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Beneficial Owner Declaration for a Moldovan SRL: Forms BE-1 and BE-2

Beneficial owner declaration for a Moldovan SRL (form BE-1 or BE-2): who is the beneficial owner, the 25% threshold, PEP questions, 30-day updates and fines.

ASP
Echipa SRLRapid
|
2026

The beneficial owner declaration (declarația beneficiarului efectiv) is a mandatory document in the registration file of every SRL (limited liability company) in the Republic of Moldova: each founder declares, on their own responsibility, which natural person ultimately owns or controls the company. A founder who is a natural person completes form BE-1, and a founder that is a legal entity completes form BE-2. Under Art. 5² of Law No. 308/2017 on preventing and combating money laundering, the beneficial owner of an SRL is the natural person who holds more than 25% of the share capital or controls the company by other means, and any later change must be declared to the Public Services Agency (ASP) within 30 days.

1. Who is the beneficial owner of an SRL

For commercial companies, the law and the Guide on identifying the beneficial owner, approved by the Service for Preventing and Combating Money Laundering (SPCSB), set out three ways in which a natural person becomes a beneficial owner:

•Direct ownership: holds a share of more than 25% (the law’s wording is “25% plus one share” or a participation “of more than 25%”);
•Indirect ownership: controls another legal entity (or several) that holds more than 25% of the SRL;
•Control by other means: for example, through arrangements on the exercise of voting rights, even without a large stake.

If, after all possible means have been exhausted and there are no grounds for suspicion, no person meets these criteria, the company’s administrator (director) is deemed the beneficial owner.

A few practical examples:

•Sole founder with 100% – that founder is the beneficial owner.
•Two members with 50% each – both are beneficial owners.
•Members with 70%, 25% and 5% – only the 70% holder; exactly 25% does not exceed the threshold.
•Four members with 25% each – none exceeds the threshold, so the administrator becomes the beneficial owner.

2. BE-1 or BE-2: which form to complete

When a for-profit legal entity is set up, ASP uses two forms:

•Form BE-1 – filed by a founder who is a natural person. It contains the founder’s identity data, their share, the questions on politically exposed person status and the sections on the beneficial owner.
•Form BE-2 – filed when the founder is a legal entity. It is signed by the administrator of the founding company, who lists that company’s members and their stakes down to the last link – a natural person.

Changes after registration use a different form, BE-3, while non-profit organisations, sole traders and peasant (farm) households have their own forms.

3. A separate declaration for each founder

The declaration is made not “per company” but per founder: each founder signs their own declaration and completes it only with respect to themselves. The form has three sections (Rubrica), of which only the relevant one is used:

1. Section I – the founder is personally a beneficial owner. Enter the name, date and place of birth, IDNP (personal identification number), identity document, citizenship, domicile, country of residence and the direct or indirect participation as a number with two decimals (for example, 60.00%).
2. Section II – ticked by a founder who is not a beneficial owner when their co-founders meet the legal criteria.
3. Section III – completed when nobody meets the criteria; the beneficial owner is the administrator appointed by the incorporation decision.

Unused sections are struck out with an X. Example: in an SRL with two members holding 80% and 20%, the first completes Section I and the second ticks Section II.

4. The politically exposed person (PEP) questions

Every declaration contains a block of YES/NO questions on politically exposed person status:

•whether you hold, or have held in the last 12 months, a prominent public function at national or international level, according to the list annexed to the form (ministers and state secretaries, members of parliament, leadership of political parties, judges of the Supreme Court of Justice and the Constitutional Court, leadership of the National Bank and the Court of Accounts, ambassadors, heads of state-owned enterprises, heads of international missions, etc.);
•whether you are a family member of such a person: spouse or partner, child or the child’s spouse/partner, parent, brother or sister;
•whether you are a close associate: a beneficial owner jointly with a politically exposed person or in a close business relationship with them, or the sole beneficial owner of an entity set up de facto for their benefit.

If the overall answer is NO, the annex is not attached. If it is YES, state the function from the list. PEP status does not prevent you from founding an SRL, but banks and other reporting entities apply enhanced due diligence. What matters is answering truthfully: a false declaration carries liability under the Contravention Code.

5. Foreign founders and complex structures

For beneficial owners who are foreign citizens or stateless persons and have not crossed the border of the Republic of Moldova, identity is verified on the basis of copies of their travel documents, duly legalised (apostilled or super-legalised, as the case may be), attached to the declaration.

If the founder is a company and the ownership chain has several links, all legal entities down to the ultimate natural person must be listed. The declaration is accompanied either by the supporting documents of the foreign companies, legalised and translated, or by an ownership and control structure chart signed by the administrator in line with the SPCSB Guide.

6. Updating the data after registration: 30-day deadline

The obligation does not end with registration. The form itself states that if the beneficial owner data change, including the details of the interests generating benefits, the legal entity must register them with ASP within 30 days. Typical situations:

•the sale or assignment of a share, after which a member rises above 25% or falls below the threshold;
•a new member joining or an existing one leaving;
•a change of administrator, where the administrator is listed as beneficial owner in the absence of others;
•a change in the beneficial owner’s personal data.

The amendment declaration (BE-3) is signed by the administrator or the designated resident natural person. According to ASP, it can be filed remotely and free of charge with a qualified electronic signature at be@asp.gov.md, or at ASP one-stop centres, where the fees under Law No. 220/2007 apply – check the current fee on asp.gov.md.

Companies registered before 1 July 2023 had until 31 December 2025 to declare or update their beneficial owners. SRLs set up after that date declared their beneficial owners at registration.

7. Sanctions

The declaration is signed with knowledge of Art. 263² of the Contravention Code. Failure to declare, incomplete or incorrect declaration of beneficial owner information, failure to update it when it changes, and failure to designate the responsible resident natural person are punishable by a fine of 1,000 to 1,500 conventional units, i.e. MDL 50,000–75,000 (one conventional unit = MDL 50). The fines apply from 1 January 2026.

Moreover, without a complete declaration the registration file is incomplete and ASP may refuse registration. Banks also check beneficial owners, and mismatches with the State Register data can delay opening the account or processing transactions.

Frequently asked questions

I am the sole founder and the administrator. How many declarations do I file?

One BE-1 declaration: complete Section I with a direct participation of 100.00% and strike out the other sections with an X.

Is a member with exactly 25% a beneficial owner?

No, unless they control the company by other means. The threshold is “more than 25%”, i.e. 25% plus one share.

Do I have to file the declaration every time something changes?

Yes, any change to the beneficial owner data is registered with ASP within 30 days, including a change in the members’ stakes.

Can I update the beneficial owner without going to ASP?

Yes. ASP accepts applications signed with a qualified electronic signature at be@asp.gov.md, free of charge.

My mother is a member of parliament. Can I be a founder?

Yes. Tick YES for being a family member of a politically exposed person and fill in the form correctly. PEP status does not prohibit owning a company.

Conclusion

The beneficial owner declaration looks like a routine form, but confusing the sections, misreading the 25% threshold or giving a wrong answer to the PEP questions can delay registration or lead to a hefty fine. SRLRapid uses a single questionnaire to fill in form BE-1 for each founder, with the share and the PEP answers ticked, together with the Articles of Association (Statutul), the minutes of the founding meeting (procesul-verbal), the registration application and the declaration of no criminal record.

Note: this guide is for information only and reflects the law and ASP practice at the date of publication. SRLRapid prepares the documents but does not replace legal advice and does not file the application on the founders’ behalf. For complex ownership structures, consult a lawyer or ASP directly.

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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