Moldova SRL: complete formation guide (2026)

TL;DR:

The SRL (societate cu răspundere limitată) is the right Moldovan vehicle for foreign founders, offering limited liability, 100% foreign ownership and no residency requirement for shareholders or directors.

There is no statutory minimum share capital under Law 135/2007, the historical MDL 5,400 floor having been abolished, so founders set capital at a level that fits the business plan and bank expectations.

Registration at the Agenția Servicii Publice (ASP) takes 1–3 working days on a clean dossier, and the entire formation can be handled remotely through a notarised and apostilled power of attorney.

A Moldovan SRL is a private limited liability company governed by Law 135/2007, with corporate tax and reporting rules in the Codul Fiscal. It suits founders who want a clean European-adjacent vehicle for software exports, consulting, e-commerce or holding activity, with no minimum capital, full foreign ownership and a registration window measured in days rather than weeks. The mechanics below cover what an SRL is, how it forms, what it costs, which tax route to pick, and what changes once the IDNO is issued.

Key Takeaways

Point · Details

Statutory framework · Law 135/2007 on limited liability companies, with tax rules in the Codul Fiscal
Minimum capital · None, set by the founders at any level that suits the business
Ownership and management · 100% foreign ownership permitted, no residency requirement for shareholders or directors
Filing window at ASP · 1–3 working days on a clean dossier with apostilled founder documents
Tax routes · 12% standard CIT, 0% reinvested-profits regime, 7% MITP turnover tax, 4% simplified SRL

What an SRL is and why it is the right structure for foreign founders

The societate cu răspundere limitată is Moldova's standard private limited liability vehicle, established under Law 135/2007. Shareholders are liable only up to their contribution to the share capital, the company has its own legal personality from the IDNO date, and the entity can hold contracts, bank accounts, intellectual property and real estate in its own name.

Two features make the SRL the working choice for non-resident founders. First, Law 135/2007 imposes no statutory minimum share capital. The historical MDL 5,400 floor was abolished, and founders fix the capital at a nominal level (often MDL 1 to MDL 10,000) or higher where a bank expects substance. Second, both shareholders and the administrator may be non-residents, with no Moldovan residency, nationality or work-permit requirement.

Two alternative vehicles are worth noting briefly. The SA (societate pe acțiuni) is Moldova's joint-stock company, used for capital-raising structures with multiple share classes and carrying heavier governance and audit obligations. The ÎI (întreprindere individuală) is a sole-trader form with no separate legal personality and unlimited personal liability. For almost every cross-border use case, the SRL is the correct starting point.

The formation process step by step

A standard SRL formation moves through a defined sequence at ASP and the State Fiscal Service (SFS). On a clean dossier the steps below run in parallel where they can, and the IDNO is typically issued within 1–3 working days of filing.

Name reservation at ASP. The chosen name is checked against the State Register for conflicts and reserved. A backup name is sensible if the preferred option is common.
Drafting the constitutive act. The constitutive act sets out shareholders, capital, administrator, registered office, activity codes (CAEM) and decision rules. Wording matters, particularly around quorum, signing authority and distributions.
Founder documentation. Individual founders provide a passport copy notarised and apostilled in the country of issue, with a certified Romanian translation by a translator authorised in Moldova. Corporate founders provide an apostilled register extract, the statutes, and a board resolution authorising the participation.
UBO declaration under Law 308/2017. Moldova's AML framework requires identification of the ultimate beneficial owners at the moment of registration. The declaration is filed with ASP and updated on any change in control.
POA for remote founders. Founders who will not travel sign a power of attorney covering ASP filing, IDNO collection, UBO declaration, tax registration and bank account opening. The POA is notarised in the founder's home country and apostilled.
ASP filing. The complete dossier (constitutive act, founder documents, UBO declaration, POA, name reservation, registered office proof, fee receipts) is filed at ASP. Decision is typically 1–3 working days, faster on the express track at a higher fee.
IDNO and automatic tax registration. ASP issues the IDNO (the company's unique identification number), and the data is transmitted automatically to the SFS, CNAS and the National Bureau of Statistics. Founders do not file separately with each.
Bank account opening. Account opening is a separate process with the chosen commercial bank, run in parallel where possible. KYC review typically takes 2–5 weeks depending on bank, founder profile and activity.

What it costs

Formation costs split into three predictable components. The numbers below are the working ranges in 2026.

Government and registry fees at ASP. Standard SRL registration runs around MDL 2,000 including state fees. Express filing carries a higher state fee, and name reservation and registered-office certification are minor add-ons.
Notary, apostille and certified translation. Apostilling passports and corporate documents sits outside Moldova and varies by jurisdiction. Certified Romanian translation by a translator authorised in Moldova is billed per page. These items are passed through at cost.
Advisor fees. Advisor fees cover constitutive-act drafting, dossier preparation, ASP filing, UBO declaration and POA wording, and are discussed on the introductory call against the specific use case.

Banking is the variable. KYC review at a Moldovan commercial bank typically runs 2–5 weeks and is independent of ASP timing. Starting the bank conversation in parallel with the ASP dossier is the single largest lever on the total calendar.

Choosing the right tax regime

Moldova offers four working tax routes for SRLs, each with its own eligibility rules and base. The right choice is settled before formation, because it shapes the constitutive act, the activity codes, payroll structure and licensing.

