SRL or individual enterprise (II)? In short: an II is the better fit if you work alone, the business carries little risk, your expenses are high relative to revenue and you want minimal formalities. An SRL (limited liability company) is the better fit if you want to protect your personal assets, have or expect partners or investors, work with corporate clients, or want to use the 4% tax on revenue. Below we compare both forms under the rules in force in Moldova in 2026, including the higher VAT threshold and the new independent entrepreneur regime.
1. Liability: the difference that matters most
An individual enterprise is not a legal entity. Under Law No. 845/1992 on entrepreneurship and enterprises, the owner is liable without limit, with all of their assets (except assets that by law cannot be seized), and the II's assets are not separate from personal ones. A debt to a supplier or a fine can reach your flat or your car.
An SRL is a legal entity (Law No. 135/2007 on limited liability companies): the company is liable with its own assets, and the members generally risk only the value of their shares. The protection is not absolute:
2. Taxation in 2026
An individual enterprise pays 12% income tax on taxable income (revenue minus deductible expenses). An II cannot use the tax on operating income (IVAO), because the Tax Code (Art. 54¹) expressly excludes individual entrepreneurs. The money left after tax belongs to the owner, with no dividend tax.
An SRL has two options:
When profit is distributed to individual members, 6% dividend tax is withheld. If the director draws a salary, the usual rules apply: the 24% social contribution (paid by the employer), 12% income tax and the 9% health insurance premium (withheld from the salary).
Rule of thumb: 4% of revenue favours low-expense activities (services, consulting); 12% of profit favours high-expense activities (trade, manufacturing).
3. Fixed contributions: the hidden cost of an II
For the owner of an II, the state requires fixed contributions, owed even if you have no income:
An SRL has no fixed contributions for the company itself. A member who is not employed anywhere must, however, buy health insurance individually, like any non-employed person. For an II owner with no other job, the fixed contributions exceed 25,000 lei a year, and at low income they weigh more than the tax itself.
4. Accounting, reporting and VAT
An II that is not VAT-registered keeps single-entry accounts (partidă simplă) on a cash basis, without financial statements (Law No. 287/2017 on accounting and financial reporting). Once registered for VAT, it moves to double entry.
An SRL keeps double-entry accounts, prepares annual financial statements and files the tax returns of its chosen regime. In practice, almost every SRL works with an accountant.
VAT rules are the same for both forms. The mandatory registration threshold rose from 1.2 million lei to 1.5 million lei from 1 January 2026 and to 1.7 million lei from 1 March 2026 (Law No. 12/2026), measured over any 12 consecutive months. Voluntary registration remains possible. Note: an SRL registered for VAT can no longer use IVAO and moves to the 12% regime.
5. Partners, investors and credibility
Moving from an II to an SRL later means, in practice, registering a new company and transferring contracts, accounts and permits.
6. Closing the business
An II is deregistered simply: an application to the Public Services Agency (ASP) and the beneficial owner declaration, provided you have no debts to the national public budget; the ASP turnaround is a few working days.
An SRL goes through liquidation: a members' decision, appointment of a liquidator, a notice in the Official Gazette (Monitorul Oficial) and on the ASP website, a period of at least 2 months for creditors' claims, a liquidation balance sheet, closing the bank accounts, and then deregistration. Realistically, it takes months, not days.
7. Alternatives to an II or SRL: independent entrepreneur and independent activity
Since 1 January 2026, the Tax Code has a new chapter (Chapter 10⁴, introduced by Law No. 228/2025) for independent entrepreneurs (antreprenori independenți): resident individuals providing services in one of about 40 eligible activities (for example IT consulting, design, photography, translation). They pay a single tax of 15% of receipts on annual income up to 1.2 million lei (35% on the amount above the threshold), which covers income tax and the social and health contributions. No accounting is required, but you cannot have employees, and liability remains unlimited.
For retail trade (except excisable goods) there is a separate independent activity regime (activitate independentă), with a 1% tax on income. Both regimes have strict conditions; check your eligibility before giving up on an II or SRL.
8. Decision checklist: II or SRL?
Choose an individual enterprise if:
Choose an SRL if:
Frequently asked questions
Can I switch from an II to an SRL later?
Yes, but in practice you set up a new SRL and move the business into it; the II is deregistered separately. If you are planning to grow, it is simpler to start with an SRL.
Do I pay II contributions even if I had no income?
Yes. The 22,878-lei CNAS contribution and the CNAM premium for 2026 are fixed amounts owed regardless of income, except for the categories exempted by law (pensioners, persons with disabilities, people insured in another capacity).
Can an individual enterprise use the 4% tax?
No. The 4% IVAO applies only to businesses not registered for VAT, and the Tax Code excludes individual entrepreneurs. An II pays 12% of taxable income.
How much does registration cost?
The ASP state fee is lower for an II than for an SRL and depends on the processing time you choose. Check the current fee on asp.gov.md before filing.
If you decide on an SRL, SRLRapid helps with the paperwork: you fill in a single questionnaire and receive the official ASP forms completed (the Articles of Association (Statutul), the minutes of the constituent meeting (procesul-verbal), the registration application and the founders' declarations), in DOCX and PDF, ready to sign and file at the ASP.
Note: this guide is for information only and reflects the law as of publication (September 2026). Contribution amounts are updated every year. SRLRapid prepares documents but does not give tax or legal advice and does not file on the founders' behalf.
