Yes, in the Republic of Moldova one person can set up an LLC alone. Law No. 135/2007 on limited liability companies allows a single-member SRL (SRL cu asociat unic), whose founder may be an individual or a legal entity, and that sole founder can also be the director (administrator). Below: what restrictions apply, how decisions are documented, where limited liability stops, and how you can pay yourself from the company.
1. Who Can Be the Sole Founder
Under Article 11 of Law No. 135/2007, a company may be formed by one or more founders, individuals and/or legal entities, whom the law does not prohibit from doing so. Article 18 expressly states that a company may have an individual or a legal entity as its sole member.
Can a single-member SRL be the sole founder of another SRL? The former Civil Code prohibited an SRL from having as its sole member another company formed by a single person. The Civil Code articles on SRLs were repealed as of 1 March 2019, and the current wording of Law No. 135/2007 no longer contains this prohibition. So a structure such as "individual → SRL A → SRL B", each with a single member, is possible. For more complex group structures, confirm the requirements with ASP before filing.
2. The Sole Founder Can Also Be the Director
Every SRL must have at least one administrator, who runs the company and represents it without a power of attorney before banks, authorities and courts. Article 70 allows one of the members or a third party to be appointed, so the sole founder can appoint themselves as director.
Legal conditions (Article 69):
The relationship between the administrator and the company is governed by the rules on representation and mandate, unless the law or the Statute provides otherwise. Separately, at registration each founder signs a declaration of no unspent criminal record for tax evasion (Article 13(1)(g) of Law No. 220/2007).
3. How Decisions Are Documented
At incorporation, the sole founder signs all documents alone. The single-member Statute (Statutul SRL cu asociat unic, ASP model 4-23, in 2 copies) is the company's constitutive document. The incorporation decision covers three points: forming the company, approving the Statute and appointing the administrator for a chosen term, for example 5 years. For this SRLRapid fills in ASP form 5-6, the Sole Founder's Decision (Decizia fondatorului unic) no. 1, instead of the minutes of the constitutive meeting (Procesul-verbal al adunării de constituire, form 5-4), which are used when there are two or more founders. The Statute's header ("Approved by the sole member, decision of the sole member no. 1 of …") repeats the decision's number and date, and the registration application (3-5) lists the decision among its annexes.
After registration, Article 62 provides that the sole member has the rights and obligations of the general meeting of members. Since 16 February 2025 (Law No. 312/2024), decisions taken in that capacity must be made in writing. Typical examples:
Contracts between the sole member and their own company (a loan to the company, renting out a flat as the registered office) must also be in writing (Article 18(4)). The company keeps its decisions at its registered office, on paper or electronically.
4. Limited Liability and Its Limits
Article 9(3): members are not liable for the company's obligations; they bear the risk of losses up to the value of their share, except in cases provided by law. The main exceptions for a founder who is also the director:
Practical rule: keep company money separate from personal money and document every transfer.
5. How to Pay Yourself: Dividends or Salary
Dividends are the usual route. The company may pay annual dividends and, since 22 October 2023, interim ones as well (quarterly or half-yearly), based on interim financial statements. Limits under Article 40: no profit may be distributed before the capital is fully paid up, nor if net assets would fall below the sum of share capital and reserve capital, nor if the company is or would become insolvent. Dividends paid to a resident individual are taxed at source at 6% (Article 90¹ of the Tax Code).
Salary is more complicated. In the State Tax Service (SFS) generalised tax practice, when the sole founder is also the director there is no employer–employee relationship, and such an SRL with no employees and no payments to individuals does not file the IPC21 report. The historical position of CNAS (the National Social Insurance House) is that such a director is not compulsorily insured but may sign an individual social insurance contract. The issue is debated in legal writing, so set your remuneration model together with your accountant. For regular employees, 12% income tax, a 9% health insurance premium withheld from the salary and a 24% social insurance contribution paid by the employer apply.
6. Pros and Cons
Pros:
Cons:
Frequently Asked Questions
Can I be the sole member of several SRLs?
Yes. Law No. 135/2007 does not limit the number of companies in which the same person may be the sole member.
Can a single-member SRL be the sole founder of another SRL?
Yes. The prohibition existed in the former Civil Code, repealed in that part as of 1 March 2019, and the current law no longer contains it.
Do I need minutes if I am the only founder?
No. At incorporation, the Sole Founder's Decision is signed; SRLRapid fills in ASP form 5-6, signed by you alone, instead of the 5-4 minutes. After registration, every decision of the sole member is made in writing.
Can I appoint someone else as director?
Yes. The administrator may be one of the members or a third party, and the sole member can replace them at any time by a written decision registered with ASP.
Is there a minimum share capital?
No. The amount of share capital is set in the Statute; a cash contribution must be paid within 6 months of registration.
Conclusion
A single-member SRL is the simplest form of limited liability company: one person, one Statute, one incorporation decision. With SRLRapid you fill in a single questionnaire and receive the ASP forms completed, as DOCX and PDF: the single-member Statute (4-23), the Sole Founder's Decision (5-6), the Registration Application (3-5), the beneficial owner declaration (7-5) and the no-criminal-record declaration. You sign them and file them at ASP.
Note: this guide is for information only and reflects the legislation at the date of publication. SRLRapid prepares the documents but does not replace legal or accounting advice and does not file on the founder's behalf.
