The limited liability company (SRL/LLC) is one of the preferred business forms in Moldova, along with the joint stock company (JSC). Foreign investors who open this type of legal entity enjoy full foreign ownership and there are no restrictions regarding nationality.
When choosing the suitable type of legal entity, investors should take into consideration the size of the business, the available capital as well as the plans for expanding the business. The limited liability company is suitable particularly because it can be fitting for small or medium businesses, with a limited number of shareholders.
The characteristics of the SRL
Below, our specialists in company formation in Moldova list the main traits of the limited liability company:
• Share capital: the share capital of a SRL, established in the Articles of Association, is based on shares.
• Shareholders: the limited liability company in Moldova cannot have more than 50 shareholders;
• Liability: limited liability according to the contribution to the capital and based on the company’s constitutive documents.
• Incorporation: the time needed to set up a company in Moldova, the SRL, is approximately four days.
Moldova received the Rank 14 on the Doing Business Score 2019, issued by the World Bank, because of the straightforward incorporation for the limited liability company. Starting a business in Moldova is perceived as an easy and relatively fast process for all investors, local and foreign alike.
Steps for company formation in Moldova
The SRL can be easily established by following a number of key steps, as briefly described below:
confirm the company name: check the availability of the company name and reserve the desired one with the Public Services Agency;
prepare the incorporation documents: the Articles of Association need to be drafted and edited as per the company particularities.
obtain additional documents: some of these will include the certification of signatures for the company founders and the certification of the statutory documents.
company registration: once all of the requested documents are complete, the company can be registered and obtain its registration number from the Public Services Agency.
employee registration: this is a subsequent step for registering the employees with the Health Insurance Fund.
VAT registration: companies can voluntarily register as a VAT taxpayer or if it exceeds a certain threshold, as detailed below by our agents.
Investors can reserve the company name with the Public Services Agency, formerly referred to as the State Registration Chamber. When the chosen name is available it will be reserved on behalf of the company. The procedure can be completed within the same day (in approximately 4 hours) or within 24 hours. There are different costs for the expedited or the regular name check. Fees apply in both cases.
The Articles of Incorporation of a Limited Liability company will generally contain the following information: the company name, the address, information regarding the founders, a list with the members of the management, the manner in which the company can be reorganized or wound up, the amount of the share capital and the amount of each shareholder’s contribution.
The following additional documents must be presented when submitting the registration request with the Public Services Agency: a filled in standard application form, the minute of the founding general meeting, registration documents and the receipts of the minimum share capital payment and registration taxes. These taxes are applicable at several stages during the incorporation stage, for example for the name reservation, for the publication of the registration, for the actual state registration and others. One of our agents who specialize in company formation in Moldova
can give you a complete list of the applicable fees.
The temporary bank account in which the initial capital is deposited will be transformed into a permanent bank account after the Certificate of Registration is issued. To do so, the company must submit the following documents: the incorporation documents, a copy of the certificate of registration, a bank proof with the name and address of the director, the notarized signature specimen.
After it is registered, the limited liability company will receive the following: the Certificate of registration, the company seal, the incorporation documents and the decision of the Public Services Agency.
Other authorities that must be informed regarding the opening of the new limited liability companies are the State Tax Service and the Health Insurance Fund. Upon registration, the Public Services Agency will inform the Health Insurance Fund of the registration of the company, however, it is up to the company representatives to inform the State Tax Service on hiring new employees or any changes that occur in the relationship between the employer and the employee. Any modifications of this sort are to be reported by the 25th of the month in which they occur, by using a special form. The company representative is the one who submits the list of employees. For those investors interested in company incorporation in Moldova, our agents can provide complete details on the duties and responsibilities of the company’s representative.
LLC taxation in Moldova
A limited liability company will be treated as a resident company for taxation purposes. This means that is will be taxed on its worldwide income, at a tax rate of 12%. A special corporate income tax rate can apply to businesses that are not registered as VAT payers; they can use a 4% rate to their operating income to calculate this tax. The reduction is not available for farmers, individual entrepreneurs and companies that provide business and management consulting services.
Investors who want to open a company in Moldova can find out more about the taxation principles from our specialists.
The SRL or limited liability company is a preferred business form because of the low incorporation costs and the fact that the founders are only liable to the extent of the capital they have invested in the business. This business form is suitable for small or medium companies irrespective of the chosen business field.
According to the National Statistics Office, the evolution of the number of companies is as follows:
- in 2017 there were 53,600 small and medium sized businesses in Moldova;
- in 2017, the number of active companies was 33,860 and the number of inactive ones 13,600;
- the wholesale and retail sector as well as the vehicle repair and maintenance service sector were the ones in which the largest number of companies was found, 15,024;
- the manufacturing sector was the one in which the second largest number of companies was found in 2017, approximately 3,354.
For the purpose of the analysis, micro companies are those with no more than 9 employees and medium ones are the ones who have a maximum of 50 employees; different annual turnovers apply.
Entrepreneurs who wish to set up a company in Moldova
can contact us
for complete incorporation services for a SRL or other types of businesses.