The legal person is considered liquidated from the moment of the adoption of the decision to delete it from the State Register.
The removal from the State Register of the legal entity, including an LLC, is carried out by the same state body that carried out the registration, within 3 working days from the submission of the application, free of charge.

The liquidation of an SRL can take place:

1. Voluntary, at the discretion and initiative of the founder (associates);
2. Ex officio, by the state registration body;
3. Forced, by judgment or court decision.
    

Voluntary liquidation of the legal entity and deletion from the State Register is carried out only if the legal entity or the individual entrepreneur has no debts to the national public budget according to the data presented to the state registration body through the automated information system of the State Fiscal Service.

Deletion from the State Register of the legal person and the individual entrepreneur whose activity has been suspended is carried out in accordance with the provisions of Law no. 220/2007.

Upon deletion of the legal entity from the State Register, the publication by the legal entity of the liquidation notice in the Official Gazette of the Republic of Moldova is verified.

The territorial structure of the state registration body verifies whether the legal entity has debts to the national public budget.

The dissolution of the legal entity has the effect of opening the liquidation procedure, except for the cases provided for in art. 223 paragraph (2) of the Civil Code. On the date of registration of the dissolution of the legal entity, its administrator becomes the liquidator if the competent body or court does not designate another person as liquidator. In the case of appointing another person as liquidator, the state registration body enters in the State Register the mention regarding the termination of the administrator's activity.

Until the documents regarding the deletion from the State Register are submitted, the legal entity in liquidation is obliged, on its own responsibility:

1. to close the bank account(s) and
2. to hand over the stamp for destruction to the authorized body (if it has it).
3. If the court decision regarding the liquidation and deletion of the legal entity from the State Register is in force, the submission of the documents provided above is not necessary.

After the distribution of net assets, the liquidator of the legal entity must submit the following documents to the state registration body:

1. the deletion request, according to the model approved by the state registration body;
2. the liquidation balance sheet and the asset distribution plan, approved by the body or court that appointed the liquidator;
3. statement regarding the beneficial owner.

In the case of the liquidation of the legal entity based on the court decision regarding the termination of the insolvency process and, respectively, the liquidation order, the state registration body will remove the debtor from the State Register based on the court decision, presented by the authorized administrator.

The deletion of branches of foreign legal entities is carried out in accordance with the provisions established for the deletion of domestic legal entities.

After deletion, the state registration body publishes in the Electronic Bulletin data about the deleted legal entity, which include:

1. the name of the legal entity,
2. state identification number,
3. date of registration and
4. date of deletion from the State Register.
    

Ex officio liquidation and deletion

The inactive legal person and the inactive individual entrepreneur are considered to have ceased their activity and are ex officio deleted.

The state registration body ex officio initiates the deletion procedure from the State Register of the inactive legal person and the inactive individual entrepreneur, adopting the decision to initiate the deletion procedure, if the inactive legal person and the inactive individual entrepreneur:

have no debts to the national public budget,
they do not own checkout and control machines with fiscal memory,
are not founders of another legal entity and have no branches. The information regarding the absence/existence of the debt to the national public budget is obtained by the state registration body from the automated information system of the State Fiscal Service "Taxpayer's current account". 

Within 3 working days from the adoption of the decision to initiate the deletion procedure from the State Register, the state registration body will publish free of charge on its official website and in the Official Gazette of the Republic of Moldova an opinion regarding the initiation of the deletion procedure from the State Register of the inactive legal entity and the inactive individual entrepreneur. The notice will also contain data on the method and deadlines for submission of requests by the inactive legal entity and the inactive individual entrepreneur to be deleted, the claims by creditors or by other interested persons, as well as the address to which they can be submitted.

Requests and claims can be submitted no later than 2 months from the date of publication of the notice.

