Reserve company name; file all the documents with the Public Services Agency for the registration of the company and obtain IDNO number
Agency: Public Services Agency
Under the Law on the State Registration of Legal Entities and Individual Entrepreneurs (No. 220 of 19.10.2007, in force from 30.05.2008 and as amended), the standard term for registration of the company is 24 hours (2 business days).
Under the Government Decision no. 314 dated 22.05.2017, the “State Registration Chamber”, the State Enterprise “Cadastre” and the “Licensing Chamber” have been reorganized into the state authority “Public Services Agency” (PSA). PSA provides options for expedited services in which company registration can be completed within 4 hours (same day).
The fees for registering companies with the PSA under the expedited term are as follows:
- State registration: MDL 1149 (24hours)/MDL 4596(4 hours);
- Incorporation document preparation (editing): MDL 202 (24hours)/MDL 404 (4 hours);
- Name verification: MDL 71 (24 hours)/MDL156 (4 hours);
- Certification of signatures by the State Registrar: MDL 63 (constant);
- Certification of the statutory documents-MDL 197 (constant);
- Publication: MDL 131 (constant);
- Extract (for permanent bank account): MDL 110 (constant).
Apart from the registration cost, the applicant can order a stamp, the cost of which may vary between MDL 200 and MDL 450. The requirement to hold a company stamp has been abolished, however the majority of companies continues obtaining the stamp.
In accordance with the Law, the following documents must be submitted to the PSA in order to register a limited liability company:
- Filled application form (template provided by the PSA);
- Decision on incorporation of the company approved by founder/s;
- Incorporation documents;
- Document confirming payment of applicable registration fees.
- Declaration of the company’s beneficial owners.
In practice the PSA drafts the incorporation documents and a founder decision in a special form that is supplementary to the decision provided by the founder.
The Law on prevention and combating money laundering and terrorism financing No. 308 of 22.12.2017 requires the legal entities to declare the ultimate beneficiary owners. From the legal point of view, the ultimate beneficiary is the individual, who directly or indirectly controls 25% and more in the new company that will be incorporated.
An unique state identification number is attributed to each legal entity at the date of its registration. It is inserted in the Registration Certificate and in the constitutive act.
The Law on State Registration of Legal Entities and Individual Entrepreneurs No. 220 of 19.10.2007 allows the booking of the name, under which a person or entity intends to register a company, for a term up to 6 months. In such a way, no other third party will be allowed to register a company under the same name during the booking period.
PSA informs the Tax Authority, the Social Security Fund, the Health Insurance Fund, and the Statistical Agency about the registration of new legal entity. The authorities then exchange all relevant information. In some cases, taxpayer is required to visit the tax authority to separately register for electronic reporting by the companies. It does not represent a part of regular registration, it is required by the law and it depends on the number of employees and the VAT status. At the same time, the right for voluntarily registration is available for legal entities, in order to electronically submit the reports.
Time: The expedited procedure of state registration of the legal entity is 4 hours (1 day), and the regular procedure 24 hours (2 days).
Cost: MDL 1,149 (regular registration cost) or MDL 1,149*4 (expedited, 4-hour registration).
Stamp: between MDL 200 and MDL 450
Other fees: see description in procedure details
Register employees with the National Health Insurance Company
Agency: State Tax Service and National Health Insurance Company
Public Services Agency (single point of contact for registration of companies) informs the National Health Insurance Company about registration of the new company. According to the Article 5 of Law no. 489/1999 employers, are required to submit, on paper or using methods automated electronic reporting with the application of digital signature, information related work relationships for establishing social and medical rights, according to the form and manner approved by the Ministry of Finance, by the deadline 10 business days from the date of employment.
This is done using IPC 18 form. As a result, company’s representative will have to visit the authority to submit the list of employees. Alternatively, such submission can be done online if company holds a digital signature.To obtain an electronic signature, entrepreneurs visit the State Tax Service and enter into agreements for obtaining the access to the electronic services which include, among others, the possibility to file the IPC18 report online. Once done, IPC 18 filings with National Health Insurance Company can be done online.
Time and cost: 1 day, no charge
Register as a VAT taxpayer
Agency: Tax Authority
According to Article 112 of the Tax Code, VAT registration can be done on a voluntary basis. However, a legal entity is required to register as a VAT payer if during any 12 consecutive months it performs taxable supplies of goods/services exceeding the threshold of MDL 1,200,000, with exception of VAT-free supplies.
The company has the obligation to apply for the VAT registration no later than the last day of the month when the threshold has been exceeded. The procedure of registration is performed by the tax authority upon filing of an application by the company. The company is deemed registered as VAT payer on the first day of next month when the threshold has been exceeded.
Time and cost: 1 day (simultaneous with previous procedure), no charge
