LEGAL AUDIT OF THE BUSINESS FRAMEWORK IN MOLDOVA
Following recent legislative updates, operating an "old" SRL in Moldova poses significant risks. Ensure your business remains compliant and protected in 2026.
Read the articleCorporate
Law
We advise on transactions, corporate changes and disputes between business owners in Moldova.
We review documents, structure, and management risks.
Focus
What the business gains when counsel is engaged early
Governance
Control over decision-making
We close vulnerabilities in charters, authority allocation, and shareholder arrangements so that key decisions do not become blocked.
- Clear governance rulesAllocate authority without grey areas.
- Protection for key decisionsSet a clear approval process.
- Lower personal exposureSeparate company risk from director risk.
Deal
A clean transaction and a clear structure
We structure M&A, investor entry, and capital changes so that hidden legal risk does not erode the deal value.
- Legal clarityReview structure, assets and liabilities before signing.
- Control of price and termsLock in the key terms and protect deal value.
- Orderly integrationSet a clear ownership and management model after closing.
Crisis
A controlled scenario in crisis
When pressure has already started, we quickly build the legal position, protect assets, and restore room for negotiation.
- Early asset protectionStop steps that deepen the conflict.
- A stronger negotiating positionBuild the facts, documents and legal leverage.
- A workable path forwardGive the business time and room to resolve the issue.
Our Corporate Law Expertise
We cover key corporate issues for businesses in Moldova — from counterparty checks and LLC (SRL) charters to complex M&A transactions and corporate disputes.
Corporate disputes
When the dispute is already affecting management, information access, or assets.
Corporate disputes
When the dispute is already affecting management, information access, or assets.
Corporate conflicts and disputes
We step in when a corporate dispute is already affecting company management, access to information, or control over assets. We assess which resolutions can be challenged, which actions must be stopped urgently, and how the client’s position is best protected in negotiations or in court.shareholder conflictchallenged resolutionsunlawful director actionsnegotiation and court
M&A and share transactions
When the deal must be structured without losing price, control, or leverage.
M&A and share transactions
When the deal must be structured without losing price, control, or leverage.
Mergers, Acquisitions and Transactions (M&A)
We support share and business transactions so the buyer understands the real risk and the seller does not lose price or control over the process. We review the structure, documents, and restrictions in advance so sensitive issues are resolved before signing rather than after closing.share and business dealsdue diligenceshareholder and option agreementstax and regulatory risk
OSINT and counterparty checks
When, before a deal, claim, or recovery process, you need to understand who really stands behind a company and where the assets are.
OSINT and counterparty checks
When, before a deal, claim, or recovery process, you need to understand who really stands behind a company and where the assets are.
OSINT, counterparty checks and corporate investigations
We collect and analyze information from open lawful sources so the business can see the real links, risks, and assets of a counterparty, debtor, or potential partner. The result is delivered as a clear fact map for negotiations, due diligence, litigation strategy, or enforcement.counterparty checksdebtor asset searchaffiliates and beneficial ownersevidence base
Business structuring
When the business is growing, shareholders change, or a new structure is needed.
Business structuring
When the business is growing, shareholders change, or a new structure is needed.
Registration, reorganization and structuring
We build the corporate foundation around the actual ownership, management, and financing model of the business. This matters most when the company is growing, the shareholder composition changes, or a reorganization must be completed without legal gaps and internal friction.LLC registrationcharters and corporate agreementsreorganizationownership changes and holding structures
SRL registration
When a company must be opened without mistakes in structure, documents, and management.
SRL registration
When a company must be opened without mistakes in structure, documents, and management.
SRL registration in Moldova
We support SRL registration from name and activity selection to charter, administrator, legal address, and document filing. We explain the likely costs from the start: state fees, notary costs, and administrative expenses depend on the structure, shareholders, and signing format.company registrationdocuments and charterremote preparationtax and administration
Governance and director protection
When decision discipline and director exposure need a clearer framework.
Governance and director protection
When decision discipline and director exposure need a clearer framework.
Corporate governance and director protection
We set up governance procedures so decisions are made through a clear process and are not later challenged because of formal defects. At the same time, we reduce the director’s personal exposure where the dispute concerns authority, liability, or conflicts of interest.assemblies and proceduresauthority allocationcorporate governancedirector protection
Bankruptcy and restructuring
When creditor pressure already requires a controlled working scenario.
Bankruptcy and restructuring
When creditor pressure already requires a controlled working scenario.
