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Subscribe to this list via RSS Blog posts tagged in Moldovan Law

Posted by on in Stories From The Field
Of LLCs and SRLs Part #1

Note 1: This post is an update to our first post about organizing a company in Moldova. While that post was pretty general and explained our initial reasoning this one will attempt to explain the results of that reasoning over the last few months and a few preliminary recommendations for other entrepreneurs (ok, this got long. Conclusions Recommendations will be in Part 2 [COMING SOON]). We will be writing a further update on this topic later on with more solid recommendations. (small update below)

Note 2: This post is covering quite a lot of experience had over a long period of time. The topic is dense and often technical. Please comment if things are unclear and I will add more information. Also, as usual, please feel free to tell us how stupid we are. Everyone can learn from that. 


Jump to... (note to use these section links open up the full version of the post by clicking the title or on "Continue Reading" below)

Section 1
Basic Organization 

Section 2
Selling Shares vs Adding a Founder: 
Section 3
The Necessary Documents for Adding a Founder
Section 4
Notarizations, Apostilles, Translations and DHL 



So Begins a Tale of SRLs and LLCs...




The path to success is almost self evident!



Section 1: Basic Organization


I'll begin where the last post ended which was with a discussion of the process that we decided to embark upon. That was to organize the companies basically as follows:



I'll let you all guess which silhouette represents which manager...


So to describe what you're seeing there we founded a Moldovan SRL called "Smoke House SLR" (they refused to believe it was one word and we didn't fight it). Additionally we founded an American LLC called "The Moldova Company LLC" in Virginia. The purpose of the LLC, as described briefly in the previous post, is to escape from some of the more challenging bureaucratic differences between a Moldovan SRL and an American LLC. These all...

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Location Search Part 1: Moldovan Law on Food Service Establishments

This is the first of a number of entries I'll be making dedicated to the process we're going through searching for a location.

Have you found a location yet?

...is a question that I hear literally every day (many times) and so this series of posts is designed to shed some light on the process of searching for and vetting a restaurant / cafe location in Moldova. Upcoming posts in this series will talk about the real estate market (or lack thereof) and our team's critical analysis of "where exactly is most desireable" in Chisinau. For now though we will start at the beginning. What is required of the location? 

On that note team, we're in for a wild ride. 

First off here is the text of the applicable Law (in Russian - much better for google translate than Romanian). I'm not going to hit all the points of that massive and far ranging document here but it's provided as reference. I want to first add a disclaimer that I have never owned, opened, run or worked in a restaurant in the states. I'm a first-timer. I mention that because while it seems to me that there is an incredible level of detail put into where I can or can't store tea vs. flour vs whatever I am sure that other countries have lots of requirements as well. In the interest of sanitation I understand this to be ok. What confuses me is an obsured level of detail in various other aspects that govern your location and the facilities required. The first bit of this is...

What exactly are we trying to open?

This means what can we legally call ourselves? Restaurant? Cafe? Bar? etc. The aforementioned law sets out quite a broad spectrum of different possibilities. Here they are:

1 Complex Catering Supply
2 Restaurant (2.1. National res Thorens 2.2. specialty restaurant 2.3. Restaurant car 2.4. Crum)
3 Bar (3.1. Disco (video) - Bar 3.2. Wine bar (cocktail bar) 3.3. Bar billiards 3.4. Wagon Bar (trains))
4 Cafeteria 
5 Cafe  (5.1. cafe specialized 5.2. Cafe bar)
6 Dining Room (6.1. Transfer)
8 Buffet 
9. Fast-Food 
10 Kryshma 
12. Tasting Room
13. Open-air cafe, terrace 
14. Point of service aboard aircraft of marine vessels
15 Cart service for persons staying at the hotel 
16 Hall for formal events 
17 Shop on the preparation of food for service passengers (for aircraft)

Ok, so lots of stuff. What are the rules? Can bars stay open later than restaurants? are Cafe's allowed to serve alcohol? What about hard liquor? Are there different menu requirements for Buffets? 


Honestly, if I've missed something here please post in the comments. These descriptions are not whatsoever related to their functionality but to their appearance. Meaning a "Crum" is located in a basement and has the ambiance of a wine cellar. A "Disco Bar" should have a DJ and an apparatus for showing video. A "Specialized Cafe" should make sure that its menu agrees with its chosen theme. A "Fast Food" establishment should display its menu with illuminated panels and serve its products in disposable containers. A Restaurant should provide their customers a variety of drink and cigarette choices to be selected out of an artistic menu and sell flowers and souvenirs in the foyer. 

This baffles me. 

I don't mind the idea that there can or should be different categories of establishment if there is a difference in their functionality. What confuses me is that there doesn't seem to be at all. Further adding to this strange mix is that you don't get to chose what you are. They look at your business and label you. If you resemble more than one type they pick the closest (and presumably make a note to add a further subcategory). Before someone says this info is likely located elsewhere (and perhaps it is) I want to mention that this is a 42 page law that is so specific that it lays out the exact qualifications for an ideal maitre d'. (more on that later). It seems incredible that they spent 6 pages describing the different types of establishment and then literally never mentioned it again. 

So is it meaningless? No - but I don't fully know what it means. When visiting a different health department (there are 2 and I will post later when it becomes clear to me how and why they differ) they said that there has been an amendment to the law that basically reduced it to Restaurant vs. Cafe for the fee structure (the other categories still exist) and that 50-100 seats is a cafe and 100+ seats is a restaurant. They cost different amounts in yearly registration but do not differ in terms of allowable hours of operation or alcohol service. Here are the yearly fees for registration: 

  Base Price  +Alcohol License  +Non Stop  +Location On a Central Street
Restaurant  11000  MDL (~$785)  +30%  +30%  +10%
Cafe  6000 MDL (~$430)  +30%  +30%  +10%


So how does this all tie into a locaiton search? Mostly the duller parts of the law that lay out how the kitchen needs to function and where things need to get stored. This is a bit tedius and I won't go into how many sinks are required or how the windowsills must be designed - feel free to read up if you like. 

I'd rather get back to the part about the maitre d'. It turns out that the Moldovan government has set out a number of hiring requirements. The law does not mention if this applies to each category of establishment (I'm not sure if points of sale on aircraft really need a maitre d') but what is much funnier to me is how much detail they use to describe the job requirements. It lays out roles for the maitre d', waiters, bartenders, chefs, barmen, cashiers, cloakroom attendents, and doormen. Here are some of the parts I found most enjoyable (even beter if you've ever been to a Moldovan restaurant)

  • Everone except cloakroom attendents and doormen are required to attend professional school and take specialized courses
  • Waiters and Maitre ds must be able to function in a foriegn language to accomodate tourists (Bartenders must be conversational in a foreign language)
  • Waiters must be competent in menu design
  • Waiters must known the basics of psychology and service principles
  • The bartender must have memorized the numbers for police, ambulance and taxies
  • The cashier must know how much the products cost
  • The cloakroom attended must be prepared to repair the customers clothes if necessary 

You can't make this stuff up. 


Also will Joe Wittig please return to Moldova so he can be our legally appointed sanitation officer ;) 

Ok, I'm done for now. Looking back on this post it's far less about a location search and more about how interesting it is trying to figure things out here. Hope it provided some useful insight. 


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