How to open an S.A.

What an S.A. is and when it makes sense

An S.A. (joint-stock company) is a company whose capital is divided into shares. Shareholders are liable only up to the value of their shares, and shares can be sold or transferred more easily than the stakes in an S.R.L. That is why an S.A. suits large businesses, companies with many shareholders, or those that want to bring in investors.

In exchange, an S.A. requires a high minimum share capital, formal governance and extra obligations towards the National Commission for Financial Markets (CNPF). For most online shops an S.R.L. is enough and much simpler.

At a glance

Step by step

1. Check whether you need an S.A. If you do not plan many shareholders or investors, an S.R.L. gives you the same limited liability with fewer obligations.
2. Check and reserve the name with ASP. Reserving the name is the first step before filing the documents.
3. Decide on founders, capital, legal address and governance. An S.A. has a general meeting of shareholders, an executive body (director) and, depending on the company's size, a board and an audit committee or an auditor.
4. Pay in the share capital. The minimum is 600,000 lei. Contributions can be in cash or in assets valued by an independent appraiser.
5. Prepare the incorporation documents. The ASP file usually contains:
   • the founding decision or the minutes of the founding meeting;
   • the company statute, in two copies — ASP offers no model statute for an S.A., so you usually draft it with a lawyer;
   • the beneficial ownership declarations;
   • the founders' and administrator's sworn declarations on having no criminal record for tax evasion;
   • the registration application;
   • details of the company's registrar, who keeps the shareholder register;
   • the founders' and administrator's identity documents; a representative needs a notarised power of attorney.
6. File with ASP. Online at rsud.asp.gov.md with an electronic signature, at an ASP office with an appointment booked on re.asp.gov.md, or by registered post. You receive an extract from the State Register with the IDNO number, which is also the company's fiscal code.
7. Register the shares with CNPF. The shares placed at founding are registered with CNPF, and a new S.A.'s shareholder register is kept by the Central Securities Depository.
8. Open a bank account, set up accounting and get an electronic signature.
9. Register for VAT if required. It is mandatory once turnover exceeds 1.7 million lei over 12 consecutive months.

What it costs

Taxes and obligations

• Income tax: 12% of profit under the general regime.
• VAT: 20% standard rate, with reduced rates for some goods. Mandatory once turnover reaches 1.7 million lei over 12 months.
• Dividends: 6% tax, withheld on payment.
• Salaries: 12% income tax withheld from the salary, 24% social contributions paid by the employer and 9% health insurance withheld from the employee.
• Corporate obligations: an annual general meeting of shareholders, an up-to-date shareholder register, annual financial statements and, where required, an audit and reports to CNPF.

Before you sell on IVO

• At sign-up you upload the State Register extract, a bank extract or bank account confirmation, and the administrator's ID.
• You add the founders and beneficial owners, with the beneficial owners' IDs.
• Your registered activities cover the products you want to sell, and you have the licences required for regulated goods.

See also which legal forms we accept on IVO.

Professional check

An S.A. has more formal obligations than an S.R.L. This article is general guidance and does not replace legal or tax advice. Confirm the capital, governance, taxes and reporting with a lawyer, an accountant, or directly with ASP and CNPF before registering.