Md Company Formation

---
name: md-company-formation
description: "Prepare Moldova company formation and entity choice for 2026 using the current SRL, state-registration, joint-stock and accounting laws. Covers ordinary SRL constitution, founders and statute, subscribed capital and payments, the SA capital screen, ASP application documents and representation, foreign documents, standard and urgent company-registration tariffs, one-stop fiscal records, register changes and annual accounts. Use for incorporation, SRL versus individual entrepreneur, an SA proposal, IDNO, beneficial-owner disclosure, foreign founders, accounting and filing planning. This source-cited draft states current-form and specialist gaps, and has a bounded source-review record linked under Sources. It does not establish every securities, regulated-sector, AML, banking or historical procedure or claim accountant attestation."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/md-company-formation"
  jurisdiction: "MD"
  tax_year: "2026"
  last_updated: "2026-10-31"
---

# Moldova company formation and entity choice, 2026 v0.9

## Who this applies to

Use this Guide to prepare an ordinary Moldovan SRL incorporation, compare the individual-entrepreneur registration route and screen an SA proposal. It supplies the current registration and continuing-compliance framework as read on 30 October 2026. It does not certify the full securities-registration procedure, regulated-sector approvals, every foreign-document treaty exemption or historical incorporation rules throughout 2026. The bounded source-review record is linked under Sources. [Law 135/2007 arts. 2, 9, 11–16][srl]; [Law 220/2007 arts. 7–14, 28, 35][register]; [Law 1134/1997 arts. 2–4, 38][sa].

An SRL has legal personality and capital divided into participation interests. It is formed on State registration; the company answers with its assets, while members' liability has the exceptions in article 9, including unpaid subscribed contributions. One or more permitted individuals or legal entities can found it. An SA divides capital into shares and has its own company/securities requirements. An individual entrepreneur registers the individual under Law 220 article 28. These legal choices do not themselves prove entitlement to a tax incentive. Do not describe one as universally best, safest or most common without evidence about the proposed business. [Law 135 arts. 2, 9, 11][srl]; [Law 1134 arts. 2–4][sa]; [Law 220 art. 28][register].

An ordinary SRL has no general numerical member cap. The article-11(4) exception limits a qualifying crowdfunding investment vehicle to **200 members**. A company board is compulsory with **more than 50 members**; at **50 members or fewer** the statute can provide for one. Build the actual governance arrangement into the statute rather than treating every multi-member SRL identically. [Law 135 arts. 11, 63][srl].

## Rates, bands and thresholds

| Item | Current rule or quoted agency tariff | Primary source |
|---|---|---|
| Ordinary SRL capital | Amount set in the statute and/or registered in the State Register. Article 21 states no fixed numerical minimum; this is not a certified universal **1 MDL** minimum or an exemption from sector-specific capital rules | [Law 135 art. 21](https://www.legis.md/cautare/getResults?doc_id=153674&lang=ro) |
| SRL contributions | Each member must pay the subscribed contribution in full within **six months after registration**; total contributions cannot be below subscribed capital | [Law 135 art. 22(2), (6)–(8)](https://www.legis.md/cautare/getResults?doc_id=153674&lang=ro) |
| SA minimum capital | **600,000 MDL** under the currently operative general SA law. | [Law 1134 art. 38(1)–(6)](https://www.legis.md/cautare/getResults?doc_id=154797&lang=ro) |
| Standard company registration | ASP displays **1,149 MDL / 24 hours**; eligibility for its listed fee relief must be checked separately | [ASP current company-registration tariff](https://www.asp.gov.md/ro/servicii/persoane-juridice/inregistrare-afacere/211-1); [Law 220 art. 4](https://www.legis.md/cautare/getResults?doc_id=155438&lang=ro) |
| Urgent company registration | ASP displays **4,596 MDL / four hours**; Law 220 has a **four-times** fee rule for the specified urgent registrations | [ASP tariff](https://www.asp.gov.md/ro/servicii/persoane-juridice/inregistrare-afacere/211-1); [Law 220 art. 4(6)](https://www.legis.md/cautare/getResults?doc_id=155438&lang=ro) |
| Individual-entrepreneur registration | ASP displays **364 MDL / 24 hours** or **1,456 MDL / four hours**. Its separate relief footnote is conditional | [ASP individual-registration service](https://www.asp.gov.md/ro/servicii/persoane-juridice/inregistrare-afacere/211-3-ii) |
| Paid name-service tracks | **71 MDL / three working days; 142 / 24 hours; 213 / four hours; 284 / one hour** | [ASP name-service tariff](https://www.asp.gov.md/ro/servicii/persoane-juridice/inregistrare-afacere/223) |
| Name reservation | On request, up to **six months**; name availability is checked before an online filing | [Law 220 art. 9(7)–(8)](https://www.legis.md/cautare/getResults?doc_id=155438&lang=ro) |
| Ordinary registration clock | **24 hours on a working day**, calculated from the working day immediately after the necessary documents were submitted | [Law 220 art. 5(2)](https://www.legis.md/cautare/getResults?doc_id=155438&lang=ro) |

The published agency fee is not a quotation for legal advice, translation, apostille, name services, bank charges or every ancillary service. ASP's relief footnote names Law 220 article 4, SME Law 179/2016 article 15, Law 39/2006 article 3 and Government Decision 707/2025 point 2. The sourced statutory relief categories are explained below; the remaining programme/first-year evidence and unquoted service routes are not established here. Law 220 article 4(1) permits Government-set electronic/counter tariffs within the annex ceiling; use the current service and applicant category, not the old approximate “under 1,500” estimate. [Law 220 art. 4][register]; [ASP tariff and relief footnote][asp].

