Frequently asked question

The procedure for winding up a legal entity involves two stages:

1. Dissolution of the legal entity and opening of the winding-up procedure.
2. Removal of the legal entity from the State Register of Legal Entities.

In order to enter the data in the State Register in the case of the dissolution of a legal entity, the liquidator submits the following documents to the state registration body:

• the application, in the form approved by the state registration body (it is generated at the state registration body and completed on the spot);
• the decision of the competent body of the legal entity on the dissolution of the enterprise and the designation of the liquidator (a citizen of the Republic of Moldova);
• the document confirming payment of the registration fee.

The following documents are submitted for the removal of the legal entity from the State Register:

• the application for removal, in the form approved by the state registration body (it is generated at the state registration body and completed on the spot);
• the liquidation balance sheet and the asset distribution plan, approved by the body or the court that designated the liquidator;
• a copy of the notice of the winding-up of the legal entity published in the Official Gazette of the Republic of Moldova.

The removal of the legal entity from the State Register is carried out no earlier than  2 months  after the publication of the notice on the winding-up of the legal entity in the Official Gazette of the Republic of Moldova, provided that it has no debts to the national public budget.

Legal basis: (art.223-238 of the Civil Code of the Republic of Moldova and Chapter V of Law no.220/2007 on the state registration of legal entities and individual entrepreneurs).

The concept of beneficial owner (hereinafter – BO) is defined in Article 5² of Law No. 308/2017 on the prevention and combating of money laundering and terrorist financing, as follows:

“The beneficial owner is any natural person who ultimately owns or controls the customer and/or the natural person on whose behalf or in whose interest an activity or transaction is carried out, directly or indirectly.

The concept of beneficial owner includes at least: 

1) in the case of legal entities with a profit-making (commercial) purpose:

a) the natural person/natural persons who ultimately own or control a legal entity, other than a company listed on a regulated market which is subject to information disclosure requirements in accordance with equivalent international standards ensuring appropriate transparency of information concerning the exercise of ownership rights, through the direct or indirect exercise of ownership rights over a shareholding or voting rights or through participation in the share capital of the respective legal entity, or through the exercise of control by other means.
Ownership by a natural person of 25% plus one share or participation of more than 25% in the share capital of a legal entity is a criterion for the direct exercise of ownership rights.
Ownership of 25% plus one share by another legal entity controlled by a natural person or by several legal entities controlled by the same natural person, or participation of such legal entity/entities in the share capital of a legal entity exceeding 25%, is a criterion for the indirect exercise of ownership rights;

b) the natural person holding the position of administrator of the customer, where, after exhausting all possible means and provided that there are no grounds for suspicion, no person is identified as a beneficial owner;

2) in the case of trusts or similar legal arrangements, all natural persons, as follows:

a) the settlor/settlers, as well as the persons appointed to represent their interests in accordance with the law;
b) the trustee/trustees;
c) the protector/protectors (if any);
d) the beneficiary/beneficiaries of the trusts or similar legal arrangements or, where their identity has not yet been identified, the category of persons in whose principal interest the trust or similar legal arrangement is established or operates;
e) any other natural person who ultimately exercises control over the trust or similar legal arrangement through the direct or indirect exercise of ownership rights or by other means;

3) in the case of non-commercial organizations, the natural person/natural persons who ultimately exercise control over the non-commercial organization;

4) in the case of legal entities other than those provided for in points 1)–3), and entities that administer and distribute funds:

a) the natural person who is the beneficiary of at least 25% of the assets, respectively shares or stocks of a legal entity or an entity without legal personality, where the future beneficiaries have already been identified;
b) the group of persons in whose principal interest a legal entity or an entity without legal personality is established or operates, where the natural persons benefiting from the legal entity or entity have not been identified;
c) the person or persons who exercise control over at least 25% of the assets of a legal entity or an entity without legal personality, including through the power to appoint or remove the majority of the members of the administrative, management or supervisory bodies of the respective entity.”
 

The adoption of the decision to wind up the company, the appointment of the liquidator and the approval of the liquidation balance sheet fall within the exclusive competence of the general meeting of the associates of the limited liability company and  are carried out  by at least three quarters of the votes of all the company’s associates, unless its articles of association provide for a higher number of votes in favour.

If the general meeting of the associates was not quorate, the meeting shall be convened again and held within no more than 15 days. The repeated general meeting of the associates adopts decisions by a simple majority of the votes of all the company’s associates.

I. Legal entities, including non-commercial organizations, registered in the State Register of Legal Entities.

II. Individual entrepreneurs and peasant (farmer) households registered in the State Register of Individual Entrepreneurs and the State Register of Peasant (Farmer) Households.

Applicants may, if they wish, order the production of a stamp both at the stage of establishing the enterprise and subsequently, when registering amendments to the data entered in the State Register of Legal Entities and in the constitutive act, by completing the application for the production of a stamp.