Within 3 working days from the expiration of the deadline for submitting applications and claims by the interested persons, if applications and claims have not been submitted, the state registration body adopts ex officio the decision to delete the inactive legal entity from the State Register and to the inactive individual entrepreneur and deletes them. In case of submission of requests and claims, the liquidation and deletion from the State Register of the inactive legal person and the inactive individual entrepreneur is carried out in accordance with the general conditions provided by the law, the state registration body not having the right to decide ex officio the deletion from the State Register theirs.

The State Fiscal Service presents the information on inactive legal entities quarterly to the state registration body in order to decide on their deletion from the State Register.

The deletion procedure provided for in this article also applies to legal entities that have submitted a request for voluntary deletion, according to the model approved by the state registration body and meet the criteria specified in the notion of an inactive legal entity, except for the fact that they have presented the reports fiscal provided by legislation, from whose data it appears that they did not carry out entrepreneurial activity.

If the legal person or the individual entrepreneur who has suspended his activity does not submit, at the expiration of the period of suspension of the activity, a request to resume the activity, the state registration body ex officio initiates the procedure of deletion from the State Register of the legal person or the individual entrepreneur .

Ex officio deletion of the inactive legal entity takes place within 5 working days, free of charge.

The branches of foreign legal entities have the obligation to communicate to the state registration body information regarding the dissolution of the foreign legal entity, the identity and powers of the appointed liquidator and the conclusion of the liquidation procedure.

The registrar adopts the decision regarding the registration of the dissolution of the legal entity and records the respective information in the State Register. When registering the dissolution of the legal entity, the state registration body enters the mention "in liquidation" in the State Register. From this moment on, the participation of the legal entity in the liquidation as a founder (associate) of another legal entity is prohibited.

Forced, the liquidation and deletion of the debtor from the state register is carried out within the simplified bankruptcy procedure in the manner provided by Law no. 149/2012.

If the assets of the company in the process of liquidation, voluntary or forced, are insufficient to satisfy the claims, the liquidation is done, according to Law no. 149/2012, within the simplified bankruptcy procedure.

The initiation of the procedure for dissolution and voluntary or forced liquidation of the legal entity is not an impediment to the direct address to the insolvency court of the creditor's introductory request.

With the adoption of the decision to initiate the insolvency procedure with the initiation of the simplified bankruptcy procedure, the liquidator notifies about his appointment the body that carried out the state registration of the debtor, attaching the decision of the insolvency court.

In the case of the lack of the debtor mass, the insolvency court, together with the approval of the liquidation balance sheet, adopts a decision to terminate the process, by which it orders the deletion of the debtor from the state register in which he is registered.

In the case of receiving a court decision regarding the deletion of a legal entity from the State Register and, after checking the data, it will be established that the legal entity in question has branches, then based on the nominated decision, the state registration body will radiated the branch, and then the parent enterprise in respect of which the judgment was issued.

If the legal entity has no assets, the liquidator submits the request for deletion of the legal entity from the State Register after the expiration of the deadline for submitting claims by creditors and after the approval of the liquidation balance sheet.

The device of the decision to terminate the bankruptcy procedure and to delete the debtor from the state register is published in the Official Gazette of the Republic of Moldova within 10 days from the date of adoption. After receiving the decision of the insolvency court, the state registration body deletes the debtor from the state register of legal entities or from the state register of individual entrepreneurs on the date of the decision.

There are some particularities in the cases of deletion from the State Register of banks in the process of forced liquidation, including the need for the decision of the National Bank of Moldova regarding the approval of the report on the liquidation of the bank.

1. Residential law: registration and support of transactions concerning the purchase and sale of real estate; conversion of premises from non-residential to residential and vice versa; registration of agreements concerning the lease of the premises; registration, cancellation of the lease of residential premises; resolution of disputes concerning the property acquired under a share participation agreement; renovation of residential and commercial premises; protection of property rights; assistance in resolving disputes concerning real estate of any kind. 
2. Real estate lawyer: drafting documents for all real estate transactions (purchase and sale, exchange, lease, donation, etc.); legal analysis of transactions concluded; assistance in real estate transactions; settling disputes with developers, conducting cases in court; legalisation of redevelopment at the design stage of the object; representing interests in court.
3. Land Lawyer: transactions of buying and selling land plots; privatisation and cadastral plans; cadastral value (change); disputes with decisions of state authorities in this area of legal relations. 
4. Business: registering, restructuring and liquidating companies of various legal forms and sole proprietorships, optimising taxation, resolving disputes with regulatory authorities and counterparties.

