A practical guide for investors, acquirers, and partners evaluating businesses in Moldova.
Due diligence used to be something only large corporations worried about. That hasn’t been true for a while. Today, mid-sized buyers, individual investors, and partnership-stage SMEs all run due diligence routinely — because the cost of skipping it has risen faster than the cost of doing it.
In Moldova specifically, due diligence has become more important as the legal and regulatory environment has grown more sophisticated. EU accession alignment, foreign investment screening under Law 174/2021, the new Personal Data Protection Law taking effect in August 2026, beneficial ownership transparency under the AML framework — each of these creates compliance considerations that can materially affect a target’s value or expose a buyer to liabilities they didn’t see coming.
BULR — Brodsky Uskov Looper Reed & Partners provides comprehensive due diligence services for transactions in Moldova, combining legal expertise with financial analysis and sector-specific knowledge.
What due diligence actually does
The English term “due diligence” translates roughly as “ensuring proper care”. Practically, it is a structured investigation of an investment target — a company, a piece of real estate, a land plot, or a business — designed to verify what the seller is representing, identify risks before they become liabilities, and give the buyer enough information to make a confident decision.
The trigger is almost always financial. The larger the investment, the higher the cost of being wrong, and the more useful the verification. A buyer paying €50,000 for a small SRL can probably accept some uncertainty. A buyer paying €5 million for a target with multiple subsidiaries, real estate, and ongoing litigation cannot.
The output of due diligence is not “the deal is fine” or “the deal is bad.” It’s a structured map of what the target looks like under examination — what’s confirmed, what’s questionable, what’s missing, and what specific risks need to be priced into the deal or covered by warranties and indemnities.
What gets reviewed in a typical Moldovan transaction
Due diligence scope varies with the transaction, but in a negotiated business combination in Moldova, the standard areas covered include:
Corporate and ownership. Verifying title to shares, the incorporation and current corporate structure, share capital history, and the validity of board and shareholder resolutions. Where a target uses an SRL or joint-stock company structure, this also includes confirming that the beneficial ownership register is current and consistent under AML obligations.
Operating permits and licences. Checking that all sector-specific authorisations are valid, current, and transferable on a change of control. For regulated sectors — energy, financial services, healthcare, gaming — this is often the most consequential part of the entire review.
Employment. Reviewing employment contracts, social insurance compliance with CNAS and CNAM, employee option plans where they exist, convertible loans, and any pending claims. For larger targets, collective bargaining arrangements and termination procedures require particular attention, since Moldovan labour law is employee-protective in several material ways.
Intellectual property. Trademark and patent registrations, copyright ownership for software and content, IP assignment clauses in employment and contractor agreements. For technology targets, source code ownership and third-party component licensing become the central question — and the area most likely to surface gaps.
Commercial agreements. Material customer contracts, supplier relationships, distribution agreements, leases. The recurring issues are change-of-control clauses, termination triggers, and dependencies on a small number of counterparties.
Litigation and disputes. Active and threatened litigation, regulatory enforcement, tax controversies. This is where contingent liabilities live, and where what the seller didn’t disclose tends to surface.
Real estate. Where the target owns or holds long-term leases, title verification, zoning compliance, construction permits, and environmental considerations.
What’s specific to Moldova in 2026
Several Moldova-specific factors shape due diligence in 2026:
Foreign investment screening under Law 174/2021. Operational since July 2025 via the Screening Council, this requires pre-investment approval for transactions in sectors of importance for state security — energy, transport, defence, certain IT activities, infrastructure. Approval is based on NACE code classification, not transaction size, so even small acquisitions in covered sectors trigger the requirement.
Beneficial ownership compliance under AML Law 66/2023. Where UBO information is missing, incorrect, or inconsistent, the Public Services Agency will refuse registration of corporate changes — effectively freezing the target’s ability to amend its structure until disclosure is corrected. This is a routine pre-closing finding worth catching early.
Data protection — Law 195/2024. Taking effect 23 August 2026, this fully transposes the GDPR. For targets processing personal data — which is most targets — DD should now confirm GDPR-equivalent privacy notices, data processing agreements, and DPO arrangements where required.
Statutory audit obligations. Under Law 271/2017, public interest entities, medium and large companies by size criteria, and entities preparing consolidated statements undergo mandatory audit. Targets sitting just below mandatory thresholds often have audit-quality gaps that surface in DD — and that affect both valuation and warranties.
Transfer pricing. For targets in international groups, the transfer pricing framework in force since January 2024 (MDL 20M / 50M thresholds) means documentation must be in place and defensible. Gaps here are a frequent post-closing surprise.
EU accession trajectory. Moldova’s regulatory framework is moving toward EU alignment in real time. Some legacy compliance positions that worked under the previous framework will not survive into the EU-aligned regime. DD increasingly looks not just at current compliance but at how compliance will hold up over the next two to three years.
How long it takes
For most M&A transactions in Moldova, the legal process takes two to three months, with a maximum of about six months. Complex transactions requiring Competition Council or National Bank approval can extend beyond that — sometimes significantly. Foreign investment screening under Law 174/2021 adds its own timeline, generally counted in weeks rather than months but worth factoring into the overall schedule.
DD itself typically runs in parallel with the deal negotiation, starting after the LOI or term sheet is signed and concluding ahead of the SPA. For mid-sized transactions, a focused DD review takes 3–6 weeks of intensive work; for larger or cross-border deals, two to three months.
What BULR delivers
BULR’s due diligence work combines legal review with financial assessment and sector-specific expertise. A typical engagement covers:
- Legal review — corporate structure, contracts, licences, employment, IP, litigation
- Financial assessment — analysis of financial statements and identification of financial risks
- Compliance verification — current regulatory status across applicable areas (AML, data protection, sector-specific)
- Asset valuation — verification of title, encumbrances, and legal protection of assets
The work is delivered as a structured DD report identifying findings, assessing materiality, and recommending mitigation — through purchase price adjustment, warranties, indemnities, or pre-closing remediation. Where required, BULR coordinates with foreign counsel for the cross-border elements of multi-jurisdictional transactions.
Why DD matters beyond just risk
Done well, due diligence is more than a risk-identification exercise. It produces several other things that matter to buyers:
Negotiating leverage. Findings that surface during DD become the basis for renegotiated terms — price adjustments, retention escrows, specific indemnities. Buyers who skip DD lose this leverage entirely.
Post-closing clarity. Knowing what you’ve bought — operationally, contractually, and legally — accelerates integration and reduces the cost of post-closing surprises.
Investor and lender confidence. For deals involving external financing, DD reports are often a prerequisite for funding. A clean, professional DD report opens doors that an absent or superficial one closes.
Getting started
Due diligence works best when planned early — ideally at the LOI stage, before the SPA is being drafted. Late-stage DD that finds material issues forces uncomfortable choices: walk away, take the risk, or restart negotiations from a weaker position.
Contact BULR for a scoping conversation on your specific transaction. The first discussion identifies which DD areas are material to your deal, which can be deprioritised, and how the work fits into your overall transaction timeline.
We don’t just identify risk — we structure the verification work that makes confident decisions possible.