Individual approach to each application for the registration of a new company and high quality service.
Moldova is a state with rapid economic growth, and correspondingly with an enormous potential to develop various businesses and attract investments from abroad. The favorable geographical location, a sufficient number of specialized universities with a good educational base, create favorable conditions for private entrepreneurship.
The main condition for carrying out entrepreneurial activity in Moldova is that it must take place in accordance with the law, therefore it is forbidden to carry out economic and financial activity in Moldova without state registration. Thus, the launch and development of a business becomes possible only after the state registration of the company.
Accordingly, the main procedure aimed at legalizing entrepreneurial activity is the establishment of a company.
Considering that the provisions of regulations governing the creation of a company are subject to changes quite often, the process of registering a company in Moldova is responsible and requires a thorough knowledge of the legislation, the procedures that must be followed to register a new legal entity, and, accordingly, a professional approach.
Company formation in Moldova is an action of the state registration body, which consists in certifying the fact of the creation of legal entities, their branches, as well as making changes to the constituent documents of legal entities, entering data into the State Register, which results in the acquisition of legal capacity of the company.
A registered enterprise is assigned a state identification number (IDNO) which serves to identify the enterprise in all information systems of the Republic of Moldova.
To register an enterprise in Moldova is needed to:
• Determine the organizational and legal form of the enterprise;
• Select the company name (this is necessary to check for uniqueness);
• Select types of activities according to Classification of Economic Activities in Moldova;
• Compile a list of permits for the planned activity;
• Prepare all documents necessary for company formation.
Opening a new company in Moldova begins with choosing the organizational and legal form of business activity. It should be noted that each of them has its own advantages and disadvantages depending on the activity you plan to carry out.
More detailed information about forms of the forms of doing business in Moldova can be found in a separate article.
We register all types of companies, such as JSC, LLC, subsidiary companies and representative offices of foreign companies.
A limited liability company is a commercial enterprise whose share capital is divided into social parts according to the act of incorporation and whose obligations are guaranteed by the company’s asset
A joint-stock company is a commercial enterprise whose share capital is divided into stocks and whose obligations are guaranteed by the company’s patrimony.
A representative office is a separate subdivision of a legal entity, located outside its main location, operating on a permanent basis, having its own management and the necessary material support for the implementation of part or all of the activities of the legal entity.
In fact, any name can be used for your company, provided that it does not contravene the moral norms and requirements provided by the law and some regulatory acts.
However, any new name must be different from the existing ones, so that an obvious and clear distinction can be made between them without being examined in detail. If a new name is similar to another already registered or reserved, a note will be added that clearly distinguishes it from the others.
Based on these considerations, you should choose 2-3 different names in order of preference in advance. The agency will issue the name verification and reservation certificate only for one name, the first in the application, which will be verified and accepted after verification with State Register of legal entities. If all the names proposed by the applicant repeat the acronym from the name of a legal entity already reserved or registered in the State Register, the Refusal regarding the approval and reservation of the name will be issued.
In general, a company can carry out any economic-financial activity that is not prohibited by law. However, some activities can only be carried out on the basis of a licence.
• 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 director;
• 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;
• the information about the actual beneficiary / beneficiaries, in accordance with Law no. 308/2017 on the prevention and combating of money laundering and the financing of terrorism;
• a bill confirming payment of the registration fee.
Note: In cases when foreign citizens are founders or director, 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.
a)the extract from the national register of the investor’s country of origin;
b)the constitutional documents of the foreign legal entity;
The documents listed in points a) – b) have to be submitted in original or in copies authenticated by a notary and apostilled or legalized by the consular offices of the Republic of Moldova abroad, being translated into the romanian 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 provision also applies to the extracts and 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 director can not represent the associate.
The documents for the state registration are drawn up into the romanian 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 Public Services Agency territorial offices.
The possession of the registered office (legal address) is one of the basic requirements for the establishment of a company, because the state registration body enters in the State Register the data regarding the legal entity’s headquarters indicated in the articles of incorporation. The responsibility for the authenticity of the data presented regarding the headquarters is borne by the legal entity.
As a registered office, both commercial real estate and a private apartment can be used, with the condition that the owner of the property gives an agreement to use the address as a registered office.
As Director can only be an adult natural person, with full legal capacity, both a citizen of the Republic of Moldova and a foreign citizen.
Directors cannot be persons who, by law or court decision, are prohibited from holding the position of director or any other position that grants the right to dispose of material assets, as well as persons with unextinguished criminal records for crimes against property, economic crimes, crimes committed by the officials or by persons who manage commercial organizations.
The share capital of an enterprise is formed from the contributions of its participants and represents the minimum value of the assets, expressed in moldovan lei (MDL), that the company must possess.
The size of the share capital, in principle, does not have a clear regulation in legislative acts and is established in the charter by the founders. For Joint Stock Companies, it is 600.000 MDL.
As the partner’s contribution to the company’s share capital can be goods, including patrimonial rights, and money. The object of the contribution in kind can be any asset from the civil circuit. The asset that is the object of the contribution in kind will be indicated in the deed of incorporation.
The company is registered on working days within 24 hours or in emergency mode within 4 hours. The term “24 hours” is calculated from the working day immediately following the one in which the documents required for registration were presented.
After entering the records in the State Register, the following documents are issued to the company director or his representative:
• the decision 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.
Law office “Viorel Furtuna” offers turnkey company formation in Moldova, as well as legal support throughout the company’s activities. We have the experience and necessary knowledge in the field of corporate, international and civil law, which allows us to complete tasks quickly, efficiently and at affordable prices.
We will help you choose the optimum legal form for particular business, consult on the foundation and incorporation of companies, carry out company registration, make alterations to incorporation documents. We offer the maximum in this field: from primary incorporation, drawing up all necessary documents for activity, conducting incorporation in all public authorities – to complete legal support of companies.
All we ask you is to provide the necessary documents for registration and in just a few days you will receive a package of documents necessary for the activities of the new company.
With us, the registration of an enterprise of any form of ownership becomes simple – you just need to contact our specialists and see for yourself how quickly and professionally we can register a company of any form of ownership.
We come to your support to ensure you a good start in the business environment by offering you qualified legal services in the field of establishing companies in Moldova, including:
Preparation of all pre-registration documents;
Representation of your interests in front of the Public Services Agency;
Registering data about the new company to government agencies, such as:
– National Bureau of Statistics;
– Social fund;
– Tax Service;
Support in opening bank accounts.
Registration of the modifications in the company’s constitutional documents;
Registration of reorganization of the legal entities;
Registration of the suspension of the activity of the legal entity.
A company in Moldova can also be established through the representative, but in this case you will have to fill out an appropriate power of attorney. The power of attorney can also be executed outside the Republic of Moldova and sent to the representative by post..
FREQUENTLY ASKED QUESTIONS:
|How long does the registration process take?
|Can the company be entirely with foreign capital?
|What is the minimum authorized capital?
|From 1 MDL
|From 1 MDL
|Do you have to be present at registration?
|Does the director have to be a resident?
|Is at least one resident founder required?
|Minimum number of directors?
|Minimum number of founders?
|Can a legal entity be a founder?
|Can the company import and export goods?
|Can the company rent commercial premises in Moldova?
|Can the company buy real estate in Moldova?
Law on Entrepreneurship and Enterprises
Investors interested in starting a business in Moldova can contact our team of business registration specialists.