The order form for the production of a stamp may be submitted by the beneficiary at the Multifunctional Centres or at the Legal Unit Registration Services.

In accordance with Article 14 para. (1) of Law No. 308/2017 on the prevention and combating of money laundering and terrorist financing, the following are EXEMPT from the registration and updating of beneficial ownership data:

a) public institutions/authorities;
b) state-owned and municipal enterprises;
c) commercial companies with wholly or majority state-owned capital.

The exemptions were introduced by Law No. 268/2024, which entered into force on 29 November 2024.  

In accordance with the legal provisions, the registrar in the field of state registration requests the submission and/or updating of previously submitted information on the beneficial owner/beneficial owners upon:

1. the state registration of the establishment of legal entities (for-profit legal entities and non-commercial organizations) and individual entrepreneurs/farmer households;
2. the registration of changes to the data entered in the SRLE regarding beneficial owners;
3. the state registration of entities subject to reorganization;
4. removal from the State Register. 

• State registration as an individual entrepreneur is carried out  free of charge in the case of natural persons who ceased their activity under an entrepreneurial patent because of the expiry of the time limits established in art.18 para. (2) of Law no.93/1998 on the entrepreneurial patent and in the annex thereto;
• The state registration of legal entities and individual entrepreneurs resident in the zone for supporting social and economic development with a preferential regime (the localities on the left bank of the Nistru of the Dubăsari district), as well as the making of amendments, in accordance with the provisions of Law no. 39/2006 on the introduction of additional measures to support entrepreneurial activity carried out in the localities on the left bank of the Nistru of the Dubăsari district;
• The state registration of a start-up enterprise, in accordance with Law no. 179/2016 on small and medium-sized enterprises.

In accordance with Article 14(2) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, legal entities and individual entrepreneurs are required to obtain and hold adequate, accurate and up-to-date information on their beneficial owner, including details of the beneficial interests held by that person, and to submit information on the beneficial owner to the state registration authority within 30 days from the date of the change in their data.

For the state registration of a legal entity, the documents provided for in art.7 of Law no.220/2007 are submitted to the state registration body, as follows:

1. the application for registration, in the form approved by the state registration body;
2. the decision of establishment and the constitutive documents of the legal entity, depending on the legal form of organisation, in two copies;
3. the opinion of the National Commission for Financial Markets — for insurance companies, non-state pension funds, savings and loan associations and, in the cases established by law, for non-bank credit organisations;
4. the document confirming payment of the registration fee.

For the state registration of legal entities with foreign investment, the following are additionally submitted:

1. the extract from the register in which the legal entity with foreign investment is registered, translated and notarially certified;
2. the constitutive documents of the foreign legal entity.

The documents for state registration are drawn up in the state language and are submitted to the state registration body by the founder or by their representative, authorised by a power of attorney certified in the manner established by law.

In order to enter the data in the State Register in the case of the dissolution of a legal entity, the liquidator  submits to the state registration body the documents provided for in art.24 of Law no.220/2007:

1. the application, in the form approved by the state registration body;
2. the decision of the competent body of the legal entity on the dissolution of the enterprise and the designation of the liquidator (a citizen of the Republic of Moldova);
3. the document confirming payment of the registration fee.

The following documents are submitted for the removal of the legal entity from the State Register:

1. the application for removal, in the form approved by the state registration body;
2. the liquidation balance sheet and the asset distribution plan, approved by the body or the court that designated the liquidator;
3. a copy of the notice of the winding-up of the legal entity published in the Official Gazette of the Republic of Moldova.

I. If the beneficial owner/beneficial owners of legal entities, including non-commercial organizations, individual entrepreneurs and farmer households, has/have changed (as a result of changes in the members, including changes in the ownership structure of a legal entity established through a chain of ownership; as a result of the amendment of the definition of beneficial owner by Law No. 66/2023; as a result of entering into an agreement between members; as a result of entering into a usufruct agreement, etc.).

II. If there have been changes to the data entered in the State Register regarding the beneficial owners of legal entities, including non-commercial organizations, individual entrepreneurs and farmer households, the respective entities are obliged to update the information on the beneficial owner.
 

The extract from the State Register is issued under the conditions and within the limits provided for by the legislation on access to information, state secrets, commercial secrets, the protection of personal data and registers, as well as by the international treaties to which the Republic of Moldova is a party.

Information is provided (extracts are issued) on the basis of an application submitted by the applicant. The extract is issued on the basis of the identity document.

The extract from the State Register contains data on the name of the legal entity, the surname and given name of the natural person who is an individual entrepreneur, the legal form of organisation, the state identification number (IDNO), the date of registration, the registered office, the surname and given name of the administrator, the amount of the share capital, the surnames and given names or the names of the associates, the associates’ participation shares and the main object of activity.

 Information on deadlines and   tariffs can be accessed on the ASP web page: http://www.asp.gov/ro/servicii/persoane-juridice/furnizarea-informatiei-pe-suport-de-hartie-eliberarea-extrasului-din-rspjii .

