Doing business in Moldova involves a relatively straightforward company registration process, a supportive legal framework for foreign investment, and competitive tax rates.
Here is a general overview and steps for setting up a business in Moldova:
1. Choose a Business Structure
The most common legal forms for foreign investors are:
- Limited Liability Company (Societate cu Răspundere Limitată or SRL):
- The most popular choice due to its flexibility and simplicity.
- Requires at least one director and one shareholder of any nationality.
- Minimum share capital is relatively low (around MDL 5,400 or approx. $300-$400).
- Provides limited liability protection for the owners.
- Joint-Stock Company (Societate pe Acțiuni or SA):
- Suitable for larger businesses that plan to raise capital publicly.
- Requires a higher minimum share capital (around MDL 20,000 or approx. $1,100).
- Branch or Representative Office:
- Branch: Can conduct commercial activities, but the parent company retains full liability.
- Representative Office: Only allowed to conduct non-commercial activities like market research or promotion.
2. Company Registration Steps (for an SRL)
Moldova utilizes a “one-stop shop” system managed by the Public Services Agency (Agenția Servicii Publice or ASP), which aims to unify the registration process for business, tax, and social records.
- Name Reservation: Check and reserve a unique company name with the ASP. This can often be done online or physically.
- Draft Founding Documents: Prepare the Articles of Association/Statute. For foreign founders/directors, certified copies of passports and an apostilled Extract from the Register (if the founder is a legal entity) will be required, often with a notarized translation into the state language (Romanian).
- Deposit Share Capital (if applicable): While some sources suggest a minimum capital (e.g., MDL 5,400 for an SRL), you may need to open a temporary bank account to deposit this initial capital.
- Submit Registration Application: Submit the required documents and application form to the ASP. The process is quick, often completed within 24 hours (regular procedure) or 4 hours (expedited procedure).
- Obtain IDNO: Upon registration, the ASP automatically assigns the State Identification Number (IDNO), which serves as the Taxpayer ID and registers the company with the State Tax Service, National Social Insurance, and Health Insurance offices.
- Open Corporate Bank Account: After official registration, open a permanent corporate bank account.
- Obtain Permits/Licenses: Check if your specific business activity requires any sector-specific permits or licenses (e.g., for finance, food, transport).
- Register Employees: Register employees with the National Social Insurance Office before they start work.
3. Key Business and Tax Environment Details
- Corporate Tax: The standard Corporate Income Tax (CIT) rate is generally 12%.
- VAT: The standard Value Added Tax (VAT) rate is 20%.
- Foreign Investment: Moldova welcomes foreign investment. Foreign investors generally have the same rights as local entities and can own 100% of a business in most sectors.
- IT Park: The country offers significant incentives for IT companies through the Moldova IT Park, which offers a simplified, single tax regime of 7% of sales revenue (instead of standard taxes like corporate tax, income tax, social security contributions, etc.). This regime is extended until 2035.
- Free Economic Zones (FEZs): Moldova has several FEZs and Industrial Parks that offer fiscal and customs incentives, including exemptions from customs duties and VAT for goods imported into the zones.
- International Agreements: Moldova is a member of the WTO and has a Deep and Comprehensive Free Trade Area (DCFTA) agreement with the EU, providing access to the EU market.
Disclaimer: This is a general guide. For specific legal, tax, and accounting advice tailored to your business, it is strongly recommended to consult with a local professional lawyer or consulting firm.