Legislative amendments to promote digitalisation in the economy

In brief

Law no. 175 dated 11 November 2021 amends approximately 30 normative acts to facilitate digital interactions with the authorities. The changes come into force on 10 January 2022.

In detail

Certain procedures requiring physical presence before the Public Services Agency (PSA) have been removed and provisions on remote interactions with the authorities have been introduced

Documents can be sent and submitted to the PSA for registration of legal entities in one of the following ways: 

• On paper by hand at the authority headquarters. 
• By mail, with return receipt letter. 
• By email, after signing the electronic documents with a qualified advanced electronic signature. 

If documents for the registration of a legal entity are submitted electronically or by mail, the applicant is required to verify the availability of the legal entity’s name before submission. The PSA verifies and reserves the entity’s name, subject to payment of an established fee, upon the applicant’s request that may also be submitted through the internet.

Electronic documents may be submitted by the founder or a representative authorised under a notarised power of attorney or a proxy created in the Register of representative powers based on electronic signature.

For entity registration, the applicant may submit scanned copies of the required paper documents that need to be attached to the application, subject to signing those copies with an advanced qualified electronic signature.

If the registration of a legal entity is subject to clearance by way of obtaining a prior notice or approval from an authority, the PSA checks compliance with this requirement by way of automatic data exchange with the authority concerned and the applicant has to provide a statement of own responsibility on obtaining of the prior notice or approval.

Decisions approved by the PSA and the information from the state Register of legal entities and individual entrepreneurs are issued in electronic format unless the applicant requests or the law requires the original document to be issued on paper.

The entity’s administrator is no longer required to submit their signature specimen to the PSA nor submit proof of registration fee payment upon company registration.

The following are excluded from the list of services provided by the PSA: drafting and concluding the legal entity’s deed of incorporation, in an initial or updated form, the additional act amending the deed of incorporation, the decision of the general meeting of founders (associates) or the decision of the sole shareholder.

Rights over real estate property may be registered by submitting the application and the related documents on paper or electronically in the form of electronic documents.

The extract from the real estate register and the certificate attesting registrations therein will be issued in the form of an electronic document, on paper or in both forms, upon request.

The amendments to the Civil Code, the Law on Limited Liability Companies and the Law on Joint Stock Companies have removed the requirement for notarial authentication of the following documents:

• Company’s articles of association, its approval by all the founders being sufficient.
• Share transfer deed, which is sufficient to be concluded in writing by the parties.
• Shareholders’ agreement on company incorporation for joint stock companies, with its signing by all the founders being sufficient.

In addition, the following clarifications have been provided in amendments to the Civil Code:

• The electronic document is considered a legal act made in writing.
• The legal act made in writing is concluded in electronic form if it is signed with the qualified advanced electronic signature of the person concluding the act and the agreement of the parties or the law does not provide the requirement to use another type of electronic signature.

Use of electronic means of communication and electronic signatures by local and central public authorities

For the provision of public services and throughout administrative procedures, local and central public authorities are required to use electronic means of communication, insofar as they are available, with the individuals and the institutions concerned and upon provision of public services.

People in positions of public authority, publicly appointed office holders, public office upper management or higher will have and use qualified advanced electronic signatures.

Administrative documents and acts with individual character will be issued in the form of an electronic document. Upon request, paper copies will be issued to the person concerned for archiving purposes or if required by law.

Electronic issuing of permits for entrepreneurial activity

Permissive acts and their duplicates will be issued, in all cases, in the form of an electronic document sent to the applicant’s electronic address or through the government electronic notification service.

The Contravention Code has been supplemented with sanctions applicable to people holding upper management positions within public authorities and institutions for such acts as refusing to receive, register or examine a letter, request or petition due to its submission in electronic form.

Sanctions also apply for the omission to use information systems or electronic means or for failing to comply with the legal requirement to issue documents in electronic form.

Electronic signatures

The electronic signature considered qualified under EU law, created based on a qualified public key certificate issued by a trusted EU provider, has the same legal value as the qualified advanced electronic signature created under local legislation.