The registration of amendments made to the constitutive documents and to the data entered in the State  Register is carried out under the conditions provided for in art.16 of Law no.220/2007.

In order to register the amendments made to the constitutive documents and to the data entered in the State Register, the legal entity submits to the territorial structure of the  state registration body the documents specified in art.17 of Law no.220/2007:

• the application for the registration of the amendments, in the form approved by the state registration body;
• the decision of the competent body of the legal entity on amending the constitutive documents and the data entered in the State Register;
• the addendum on the amendment of the constitutive documents;
• the document confirming payment of the fee for registering the amendments.

The legal entity is obliged to submit the documents for the registration of the amendments to the state registration body within 30 days from the date of adoption of the decision to amend the constitutive documents or the data entered in the State Register.

I. The following data on the beneficial owner are entered in the State Register of Legal Units: first name, last name, date of birth, state identification number, domicile of the beneficial owner/beneficial owners, country of residence, citizenship, details regarding the beneficial interests held, as provided for by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 33 para. (1) point i³ of Law No. 220/2007 on state registration of legal entities and individual entrepreneurs).

II. The following data on the beneficial owner are entered in the State Register of Individual Entrepreneurs: first name, last name, date of birth, state identification number, domicile, country of residence, citizenship of the beneficial owner/beneficial owners, as defined by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 33 para. (2) point c¹ of Law No. 220/2007).

III. The following data on the beneficial owner are entered in the State Register of Farmer Households: first name, last name, date of birth, state identification number, domicile, country of residence, citizenship of the beneficial owner/beneficial owners, as defined by Law No. 308/2017 on preventing and combating money laundering and terrorist financing (Article 14 para. (2) point d¹ of Law No. 1353/2000 on farmer households).

Non-commercial organisations are subject to state registration in the manner provided for by law. 

The state registration of non-commercial organisations and of their branches is carried out within 15 calendar days, calculated from the day immediately following that on which the documents required for registration were submitted.

In order to register a non-commercial organisation, the applicant is obliged to submit to the territorial structure of the Department the required documents  specified in the special laws (depending on the legal form of organisation).

For the state registration of a non-commercial organisation and of amendments and additions to the constitutive documents and to the data entered in the State Register, the documents are submitted within 1 month from the date of adoption of the respective decision.

In accordance with the provisions of Article 14 para. (1) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the state registration authority verifies, registers, maintains records of and updates data on the beneficial owners of legal entities, including non-commercial organizations and individual entrepreneurs.

In accordance with the provisions of Article 5² of Law No. 308/2017 on preventing and combating money laundering and terrorist financing and the Guide on the identification of the beneficial owner, approved by Order No. 34 of 28.11.2023 of the Service for the Prevention and Combating of Money Laundering, as subsequently amended. The Guide on the identification of the beneficial owner can be accessed at the following link: Guide on the identification of the beneficial owner 

Consultancy services on the state registration of legal entities may be requested from the specialists/registrars working at the Multifunctional Centres or at the Legal Unit Registration Services during the established working hours.

The registration in the State Register of Legal Units of data on the beneficial owner/beneficial owners of legal entities and individual entrepreneurs/farmer households may be requested through the following service delivery channels:

• online (THE SERVICE IS FREE OF CHARGE) – by submitting the registration application and the required documents in the form of electronic documents, signed with a qualified advanced electronic signature, through the information system “State Register of Legal Units”, by accessing the following link: https://rsud.asp.gov.md/cerere-pentru-declararea-beneficiarilor-efectivi.
• at the multifunctional centers of the Public Services Agency, regardless of the territorial principle (THE TARIFFS PROVIDED FOR BY LAW NO. 220/2007 APPLY).

Application and declaration forms are available here:
https://www.asp.gov.md/ro/informatii-utile/formulare-tip/3-7-8

The Classifier of Activities in the Economy of Moldova (CAEM) and Law no.160/2011 on the regulation of entrepreneurial activity through authorisation are used to indicate the object of activity in the enterprise’s constitutive act. At the same time, pursuant to art.176 para.(2) of the Civil Code, a for-profit legal entity may carry out any activity not prohibited by law, even if it is not provided for in the constitutive act. Accordingly, the types of activity indicated in the constitutive documents at the moment of registration are declaratory in nature.

The following documents are submitted to the territorial structure of the state registration body:

1. the application for the registration of the amendments, in the form approved by the state registration body;
2. the decision of the competent body of the legal entity on amending the constitutive act and the data entered in the State Register;
3. the addendum on the amendment of the constitutive act (upon request, it is drawn up by the state registration body);
4. the document confirming payment of the registration fee.

Legal entities and individual entrepreneurs may, if they wish, order the production of a stamp both at the stage of establishing the enterprise and subsequently, when registering amendments to the data entered in the State Register and in the constitutive documents, by completing the application for the production of a stamp.

