Regulations for Business

Moldovan legislation is under continuous modification with the aim of harmonisation with EU regulations.
Competition Policy

The competition legal framework is formed by the newly-adopted Law on competition and the Law on state aid.

The Law on competition provides the legal framework for the protection of competition. It particularly covers the allowance and / or control of mergers, abuse of dominant position, unfair competition, as well as being aimed at preventing and countering anti-competitive practices. The secondary legislation supporting the implementation of the law was approved in 2013.

The Law on state aid entered into force in August 2013. It provides for the legal framework for the methods of authorising, monitoring and reporting state aid granted to individuals and legal entities in all areas of the national economy, except agriculture, in order to maintain a normal competitive environment. Any state aid is offered subject to preliminary approval of the Competition Council.

The Competition Council is entitled to supervise compliance with competition and state-aid provisions, initiate the examination of any alleged breaches of competition legislation, by its own motion or at the request of any individual or enterprise affected by the alleged infringement. Upon the violation of the Law, the Competition Council is entitled to request termination of the infringement to prescribe behavioural or structural remedies and / or apply fine.

The aim of the new legal framework is to maintain a competitive market and is particularly intended to implement EU provisions into national law.

Consumer protection

Consumer legislation contains provisions on the safety of consumers, liability of producers and sellers for breaches of the law and their contractual obligations, procedure for concluding contracts, establishing the shelf-life of food and non-food products, replacement of products or reimbursement of their cost, etc.

The Agency for Consumers Protection is the competent authority in this field. The recent amendments to the Moldovan competition legislation transposed certain provisions of the EU legislation, e.g. concerning unfair business-to-customer commercial practices, unfair terms in consumer contracts.

Price Controls

There are certain areas in which the Government establishes a limit on the prices for products and services, such as for state-owned land and mineral resources, transport and post services, medicines, natural gas, heating and electrical energy, etc. The state usually intervenes in the formation of prices by limiting the trade mark-up.

Patents, trademarks and copyrights

The laws regulating intellectual property in Moldova mainly cover patents on inventions, copyright and other related rights, industrial design protection, trademarks and appellations of the origin of goods, plant variety protection and the protection of integrated circuit topographies.

The state regulatory body in charge of the legal protection of trademarks, patents and copyrights on the territory of the Republic of Moldova is the State Agency for the Intellectual Property (AGEPI).

The national legal framework in this area has been recently amended in order to achieve harmonisation with the provisions of European legislation. Moldova is a signatory to the International Convention Establishing the World Intellectual Property Organisation.

Real Estate

The ownership title and other real rights over immovable assets (e.g. servitude, usufruct, mortgage, etc.) are subject to registration in the Real Estate Register, held by the Cadastral Office. Information from the Real Estate Register is public and registrations performed in the Register are presumed to be authentic and complete, until the contrary is proved.

The ownership title over immovable assets is transferred from the seller to the buyer as of the registration of the transfer in the Real Estate Register.

Agricultural and forested lands can be bought only by the state, Moldovan citizens and Moldovan companies without any foreign investments in their statutory capital.

Establishing a Company

Legislation allows incorporation of a wide range of business entities, including wholly foreign-owned companies.
The most widespread forms are Limited Liability Companies (LLC) followed by Joint Stock Companies (JSC)
For a 100% investment, using an LLC tends to be more convenient. It is easier to establish and operate an LLC than a JSC
Forms of Business Entities

The following forms of business legal entities (for-profit) may currently be incorporated in Moldova:

  • Limited liability company (SRL / LLC);
  • Joint-stock company (SA / JSC);
  • General partnership;
  • Limited partnership;
  • Co-operatives.

In general, the form of business organisation does not influence the type of activity to be carried out by a legal entity. On the other hand, certain types of activity expressly provided by the law may be carried out only based on a license, issued by the public authorities. In some cases, the specific form of business organisation is regarded as a special requirement for obtaining a licence (e.g. only JSC may obtain licences for banking, insurance activities, etc).

The most widespread forms are limited liability companies and joint stock companies. From a foreign investor’s perspective, the choice usually tends to be either an LLC or a JSC. In specific circumstances for non-commercial activities a representative office may be considered.

Foreign legal entities and individuals may incorporate companies in Moldova (both LLC and JSC), either as sole shareholders owning 100% of the statutory capital or in partnership with a local company or individual.

Both LLC and JSC are legal entities liable for their obligations with all the assets they own. The shareholders are not liable for the company’s obligations. Accordingly, the company is not liable for the obligations of its shareholders. The JSC shares are regarded as securities and may be traded on regulated capital markets.

The minimum capital requirement for a JSC cannot be less than MDL 20,000 (approximately EUR 1,091). The share capital of a limited liability company is established by its shareholders in its articles of association and may be deposited within a period of six months.

Under Moldovan legislation, there is no concept of a registered commercial branch of a foreign entity. A representative office established in the Republic of Moldova by a non-resident company is not a legal entity and may not carry out entrepreneurial activity.

Registration Procedure

Establishing a business entity in Moldova involves registration with the State Register of Legal Entities held by the State Registration Chamber of the Ministry of Justice.

The State Registration Chamber registers LLC / JSC within five business days (general term) or four hours - one day (speed-up procedure) of submitting all the required documents.

The fees to be paid to the State Registration Chamber for the incorporation of an LLC vary between EUR 60 and EUR 130, depending on the procedure applied (general or speed-up). The costs for the incorporation of a JSC accordingly vary between EUR 75 and EUR 170[1].

The JSC shares need to be subsequently registered with the National Commission for Financial Market (NCFM). It takes 15 business days from the required documents being submitted. The fee for the registration of JSC shares is 0.4% of the amount of stock issue.

The “one-stop-shop” principle was introduced in 2010, under which the State Registration Chamber transfers the information on newly-incorporated entities to statistical and tax authorities, as well as to social and medical insurance authorities.

The “one-stop-shop” principle was introduced in 2010, under which the State Registration Chamber transfers the information on newly-incorporated entities to statistical and tax authorities, as well as to social and medical insurance authorities.

Authorisations and Permits

Certain types of activity may be carried out only based on a licence, issued by the public authorities. The list of activities subject to licensing is expressly provided by the Law on regulation by licensing of entrepreneurial activity. A licence may be obtained through an online platform recently launched by the Moldovan Licensing Chamber (www.servicii.gov.md).

The Nomenclature of permission documents has recently been approved. It is now forbidden to issue or to request any form of permission not included in the Nomenclature. The legal framework regarding the set-up and implementation of the one-stop-shop for entrepreneurs has also been approved. The purpose of setting up the one-stop-shop is to allow parties involved in entrepreneurial activity to receive standardised information and permission through a single point of reception.
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[1] The terms and fees above do not include the time / costs necessary for the preparation, apostillation and translation of documents, nor the timing necessary for the transfer of share capital.

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