The name-service table’s **five working days / free** track is tied to Noncommercial Organisations Law 86/2020 article 13(4)–(5). For organisations within that law’s scope, a founder requests name-availability confirmation by email or in person before registration, and the registrar responds within **five working days**. The name is reserved on request for **six months without a fee**. Article 13(3) separately makes registration and statute changes fee-free for those noncommercial organisations. These rules do not create unconditional free or urgent service for every commercial company. Choose the actual entity/channel, term and relief rather than adding alternative tariffs together. [Law 86 arts. 1, 13(3)–(5)][noncommercial]; [ASP name-service table and footnote][aspname].

### Apply only the relief matching the applicant and service

Law 220 article 4(2) makes **re-registration required by a change in legislation free**. Its one-stop rule puts the specified one-stop services within the registration fee without extra applicant charges; it is not an exemption from that fee for every new business. A motivated registration refusal does not make the payment refundable under article 4(8). [Law 220 art. 4(2), (4)–(5), (8)][register].

The **debutant enterprise** relief under SME Law 179/2016 article 15 is conditional. The company must be an SRL, meet that law’s microenterprise category, be founded and administered by natural persons aged **18–35 inclusive at registration** carrying on economic activity through an SRL for the first time, and have **no more than five members**. Article 3 separately defines a newly registered enterprise by the **one-year** period from establishment. Article 15(1) describes support for **three years from State registration**, while paragraph (3)(a) expressly exempts qualifying debutants from State-registration and information-supply fees. Paragraph (4) leaves further support-instrument benefits/obligations to the Government; this Guide does not certify an unverified programme application or every urgent-service entitlement. [Law 179 arts. 3, 15][smerelief]; [ASP relief footnote][asp].

For this **SME-law** classification in 2026, article 5(1)(a) requires **at most nine employees** and annual net turnover **not above EUR 2 million equivalent in MDL, or total assets not above EUR 2 million equivalent in MDL**. Use the average annual exchange rate for the calculation year under article 4(3). Article 5 uses average annual staff and its own financial-category/reclassification rules; movement from a smaller into a larger category requires failure of the smaller category in **two consecutive financial years**. These current limits apply from **1 January 2026** under the amendments displayed in articles 4–5. They are not the Accounting Law’s reporting-category thresholds or automatic entitlement to the corporate **4%** tax regime. Actual first-year eligibility evidence, any further Government support-instrument conditions and handling of the urgent track remain separate checks. [Law 179 arts. 4–5, 15][smerelief]; [Accounting Law art. 4][accounts]; [corporate-income Guide](md-corporate-income-tax.md).

Law 39/2006 article 3(1)(b) supplies a separate State-registration/constituting-document-change fee exemption for residents of its **specified Dubăsari economic zone**. Article 1 lists Cocieri/Vasilievca, Corjova/Mahala, Coșnița/Pohrebea, Molovata Nouă/Roghi, Doroțcaia and Pîrîta. Article 2 requires the individual’s domicile there, or the legal entity’s office **and** production/service activity there. Do not extend that population to every Moldovan or Transnistrian applicant. The provision’s historic **2006–2010** income-tax exemption is not a 2026 exemption; other special-zone tax interactions and implementing evidence are not certified by this formation-fee analysis. [Law 39 arts. 1–3, especially 3(1)(b)][zone39]; [ASP relief footnote][asp].

Government Decision 966/2020, latest displayed operative consolidation effective **15 October 2026**, approves the tariff and relief schedules. Enacted **HG 707/2025 point 2** specifically makes registration/update of company or individual-entrepreneur beneficial-owner data **free on an electronic application**, within the period in Law 220 article 5(2): **24 hours on a working day, calculated from the following working day after the necessary documents are presented**. Point 3.3 sets technical-readiness commencement, **no later than 1 December 2025**. This is a specific beneficial-owner service, not free incorporation or a substitute deadline for every ordinary individual-register change; article 29 retains its three-working-day decision rule for that ordinary change procedure. Keep the client’s obligation to submit changed ownership data within 30 days separate from the authority’s service clock. [HG 707 points 2, 3.3][hg707]; [Law 220 arts. 5(2), 29][register]; [Law 308 art. 14][aml]; [Government Decision 966 points 1–2][tariff966].

## The base

### Prepare the SRL decision, statute and contributions

Identify founders, proposed name and registered office, actual activities and any required permit, administrator, representation and governance, subscribed capital, each participation interest, contribution type and payment schedule. The full name includes the Romanian legal form and the abbreviated name `S.R.L.`. The statute is approved and signed by all founders or authorised persons and is prepared in Romanian. Its required contents are in article 13, including the founding persons, business activity, capital and interests, contribution method/deadline, office, governing bodies, representation and reorganisation/liquidation arrangements. [Law 135 arts. 3–5, 11–14][srl].

Cash is the presumed contribution unless the statute provides otherwise. Permitted contributions include property, property/intellectual-property rights and money. For in-kind contributions, the statute sets how the members approve the valuation results; ownership passes to the company unless the statute provides otherwise. Members cannot simply demand return of paid-in capital while the company operates. Record amounts subscribed, paid and outstanding separately; a nominal capital entry does not prove payment or satisfy all creditor protections. [Law 135 arts. 21–23][srl].

If State registration has not occurred within **three months from approval of the statute**, Law 135 article 16(3) applies Civil Code article 248(2) correspondingly. The current Civil Code gives the founders the **right to be released from obligations arising from their subscriptions unless the constituting act provides otherwise**. Its general trigger is approval of that act by all founders. Record the actual approval and all-founder decision, the elapsed period and the constituting act’s terms before applying the right; do not label it automatic cancellation of every contribution or replace approval with an old notarisation/signing-date summary. This concerns failure to register, separately from a registered SRL’s six-month contribution obligation. The Civil Code version read is effective **1 April 2026**, not the displayed future 2027 versions. [Law 135 art. 16(3), 22][srl]; [Civil Code arts. 246–248, especially 248(2)][civil].

