-1) If the creditor did not achieve satisfaction of the requirement from the legal entity to who as a result of crushing the counter obligation is assigned, all legal entities who acquired share of property of the legal entity perform this duty within net assets value which are distributed by it as a result of crushing, except for the legal entity to whom the corresponding obligation was distributed and who bears the unlimited liability.";
in part (words "to participants or" to exclude 5).
49. In Article 73:
in parts (2) and (3) the words "existence termination" shall be replaced with words "dissolution without entry into liquidation process";
add Article with part (5) the following content:
"(5) If the legal entities pursuing revenue generating purpose participate in consolidation, to members of the dismissed legal entities shares in again arisen legal entity or the accepting legal entity are distributed and if it is provided, the difference in cost which is not exceeding 10 percent of nominal value or - for the lack of nominal value - 10 percent of book value of the share distributed thus is paid.".
50. In Article 74:
in part (the word "representative" to replace 1) with the word "executive";
in part (2):
Items e) and f) recognize invalid;
add part with Items g) - j) the following content:
"g) if the legal entities pursuing revenue generating purpose participate in consolidation:
- exchange ratio of shares and, on circumstances, difference in cost;
- conditions of allocation of shares in the accepting or again arisen legal entity;
- date with which ownership of new shares grants to participants the right of participation in distribution of benefits of the accepting or again arisen legal entity, and also, in the presence of those, any special conditions influencing this right;
- the rights granted by the accepting legal entity to owners of the shares granting the special rights and owners of securities, others, than shares, or measures proposed concerning them;
h) in the presence of that - any special encouragement provided to the specialists invited for creation of the report on consolidation for members of the combined legal entity and also members of executive, supervising and control bodies of the combined legal entities;
i) date of the financial reporting of the reorganized legal entities used for determination of conditions of consolidation;
j) date or procedure for determination of date with which transactions and transactions of the dismissed legal entity will reckon belonging to the accepting legal entity or one or other reorganized legal entity from the point of view of financial accounting.".
51. In part (2) Article 75 of the word "participants if" shall be replaced with words ", provided at meeting if the law or".
52. In part (1) Article 76:
in Item a) change concerns only the text in state language;
in Item b) the word "decision" shall be replaced with words "the minutes on which the decision is made".
53. In Article 77:
in part (the words "in the state register" shall be replaced with words 3) "in the public register provided by the law";
in part (the words "from the state register." shall be replaced with words 4) "from the public register provided by the law.".
54. Add Article 79 with part (4) the following content:
"(4) If the legal entities pursuing revenue generating purpose participate in crushing, to members of the legal entity who is subject to crushing shares in the legal entity to whom passes part of property of the legal entity who is subject to crushing are distributed and if it is provided, the difference in cost which is not exceeding 10 percent of nominal value or - for the lack of nominal value - 10 percent of book value of the share distributed thus is paid.".
55. In part (2) Article 80:
in Item e) change concerns only the text in state language;
add part with the Items e 1) and e 2) of the following content:
"e 1) if participate in crushing the legal entities pursuing revenue generating purpose: - exchange ratio of shares and, on circumstances, difference in cost; - conditions of allocation of shares in again arisen legal entity or the legal entity to whom passes part of property; - date with which ownership of new shares grants to participants the right of participation in distribution of benefits of the legal entity to which passes part of property, and also, in the presence of those, any special conditions influencing this right; - the rights granted by again arisen legal entity or the legal entity to whom passes part of property, to owners of the shares granting the special rights and owners of securities, others, than shares, or measures proposed concerning them;
e 2) in the presence of that - any special encouragement provided to the specialists invited for creation of the report on crushing for members of the shattered legal entity and also members of executive, supervising and control bodies of the shattered legal entities;";
Item g) to declare invalid;
add part with Items j) and k) the following content:
"j) date of the financial reporting of the reorganized legal entities used for determination of conditions of crushing;
k) date or procedure for determination of date with which transactions and transactions of the dismissed legal entity will reckon belonging to one or to other reorganized legal entity from the point of view of financial accounting.".
56. In Article 81:
part (to state 1) in the following edition:
"(1) the Project of crushing affirms general meeting of participants two thirds of total number of the voices provided at meeting if the law or the constituent document do not provide bigger number of votes.";
in part (2) change concerns only the text in state language.
57. In part (Article 83 of the word "from the state register." shall be replaced with words 5) "from the public register provided by the law.".
58. Add the code with Articles 84-1 and 84-2 of the following content:
"Article 84-1. Invalidity of consolidation or crushing
(1) Invalidity of consolidation or crushing can be acknowledged only as the judgment.
(2) from the date of state registration according to Article 77 or, on circumstances, article 83 consolidation or crushing can be nullified only if the solution of one of general meetings on which the project of consolidation or crushing is voted is insignificant or invalid.
(3) the Claim for establishment or recognition of invalidity of consolidation or crushing can be submitted, under the threat of loss of the right, only to six-months time after registration of consolidation or crushing according to Article 77 or, on circumstances, Article 83. The claim is not allowed if violation is eliminated.
(4) If the violation which is the basis of invalidity of consolidation or crushing can be eliminated, the competent degree of jurisdiction provides to the involved legal entities term for its elimination.
(5) the Degree of jurisdiction sends the copy of the final judgment on establishment or recognition of invalidity of consolidation or crushing to bodies of state registration in the location of the legal entities involved in the corresponding consolidation or crushing.
(6) the Final judgment on establishment or recognition of invalidity of consolidation or crushing does not influence validity of obligations in the relation or for benefit of the accepting legal entity, again arisen legal entity or the legal entity to whom part of property, undertaken after consolidation or crushing is registered according to Article 77 or, on circumstances, Article 83, and before the final judgment on establishment or recognition of invalidity is published according to the law is transferred.
(7) in case of recognition of invalidity of consolidation the legal entities participating in consolidation bear joint liability according to the obligations of the accepting or again arisen legal entity undertaken in specified in part (6) the period.
(8) in case of recognition of invalidity of crushing each of again arisen legal entities or legal entities to whom passed part of property answers for the obligations undertaken in specified in part (6) the period. The shattered legal entity also answers for these obligations within share of the net assets transferred to again arisen legal entity or the legal entity to whom passed part of property who undertook these obligations.
Article 84-2. Responsibility of executive body and supervisory authority
Members of executive body and, on circumstances, supervisory authority bear joint liability to members of the legal entity participating in consolidation or crushing for non-execution of the obligations assigned to them on preparation and implementation of the procedure of consolidation or, on circumstances, crushing.".
59. In Article 86:
in Item f) parts (1) change concerns only the text in state language;
in part (4) change concerns only the text in state language.
60. Part (Article 87 to state 4) in the following edition:
"(4) the Decision on dissolution of the legal entity is passed upon the demand of the participant or, in the cases which are directly provided by the law, upon the demand of other persons or bodies.".
61. In part (1) Article 89 of the word "this decision" shall be replaced with words "the minutes on which this decision is made,".
62. In Article 90:
in part (1) word "having full legal capacity", shall be replaced with words "not subject to judicial measure of protection,";
in part (the words "state register" to replace 3) in both cases with the words "public register".
63. In Articles 96 and 97 of change concern only the text in state language.
64. In part (Article 99 of the word "from the register." shall be replaced with words 1) "from the corresponding public register.".
65. State Articles 102 and 103 in the following edition:
"Article 102. Department of the legal entity
(1) Department the separate division of the legal entity which is out of the place of its stay, acting on the permanent basis, having own management and necessary material security for implementation of part or all types of activity of the legal entity is recognized.
(2) the Legal entity founded in the Republic of Moldova can create departments both in the Republic of Moldova, and beyond its limits if the law or the constituent document do not provide other.
(3) the Department is not legal entity. The department functions according to the regulations on it approved by body according to which decision it is created.
Article 103. Department of the foreign legal entity in the Republic of Moldova
(1) Before the legal entity founded in other state (the foreign legal entity) will develop on its own behalf activities in the Republic of Moldova through department in part sense (1) Articles 102, it shall register department in the public register of legal entities of the Republic of Moldova if the law does not provide other public register of the Republic of Moldova.
(2) the Name of department of the foreign legal entity consists of the name of the foreign legal entity who decided to create department which the name of the foreign settlement in which there is legal entity, the word "department" and the name of the settlement in the Republic of Moldova in which there is department follows. In case of creation by the same foreign legal entity of several departments in the same settlement the name of department can be added with the specifying allowing to differentiate them.
(3) the Department of the foreign legal entity is not legal entity. The department of the foreign legal entity functions according to the regulations on it approved by body according to which decision it is created. The foreign legal entity answers for the obligations arising from activities of its department in the Republic of Moldova.
(4) the Activities which are subject according to the law to licensing in the Republic of Moldova can be performed by the foreign legal entity who registered department in the Republic of Moldova only after receipt of the license if the law does not provide other.
(5) shall designate the Foreign legal entity one or several managing directors of department. The managing director directs department, provides conducting in it financial accounting and represents the foreign legal entity within the powers.
(6) Provisions of Articles 61, 64-68-18 are applied as appropriate to department and its managing director. Article 159-8 provisions are applied to the foreign legal entity who registered department in the Republic of Moldova.".
