A foreign company weighing a Moldovan presence usually starts from an outdated premise: that the choice is between a subsidiary, a branch, and a representative office. That three-way choice stopped existing on 1 March 2019. The Moldovan Civil Code reform under Law 133/2018 abolished the representative office as a distinct legal category and reclassified every existing branch and representative office as a sucursala, a single unified branch form with a broader scope than the old representative office ever had. Content still circulating online, including material generated by AI tools trained on pre-2019 sources, routinely gets this wrong.
This guide sets out the two routes that actually exist today: the SRL subsidiary and the sucursala branch, what changed in 2019, the document chain a foreign corporate parent needs, and which route fits which situation.
The 2019 reform: representative offices no longer exist
Before 1 March 2019, Moldovan law recognised three ways for a foreign company to establish a presence: a subsidiary (a new Moldovan legal entity), a branch (filiala, dependent on the parent, able to trade), and a representative office (reprezentanta, dependent on the parent, restricted to liaison and market-research activity, barred from production or service delivery in its own name).
Law 133/2018, which modernised the Civil Code, collapsed the branch and representative office into a single form: the sucursala. The transitional provisions state plainly that every reference in existing legislation to a filiala or reprezentanta is now read as a reference to sucursala, and that branches and representative offices registered before the reform are automatically treated as sucursale going forward. Entities affected had until 1 January 2024 to update their constitutive documents to reflect the new terminology, without additional registration fees.
If a source describes Moldova as offering three structures for foreign entry, subsidiary, branch, and representative office, that source is describing the law as it stood before March 2019. The representative office does not exist as an independent form today.
The practical effect is that the sucursala is not a narrower version of the old representative office. Under Civil Code Article 240, a sucursala may carry out part or all of the activities of the parent, which is materially broader than the pre-2019 representative office's liaison-only remit. A foreign company that assumed it needed a "branch" for trading and a separate "representative office" for market presence now has one form that covers both.
Subsidiary: a separate Moldovan legal entity
The subsidiary route means incorporating a new Moldovan legal entity, almost always an SRL under Law 135/2007, with the foreign company as shareholder. The SRL is a distinct legal person from its parent. It has its own IDNO, its own board, its own balance sheet, and its own tax residency.
Key characteristics:
- Separate legal personality. The SRL contracts, owns assets, and incurs liabilities in its own name.
- Limited liability. The parent's exposure is capped at the value of its capital contribution to the SRL.
- No statutory minimum capital. Moldovan law does not set a minimum share capital for an SRL; nominal capital of 1 MDL is legally sufficient, though banks may expect evidence of operational funding at account opening.
- Full access to Moldovan tax regimes. The SRL can qualify for the 7% MITP turnover regime if IT-eligible, and for the 0% reinvested-profits scheme if it meets the SME thresholds. Neither is available to a sucursala.
- Formation route. Registration follows the standard SRL formation process at ASP, typically 1 to 3 working days on a clean dossier, with a corporate-shareholder document set layered on top of the standard filing (covered below).
Sucursala: the unified branch form
The sucursala route means registering an extension of the foreign parent in Moldova rather than a new legal entity. Under Civil Code Article 240, a sucursala is a separate subdivision of the legal entity, located outside its registered office, with the appearance of permanence, its own management, and the material resources needed to carry out part or all of the parent's activities.
Key characteristics:
- No separate legal personality. The sucursala is legally and patrimonially the same entity as the foreign parent, operating under a Moldovan address.
- Unlimited parent liability. Every obligation the sucursala incurs in Moldova is an obligation of the foreign parent directly, with no capital ceiling.
- Broader activity scope than the old representative office. Since 2019, a sucursala can trade, invoice, and deliver services in its own operating name, not merely liaise.
- Registration under Civil Code Article 241. A foreign legal entity must register its sucursala in the Moldovan registry before conducting activity through it, following the general framework of Law 220/2007 on state registration of legal persons and individual entrepreneurs, administered by ASP.
- Not MITP-eligible. The 7% turnover regime under Law 77/2016 is available to Moldovan legal entities, not to branches of a foreign entity. A sucursala running IT operations pays standard 12% CIT regardless of activity mix.
