1.Name: State Enterprise "Moldelectrica" (hereinafter – the Enterprise).
2. Location of the Enterprise: mun. Chișinău, V. Alexandri 78.
3.The Enterprse was established by Government Decision No. 1000 of 02.10.2000 "On the Creation of Certain State Enterprises in the Electric Power Sector" and Order of the Ministry of Industry and Energy No. 92 of 19.10.2000.
4.The Founder of the Enterprise is the Ministry of Industry and Infrastructure of the Republic of Moldova, located at mun. Chișinău, Ștefan cel Mare Street 69 (hereinafter – the Founder).
5.The ain activities of the Enterprise:
The Enterprise has the right to engage in other types of activities permitted by the legislation of the Republic of Moldova.
6. TheEnterprise is an economic entity and conducts business activities based on state property entrusted to it.
7. As a legal entity, the Enterprise has letterheads and a seal with the State Emblem of the Republic of Moldova, its full or abbreviated name in the state language, a state identification number (IDNO), and the words "Republic of Moldova." The Enterprise's official letterhead may also include its address, contact phone number, bank account, and other relevant information. The Enterprise may enter into contracts on its own behalf, assume obligations, and act as a plaintiff or defendant in court.
8. The activities of the Enterprise are regulated by the Civil Code No. 1107-XV of June 6, 2002, Law No. 146-XIII of June 16, 1994, on State Enterprises, Law No. 845-XII of January 3, 1992, on Entrepreneurship and Enterprises, as well as other laws, normative acts, and this Charter.
9. The property of the Enterprise fully belongs to the state and is formed from the following sources:
a) material contributions of the Founder to the charter capital;
b) net profit obtained from the financial-economic activities of the Enterprise;
c) accumulated depreciation and amortization deductions;
d) capital investments and budget subsidies;
e) gratuitously transferred property;
f) bank loans and other borrowings;
g) other legal sources.
10. An inventory report of the Enterprise's property, approved by the Founder, is attached to this Charter, specifying the composition, quantity, and value of the property as of the date of the Charter’s approval, including the amount of monetary funds in the Enterprise’s accounts. For real estate objects, the postal address and, if necessary, the cadastral number are additionally specified.
11. The size of the land plot allocated to the Enterprise is 117 hectares. A land plot plan is attached.
12. The Enterprise is responsible for its obligations with all available property. The Founder is not liable for the Enterprise’s obligations. The Enterprise is not liable for the Founder’s obligations.
13. The charter capital is formed from the following sources:
a) contributions of the Founder in monetary funds and assets in civil circulation;
b) capital investments from subsidies and net profit;
c) gratuitously transferred property;
d) property rights (the right to use fixed assets, land plots, and natural resources);
e) other sources not prohibited by law.
14. The charter capital of the Enterprise amounts to 415,634,653.00 lei.
15. The property and monetary funds contributed to the charter capital of the Enterprise are evaluated in Moldovan lei.
16. Based on the proposal of the Administrative Council, the charter capital of the Enterprise may be changed (increased or decreased) by decision of the Founder.
17. The reserve capital of the Enterprise amounts to 10% of the charter capital.
18. The reserve capital of the Enterprise is formed through annual allocations from net profit until it reaches the amount specified in this Charter. The size of annual allocations to the reserve capital is set at up to 10% of the Enterprise’s net profit.
19. The reserve capital is used only in case of insufficient profit or special working capital needs of the Enterprise. Reserve capital funds are used to cover the Enterprise’s losses.
20.The Enterprise has the right to:
a) open its own accounts in financial institutions registered in the Republic of Moldova and other countries, as well as use the funds credited to these accounts;
b) conclude agreements for granting or obtaining loans with the permission of the Founder or the Administrative Council;
c) determine the directions and procedures for using all assets entrusted to it;
d) establish economic and trade relations with any partners, including foreign ones, and expand entrepreneurial activities;
e) enter into contracts for the sale or acquisition of products, performance of works, provision of services, and other business agreements;
f) determine prices and tariffs for its products, services, etc., as well as labor remuneration standards, except in cases where prices, tariffs, and other indicators are regulated by the state;
g) establish its internal organizational structure and determine the legal status of its subdivisions;
h) create branches and representative offices;
i) improve employees' living and recreational conditions, provide assistance to their families, participate in charitable activities, allocate funds for public health protection, culture, education, science, physical culture, and sports, in accordance with applicable legislation;
j) hire employees, including on a contractual basis, and dismiss them in accordance with labor laws;
k) receive state-allocated material and other values at state-established or contractual prices;
l) claim compensation for damages caused by unlawful actions of individuals or legal entities.