Standard CIT · 12% on net profit · the default treatment under the Codul Fiscal · dividends to shareholders carry a 6% withholding tax at distribution · suits operating companies that prefer a profit base and do not qualify for or want to use the other regimes.
0% reinvested profits · 0% CIT on profits that are not distributed · available to SMEs with annual turnover up to MDL 100 million and no more than 249 employees · in force through 2026 · trade and financial intermediation, insurance, free economic zone (FEZ) residents and MITP residents are excluded · suits capital-intensive operators reinvesting earnings into the business.
MITP (IT Park) · 7% of turnover · a single payment replacing CIT, payroll PIT, social and medical contributions and several local taxes · requires at least 70% of revenue from qualifying IT activities under Law 77/2016 and a per-employee floor of approximately MDL 5,220 per month for 2026 · guaranteed by the state through 2035 · suits high-margin software exporters with real staff.
Simplified SRL · 4% of turnover · available to non-VAT SRLs with annual turnover below the VAT threshold (MDL 1.5 million through to early 2026) · suits very small SRLs where compliance simplicity outweighs the cost of a turnover base.

For the detail on the two regimes that most international founders consider, see the MITP filing and eligibility guide and the 0% reinvested-profits mechanics.

What you need from the founder's side

The dossier is more administrative than legal. Once these items arrive in clean form, the ASP filing is mechanical.

Passport copy, notarised and apostilled in the founder's home country.
Two proofs of address (a utility bill and a bank statement are the standard pair), each within the past three months.
Source-of-funds documentation, particularly where banking is part of the package. Payslips, tax returns, contracts of sale or investor documentation are the usual evidence.
A short business plan describing activity, target customers and revenue model. Required by the bank rather than by ASP, but preparing it early avoids a second cycle.
UBO clarity. Where ownership runs through holding entities, the chain of control to the natural-person beneficial owner must be documentable under Law 308/2017.
POA wording that explicitly covers ASP filing, IDNO collection, UBO declaration, tax registration and bank account opening. A POA omitting one of these creates a return trip to the notary, the most common avoidable delay.

After registration

The IDNO is the start of the operating life of the company rather than the end of the formation work. A short list of post-registration items needs attention in the first weeks.

VAT registration. Mandatory above the turnover threshold, which sits at MDL 1.5 million from January 2026 and rises to MDL 1.7 million from March 2026 under recent Codul Fiscal amendments. Voluntary registration below the threshold is available where the model needs VAT for input recovery.
MITP application. Where the company will use the 7% turnover tax, the MITP application is a separate filing with the IT Park administration under Law 77/2016. ASP registration does not include it.
CNPF. Activities in financial services, payments, capital markets, insurance or non-bank lending require licensing from the Comisia Națională a Pieței Financiare (CNPF) before operation. The licensing path is parallel to and independent of ASP.
Payroll registrations. When the company hires, payroll-tax obligations open with the SFS, CNAS and CNAM. Outside MITP these are standard. Inside MITP the 7% turnover payment covers payroll PIT, social and medical contributions for qualifying employees.
Ongoing accounting and SFS filings. Monthly, quarterly and annual filings follow a defined calendar under the Codul Fiscal. The right starting point is a Moldovan accountant who understands the chosen regime and the activity codes.

Common mistakes and how to avoid them

A small set of issues account for most avoidable delays in Moldovan SRL formation. Each is straightforward to prevent at the dossier stage.

Vague POA wording. A POA that authorises "company registration" but does not list ASP, IDNO, UBO declaration, tax registration and bank account opening forces a return trip to the notary. Insist on an itemised list.
Missing apostille. Notarisation alone is not enough for use in Moldova. Each founder document needs both notarisation in the home country and the apostille certificate, before certified Romanian translation.
Mis-classified activity codes (CAEM). The activity codes in the constitutive act determine which licensing, tax and reporting rules apply. Codes chosen casually at formation can block MITP eligibility, create unintended licensing exposure under CNPF, or block sector-specific banking onboarding.
No UBO declaration. The Law 308/2017 UBO declaration is part of the registration dossier rather than an optional add-on. Filing without it results in a rejected or incomplete registration.
Banking approached after rather than parallel to ASP. Sequencing the bank conversation after the IDNO is issued can add several weeks to the calendar. Bank onboarding should begin while the ASP dossier is being prepared.

Frequently asked questions

Can I form a Moldovan SRL without visiting Moldova?

Yes. Remote formation is the standard pattern for non-resident founders. A notarised and apostilled power of attorney authorises the local advisor to file at ASP, collect the IDNO, file the UBO declaration, complete tax registration and open the bank account.

What is the minimum share capital?

There is no statutory minimum share capital under Law 135/2007. The historical MDL 5,400 floor was abolished, and founders may set the capital at any level. The practical choice is driven by the business plan, by bank expectations during onboarding, and occasionally by counterparties who look at issued capital as a substance signal.

How long does ASP take to register a clean dossier?

The standard track is 1–3 working days from filing to IDNO. Express filing at a higher state fee compresses this further. The variable is dossier completeness, particularly apostille and certified translation of founder documents, not the registry itself.

Can a foreign legal entity be the SRL's founder?

Yes. A foreign legal entity may hold shares in a Moldovan SRL. The dossier for a corporate founder includes an apostilled extract from the home commercial register, the statutes or articles, and a board resolution authorising the participation and identifying the natural-person signatory. The UBO declaration must still resolve to the natural-person beneficial owners up the chain.

What happens if I miss a documentary requirement?

ASP will reject or return the file with a note on what is missing. The dossier is corrected and resubmitted, which typically costs one to two weeks depending on whether the missing item is an apostille, a translation or a fresh POA. The avoidable cost is in the home-country round trip rather than in ASP itself, which is why dossier review before submission matters.

Related calculator

MITP 7% tax calculator. Slide your numbers and see the answer move.

Moldova SRL: the complete guide to forming a Moldovan company