66. Add the code with Articles 103-1 and 103-2 of the following content:
"Article 103-1. Mark about insolvency or liquidation of the foreign legal entity having department in the Republic of Moldova
In chetyrnadtsatidnevny time from the date of the beginning of the procedure of insolvency or liquidation of the foreign legal entity or similar procedures according to the national law the managing director of department shall notify on it the holder of the public register of the Republic of Moldova in whom the department that entered the corresponding mark in the public register is registered.
Article 103-2. Liquidation and exception of department of the foreign legal entity of the public register of the Republic of Moldova
(1) the Department of the foreign legal entity is excluded from the public register of the Republic of Moldova in which it is registered, in one of the following cases:
a) the foreign legal entity is dismissed;
b) the foreign legal entity submits the application for exception of the register;
c) the department has no managing director and the managing director within three months after the notification from competent authority of state registration of the Republic of Moldova on the managing director's exception of the register is not appointed;
d) the managing director of department did not submit the financial reporting within the terms provided by the Law on financial accounting and the financial reporting No. 287/2017, and did not correct this omission within the additional 30-days term submitted by authority of the Republic of Moldova which was necessary to provide the financial reporting.
(2) the Department of the foreign legal entity is excluded from the public register of the Republic of Moldova based on the final judgment:
a) upon the demand of person or the body of the public power authorized by the law or any other interested person if the type of activity or activities of department contradicts the law or bases of morality;
b) upon the demand of the creditor proving impossibility of satisfaction of the requirement which arose from functioning of the foreign legal entity in the Republic of Moldova, for the asset account of the foreign legal entity, being in the territory of the Republic of Moldova;
c) in other cases provided by the law.
(3) After exception of department of the public register of the Republic of Moldova the foreign legal entity can continue the activities in the Republic of Moldova through department in part sense (1) Article 102 only if it registered new department. In case of exception of department of the public register of the Republic of Moldova upon the demand of the creditor the new department can be registered, only if the requirement of the creditor is met or if the creditor gave the written consent to registration of department in the public register of the Republic of Moldova.
(4) To exception of department of the public register of the Republic of Moldova the department shall be liquidated using as appropriate provisions of Articles 90-95. After satisfaction of requirements of all creditors and introduction of money the liquidator prepares final balance which is enclosed to the application for exception of department of the public register of the Republic of Moldova.".
67. Recognize Article 104 invalid.
68. To add article 105 after words of Republic of Moldova with the words "and, in the presence of that, on the web page of the legal entity ".
69. In Article 106:
in part (the words "from shares of founders (participants)" shall be replaced with words 1) "from shares of participants (unitholders)", and the words "at the expense of deposits of founders (participants)", - the words "at the expense of deposits of unitholders";
in part (the word "(participants)" to replace 3) with the word "(unitholders)";
in part (the word of "participant" to replace 4) with the word of "unitholder", and the word "between founders (participants) of partnership or society" - the words "between unitholders".
70. In Item i) parts (Article 108 of the word "branches and representations" to replace 1) with the word of "department".
71. In Article 109:
in part (the words "in the place of the stay" to exclude 1);
in part (the word "participants" to replace 2) with the word "unitholders".
72. Item e) parts (Article 110 to state 2) in the following edition:
"e) all founders concluded the constituent document with capacity to act violation.".
73. Part (5) articles 113 after the word "having warned" to add with the words "that term is preclusive and".
74. In Article 114:
part (to add 2) with the offer:
"If the property is transferred to use, appropriately legal statuses about property hiring are applied to the unitholder and economic partnership or society except that the partnership or society shall not bring hired payment instead of use.";
part (to state 3) in the following edition:
"(3) Can be deposits to forming or increase in the authorized capital of limited liability company or joint-stock company of the requirement, the right to intellectual property item, and also other property rights. This rule is applied also in case of converting of monetary commitment of partnership or society in shares or, on circumstances, the share for benefit of the creditor.";
part (to state 6) in the following edition:
"(6) Deposits in nature are estimated in money by the independent appraiser and affirm general meeting of unitholders. The unitholder who gave contribution, and the appraiser bear joint liability within the overestimated assessment. Requirements about correctness of assessment are imposed within three years from the moment of approval of contribution in nature by general meeting of unitholders.".
75. In Article 115:
in the name of Article to replace the word of "participants" with the word of "unitholders";
in part (1):
in the prolog to replace the word "Participants" with the word "Unitholders";
c) to state Item in the following edition:
"c) receive share share in profit of partnership or societies (dividend) it is pro rata to the share in the authorized capital in accordance with the terms, established by the law and the constituent document;";
in part (the words "Participants" and "participants" to replace 3) respectively with the words "Unitholders" and "unitholders";
add Article with part (4) the following content:
"(4) If the law does not provide other, persons which had the status of the unitholder for decision date about dividend distribution have the right to receive dividends.".
76. In Article 116:
in the name and contents of Article of the word "participant" and "Participant" to replace respectively with the words "unitholder" and "Unitholder" in the corresponding number and case;
in part (3) the last offer to exclude.
77. Article 117-120 to recognize invalid.
78. In paragraphs 2 and 3 of part 2 of the word "participant" and "Participant" to replace respectively with the words "unitholder" and "Unitholder" in the corresponding number and case.
79. In part (1) Article 129 word "incapacitated", shall be replaced with words "establishments concerning it judicial measure of protection,".
80. In part (Article 141 of the word "in the state register." shall be replaced with words 1) "in the public register provided by the law.".
81. In Article 145:
part (to state 2) in the following edition:
"(2) the Procedure for organization, functioning, reorganization and liquidation of limited liability companies is regulated by the law and, in addition to it, provisions of this Code.";
parts (3) - (To recognize 5) invalid.
82. Article 146-155 to recognize invalid.
83. In Article 156:
part (to state 2) in the following edition:
"(2) the Procedure for organization, functioning, reorganization and liquidation of joint-stock companies is regulated by the law and, in addition to it, provisions of this Code.";
parts (3) - (To recognize 5) invalid.
84. Article 157-170 to recognize invalid.
85. Item i) parts (Article 172 to state 1) in the following edition:
"i) departments of cooperative;".
86. In Article 175:
in all text of Article change concerns only the text in state language;
Item b) parts (to state 5) in the following edition:
"b) purpose of the supervisory board and release from obligations of his members, appointment and release from obligations of members of executive bodies of cooperative if this right is not transferred by the charter to its supervisory board;".
87. Part (5) articles 177 after words "the charter of cooperative," to add with the words "after the additional monthly term provided to it by the notification for non-execution elimination".
88. To state part 4 of Chapter II in the following edition:
"Part 4 Group of legal entities
Article 179. Group of the legal entities pursuing revenue generating purpose
(1) the legal entity exercising control and all legal entities (branches) controlled by it enter Into group.
(2) Controlled legal entity (branch) is the legal entity controlled by other legal entity (the controlling legal entity) or directly or through other controlled person.
(3) Completely belonging legal entity is the legal entity who does not have other participants except the controlling legal entity or any other controlled legal entity.
(4) Provisions of this part as a part of Chapter are applied to the legal entities pursuing revenue generating purpose. Provisions of this part as a part of Chapter are applied to the foreign legal entities entering into group irrespective of their organizational form according to their national law.
Article 179-1. Control disclosure obligation
(The Managing director of the controlling legal entity shall inform 1) immediately in writing the managing controlled legal entity on establishment of control or its termination.
(2) Without delay after the notification the controlled legal entity, except for case when it is foreign and its national law does not provide it, shall inform without unjustified delay the controlling legal entity on quantity of the shares and voting powers belonging to it in general meeting of the controlling legal entity and also in any other legal entities.
Article 179-2. The right of the controlling legal entity to instruct the managing director of the controlled legal entity
(1) the Controlling legal entity has the right to instruct the managing director of the controlled legal entity if the law does not provide other.
(2) Taking into account Article 179-5 provisions the managing director of the controlled legal entity shall follow the instructions this by the legal entity controlling him.
(3) the Controlled legal entity who is not completely belonging shall notify the public register in which it is registered, on the fact of obtaining or non receipt of instructions from the controlling legal entity. If the corresponding public register is not notified otherwise, it is considered that completely belonging legal entity receives instructions from the controlling legal entity, and the notification of the register is not required. Instead of it it notifies on the fact of complete accessory. This notification is intended only for informing the third parties and members of the legal entity obliged to notify.
Article 179-3. The right of receipt of information at the level of the controlled legal entity
Bodies of the controlling legal entity, including foreign, having the right to obtain any information from the controlled legal entity if are not broken by it the law, applicable to the controlled legal entity, or the third party rights.
Article 179-4. Group interest
(1) If the managing director of the controlled legal entity, in particular as a result of the specifying this by the controlling legal entity makes the decision contradicting interests of the controlled legal entity it is considered that he did not break the obligations, on condition of observance of the following conditions:
a) the decision is equitable to interests of group;
b) the managing director has bases reasonably to assume that the possible damage will be compensated in reasonable time by the received benefit;
c) probable damage not such is to threaten existence of the legal entity.
(2) If the controlled legal entity is completely belonging legal entity, Item b provisions) parts (1) are not applied.
