Quite often, I receive inquiries from clients who have decided to start a business in Moldova, and especially, how to register a new company. Therefore, I decided to write this article in which I will briefly describe the procedure for registration of enterprises in the Republic of Moldova.
Of course, for business purposes does not need to be a professional lawyer, but a basic knowledge of the forms in which the law permits conduct of business in the Republic of Moldova, nevertheless are needed for foreign entrepreneurs. The process of creation of their own businesses must begin with the choosing of its organizational-legal form.
In this article I will try to explain about kinds of legal-organizational forms of companies existing in Moldova, on what aspects should draw attention potential entrepreneurs in process of choosing the best business form, what documents should be submitted when is registering a company and about the procedure of registration.
According to the law "About entrepreneurship and enterprises", in the Republic of Moldova, entrepreneurial activity may have the following organizational-legal forms:
a) the Individual enterprise;
b) a General partnership;
c) Limited partnerships;
d) Joint stock companies;
e) Limited Liability Company;
f) Production cooperatives;
g) the Entrepreneurial cooperatives;
h) Rental company;
i) State and municipal enterprises.
The question is, which form, from listed above is the best choice for business? Strictly speaking, to assert that some form of business has advantages over the other is not quite correct - each of them is optimal for his case, but from the standpoint of doing business, obtaining licenses and other similar factors, all forms of enterprises organizations are equal.
Therefore, to choose the most appropriate organizational - legal form of legal entity, its founders must first decide what tasks they have set for self, both in the process of the activity of company they plan to build relationships with each other (if the founders are the few ), how much they are willing to take responsibility prior to its creditors in case of lack of assets to pay off debts, how will be managed the current activity of the company, how will be elected or appointed its executive bodies, as well as identify a number of other important parameters.
However, I can say with complete certainty that one of the most popular organizational - legal form of enterprises in the Republic of Moldova it is a Limited Liability Company.
Specifically, about how to create this type of legal entity I'll describe today in this article.
A Limited Liability Company may be incorporated by a single legal entity or an individual and is not allowed to have more than 50 shareholders.
The state registration of legal entities and natural persons indicated above is performed by the State Registration Chamber of the Ministry of Informational Development by means of its territorial branches.
For the state registration of the legal entities, the following documents should be submitted:
- identity cards of the founders or of their representatives, entitled by a power-of-attorney authenticated as prescribed by law, as well as of the legal entity’s administrator;
- an application of registration filled in according to a model approved by the state registration body;
- a decision of constitution and the articles of association of the legal entity, subject to the legal form of organization, made in two copies;
- a document confirming the contribution of the founders to the authorized capital of the legal entity in the amount and in the terms prescribed by Law;
- a bill confirming payment of the registration fee.
Note: In cases when foreign citizens are founders or administrator, they also must present valid national passport with valid visa, or if they are citizens of countries with which Moldova has free visa regime, should have in passport Border Guard's stamp from entering in country. The term of staying for the last category should not exceed 90 days from the date of first entry. For applicants, foreign nationals who already have right of residence, is necessary to present valid residence permit.
For the state registration of the legal entities with foreign investments, additionally to the application shall be enclosed the following documents:
- the extract from the national register of the investor’s country of origin;
- the constitutional documents of the foreign legal entity;
- if the future administrator is foreign citizen, he must present the criminal record, issued by the relevant authorities of the country of origin and the criminal record from Republic of Moldova;
- the document confirming the juridical address of the company.
The documents listed in points a) to c) have to be submitted in original or in copies authenticated by a notary and legalized by the consular offices of the Republic of Moldova abroad, being translated into the moldavian language.
Foreign official documents drawn up on the territory of the states members of the Hague Convention Abolishing the Requirement of Legalization for Foreign Public Documents, signed on 05.10.1961, and which Moldova is a party to, on which an apostil is affixed in the conditions stated by this Convention, are accepted for registration without any additional extra legalization. This order can be also applied to the extracts and to the copies of these documents.
Exceptions are the documents issued by the authorities of the countries members of CIS, Romania, Lithuania, Latvia, Check Republic, Azerbaijan, with which the Republic of Moldova has entered into agreements in this domain, and according to which the official documents are recognized on the territory of the Republic of Moldova without any apostil or extra legalization.
In case if the attorney is acting on the behalf of the founder (founders), he has to present a relevant power-of-attorney. When incorporating a Limited Liability Company, the administrator can not represent the associate.
The documents for the state registration are drawn up into the moldavian language and are submitted to the state registration authority by the founder or by his representative, entitled by a power-of-attorney as prescribed by law.
The documents for the incorporation are considered submitted when they are received by the Chamber territorial offices.
The Constitutive Act
A Constitutive Act is used to establish a Limited Liability Company. The Constitutive Act is signed by all shareholders. Shareholders of this type of company are liable to creditors up to the limit of their contribution to the authorized capital of the company.
Temporary bank account for share capital
After submission of all necessary documents to State Registration Chamber, Founders must contribute to their share capital, before registering the company. Founder's contributions have to be made on a temporary bank account opened by founders for that purposes. After that, the bank will issue a certificate which will confirm introduction of share capital. The issued certificate, founders have to present to State Registration Chamber.
The share capital
The share capital consists of the value of investment contributed by shareholders for the formation of the company.
Share capital is divided into parts, the total number of which is stipulated in the constitutive act and mentioned on the certificate of share participation.
The minimum authorized capital of a Limited Liability Company shall be not less than MDL 5,400 (USD 410). A Limited Liability Company is required to create a reserve capital in the amount of 10% of the value of the authorized capital.
Payments for state registration of legal entities and private entrepreneurs
The service name | Order |
usual (5 days) | the urgent |
the working day | rest day or holiday | 24 hours | 4 hours |
the working day | rest day or holiday |
registration | 250 | 500 | 500 | 1000 | 1000 |
drawing up of documents | LLC, GP, LP, Coop., SE, ME, the Organizations, branches/representatives of legal persones | 108 | 216 | 216 | 432 | 432 |
JSC, Unions | 306 | 612 | 612 | 1224 | 1224 |
extract from the Register | 63 | 126 | 126 | 252 | 252 |
check of name | 36 | 39 | 39 | 39 | 39 |
Publication of information in the Official Gazette of the SCR | 54 | 54 | 54 | 54 | 54 |
Total (LLC, CGP, SLP, Coop., SE, the Organizations, branches/representation of legal persones) | 514 | 935 | 935 | 1777 | 1777 |
Total (JSC, Unions ) | 712 | 1331 | 1331 | 2569 | 2569 |
*prices are specified in MDL
After the registration of Company in the State Register, the State Chamber of Registration will issue the following documents:
- the decision of the State Chamber of Registration;
- the constitutional documents;
- the certificate of incorporation;
- the extract from the State Register;
- the seal.
The unique state identification number (IDNO) assigned to the legal entity is constituted also, as fiscal code. The legal entity is considered registered on the date the decision issues about registration.