21. The Enterprise is obliged to:
a) ensure the integrity, rational use, and expanded reproduction of the state property entrusted to it;
b) fulfill obligations arising from legislation and concluded contracts;
c) conclude employment contracts (agreements) with hired citizens;
d) fully pay wages according to concluded contracts (agreements) regardless of the Enterprise's financial situation;
e) provide social, medical, and other mandatory insurance for employees and create appropriate working conditions in accordance with legislation and collective labor agreements;
f) comply with decisions of ministries, other central administrative authorities, and local public administration bodies regarding the social protection of disabled persons and other persons with limited work capacity;
g) timely pay taxes and make other payments as established by law;
h) initiate insolvency procedures in case of inability to meet obligations to creditors;
i) submit financial, tax, statistical, and other reports to relevant state authorities as required;
j) ensure wages are not lower than the national minimum wage;
k) provide appropriate working conditions, adhere to safety regulations, industrial and sanitary norms, fire safety rules, and environmental protection measures;
l) obtain licenses as required by law for licensed activities.
22. Without the permission of the Founder, the Enterprise may not:
a) lease or pledge its property;
b) sell assets not used in the production process;
c) write off fixed assets;
d) preserve assets not intended for use according to production plans;
e) join associations, consortia, and other unions based on agreements;
f) invest its assets in non-state structures;
g) invest state property in other countries, with investment procedures determined by the laws of the respective country and the Republic of Moldova;
h) transfer fixed assets and other assets.
23. The Founder exercises its management rights over the Enterprise through the Administrative Council and the Executive Director (executive body).
24. The Founder concludes an agreement with the Executive Director for the transfer of state property into operational management and the authority to conduct business activities.
25. The founder of the enterprise:
a) approves the charter of the enterprise and amendments thereto;
b) determines the development strategy of the enterprise and approves its main areas of activity;
c) approves the annual report on the financial and economic activities of the enterprise and the distribution of profits;
d) makes decisions on increasing or decreasing the authorized capital of the enterprise;
e) appoints and dismisses the executive director, concludes, and terminates the employment contract with them;
f) approves the structure and staffing schedule of the enterprise;
g) makes decisions on the reorganization or liquidation of the enterprise.
26. At the request of the Enterprise, the Founder reviews documents and grants permission for:
a) Leasing (renting) or pledging the Enterprise's assets;
b) Selling or conserving assets not used in the technological process;
c) Writing off assets classified as fixed assets;
d) Contributing the Enterprise’s assets to the statutory capital of non-state structures;
e) The Enterprise’s membership in associations, concerns, and other unions;
f) Investing state-owned property in other countries.
27. The Founder makes decisions regarding changes to the Enterprise’s statutory capital, amendments to its Charter, reorganization, or liquidation.
The Charter may also define additional rights and obligations of the Founder, provided they do not contradict applicable law.
28. The Administrative Council is a collegial governing body of the Enterprise, representing the state’s interests and operating in accordance with Law No. 146-XIII of June 16, 1994, on State Enterprises, this Charter, and the Regulation on the Administrative Council, approved by the Founder.
29. The Administrative Council is appointed by the Founder for a one-year term based on recommendations from the Ministry of Finance, the Ministry of Economy and Trade, and the labor collective.
30. The number of Administrative Council members is determined by the Founder and must be an odd number (at least three), depending on the financial and economic indicators of the Enterprise, such as workforce size and business activity.
31. The Administrative Council must include representatives from the Ministry of Finance, the Ministry of Economy and Trade, the Founder, and the labor collective. It may also include representatives from other ministries, central administrative bodies, and specialists in the Enterprise’s field, economics, and law.
32. The Chairman of the Administrative Council is appointed by the Founder. Representatives from the labor collective are elected at the general meeting (conference) of employees. The Enterprise Manager cannot be a member of the Administrative Council.
33. The Administrative Council has the following powers:
a) Approves priority directions and annual development plans for the Enterprise;
b) Ensures the integrity and efficient use of the Enterprise's assets;
c) Decides, in coordination with the Founder, on the Enterprise’s membership in associations and other unions;
d) Approves the annual income and expense budget, annual financial report, and profit (loss) statement for the reporting period;
e) Conducts selective control over the Enterprise's financial and economic activities;
f) Submits financial and economic reports, including audit results if necessary, to the Founder;
g) Makes decisions on obtaining, providing, and using loans within the limits set by the Founder;
h) Proposes amendments to the Enterprise’s Charter, its reorganization, or liquidation to the Founder;
i) Selects the Enterprise Manager through a competitive process and may propose their dismissal if necessary;
j) Approves, upon the Manager’s proposal, the allocation of the Enterprise’s net annual profit;
k) Approves the Manager’s quarterly reports on financial and economic activities;
l) Reviews and approves matters regarding leasing, pledging, selling, or conserving unused assets, and writing off fixed assets;
m) Decides on the necessity of conducting an audit of the Enterprise;
n) Informs the Founder about the need for changes to the statutory capital.
The Enterprise’s Charter and the Administrative Council’s Regulation may define additional powers, provided they do not contradict applicable law.