(3) the Managing director of the controlled legal entity has the right to refuse to observe the instructions received from the controlling legal entity if the conditions provided by part are not satisfied (1).
Article 179-5. Abuse of control
(1) If the controlled legal entity who was controlled as directed this controlling legal entity, for the benefit of group, has no objective chances at the expense of own resources to avoid entry into the procedure of insolvency (crisis point), the controlling legal entity shall make fundamental restructuring without unjustified delay or initiate the procedure of insolvency.
(2) the Controlling legal entity shall pay the outstanding debts of the controlled legal entity which arose to crisis point:
a) if it breaks part provisions (1);
b) if it managed the controlled legal entity according to the procedure, caused to volume damage;
c) if it allowed the controlled legal entity to identify itself with group or to refer to reputation of group creditors could believe honesty that the controlling legal entity will maintain solvency of the controlled legal entity.
(3) It is supposed what the controlling legal entity knew or as it is possible to assume reasonably, owed know that the controlled legal entity reached crisis point.
(4) Only the managing director of process the insolvency/liquidator of the controlled legal entity can require discharge of duty, the provided part (2).".
89. In Article 180:
in part (1) word "purpose", shall be replaced with words "main objective";
Item c) parts (to state 2) in the following edition: "c) private institution.".
90. State Article 181 in the following edition:
"Article 181. Association
(1) Association is the non-profit organization which is voluntarily founded by founders in the procedure provided by the law for satisfaction of non-material requirements.
(2) the Association can be created in the form of public association, religious cult or its component, batch or other social and political organization, labor union, patronage and in other forms according to the law.
(3) the Association has the fixed membership.
(4) the Property given to association by her founders (members) is property of association. The association uses this property for the purposes determined in its charter.
(5) For members of association their rights to the property transferred to the possession of association including to the membership fees do not remain. They do not answer for obligations association, and the association does not answer for obligations the members.
(6) Features of creation and implementation of activities, and also legal status of different types of associations are established by the law.".
91. In part (Article 182 of the word "physical and legal" to exclude 1).
92. Recognize Articles 183 and 184 invalid.
93. 185, 186 and 188 to state Articles in the following edition:
"Article 185. Private institution
(1) Private institution the non-profit organization founded by one person for realization of the non-material purposes and fully or partially financed by it is recognized.
(2) the Property given to private institution by the founder is property of private institution if the constituent document does not provide other.
(3) the Private institution is created on the basis of the solution of face which provides it to all necessary for achievement of the planned purpose.
Article 186. Charter of non-profit organization
(1) the Non-profit organization performs activities based on the charter if the law does not provide other.
(2) the Charter is signed by all founders if the law does not provide other.
(3) In the charter of non-profit organization are specified:
a) form of business;
b) full name;
c) purposes of its organization;
d) procedure of its organization, reorganization and termination of its activities;
e) the leading and regulatory authorities, procedure for their appointment, competence and term of their powers;
f) procedure for appointment of the managing director and, on circumstances, other bodies of the organization;
g) procedure for acceptance and change of the charter;
h) method of ensuring transparency of its activities;
i) other data provided by the law.
(4) the Charter may contain also other provisions which are not contradicting the law.";
"Article 188. Economic activity of non-profit organization
The non-profit organization has the right to perform economic activity. Economic activity can be performed by non-profit organization directly or by means of creation according to the law of the legal entities pursuing revenue generating purpose.".
94. Recognize Articles 190 and 191 invalid.
95. In the name of Chapter III of the Section II of the word of "the REPUBLIC OF MOLDOVA AND ADMINISTRATIVE AND TERRITORIAL UNITS" shall be replaced with words "LEGAL ENTITIES of the PUBLIC LAW".
96. In part (Article 194 of the word "belonging to them on the right of private property" shall be replaced with words 1) "belonging to their private sphere".
97. To add Chapter III of the Section II with Article 194-1 of the following content:
"Article 194-1. Public organization
(1) the Public organization is legal entity of the public law which is created based on the act of body of the public power and is financed fully or partially by means of its budget.
(2) the Founder answers for obligations public organization in that measure in what the property of organization is not enough for repayment of obligations.
(3) Public organization has the right to perform the activities which are not prohibited by the law connected with realization of the purposes provided by the law or the charter.
(4) the Activities which are subject according to the law to licensing can be performed by public organization only after receipt of the license if the law does not provide other.
(5) For implementation of the business activity which is not following directly from the authorized purposes, the public organization can independently or together with other faces of public law to create limited liability companies or joint-stock companies. The public organization can create limited liability companies or joint-stock companies together with legal entities of private law according to the legislation on public and private partnership.".
98. In Article 195 of the word "the rights and obligations." to replace with the word of "legal relationship".
99. In part (3) Article 198 of the word "things property obligations." shall be replaced with words "the limited corporeal rights.".
100. Add Article 199 with part (3) the following content:
"(3) Intention to create legal effects is determined based on statements or behavior of person as far as they reasonably were understood by other party of the transaction or, in case of unilateral transactions, person to whom the transaction is intended.".
101. In part (3) Article 200 of the word "recognition its incapacitated," shall be replaced with words "establishment concerning it judicial measure of protection,".
102. Recognize Articles 202-205 and 207 invalid.
103. In Article 208:
part (1) after words "be made orally", to add with the words "electronically";
part (to recognize 6) invalid.
104. Add the code with Articles 209-1-209-3 of the following content:
"Article 209-1. Electronic form of the transaction
(1) the Transaction has the electronic form if it contains in the electronic document meeting requirements of the law.
(2) Vida of digital signatures which can be attached to the electronic document degree of protection of each type and their legal force are determined by the law.
(3) the Transaction is electronically equated to the transaction in writing provided that it includes the digital signature of any kind of person who made the transaction provided by the law if the agreement of the parties does not provide the requirement of use of specific type of the digital signature, and also in other cases provided by the law.
Article 209-2. The transaction made with use of electronic means
(1) If the transaction is made with use of any electronic means, and person did not conclude it the digital signature provided by part (3) Articles 2091, consent is supposed belonging to this person until person does not dispute its availability.
(2) Person cannot dispute consent availability only on the ground that it is transferred by electronic means if this person agreed to use of this electronic means earlier made transaction.
(3) For the purpose of demonstration of availability of consent disputed according to part (1), the interested person can use any evidentiary facts, except the testimony.
(4) The fact that the transaction made according to this Article is not equivalent to the transaction in writing does not interfere with the reference to the conditions in text form approved by the parties of the transaction.
Article 209-3. Text form of information
(1) If the law provides text form for information transfer, it shall be readable, contain name of the transferring person and it shall be executed on the long-term data carrier.
(2) the Long-term data carrier is any tool, which:
a) allows the receiver to store the personal information addressed to him so that it was available to acquaintance in the future during sufficient, proceeding from purpose of information, period of time, and
b) allows to reproduce stored information in invariable type.
(3) the Long-term data carrier are paper, USB, the computer compact disks, digital universal disks, memory cards or computer hard drives, messages transferred by e-mail and also other carriers conforming to requirements of part (2).".
105. In Article 210:
part (to recognize 3) invalid; in part (4) change concerns only the text in state language.
106. Item and) to add articles 212 after words of "real estate" with the words "or its encumbrances by the limited corporeal rights".
107. State Articles 214 and 215 in the following edition:
"Article 214. The judgment replacing the transaction
(1) In the cases which are directly provided by the law or the agreement upon the demand of authorized person the degree of jurisdiction can pass the decision which from the date of the introduction in final force replaces with itself the transaction if the debtor unreasonably refuses to make the transaction, and all other conditions of reality are complied.
(2) In the cases provided by part (1), authorized person shall not produce degree of jurisdiction any evidence of such refusal.
(3) the Transaction made in the procedure provided by this Article falls under action of legal statuses, applicable to this transaction, as though it was made without defects in consent directly by the parties provided in the judgment.
(4) the Term of limitation period of the right provided by part (1), six months constitute from the date of when the transaction was subject to making.
Article 215. Evasion effects from registration of the transaction or its effects
(1) If the transaction is made in the form provided by the law, but the bound party evades from registration of the transaction or its effects or if the term established by the law for registration expired, the degree of jurisdiction upon the demand of the concerned party has the right to pass the decision on registration of the transaction or its effects. In this case the transaction is registered based on the judgment.
(2) the Party which is unreasonably evading from registration shall indemnify to other party the loss caused by delay in registration.".
108. State Articles 216 and 217 in the following edition:
"Article 216. Insignificant and debatable transactions
(1) the Transaction is insignificant if invalidity punishes violation of the legal status directed to protection of general interest (the insignificant transaction).
(2) the Transaction is debatable if invalidity punishes violation of the legal status directed to protection of private interest (the debatable transaction).
(3) If nature of invalidity is directly not provided and it is impossible to establish with confidence nature of the protected interest, the transaction is considered debatable.
(4) If the law does not provide other, invalidity of the bilateral or multilateral transaction can be established or acknowledged the agreement of the parties.
(5) the Bases of invalidity cannot be established or cancelled by the agreement of the parties.