### Check founder and administrator eligibility separately

Law 220 article 13(1)(g) bars registration when the enterprise’s founder has **unspent convictions for tax evasion**. Other grounds in article 13 remain separate, including a registration prohibition by a court, enforcement officer or competent authority, and the specified three-year restriction for a founder of an entity deregistered under Fiscal Code article 174^1. A truthful tax-evasion declaration does not override those other grounds. [Law 220 art. 13(1), (2), (4)–(5)][register].

ASP’s actual **7-16** blank declaration identifies the declarant by name/IDNP **as founder** of the named entity, states that the declarant has no unspent tax-evasion convictions, and requires date/signature. ASP labels **7-17** “Administrator şi fondator”; it records both an administrator capacity and a founder capacity with separate entity-name fields. Complete the actual capacities, entity or entities and authority; do not assume those fields establish the ownership/representation relationship or automatically make the declarant the new company’s administrator. These two one-page templates were retrieved, read and visually inspected. A signed blank-template statement is not an official criminal-record finding, proof of expungement or a general administrator-clearance certificate. [Founder declaration 7-16][founderconviction]; [administrator/founder declaration 7-17][entityfounderconviction]; [ASP linked templates][asp].

An SRL’s natural-person administrator must have full legal capacity, no statutory or judicial prohibition on holding the administrator or other relevant asset-disposal position, and **no unspent convictions in the categories specified by article 69(2)**: offences against property, economic offences, and offences committed by responsible officials or persons managing commercial organisations. That test is wider than the founder form’s tax-evasion statement. An administrator can be a member or a third party; appointment is by the members’ meeting or, if the statute so provides, the board. Submit the appointment/removal and identity for State registration with the relevant decision. With several administrators, representation powers are equal unless the statute provides otherwise. [Law 135 arts. 69–71][srl].

The statute can permit a **legal entity** to be administrator under article 69(2^1). Civil Code article 199 then requires it to designate **one natural person** to exercise the function permanently. That person must meet the legal administrator requirements, has the same obligations and is jointly liable with the legal-entity administrator. Revoking that person does not take effect until a replacement is appointed; designation/revocation follows the administrator-publicity formalities using the legal entity’s decision. Preserve both layers of authority and the actual eligibility evidence. Do not infer eligibility solely because the application has a legal-person branch. [Law 135 art. 69(2^1)][srl]; [Civil Code art. 199][civil].

### Assemble and submit the registration file

1. Check the name and office. For online submission, verify name availability before filing. The current ASP commercial-company service requires a reserved name and electronic signatures on all attached documents; its online route is offered for SRLs and SAs. Match the name certificate and actual channel requirements. [ASP selected SRL service][asp]; [company instructions points 4, 9–10][companyinstructions]. The registered office is entered from the constituting documents; article 10 places responsibility for authenticity on the entity and does not authorise a universal extra premises-proof demand. [Law 220 arts. 9–10][register].
2. Obtain the registration application signed by the founder designated in the formation decision or the person authorised there, the decision and constituting documents approved by the founders, beneficial-owner information, the SA registrar information where relevant, and any additional act/opinion required by the applicable law. For a regulated field, the application declares the required prior approval and the registrar checks it through the prescribed data exchange. Beneficial-owner disclosure is required by article 7(1)(f); apply the statutory ownership and disclosure method below, rather than naming every shareholder or defaulting to the administrator. [Law 220 art. 7(1)–(1^1)][register].
3. For a foreign legal-entity investment, obtain the relevant registry extract and foreign constituting documents. Article 8(2^1) requires authorised Romanian translation and the applicable legalisation/apostille route, subject to actual treaty exemptions. Verify the document's origin and treaty rather than assuming all foreign or CIS documents are exempt. [Law 220 arts. 7(4), 8(2^1)][register].
4. Submit Romanian documents electronically with the prescribed electronic signatures, on paper at the registrar or by registered post. A representative needs the legally valid authenticated power or qualifying electronic-register authorisation. The registrar can obtain official electronic information directly where article 8 permits; keep the receipt listing the application number/date, submitted documents and planned release date. [Law 220 art. 8][register].
5. Pay the applicable registration charge and retain the complete-payment confirmation. Processing follows payment as specified in article 7(5). The registrar checks the file and issues registration or a reasoned refusal. Preserve the decision, statute and register information; the assigned **IDNO is also the entity's fiscal code**. The one-stop procedure transmits registration data for tax, statistical, medical and social records and gives the prescribed notice. This transmission does not prove a separate VAT-registration entitlement or fulfil every later filing. [Law 220 arts. 7(5), 11, 14][register]; [VAT Code art. 112][code].

For individual-entrepreneur registration, article 28 prescribes the application, article-8 submission route, identity/capacity verification and one-stop notifications. Do not apply the company statute/capital checklist mechanically to an individual. A person already registered as an individual entrepreneur, or judicially disqualified from the activity, engages article 30's refusal conditions. The current individual tariff and the ordinary application fields are supplied below; profession-specific authorisations remain separate. [Law 220 arts. 28–30][register].

### Complete the actual company application and formation declaration

The current ASP SRL checklist links application **3-5**, its completion instructions and the founding documents. Its two application pages and all five instruction pages were retrieved and visually inspected. Reconcile the application, formation decision, statute, capital/ownership schedule and actual signatories before submission. The selected checklist also requires beneficial-owner information and the specified self-declaration concerning unextinguished tax-evasion convictions; choose the actual founder/administrator role and applicable current form. The role-specific conviction declaration and separate administrator eligibility tests are mapped above; case-specific criminal-record expiry, rehabilitation and foreign-record recognition are not determined by a blank form. [ASP selected SRL checklist][asp]; [application][companyform]; [instructions][companyinstructions]; [Law 220 arts. 7–8][register].

