The SRL administrator runs the company day to day and represents it, without a power of attorney, before the bank, the State Tax Service (SFS) and the Public Services Agency (ASP). An SRL administrator in Moldova can be the founder or an outside person, including a foreign citizen. The administrator is appointed by the members for the term they set and may or may not be an employee, while the company director duties include bookkeeping, reporting and keeping the State Register data and the beneficial owner data up to date. Breaching them triggers the administrator's liability: civil, administrative-offence (contravențională) or criminal and, in insolvency, subsidiary liability. This guide complements our article on the Articles of Association (statutul) and corporate governance.
1. Who can be an SRL administrator
The Civil Code (art. 177) requires every legal entity to have at least one administrator. If there are several and the Articles of Association do not provide otherwise, each may act alone; a mandatory joint signature is enforceable against third parties only if it is entered in the State Register.
Under the ASP model Articles of Association for an SRL, the administrator may be a natural person:
The administrator does not have to be a member. Foreign citizens can be administrators under the same conditions, on the basis of their passport; if they are actually going to live and work in Moldova, they need an appropriate right of residence issued by the General Inspectorate for Migration. Also bear in mind the incompatibilities set by special laws: for example, civil servants generally cannot manage commercial companies. The Civil Code also allows a legal entity to act as administrator (art. 199), but the ASP model Articles of Association for an SRL provide for the usual option, a natural person.
2. Appointment and term of office
On incorporation, the administrator is appointed by decision of the sole founder or by the minutes of the founding meeting (ASP form 5-4), and their details go into the registration application (ASP form 3-5), which also states the term of office. Afterwards, the appointment, dismissal and remuneration of the administrator are matters for the general meeting of members.
The law does not impose a fixed term: the members set it (for example, 5 years) and it can be renewed. The members may dismiss the administrator at any time, without cause and without notice (art. 200 Civil Code). Caution: if the term has expired but the person has not been removed from the register, they become an “apparent administrator” („administrator aparent”), with the same duties and the same liability (art. 197 Civil Code).
3. Employment contract or mandate: must a salary be paid?
The relationship between the company and the administrator is, in principle, one of mandate and representation (art. 177 para. (6) Civil Code). In practice there are two options:
The SFS explained, in tax guidance published in 2021, that a sole member who is also the administrator cannot conclude an employment contract with themselves, since there is no employer–employee relationship; if the SRL has no employees and makes no payments to individuals, it does not file IPC21 either. So there is no general obligation to pay a salary to a sole member acting as administrator. In this case, they are not covered by health insurance through the company and can buy the compulsory health insurance policy individually. Where there are several members or an outside administrator is hired, remuneration is usually set by a contract approved by the general meeting.
4. Duties of the SRL administrator
The Civil Code (art. 185–191) requires the administrator to stay within the limits of their powers, pursue the company's purpose, act with competence and diligence, avoid conflicts of interest, not accept benefits from third parties and maintain confidentiality. In practical terms, the administrator must:
5. Liability of the administrator
The members risk only their contribution, but the administrator can be personally liable for breaching their duties.
Civil, towards the company. The company can sue the administrator for compensation of the damage (art. 193 Civil Code), and the administrator must prove that they acted with competence and diligence; approval of the financial statements does not exonerate them. A member can bring an oblique (derivative) action (art. 195). Liability survives the end of the mandate (art. 198), and anyone giving instructions from the shadows is liable as a de facto administrator („administrator de fapt”) (art. 197).
Tax, administrative-offence and criminal. Taxes are paid from the company's assets, but for tax, accounting or reporting violations fines are often also imposed on the official in charge, i.e. the administrator. Serious acts, such as tax evasion, can lead to criminal liability. An unexpunged conviction for tax evasion also prevents founding a new company (art. 13 para. (1) letter g) of Law no. 220/2007), which is why each founder signs a declaration to this effect.
In insolvency. The insolvency petition must be filed immediately, but no later than 30 days after the grounds arise (art. 14 of Law no. 149/2012); otherwise, the administrator is subsidiarily liable for obligations arising afterwards. The court may make the administrators of the last 24 months who caused the insolvency bear part of the debts, for example where they used assets in their personal interest, kept fictitious accounts or made preferential payments to a creditor (art. 247–248).
6. Changing the administrator
A dismissed administrator keeps the right to the severance payment provided by law or by contract; a contractual payment exceeding the fixed component of remuneration for 2 years is presumed to be manifestly disproportionate (art. 200 Civil Code). For their part, the administrator can step down: they ask the members to decide and convene the meeting, and if no decision is taken within 30 days, they can apply directly to the ASP to be removed from the register (art. 17¹ of Law no. 220/2007).
Frequently asked questions
Can the sole founder also be the SRL administrator?
Yes, this is the most common situation; the company can operate without any other employees.
Do I have to pay the SRL administrator a salary?
There is no general obligation. However, if the administrator has an employment contract, the salary and contributions are mandatory.
Can a foreign citizen be an SRL administrator in Moldova?
Yes, under the same conditions as a Moldovan citizen; to live and work in Moldova, they need a right of residence.
Is the administrator liable with their personal assets for the SRL's debts?
As a rule, no. The exceptions are damage caused by breach of duties, a late insolvency petition and acts that caused the insolvency, plus fines imposed on the administrator personally.
Conclusion
A well-chosen administrator and a clear mandate spare you deadlocks and unpleasant liability. SRLRapid collects the administrator's details, including the term of office, just once in the questionnaire and carries them into the official ASP forms: the Articles of Association, the minutes or decision of incorporation and the registration application, ready to be signed and filed with the ASP.
Note: information guide, based on the legislation in force at the date of publication. SRLRapid prepares the documents, but it does not replace legal advice and does not file the application on the founders' behalf.