Article 217. Insignificant transactions
(1) Requirement about recognition of negligibility of the transaction can be imposed both by submission of the claim, and by promotion of objection by any person having the arisen and remaining interest. The degree of jurisdiction shall establish negligibility on own initiative after hearing of participants of process.
(2) Negligibility cannot be eliminated by approval of the invalid transaction by the parties or their legal successors.
(3) Both the claim for recognition of negligibility of the transaction, and objection for negligibility of the transaction do not fall under action of limitation period. At the same time ten-year term for submission of claims for application of effects of negligibility according to Article 219 irrespective of is provided, they are given together with the claim for recognition of negligibility or after satisfaction of this claim.".
109. Add the code with Article 217-1 of the following content:
"Article 217-1. Negligibility in consumer protection
(1) In contracts with consumers unfair conditions, and also the conditions departing from legal statuses from departure to the detriment of which consumer is forbidden (protective negligibility) are insignificant.
(2) Protective negligibility is effective only in that measure in what it is useful to the consumer.".
110. In Article 218:
in part (2) the second offer to state in the following edition:
"Consent to approve the debatable transaction shall be unconditional and obvious and shall be expressed at the moment when person knew or owed know the invalidity basis.";
in part (3) words "transactions, acknowledged debatable," shall be replaced with words "the debatable transaction".
111. State Article 219 in the following edition:
"Article 219. Effects of invalidity of the transaction
(1) the Insignificant transaction is considered, the retroactive effect which does not have legal force from the moment of its making.
(2) the Debatable transaction is valid before recognition of its invalidity by degree of jurisdiction, however after cancellation it is considered, the retroactive effect which does not have legal force from the moment of its making.
(3) the Corporeal rights acquired based on the insignificant or invalid transaction are recognized not acquired on this basis. This provision is applied also to rights to claim or the rights to intellectual property item acquired based on the transaction.
(4) part Provisions (3) do not affect possible acquisition of right owing to acquisitive prescription according to the law.
(5) the Execution performed based on the insignificant or invalid transaction and also other enrichments received from this execution are subject to return according to legal statuses about unjust enrichment.
(6) If based on the insignificant or invalid transaction the right by registration in the public register provided by the law is acquired, and the owner for benefit of whom the right is registered does not agree to its exception of the register, the acquired right is excluded only by submission of the claim for introduction of corrections.
(7) the Degree of jurisdiction cannot pass the decision on invalidity effects on own initiative, at least and established negligibility of the transaction on own initiative.".
112. Add the code with Articles 219-1 and 219-2 of the following content:
"Article 219-1. Partial invalidity
(1) Legal statuses about invalidity of the transaction are applied as appropriate when one or several of its conditions are invalid.
(2) the Conditions recognized as invalid attract invalidity of the transaction in general, only if, because of their absence and despite completion of their effects according to Article 720-4, the objectives with which the transaction is made cannot be achieved.
(3) Invalidity of the multilateral transaction concerning one party attracts its invalidity and concerning the other parties if on absence reason of this party the objectives with which the other parties made the transaction cannot be achieved.
(4) If the imperative legal status provides that effective period of the right or creation of legal effects of the transaction cannot exceed certain period of time, then in case of exceeding the agreed period is invalid and by right is replaced with the maximum term permitted by the law.
Article 219-2. Indemnification in case of invalidity of the transaction
(1) If the transaction is insignificant or invalid, fully or partially, one party can demand from other party of indemnification, suffered because of invalidity if all following conditions are complied:
a) the party which was injured damage did not know and as it is possible to assume reasonably, shall not know about the invalidity basis at the time of damnification;
b) other party knew or as it is possible to assume reasonably, shall know about the invalidity basis;
c) violating requirements of conscientiousness, other party forced the party which was injured damage to be effective thus which caused it damage.
(2) Indemnification represents sum of money which in the greatest possible degree will recover the party which was injured damage in provision in which it could be if the transaction was not made or if the condition nullified was not included in the transaction. In particular, the expenses incurred by the party which was injured damage in connection with transaction and for the purpose of preparation for execution of the obligations provided by the transaction are refunded.
(3) At the same time indemnification does not cover profit which was expected by the party which was injured damage from execution of the obligations provided by the transaction. If other party was effective intentionally or with rough negligence, indemnification shall cover also omission by the party of reasonable opportunities of transaction which was injured damage with the third party.
(4) If the conditions about responsibility provided by this Article are complied, the party which was injured damage does not lose the right to require indemnification only on the ground that it is the party which referred to invalidity.
(5) If invalidity is based on use of violence, confluence of difficult circumstances or on unfair condition, the party which was injured damage can require indemnification according to this Article, at least she also knew or as it is possible to assume reasonably, shall know the invalidity basis at the time of transaction.".
113. State Article 220 in the following edition:
"Article 220. Invalidity of the transaction contradicting the law, bases of law and order or morality
(1) the Transaction or its condition which are obviously contradicting bases of law and order or morality are insignificant.
(2) the Transaction or its condition contradicting imperative legal statuses are insignificant or debatable if this sanction is directly provided by the broken legal status (explicit invalidity).
(3) the Transaction or its condition contradicting the imperative legal statuses which are directly not providing the sanction of invalidity are insignificant or debatable if this sanction be applied the objectives of the broken legal status were achieved (virtual invalidity).
(4) Provisions of this Article are applied in that measure in what the broken legal status does not establish other effect of the violation, than invalidity of the transaction or condition.
(5) as on the basis of invalidity of the transaction it is possible to refer To violation of imperative provision of the subordinate regulation only in that measure in what the relevant provision meets the requirements of part (3) Article 1 and Article 3.".
114. Recognize Article 221 invalid.
115. Part (Article 222 to add 1) with the offer:
"The invalidation action of the transaction can be made by the protected person or any of persons responsible for its protection.".
116. In part (2) Article 224:
in the prolog shall be replaced with words the word "if:" "if it corresponds to desires and feelings of person and at the same time:";
Item a) to add with words ", or to other categories of transactions which according to the law or the judgment the protected person has the right to make independently;";
Item c) after words of "family council" to add with words ", body of guardianship".
117. Recognize Article 226 invalid.
118. State Article 227 in the following edition:
"Article 227. Invalidity of the transaction made under the influence of delusion
(1) the Transaction made under the influence of error in essentia can be acknowledged as degree of jurisdiction invalid if other party or the addressee of the unilateral transaction - the third party knew or, on circumstances, shall know about this delusion.
(2) the Delusion is recognized essential if during transaction wrong idea relatively was had:
a) nature of the transaction;
b) essential qualities of subject of the transaction;
c) other party of the transaction or the beneficiary of the transaction third party if their persons or characteristics are the determining motive for transaction.
(3) the Delusion rather just motives of the transaction are not essential if only such motives were not recognized at will of the parties as determining.
(4) the Delusion charged to person whose will is under the influence of defect cannot form the basis for recognition of the transaction invalid. In particular, the transaction cannot be acknowledged invalid if the fact concerning which there was delusion could be known, proceeding from circumstances, on condition of reasonable discretion.
(5) the delusion concerning element concerning which person referring to delusion undertook risk of delusion does not attract invalidity of the transaction or, proceeding from circumstances, owed undertake it.
(6) the Simple mistake in calculations does not attract invalidity of the transaction, but only correction, in addition to case when, specifying delusion concerning quantity, it is essential to transaction. The error in calculations shall be corrected at the request of the either party.
(7) the Party which is the victim of delusion cannot use it contrary to requirements of conscientiousness.
(8) Legal statuses about delusion are applied as appropriate and when the delusion concerns declaration of will or when declaration of will is incorrectly transmitted through other person or by remote communication.".
119. Add the code with Article 227-1 of the following content:
"Article 227-1. Adaptation of the transaction in case of delusion
(1) If the party is competent to refer to voidability of the transaction owing to delusion, but other party declares that it will perform, or performs the transaction as it was understood by the party, competent to refer to voidability, the transaction is considered committed as the last party understood it.
(2) In the case provided by part (1) after reported to it about how the party, competent to refer to voidability, understood the transaction and before that achieves invalidity recognition, other party shall within no more than three months from the date of receipt of the notification or from the date of when reported to her about the invalidation action, to declare the consent to execution or to immediately perform the transaction as the party which was under the influence of delusion understood it.
(3) If the statement is made and reported to the party which was under the influence of delusion in provided by part (2) term or if the transaction is performed as the party which was under the influence of delusion, the right to try to obtain invalidity recognition understood it thereof delusions it is lost.
(4) If both parties are under the influence of identical delusion, the degree of jurisdiction upon the demand of one of them can adapt the transaction for conditions with which the parties could agree if the delusion did not arise.".
120. Add Article 228 with part (2-1) following of content:
"(2-1) Transaction are debatable and in case the intention proceeds from the representative, the authorized person or the running business without order of other party.".
121. In Article 229:
part (to add 2) after the words "or them" with the words "honor or";
part (to add 3) with words "while the threatened party had reasonable alternative.".
122. Part (Article 230 to add 2) with the offer: "Provisions of Article 227-1 are applied as appropriate.".
123. Recognize Article 231 invalid.
124. In Article 232:
consider single part part (1);
add Article with part (2) the following content:
"(2) the Transaction cannot be acknowledged invalid based on part (1) if the acquirer of thing did not know and shall not know about prohibition or if the transaction directly provides that it is made under the condition suspensive of cancellation of prohibition.".