| Application fields | Completion method |
|---|---|
| Date, requested service, fields 1–5 | Actual filing date and requested 24-hour/four-hour track; full name matching the reservation certificate, abbreviated name, full legal form, actual fixed/unlimited duration, registered office and valid contacts |
| Administrator, field 6 | Complete the natural-person or legal-person branch as applicable. For a legal-person administrator, provide its current registry/foreign-registry data and the natural representative’s identity. Record the actual appointment term; the form does not itself authorise every administrator arrangement |
| Collective administration and bodies, fields 7–10 | If there are several administrators, identify each. Complete the applicable management, supervisory and control bodies with names/IDNPs, consistently with the statute and the actual governance requirements |
| Activities and capital, fields 11–12 | Actual CAEM-2 code/name and the separately prescribed wording for licensed activities. Enter subscribed capital in MDL; the instructions’ illustrative **1,000 lei** is an example, not an SRL statutory minimum or evidence of payment |
| Founders, field 13 | Complete each applicable natural/legal-person branch; repeat it for each founder and remove the inapplicable branch as instructed. Record identity or registry data, the foreign entity’s governing law where relevant, and each actual participation percentage |
| Beneficial owners, field 14 | Identify the natural persons under current Law 308 article 5^2, their identity/residence details and interests held/controlled. The founder’s percentage and the ultimate beneficial owner’s interest are separate facts |
| Supporting documents, approval and signature | List the actual attachments. Complete the prior-approval declaration only when applicable legislation requires that approval, naming the approval and authority. The designated founder/authorised person signs; if there are several applicants, instruction 24 requires all their signatures. Keep authority, signed documents and the accepted filing confirmation |

Application 3-5 acknowledges one-stop registration and repeats a **30-day** company register-change undertaking. It does not prove that an actual company has been registered, that a licence has been granted or that every later tax/accounting obligation is fulfilled. Distinguish ordinary company changes measured from the decision under Law 220 article 16 from beneficial-owner updates measured from the change under Law 308 article 14. [Application page 2][companyform]; [instructions points 6–24][companyinstructions]; [Law 220 art. 16][register]; [Law 308 art. 14][aml].

For formation, the ASP checklist identifies **BE-1 for an individual founder** and **BE-2 for a legal-entity founder**. Each founder, or its properly authorised representative, submits its own signed declaration at constitution. After constitution, ASP’s published procedure names the administrator or designated resident natural person as signer. The actual BE-1 and BE-2 core forms, **pages 1–2 of each**, were read and visually inspected; their five-page PEP annexes were not fully verified. [ASP checklist][asp]; [ASP signer guidance][bofaq]; [BE-1][companybe1]; [BE-2][companybe2].

BE-1 records the individual founder and its interest; BE-2 records the founding entity, its administrator and the ownership chain. Follow that chain to natural persons and retain the actual supporting evidence. Both forms distinguish identified beneficial owners and control through other means from the conditional administrator fallback. Complete the applicable identity/interest/control and PEP sections, annex list, signature and date; unused fields are crossed out as the notes require. The notes request interests to **two decimal places**; this presentation rule does not decide the statutory threshold or permit exclusion of other control. Foreign-document legalisation, travel-document evidence and treaty exceptions still require their actual applicable route. [BE-1/BE-2 core pages and notes][companybe1]; [BE-2][companybe2]; [Law 308 art. 5^2][aml]; [Law 220 arts. 7–8][register].

### Identify the beneficial owner and keep the correct update clock

Use **Law 308 of 22 December 2017**, current consolidation amended by Law 146/2026 effective **13 August 2026**. Its publication date in 2018 does not change the enactment year. The agency’s individual-service “308/2018” reference and older application footnotes do not replace the current statute. [Current Law 308 heading, arts. 5^2, 8^1, 14][aml].

For an ordinary private commercial company, article 5^2 identifies the natural person who ultimately owns/controls the client or on whose behalf/in whose interest the activity or transaction occurs. Test direct/indirect ownership and control through other means. **25% plus one share**, or **more than 25% of capital**, are the stated ownership indicators; exactly 25% does not itself meet the capital indicator, and a lower holding does not exclude control through other means. The administrator fallback applies only after exhausting all possible means, no owner/controller being identified and no grounds for suspicion. Record the work and evidence; do not automatically list the administrator because a corporate shareholder or fragmented ownership makes tracing inconvenient. Trusts, noncommercial bodies and other legal structures have article 5^2(2)’s own categories. [Law 308 art. 5^2(1)–(2)][aml].

Article 14 requires adequate, accurate, current beneficial-owner information and benefit-interest details. Companies and individual entrepreneurs designate a **resident natural person** responsible for providing/updating it. Submit beneficial-owner changes to ASP within **30 days from the change**, as article 14(2) and ASP’s specific guidance expressly state for both populations. This is separate from an individual entrepreneur’s ordinary **three-day** register-data-change duty and a company’s ordinary 30-day-from-decision duty. If an event also changes other register data, schedule every required filing and meet the earliest applicable duty; do not delay an ordinary individual-register change until the beneficial-owner deadline. [Law 308 art. 14(2), (2^1), (3^1)][aml]; [ASP specific beneficial-owner deadline][bofaq]; [Law 220 arts. 16, 29][register].

ASP’s beneficial-owner register duty has article 14(1)’s exclusions for public institutions/authorities, State/municipal enterprises and wholly or majority State-owned companies. Ordinary private SRL registration is prohibited without beneficial-owner data or with false/incomplete information under article 14(3). A filed declaration is therefore neither optional nor proof that the ownership analysis was correct. [Law 308 art. 14(1), (3)][aml].

ASP publishes an electronic filing route through RSUD, using Romanian electronic documents and the prescribed qualified electronic signatures. Its guidance says to complete the system fields, attach the appropriate signed declaration/supporting documents, sign the generated request and finalise the order. The published online beneficial-owner service is free; the counter service uses the applicable statutory tariff. Save the actual submission and acceptance/registration evidence. These are read agency instructions, not a portal test or a filed application; the ordinary company/individual post-formation applications and declarations are mapped below; the actual discrepancy-removal procedure remains a separate check. [ASP channels, online steps and signer guidance][bofaq]; [Law 220 art. 8][register].