Our company makes it easy to resolve the most difficult housing disputes by employing lawyers who understand the intricacies and nuances of the law and monitor changes. For initial advice, you can contact our specialists by phone, feedback form or any other means. Ask a question. Can't wait? Give us a free call! 060 144 922. By submitting your data, you agree to the rules on the processing of personal data. 

The Limited Liability Company is subject to state registration at the state registration authority in the manner and within the time limit established by Law No. 135/2007, Law No. 220/2007 and the Civil Code. The application for registration of the company and the documents required for registration are submitted by the founders (founder) or by the persons authorised by a special authenticated power of attorney.

It is advisable first to have a draft business plan, with the desired name of the LLC, and the main fields (five fields/objects) of activity according to the CAEN Classification. If necessary, go to the National Statistics Office to obtain a certificate with the activity codes according to the CAEM classification free of charge.

Before submitting the application for registration it is necessary to:

1. establish a legal address. If we do not own a space that could be used as the legal address, it is necessary to enter into a lease agreement for such space with an available landlord (the landlord must be aware of and accept that the legal entity uses its address as the legal address). Ratmir provides services of legal address.

2. to organize and perfect the records of the general meetings of the associates, containing the resolutions on the foundation of the company, approval of the share in the share capital, the amount of contributions in kind and other resolutions on the matters of the company's foundation;

3. to name a director or several directors (as a rule, this will also be the executive body of the LLC, if indicated in the memorandum of association) and other governing bodies (board, audit committee);

4. to complete and draft the memorandum of association, which must be signed by the partner(s) (in the case of a single founder - the articles of association);

5. fill in the form according to the established model, pay the fee required (by the registration body) and submit to the state registration body the application for verification and reservation of the LLC name (2-3 different names can be entered in order of preference; the certificate will be issued for one name, the first one in the application, which will be verified and accepted; the time limits range from one hour to five days);

6. open a bank account to deposit the share capital of the LLC in lei (fill in the application for opening the account at the bank;

7. you will need the identity card and, where applicable, proving powers of attorney (and copy thereof), and other documents, including completion of questionnaires, notarized specimen signature sheet and stamp, order of appointment of the accountant, copy of the accountant's identity card, copy of the administrator's ID card, application for opening the account, completion of a questionnaire, copy of the articles of association, copy of the certificate of assignment of statistical codes, notarized specimen signature, etc., (as required by the bank);

8. obtain from the state registration body the bank receipts and pay the fee for the LLC registration

The following documents must be submitted to the state registration body for the registration of the LLC:

1. identity cards of the founders or their representatives, authorized by power of attorney authenticated in the manner established by law, as well as of the administrator of the legal entity, for foreign citizens and stateless persons - travel documents accepted for crossing the state border of the Republic of Moldova by foreigners; if the founder will be (also) a legal entity - the decision of the competent body of the legal entity to found a new legal entity (persons who have already founded legal entities that do not function and have not been liquidated in the manner established by law cannot found them);

2. application for registration, following the model of the state body, signed by the founder designated by the founding decision or, if necessary, signed by another person empowered by the founding decision. If the entity intends to operate in a regulated field, the application for registration shall declare on its own responsibility that it has the prior consent/approval of the competent authority for its establishment;

3. the decision of foundation and the articles of association of the legal entity, approved by all founding members (in duplicate);

4. the consent of the National Financial Market Commission - if the LLC will operate in the field of insurance companies, non-state pension funds, non-bank lending;

5. document confirming payment of the registration fee (to be paid to the state registration office via MPay or by bank transfer);

6. information about the beneficiary/beneficiaries in accordance with Law no.308/2017;

7. in case the legal entity will contain foreign investments, the following shall be additionally attached to the registration application: the extract from the register in which the legal entity with foreign investments is registered, translated and notarized; the founding documents of the foreign legal entity (in original or in copies notarized and legalized by the Moldovan consular offices abroad, being translated into Romanian; documents from certain states are submitted without apostille and superlegalization).

