How to register a Representative Office of a foreign company in Moldova?

By Published On: December 4, 2022

Registration of representative offices of foreign companies in Moldova.

What is a representative office of a company?

In essence, 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. It is important to note that according to the legislation of the Republic of Moldova, the representative office is not a legal entity and operates according to its own regulation, approved by the body that decided to establish it.

Representative office of a foreign company in the Republic of Moldova.

In general terms, the legal framework for a representative office of a foreign company is the same as for a representative office of a domestic company, with some minor differences. For example, before a legal entity established in another state (foreign company) will carry out activities on its own name through a RO in Moldova, it must register the representative office in the public register of legal entities of the Republic of Moldova.
The representative office of a foreign company, as in the case of a domestic company, is not a legal entity, and also functions in accordance with the regulations approved by the body by whose decision it was created. A foreign legal entity is liable for obligations arising from the activities of its representative office in the Republic of Moldova.

Requirements for the name of a representative office of a foreign company.

The name of the representative office of a foreign company will be formed from the name of the foreign legal entity that decided to establish it, followed by the name of the foreign locality where the legal entity is located, the words “representative office” and the name of the locality in the Republic of Moldova where the RO is located. If the same foreign legal entity creates several representative offices in the same locality, the name of each one may be supplemented with an indication that allows them to be distinguished.

Who can be a director of a representative office of a foreign company?

A foreign company must appoint one or more directors (administrators) of the representative office. The director can be an individual, both a citizen of the Republic of Moldova and a foreign citizen. At the same time, in cases expressly provided for by law, the branch administrator may also be a legal entity that, in accordance with the law and the constituent act, is authorized to act in relations with third parties, individually or collectively, on behalf of the legal entity. The administrator manages the representative office, ensures the accounting of the branch and represents the foreign company within the limits of his powers.

How to register a representative office of a foreign company in Moldova?

The procedure for registering representative offices of foreign companies is similar to the procedure for registering domestic legal entities with some features specified in the Civil Code and the Law on Investments in Entrepreneurship.
Representative offices of legal entities are registered subject to the indication of information about their establishment, name and location in the constituent documents of the legal entity. Representative offices of foreign companies are assigned state identification numbers, regardless of the identification number of the foreign legal entity that created them.

What documents are required to open a representative office in the Republic of Moldova?

To register a representative office of a foreign company, the following documents are required:
1) an application for registration according to the sample approved by the state registration body;
2) the decision of the competent body of the legal entity, which will contain data regarding the creation of the representative office, the approval of its regulations and the appointment of the administrator;
3) the regulations of the representative office, which must contain the following data:
– location (postal address, telephone/fax, e-mail address) of the representative office;
– types of activities carried out by the representative office;
– the mention regarding the legislation of the state under which the foreign legal entity is located;
– an translated and notarized extract from the register in which the foreign legal entity is registered, as well as the registration number of the foreign legal entity;
– organizational and legal form of a foreign legal entity, its location, types of activities, as well as the amount of the share capital of a foreign legal entity, if this information is not specified in the constituent document of a foreign legal entity;
– the name of the foreign legal entity and the name of the representative office, if it differs from the name of the foreign legal entity;
– first name and last name of the person exercising the functions of managing the representative office, as well as the first name and last name of the director of the foreign legal entity;
– powers of the person exercising the functions of managing the representative office;
4) a copy of the constituent document of a foreign legal entity, translated into Romanian and notarized;
5) financial report of the foreign legal entity for the latest reporting period.

What are the stages of registering a representative office in Moldova?

As in the case of registration of an LLC or JSC, the registration of a representative office in Moldova includes several stages:
• preparation of all necessary documents, such as decisions, regulations, other internal documents required for registration;
• authentication of documents translated from other languages in the case when foreign companies establish representative offices in Moldova;
• submission of documents to the Public Services Agency;
• tax registration and filing applications for obtaining the status of a VAT payer;
• obtaining licenses, authorizations or permits depending on the planned activity.

If you need help in setting up a representative office in Moldova, all you need to do is ask for help from our specialists, who will act as your representative and perform all the necessary steps to register a representative office.

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Written by : Law Office Viorel Furtuna