### File post-formation ownership and register changes

Select the application and the separate beneficial-owner declaration by legal form and filing event. ASP’s current catalogue identifies **3-11** for company beneficial-owner register changes, **3-22** for individual-entrepreneur register changes, and **BE-3** for a company after constitution, including changes, reorganisations and deregistration. **BE-4 is for noncommercial constitution**; it is not the company’s post-formation declaration. Individual entrepreneurs use **BE-8**. [ASP catalogue][boforms]; [company application][companyupdate]; [individual application][iiupdate]; [BE-3][companybe3].

For company application 3-11, enter the actual filing date, registered full name, IDNO and its date, requested **24-hour/four-hour** service, each natural beneficial owner’s identity-document/birth/citizenship/domicile/residence/contact data, and the percentage held or controlled. List the actual supporting documents and sign as administrator or lawful representative; collective administration follows the authority in the constituting document. Instructions 6–12 require applicable fields, valid identity data and article-17 supporting documents. Their ordinary 24-hour working-day clock starts on the working day following presentation of the necessary documents; it does not promise same-calendar-day completion. The application’s contact and signature fields must also be completed. [3-11 application][companyupdate]; [instructions points 6–12][companyupdateinstructions]; [Law 220 arts. 16–17][register].

The separate BE-3 core identifies the administrator or article-14(2^1) designated person and, for a designation, the act’s name, number and date. Complete **section I** for identified natural owners/controllers, or **section II** only if the current statute’s exhausted-means/no-suspicion administrator fallback is actually met. Cross out unused fields, repeat owner sections as necessary and give direct/indirect interests to **two decimal places** without changing the legal ownership test. Record the chain and other means of control, answer the actual PEP/family/close-associate questions, list evidence, and sign/date the declaration. Its core notes describe foreign-entity and foreign travel-document evidence; match the actual legalisation/exemption route rather than assuming every foreign document has the same treatment. Only BE-3’s **first two of seven pages** are verified here; the attached national PEP list is not certified as current. [BE-3 pages 1–2 and notes][companybe3]; [Law 308 arts. 5^2, 8^1, 14][aml].

For individual application 3-22, enter the actual filing date, entrepreneur’s name, IDNO/date, requested service, the specific changes, beneficial owner’s natural-person identity/residence/contact fields, actual attachments, signature and contact details. Instructions 7–13 describe these fields and the entrepreneur/legal-representative signature. Their point 6 instead refers to a corporate administrator’s representative, although the document heading and actual application concern individual entrepreneurs: that inconsistent sentence does not change the filing population. Instruction 12 points to article 28, but current article 29 expressly requires the approved change application and the document confirming the changed data. The entrepreneur files within **three days from the change**; the registrar decides registration/refusal within **three working days from submission**. The form’s generic 24-hour/four-hour service fields and instruction footnote do not replace that statutory change-decision rule or prove an accepted urgent-service commitment. [3-22 application and notes][iiupdate]; [instructions points 6–13][iiupdateinstructions]; [Law 220 arts. 28–29][register].

The individual form’s **three-day** ordinary register-change note and BE-8’s **30-day** beneficial-owner undertaking remain separate duties under the laws and specific ASP guidance explained above. Preserve the actual change date, other affected register fields, authority, signed applications/declarations, attachments and accepted registration evidence. A blank form’s warning is not proof of compliance or a complete current penalty analysis. [3-22 note 2][iiupdate]; [BE-8][iibe8]; [Law 220 art. 29][register]; [Law 308 art. 14][aml]; [ASP specific deadline guidance][bofaq].

Do not substitute application **3-34** for discrepancy clearance. Its actual heading and request concern data **entered provisionally** in the State register, and neither that blank form nor the catalogue establishes the statutory procedure for removing an article-5^2 discrepancy notation. The approved notation/removal procedure and any required separate form remain unverified. [3-34 actual form][provisionalupdate]; [Law 308 art. 5^2(3)–(7)][aml].

### Keep registration disclosure separate from bank and adviser due diligence

Identify the party owing the duty. Banks and the other entities in Law 308 article 4, including its specified professional/accounting/tax-advice populations, have customer-due-diligence duties; registration does not make every ordinary private company a reporting entity. At the start of a business relationship, the reporting entity verifies customer identity from reliable independent sources, identifies/verifies the natural beneficial owner and ownership/control structure, checks representatives’ identity/authority, understands purpose/nature and performs ongoing monitoring. Clients provide the required evidence and update changed beneficial-owner information. Article 14(8) prohibits exclusive reliance on registrar data. An ASP extract therefore does not guarantee that a bank will open an account. Actual bank procedures and risk decisions remain case-specific. [Law 308 arts. 4, 5(1)(a), (2), (5), (7), 14(8)][aml].

For PEPs, apply article 8^1’s public-function, family and close-associate definitions and actual role dates. Reporting entities obtain senior-management approval, establish the source of the involved property/wealth and apply enhanced ongoing monitoring under article 8(5). For **12 months after leaving the important function**, they take the heightened risk into account; afterward a risk assessment determines whether specific PEP risk persists. The forms’ lookback question does not certify automatic risk expiry or replace that assessment. The current national-role list, foreign-role evidence and client-specific screening still need their actual sources. [Law 308 arts. 8(5), 8^1][aml].

If a reporting entity finds a discrepancy between registry beneficial-owner data and the client’s information during due diligence, article 5^2(3) requires notice to **SFS and ASP within five working days**, the stipulated restriction on transactions/relationships and an immediate request for the client to update the data. The authorities have their separate five-working-day notation/removal duties and the register-change restriction in paragraphs (4)–(5). Do not confuse these duties with the client’s ordinary 30-day update ceiling or a general permission to keep transacting while the discrepancy is unresolved. Actual notation/removal forms and the approved operational procedure remain unverified. [Law 308 art. 5^2(3)–(7)][aml].

