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Registering an SRL in Moldova

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So we shall have an LLC and an SRL. Firstly I'll briefly mention the LLC. We selected Virginia (my home state) as a base for our stateside business because of its favorable business conditions and the proximity of contacts who could act as registered agents. I won't go into the LLC process here because it's covered ad nauseum elsewhere on the web (If you feel there were better options than VA for registration post a comment and we can talk it over). The one interesting portion of this is that one of our partners is Moldovan. Turns out this isn't a problem at all (at least in VA) and really makes no difference at all until it's time to pax taxes at which time Vlad will have to pay American taxes. That'll be an interesting process on it's own I suspect but we'll talk taxes in more depth once they are upon us.

Ok, so we have an LLC (at a cost of about $150 and 8 min out of my day to create it online). What about an SRL? 

b2ap3_thumbnail_IMG_20140820_130028.jpgUnlike in Virginia, a Moldovan SRL cannot be registered online and requires a trip to the government office of The State Chamber of Registration (pictured right - link to website). In this office you go see a small business beurocrat who takes you throught the registration process. So here are some key aspects along with my thoughts...

Residency / Necessary Documents

In order to do anything at all at the office you need passports to prove the identity of all of the partners / founders. For Moldovans this entails their "internal passport" / national identity document. For Americans (/ foreigners with visa free entry to Moldova) this means your passport. You will need copies of all of these documents including a stamp of entry for passport holders. This can be done at a small shop in the basement of the building (the same one where you get your stamp as mentioned below) for a small fee but it would be easier to have it ahead of time. It is not necessary for foreigners to have residency in order to found a company in Moldova or have ownership of it. 

Foreign Ownership

As previously mentioned foreigners / foreign entities can own up to 99% in a Moldovan company. For the purposes of our registration we divided the company into 33-33-34% chunks and distributed them to ourselves (with the 34% chunk in the hands of Vlad as he will need to hold 1% when we all sell our 33% shares to the VA Based LLC). This now makes us all owners of the company. This is NOT equivalent to the same meaning in the American LLC however where we explicitly created equal partners / managers who all maintain equal signing and decision making abilities. This is because...

Articles of Organization / Operating Agreement

These are different than in VA (in the US all states have different laws governing LLC formation and requirements). In VA it is NOT required legally to have an Operating Agreement for the company (obviously it's far and away the intelligent thing to do though for more see nolo). In Moldova it is required and they provide you with a stock agreement at the time of creation that you could edit but they really would prefer if you do that on your own time and file it with them later. Something we opted for and were assured would be no problem. In reality this is not very important to us as our company will be ceding its control to the VA LLC shortly (there will be a post dedicated to this a bit later and I'll try and touch on Moldovan operating agreements then). The really important part of all of this is that Moldovan companies are structured by default to have central leadership and this cannot be changed. This is because...

Directorship

Being a director is SUPER important in Moldova. If you're interested in the all-powerful never-wrong personally-unflawed cult of personality that pervades the leadership system of almost every traditional entity here google around - I'm sure there are some good articles on how leadership styles differ from east to west. Anyhow, the key here is that they director has special responsibilities under the law and is soley personally liable in the event of criminal activity of the company (I am no lawyer so if I'm wrong about this please comment below - this is just what the man said at the registration office). Additionally the director is initially the only person who has "stamping" abilities in the company (for a humorus take on the power of stamps in Moldova see this blog post). Additional partners may be empowered with the responsibilities of the director (i.e. stamps) but this can only be done if those people have legal work residency in the Moldova. At the time of registering Matt and I did not have this paperwork complete (eventually I'll post about this process as well) so Vlad is by default the director and sole stamper.  

Language Requirements

This was a surprise. It is not required to know the language (Romanian or Russian) to do business here but if you don't you need to have notorized translations of EVERYTHING. While makes some sense and is an attempt (somewhat hamfisted) to protect foreigners from potentially neffarious Moldovan partners it would obviously be very tedius. Luckily Matt speaks Romanian and I speak Russian. The man registering the company for us chose not to take our words for this though and made a point of directing all of his speech at one of us rather than Vlad. This was problematic because he seemed to forget which of us spoke which language and would abruptly redirect his attention from Matt to I or visa versa and change his language mid sentence. We were left trying to cobble together half conversations while trying not to fill each other in on what the other missed too much in English all the while being evaluated on a completely unknown set of criteria. Luckily we passed. Take that Peace Corps LPI! (Language Proficiency Test which may not have granted us the same confidence as this man's "evaluation")

Cost / Turnaround

Ok, back to the serious stuff. The total cost of the process was 1500 MDL (around $110 at time of writing) including same day processing for documents (really next-day) and our very official stamp. This number could have been cut down if we had been willing to wait a week for the documents but we needed them processed quickly as we needed them for visa related applications (Matt or Vlad - do you remember how much it would have cost for 1 week processing?). All in all this is pretty close to the cost for a VA LLC and was almost as painless as long (as you're willing to overlook the tense linguistic examination and the instant online filing in VA).

Stamp Creation

There is a little shop in the basement of the registration office which will make you stamps. Given the aforementioned importance of the stamp I assumed this would be guarded by a contingent of heavily armed police with military units on call as backup. Instead it was two grumpy old women who gave the impression that they would be, if not happy, willing to make you whatever stamp you wanted. Perplexing country.  

A Note on Names

In Moldova you can name your company anything that is either a.) a word in Romanian (or English but I'm not sure about other languages) or b.) REALLY not a word. That means that "Happy Town SRL" and "VDMQ SRL" are totally cool. What isn't cool is something that pretends to be a word. This includes something like " 'Merica SRL" or (due to the limited English of our friend at the registrar) "Smokehouse SRL" which is untranslatable in Russian or Romanian (while Smoke House is translatable but doesn't make sense whatsoever). We originally didn't believe that any English words would be allowed at all so we opted not to reach for our dictionaries on this one and accept the breaking up of the compound word that the man so dearly wanted (2 lines does look better on the stamp...)

General Impressions

All in all this wasn't a difficult process at all. I would say that given how people were warning that people would be seeking bribes or bothering us about being foreigners or demanding lots and lots of obscure requirements that they don't post anywhere it was almost painless. No one bothered us at all and in general people were really helpful. Seems like a we've begun things on the right foot here.

  

And here we are after having successfully registered and received our all important stamp :)

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David is a native of the great Commonwealth of Virginia and lived there through high school in Fairfax County. After high school he pursued a degree in Electrical Engineering from the Georgia Institute of Technology in Atlanta Georgia. During his studies his traveled to Singapore for a semester and gained a respect and love for traveling and immersing in different cultures. After graduation David joined the United States Peace Corps and was posted first in Kazakhstan as an English Teacher and later in Moldova as a Community and Organizational Development Consultant.

When not working on his startup David can be found maintaining various web based side projects (check out: salutmoldova.org) and working on his 1986 Lada Жигули 2101 named Надя (Nadia).

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