Q&A

How can I register a business in Moldova?

DISCLAIMER

The information and steps described in this guide reflect legal provisions applicable to Limited Liability Companies (LLC), as this represents the most common organizational-legal form for entrepreneurial activity in Moldova. Given that regulations may vary depending on business type and specific circumstances, if you wish to opt for other forms or have questions regarding specific situations, it is recommended to consult with a specialist or expert in this field.

Preliminary steps for registering legal entities

In the case of registering an LLC

1. Choosing LLC Name:
   1. The name must be unique, distinctive, and not confused with other already registered commercial names. 
   2. Availability can be checked online, here,  at ASP's website or physically at  the ASP counter where staff will verify if the desired name is available. 
   3. If the name is available, it can be reserved. The reservation grants the exclusive right to use this name for a period of 6 months, during which the other necessary documents for registration can be prepare
   4. Necessary Documents: 
      • Identity document(s) of founder(s)
      • Name reservation application
      • Payment receipt for reservation fee, find more information here
        
2. Drafting LLC Statute:
   The statute regulates company activities and establishes internal operational rules containing: 
   1. name and surname, date and place of birth, domicile, nationality, and other data from the identity document of the founder(natural person); name, registered office, nationality (country of registration), state identification number of the founder (legal person);
   2. name of the company;
   3. the object of activity;
   4. amount of share capital;
   5. nominal value of the founders' holdings;
   6. the amount of the founders' shares (contributions), the manner and term of their payment - the contribution must be paid no later than 6 months from the date of the company's registration;
   7. the particularities of the bond issue;
   8. the head office of the company at the time of its foundation;
   9. the structure, powers, mode of constitution, and functioning of the company's governing bodies;
   10. the manner of representation;
   11. branches of the company, if any;
   12. the basis and manner of reorganization and winding-up of the company;
   13. The statutes may contain other provisions not contrary to the law.

ASP registration

1. The investor makes a prior appointment at the Public Services Platform(ASP)- here;
2. The investor prepares and submits to the ASP the following documents: 
   1. Application for registration, in original (form available at ASP);
   2. Copy of passport of the Director/founder, individual person/ beneficial owners - certified copies;
   3. The Decision issued by the founder(natural  person or legal entity) (decision of the competent body in the case of the founder legal entity), in original;
   4. Statute Draft in original;
   5. If applicable, articles of association of the founder’s legal person;
   6. Extract from the Register in which the foreign-invested legal entity is registered, translated, and notarized (must be supra legalized,i.e., apostille must be affixed);
   7. Reservation of name: If the name has been reserved, the reservation document is attached;
   8. Information on the beneficial owner, declaration on the beneficial owner - this information is provided in front of the representatives of the ASP

More information on registering an LLC is available here.

1. Information on how to pay the registration fee can be found here. 
2. More information on the registration of branches of foreign legal persons, information to be verified, documents to be issued after registration is available here.
3. More information on how to declare the beneficial owner can be found here and the beneficial owner declaration form can be found here.
4. After processing the documents, the ASP will issue the LLC's registration decision. This decision is the official proof that the entity has been legally registered and can start economic activity.

Obtaining the necessary permits (where applicable)

Depending on the economic activity the investor intends to carry out, additional permits or licenses may be required. For example:

• Business License - for conducting commercial activity;
• Sanitary-Veterinary Authorization, Sanitary Authorization - for carrying out the activity in the field of public catering;
• License for Freight or Passenger Transport - to carry out the activity in the field of freight or passenger transport.

The investor can identify the permit he needs by searching for it using the keyword here.

Or the investor can consult  Law No. 160/2011 on the regulation of authorization of entrepreneurial activity, in which Annex No. 1 and Annex No. 2 is the list of all activities for which the act/permit is needed; the issuing authority and the fee for this service are also mentioned.

Where appropriate, prior approval may be required from the Council for the promotion of projects of national importance:

If the activities to be practiced by the investor (those listed in the Extract from the Register of Legal Entities) will coincide with any of the activities listed in Article 4 of Law no. 174/2021 on the mechanism for examination of Investments of importance for state security. Prior approval from the Council for the Promotion of Projects of National Importance will be required (at the moment, the secretariat of the Council is held by the ASP).

How can I gen a tax code?

In the Republic of Moldova, the tax code/ IDNO is automatically assigned when the company is registered at the ASP. 

For some categories of persons, listed below, the tax code is assigned by the State Tax Service upon the taxpayer's request:

a) legal persons established on the basis of regulatory acts,

b) foreign persons established on the basis of international treaties ratified by the Republic of Moldova,

c) non-resident foreign citizens and non-resident stateless persons holding taxable items or having tax liabilities on the territory of the Republic of Moldova,

d) non-resident legal persons or organizations with the status of non-resident individual persons who have taxable assets in the territory of the Republic of Moldova or who have tax liabilities in accordance with the tax legislation, as well as non-resident persons who have a permanent representative office or fixed base in the territory of the Republic of Moldova.

More information is available here and here.

Depending on the type of activity carried out by the LLC, registration for different taxes will be required:

• VAT: If the turnover exceeds the ceiling set by law, you must register as a VAT payer.
• Income tax: The LLC will be taxed according to the tax regime applicable in the Republic of Moldova.
• Social and medical contributions: If you employ staff, you must also register to pay compulsory social and medical contributions.