### Complete the actual individual-registration application

The ASP individual-registration page links the current **3-6 application**, its separate instructions and **BE-8** beneficial-owner declaration. The application’s two pages, all three instruction pages and the declaration’s first page were retrieved and visually checked. These are blank filing templates, not a filed application or proof that an applicant qualifies. The company application, formation BE-1/BE-2 core forms and ordinary post-formation forms are mapped above. [ASP page][aspii]; [application][iiform]; [instructions][iiinstructions]; [BE-8][iibe8].

| Application part | Completion method from the actual form/instructions |
|---|---|
| Submission and service | Enter the actual submission date and requested **24-hour or four-hour** track. The ordinary working-day clock is distinct from the date the applicant types on the form |
| Individual identity | Name, personal identification number and valid identity-document data; domicile with postal code, street/building/apartment, locality/district and country; legible valid email and working phone/fax details |
| Legal form and activities | The form states **individual entrepreneur**. Enter the actual CAEM-2 activity code and name; instruction 12 separately addresses the wording for licensed activities. Neither the form nor an activity code grants the required licence |
| Beneficial owner | Complete the named person’s identity, birth and identity-document details, citizenship, domicile, residence country and contact fields using actual evidence. Do not substitute a corporate shareholder’s name for the required natural-person identification |
| Professional office and duration | Complete the professional-office address **only if different from domicile**. Enter the actual expiry date for a fixed term, or unlimited duration as applicable |
| Attachments and signature | List the supporting documents, reconcile the payment proof and beneficial-owner information on the current ASP checklist, and obtain the applicant’s or duly authorised representative’s signature. Apply the actual representation rule; a name typed into the form does not establish authority |

The form acknowledges one-stop fiscal, statistical, medical and social registration and warns about false/incomplete information. Keep the accepted filing/registration confirmation; the acknowledgement is not evidence that this particular applicant has been registered. Form 3-6’s note repeats the **three-day** register-data-change duty already in Law 220 article 29. [Application pages 1–2][iiform]; [instructions points 6–17][iiinstructions]; [Law 220 arts. 28–30][register].

**BE-8 is a separate declaration.** Its first page distinguishes the entrepreneur from a designated declarant and asks for the designation act’s name, number and date where applicable. It identifies the entrepreneur and natural-person beneficial owner, asks the stated PEP/family/close-associate questions and requires signature/date. The form says its annex is not attached when the PEP answer is “No”. Its printed **30-day** beneficial-owner-update undertaking is now directly confirmed by current Law 308 article 14(2) and ASP’s specific guidance for individual entrepreneurs. Keep that duty separate from ordinary three-day register changes as explained above. The statute supplies the current ownership, resident-designation and PEP method; the form’s checklist and older instruction footnote do not replace it. Only BE-8 page 1 is used here; its five-page PEP annex has not been fully verified. [BE-8 page 1][iibe8]; [application note 3][iiform]; [Law 220 art. 29][register].

The ASP page’s general-information reference says “Law 308/2018”, while its document list and BE-8 identify Law **308/2017**. Retain the inconsistency and use the actual applicable law before completing an ownership analysis. Do not treat that unreconciled year reference or the incomplete footnote as a replacement for current legislation. [ASP checklist/general information][aspii]; [BE-8][iibe8].

## Deadlines and filing

| Continuing obligation | Method and deadline | Primary source |
|---|---|---|
| SRL contribution payment | Track each member's subscribed amount and full payment within six months of registration | [Law 135 art. 22][srl] |
| Ordinary company-register changes | Submit within **30 days** of the decision; article 16(2^1) has distinct triggers for in-kind capital increases, share issues and SA reorganisations | [Law 220 arts. 16–17][register] |
| Beneficial-owner changed data, covered company or individual entrepreneur | Adequate/current ownership and benefit-interest information; file the update within **30 days from the change**, with a resident natural person responsible for providing/updating it | [Law 308 art. 14(2), (2^1)][aml]; [ASP specific guidance][bofaq] |
| Individual-entrepreneur changed data | Application and proof within **three days** of the change; registrar decision within **three working days** after submission | [Law 220 art. 29][register] |
| Accounting | Continuous from registration to liquidation; determine the legal entity/category, reporting framework and accounting policy | [Accounting Law arts. 2, 4–5, 18][accounts] |
| Annual individual financial statements | Present to owners and **BNS**: public-interest entities within **120 days**, other covered entities within **150 days** after the period's last day, with management/auditor reports as applicable | [Accounting Law art. 33(1)–(4)][accounts] |
| Consolidated accounts where required | Parent presents/publishes within **180 days** after the period's last day; assess the actual consolidation obligation | [Accounting Law art. 33(6)][accounts] |
| Ordinary annual corporate tax | By the **25th of the third month** after the income-tax period; for the ordinary calendar year, 25 March. Do not substitute the accounts deadline | [Code arts. 12^1, 83(4)(a), 87][code] |
| VAT/payroll and annual payer reports | Apply the actual VAT/payer status, transaction/payment/accrual period and approved form in the connected Guides | [Code arts. 92, 114–115][code] |

Accounting is kept in Romanian and national currency, with foreign-currency transactions also recorded in that currency under the standards. Article 5 distinguishes abbreviated, simplified, complete and IFRS reporting, and the pre-VAT individual cash-accounting route without financial statements. Determine the entity size from article 4's actual asset/sales/employee tests and category-change rules, not the incorporation label alone. New non-public-interest entities have article 21(7)'s first-period choice. The reporting period is ordinarily the calendar year; article 24 lists first-year, parent-aligned, reorganisation/liquidation and Ministry exceptions. [Accounting Law arts. 4–5, 7, 21, 24][accounts].

The responsible person signs before presentation. Mandatory audit includes medium/large entities, public-interest entities, other legally specified entities and the prescribed consolidated accounts. Audited statements and related management/audit reports are published on the entity's website within the article-33 deadline and remain available at least **five years**. The stated suspension exception is in article 33(6^1). A routine tax return is not a substitute for those accounts or audit/publication duties. Actual BNS/SNC templates, public-interest classification and a taxpayer's precise deadline-rollover calculation remain separate checks. [Accounting Law arts. 18, 31–33][accounts].

