Forming a Moldovan SRL is a half-day exercise at the State Registration Agency (ASP). Maintaining it is a year-round cycle of filings that most foreign founders underestimate until the first penalty arrives. This guide sets out every annual obligation for a standard foreign-owned societate cu răspundere limitată, the deadlines that govern them, and the consequences of letting any one lapse.
What governs annual compliance
Moldova's primary tax statute is the Fiscal Code (Law 1163/1997, Codul Fiscal). It covers corporate income tax, personal income tax, value-added tax, and the associated filing obligations. Alongside it sit Law 287/2014 on Accounting and Financial Reporting, which sets the accounting and annual-statements requirement, and Law 308/2017 on Prevention of Money Laundering, which creates the annual AML update obligation at the bank.
IT Park companies (registered under Law 77/2016) operate under different mechanics for the main tax payment — the 7% single tax on turnover replaces the standard profit tax — but most of the other compliance obligations listed below apply regardless of regime.
The annual compliance cycle
1. Annual financial statements
Deadline: 31 March of the following year.
Every Moldovan legal entity must prepare annual financial statements in accordance with Law 287/2014. For a small SRL with turnover below the statutory thresholds for mandatory audit, the required set is:
- Balance sheet
- Profit and loss account
- Notes to the financial statements
The statements are prepared by a licensed accountant or accounting firm and submitted to the State Fiscal Service (SFS) via the e-Declaratii portal. An SRL that misses the 31 March deadline is subject to a penalty of MDL 5,000 under Art. 260 of the Fiscal Code, with additional daily accrual for continued non-compliance.
One point that catches foreign founders: the financial statements must be prepared in Romanian. Underlying records may be maintained in any language provided they can be converted to Romanian on request from the SFS.
2. Profit tax return (standard CIT regime)
Deadline: 31 March of the following year.
Under Art. 83 of the Fiscal Code, companies operating under the standard regime file an annual profit tax return (Form VEN12). The corporate income tax rate is 12% applied to taxable profit. The tax base is accounting profit adjusted for fiscal additions and deductions set out in Title II of the Fiscal Code.
Critically: retained profit that is not distributed as dividends is taxed at 0%. The 12% rate applies only to amounts paid out. This is not a deferral; it is a structural feature of the Moldovan CIT regime.
Advance payments are required from companies whose prior-year tax liability exceeded MDL 10,000. These are paid quarterly (by 25 March, 25 June, 25 September, 25 December) and reconciled against the annual return.
3. MITP annual declaration (IT Park companies only)
Deadline: 25 January of the following year.
IT Park members do not file a VEN12 return. Instead, they reconcile the annual single-tax calculation, confirm the employee floor compliance for each quarter, and certify continued eligibility (qualifying activity, headcount, and absence of prohibited activities). The quarterly payments made via Form ITС21 throughout the year feed into this annual reconciliation.
An IT Park company that fails the annual eligibility check — for example because qualifying-activity revenue fell below 70% of total turnover — is assessed back into the standard CIT regime for the year in question, plus interest and a 30% penalty on the underpaid amount.
4. VAT reporting (if registered)
Thresholds and registration trigger.
Mandatory VAT registration applies when cumulative supplies exceed MDL 1,700,000 in any consecutive 12-month period (Art. 112 Codul Fiscal). Voluntary registration below this threshold is possible and sometimes commercially sensible.
Once registered, an SRL files:
- Monthly VAT returns (Form TVA-INIT or its successor), due by the 25th of the following month, if supplies in the prior period exceeded MDL 100,000.
- Quarterly returns for companies below that volume.
IT Park companies registered for VAT must still file returns for any supplies not covered by the MITP umbrella. The intersection is technically complex; most MITP members are not VAT-registered because their qualifying activity is business-to-business software services supplied to non-Moldovan clients (treated as export, taxed at 0% VAT).
5. Dividend withholding
Timing: at the point of distribution.
Dividends paid to both resident and non-resident shareholders are subject to withholding tax at the rate of 6% (Art. 901, paragraph 31, Codul Fiscal). The SRL withholds at source and remits to the SFS within three banking days of payment.
For non-resident shareholders, the rate may be reduced under a relevant double-taxation agreement (Moldova has treaties with approximately 50 jurisdictions). The non-resident must provide a certificate of fiscal residency issued by the competent authority in their home country; without it, the 6% domestic rate applies.
The SRL must also file a quarterly withholding return (Form IRV14) reporting all dividend distributions and withholdings made in that quarter.
6. Annual employer declarations (payroll)
Deadline: 31 January of the following year.
Every SRL with at least one employee files an annual payroll summary (Form INFO21) reporting total remuneration, withheld income tax, and social and medical contributions paid. The company also submits declarations to the National Social Insurance House (CNAS) confirming contribution payments for the year.
IT Park companies report payroll differently: the single-tax payment covers the social and medical contribution element, but the employer still files quarterly declarations (ITС21) and the annual reconciliation.
7. AML obligations under Law 308/2017
Annual update with the bank.
Under Law 308/2017, every Moldovan bank is required to maintain current information on the beneficial owner (UBO) of each corporate client. In practice this translates to an annual request to the SRL's director to confirm or update:
- UBO identity documents and address
- Source of funds documentation
- Any changes to ownership structure or PEP status
Failure to respond to the bank's AML update request can result in account restrictions. Separately, the SRL's own AML obligations (if it operates as a reporting entity under Law 308/2017 — for example, a money-services business or a legal firm) are more extensive and require a full AML policy, a designated AML officer, and annual staff training.
8. Registered agent and ASP filings
Ongoing obligation.
An SRL must at all times have a registered address in Moldova and, if required, a registered agent. Any change of address, director, or shareholder must be filed with the ASP within 15 days of the change. Failure to file triggers removal from active status after a period of non-compliance — a consequence that is difficult to reverse without a court order.
What it costs to let compliance lapse
The SFS imposes fixed penalties for late or absent filings under Art. 260 and Art. 261 of the Fiscal Code:
- Late annual financial statements: MDL 5,000
- Late VEN12 return: MDL 1,000 plus 0.1% of unpaid tax per day
- Late MITP quarterly filing: MDL 5,000 per quarter
- Late VAT return: MDL 1,000 plus daily penalty on underpaid VAT
Beyond penalties, an SRL that accumulates outstanding tax debt is placed on the SFS arrears register. This restricts the ability to open new bank accounts, obtain business licences, and, in some cases, participate in public procurement.
How to structure the compliance workload
For a foreign-owned SRL, three roles cover the full cycle:
- Licensed accountant or accounting firm: handles bookkeeping, monthly/quarterly filings, annual financial statements, and the VEN12 or MITP annual declaration.
- Fiscal representative (if applicable): authorised at the SFS to act on behalf of a non-resident director or shareholder. See our guide on fiscal representation in Moldova.
- Company director or administrator: signs off on the annual financial statements, approves dividend distributions, and handles AML update requests.
The workload for a dormant or low-activity SRL is lighter than it looks: the core filing set is the annual financial statements, the VEN12 or MITP reconciliation, and the quarterly payroll declaration. For an active trading company, the monthly VAT return and the monthly payroll cycle add to the rhythm.
Next steps
If you are setting up a new SRL and want to understand the full structure before incorporating, start with our company formation guide. If your SRL is already active and you are looking for ongoing compliance support, contact us to discuss accounting and fiscal representation arrangements.