34. The Administrative Council has no right to interfere with the Manager’s activities, provided they align with the contract signed with the Founder.
35. According to the law, Administrative Council members are jointly liable for any losses caused to the Enterprise due to decisions made in violation of the law, the Enterprise’s Charter, or the Administrative Council’s Regulation. A member who voted against such a decision is exempt from liability if their dissent is recorded in the meeting minutes. Members who did not attend the meeting are also exempt from liability.
36. A member of the Administrative Council may be relieved from liability for damages caused while performing their duties if they acted in accordance with the Enterprise’s documents, written instructions from the body they represent, or within reasonable business risk.
37. The Manager directs the Enterprise's activities and performs their duties according to the law, this Charter, and the contract with the Founder.
38. The Manager has the following powers:
a) Leads the Enterprise and ensures its effective operation;
b) Acts on behalf of the Enterprise without a power of attorney;
c) Represents the Enterprise’s interests in relations with individuals, legal entities, and judicial bodies, delegating authority where necessary;
d) Ensures implementation of decisions by the Founder and the Administrative Council;
e) Ensures audits of the Enterprise’s financial and economic activities, as decided by the Administrative Council;
f) Submits quarterly financial and economic reports and, if necessary, audit reports to the Administrative Council;
g) Signs contracts, issues power of attorney, and opens bank accounts;
h) Proposes, in coordination with the Administrative Council, changes to the Enterprise’s assets, including reconstruction and technical modernization;
i) Bears financial responsibility for failure or improper performance of duties as stated in the contract;
j) Submits financial, tax, and statistical reports to government authorities as required by law;
k) Ensures timely payments to the national public budget;
l) Hires and dismisses personnel, manages employee incentives and disciplinary actions;
m) Ensures salaries are paid on time and according to the law;
n) Performs other legally mandated duties related to the Enterprise’s organization and operation.
39. The Manager must ensure the integrity, use, and renewal of assets under operational management. The net asset value must not be lower than the statutory capital. If it is, bonus payments from net income are prohibited.
40. The Enterprise may engage in any activity permitted by this Charter, except those prohibited by law.
41. The Enterprise independently develops its production plan based on economic indicators set by the Founder, existing contracts, and the need for development.
42. The Enterprise acquires resources directly from manufacturers, wholesale trade centers, exchanges, fairs, auctions, and supply organizations.
43. The Enterprise sells products, services, and production waste at market rates. If required by law, it applies state-regulated prices and tariffs.
44. The Enterprise's profit (loss) is determined as per the law. Net profit remains at the Enterprise’s disposal after taxes and mandatory payments.
45. Net profit may be used for:
a) Covering past losses;
b) Forming a reserve capital;
c) Creating a development reserve;
d) Forming a consumption fund;
e) Contributions to the state budget;
f) Other legally permissible purposes.
46. The Administrative Council, based on the Manager’s proposal, decides on net profit distribution annually, no later than April 30 of the following year.
47. Net profit is distributed primarily for covering past losses, reserve capital formation, and development reserve formation if net asset value is lower than the statutory capital.
48. The enterprise's losses are covered by the net profit remaining at the enterprise's disposal, by the reserve fund, as well as donations and subsidies.
49. If, by the end of the second or any subsequent financial year, the value of the enterprise’s net assets, according to its annual balance sheet, is below the amount of the charter capital, the Administrative Council informs the Founder of the need to change the size of the enterprise’s charter capital.
50. The reorganization of the enterprise is carried out by merger (merging, joining), splitting (division, allocation), or transformation based on the decision of the Founder, which specifies the procedure and terms of the transformation.
51. The enterprise ceases its activities and is liquidated on grounds provided by law, including:
a) expiration of the term for which it was created;
b) achieving the goals for which it was created, or the impossibility of achieving them;
c) by the decision of the Founder;
d) by the decision of judicial authorities;
e) in case of insolvency or cessation of insolvency proceedings due to the absence of receivables.
52. The liquidation of the enterprise is carried out by a liquidation commission created by the decision of the Founder, which is granted all powers to manage the current activities of the enterprise.
53. If the enterprise’s activities are terminated by the decision of competent judicial authorities, the composition of the liquidation commission, the procedure, terms, and other conditions of its activities are determined by the same authority.
54. The enterprise is considered liquidated from the moment it is removed from the State Register of Enterprises and Organizations.
55. This Charter is drawn up in 3 copies, each of which has equal legal force. Attachments to the Charter are an integral part of it.
56. This Charter, along with its amendments and additions, comes into effect on the day of its registration with the State Registration Chamber of the Ministry of Information Development.
57. The provisions of this Charter are mandatory for all employees of the enterprise.
58.Disputes arising during the enterprise’s activities and/or its reorganization, liquidation, are resolved by competent judicial authorities.