125. State Article 233 in the following edition:
"Article 233. The term of limitation period for recognition of the transaction invalid in view of defect of consent
(1) Authorized person has the right to refer to voidability of the transaction on the bases provided by Articles 227, 228 and 230, in six-months time from the date of when it learned or owed learn about the voidability bases.
(2) Voidability on the bases, stipulated in Article 229, can be shown in six-months time from the date of violence phase-out.".
126. To add Chapter III of the Section III with Article 233-1 of the following content:
"Article 233-1. Compensation of the damage caused by defect of consent
(1) the Party having the right to require recognition of invalidity of the transaction for the reason that it is made under the influence of delusion, by deception, use of violence or owing to confluence of difficult circumstances, can require compensation of the losses caused to these even if the right to require recognition of invalidity is provided otlagatelno or if it confirmed the debatable transaction provided that other party of the transaction knew or as it is possible to assume reasonably, shall know the invalidity basis at the time of its making.
(2) In the case provided by part (1), legal statuses about payment of compensation in case of non-execution of obligations are in addition applied.
(3) the rights of the Party Provided by the law, affected by deception, use of violence or confluence of difficult circumstances, cannot be, under the threat of negligibility, are excluded or limited to the transaction.
(4) the rights of the Party Provided by the law, affected by delusion, can be excluded or limited to the transaction, except case when it contradicts morality bases, - in this case the exception or restriction is insignificant.
(If the victim of delusion, deception, use of violence or confluence of difficult circumstances has 5) based on this circumstance as the right, based on provisions of this Chapter, and the rights based on non-execution of the obligations following from the transaction she can choose category of the rights to which she will resort.".
127. To state Chapter IV of the Section III in the following edition:
"Chapter IV EFFECTIVENESS of TRANSACTIONS
Part 1 Condition
Article 234. The caused legal effects
(The Transaction can provide 1) that in case of approach of future event about which approach cannot be spoken with confidence (condition) certain or all its legal effects will be created (condition suspensive) or will be extinguished (resolutive condition).
(2) the Condition can also depend on the event which already came, but yet not known to the parties.
Article 235. Insignificant condition
The condition which contradicts imperative legal statuses, bases of law and order or morality, and also condition which accomplishment is impossible, except case when it is stipulated for situation in which it becomes possible is recognized insignificant. The legal effect depending on such condition also is insignificant.
Article 236. Positive condition
(1) In case the transaction is made under condition of approach of certain event in certain time, the condition is considered not come if term expired and the event did not come.
(2) If term is not determined, the condition can come at any time. The condition can be acknowledged not come if it is obvious that the subsequent approach of event is impossible.
Article 237. Negative condition
(1) In case the transaction is made under condition of not approach of certain event in certain time, the condition is considered come, at least and before the expiration of this term if it is obvious that the subsequent approach of event is impossible.
(2) If term is not determined, the condition is considered come only when it becomes obvious that the event will not come.
Article 238. Inadmissibility of rendering influence on approach of condition
(1) Person who made the transaction under the certain condition having no right before condition to make any action which can interfere with execution of its obligations.
(2) If the condition came, and person already took actions specified in part (1), it shall compensate to other party caused with respect thereto losses.
Article 239. Condition suspensive
(1) the Legal effects depending on the condition suspensive are created at the time of approach of this condition or at other directly provided subsequent moment.
(2) the Transactions made by the acquirer under the condition suspensive are valid and, in case of approach of condition, create effects from the date of their making.
(3) the Acquirer can, even before condition, make any transaction on preserving the right.
(4) the Transactions made with the third parties the person who created or transferred the right under the condition suspensive before condition, protivopostavima to the acquirer under the condition suspensive, except for transactions:
a) made with the third parties who knew or as it is possible to assume reasonably, shall know about competence of the acquirer under the condition suspensive; or
b) in case of the rights which are acquired, according to the law, by registration in the public register, - made with the third parties who registered the right after advance registration of the right of the acquirer under the condition suspensive.
(5) If the condition suspensive did not come, legal statuses about unjust enrichment are applied to the execution performed under this condition.
Article 240. Resolutive condition
(1) the Legal effects depending on resolutive condition are settled at the time of approach of this condition using in case of contractual relations of legal statuses about termination effects.
(2) If the right is acquired under resolutive condition, in case of approach of condition the created right automatically is settled, and the transferred right automatically passes back in day of approach of condition, but only if at that moment the acquirer was owner of the right or had powers to dispose of it.
(Third person acquirer of the right acquired under resolutive condition acquires 3) its free from this condition:
a) if it directly did not accept it;
b) in case of the rights which are acquired, according to the law, by registration in the public register - if the right was not previously registered.
Article 240-1. Retroactive effect of resolutive condition
(1) If directly follows from the transaction or the law that certain resolutive condition uses the force retroactive from the moment of transaction, in case of approach of condition legal statuses about unjust enrichment are applied to the execution performed under this condition.
(2) At the same time the condition according to which the right acquired under resolutive condition is cancelled by retroactive effect from the moment of transaction is invalid, except for case when the right is acquired, according to the law, by advance registration in the public register.
Article 241. Value of conscientiousness in case of approach of condition
(1) If approach of condition was prevented from bad faith by the party to which approach of condition is unprofitable, the condition is considered come.
(2) If approach of condition was promoted from bad faith by the party which approach of condition is profitable, the condition is not considered come.
Article 241-1. Refusal of condition
(1) the Party in which exclusive interests the condition is stipulated is free to refuse unilaterally it until the condition is satisfied.
(2) the Refusal of condition does the obligation or other legal effect unconditional.
Part 2 Invalid transaction
Article 241-2. Invalid transactions
(1) If according to the law the transaction, without being insignificant or debatable, does not create, fully or partially, the legal effects, it is invalid in this part.
(2) the Transaction becomes the idleness operating without delay after elimination of the basis.
(3) Idleness of the transaction can be shown both by submission of the claim, and by promotion of objection by any person having the arisen and remaining interest. The degree of jurisdiction shall establish it on own initiative after hearing of participants of process.
(4) Both the claim for establishment of idleness of the transaction, and objection which idleness of the transaction affirms do not fall under action of limitation period if the law does not provide other. At the same time ten-year term for submission of claims for application of effects of idleness of the transaction irrespective of is provided, they are given together with the claim for establishment of idleness or after satisfaction of this claim.
Article 241-3. Effects of the transaction on the order made by not authorized person
(1) Nobody can transfer or create more rights, than is at him.
(2) If neither for date of transaction on the order, nor for date when the right about which dispose by means of the transaction be transferred or created, transferring is not owner of this right and has no power to dispose of it, the transaction is valid, but does not create legal effect program or, on circumstances, creations of the right for benefit of the acquirer differently as according to parts (3) and (4).
(3) Transferring shall eliminate idleness and provide legal effect of transfer or, on circumstances, creations of the appropriate right by its owner for benefit of the acquirer (the obligation to provide something). The obligation to provide something transferring is considered fulfilled acquisition of right of the right by it, approval of the transaction by the owner of the right, and also by any other method, direct or indirect which transfers or, on circumstances, creates the right for benefit of the acquirer.
(4) If other does not follow from the law or from will of the parties, the right about which disposed is automatically transferred or created for benefit of the acquirer from the moment of acquisition of right transferring or, on circumstances, approvals of the transaction on the order by the owner of the right.
(5) Provisions of this Article are applied as appropriate and in case of transaction on the order by common property by the joint owner without the consent of other joint owners, and also in other cases when transferring is not the single owner of the right about which dispose by means of the transaction.
Article 241-4. Implementation of the nonexistent right
The unilateral transaction does not create the legal effects meaning the making her face in that measure in what the transaction performs the subjective right which does not exist or for implementation of which all conditions provided by the law or the transaction are not complied.
Article 241-5. Consent of the third party to transaction
(1) If force of the transaction depends on the consent of the third party, consent or refusal can be expressed in the relation of both one, and other party.
(2) Consent does not require the forms established for the transaction if the law does not provide other.
(3) Prior consent of the third party can be withdrawn before transaction if other does not follow from legal relationship on the basis of which prior consent is expressed. The response can be expressed in the relation of both one, and other party.
(4) Subsequent consent (approval, confirmation) to transaction for lack of direct legal statuses about opposite has retroactive force from the moment of transaction.
(5) the Retroactive effect does not mention the transaction on the order which person who agreed on them made with the third parties before consent expression, as well as the rights acquired by the third parties based on these transactions does not mention the transaction in case of forced execution, the sequester or measures taken by managing process of insolvency before consent expression.
(6) Provisions of this Article are applied, in particular, to consent in type:
a) consent this by the parent, the adoptive father, the custodian, the guardian or other defender;
b) the permission this by family council, body of guardianship or degree of jurisdiction;
c) the approval represented in cases, stipulated in Article 249;
d) approvals of the transaction on the order in cases, stipulated in Article 241-3.
(7) Provisions of this Article are applied as appropriate to approval by competent authority of the legal entity of the transactions made on behalf of the last.