The order form for the production of stamps may be submitted by the beneficiary at the territorial subdivisions of the state registration body.

The Public Services Agency has launched, on a pilot basis, the information system “State Register of Legal Units”, through which the registration and updating in the SRLE of data on the beneficial owners of limited liability companies, joint-stock companies, individual entrepreneurs, farmer households and non-commercial organizations may be requested online by accessing the following link: https://rsud.asp.gov.md/cerere-pentru-declararea-beneficiarilor-efectivi.

The necessary steps are as follows:

Step 1: Complete the fields displayed in the IS “SRLE”.

Step 2: Attach the Declaration form regarding the beneficial owner/beneficial owners of the legal unit, corresponding to its legal form of organization, completed and signed with a qualified electronic signature. Attach other necessary documents, where applicable.

We emphasize that, in accordance with Article 8 paragraph (1) of Law No. 220/2007 on the state registration of legal entities and individual entrepreneurs, documents for state registration shall be prepared in Romanian and submitted to the state registration authority in the form of electronic documents, signed with an electronic signature issued in accordance with Law No. 124/2022 on electronic identification and trust services and the subordinate regulatory acts thereof.

Pursuant to Article 8 paragraph (2²) of Law No. 220/2007, the applicant may submit copies of the required documents on paper, scanned in electronic format, to be attached to the application. In this case, the respective copies shall be authenticated by the applicant by applying an electronic signature issued in accordance with Law No. 124/2022.

Step 3: Sign the application generated through the IS “SRLE”.

Step 4: Click the “Finalize order” button.

Registrars work from Monday to Friday, and their working hours correspond to the working hours of the Multifunctional Centre or of the Legal Unit Registration Service in which they work.

The applicant may submit an application for the issuance of an identity card (eID), which includes a valid qualified electronic signature.

The processing period for an identity card issued free of charge is 20 working days.

Prior  appointments for the services of registering legal entities and individual entrepreneurs are made through the information system available  on the web page of the Public Services Agency: https://re.asp.gov.md/

At the same time, a prior appointment may be made by contacting  the “CALL CENTRE” service at telephone number 14 909.

The activity of an individual entrepreneur ceases:

• at the request of the individual entrepreneur, where there are no debts to the national public budget;
• by court judgment;
• in the event of death confirmed by a court judgment or by a death certificate issued by the competent civil status body;
• on other grounds established by law.

The activity of an individual entrepreneur is deemed to have ceased from the moment of their removal from the State Register.

The removal of an individual entrepreneur from the State Register on their own initiative is carried out on the basis of an application for removal, drawn up in the form approved by the state registration body.

The registrar adopts the decision to remove the individual entrepreneur within 3 working days from the date the documents are submitted.

YES, 

• the administrator or founders, as applicable, must select the appropriate Declaration Form according to the entity's legal form of organization and the type of request (upon incorporation of the legal entity or after its incorporation);

• for joint-stock companies, the following must be attached to the Declaration: the list of shareholders issued by the registration company or by the Central Securities Depository, as applicable; 

• for founders that are foreign legal entities, the following must be attached to the Declaration: duly translated and legalized supporting documents (apostilled or superlegalized, as applicable) or, in the case of a complex ownership structure of the legal entity, the ownership and control structure of the legal entity, signed by its administrator and prepared in accordance with the Guide on the Identification of the Beneficial Owner, approved by Order No. 34 of the Service for Prevention and Combating Money Laundering of 28 November 2023, as subsequently amended;

• for a BO who is a foreign citizen: a notarized copy of the foreign citizen's passport.

Other supporting documents for the identification of beneficial owners shall also be attached to the Declaration, as applicable, in accordance with the situations described in the Guide on the Identification of BOs. 

Extracts  from the State Register of Legal Entities and Individual Entrepreneurs may also be requested  online through the “e-Extras” Information System. The procedure can be accessed on the official ASP web page: https://eservicii.gov.md/asp/dilud/cerere/cis02.

FOR LEGAL ENTITIES FOR PROFIT:

I. Upon incorporation of the legal entity:

• If the legal entity is incorporated by a founder – an individual, the Declaration on the beneficial owner/beneficial owners of the legal entity (incorporation by an individual) shall be submitted - Form No. BE-1. 

• If the legal entity is incorporated by a founder – a legal entity, the Declaration on the beneficial owner/beneficial owners of the legal entity (incorporation by a legal entity) shall be submitted - Form No. BE-2.

II. After the incorporation of the legal entity, the Declaration on the beneficial owner/beneficial owners of the legal entity (amendments, reorganizations, deregistrations) shall be submitted - Form No. BE-3.

