of February 6, 2020 No. 2
About the alternative organizations of collective investment
The parliament adopts this organic law.
This law is partial transposition of the Directive No. 2011/61/EU of June 8, 2011 the European Parliament and Council about managing directors of funds of alternate investments making changes to Directives No. 2003/41/EU and No. 2009/65/EU and Regulations (EU) No. 1060/2009 and (EU) No. 1095/2010, in its consolidated option including the changes made by the Directive No. 2014/65/EU published in the Official magazine of the European Union by L 174 of July 1, 2011; Regulations (EU) No. 345/2013 of April 17, 2013 the European Parliament and Council about the European venture capital funds published in the Official magazine of the European Union by L 115 of April 25, 2013; The delegated Regulations (EU) No. 694/2014 of the December 17, 2013 the Commissions making the additions in the Directive No. 2011/61/EU of the European Parliament and Council concerning regulatory technical standards which determine categories of persons managing funds of alternate investments, the European Union published in the Official magazine of L 183 of June 24, 2014 and the Regulations (EU) No. 2015/760 of April 29, 2015 of the European Parliament and Council about the European funds of long-term investments published in the Official magazine of the European Union by L 123 of May 19, 2015.
(1) This law establishes the legal basis of creation, permission and functioning of the alternative organizations of collective investment, the requirement to the organization, licensing and activities of societies for investment management, including the obligations connected with management of collective investment of the organizations with venture capital and long-term investments and also the regulations concerning depositaries of assets of the alternative organizations of collective investment.
(2) This law is applied to physical persons and legal entities of the Republic of Moldova, foreign physical persons and legal entities and stateless persons which render services or perform the activities connected with creation and management of collective investment of the alternative organizations. Provisions of this law are applied to banks which render services and perform activities for investment management, with the exceptions provided by this law.
(3) the National commission on the financial market (further - the National commission) is body, authorized to apply this law according to the powers determined by the Law on the National commission on the financial market No. 192/1998.
(4) This law is not applied to:
a) to non-state pension funds and schemes of participation of workers;
b) to bodies of the central and local public authority, National Bank of Moldova and Central Banks of other states, the international and regional organizations, such as the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank, the European Bank for Reconstruction and Development, and to other similar international institutions;
c) to national, regional and local authorities and the organizations or other organizations which manage the funds supporting social security systems and pension systems;
d) to the legal entities managing one or several alternative organizations of collective investment which single investors they are, parent societies or branches of these persons or other branches of parent societies provided that any of these investors himself is not the alternative organization of collective investment.
For the purposes of this law the following concepts are used:
the accompanying costs - all commission fees, charges and expenses directly or indirectly suffered by investors and established in coordination between society on investment management and investors;
depositary of assets of the organizations of collective investment (further - depositary) - investment society, including bank which according to the license for activities of investment society of category B or C obtained according to the Law on the capital market No. 171/2012, has rights to perform custodial activities;
distribution - the public or closed, direct or indirect, sent to some investors, performed by society on investment management or from his name offer of shares or investment shares of the alternative organization of collective investment which is in its management;
the retail investor - the investor acquiring in small sizes who is not professional client according to the Law on the capital market No. 171/2012;
close ties - situation as it is determined by the Law on the capital market No. 171/2012;
the closed offer (the closed issue) - the offer on acquisition of shares of the alternative organization of collective investment addressed to the limited group of people;
public offer - the message addressed to certain persons, performed in any form and any methods which contains sufficient information about conditions of the offer and on the offered shares or investment shares, thus the decision on purchase of these shares or investment shares or on subscription to them allowing the investor to make;
the alternative organization of collective investment (further - AOKI) - any alternative organization of collective investment, other than the organization of collective investment into securities which got permission of the National commission to creation and functioning according to this law and which attracts financial resources from number of investors for the purpose of their investment according to the investment policy pursued for the benefit of the corresponding investors;
the organization of collective investment into securities (further - OKITsB) - the organization of collective investment into securities determined and created according to provisions of the Law on the capital market No. 171/2012;
qualified participation - immediate or indirect possession in at least than 10 percent of the authorized capital of society on investment management or the ownership allowing to have significant effect on management of society on investment management in which this qualified participation belongs;
society on investment management (further - OUI) - the legal entity whose activities consist in management of one or several AOKI according to this law;
the long-term carrier - the tool (paper, CD ROM, the DVD, hard drives of personal computers, etc.) which allows the investor to store information addressed personally to it so that it was available to the subsequent address to her during the corresponding period of time depending on the purposes of the relevant information and which gives the chance to reproduce the stored information in accuracy;
shares of AOKI - the shares, participation certificates or investment shares issued by AOKI depending on form of business according to the constituent act or the agreement of particular partnership.
