LAW OF THE REPUBLIC OF MOLDOVA

of November 11, 2021 No. 174

About the mechanism of consideration of investments, significant for state security

The parliament adopts this organic law.

This law partially shifts Regulations of the European parliament and Council (EU) 2019/452 of March 19, 2019 about establishment of legal framework for check of direct foreign investments in the Union published in the Official magazine of the European Union by L 79 I of March 21, 2019, CELEX: 32019R0452.

Chapter I General provisions

Article 1. Sphere of regulation and purpose of the law

(1) This law establishes conditions under which investors can perform investing activities in areas, significant for state security, powers and mechanisms of the state supervision of the related investing activities. Provisions of the Law on the state control of business activity No. 131/2012 do not extend to the mechanisms of the state control and supervision of investing activities falling under action of provisions of this law.

(2) the Purpose of this law is protection of investments, areas, performed in significant for state security, and increase in transparency of investments, significant for state security.

Article 2. Basic concepts

For the purpose of this law the following basic concepts are used:

the vygodopriobretayushchy owner - the owner in the value determined in article 5-2 of the Law on the prevention and anti-money laundering and terrorism No. 308/2017 financing;

control - situation in which the physical person or legal entity corresponds to at least one of the conditions provided by part (3) Article 203 of the Civil code No. 1107/2002, and also situation provided by part (4) the same Article;

the indirect owner / acquirer - person, including the vygodopriobretayushchy owner who is owning/acquiring share in the authorized capital of the legal entity by means of other person over whom exercises control;

the subject of the financial sector - in the value determined in article 3 of the Law on activities of banks No. 202/2017;

operation of objects of power - management and management of the systems and the equipment providing production, transportation and distribution of energy, and also maintenance and the protection of these systems and the equipment performed based on the license according to provisions of the Law on heat energy and promotion of cogeneration No. 92/2014, of the Law on the electric power No. 107/2016, of the Natural Gas Act No. 108/2016 and the Law on power No. 174/2017, with observance of regulations and standards in the field of energy security and efficiency;

the international financial institution - the financial institution created on the basis of interstate agreements including any multilateral development bank as it is determined by Item 1) of article 4 of the Law on agreements on financial provision No. 184/2016;

the potential investor - physical person or legal entity or group of such persons acting in coordination who intend to perform in any manner, directly or indirectly, including as the vygodopriobretayushchy owner, investing activities and/or the transaction in areas, significant for state security;

the international rationing arrangements - in the value determined in article 2 of the Law on application of the international rationing arrangements No. 25/2016;

the operator in area, significant for state security, - the business entity performing economic or administrative activity in areas, significant for state security, stipulated in Article 4;

persons acting in coordination - person in the situations determined by concept "persons acting in coordination" in article 6 of the Law on the capital market No. 171/2012.

Article 3. Scope

(1) This law is applied to the legal relationship connected with implementation of investing activities by physical persons and legal entities which in any manner, directly or indirectly, individually or together with persons acting in coordination including as the vygodopriobretayushchy owner, intend to perform or perform the following types of investing activities and/or the transaction in areas, significant for state security (further - investments / investing activities):

a) control, purchase/acquisition or increase in qualified participation in type of shares or shares in the authorized capital of the legal entity, including the legal entity who is already performing investments in areas, significant for state security, or control over this legal entity;

b) the conclusion of the agreement on concession of works or the agreement on concession of services according to the Law on concessions of works and concessions of services No. 121/2018, and also on concessions in the field of defense and state security if the procedure of provision and execution of concession contains the data relating to the state secret according to provisions of the Law on the state secret No. 245/2008, subject of which is included into the areas, significant for state security, established by this law;

c) the conclusion of the agreement on public and private partnership according to the Law on public and private partnership No. 179/2008, subject of which is included into the areas, significant for state security, established by this law;

d) the conclusion of the investment agreement in areas, significant for state security, according to provisions of the Law on investments into business activity No. 81/2004, subject of which are objects, significant for state security, or the subject of which enters the areas, significant for state security, established by this law. If the subject of the investment agreement regulated by article 12-1 of the Law on investments into business activity No. 81/2004, belongs to one of areas, significant for state security, the established presents the law, the relevant agreement is qualified as the investment agreement in areas, significant for state security;

e) the conclusion of the transaction of purchase and sale of the assets which are part of the legal entity or belonging to the legal entities who are already performing investments in areas, significant for state security, which cost constitutes, according to the last financial statement of at least 25 percent of asset cost of these legal entities and/or cost of which exceeds 1 000 000 euros in leevy equivalent;

f) the conclusion from name and/or at the expense of the legal entity who is already performing investments in areas, significant for state security, financial transactions by means of one or several transactions connected among themselves in the form of credit/loan or subsidy with persons from other states, directly or indirectly the controlled governments of other states.

(2) Provisions of this law are not applied to the investing activities and transactions provided by part (1):

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