FOR NON-COMMERCIAL ORGANIZATIONS:

I. Upon incorporation of the non-commercial organization, the Declaration on the beneficial owner/beneficial owners of the non-commercial organization (incorporation) shall be submitted - Form No. BE-4.
II. After the incorporation of the non-commercial organization, the Declaration on the beneficial owner/beneficial owners of the non-commercial organization (amendments, reorganizations, deregistrations) shall be submitted - Form No. BE-5.

FOR FARMER HOUSEHOLDS:

I. Upon the initial state registration of the farmer household, the Declaration on the beneficial owner/beneficial owners of the farmer household (initial registration) shall be submitted - Form No. BE-6.

II. After the initial state registration of the farmer household, the Declaration on the beneficial owner/beneficial owners of the farmer household (amendments, reorganizations, deregistrations) shall be submitted - Form No. BE-7.

FOR INDIVIDUAL ENTREPRENEURS:

• The Declaration on the beneficial owner of the individual entrepreneur shall be submitted - Form No. BE-8.

FOR COMPANIES LISTED ON A REGULATED MARKET:

• The Declaration on the beneficial owner/beneficial owners of the legal entity shall be submitted - Form No. BE-9.

In accordance with the legal provisions and procedures established by the Instructions on the verification, registration and updating of data on beneficial owners of legal entities (for-profit and non-commercial organizations) and individual entrepreneurs/farmer households in the State Register of Legal Units, approved by ASP Order No. 573 of 04.09.2023:

• The Declaration on the beneficial owner/beneficial owners upon the STATE REGISTRATION OF THE ESTABLISHMENT of legal entities (for-profit and non-commercial organizations) and individual entrepreneurs/farmer households shall be completed and signed by each founder separately or, where applicable, by their representative (authorized in accordance with the procedure established by law).

• AFTER THE ESTABLISHMENT of legal entities (for-profit and non-commercial organizations) and individual entrepreneurs/farmer households, the Declaration on the beneficial owner/beneficial owners shall be completed and signed by the administrator or by the designated resident natural person in accordance with Article 14 para. (2¹

The state registration of non-commercial organisations and of their branches, including the registration of amendments to the constitutive documents and to the data entered in the State Register, is carried out by the territorial structures of the Department through the single window.

The Legal Unit Registration Services register non-commercial organisations with the legal form of organisation of a “public association”. The Non-Commercial Organisation Registration Section within the Department for the Registration and Licensing of Legal Units (Chisinau, 47 Puşkin St.)  ensures the registration of all legal forms of organisation of non-commercial organisations provided for by the Civil Code and by the legislation on non-commercial organisations.

Through the single window, the territorial structures of the DRLLU provide the parties involved in the process of registering non-commercial organisations with consultancy on the legal formalities relating to their establishment and registration, and with name verification. 

The registrars at the Multifunctional Centres provide the following services to non-commercial organisations registered by the Non-Commercial Organisation Registration Section:

• receipt of the documents for state registration (establishment, amendment, suspension, reorganisation, winding-up), with this fact being obligatorily recorded in the Receipt Register;
• receipt of applications for the issuance of extracts from the State Register;
• verification of the availability of the names of non-commercial organisations and issuance of confirmation to that effect.

How can it be verified whether the State Register contains data on the beneficial owner?

Examples: the administrator states that they do not remember, cannot find the documents received from the state registration authority for legal entities, or other situations.

Information on the BO of a legal entity or individual entrepreneur and/or farmer household is contained in:

1. the registration decision and/or decisions by which amendments were made to the constitutive act and/or to the data entered in the State Register, issued by the registrar in the field of state registration;
2. the extract from the State Register of Legal Entities and Individual Entrepreneurs. 

Note 1: Article 10 of Law No. 135/2007 on limited liability companies stipulates that the company is required to keep the registration decision, the statute and all amendments thereto registered with the state registration authority at the company's registered office, in paper or electronic format.

Additionally, in accordance with Article 34 para. (2) of Law No. 220/2007, information from the State Register and from the constitutive documents of a legal entity or an individual entrepreneur is issued or obtained upon request as follows:

• through an extract from the State Register of Legal Entities or the State Register of Individual Entrepreneurs;
• through information from the constitutive documents of the legal entity or individual entrepreneur;
• through the interoperability platform.

Note 2: Access to information from the State Register regarding the beneficial owner/beneficial owners of legal entities, including non-commercial organizations and individual entrepreneurs/farmer households, is provided, in compliance with the legal provisions on the protection of personal data, to any natural or legal person who demonstrates a legitimate interest.

Additionally, information on the beneficial owner/beneficial owners of legal entities and individual entrepreneurs/farmer households can be viewed in the Taxpayer's Personal Account, under the “Taxpayer Information” section. 
The Taxpayer's Personal Account is available on the official page of the State Tax Service.

In accordance with Law no. 160/2011 on the regulation of entrepreneurial activity through authorisation, a licence is the permissive act issued by the licensing authority in the process of regulating entrepreneurial activity, attesting the licence holder’s right to carry out, for an established period, in full or in part, the type of activity indicated therein, in compliance with the licensing conditions.