LLCs having certain specific objects of activity will have to meet other requirements and submit other documents for registration. Registration deadlines and fees are posted on the website of the state registration body.

The legal entity shall be considered registered on the date of adoption of the registration decision. The unique state identification number (IDNO) assigned to the legal entity is also considered as the tax code. After the registration in the State Register - the following documents are issued to the administrator or his authorised representative:

1. the registration decision of the state registration body (or, where appropriate, the explained decision rejecting the registration, which may be appealed in administrative proceedings);

2. the act of establishment;

3. the extract from the State Register, on request;

4. the stamp, on request.

The administrator will issue an order to hire an accountant, and together they will go to register and perfect the necessary paperwork for the submission of systematic reports:

1. to the Territorial Tax Inspectorate (within 10 days),

2. to the National Social Insurance House,

3. at the National Statistical Office (within one month),

4. to the National Health Insurance Company.

If a licence is also required, the application and the necessary documents must be submitted via the electronic e-licensing system.

Of course, your lawyer or counsellor can not only prepare the application to the court, but also collect the entire package of documents by himself.

In some cases, it may be difficult or even impossible to prepare the application on your own. For example, if it is necessary to send the application to a lawyer, or if some of the documents are missing or have been lost.

In this case, the help of a lawyer is invaluable - he/she will accurately determine the list of necessary documents and then ensure their quick and correct preparation.

In order to obtain the status of individual entrepreneur, an individual with full legal capacity, citizen of the Republic of Moldova, foreign citizen or stateless person, resident of the Republic of Moldova, who wishes to practice entrepreneurial activity, in his own name and at his own risk, without constituting a legal entity, is required to go through the state registration at the state registration body in the manner and within the period established by Law No 220/2007.

The individual entrepreneur presents himself in civil legal relations as an individual, but the rules governing the activity of profit-making legal entities apply to his entrepreneurial activity, unless the law indicate otherwise. A sole trader is entitled to engage in any activity not prohibited by law.

For the state registration of the individual entrepreneur, the following documents must be submitted:

1. application for registration, according to the model approved by the state registration body;

2. identity card of the founder;

3. information about the beneficiary/beneficiaries, in accordance with Law no.308/2017;

4. document confirming payment of the registration fee (to be paid to the state registration body via MPay or bank transfer).

At the state registration the identity and capacity of the individual is verified.

State registration of the individual entrepreneur is not allowed if:

1. the individual is already registered as a sole trader;

2. the individual is deprived by a court decision of the right to engage in entrepreneurial activity;

3. if enterprises have been previously registered in the person's name which are not functioning and have not been liquidated in the manner prescribed by law or which are in debt to the national public budget.

The deadlines and fees for registration are posted on the website of the state registration body.

The entrepreneur's patent is issued and renewed by the subdivisions of the State Fiscal Service within whose jurisdiction the applicant/holder resides or intends to conduct business, in accordance with Law No. 93/1998, Law No. 231/2010, and Annex No. 1 to Law No. 160/2011.

The patent will be issued within 3 days from the date of application submission, accompanied by the necessary documents, including proof of payment of the patent fee for the entire requested period of activity (from one month to 12 months). Bank details must be obtained in advance from the subdivision of the State Fiscal Service.

The patent may be issued by the municipality where the applicant intends to conduct business under the patent if there is no State Fiscal Service subdivision located in that locality, and it is valid only within the territory administered by the issuing municipality.

If, according to Law No. 231/2010, notification to the local public administration authority is required for the types of activities listed in the annex to Law No. 93/1998, such activities shall be carried out after such notification has been submitted.

