LEGAL AUDIT OF THE BUSINESS FRAMEWORK IN MOLDOVA: key points and next steps

  • Following recent legislative updates, operating an "old" SRL in Moldova poses significant risks. Ensure your business remains compliant and protected in 2026.
  • Requirements for management transparency;
  • Procedures for decision-making by shareholders;
  • Regulation of conflicts of interest;

If you are the owner of an SRL (LLC) in the Republic of Moldova and have not reviewed your Articles of Association (Statute) in recent years, you are already facing a risk.

The law has changed. We are referring to Law no. 135/2007 on Limited Liability Companies, including the significant amendments that came into full force on December 31, 2025.

Most companies continue to operate based on documents drafted 5–10 years ago. Formally, the SRL exists. Legally, however, it may no longer comply with the current version of the law. This discrepancy creates real-world consequences.

What has changed — and why it matters to you

The new legal framework has tightened several key aspects of corporate governance:

  • Requirements for management transparency;
  • Procedures for decision-making by shareholders;
  • Regulation of conflicts of interest;
  • Rules for the withdrawal of a shareholder;
  • Mechanisms for profit distribution;
  • Liability of the administrator (director).

If your statute is not aligned with the current version of the law:

  • Shareholder decisions can be easily contested in court;
  • Internal conflicts between partners can paralyze the company’s operations;
  • The director is left without proper legal protection;
  • The risk of subsidiary liability increases significantly.

You might be unaware of these gaps, but in the event of a corporate dispute, they will be the first arguments used against you.

Need to review the documents and risks before the next step?

A lawyer can assess the contracts, correspondence and facts, identify vulnerable points and recommend a practical plan for the business.

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CASE STUDY

An SRL with a turnover exceeding 12 million MDL. Two shareholders. The business had been operating for 7 years. There were no external audits or inspections. The problem arose from within — a shareholder conflict.

A legal audit revealed:

  • The statute did not comply with the current version of the law.
  • There was no defined mechanism for a shareholder’s exit.
  • No procedure for share valuation was established.
  • Decisions were being made with procedural violations.
  • The director was exposed to high personal risks.

As the dispute escalated, the company faced the threat of being effectively blocked through court injunctions. After the audit, the statute was brought into compliance with current legislation, a corporate balance mechanism was implemented, management powers were redistributed, and the director's risks were mitigated. The conflict was successfully stabilized before reaching the trial stage.

The Reality of 2026

If you operate in Moldova, you are already experiencing:

  • Increased banking monitoring;
  • Strict Ultimate Beneficial Owner (UBO) controls;
  • In-depth tax inspections;
  • Aggressive corporate litigation.

An SRL is not just a registration at the ASP (Public Services Agency). It is a legal construct. If the construction is weak, it is the first to collapse under pressure.

A Question for You

When was the last time you:

  • Analyzed your statute for compliance with the current law?
  • Verified your decision-making procedures?
  • Assessed the personal risks of the administrator?
  • Structured the protection of your assets?

If the answer is "a long time ago" or "never," you need a legal audit.

Turning the audit into an operating plan. Divide findings into three levels: urgent breaches that can cause sanctions or operational blocks, contractual and corporate risks for the next remediation cycle, and process improvements. For every item identify an owner, the document to create or correct, a deadline and proof of completion. A list without priorities quickly becomes an unused archive.

Test not only whether documents exist but whether they reflect operations. Articles of association may not match actual authority, a contract template may not match acceptance, a privacy notice may omit real services and a job description may not match access to funds and systems. After remediation, sample the process again: confirm that new forms are signed, obsolete versions withdrawn, responsible staff trained and the control works on a real transaction. This makes the legal framework part of management rather than a one-off folder for an inspector or investor.

What We Audit

  • Compliance of the statute with the latest legal amendments;
  • Corporate architecture;
  • Contractual models;
  • Distribution of liability;
  • Administrator risks;
  • Resilience against conflicts and external inspections.

Our focus is not just on whether the "SRL is registered." Our focus is on whether it can withstand the pressure.

If you are a business owner and want to understand the true state of your company, do not delay. A legal defect does not give a warning; it manifests itself at the most inconvenient moment.