Moldova

Legal system of the Republic of Moldova is based on the Romano-Germanic legal system.

The main sources of law are laws and regulations: the Constitution, constitutional, organic and ordinary laws, decrees of the President of the Republic, decrees and enactments of the Government, by-laws of ministries, departments, and local self-government authorities.

Legislation of Moldova (Civil Code) provides for the establishment of the following types of companies:

Sole proprietorship (SP) in Moldova is an individual who has obtained the right to conduct business activity.

An SP bears unlimited liability for its activity (to the extent of all its property and real estate).

An SP can be registered within 24 hours.

The following documents are filed for registration:

• registration application;
• founder’s identity card;
• information on the beneficial owner;
• document proving payment of the registration fee.

Joint-stock company is a business entity the authorized capital of which is divided into shares and obligations of which are secured by the company’s property.

This type of incorporation is suitable for large enterprises as it offers the opportunity to issue shares.

The minimum size of the authorized capital set for joint-stock companies is MDL 600 000 (~ USD 34 500) divided into shares.

One can incorporate a company in Moldova by applying to the Public Services Agency (ASP — Agentia Servicii Publice).

Such a company is managed by the general meeting of shareholders.

A joint-stock company undergoes audit and reports its financial activity annually.

Limited liability company (LLC) is a legal entity whose founders bear limited liability for the company’s obligations.

The minimum authorized capital requirements were abolished a while ago. Today, there is no minimum size of the authorized capital set by law.

An LLC with foreign participation can be incorporated in Moldova. Incorporation of such a company takes 1 to 3 workdays.

Limited liability company is one of the most popular forms of incorporation for small businesses.

One of the types of companies is business partnership, which can be registered either as a general partnership or as a limited partnership.

All members of a general partnership bear unlimited liability for the partnership’s obligations. A limited partnership has general partners and limited partners, which bear limited liability.

A general partnership is not a legal entity and in legal relations acts as an individual.

Branch and subsidiary in Moldova are separate entities but they have different degree of dependency on the parent company.

Branch is a separate division of a legal entity that is situated outside its location and performs all or part of its functions.

Subsidiary is a legal entity controlled by the parent company that holds a controlling stake or interest in the authorized capital.

The name of a limited liability company (LLC) must contain the words “Limited Liability Company” in Romanian (“Societate cu raspundere limitata”), and the short name must contain the abbreviation “LLC” (“S.R.L.”).

In Moldova, there is an electronic database of companies, where a company name can be checked for availability and uniqueness.

Current legislation allows the applicant to determine the name of the company in a foreign language. In this case, the name is written in Latin letters.

The following steps need to be taken to establish a company in Moldova:

1. So-called preliminary registration: check and reservation of the name of the legal entity.

2. Drafting constitutional documents of the legal entity

3. Filing the state registration application and documents required for state registration with the State Services Agency.

Required documents:

• state registration application;
• proof of check of the legal entity’s name;
• resolution of establishment;
• articles of association of the LLC;
• information on the beneficial owner;
• report of the National Commission of Financial Market (for insurance companies, non-state pension funds, savings and loan associations, and, in cases determined by law, non-banking financial institutions);
• document proving payment for state registration.

4. Payment for services.

5. Review of the state registration application. In the case of a positive decision, state registration of the legal entity and assignment of a state identification number (IDNO).

6. Obtaining documents proving state registration of the legal entity from the State Register of Legal Entities (SRLE).

7. Opening an account with a bank of Moldova.

State registration of legal entities, including registration of changes in constitutional documents and data entered into the State Register, is performed in a one-stop shop.

In the process of registration, the state registration authority performs tax, statistical, medical and social registration of the legal entity by sending relevant authorities its registration data in electronic form.

State registration of a legal entity is carried out within 24 hours starting on the workday immediately following the day when documents required for registration are provided.

The registered office of a company in Moldova must be at a registered address where the company can be found, i.e. having a registered address is a mandatory requirement for incorporation of a company.

Legislation of Moldova does not require an enterprise to have a seal. Whether the company shall have a seal or not is determined by its articles of association. If the articles of association require a seal, then it must be round and contain the full name of the entity and its location.

Any individual irrespective of their citizenship can be director of an LLC.

If director is not a resident of Moldova, additional documents may be required to formalize their stay in the country.

The law does not require LLCs to have a secretary.

An LLC can be established by one or more founders who can be individuals and/or legal entities.

Currently, the number of members is not limited by law.

There are no residency requirements for members. Companies with foreign participation can be established.

At least one member must be present in person when incorporating an LLC.

Moldova has a database of beneficiaries of legal entities, which is part of the system named “State Register of Enterprises”.

This database contains information on ultimate beneficiaries of companies, i.e. individuals who directly or indirectly own or control the company.

The authorized capital of an LLC is formed by its members’ contributions and is the minimum asset value denominated in lei that the company must have.

Currently, there is no minimum size of the authorized capital determined by law. However, it can be determined in the articles of association of the LLC and/or registered in the State Register of Legal Entities.

Having authorized capital may prove the company’s financial stability.