Shareholders
Founders and shareholders may be individuals or legal entities. After registration, founders become shareholders of the company.
SRL
Societate cu Răspundere Limitată
A legal form for business where the company exists separately from its shareholders and acts through an administrator.
Legal form
What is an SRL in Moldova: status, liability and company registration
An SRL in Moldova is a separate legal entity. After state registration, the company receives its own IDNO, registration documents, legal address, administrator and the right to sign contracts in its own name.
SRL meaning
An SRL is a legal entity with capital, participation shares and separate liability
An SRL is a commercial company with legal personality. Its share capital is divided into participation shares held by shareholders under the articles of association, and the obligations of the company are covered by the company assets.
From registration, the SRL acquires rights and obligations through its administrator. This is why it is important to define not only the name and CAEM activities, but also who will manage the company, how shares are distributed and which legal address will be used in the documents.
Core elements
What makes up an SRL as a legal structure
An SRL has shareholders, articles of association, legal address, CAEM activities, share capital, participation shares and an administrator. These elements are fixed during registration and later affect banking, taxes, contracts and future changes.
Articles
The document fixes the name, activity, capital, participation shares, legal address, management bodies and representation rules.
Legal address
The company address is stated in the articles and in the State Register. Changing it requires the registration of company changes.
CAEM activity
An SRL may carry out activities that are not prohibited by law. Some fields require a license, authorization or additional permits.
Capital and shares
SRL share capital is part of the corporate structure
The capital of an SRL is formed from shareholder contributions. A participation share reflects the shareholder interest in the capital, profit rights and voting, unless the articles provide specific rules within the law.
The capital may be set from 1 leu, but it should be selected consciously. For banks, partners, tenders or internal structure, a more stable model may be more appropriate.
Shareparticipation in capital and corporate rights
Contributioncash or in-kind contribution by a shareholder
Voteusually linked to the share, unless the document provides otherwise
Profitdistributed after taxes and shareholder decisions
Management
The SRL administrator represents the company and organizes activity
The administrator acts on behalf of the SRL, signs documents, organizes activity and communicates with the bank, accountants, tax authorities and partners. The administrator may be a shareholder or another appointed person.
During registration, the administrator should not be chosen formally, but based on how the company will actually work. Administrator data appears in registration documents and is used in legal and banking procedures.
After registration
An SRL must keep accounting, documents and corporate discipline
An SRL does not end with receiving the documents. The company must keep incorporation documents, shareholder decisions, internal documents, asset documents, accounting documents and beneficial owner data.
Decisions to make before opening an SRL
- who will be the shareholder and administrator;
- how participation shares are divided between shareholders;
- which legal address the company will use;
- which CAEM activities are needed at launch and for development;
- which tax regime fits the business model;
- whether VAT, IT Park, employees or accounting support are needed.
When an SRL is usually better than an ÎI
An SRL is usually chosen when the business plans to work with B2B clients, hire employees, bring in partners, work with banks, imports, VAT, IT Park or several activity directions.
If the activity is small and personal, an ÎI may sometimes be enough. When structure, liability, participation shares and growth matter, an SRL usually offers more flexibility.
Compare SRL and ÎI
FAQ
Frequently asked questions about SRL in Moldova
Short answers about the legal form, liability, shareholders, administrator and preparation for SRL registration.
An SRL is a limited liability company, a commercial legal entity. Its capital is divided into participation shares, and its obligations are covered by the assets of the company itself.
As a general rule, shareholders do not answer for the obligations of the SRL and bear the risk of losses within the value of their participation share. Exceptions may apply under the law or when contribution obligations are breached.
An SRL acts through its administrator. The administrator represents the company, signs documents, organizes activity and communicates with the bank, accountants, tax authorities and partners.
Yes. An SRL may be established by one or more individuals or legal entities, unless the law prohibits them from being shareholders of the company.
Before registration, it is important to define the name, legal address, shareholders, administrator, share capital, participation shares, CAEM activities, tax regime, VAT, IT Park, employees and accounting support needs.
An SRL separates the company assets from shareholder assets, structures participation shares, appoints an administrator and works with banks, partners, employees, VAT, IT Park and long-term contracts.
ASIP.MD helps open an SRL with the right legal structure
We analyze the future activity, select CAEM codes, prepare documents, arrange the power of attorney, support registration and hand over the document folder to the client in our office.