LAW OF THE REPUBLIC OF MOLDOVA

of February 20, 2020 No. 18

About modification of the Join-stock companies law No. 1134/1997

The Parliament adopts this organic law.

This law is transposition:

- Items h), j) and k) Article 4; Articles 45-47; parts (1) - (3) Article 49; parts (2) Article 52; Article 56; Article 57; parts (2) Article 58; parts (2) Article 59; Articles 60-63; Article 66; Article 68; Article 70; parts (3) Article 72; Article 73; Article 74; Articles 80-83; parts (3) Article 87; parts (1) Article 89; parts (1) Article 90; Items c) - g) parts (1) Article 91; Article 92; parts (1) Article 93; Article 95; Article 96; parts (1) - (3) Article 97; parts (1) Article 99; Article 104; Articles 107-112; Articles 135-138; parts (2) and (3) Article 141; Articles 142-144; parts (1) and (3) Article 146; Article 147; Article 150; Article 153 and Article 155 of the Directive 2017/1132/EU of the European Parliament and Council of June 14, 2017 about some aspects of corporate law published in the Official magazine of the European Union by L 169 of June 30, 2017;

- parts (1) - (4) Article 5; parts (1) - (3) Article 6; parts (4) Article 7; Articles 8-11; Article 13 and Article 14 of the Directive 2007/36/EU of the European Parliament and Council of July 11, 2007 about implementation of certain shareholder rights in the companies whose shares are admitted to organized trading, with brought by the Directive 2014/59/EU of the European Parliament and Council of May 15, 2014 changes published in the Official magazine of the European Union by L 184 of July 14, 2007.

Art. I. - In the Join-stock companies law No. 1134/1997 (repeated publication: The official monitor of the Republic of Moldova, 2008, Art. No. 1-4, 1), with subsequent changes to make the following changes:

1. After formula of acceptance to add the law with formula of harmonization of the following content:

"This law is transposition of the following European Union directives:

- Directives 2012/30/EU of the European Parliament and Council of October 25, 2012 about coordination of the guarantees entered for commercial societies in the state members, in sense of the second paragraph of article 54 of the Agreement on functioning of the European Union, for the purpose of protection of interests associated or the third parties during creation of commercial joint-stock companies and in case of maintenance and change of their capital;

- Directives 2011/35/EU of the European Parliament and Council of April 5, 2011 about merge of commercial joint-stock companies;

- The sixth Directive of Council 82/891/EES of December 17, 1982, based on Item g) parts (3) article 54 of the Agreement on separation of open joint stock companies, - coded by the Directive all (EU) 2017/1132 European Parliament and Council of June 14, 2017 about some aspects of corporate law published in the Official magazine of the European Union by L 169 of June 30, 2017;

- Directives 2007/36/EU of the European Parliament and Council of July 11, 2007 about implementation of certain shareholder rights in the companies whose shares are admitted to organized trading, with brought by the Directive 2014/59/EU of the European Parliament and Council of May 15, 2014 changes published in the Official magazine of the European Union by L 184 of July 14, 2007.".

2. In all text of the law of the word "society subject of public value" shall be replaced with words "the subject of public value" in the corresponding case and taking into account capital letters, the words "auditor society" - the words "subject of audit" in the corresponding case and taking into account capital letters, and the word to "correspondence full-time" - words to "the mixed form".

3. Add the law with Article 8-1 of the following content:

"Article 8-1. Affiliates of society

(1) Affiliates of society are:

a) members of council of society, executive body, audit committee, and also other officials of society according to provisions of this law;

b) shareholders who directly or indirectly, individually or jointly with the affiliates own or control at least 25 percent of the authorized capital of society;

c) any other persons exercising control over society on the basis of the power of attorney, the agreement or the administrative act;

d) any legal entity who is under control of society or from name and/or at the expense of whom acts society on the basis of the power of attorney, agreement or administrative act;

e) any legal entity who is together with society under control of the third party;

f) persons affiliated to any physical person specified in Items a) - c).

(2) persons Affiliated to physical person are:

a) spouses, relatives and cousins-in-laws of the first and second degree of relationship of physical person, the spouse of the specified relatives and cousins-in-laws, and also any other person who together with this physical person has direct and connected interest in joint business;

b) the legal entity in whom the physical person, and also its affiliates individually or jointly exercise control or have considerable influence owing to ownership of them of the capital in the amount of, specified in Item b) parts (1), or are members of its governing body.".

4. In Article 11:

part (to add 6) with Item d) the following content:

"d) according to the procedure, specified in part (8), - in case of shares which are not traded in the controlled market or within multilateral trade system.";

parts (7) and (to state 8) in the following edition:

"(7) in case of the transactions of purchase and sale made in the controlled market according to Item a) parts (6), the parties have the right to make the transaction on contract price, in the conditions of the special transactions approved on circumstances, with the National commission on the financial market and/or National Bank of Moldova.

(8) Societies which shares are not traded in the controlled market or within multilateral trade system can provide the following method of alienation of the shares belonging to shareholders in the charters:

a) the shareholder of society who wishes to sell the shares shall send to executive body of society the written offer with indication of conditions of the offered transaction. The executive body in three-day time from the date of receipt of the offer shall inform on it other shareholders;

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