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Minimum Share Capital for an LLC in Moldova 2026: Rules and Deadlines

Minimum share capital for an LLC in Moldova: no legal minimum, but each share is at least 1 leu. Cash or in-kind contributions, 6-month deadline, increases.

ASP
Echipa SRLRapid
|
2026

What is the minimum share capital for an LLC (SRL) in Moldova? The short answer for 2026: the law no longer sets a minimum. The 5,400 lei threshold was abolished back in 2014, and Law No. 135/2007 on limited liability companies lets founders freely set the share capital (capitalul social) in the Statute. The only technical limit: each member’s share (partea socială) must be at least 1 leu, in whole lei. The subscribed contribution must be paid in full within 6 months of state registration.

1. Is there a minimum share capital for an SRL?

Until 2014, an SRL could not be registered with capital below 5,400 lei, and at least 40% of the amount had to be paid in before registration. Both requirements were abolished by Law No. 53 of 3 April 2014.

Today, Art. 21 of Law No. 135/2007 defines share capital as “the minimum value of assets, expressed in lei, that the company must hold”, and its amount is set in the Statute and/or recorded in the State Register of Legal Entities. The law sets no general minimum amount.

•Technical threshold: under Art. 24(3), each member holds a single share of at least 1 leu, which must be divisible without remainder by a unit expressed in lei.
•Exceptions: some regulated activities (for example, financial or insurance services) have their own capital requirements under special laws.

2. Cash or in-kind contributions

Art. 22 presumes the contribution is in cash unless the Statute provides otherwise. Contributions may also consist of assets (including consumables, allowed since October 2023 by Law No. 229/2023), property rights and intellectual property rights.

•Cash contributions are usually paid by bank transfer into the company’s account, opened after registration. Keep the payment document as proof.
•In-kind contributions (aport în natură) can be any asset in civil circulation: equipment, a car, real estate, software. Under the ASP model Statute, they are valued by an independent appraiser and the result is approved by the general meeting of members. The asset becomes company property unless the Statute provides otherwise.
•What cannot be contributed: work and services provided to the company, according to the model Statute.

3. Payment deadline and what happens if you do not pay

Capital does not have to be paid before registration. Each member pays the subscribed contribution in full within 6 months of the company’s registration date (Art. 22(2)). For a sole member contributing in kind, the deadline is 30 days from registration (Art. 18(3)).

Consequences of non-payment:

•the member is secondarily liable for the company’s obligations up to the subscribed contribution (Art. 9(4)) and must compensate damage caused by the delay;
•if contributions are not fully paid after 6 months, the company is required to reduce its share capital to the amount actually paid (Art. 35);
•a member who still does not pay after an additional one-month period set by notice may be excluded from the company by court decision (Art. 47).

Members cannot be released from the obligation to pay their contribution, and it cannot be extinguished by set-off.

4. How shares are split

A share is the fraction of capital belonging to each member, with all related rights and obligations. The basic rules (Art. 24):

•unless the Statute provides otherwise, the share is proportional to the contribution;
•each member holds one single share of at least 1 leu, in whole lei; shares may differ in size;
•each leu of share capital carries one vote unless the Statute provides otherwise;
•a member who has paid the contribution in full receives a certificate of the share from the company.

Practical tip: choose an amount that divides exactly into the desired shares. For three equal members, 300 lei (100 lei each) works; 1,000 lei does not, because one third would be 333.33 lei.

Your share matters beyond voting: a natural person holding more than 25% of the capital is, as a rule, a beneficial owner and is declared as such at registration.

5. How to choose a sensible amount

The fact that the law allows 1 leu does not mean every amount is equally suitable:

•Credibility: banks and partners see the share capital in the extract from the State Register. A symbolic amount prohibits nothing, but may raise questions.
•Start-up needs: the contribution becomes the company’s money, which can pay for rent or equipment. Members cannot ask for their contribution back while the company operates (Art. 22(4)).
•What you can actually pay: the subscribed amount must be paid within 6 months.
•Net assets: if, from the end of the second year, net assets fall below the share capital and losses are not covered, the company must reduce its capital (Art. 35). A very large capital with no matching activity can trigger this obligation.
•Reserve capital: the company builds a reserve of at least 10% of the share capital, from at least 5% of annual net profit (Art. 31).
•Flexibility: capital can always be increased later.

For a service business with no upfront investment, a modest amount that is easy to pay is usually enough.

6. Increasing and reducing share capital

An increase is decided by the general meeting of members (or the sole member) and is only possible after all subscribed contributions have been paid in full (Art. 33). Capital can be increased:

1. from net profit, reserve capital or other sources, by proportionally increasing the shares;
2. through additional contributions by members and/or third parties who become members;
3. by converting a monetary debt of the company into shares.

For additional contributions, each member has a pre-emption right in proportion to their share, and contributions are paid within the period set by the meeting, but no later than one year from the decision (Art. 33¹). An in-kind contribution to an increase must be made within 60 days. The increase is registered with ASP after the contributions have actually been paid; since October 2023, amending the Statute is optional, and registration in the State Register is sufficient (Art. 32).

A reduction is more formal: the company notifies creditors within 15 days of the decision, publishes a notice in the Official Gazette (Monitorul Oficial) and registers the reduction at least one month after publication (Art. 36).

7. Where the share capital appears in the incorporation documents

•SRL Statute (Statutul, ASP model 4-22): the “Share capital. Shares” chapter states the total amount, each member’s share, the payment deadline and the in-kind contribution rules, as required by Art. 13 of the law.
•Minutes of the constituent meeting (Procesul-verbal, ASP form 5-4) approve the Statute and, through it, the capital; the form does not repeat the figures.
•Application for state registration (Cererea, ASP form 3-5): field 12 “Share capital” and each founder’s share (%).
•Beneficial owner declaration (ASP form 7-5, BE-1): the share held by each beneficial owner.

The figures must match across all documents; a mismatch can delay registration.

Frequently asked questions

Can I register an SRL with share capital of 1 leu?

Legally yes, if the company has a single member. In practice, such a small amount can cause difficulties with banks or partners, so many founders choose a higher amount.

Do I have to pay the money before registration?

No. You have up to 6 months after registration (30 days for a sole member’s in-kind contribution).

Can I contribute my laptop or car?

Yes, if the Statute provides for in-kind contributions. The asset is valued by an independent appraiser, the value is approved by the general meeting, and the asset becomes company property.

How much does a capital increase cost?

Registering changes with ASP is charged according to the current tariffs; check the current amount on asp.gov.md. For an in-kind contribution, add the cost of the valuation.

In short: pick an amount you can actually pay within 6 months, split into whole lei, and check that it appears identically in the Statute and the application. With SRLRapid you fill in a single questionnaire, including the share capital and members’ shares, and the platform fills in the official ASP forms (Statute, minutes, registration application and founders’ declarations) as DOCX and PDF, ready to sign and file.

Note: this guide is for information only and reflects the law as of publication (September 2026). SRLRapid prepares documents but does not replace legal advice and does not file on behalf of the founders.

ASP Moldova Legal ComplianceInformation in this guide is verified by the SRLRapid legal team in compliance with the Civil Code of Moldova and Law No. 135/2007 on LLCs.
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