Moldova provides several business forms for investors, of which the main forms include:

Company (Limited Liability Company / Joint Stock Company);
Sole Proprietorship;
Partnership (General / Limited Liability Partnership); and
Foreign Business (Subsidiary or Branch or Representative Office).

Companies

Companies can be formed either as Limited Liability Companies (‘LLC’) or as Joint Stock Companies (’JSC’).

The key aspects of a Limited Liability Company include:

Shareholders’ liability is limited to their contribution in the company;
Minimum paid-up capital requirement is MDL 5,400;
Minimum 1 shareholder and 1 director, of any nationality, are required;
Maximum 50 shareholders are permitted;
Shareholders and directors can be individuals or companies; and
Mandatory to submit annual audited financials.

The key aspects of a Joint Stock Company include:

Shareholders’ liability is limited to their contribution in the company;
Minimum paid-up capital requirement is MDL 20,000 for an open JSC and MDL 10,000 for a closed JSC;
Shares of an open JSC can be offered to the public;
Minimum 1 shareholder and 1 director, of any nationality, are required;
Maximum 50 shareholders are permitted;
Shareholders and directors can be individuals or companies; and
Mandatory to submit annual audited financials.

Sole Proprietorships

A sole proprietor is a natural person who conducts business in his / her own name. The liability of the sole proprietor is unlimited.

Partnerships

Partnership is a form of business where two or more persons come together to carry out activities of common interest and to share profit and loss arising out of such activities. A general partnership can have a maximum of 20 partners. The liability of the partners of a general partnership is unlimited.

A limited partnership is a partnership where one or more partners have unlimited liability, and one or more partners are liable only to the extent of their contribution in the limited partnership. A limited liability partnership requires at least 1 general partner and 1 limited partner.

Foreign Business (Subsidiary, Branch, Representative Office)

Foreign companies can conduct their operations in Moldova through the constitution of a subsidiary or a branch office or a representative office. Subsidiaries can be formed as an LLC or JSC with 100% foreign holding subject to certain restrictions.

A branch of a foreign entity is not regarded as a separate legal entity in Moldova, and its operations are defined and controlled by the foreign parent entity. Branch office is permitted to conduct business activities in the country.

Representative office (sometimes referred to as permanent representative office) is not regarded as a separate legal entity in Moldova. A representative office is not allowed to engage in commercial or business activity in the country. It is only permitted to conduct market research and to promote products and services of the parent company within Moldova.

Further information on the general investment, tax, and regulatory regime about the country is available at the following external references:

“Doing Business” report from World Bank – click here
Reports and publications from OECD – click here
Reports and publications from IMF - click here
Reports and news from Tax Justice Network - click here
Taxation in Moldova - click here
Invest in Moldova - click here

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