Starting 1 March 2019, following a major reform of civil and corporate legislation, foreign legal entities are able to register branches in Moldova that do not have legal personality and may carry out commercial activity.
A branch is a separate subdivision of the legal entity, located outside its premises, having the appearance of permanence, its own management, and the material endowment necessary to carry out, wholly or partially, the activities of the parent entity.
Moldovan law states that foreign entities may carry out activity through branches in the Republic of Moldova, subject to their registration in the public registers and obtaining the permissive documents, where the case. The foreign parent entity is responsible for the liabilities arising from the activities of its branch in the Republic of Moldova.
The modernised Civil Code modifies the concept of 'subsidiary', which, in contrast to the branch, is an entity with legal personality. The law provides that references in the legislation in force to the subsidiary or representative office of a legal entity are considered references to the branch of the legal entity until the legislation is aligned with the corporate provisions of the modernised Civil Code.
In the light of the newest amendments to the civil legislation, starting with 1 March 2019, the concept of 'representative office' has been excluded from Moldovan legislation. The transitory legal provisions state that all representative offices registered before 1 March 2019 will be considered as branches of the parent companies. In addition, all references in the national legislation to representative offices will be considered as references to branches of legal entities.
By 1 January 2024, legal entities that registered in the Republic of Moldova branches and representative offices are required to bring their articles of incorporation/regulations of the branches and representative offices in accordance with the provisions of the modernised Civil Code and operate the necessary modifications in the state Register of legal entities.