Moldova: doing business with limited-liability companies made even easier

On 3 April 2014, the Parliament of the Republic of Moldova passed Act No. 53/2014 on amending and supplementing certain legal acts. Act No. 53 entered into force on 25 April 2014 and inter alia changed the Civil Code and Act No. 135/2007 on limited-liability companies. The effected changes have a direct and positive impact on the legal aspects that should be observed while incorporating and operating a business in Moldova.

Act No. 53 puts an end to the famous rule, which existed for more than 20 years, pursuant to which the minimum share capital of an LLC should constitute not less than MDL5,400 (£225) (or the equivalent in a foreign freely convertible currency). As of 25 April 2014, the founding shareholder or shareholders are free to decide the exact share capital of the incorporated LLC on their own.

Still, while benefiting from this freedom, shareholder(s) should bear in mind the following: (1) the exact size of the share capital should be specified in the statutes (constitutive act) of the LLC; (2) the set size of the share capital represents the value of the minimum assets an LLC should continuously hold — a failure to do so may result in the obligation to either reduce/increase the share capital or liquidate the LLC; (3) the share capital and the share(s) should be evenly divisible by MDL 1 — hence, practically the exact share capital may not constitute less than MDL 1; and (4) for particular types of activity (e.g. operating gambling businesses etc.), the law may require higher share capital (to be checked on a case-by-case basis)…

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