Liability: the difference that matters most
The single most consequential difference between the two routes is where liability sits. An SRL subsidiary ring-fences Moldovan risk: creditors, tax authorities, and counterparties can pursue the SRL and, in ordinary circumstances, cannot reach the parent's assets outside Moldova. A sucursala provides no such ring-fence. Every contract signed, every tax assessment issued, and every judgment obtained against the Moldovan operation is enforceable against the foreign parent's global balance sheet, because the sucursala is not a separate defendant. It is the same legal person operating from a second address.
For a foreign company genuinely testing the Moldovan market with minimal capital at risk, this is the wrong trade. For a group with an already-consolidated risk position that wants Moldovan presence purely for administrative or logistical reasons, unlimited liability may be an acceptable cost for avoiding a second legal entity's governance overhead.
Tax treatment compared
Both routes pay the same headline 12% CIT rate, but the base differs.
· SRL subsidiary · Sucursala branch
- Tax residency · Moldovan resident, worldwide income · Non-resident, Moldovan-source income only
- Standard CIT rate · 12% · 12%
- MITP 7% eligibility · Yes, if IT-eligible activity and 70% revenue threshold met · No
- 0% reinvested-profits SME scheme · Yes, if SME thresholds met · No
- VAT registration · Standard threshold applies · Standard threshold applies
- Separate audited accounts · Yes, Moldovan statutory accounts · Moldovan-source activity only, consolidated with parent globally
The subsidiary is the only route with access to Moldova's preferential regimes. A foreign IT company weighing where to book its Moldovan development team should treat MITP eligibility alone as close to decisive: a sucursala running the same operation pays 12% CIT with no turnover-based alternative, while an SRL subsidiary can bring the effective rate down to 7% or, on the reinvested-profits track, to 0% until distribution.
Profit repatriation: dividend withholding versus branch remittance
An SRL subsidiary that distributes profit to its foreign parent triggers a domestic 6% withholding tax on the dividend, reducible under an applicable double-tax treaty, on top of the 12% CIT already paid on the underlying profit at the SRL level. This is covered in detail in the dividend withholding and treaty network guide.
A sucursala transferring profit back to its foreign head office is not making a dividend distribution under Moldovan tax law, because the sucursala and the parent are the same taxpayer. Moldova's Codul Fiscal does not impose a separate branch-remittance tax on top of the 12% CIT already charged on the sucursala's Moldovan-source profit. This is a genuine structural difference and, for a group planning to repatriate profit rather than reinvest it, the sucursala's absence of a second layer of withholding is the strongest argument in its favour. It should be verified against current practice with a Moldovan tax adviser before being relied on for a specific transaction, since the point turns on the interaction between domestic law and any applicable treaty's permanent-establishment article.
The document chain for a corporate parent
Whichever route is chosen, a foreign corporate shareholder or parent supplies a materially different document set than an individual founder does. At minimum:
- An apostilled extract from the parent's home-country commercial register, confirming current good standing.
- Apostilled constitutive documents of the parent (articles of association or equivalent).
- A board or shareholder resolution authorising the Moldovan subsidiary or sucursala and naming the individual who will act as local director or branch manager.
- A power of attorney if the formation is handled remotely, notarised and apostilled in the parent's home jurisdiction. See the power of attorney guide for the mechanics.
- Certified Romanian translation of every foreign-language document.
- A full ultimate-beneficial-owner declaration tracing ownership up to the individual or individuals who ultimately control the structure, required under Law 308/2017 regardless of how many corporate layers sit between the Moldovan entity and the real owner. The UBO registry guide sets out the 25% threshold and the ASP filing mechanics.
Every document in this chain must be apostilled in the country where it was issued before it is usable in Moldova. A missing apostille on any single document is the most common cause of a rejected filing for a corporate-shareholder formation.
Registration timeline and authority
Both routes register with ASP under Law 220/2007. A standard SRL subsidiary formation with a clean, fully-apostilled corporate-shareholder dossier typically clears in 1 to 3 working days once the file is complete, matching ordinary SRL formation timelines. The apostille and certified-translation chain for the parent's documents is almost always the longer pole in the schedule, not the ASP processing step itself; founders should budget two to four weeks for document preparation before submission, depending on how quickly the home-country apostille authority turns documents around.