Article 241-6. Right of withdrawal of the invalid transaction
(1) If person who made the transaction without the necessary consent of the third party from bad faith declared that this consent was received or that in it there is no need, other party can withdraw the transaction, necessary consent, except for case when she made the transaction will not be received yet, knowing about lack of consent.
(2) If the third party refused to give necessary consent, the either party can withdraw the transaction.
(3) In case other party addressed person who made the transaction or the third party with request about giving necessary consent of the third party, and consent is not reported to other party in four week time from the date of receipt of request if the law or the transaction do not provide other term, it is considered that the third party refused to give necessary consent.
(4) the Authorized party performs the response right provided by parts (1) or (2), the notification sent to other party. If the transaction is withdrawn according to provisions of this Article, it is considered that the transaction was not made.
(5) Provisions of this Article are not applied to the transaction on the order made by not authorized person stipulated in Article 241-3.".
128. State Articles 243 and 244 in the following edition:
"Article 243. The representative protected by judicial measure of protection in the form of temporary protection or guardianship
The transaction made by the representative is valid and in case the representative is protected by judicial measure of protection in the form of temporary protection or guardianship.
Article 244. Authority delegation and substitution of the representative
(1) the Representative shall make personally transactions on which he is authorized. He can delegate powers to the third party (authority delegation) or yield powers to the third party (substitution of the representative) if it is authorized represented, or in other cases provided by the law. In case of doubts it is supposed that the representative did not yield the powers, and delegated them.
(2) At least also delegated the powers to the third party, the representative reserves powers, have the right to delegate them to other third party. As represented, and the representative can perform the right of withdrawal of the powers conferred to the third party by delegation.
(3) the Representative who was delegating or yielded powers to the third party shall inform without delay about it represented, and also give him necessary information on the third party. In case of failure to carry out by the representative of this obligation he bears responsibility for actions of the third party as for own.".
129. In Article 247:
in part (the words "before cancellation" shall be replaced with words 1) "to response";
in part (the words "before their cancellation" shall be replaced with words 2) "to their response".
130. In the name and contents of Article 248 to replace the word "cancellation" with the word "response" in the corresponding case.
131. Add the code with Article 248-1 of the following content:
"Article 248-1. The representative acting on its own behalf
(1) If the representative, despite the powers conferred to him, makes the transaction on its own behalf or is effective otherwise in case of which does not specify to the third party the fact of making of the transaction by it on behalf of represented, the transaction is valid between the representative and the third party. This transaction is not valid between the represented and third party, behind the exceptions which are directly provided by the law.
(2) If the representative makes the transaction on behalf of represented which personality shall be revealed afterwards, but does not reveal her in reasonable time after receipt of request of the third party, it is considered that the representative made the transaction on its own behalf.".
132. In Article 249:
part (to add 1) with the offer: "Before approval the transaction is invalid concerning represented.";
in parts (2) and (3) changes concern only the text in state language;
add Article with part (4) the following content:
"(4) Provisions of this Article are applied and in case managing or other representative of the legal entity makes the transaction without the corresponding approval obligatory according to the law, from competent authority of the legal entity if the law does not provide other effect.".
133. In Article 250:
in part (1) change concerns only the text in state language;
in part (3) word "in case of special disability", shall be replaced with words "if it is protected by judicial measure of protection in the form of temporary protection or guardianship,", and after the words "from approval" to add with words "the temporary defender or".
134. State Article 251 in the following edition:
"Article 251. The transaction concerning personally
(1) the Representative has no right to make transactions on behalf of represented concerning itself personally as on its own behalf, and as the representative of the third party, except for the following cases:
a) represented permitted the representative to be effective thus;
b) the representative warned that he will act thus, and represented did not object in reasonable time;
c) represented knew or as it is possible to assume reasonably, shall know in other way that the representative will act thus, and did not object in reasonable time;
d) in other cases provided by the law.
(2) Represented can require recognition of the transaction invalid if at the time of transaction the third party knew or as it is possible to assume reasonably, owed know that the representative breaks part provisions (1). The term of limitation period constitutes in this case six months.".
135. Add the code with Article 251-1 of the following content:
"Article 251-1. Plurality of representatives
(1) If represented authorized several representatives in the relation of the same transaction, each of them can make the transaction independently, except for case when need of consent of other representatives directly follows from the law or from the document which confers powers to the representative making the transaction.
(2) part Provisions (1) are applied irrespective of, representatives the same document or different documents are appointed or authorized.".
136. In Article 252:
in Item and) parts (the word "or" shall be replaced with words 4) ", and for lack of them -";
in part (5) word "including sending and money transfers", shall be replaced with words "excepting sending and money transfers,", and "the housing and operational organization for the residence of person which issued the power of attorney" to exclude words;
add Article with parts (6) - (8) the following content:
"(6) Legal statuses about the power of attorney are applied and in case powers contain or in the agreement which party is represented, including in the agreement between represented and the representative or in the contract between the represented and third party, or in the protocol of competent authority of the representative if other does not follow from the law.
(7) Legal statuses about the power of attorney are applied as appropriate in case the power of attorney is issued by several persons.
(8) If the power of attorney is issued to the legal entity without specifying of name of his representative or the worker who will perform powers, powers are performed by the managing director of this legal entity or person designated by it.".
137. Article 253-255 to state in the following edition:
"Article 253. Secondary power of attorney
(1) Person to whom the power of attorney (primary power of attorney) is issued can issue the power of attorney which delegates powers or the representative according to Article 244 (the secondary power of attorney) is replaced.
(2) In all cases the secondary power of attorney issued by physical person shall be notarially certified, at least primary power of attorney and was not certified.
(3) the Representative to whom the power of attorney according to part is issued (5) Articles 252, cannot issue the secondary power of attorney.
(4) Person to whom the secondary power of attorney is issued can issue the new secondary power of attorney, only if this right is directly stipulated in primary and secondary power of attorney.
Article 254. Term of the power of attorney
(1) If in the power of attorney the term of its action is not specified, it is valid within three years from the date of its creation. Effective period can be also specified by establishment of condition in case of which approach operation of the power of attorney stops.
(2) the Power of attorney in which date of its creation is not specified is insignificant.
(3) Notarially certified power of attorney intended for transactions outside the Republic of Moldova is valid to response her face which issued the power of attorney.
Article 255. Cancellation of the power of attorney
(1) the power of attorney is terminated owing to:
a) the expirations of the power of attorney or approach of the condition settling its action;
b) withdrawal of the power of attorney person which issued it or if it is issued by several persons, response its to one of them;
c) failure of face to which the power of attorney is issued;
d) dissolution of the legal entity who issued the power of attorney;
e) dissolution of the legal entity to which the power of attorney is issued;
f) the death of the physical person who issued the power of attorney, its recognitions it is unknown absent or establishments concerning it judicial measure of protection if the law does not provide other;
g) the death of the physical person to whom the power of attorney is issued its recognitions it is unknown absent or establishments concerning it judicial measure of protection.
(2) Person which issued the power of attorney can withdraw it at any time, and person to whom the power of attorney is issued can refuse it at any time. Any agreement about opposite is insignificant.
(3) With cancellation of the power of attorney the secondary power of attorney loses force.".
138. Add the code with Article 255-1 of the following content:
"Article 255-1. Irrevocable power of attorney
(1) For the purpose of execution or ensuring execution of these or future obligations of the represented or third party to the representative or persons, from name or which the representative acts for the benefit of if such obligation is undertaken by professional, represented can specify in the power of attorney that it cannot be withdrawn before the expiration of its action or approach of the condition settling its action or to specify possibility of its response only under certain conditions (the irrevocable power of attorney). In this case Item b provisions) parts (1) and parts (2) Article 255 are not applied.
(2) At the same time the irrevocable power of attorney can be withdrawn after the termination of that obligation, for execution or ensuring execution of which it is issued.
(3) in case of implementation by the representative of powers contrary to the purpose or availability of threat of such implementation represented can address to degree of jurisdiction behind withdrawal of the irrevocable power of attorney.".
139. In Article 256:
in the name of Article of the word "about cancellation" shall be replaced with words "about response";
consider single part part (and in it the words "about its cancellation" shall be replaced with words 1) "about its response", and after the word of "legal successors" to add part with the words "or defender";
add Article with parts (2) - (5) the following content:
"(2) If person which issued the power of attorney in written or notarial form did not specify in it the identity of the third parties with whom the representative shall make the transaction, it can inform the third parties on withdrawal of the power of attorney by request to the notary about registration of a statement about response in the register of powers of attorney.
(3) to the notary about registration of information on the termination of the power of attorney have the Same rights of the notice of the third parties by means of the register of powers of attorney by request:
a) person to whom the power of attorney is issued, or, on circumstances, his legal successors - in the cases provided by Items c), e) and g) parts (1) Article 255;
b) legal successors or, on circumstances, the defender of person which issued the power of attorney - in the cases provided by Items d) and f) parts (1) Article 255.
(4) the Third parties are considered informed in the working day following registration date of the statement or information, provided by parts (2) or, respectively, (3) if were not informed in other way earlier.
(5) the Procedure for maintaining, introduction of records, changes, exceptions and access for the third parties to information of the register of powers of attorney is established by the Government.".