Use the [corporate](md-corporate-income-tax.md), [individual](moldova-income-tax.md), [VAT](moldova-vat.md), [payroll](moldova-payroll.md) and [social/medical](moldova-social-contributions.md) methods for tax compliance. Obtain the chosen bank's actual account-opening/KYC requirements after establishing the entity and authorised signatories.

## Penalties and interest

Missing required documents, non-compliant constitution, statutory restrictions and the other article-13 grounds can produce a reasoned registration refusal. The registrar cannot refuse merely for inexpediency; after curing the grounds the applicant can reapply, and refusal can be challenged in court. Article 4(8) states the prescribed non-refund rule. False formation information engages Law 135 article 19's joint liability, subject to its knowledge condition; failure to pay a subscribed contribution engages article 9(4) and article 22. General registration/accounting breaches carry the liability specified by the applicable law. This Guide supplies no invented universal registration fine. Tax late charges and filing sanctions follow the relevant tax Guide and actual debt. [Law 220 arts. 4(8), 13, 38][register]; [Law 135 arts. 9, 19, 22][srl]; [Accounting Law art. 34][accounts].

## Cross-border points

Retain the foreign founder's legal identity and authority, beneficial owners, translated/authenticated documents and the actual applicable treaty. Incorporation alone does not determine individual tax residence, foreign-company residence, permanent establishment or treaty entitlement. Screen where management, work and income occur using the [cross-border Guide](md-cross-border.md) and current Code scope; sector approvals and immigration/right-to-work questions need their own applicable rules. [Law 220 arts. 7–8][register]; [Code arts. 5, 13–14, 71–79^3][code].

## Two worked examples that recompute

### 1. Standard and urgent company-registration tariffs

Assume one ordinary company application, no fee relief and no separately priced services. The listed standard service costs 1,149 MDL; the four-times urgent fee is 4,596 MDL, an increase of 3,447 MDL. This is not a professional-service quote or a guarantee that a defective/incomplete file finishes within four hours. [ASP tariff][asp]; [Law 220 arts. 4–5, 7–8][register].

```oa-check
name: Moldova 2026 ordinary versus urgent company-registration tariff
inputs:
  ordinary_fee: 1149
  urgent_multiplier: 4
steps:
  urgent_fee: ordinary_fee * urgent_multiplier
  fee_increase: urgent_fee - ordinary_fee
expected:
  urgent_fee: 4596
  fee_increase: 3447
```

### 2. Subscribed SRL contributions and a separate SA capital screen

Assume an SRL statute subscribes 100,000 MDL; members have paid 40,000 and 35,000. The outstanding amount is 25,000 MDL and remains subject to the six-month rule. Separately, an ordinary SA proposal using only 20,000 MDL of capital is 580,000 MDL below the current 600,000 MDL article-38 floor. These assumptions do not establish the full SA formation/securities procedure or a sector's separate capital requirement. [Law 135 arts. 21–23][srl]; [Law 1134 art. 38][sa].

```oa-check
name: Moldova 2026 subscribed SRL balance and general SA capital screen
inputs:
  srl_subscribed: 100000
  first_paid: 40000
  second_paid: 35000
  sa_proposed: 20000
  sa_minimum: 600000
steps:
  srl_paid: first_paid + second_paid
  srl_outstanding: srl_subscribed - srl_paid
  sa_shortfall: max(0, sa_minimum - sa_proposed)
expected:
  srl_paid: 75000
  srl_outstanding: 25000
  sa_shortfall: 580000
```

## Ask the client first

Obtain the activities and regulated permissions; founders' legal form, countries, ownership/control and authority; actual office, management and work locations; desired governance, investment and liability arrangements; capital, contribution types/payment dates and any in-kind valuation; proposed registration channel/urgency and relief grounds; VAT, employees and existing registrations; accounting assets/sales/headcount/group and public-interest status; bank and foreign-document requirements. Use those facts to select the entity and procedure. Do not select an SRL, SA, individual or incentive solely from a headline tax rate.

## Sources

**Bounded source review, 31 October 2026.** The [independent review record](../../evidence/ledgers/md-country-evidence/independent-review/FINAL-REVIEW.md) covers the stated source/claim scope. Ordinary gaps below remain unresolved. This Guide remains a source-cited draft, without accountant attestation or comprehensive coverage.

Sources read 30 October 2026.

| Primary source | Scope actually read | Read date |
|---|---|---|
| [Law 135/2007, current consolidation][srl] | Selected SRL identity, constitution, statute, registration, documents, liability and capital/contribution articles; separate activity article 5 | 2026-10-30 |
| [Law 220/2007, current consolidation][register] | Selected current registration fee/document/submission/name/office/decision/refusal and continuing/individual procedure articles, including July 2026 version heading | 2026-10-30 |
| [Law 1134/1997, operative 2026 consolidation][sa] | SA scope/identity and article-38 capital; future 2028 version not adopted | 2026-10-30 |
| [ASP current company-registration tariff][asp] | Expanded standard/urgent tariff table and relief footnote, not all service prices or attached forms | 2026-10-30 |
| [Accounting Law 287/2017, operative consolidation][accounts] | Scope, categories, framework, language/currency, responsibility, statement content/period, signing, audit, filing/publication and liability; future 2027 version not adopted | 2026-10-30 |
| [Current Fiscal Code][code] | Selected income-tax period, category/deadline, VAT and payer-reporting rules retained in the core tax ledgers | 2026-10-30 |
| [Civil Code, operative April 2026 consolidation][civil] | Articles 199 and 246–249; actual legal-administrator representative and conditional subscription-release method; future 2027 versions excluded | 2026-10-30 |
| [SME Law 179/2016, operative January 2026 consolidation][smerelief] | Articles 3–5 and 15; debutant population, microenterprise/FX classification and statutory fee exemption, not every support-programme procedure | 2026-10-30 |
| [Law 39/2006, latest displayed consolidation][zone39] | Listed geographic population and registration-fee relief in arts. 1–3; other special-zone tax provisions are not certified by this use | 2026-10-30 |
| [Noncommercial Organisations Law 86/2020][noncommercial] | Scope and art. 13, particularly registration/statute-change and name-service relief in paragraphs (3)–(5) | 2026-10-30 |
| [Enacted HG 707/2025][hg707] | Points 2 and 3, including 3.3: specific free electronic beneficial-owner service, referenced clock and commencement | 2026-10-30 |
| [HG 966/2020, operative October 2026 consolidation][tariff966] | Introductory tariff/relief approvals and funding method; no verification of every attached tariff | 2026-10-30 |
| [ASP founder conviction declaration][founderconviction] and [administrator/founder declaration][entityfounderconviction] | Each one-page blank form read in full and visually inspected; actual role fields and statement, not a criminal-record certificate | 2026-10-30 |