Sucursala registration under Civil Code Article 241 follows a broadly parallel document and timeline profile, since it also depends on ASP intake and the same apostille chain for the parent's foreign documents.
Which route fits which founder
Choose the SRL subsidiary when:
- The activity is IT, software, or another MITP-eligible line, where the 7% turnover rate materially changes the economics.
- The parent wants Moldovan liability contained rather than added to its global balance sheet.
- The plan is to reinvest profit rather than repatriate it immediately, making the 0% reinvested-profits regime relevant.
- The Moldovan operation will hire staff, sign local contracts, or hold assets independently of the parent's day-to-day direction.
Consider the sucursala branch when:
- The parent group already carries the relevant liability elsewhere and a second ring-fenced entity adds governance cost without a corresponding benefit.
- The activity does not qualify for MITP and the group values simplicity, a single set of consolidated accounts, over the tax and liability advantages of a separate entity.
- Profit is expected to flow back to the parent promptly and the absence of a dividend-withholding layer is commercially significant.
- The Moldovan presence is closely and permanently directed from the parent's home jurisdiction, since Moldovan corporate tax residency and substance considerations apply differently to an entity that is, by construction, the same taxpayer as its parent.
In practice, the majority of international founders choosing Moldova for its 7% MITP rate, its 0% reinvested-profits regime, or genuine limited-liability containment land on the SRL subsidiary. The sucursala is the right answer for a narrower set of groups with specific liability-consolidation or repatriation priorities, not the default entry point it is sometimes assumed to be.
Frequently asked questions
Can I still register a representative office in Moldova?
No. Representative offices were abolished as a distinct legal form by the Civil Code reform under Law 133/2018, effective 1 March 2019. Every representative office existing before that date was automatically reclassified as a sucursala. Any content describing representative offices as a current option is describing pre-2019 law.
Is a Moldovan sucursala the same as what other jurisdictions call a branch?
Functionally yes, a sucursala has no separate legal personality and exposes the foreign parent to unlimited liability for its Moldovan activity, consistent with how most jurisdictions treat a foreign branch. The Moldovan-specific point is that the sucursala now absorbs what used to be two separate forms, branch and representative office, with the broader activity scope of the former.
Can a sucursala qualify for the 7% MITP tax rate?
No. MITP eligibility under Law 77/2016 requires a Moldovan legal entity. A sucursala is not a separate legal entity and cannot register as an MITP resident regardless of its activity mix.
Does a foreign parent need a Moldovan resident director for either route?
No. Moldovan law does not require a Moldovan-resident director for an SRL or a Moldovan-resident branch manager for a sucursala. A non-resident may act in either role, subject to standard identification and, for a sucursala manager, adequate documentation of authority to act.
What happens to UBO disclosure when the shareholder is another company?
The UBO enquiry continues up the ownership chain past the corporate shareholder until it reaches the individual or individuals who ultimately control the structure. A corporate shareholder is never itself the answer to who the beneficial owner is. See the UBO registry guide for the 25% threshold and declaration mechanics.
Which route is cheaper to set up?
Both routes register through the same ASP process under Law 220/2007 with broadly comparable state fees. The larger cost driver for either route is the apostille and certified-translation chain for the foreign parent's documents, which is similar regardless of whether the end result is a subsidiary or a sucursala.
Can I convert a sucursala into an SRL subsidiary later, or vice versa?
The Civil Code framework contemplates transformation between these forms, and groups sometimes start with a sucursala to test a market before committing to a subsidiary once volume justifies the governance overhead of a separate legal entity. Each conversion is a distinct filing exercise rather than an automatic reclassification, and the tax and liability consequences of the change should be modelled before it is executed.
Working with us
If you are structuring a foreign corporate entry into Moldova, the choice between an SRL subsidiary and a sucursala branch turns on liability appetite, MITP eligibility, and repatriation plans, not on a three-way form that no longer exists. Start with company formation in Moldova and a discovery call to map the corporate-shareholder document chain against your specific parent jurisdiction and activity before any documents are drafted.