(1) AOKI are the joint-stock or limited investment companies created on the basis of the constituent act and the investment funds created on the basis of the agreement of particular partnership without creation of the legal entity which are effective by the principle of distribution of risks and which activities consist in accumulating of financial resources from physical persons and/or legal entities by release of shares for the purpose of their subsequent investment according to provisions of this law.
(2) AOKI performs the activities taking into account interests of investors and according to the regulations of reduction of investment risk determined by this law.
(3) AOKI performs activities on condition of receipt of preliminary permission of the National commission according to this law.
(4) Each AOKI is operated by certain OUI. If AOKI is joint-stock investment company, it can samoupravlyatsya on condition of receipt of the license according to provisions of this law.
(5) Owners of shares of AOKI have the right to require their redemption according to the procedure and with frequency which are established by the constituent act or rules AOKI.
(1) Depending on conditions of issue and the redemption of shares of AOKI can be:
a) opened - AOKI which shares upon the demand of any of shareholders are redeemed for the asset account AOKI through certain periods according to the procedures and frequency established by the constituent act or rules AOKI;
b) closed - AOKI which shares are redeemed for the asset account AOKI at some point established by the constituent act or rules AOKI or in activities termination phase, but not earlier than the initial five-year stage of activities during which the repurchase right cannot be performed.
(2) in case of AOKI with venture capital or AOKI with long-term investments specified in Item b) parts (1) the initial stage to the redemption can be prolonged up to 10 years from the date of organization.
(3) AOKI can be created in one of the following forms of business:
a) the investment fund without the status of the legal entity created on the basis of the agreement of particular partnership;
b) the joint-stock investment company created on the basis of the constituent act in the form of joint-stock company;
c) the limited investment company created on the basis of the constituent act in the form of limited society.
(4) the Name AOKI without fail shall contain one of the following phrases: "investment fund without the status of the legal entity", "joint-stock investment company" or "limited investment company", and also direct specifying by sight AOKI as it is provided by part (1).
(1) the Investment fund represents assets which are separated assets of OUI managing this fund and which belong to owners of investment shares.
(2) the Investment fund is created and OUI on the basis of the agreement of the particular partnership constituted in writing and which is the agreement of accession in which the investor becomes the contractual party by subscription to investment shares is controlled. Having signed the agreement of accession with OUI, the investor accepts rules of investment fund.
(3) the Location of investment fund is the location of OUI managing the relevant fund. OUI performs all rights which follow from ownership and asset management of investment fund.
(4) Investment funds do not issue other financial instruments, except investment shares. Investment shares are issued only in personalized dematerializovanny form which represents records on accounting accounts of persons registered in the register of owners of investment shares.
(5) the Investment share is the financial instrument issued by the investment fund confirming the right to equal share in net assets of fund and granting to its owner the following rights:
a) the right to require the redemption of investment share according to the frequency established by rules of investment fund;
b) the right to payment of part of net profit of investment fund if it is provided by rules of that;
c) the right to proportionate rata share of property of investment fund in case of that dissolution.
(6) the Register of owners of investment shares is kept by OUI or depositary of investment fund. Requirements to contents of the register of owners of investment shares and procedure for its maintaining are established by regulations of the National commission.
(7) the Initial cost (release the price) of one investment share of the date of receipt of permission by investment fund is established by rules of that.
(8) Investment shares are freely turned without prejudice to rules of investment fund which can set any transfer restrictions of shares.
Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info
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