A Moldova LLC (SRL) with two or more partners is registered on the same ASP forms as a single-founder LLC, but the constituent meeting minutes and the statute are signed by all founders, and the beneficial owner declaration and the criminal record declaration are drawn up for each founder. Below: how many members the law allows, who signs each document, how shares and votes are split, and what to agree before filing at the Public Services Agency (ASP).
1. How many members an SRL can have
Under art. 11 of Law No. 135/2007 on limited liability companies, a company is set up by one or more founders, individuals and/or legal entities, who become its members (asociați) on the date of state registration.
•No maximum: art. 11(3) states that the number of members is not limited. The 50-member cap you may still find in older guides and on some websites is no longer in the law.
•The exception: crowdfunding investment vehicles (Law No. 181/2023) may have at most 200 members.
2. The documents for an SRL with several founders
The list is the same as for a sole founder; what multiplies is the signatures and the declarations:
1. Application for state registration of a legal entity (Cererea privind înregistrarea de stat a persoanei juridice, ASP form 3-5), with the founder section repeated for each member and their stake in percent;
2. Minutes of the constituent meeting (Procesul-verbal al adunării de constituire, ASP form 5-4), listing every founder under „Au participat” ("Present");
3. Company statute (Statutul, ASP model 4-22 for two or more members), with each member's share in percent and in lei;
4. Beneficial owner declaration: BE-1 for each founder who is an individual, BE-2 for a corporate founder;
5. Sworn declaration of no unexpunged criminal record for tax evasion, one per founder (art. 13(1)(g) of Law No. 220/2007);
6. Identity documents of each founder and of the director;
7. Proof of payment of the registration fee.
The minutes and the statute are filed in at least two copies; with more than two founders, the SRLRapid documents provide one copy per founder.
3. Who signs what
•Minutes and statute: all founders, on every copy. The founding decision is approved by all founding members (art. 7(1)(b) of Law No. 220/2007), not by majority.
•Application 3-5: the founder designated in the founding decision or another person authorised by it; if there are several applicants, all of them sign. SRLRapid puts a signature line for each founder on the application.
•BE and criminal record declarations: each founder signs their own.
•A corporate founder signs through its representative ("Firma X SRL, prin Ion Popescu"), and form BE-2 is signed by the director of the founding company.
Do not sign long in advance: if registration does not take place within 3 months of the statute's approval, the founders are released from the obligations attached to their shares.
4. Shares, contributions and votes
•Each member holds a single share of at least 1 leu, in whole lei; shares may differ in size (art. 24 of Law No. 135/2007).
•Unless the statute provides otherwise, the share is proportional to the contribution, and each leu of capital carries one vote.
•Contributions may be in cash or in kind; an in-kind contribution is valued by an independent appraiser and approved by the general meeting, without the vote of the member making it.
•Each member pays in their contribution in full within 6 months of registration (art. 22(2)). A member who does not pay can be given, in writing, an extra period of at least one month, after which they may be excluded.
Practical tip: choose a capital that divides exactly into the agreed stakes. For three equal members, 3,000 lei works; 1,000 lei does not, because a third would be 333.33 lei.
An individual holding more than 25% is a beneficial owner: at 50/50 both members are, while with four members at 25% each nobody crosses the threshold and the director becomes the beneficial owner.
5. Majorities for key decisions
Voting rights and the adoption of decisions are governed by arts. 57–58 of Law No. 135/2007. The ASP model statute for two or more members, which SRLRapid fills in, sets three thresholds, counted on the votes of all members:
•Unanimity: compulsory additional contributions, changing how profit is distributed, and any change to the ratio between shares, contributions and votes;
•Two thirds: other amendments to the statute, capital increases, reorganisation and liquidation, setting up branches;
•Simple majority: appointing and dismissing the director, the director's pay, distributing net profit and paying dividends.
In practice, at 50/50 every decision needs both members. At 60/40, the majority member appoints the director and decides on dividends alone, but cannot amend the statute without the other. At 70/30, the majority member also clears the two-thirds threshold.
6. The director: a member or an outsider
The director (administrator) runs the company and represents it without a power of attorney, including at the bank. The director can be one of the members or a third party (art. 70 of Law No. 135/2007).
There can also be several directors: the application has section 7 „Administrare colectivă” ("Collective management"). Unless the statute provides otherwise, each can act alone; a mandatory joint signature can be relied on against third parties only if it is entered in the State Register (art. 177 of the Civil Code).
7. Share transfers, withdrawal and exclusion
•Transfer: a share can be transferred freely to the other members, to affiliated persons and to the company, but only once the contribution is fully paid. When selling to a third party, the other members have a preemption right (art. 25 of Law No. 135/2007): under the model statute they have 15 days to accept the offer, then the company has another 15 days, and only then may the share go to the third party, at no less than the price in the offer. The change is registered with ASP.
•Withdrawal: a member holding less than 33% of the capital can withdraw at any time without the others' consent (art. 47¹, added by Law No. 229/2023) and receives the withdrawal value, based on net assets, within 3 years of being struck off the State Register.
•Exclusion is possible only by court decision (art. 47), for example for a contribution still unpaid after the extra period or for fraud committed as a de facto or apparent director.
8. What to agree before filing
•Deadlock: if the members cannot adopt a decision for 3 consecutive months and the company suffers losses, the model statute lets each member demand a buyout of their share at market price, separation with a proportional part of the assets, or liquidation of the company. Plan the stakes so that you never get there.
•Signing at the bank: the director signs, within the limits set by the general meeting; the director's transactions with the company need the meeting's approval, except those not exceeding 1% of assets.
•Profit: distributed in proportion to the shares; any other method needs unanimity. Dividends are paid within 30 days of the decision, unless the meeting sets another deadline.
•Members' agreement: art. 43¹ allows a contract on how certain rights and obligations of the members are exercised. If you want terms that depart from the ASP model, consult a lawyer before signing.
9. Differences from a single-member SRL
•Decisions are taken by the general meeting, convened at least 10 days in advance, not by a written decision of the sole member.
•An in-kind contribution is paid within 6 months, compared with 30 days for a sole member.
•Leaving the company goes through preemption, withdrawal or exclusion.
10. Checklist
•You have agreed the stakes, the director and the payment deadlines;
•The capital divides exactly into the stakes, and the stakes add up to 100%;
•The stakes are identical in the statute, the application and the BE declarations;
•The minutes and the statute are signed by everyone, on every copy;
•Application 3-5 is signed by all applicants.
Frequently asked questions
How many members can an LLC have in Moldova?
Law No. 135/2007 no longer limits the number of members; only crowdfunding investment vehicles are capped at 200.
Do all the members have to go to ASP?
No. Everyone signs the documents, but the file can be lodged by a representative with a notarised power of attorney, or you can file online with everyone's electronic signature.
Can we split the company 50/50?
Yes, and both of you will be beneficial owners. But no decision will pass without both of you agreeing.
Can a company be a member of an SRL?
Yes. The founding company goes in section 13.2 of the application, signs through its representative and files form BE-2.
Can a member leave the SRL at any time?
If they hold less than 33%, yes, by withdrawing. Otherwise they sell their share, respecting the other members' preemption right.
SRLRapid fills in the official ASP forms from a single questionnaire, for all founders at once: application 3-5, constituent meeting minutes 5-4 and statute 4-22, with each member's share in percent and in lei, plus the beneficial owner declarations (BE-1 or BE-2) 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 the law and 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.