 The types of activity subject to regulation through licensing are established exhaustively in the Nomenclature of permissive acts falling within the category of licences (annex 1 to Law no. 160):

The state registration body provides intermediation services for receiving and transmitting applications for the publication of notices in the Official Gazette of the Republic of Moldova.

The application for the publication of a notice in the Official Gazette is received from the applicant by the territorial subdivisions (with the exception of the LURS of Chisinau) and the  payment notice is  issued. After payment, the employee of the territorial subdivision transmits the applications to the Official Gazette.

YES, because Article VIII para. (5) of Law No. 66/2023 on amending certain normative acts, in conjunction with Article 14 para. (1) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, does not provide for such exceptions.

The state registration body does not require a copy of the identity booklet when registering commercial companies.

YES, because Article VIII para. (5) of Law No. 66/2023 on amending certain normative acts, in conjunction with Article 14 para. (1) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, does not provide for such exceptions.

According to Article 5² para. (2) point 3) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the beneficial owner/beneficial owners in the case of non-commercial organizations is/are the natural person/natural persons who ultimately exercise control over the non-commercial organization.

Accordingly, in most cases, depending on the provisions of the statute, these may be: the administrator and members of the council.
 

Until 24.04.2018, the central specialised public authority competent in the field of the state registration of non-commercial organisations of national and international level was the Ministry of Justice, and the local public authorities of levels I and II were responsible for the state registration of non-commercial organisations of local level.

As of 24.04.2018 (the date of entry into force of the provisions of  Law no. 31 of 16.03.2018 amending and supplementing certain legislative acts), the competences for registering all non-commercial organisations were transferred to the Public Institution “Public Services Agency”, including those for public associations, regardless of their purpose and the territorial extent of their activity.

In addition, we would note that, in order to register a name containing the official or historical name of an administrative-territorial unit, there must be, to that effect, a decision of the local council of the respective administrative-territorial unit agreeing to its use (art. 9 para. (11) letter d) of Law no.220/2007).

NO, because notary offices are not registered in the State Register of Legal Units.

According to Article 5² para. (2) point 3) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the beneficial owner/beneficial owners in the case of non-commercial organizations is/are the natural person/natural persons who exercise ultimate control over the non-commercial organization.

Accordingly, in most cases, depending on the provisions of the statute, these may be: the administrator and members of the governing body of the religious denomination or religious community (council). 

According to Article 5² para. (2) point 3) of Law No. 308/2017 on preventing and combating money laundering and terrorist financing, the beneficial owner/beneficial owners in the case of non-commercial organizations is/are the natural person/natural persons who exercise ultimate control over the non-commercial organization.

Accordingly, in most cases, depending on the provisions of the statute, these may be: the administrator and members of the council.
 

According to Example No. 8 of the Guide on the Identification of the Beneficial Owner, approved by Order No. 34 of the Service for Prevention and Combating Money Laundering of 28 November 2023, as subsequently amended. The Guide on the Identification of the Beneficial Owner is available at the following link: Guide on the Identification of the Beneficial Owner 

If the beneficial owner has died and the certificate of inheritance has not been issued due to procedural circumstances arising in the course of the succession proceedings, the Declaration on the BO shall indicate:

• the natural person holding the position of administrator of the legal entity, if the shareholder identified by the administrator was the only person who, prior to the death, had the status of beneficial owner, in accordance with the provisions of Article 5² para. (2) point 1) letter a) of Law No. 308/2017;

• the natural person/natural persons who meet the criteria defined by Article 5² para. (2) point 1) letter a) of Law No. 308/2017, other than the deceased person, if the deceased shareholder was not the only person identified by the administrator as the beneficial owner prior to their death. 
   

If the beneficial owner is a minor child, the legal entity shall provide information about the parent or legal representative of the minor child instead of information about the minor child. The Declaration shall indicate that the person is the beneficial owner in their capacity as the parent or legal representative of the minor child.

When the minor reaches the age of 18, the legal entity shall update the information on the beneficial owner.

A foreign legal entity may register a branch in the Republic of Moldova, in accordance with the provisions of art.241 of the Civil Code and art.12 of Law no.220/2007.

Regarding your question on the “re-registration of public associations from Transnistria”, we inform you that Law no. 837/1996 regulates the social relations connected with the exercise of the right of association of persons and establishes the principles for the establishment, registration, operation and cessation of the activity of public associations throughout the territory of the Republic of Moldova, including public associations from Transnistria.

Consequently, we would emphasise that art. 46 para. (3) of the said Law imposed on public associations registered before 17.07.1996 the obligation to re-register in accordance with the provisions of the law within 18 months. Public associations that did not re-register within one year from the date of entry into force of the law lose their status as legal entities.