Electronic signatures issued by providers registered in other states have the legal value of the qualified advanced electronic signature created according to the local legislation by virtue of law or following the recognition of the public key certificate.

Legislative amendments on personal data protection

In the Law on personal data protection, the notion of “consent of the subject of personal data” has been amended to cover the possibility of consenting to the processing of personal data through an unequivocal statement or action.

The notion of “profiling” has been added and defined as a form of processing of personal data which consists in the use of data to assess certain aspects of an individual, especially for analysing or establishing aspects of work performance, economic situation, health, preferences, interests, reliability, behaviour, the location of the person concerned and their travels.

The following requirements have been removed:

• Notification by data operators at the National Centre for the Protection of Personal Data (the “Centre”) on the processing of personal data.
• Registration of the data operators in the register of personal data operators (this register will be erased by the Centre).
• Authorization by the Centre for cross-border data transfer.

Based on the amendments, cross-border data transfer is based on the principle of free movement of data within the member states of the European Economic Area and the states which ensure an adequate level of data protection, the list of which is to be approved by the Centre.

Cross-border data transfers to countries that do not provide an adequate level of data protection may take place under certain conditions (e.g., with the consent of the data subject, between companies in the same group under certain conditions, based on a standard contract for cross-border data transfer, developed and approved by the Centre, and concluded by the operator).

The following requirements for data operators have been included:

• To assess the impact of data processing operations in terms of the increased risk they may pose to the rights and freedoms of the individual.
• To request, as appropriate, the approval, in writing or through electronic means, of the data subject for the intended processing, without prejudice to the commercial or public interests or to the security of the processing.
• To consult the Centre before processing the data if the processing operation impact assessment indicates a potential increased risk which the operator considers cannot be mitigated by reasonable technological and cost-effective means.

The obligation to designate a data protection officer has been included in the following cases:

• where the processing is carried by a public authority or institution, except for courts exercising jurisdictional functions;
• where the core activities of the data operator consist of processing operations which, by nature, scope and/or purpose, require regular and systematic monitoring of data subjects on a large scale;
• where the core activities of the data operator consist of processing on a large scale of special categories of data.

The law establishes requirements regarding data protection officers’ professional qualities, appointments and activities, responsibilities, rules of independence and subordination, and avoidance of conflicts of interest.

The data operator has to publish and notify the Centre of the data protection officer’s contact details.

Remote interaction in labour relations

The Labour Code has been supplemented with the following new notions:

• “Written form”, which means the information (certificate, document, contract, etc.) displayed in letters, numbers, graphic signs, on paper or in electronic format; handwritten inscription on paper; information transmitted by fax or other means of communication, including by electronic means, which allows the reading of the information.
• “Confirmation of receipt/notification” covering receipt confirmation or notification of a document, act or fact concerning employment by several means, including by email.

The draft individual employment contract or the official letter by which the employer is required to inform the employee about the employment conditions prior to employment may be signed by the employer using an electronic signature.

The individual employment contract and the additional agreements therein may be concluded and signed by the employer and the employee using a qualified advanced electronic signature.

A series of acts, documents or facts related to employment, including staff handbook, decisions on job transfer, suspension and resumption of employment, termination of employment, overtime, sanctioning, etc. may be brought to the attention of employees, under signature or in another way that secures confirmation of receipt or notification by the employer.

The Administrative Code provides for the possibility of representation in administrative procedures by wet-ink or electronically signed power of attorney, by power of attorney or under a proxy created in the Register of representative powers based on electronic signature.

The normative act also establishes rules on notification by electronic means of communication.

[Source: Law no. 175 dated 11 November 2021, Official Gazette of the Republic of Moldova no. 302–306 dated 10 December 2021]

The takeaway

The legislative amendments for the digitalisation of the economy have been approved to facilitate both economic and digitalisation process development and to resolve impediments in interaction with the authorities, in accordance with European Union legislation and standards.

These amendments will enter into force on 10 January 2022.

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