**Not yet confirmed:** actual discrepancy-notation/removal forms and approved operational procedure; other entity-specific declaration variants beyond the company/individual forms mapped here; full constitution/model; case-specific conviction expiry, rehabilitation and foreign-record recognition beyond the sourced founder declaration and SRL administrator tests; current national PEP-list/foreign-role screening and complete reporting-entity AML operations beyond the sourced ownership, disclosure and due-diligence interface; remaining fee-relief support-instrument/first-year evidence and urgent-track handling, other unquoted service tariffs; bank-specific account-opening/KYC procedure; full SA constitution/securities-registration and sector-capital/permit requirements; detailed BNS/SNC templates, public-interest determination and individual deadline rollover; all 2026 historical formation/amendment transitions and cross-border document treaty exemptions. The old SRL 1 MDL example, SA 20,000 MDL minimum, approximate fee and universal one-day completion were not retained as certified rules. Their subjects remain in the current method or precise gaps. No most-common-entity statistic, comprehensive country coverage or accountant attestation is claimed.

Actual ASP individual application (two pages), instructions (three pages), BE-8 first page, individual-registration tariff and name-service tariff/requirements read 30 October 2026. No full PEP-list or portal validation is claimed.

Actual company application (two pages), completion instructions (five pages), BE-1/BE-2 core pages (two each), selected ASP SRL checklist, ASP beneficial-owner guidance and current Law 308 articles 4–5, 5^2, 8, 8^1 and 14 read 30 October 2026. The latest displayed consolidation is effective 13 August 2026.

Post-formation company application 3-11 (one page), its instructions (three pages), individual update application 3-22 (one page), its instructions (three pages), BE-3 core (pages 1–2 of seven), provisional-data form 3-34 (one page) and their actual ASP catalogue entries were read 30 October 2026. Eleven pages were rendered and visually inspected. These blank forms do not verify the separate discrepancy-clearance procedure, current PEP annex or a live portal submission.

The current Civil Code articles 199 and 246–249, SRL Law articles 69–72, SME Law articles 3–5 and 15, Law 39/2006 and the operative tariff-regulation introduction were read 30 October 2026. The two conviction declarations were read in full and visually inspected. Only the specific rules applied above are supplied; source presence does not verify every programme, criminal-record procedure or special-zone tax treatment.

[civil]: https://www.legis.md/cautare/getResults?doc_id=150498&lang=ro
[founderconviction]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/7/7-16.pdf
[entityfounderconviction]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/7/7-17.pdf
[smerelief]: https://www.legis.md/cautare/getResults?doc_id=149777&lang=ro
[zone39]: https://www.legis.md/cautare/getResults?doc_id=139813&lang=ro
[noncommercial]: https://www.legis.md/cautare/getResults?doc_id=129338&lang=ro
[hg707]: https://www.legis.md/cautare/getResults?doc_id=151514&lang=ro
[tariff966]: https://www.legis.md/cautare/getResults?doc_id=155586&lang=ro
[boforms]: https://www.asp.gov.md/ro/informatii-utile/formulare-tip/3-7-8
[companyupdate]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-11.pdf
[companyupdateinstructions]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-11.instructiuni.pdf
[iiupdate]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-22.pdf
[iiupdateinstructions]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-22.instructiuni.pdf
[companybe3]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/7/7-7.pdf
[provisionalupdate]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-34.pdf
[companyform]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-5.pdf
[companyinstructions]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-5.instructiuni.pdf
[companybe1]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/7/7-5.pdf
[companybe2]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/7/7-6.pdf
[aml]: https://www.legis.md/cautare/getResults?doc_id=155856&lang=ro
[bofaq]: https://www.asp.gov.md/ro/servicii/intrebari-frecvente?grup=2718
[aspii]: https://www.asp.gov.md/ro/servicii/persoane-juridice/inregistrare-afacere/211-3-ii
[aspname]: https://www.asp.gov.md/ro/servicii/persoane-juridice/inregistrare-afacere/223
[iiform]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-6.pdf
[iiinstructions]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/3/3-6.instructiuni.pdf
[iibe8]: https://www.asp.gov.md/sites/default/files/servicii/formulare-tip/7/7-12.pdf
[srl]: https://www.legis.md/cautare/getResults?doc_id=153674&lang=ro
[register]: https://www.legis.md/cautare/getResults?doc_id=155438&lang=ro
[sa]: https://www.legis.md/cautare/getResults?doc_id=154797&lang=ro
[asp]: https://www.asp.gov.md/ro/servicii/persoane-juridice/inregistrare-afacere/211-1
[accounts]: https://www.legis.md/cautare/getResults?doc_id=140124&lang=ro
[code]: https://www.legis.md/cautare/getResults?doc_id=157050&lang=ro

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-10-31. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `md-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/md-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.