The subsidiaries opened in Moldova can take the form of limited liability companies that’s why are chosen by many of the foreign companies. Unlike the branches, the subsidiaries are considered legal entities and the liability of the shareholders is limited by their contribution to the capital.
For a company to be considered a subsidiary, it’s mandatory that the foreign company has the majority of its capital or the right to appoint the management or the administration of that company.
The subsidiaries’ basic documents are based on the decision of opening, foundation deeds and articles of association. The foundation deed contain the following: the company name and details regarding the founders and type of business, the registered office address, the minimum share capital and details regarding every shareholder part of contribution. The articles of associations contain the following information: the name of the manager or the composition of the management board, the way the company can be liquidated or reorganized and other internal regulations.
The limited liability company is formed by at least one founder and maximum 50 shareholders and it is based on a share capital of 5.400 MDL. The capital can be deposited in two parts, 40 % at registration and 60% within 6 months from incorporation. It is ruled by one manager and one administrator, appointed by the general meeting of the shareholders or by the articles of association.
This form of company is especially used by small or medium companies. The shares of this type of company cannot be freely transferable and cannot be registered at the stock market.
There are two types of Moldavian joint stock companies: open joint stock companies or closed joint stock companies. An open joint stock company has a minimum share capital of at least 20.000 MLD and the shares can be sold to the public with no restriction for the third part who’s trying to purchase it. A closed joint stock company must have a minimal share capital of at least 10.000 MLD and cannot freely transfer its shares to a third part.
The procedure of registration of a subsidiary in Moldova is very easy and doesn’t take longer than nine days.
The foundation documents must be submitted at the State Chamber of Commerce which will issue a certificate with the state identification number. This registration certificate is used for opening a temporary bank account necessary for depositing the initial capital.
After opening the bank account, SCR will check the account and will issue the company’s stamp and the Registration Certificate.
After receiving the stamp, the company must be submitted to the Tax Inspectorate for a VAT code.
After this process, the temporary bank account is converted into a permanent one.
The last step is registering the company at the Social Security Fund and the National Medical Insurance Company.