The articles of association template for an SRL (Moldovan LLC) published by the Public Services Agency (ASP) for companies with two or more members is model 4-22; a separate model, 4-23, exists for a sole member. The statute (Statutul) is the SRL's constitutive act itself: all founders approve and sign it, it is drawn up in Romanian and it is not notarised. Below you will find what the articles of association of an SRL must contain in 2026, how the ASP template is built chapter by chapter, how it is signed and how it is amended after registration.
For how the members and the director run the company day to day, see our article on the statute and corporate governance; this guide covers the document itself.
1. The statute is the constitutive act
Under art. 12 of Law No. 135/2007 on limited liability companies, the constitutive act of the company is its statute, approved and signed by all founders or their representatives. Until registration it has the force of a founding contract. Members who join later sign a declaration of adherence to the statute.
For registration, Law No. 220/2007 (art. 7(1)(b)) requires the founding decision and the constitutive acts: for an SRL, the minutes of the constituent meeting (Procesul-verbal al adunării de constituire, ASP form 5-4) or, with a sole founder, the decision of the sole founder (Decizia fondatorului unic, form 5-6), and the statute.
2. What the articles of association of an SRL must contain
Art. 13(1) of Law No. 135/2007 essentially requires:
•the identification details of each founder, whether an individual or a legal entity;
•the company's name and registered office;
•its business activities;
•the share capital and the founders' shares (nominal value and size);
•how and by when contributions are paid in;
•the governing bodies (structure, powers, how they are formed) and how the company is represented;
•branches, if any;
•the grounds and procedure for reorganisation and liquidation.
Paragraph (2) allows other provisions that do not contradict the law; the ASP template covers all of these points.
3. ASP model 4-22, chapter by chapter
The template has 16 chapters; the founders fill in only a few fields.
1. General principles: full and short name (clause 1.2), founders (clause 1.3), registered office (clause 1.4), unlimited duration and branches (clause 1.8).
2. Purpose and business activities: the CAEM 2 codes and their names (clause 2.1).
3. Share capital. Shares: the amount (clause 3.2) and its split between members, in percent and lei (clause 3.3), followed by the rules on paying in, increasing and reducing capital.
4. Reserve capital. Additional contributions.
5. Company bodies: general meeting, director, censor.
6. General meeting of members: powers, convening, voting.
7. Director (administrator): requirements, rights, duties, liability.
8. Censor (cenzor, an internal auditor), appointed for 3 years.
9. Rights and obligations of members.
10. Acquisition and transfer of shares.
11. Exclusion and withdrawal of members.
12. Distribution of net profit. Bonds.
13. Reorganisation.
14. Suspension of activity, for up to 3 years.
15. Dissolution and liquidation.
16. Final provisions: disputes, number of copies, signatures.
4. What the founders decide in the statute
•Capital. Each member holds a single share of at least 1 leu, in whole lei. The capital is paid in full within 6 months of registration; an in-kind contribution is valued by an independent valuer, and work or services cannot be contributed.
•Director. The statute sets the rules, not the person: the director is appointed in the 5-4 minutes (for a sole founder, in decision 5-6), and their details and term of office go into application 3-5.
•Majorities. Each leu carries one vote. The template requires unanimity for additional contributions and for changing how profit is distributed, two thirds of the votes of all members to amend the statute, increase the capital, reorganise or liquidate, and a majority for dividends and appointing the director.
•Profit. It is shared in proportion to each member's share; dividends are normally paid within 30 days of the decision, and only once the capital has been paid in full.
•Reserve capital. Mandatory: at least 10% of the share capital, built from at least 5% of annual net profit.
•Selling shares. Transfers to other members, affiliated persons and the company itself are free. For a sale to an outsider, the members first have 15 days to buy, then the company another 15, and the outsider cannot pay less than the price in the offer.
•Exit. A member holding less than 33% of the capital may withdraw at any time and receives the value of their share calculated from net assets. Exclusion is possible only by court decision.
•Censor. Law No. 135/2007 (art. 77) makes a censor mandatory only above 15 members, and the 5-4 minutes provide for electing one "where applicable" (după caz).
5. Sole member or several members
•4-22 is for two or more members and is approved by the general meeting through minutes.
•4-23 is for a sole member and is approved by a "Decision of the sole member" (Decizia asociatului unic). It has 15 chapters: the capital is "1 (one) share", and the rules on convening meetings, pre-emption, exclusion and withdrawal are absent.