140. Add the code with Article 256-1 of the following content:
"Article 256-1. Publication of response or termination of the power of attorney for other bases
(1) For the purpose of the notice of the third parties the notary whom address for the certificate of withdrawal of the power of attorney shall enter information on response in the register of powers of attorney without delay.
(The Notary certifying the transaction on which making the power of attorney is issued shall check 2) in the register provided by part (1) whether this power of attorney is withdrawn and whether information on other bases of the termination of the power of attorney is registered.
(3) Provisions of parts (1) and (2) are applied also in case of the certificates made by diplomatic representations and consular establishments of the Republic of Moldova.".
141. Add Article 257 with part (1-1) following contents:
"(1-1) If the power of attorney about which termination it did not know is shown to the third party and did not owe know, the termination of the power of attorney непротивопоставимо to the third party, and the transaction made by the representative with the third party is valid for represented and his legal successors.".
142. Parts (1) - (Article 264 to state 3) in the following edition:
"(1) the Term estimated for weeks, months or time covering several months (year, half-year, quarter), expires in the case provided by part (1) Articles 261, that day of the last week or the last month which according to the name or on the number corresponds to day on which the event or timepoint falls, and in the case provided by part (2) Articles 261, that day of the last week or the last month which precedes day which according to the name or on the number corresponds to initial day of current of term.
(2) If the last month has no the corresponding number determined according to part (1), term expires in the last day of this month.
(3) If it is determined that certain term lasts about certain day, it is supposed that this day joins in time.".
143. State Article 268 in the following edition:
"Article 268. Special terms of limitation period
(The Term of limitation period constitutes 1) six months concerning compensatory actions, the right to legal proceedings caused by violation in reasonable time or the rights to execution of the judgment in reasonable time.
(The Term of limitation period constitutes 2) ten years concerning claims:
a) by the corporeal rights which are not acknowledged as the law not falling under action of limitation period or are not subject to other term of limitation period;
b) about indemnification, caused to the environment.".
144. Recognize Article 269 invalid.
145. State Articles 270 and 271 in the following edition:
"Article 270. Prohibition of change of term of limitation period or procedure for its calculation
(1) Except for the cases provided by the law, any condition departing from legal statuses about limitation period including by change of duration of term of limitation period or procedure for its calculation or by disclaimer to refer to limitation period, is invalid.
(2) At the same time in the limits and conditions provided by the law, under the threat of negligibility, are allowed by the direct written term of departure from legal statuses about limitation period by change:
a) durations of terms of limitation period;
b) courses of limitation period by establishment of its beginning or by change of legal causes of its suspension or, on circumstances, break.
(3) Departures from legal statuses about limitation period are applied only in part in what the changed limitation period expires at least in one year and no more than before the expiration of the maximum duration estimated according to Article 279-1.
(4) any condition which directly or indirectly the claim would be recognized not falling under action of limitation period while according to legal statuses limitation period extends to it, or on the contrary, the claim on which according to legal statuses limitation period would not extend, recognized falling under action of limitation period Is forbidden.
(5) departure from legal statuses about limitation period based on part (2) to the detriment of the consumer is not allowed.
Article 271. Use of limitation period
The claim for protection of the violated right is rejected based on the expiration of limitation period, only if person for benefit of whom limitation period flowed creditors of person or any other person pursuing legitimate interest provided objection concerning the expiration of limitation period according to the Code of civil procedure.".
146. In Article 272:
in part (2) the first offer to exclude;
in part (3) the words "the debtor shall fulfill the obligation." the creditor demanded shall be replaced with words "execution; if according to contents of the obligation the debtor uses suspensive term from the moment of submission of demand, part provisions are applied (2).";
in part (the words "about the tort liability" shall be replaced with words 4) "about compensation of damage", and the words "about the harm done to it and" - the words "both about damage type, and about";
part (to state 5) in the following edition:
"(5) If the law does not provide other, according to the invalidation action falling under limitation period, the current of term of limitation period begins with the moment when authorized person, his legal representative or person authorized by the law to approve the transaction, learned or shall learn about the invalidity bases.";
parts (6) - (To recognize 9) invalid;
add Article with parts (10) - (16) the following content:
"(10) If the debtor shall consecutive execution, the right of action on each such execution is settled by the separate term of limitation period even if the debtor continues to perform one or other due execution.
(11) in case of standing promise to refrain from action the right of action falling under the separate term of limitation period arises in connection with each violation.
(12) In claims for return of unjust enrichment the current of term of limitation period begins from the date of when the creditor learned or shall learn both about the right to return, and about person obliged to return. Provisions of this part are applied as appropriate and in case of the reasonable claim for business management without order.
(13) the term of limitation period for date of limitation period of the obligation which non-execution proves termination or reduction of the counter obligation is applied To the termination right in connection with non-execution of the obligation or to the right of reduction of the counter obligation.
(14) In claims for legal termination effects or the cancelled donation the current of term of limitation period begins from the date of when termination or, on circumstances took place, cancellation and in case based on the law or the agreement of execution were subject to implementation in any subsequent date, the current of term of limitation period begins after this date.
(15) In claims for adaptation of the agreement or termination owing to exclusive change of circumstances the current of term of limitation period begins from the date of when the debtor learned or shall learn about exclusive change of circumstances.
(16) the Claims provided by parts (11), (12), (14) and (15), fall under aggregate term of limitation period, except for, provided by part (3) Article 217.".
147. Add the code with Article 272-1 of the following content:
"Article 272-1. The term of limitation period in case of the regress right
(1) the Term of limitation period according to recourse actions expires in expiry date of prescription of right of action of the initial creditor to the debtor according to the recourse action.
(2) At the same time the term of limitation period according to recourse actions cannot expire before six months from the date of emergence of the right of the recourse action or from the date of submission of the claim by the initial creditor to person, competent to submit the recourse action, depending on what will occur earlier.
(3) part Provisions (2) are not applied if person having the right of the recourse action can contrast reasonably with the initial creditor the expiration of limitation period of the requirement to the debtor concerning which person submits the recourse action.
(4) Provisions of this Article are applied as appropriate in case instead of making the recourse action based on special legal statuses, person having the right of the recourse action makes the claim to the debtor based on legal statuses about unjust enrichment or business management without order.
(5) Provisions of this Article are not applied if person has the right of the recourse action based on execution on the basis of the independent personal providing assumed before the creditor and also in other cases when it undertook so that owed make execution irrespective of the expiration of limitation period of right of action of the creditor to the debtor. In these cases the relevant provision of Article 272 is applied.".
148. To add article 273 after the words "acceptance of debt" with the words "without the consent of the former debtor".
149. State Article 274 in the following edition:
"Article 274. Suspension of current of term of limitation period
(1) the Current of term of limitation period stops if:
a) presentation of the claim is impossible owing to the obstacle which is out of control of the creditor and if it was impossible to expect from it reasonably that it will avoid or will overcome obstacle or its effects;
b) obligation fulfillment delayed (moratorium);
c) the creditor or the debtor is in structure of the armed forces put on war footing;
d) the creditor is minor or is protected by judicial measure of protection and has no representative or the defender, except as specified, when the creditor has procedural capacity to act concerning the violated right;
e) the creditor or the debtor died and behind one person the status of the heir or person, representative is not established to act on behalf of the heritable weight (the testamentary executor having powers on management, the managing director of heritable property or the managing director of heritable weight appointed the notary or the managing director of process of insolvency of heritable weight);
f) activities of judicial authorities within which competence the dispute resolution between the parties is are suspended;
g) the creditor and the debtor conduct negotiations concerning the right or circumstances from which there can be requirement concerning this right;
h) the creditor and the debtor conduct negotiations concerning the mediation concerning the right or circumstances;
i) the parties are according to the law in process of the mediation concerning the right or circumstances from which there can be requirement for this right.
(2) the Course of limitation period stops only on condition that the bases for suspension specified in part (1), arose or continued to exist in the last six months of prescriptive limit and if this term is equal to six months or constitutes less than six months, - during prescriptive limit.
(3) the Current of term of limitation period proceeds from the date of the termination of the circumstances which formed the basis for suspension of course of limitation period. The term which expired when the course of limitation period is suspended is not set off limitation period in time. The rest of term is extended up to six months and if the term of limitation period constitutes less than six months, - before prescriptive limit.
(4) the Party does not conduct negotiations in sense of Items g) and h) parts (1) if she does not respond to the invitation to conduct negotiations or directly refuses negotiating. Negotiations stop in day of the last message provided by the party for benefit of which limitation period flows, or in day when one of the parties reported another about what refuses to continue negotiations.
(5) the Course of limitation period of the right of the recourse action of the defendant to the third party stops from the moment of involvement of the third party as person who is not declaring independent requirements regarding dispute, and to the introduction in the final force of the judgment passed concerning the defendant which execution will grant to the defendant the right of the recourse action.".
150. C) of Article 275 to state Item in the following edition:
"c) according to the statement between the guardians, custodians or other persons performing protection measure and persons which are under their guardianship, guardianship or other measure of protection - for all term of guardianship, guardianship or measure of protection.".