Pursuant to art. 7 para. (1) and (2) of Law no. 581/1999 on foundations, the name must obligatorily contain the word “foundation”. If the name of a natural person appears in the foundation’s name, the foundation shall submit to the Public Services Agency that person’s consent regarding the foundation’s name and, if the natural person whose name appears in the foundation’s name is no longer alive — the consent of the spouse, parents and adult children of the deceased person.

It should be noted that art. 9 para. (11) letter c) of Law no. 220/2007 prohibits the registration of a name that  contains the name of a well-known natural person or other proper names that do not coincide with the names of the participants in the establishment of the legal entity, unless there is written consent to that effect from the respective person or, as the case may be, from their heirs.

In order to register the amendments made to the constitutive documents and to the data entered in the State Register concerning a change in the composition of the associates, the documents specified in art. 17 of Law no. 220/2007 and art. 14 of Law     no. 308/2017 on preventing and combating money laundering and terrorism financing must be submitted:

• the application for the registration of the amendments, in the form approved by the state registration body (it is drawn up at the state registration body);
• the decision of the competent body of the legal entity on amending the constitutive documents and the data entered in the State Register;
• the addendum on the amendment of the constitutive documents (it is drawn up at the state registration body);
• the document confirming payment of the fee for registering the amendments;
• the declaration on the beneficial owner of the legal entity.

At the same time, art. 25 para. (9) and art. 30 para. (4) of Law no. 135/2007 stipulate that, in order to register in the State Register of Legal Entities the amendments made to the constitutive documents concerning the alienation/acquisition of a participation share, the legal act of alienation is submitted:

1. by the acquirer, if the legal act was drawn up in one of the following forms:

• an electronic document, signed with the qualified electronic signature of the parties;
•  a paper document in authentic form;
• a paper document bearing the handwritten signatures of the parties, accompanied by the handover-receipt act in which the parties’ signatures are notarised;

2. by the parties signing the legal act, if it takes the form of a paper document bearing the handwritten signatures of the parties;

3. by the representatives of the parties signing the legal act, if it takes the form of a paper document bearing the handwritten signatures of the parties and the representatives are authorised by a power of attorney in authentic form or hold a power of representation granted through the automated information system “Register of powers of representation based on electronic signature” (MPower).

In accordance with the provisions of the legislation in force (art.182 of the Civil Code of the Republic of Moldova, art. 14 of Law no. 837/1996 and art. 9 of Law no. 220/2007), a public association takes part in legal relations only under its own name, indicated in the constitutive act and registered with the state registration body.

In order to comply with the legal provisions cited, the name of the legal entity shall include the legal form of organisation in the state language. Words from other languages may be used in the name; they are transcribed in Latin characters and, as a rule, are written in quotation marks.

Pursuant to art.171 of Law no.220/2007 on the state registration of legal entities and individual entrepreneurs, an administrator may renounce their capacity as administrator and request removal from the register if they prove that:

• the term for which they were appointed has expired; or
• the capacity of administrator has ceased on a ground provided for by law or by the constitutive documents; or
• in accordance with the law or the constitutive act, they are entitled to request the cessation of their capacity as administrator and that more than 30 days have passed since they requested the competent body to adopt an act on the cessation of their capacity as administrator.

In the case provided for in letter c), the administrator wishing to renounce their capacity as administrator must convene, within the period provided for in letter c), a meeting of the competent body of the legal entity.

The provisions of labour legislation may not be invoked in order for the renunciation to take effect before the meeting of the competent body of the legal entity.

The legal entity is obliged, within the period provided for in letter c), to adopt the necessary decision and to take other measures in order to terminate the capacity of administrator and to complete the publicity formalities required by law.

The cessation of the activity of public associations (the dissolution and removal of the legal entity from the State Register of Legal Entities) is carried out in accordance with the provisions of:

• art. 223-237 of the Civil Code of the Republic of Moldova,
• art. 34 and 36 of Law no. 837/1996 on public associations, and
• art. 23-25 of Law no. 220/2007 on the registration of legal entities  and individual entrepreneurs.

We would also inform you that the procedure for the cessation of the activity of a public association […] is also stipulated in the association’s articles of association.

Thus, pursuant to art. 36 para. (1) of Law no. 837/1996 on public associations, it falls within the competence of the congress (conference) or the general meeting of the association’s members to initiate the dissolution of the association upon the expiry of the term for which it was established.

In the light of the above, in order to initiate the procedure for dissolving the association, we recommend complying with the conditions prescribed by law and submitting the following documents to the registration body:

1. The application requesting the initiation of the procedure for dissolving the organisation, signed by the liquidator or by the members of the Liquidation Commission; 
2. The minutes/decision of the supreme governing body of the organisation empowered to adopt the decision to wind up the organisation, in which a liquidator or a Liquidation Commission is appointed, signed by the chairman and the secretary of the meeting;
3. The extract from the Register of the organisation’s members or the confirmation issued by the head of the organisation regarding the number and list of its members (as at the current date);
4. A copy of the liquidator’s identity booklet;
5. The document confirming payment of the registration fee;
6. The declaration on the beneficial owner of the legal entity (basis: art. 14 of Law no. 308/2017 on preventing and combating money laundering and terrorism financing).