The sole member exercises the powers of the general meeting (art. 62 of Law No. 135/2007). For a sole founder, SRLRapid fills in model 4-23 and the decision of the sole founder (form 5-6), whose number and date appear in the statute header; for two or more founders, model 4-22 with the 5-4 minutes.
6. Approval, signing and filing
•The "APROBAT" header: „de adunarea generală, Proces-verbal nr. __ din __” ("approved by the general meeting, Minutes No. __ of __") takes the number and date of the 5-4 minutes (No. 1 at incorporation); in model 4-23, the line „de asociatul unic, Decizia asociatului unic nr. __ din __” takes the number and date of decision 5-6. The IDNO field stays blank: the number is assigned on registration.
•Signatures: all founders sign every copy; a corporate founder signs through its representative.
•Copies: ASP requires two. With more than two members, it is practical to have one copy per member.
•Notary: not needed. On ASP's list, notarisation appears only for the power of attorney of a representative.
•Online: possible, with every document signed electronically and the name reserved.
•Deadline: if the company is not registered within 3 months of approving the statute, the founders are released from their obligations regarding their shares (clause 16.2).
7. Departing from the template, and the risks
The law does not impose the ASP template: many rules of Law No. 135/2007 apply "unless the statute provides otherwise", such as one vote per leu, the two-thirds threshold and the pre-emption right, which the statute may even exclude. For some structures ASP has separate models: 4-21 (several directors), 4-24 (SRL with a board), 4-20 (agricultural SRL).
The risks of drafting your own text:
•the registrar reviews it from scratch and may request corrections, which delay registration;
•only provisions that do not contradict the law are allowed (art. 13(2));
•new clauses may contradict the rest of the text, the minutes or the application.
For negotiated clauses, consult a lawyer before signing.
8. Amending the statute after registration
1. Decision: by the general meeting, with two thirds of the votes of all members (unanimity for some clauses), or by written decision of the sole member.
2. Text: restated articles (statutul în redacție nouă) or an addendum (act adițional, ASP model 4-31); on request, ASP itself drafts the addendum.
3. Filing: within 30 days of the decision (art. 16 of Law No. 220/2007), the director files the application to register the amendments, the decision, the new text, proof of payment of the fee and, if it changes, the beneficial owner declaration. Check the fee on asp.gov.md.
4. Effect: the amendment can be relied on against third parties from its entry in the State Register (art. 14 of Law No. 135/2007).
Art. 17 of Law No. 135/2007 allows some changes to be entered only in the State Register, without rewriting the statute, if the general meeting so decides. When a share is sold, the form of the contract (handwritten, notarised or electronic) depends on who files it at ASP (art. 30).
9. Checklist
•Name, registered office, CAEM codes and capital match across the statute, the minutes and the application;
•The shares add up exactly to the share capital;
•The "APROBAT" header carries the number and date of the 5-4 minutes (for a sole founder, of decision 5-6);
•All founders have signed every copy, in at least two copies;
•You file within 3 months of approval.
Frequently asked questions
Do SRL articles of association need to be notarised?
No. They are approved and signed by all founders (art. 12 of Law No. 135/2007). A notary is needed only for a representative's power of attorney or for foreign documents.
Can I use model 4-22 if I am the only founder?
For a sole member, ASP publishes model 4-23. SRLRapid fills it in for a sole founder, together with decision 5-6 approving it; 4-22 remains for two or more members.
Must the statute name the director?
Not in the ASP template. The director is appointed in the constituent meeting minutes or the decision of the sole founder, and their details appear in application 3-5.
How many copies of the statute do I file?
Two, signed by all founders; with more than two members, in practice one for each.
How do I amend the statute after registration?
By a decision of the general meeting or of the sole member; within 30 days, file the restated articles or the addendum at ASP.
SRLRapid fills in the official ASP forms from a single questionnaire: statute 4-22 and constituent meeting minutes 5-4 or, for a sole founder, statute 4-23 and decision 5-6 (with the same number and date as the statute header), application 3-5, the beneficial owner declarations and the criminal record declarations for each founder, in DOCX and PDF. You sign them and file them at ASP yourself.
Note: this guide is for information only and reflects ASP requirements at the time of writing (October 2026). SRLRapid prepares the documents, but it is not a law firm and does not file on the founders' behalf.
