Moldova

Company Formation

There are some several forms a company can take in Moldova and the entrepreneurs must check and choose the proper form for their business: sole proprietorship, general (full liability) partnership, limited liability partnership, joint stock company, limited liability company, production cooperative, business cooperative, lease enterprise, state and municipal enterprise.

A sole proprietorship is a type of small business where the owner is fully liable for the losses and incomes.
In a general partnership in Moldova no minimum share capital is required for the registration, however the contribution must be equal and all the partners are liable for the losses and gains of the company.

A Moldavian limited liability partnership is based on an written agreement between two or more partners, some of them fully liable for the company's debts and responsible for the management decisions and some of them with limited liability. In a partnership and a sole proprietorship, the investors' goods are subject to claims in case the proprietorship or the partnership cannot pay its debts.

A joint stock company in Moldova is a rare form of business because of the high share capital that must be 10,000 MDL (660 EUR) at least for the closed joint stock company or 20000 MDL for the open type of Joint Stock Company.

The limited liability company is founded by a number of shareholders that cannot exceed 50. A minimum share capital of 5,400 MDL (356 EUR)is requested before registration.
The cooperatives may be production cooperatives or business cooperatives and cannot have less than 5 founders.

The lease enterprise is created by founders that are part of the state or municipal structures.
State and municipal enterprises are based on state or local authority assets non transferable, and with no capacity to invest this in another country with this goods.

The first step in registering a business in Moldova is registering it at the State Chamber of Registration. The by-laws of the company must be submitted and contain the following: the company name and details regarding the founders and type of business, the address, the minimum share capital and details regarding every shareholder part of contribution, the way the company can be liquidated or reorganized, the formation of the managing body.

After submitting all the requested documents, the SCR will issue a certificate which contains the state identification number. This registration certificate is used for opening a temporary bank account where at least 40% of the share capital must be deposited. After the registration process is completed the share capital must be transferred into a permanent bank account and the rest of 60% must be deposited within 6 months from incorporation.

After opening the bank account, the State Chamber of Registration will check the account and will issue the company Registration Certificate and the company stamp. After receiving this, the company must be submitted to the Tax Inspectorate. If in the future the company will sell services or goods VAT-taxable for at least 12 months than it must apply for a VAT code.

Another step that must be accomplished is converting the temporary bank account into a permanent one by submitting the following documents: a notarized copy of the certificate of registration, the registration documents, the official document from the bank with the name and address of the manager, the company seal and a notarized signature specimen.

The last steps are registering the company at the Social Security Fund and the National Medical Insurance Company.