151. Add Article 276 with the offer: "Provisions of this Article are applied also to the claim of the legal entity to the managing director.".
152. State Articles 277 and 278 in the following edition:
"Article 277. Break of current of term of limitation period
(1) the Current of term of limitation period is interrupted:
a) the act of voluntary execution or recognition by any other method which is obviously expressed or silent, it is right to which limitation period extends, commited by person for benefit of which limitation period flows. The act of tacit recognition partial obligation fulfillment, complete or partial payment of percent or penalties, providing provision, the payment due date request, the announcement of compensation and other similar actions undoubtedly testimonial of availability of the right of person concerning which limitation period flows are recognized;
b) giving in accordance with the established procedure the action for declaration, the arbitral statement, the statement for pronouncement of the writ or other statement in competent jurisdictional authority;
c) giving in accordance with the established procedure statements for recognition of debt obligation during insolvency process, and also the statement for participation in the current procedure of forced execution begun by other creditors;
d) in other cases provided by the law.
(2) After break the course of limitation period begins again. Time which expired to break is not set off in the new time of limitation period.
(3) in case of approach of the circumstance specified in Item and) parts (1), the current of new term of limitation period begins even if the circumstance comes after the term of limitation period.
(4) in case of term break based on Item b) parts (1) the current of new term of limitation period of the right to try to obtain forced execution does not begin until the decision on satisfaction of the claim or the writ did not come into final force.
(5) in case of term break based on Item c) parts (1) the current of new term of limitation period begins from the date of emergence of new legal possibility of satisfaction of the requirement which remained unsatisfied.
Article 278. Current of term of limitation period in case of return of the action for declaration or its leaving without consideration or cancellation of the writ
(1) If the degree of jurisdiction returned the action for declaration, left the statement without consideration or repealed the writ, the current of term of limitation period which began before presentation of the claim proceeds without interruption.
(2) At the same time if the claimant in six-months time from the date of the introduction in the final force of determination about return of the action for declaration, about leaving of the statement without consideration or about cancellation of the writ makes the new claim, the term of limitation period is considered the interrupted previous claim on condition of satisfaction of the new claim.".
153. In Article 279:
part ("degree of jurisdiction" to add 1) after words with the words "upon the demand of the claimant";
part (to add 2) with words ", and only if the maximum term estimated according to Article 279-1 did not expire.".
154. Add the code with Article 279-1 of the following content:
"Article 279-1. Maximum duration of term of limitation period
(1) Anyway the term of limitation period shall not exceed the maximum duration constituting ten years from the date of violation of the right, and in case of claims for compensation of the property damage and moral harm done by death or damage of health, thirty years from the date of violation of the right.
(2) At the same time if according to special legal status the current of term of limitation period begins with other date, the maximum duration provided by part (1), it is estimated from this date.
(3) the Term which expired during suspension of current of term of limitation period joins in the maximum duration of term of limitation period, except for suspensions according to Article 275.
(4) the Situation of this Article is not affected:
a) the rights to claims to which limitation period does not extend;
b) the terms of limitation period established by the law exceeding ten years;
c) effects of break of term of limitation period according to legal statuses.". 155. Items b) and c) Article 280 to state in the following edition: "b) on customer requirements to banks, savings and loan associations and other payment service providers about issue of the means enlisted into their account or money transfers in their advantage;
c) on requirements about compensation of the property damage and moral harm done by death or damage of health. In this case the loss about which the claimant learned during the period which was preceding presentation of the claim, but not exceeding three years is indemnified.".
156. State Article 282 in the following edition:
"Article 282. Use of limitation period in case of the secure rights
(1) Loss behind prescription of the right provided with pledge does not deprive authorized person of the right to require satisfaction at the expense of the property encumbered with the obligation if all following conditions are complied:
a) the pawnbroker can turn collection according to the law only on the encumbered property, have no right to turn collection on other property of the debtor or pledger;
b) from means from use of the encumbered property it is possible to cover only the capital of the secure right and costs for execution, excepting percent, the late charges of payments, penalties and accessories;
c) there passed no more than two years from the date of presentation to the creditor of the expiration of limitation period by the debtor of secured liability.
(2) the term of limitation period before the expiration of six months from the date of satisfaction of the secure right according to part does not extend To the right of regress of the pledger to the debtor (1).".
157. To add the Section IV of the book of the first with Chapter III of the following content:
"Chapter III PRECLUSIVE TERMS
Article 283-1. Establishment of preclusive term
(1) by the Law or will of the parties preclusive terms for implementation of the subjective right or transaction can be established.
(2) If does not follow from the law or the agreement of the parties unambiguously that certain term is the term of limitation period, term is considered preclusive.
(3) the Condition which establishes the preclusive term causing undue hardship of implementation by the consumer of the subjective right or making by the consumer of the transaction is insignificant. In this case it is considered that the condition establishes reasonable time.
(4) the condition which establishes preclusive term in defiance of imperative legal statuses about the term of limitation period is Also insignificant.
(5) Non-realization of the subjective right during the established preclusive term attracts its termination.
(6) the Unilateral transaction which is not made and if is subject to the message, is not accepted by the party to which it shall be reported, during the established preclusive term, does not create legal effects.
Article 283-2. Mode of preclusive terms
(1) Preclusive terms are not subject to suspension, break and recovery if the law does not provide other.
(2) At the same time term cannot flow and if began to flow, then stops if the subjective right cannot be performed or the transaction cannot be made because of the obstacle which is out of control of the corresponding person and if it was impossible to expect from it reasonably that it will avoid or will overcome obstacle or its effects. In this case part provisions (2) and the first offer of part (3) Article 274 are applied as appropriate. If remaining period less than seven days, it is prolonged and shall constitute seven days.
(3) If implementation of the right assumes consideration of the claim in court, term is interrupted in one of the cases specified in Item b) parts (1) Article 277.
Article 283-3. Refusal of presentation of preclusive term
(1) If preclusive term is established by the agreement or is founded by the legal status protecting private interest, the party for benefit of which he is established or founded can refuse after term presentation of preclusive term. If the refusal takes place before term, rules about break of term of limitation period by recognition of the right are applied.
(2) the Parties cannot it is preliminary, later began currents of terms to refuse the preclusive terms established by the law relating to law and order and cannot change them towards reduction or, on circumstances, increases.
(3) It is supposed that the preclusive terms established by the law in contractual relations protect only private interest. At the same time the preclusive terms established by the law cannot change, under the threat of negligibility, to the detriment of the consumer.
Article 283-4. Use of preclusive term
(1) the Party for benefit of which preclusive term is established or founded can refer to it according to part (1) Article 271.
(2) the Degree of jurisdiction shall refer to preclusive term and apply it on own initiative, except for case when preclusive term protects only private interest.".
158. The first to add the book with the Section V of the following content:
"SECTION V ANNOUNCEMENT OF THE RIGHTS, TRANSACTIONS AND DISPOSITIVE FACTS
Chapter I GENERAL PROVISIONS
Article 283-5. Subject of announcement and methods of its implementation
(1) the Rights, transactions and the facts concerning condition and capability of persons, and also connected with the property belonging to them, and equally any other legal relationship are subject to announcement in the cases which are directly provided by the law.
(2) the Announcement specified in part (1), it is performed by means of:
a) real estate register;
b) register of pledges of personal estate;
c) state register of legal entities;
d) state register of transport;
e) ship register or ship book;
f) the registers which are kept according to the law, the State agency on intellectual property;
g) register of acts of civil status;
h) state register of individual entrepreneurs;
i) other forms of announcement provided by the law.
(3) Provisions of this Section are applied in that measure in what the legal statuses applicable to certain public register, or by other special legal statuses do not provide other.
Article 283-6. Announcement conditions
(1) the Procedure and conditions of announcement are established by the law.
(2) has the right to require Accomplishment of formalities on announcement any person, at least and being the minor or the adult concerning whom the judicial measure of protection is established.
(3) Any refusal or restriction of the right to accomplishment of formality on announcement, and also any penalty or other sanction provided with the purpose to prevent implementation of this right are recognized insignificant.
(4) Nobody can refer to the fact that he knew about the right, the transaction or the fact which are subject to announcement if the formality on announcement was legally executed.
Article 283-7. Announcement effects
(1) Announcement provides protivopostavimost of the right, the transaction, the fact, and also any other legal relationship which are subject to announcement, establishes their rank and if it is directly provided by the law, causes their establishment or legal effects.
(2) For the parties or their universal or, on circumstances, the legal successors of the right, the transaction equated to them or the facts, and also any other legal relationship create effects in full even if formalities on announcement are not executed, except as specified, when the law provides other.
(3) Announcement does not give legal force to the right, the transaction or the fact which are subject or allowed to announcement. However in cases and under the conditions which are directly provided by the law it can create acquisitive effects for benefit of acquirers.
(4) Announcement does not interrupt current of term of limitation period, except as specified, when the law provides other.
Article 283-8. Presumptions in the field of public registers
(1) If the right, the transaction or the fact are registered in the public register, their existence is supposed until they are not excluded from the register or are not changed according to the law.
(2) If the right, the transaction or the fact are excluded from the register, it is supposed that they do not exist.
Article 283-9. Lack of announcement. Sanctions
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