Bankruptcy and restructuring
If the business is already under creditor pressure or facing a liquidity gap, action should start before formal insolvency begins. We assess the exposure of directors and owners, build the negotiation position, and help move the situation into a workable restructuring track.bankruptcy risk assessmentcreditor negotiationsdebt restructuringinsolvency support
Legal audit
When an owner or investor needs a clear map of vulnerabilities and priorities.
Legal audit
When an owner or investor needs a clear map of vulnerabilities and priorities.
Legal audit of the business
We carry out a legal audit when an owner or investor needs to see whether the company’s corporate and contractual base actually matches the real situation. We explain vulnerabilities in plain language, set priorities, and provide a practical legal adjustment plan.charter auditcorporate agreementskey contractslegal adjustment plan
Examples from practice
For confidentiality reasons, we do not name exact figures or entities, but the format of the tasks and the results are real.
Protecting assets and control in a shareholder conflict
A dispute between shareholders and litigation pressure put a manufacturing business at risk.
Protecting assets and control in a shareholder conflict
A dispute between shareholders and litigation pressure put a manufacturing business at risk.
What we did
We reviewed the disputed corporate decisions, built the evidence base, secured protective measures around the assets, and moved the conflict into a controlled negotiation track.
Result:
The business kept operational control, and the dispute ended in settlement without stopping operations.
Investor entry without losing founder control
The family business needed capital, but the founders were not prepared to give up strategic decision-making.
Investor entry without losing founder control
The family business needed capital, but the founders were not prepared to give up strategic decision-making.
What we did
We rebuilt the deal structure, fixed the reserved matters, voting mechanics, and exit scenarios so the conflict was not built into the deal from day one.
Result:
The investor entered on clear terms while the founders retained control over key decisions.
Business restructuring under creditor pressure
Rising debt pressure and bank exposure were pushing the company toward formal insolvency.
Business restructuring under creditor pressure
Rising debt pressure and bank exposure were pushing the company toward formal insolvency.
What we did
We assembled the crisis legal position, sequenced the creditor negotiations, and built a workable restructuring scenario instead of a chaotic enforcement process.
Result:
Formal bankruptcy was avoided, and the company remained under operational control.
Our Working Process
Corporate issues are rarely resolved with a single document. We first diagnose the risks, then build the strategy, and only after that move to documents, negotiations, and execution.
Situation diagnosis
Situation diagnosis
We review the ownership structure, the documents, and the real configuration of the conflict or transaction to identify the actual legal and business risks.
Stage outcome:
- Risk map
- Priorities
- Next steps
Strategy and solution structure
Strategy and solution structure
We build the defense plan, the negotiation position, or the transaction structure with the client’s commercial goals, control issues, and regulatory constraints in mind.
Stage outcome:
- Strategy
- Scenarios
- Position
Documents and negotiations
Documents and negotiations
We prepare the corporate documents, lock in the terms, and guide the negotiations so that the process does not create new points of dispute.
Stage outcome:
- Documents
- Terms
- Negotiations
Execution and support
Execution and support
We represent your interests in negotiations, before the notary, in court, and before regulators, then help secure a more resilient corporate structure after the acute phase.
Stage outcome:
- Implementation
- Control
- Ongoing support
Control and ongoing support
Implementation control
We monitor implementation, adjust documents in time and remain involved through the next stage.
Stage outcome:
- Control
- Adjustments
- Ongoing support
The Colenco Legal team
Aureliu Colenco
Managing Partner
35 years’ experience • Investigator • Judge • Lawyer
Isae Cireș
Partner
Criminal defence • Court representation
Radu Cotorobai
Partner
M&A • Due diligence • Transaction structuring
Cristian Bizian
Partner
Family disputes • Negotiations • Litigation
Frequently asked questions
Short answers to the questions owners and directors usually ask before the first consultation.
When should corporate counsel be involved right now, rather than later?
Short answer
When the ownership structure is changing, a transaction is being prepared, an investor is asking for special rights, or the conflict is already starting to block decisions. The earlier the engagement, the more room there is for a controlled solution.
Can a shareholder conflict be resolved without court proceedings?
Short answer
Often yes, if the legal levers, the corporate documents, and the real position of the parties are clear before talks begin. We assess the strength of the position first, then decide where negotiation is realistic and where a firm procedural track is required.
What should be prepared for the first consultation?
Short answer
Usually the charter, the shareholder list, recent corporate resolutions, key contracts related to the dispute, and a short timeline of events are enough. If documents are not at hand, we can start with a clear description of the issue and the people involved.
Confidential
We will assess the situation and suggest the next step
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- No mailing lists or unsolicited calls
- Your enquiry is handled confidentially
- We will contact you during business hours at the number provided
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