Establishing a Company

The following types of business organizations (for-profit) may currently be registered in Moldova:
• Limited liability company (SRL / LLC);
• Joint-stock company (SA / JSC);
• General partnership;
• Limited partnership;
• Co-operatives.

The type of business organization does not influence the type of activity to be carried out by companies. On the other hand, certain types of activity expressly stipulated by the law may only be carried out based on a license, issued by public authorities. In particular cases, the type of business organization is a requirement for obtaining a license (e.g. only JSC may obtain licenses for banking, insurance activities, etc.).
Limited liability companies and joint stock companies are the most widespread company types. Foreign legal entities and individuals are also allowed to register companies in Moldova (both LLC and JSC), either
as sole shareholders owning 100% of the statutory capital or in partnership with local companies or individuals.
Both LLC and JSC are liable for their obligations within the limits of all the assets they own. Shareholders are not liable for companies’ obligations. Accordingly, companies are not liable for the obligations of their shareholders.
The shared capital limited liability companies is established by their shareholders in the articles of association and may be submitted and deposited within six months. The minimum capital of a JSC must
not be lower than MDL 20,000.
Setting up a company in Moldova requires the registration of the legal entity with the Public Services Agency.
The Public Services Agency registers the legal entity within 24 hours (general term) or 4 hours (urgent procedure) after submitting all the necessary documents.
The charges for the registration of legal entities are about: 1149 MDL (approximately 57 EUR) within 24h-, 4596 MDL (approximately 230 EUR) within 4h-.

The following documents must be submitted to the Public Services Agency for the valid set up of a company in the Republic of Moldova:

  • identity cards of the founders or their representatives, the latter in an authenticated power of attorney form.
  • the request for registration filled in according to the approved form; such a form must be approved by the state registration body;
  • the decision of setting up the company, as well as the company articles of association as the subject of the organization type, in two copies;
  • the approval of the National Financial Market Commission – for insurance companies, non-state pension funds, loan associations and for the non-bank financial companies;
  • the invoice confirming payment of the registration fee.
    In case of registration of foreign investments companies, one must also attach the translated and notary authenticated registry extract from the public authority of investors` headquarter/domicile , as well as the
    acts of the constitution of that foreign entity.
    Upon the registration of new legal entities, the Public Services Agency examine the following:

a) The name of the legal entity;

According to the Law on registration of legal entities and entrepreneurs No. 220, as of October, 19, 2007, all new names must be different from the existing ones, so that an obvious and clear distinction be possible among them. Founders have the possibility to make a reservation of the company name with the Public Services Agency. If the chosen name is available it is reserved on behalf of the company, for up to 6 months.
This service cost starts at 71 MDL, if the procedure is completed within 3 working days and goes up to 284 MDL if it is completed within an hour.

b) The founders

• For individuals, the Public Services Agency examines:- their identity cards; if they own previously registered other legal entities currently have public-law debts, do not function or have not been liquidated according to the law; foreign citizens and stateless individuals temporarily living in Moldova, up to 90 days must provide a valid national passport, bearing the Border Police stamp when entering Moldova; foreign citizens and stateless individuals staying in Moldova for more than 90 days, must provide their residence permits or identity cards (stateless individuals).
• For Legal entities, the Public Services Agency examines: the founders` decision; if they own previously registered other legal entities currently have public-law debts, do not function or have not been liquidated according to the law.

c) The object of activity– must be set according to the “Classification of Activities in the National Economy of Moldova” (CAEM) and Law No. 160, as of July, 22, 2011, on regulating entrepreneurship by authorization.

d) The company headquarters– must be the real one. The company founders must provide documents that confirm the address of the registered headquarters. The premises may be either owned or leased by the founders; in case of lease, owners must be known and they must approve the use of their property as headquarters for legal entities; (It is not mandatory to provide the original ownership titles).

After the registration, legal entities receive the following documents:

  • the decision of the Public Services Agency;
  • the registration documents;
  • the State Register extract ;
  • the company stamp (the costs for manufacturing and the design are about: 150-300 MDL, if the service is performed within 24 hours or the price multiplied by 1.5 or 2 if it is performed within 4 hours).

The “one-stop-shop” has been created for providing entrepreneurs with standardized information and permits to through a single point of contact. The “one-stop-shop” works under the Public Services Agency which effectively transfers information on newly-registered companies to statistical and tax authorities, as well as social and medical insurance authorities.

Certain activities may only be carried out based on a license, that is issued by public authorities. The activities subject to licensing are expressly stipulated by the Law on the authorization of entrepreneurial activities No. 160 as of July, 22, 2011.