The following information is to be completed in the patent application:
               1. Applicant's first name, last name, and address;
               2. Type of entrepreneurial activity for which the patent issuance or renewal is requested;
               3. Patent duration;
               4. Type of means of transport and its registration number, if the means of transport will be used in the mentioned activity.

A copy of the diploma or other document confirming the level of qualification required for the respective activity, as well as documents confirming previous work experience, must be attached to the patent application submitted for the types of activities listed in the annex to Law No. 93/1998.

The patent is authenticated by the signature of the issuing authority's head and stamped.

A natural person conducting business under the entrepreneur's patent is an entrepreneur and cannot enter into an individual labor contract (Article 13 para. 2 of Law No. 845/1992, correlated with Article 1 and Article 45 of the Labor Code).

Applications for obtaining or renewing the patent can be submitted:
             1. Online, by authenticating the user in the "Personal Taxpayer Cabinet" within the official website www.sfs.md and accessing the "e-Request" service, the "Entrepreneur Patent Management" module;
             2. Or physically, at the service desk of the Tax Service Department within the taxpayer's service area.

Upon request, the following documents are attached:
             1. Copy of diploma or other document regarding studies and/or previous work experience, confirming the level of qualification necessary for the types of activities mentioned at positions: 2.5, 2.6, 2.12, 2.13, 2.14, 2.15, 2.16, 2.49, 2.52, 2.53 in the annex to Law No. 93/1998;
             2. Document confirming payment of the patent fee, corresponding to the validity period of the patent (for a duration not less than one month and not more than 12 months);
             3. Power of attorney of the representative of the applicant/holder of the entrepreneur's patent - if the application is submitted through an authorized representative by law or legal act;
             4. Additionally, for the type of activity mentioned at position 2.53 in the annex to Law No. 93/1998: - copy of the extract from the real estate register or, as the case may be, from the lease agreement of the room/construction to be used in the respective activity; - self-declaration that they do not reside with persons who have been convicted of intentionally committing a crime or misdemeanor against freedom, honor, and dignity;
              5. In the case of the type of activity mentioned at position 2.50 - copy of the extract from the real estate register or from the register of household records related to the rural house to be used in the respective activity;
              6. In the case of the types of activities mentioned at positions 2.52 and 2.53 in the annex to Law No. 93/1998: - criminal and contravention record; - self-declaration that they have not been deprived of parental rights by a final court decision; - medical conclusion for admission to child care services, issued by the family doctor according to the form approved by the Ministry of Health (medical certificate-form no. 086/e);
              7. Two 3x4 photos;
              8. Documents confirming the status of insured person in the compulsory health insurance system or documents confirming exemption from paying the contribution (Certificate - approved and issued model by the territorial agencies of CNAM);
              9. Confirmatory documents of payment of the state social insurance contribution for the entire period requested for carrying out the activity under the entrepreneur's patent or documents confirming exemption from paying the contribution (Record sheet of the contribution transferred to the state social insurance budget by the holders of the entrepreneur's patent). Documents confirming exemption from paying the contribution, in the case of pensioners and disabled persons, consist of a copy of the pension or disability card, and in the case of employed persons - a certificate confirming their insurance under the public social insurance system, issued by the employer).
             10. In the case of a request to renew the patent, the original patent is attached (if its validity has not ceased in case the patent duration is not extended within 12 consecutive months from the date of its suspension for non-payment of the patent fee).

The patent can be received at the service desk of the Tax Service Department within the taxpayer's service area or (if it issues it) at the municipality. It can be:
             1. Changed (if the holder has changed their name and/or surname, domicile, or place of business indicated in the patent) or
             2. Restored (if the patent has been lost or destroyed).

Important! Business activities under the entrepreneur's patent are allowed provided that the sales income of the patent holder does not exceed 300,000 lei in a period of 12 consecutive months.

The tax imposition on the patent holder is carried out in the form of a patent fee, which includes taxes for natural resources, the tax for commercial and/or service units, and the tax for territorial planning.