In addition, we would note that the list of documents required for the dissolution and removal of non-commercial organisations can be viewed on the web page of the P.I. “Public Services Agency” — www.asp.gov.md/sites/default/files/documente-necesare/initierea-procedurii-de-lichidare-si-radierea-din-Registrul-de-stat-a-organizatiei-necomerciale.pdf, and the templates of the documents corresponding to the legal form can be accessed at www.e-services.md.

The aspects concerning the legal regime and the procedure for registering a branch of a foreign legal entity in the Republic of Moldova are regulated by the Civil Code of the Republic of Moldova no.1107/2002, as subsequently amended and supplemented  (art. 240-243), by Law no.220/2007 on the state registration of legal entities and individual entrepreneurs (art. 12) and by other normative acts in force.

The list of documents required for registering branches of a foreign legal entity is exhaustively set out in art.12 para. (31) of the said Law.

It should be noted that the legislator has not regulated the procedure for registering a branch of a foreign legal entity in the Republic of Moldova separately according to the nature of the purposes pursued.

Art.11 of Law no.135/2007 on limited liability companies provides that the company may be established by one or more founders, natural persons and/or legal entities, who are not prohibited by law from doing so. The number of associates may not exceed 50.

A company with more than 50 associates is obliged, within 6 months, to reorganise, to be wound up or to reduce the number of associates. If those conditions are not met, the company will be wound up on the basis of a court judgment, at the request of the interested persons.

The possibility for natural persons and legal entities to pay for the services provided by the state registration body at the offices of Poşta Moldovei is to be ensured by the Contract Administration Section, the Public Services Administration and Development Directorate, the Public Services Management Department.

In order to enter the data in the State Register in the case of the dissolution of a legal entity, the following documents are submitted to the state registration body:

• the application, in the form approved by the state registration body;
• the decision of the competent body on the dissolution and the designation of the liquidator (a citizen of the Republic of Moldova);
• the document confirming payment of the registration fee.

The following documents are submitted for the removal of the legal entity from the State Register:

• the application for removal, in the form approved by the state registration body;
• the liquidation balance sheet and the asset distribution plan, approved by the body or the court that designated the liquidator.

The removal of the legal entity from the State Register is carried out after the publication of a notice on the winding-up of the legal entity in the Official Gazette of the Republic of Moldova, the closure, on own responsibility, of the bank accounts and the absence of debts to the national public budget.

For the removal of an individual entrepreneur from the State Register, the application for removal is submitted, in the form approved by the state registration body, where there are no debts to the national public budget.

State registration is carried out within 15 days.

The list of documents required for  registering non-commercial organisations, including separately by legal form of organisation, is available on the official ASP web page www.asp.gov.md, and the templates of the documents corresponding to the legal form can be accessed at www.e-services.md.

Economic operators may, if they wish, order the production of a stamp both at the stage of establishing the enterprise and subsequently, when registering amendments to the data entered in the state register of legal entities and in the constitutive documents, by completing the application for the production of a stamp. The obligation for an enterprise to hold a stamp has been abolished.

• the state registration of legal entities and of their branches, as well as of individual entrepreneurs, is carried out on a working day within 24 hours, calculated on the working day immediately following that on which the documents required for registration were submitted, and a fee of 1149 lei (for legal entities) and 364 lei (for individual entrepreneurs) is charged;
• for the state registration of legal entities and of their branches and of individual entrepreneurs, as well as for the registration of amendments to the constitutive documents and to the data entered in the State Register, carried out at the applicant’s request under an urgent procedure within 4 hours, the fees are increased fourfold and, accordingly, a fee of 4596 lei (for legal entities) and 1456 lei (for individual entrepreneurs) is charged.

• the applicant appears before the state registration body to submit the application for registration and the required documents;
• the applicant appears before the state registration body for state registration, receiving the registration decision and the constitutive documents, as the case may be.

• the state registration, as individual entrepreneurs, of natural persons who ceased their activity under an entrepreneurial patent because of the expiry of the established time limits;
• the state registration of an enterprise resident in the zone for supporting social and economic development with a preferential regime (the localities on the left bank of the Nistru of the Dubăsari district), as well as the making of amendments to the constitutive documents;
• the state registration of a start-up enterprise;
• the provision of information from the State  Register of Legal Entities to a start-up enterprise.

• the identity document of the founder or of their representative, authorised by a power of attorney certified in the manner established by law, as well as that of the administrator of the legal entity;
• the application for registration, in the form approved by the state registration body;
• the decision of establishment and the constitutive documents of the legal entity, depending on the legal form of organisation, in two copies;
• the declaration on the beneficial owner;
• the document confirming payment of the registration fee.