LAW OF THE REPUBLIC OF MOLDOVA

of July 30, 2026 No. 162

About prudential supervision of investment companies

The Parliament adopts this organic law.

This law shifts:

- The directive (EC) of the European parliament and Council 2019/2034 of November 27, 2019 about prudential supervision of investment companies and about modification of directives 2002/87/EC, 2009/65/EC, 2011/61/EC, 2013/36/EC, 2014/59/EC and 2014/65/EC, published in the Official magazine of the European Union by L 314 of December 5, 2019, CELEX: 32019L2034, taking into account the last changes made by the Directive (EU) of the European parliament and Council 2024/2994 of November 27, 2024;

- part (2) Article 1 of Regulations (EC) of the European parliament and Council 2019/2033 of November 27, 2019 about prudential requirements to investment companies and about modification of regulations (EC) No. 1093/2010, (EC) No. 575/2013, (EC) No. 600/2014 and (EC) No. 806/2014, of the European Union published in the Official magazine of L 314 of December 5, 2019, CELEX: 32019R2033, taking into account the last changes made by the Delegated regulations (EU) of the Commission 2024/1771 of March 13, 2024;

- The delegated regulations (EC) of the Commission 2021/2153 of August 6, 2021, supplementing the Directive (EC) of the European parliament and Council 2019/2034 regarding the regulating technical standards establishing criteria based on which certain investment companies are subject to requirements of Regulations (EC) No. 575/2013, published in the Official magazine of the European Union by L 436 of December 7, 2021, CELEX: 32021R2153.

Chapter I. General provisions

Article 1. Regulation subject

This law establishes the principles and features of prudential supervision of investment companies and groups of investment companies, the requirements to the original capital applicable to investment companies, administrative measures and sanctions applied in case of non-compliance with this Regulations and also procedure for ensuring transparency in the course of supervision.

Article 2. Scope

(1) This law is applied to the investment companies having permission according to the legislation on the markets of financial instruments and on investing activities.

(2) Subjects of this law within provisions of Articles 54-58 are investment companies, other than credit institutes, dealers in goods and emissions quotas, the organizations of collective investment or insurance societies / insurers having permission to implementation of any of the following types of activity: transactions at own expense, subscription to financial instruments and/or placement of financial instruments on the basis of firm commitment and which correspond to at least one of the following criteria for application of prudential requirements to credit institutes according to provisions of the Law on activities of banks No. 202/2017 (further - the Law No. 202/2017):

a) the total cost of the consolidated assets of investment company is equal or exceeds 15 billion euros, is calculated as average value for the last 12 months, except for costs of individual assets of any foreign subsidiary performing any of types of activity specified in this part;

b) the total cost of the consolidated assets of investment company constitutes less than 15 billion euros, at the same time the investment company is part of group in which the total cost of the consolidated assets of all subjects entering into group, each of which separately has assets total cost menee15 billions of euros and which performs any of the following types of activity: transactions at own expense, the subscription to financial instruments and/or placement of financial instruments on the basis of firm commitment, constitutes or exceeds 15 billion euros, calculated as average value for the last 12 months, except for costs of individual assets of any foreign subsidiary performing any of types of activity specified in this part; or

c) the investment company is subject of the decision of competent authority on application to it prudential requirements to credit institutes according to Law No. 202/2017 provisions.

(3) Operation of this law does not extend to the credit institutes performing activities in the capital market, prudential supervision of which is exercised by National Bank of Moldova (further - National Bank), according to the regulations regulating activities of credit institutes.

(4) Provisions of Articles 21-30 are not applied to investment companies which based on the regulation of the National commission on the financial market about prudential requirements to investment companies correspond to all criteria of the small and not interconnected investment companies.

Article 3. Competent authority

(1) the National commission on the financial market (further - the National commission) is public body with powers on regulation, supervision and control of the provided services and the performed activities in the market of financial instruments according to the legislation on the markets of financial instruments and investing activities, and also is competent authority in the field of prudential supervision of investment companies and groups of investment companies to which this law extends, and performs the powers established by the Law on the National commission on the financial market No. 192/1998 (further - the Law No. 192/1998).

(2) For enforcement of this law the National commission passes decisions in the form of regulations, and also explanatory or referral notes and documents.

Article 4. Concepts

For the purposes of this law the following concepts are used:

1) issue of permission - the procedure of issue of permission of investment company according to the legislation on the markets of financial instruments and investing activities;

2) the original capital - the capital necessary for issue of permission to investment companies provided by Articles 11 and 12;

3) the dealer in goods and emissions quotas - subject which main activities consist only in provision of investment services or implementation of investing activities concerning derivative financial instruments on goods, derivative contracts for goods, derivative financial instruments on emissions quotas;

4) the top management - in the value determined by the legislation on the markets of financial instruments and investing activities;

5) compliance to requirements to capital adequacy at the level of group - observance by parent society of group of investment companies of the requirements provided by the regulation of the National commission about prudential requirements to investment companies;

6) the central partner - in the value determined by article 3 of the Law on finality of calculations in payment systems and settlement systems by financial instruments No. 183/2016;

7) the skilled central partner - the central partner having permission of competent authority of the member state of the European Union in which he is founded, or recognized by the third country;

8) control - the relation between parent society and branch in one of the situations provided by the concept of control determined by article 6 of the Law on the capital market No. 171/2012 and the Instruction about immediate and indirect possession approved by the resolution of the National commission or the relation of similar nature between any physical or legal entity and the subject;

9) branch - in the value determined by the legislation on the markets of financial instruments and investing activities;

10) investment company - in the value determined by the legislation on the markets of financial instruments and investing activities;

11) mother investment company of the member state of the European Union (further - mother investment company of the EU) - the investment company of the member state of the European Union which is entering into group of investment companies and having other investment company or financial institution as branch, or owning share in such investment company or financial institution which in turn is not branch of other investment company having permission in any member state of the European Union or the holding investment society or the mixed holding financial society founded in the member state of the European Union;

12) group - in the value determined by article 3 of the Law on financial accounting and the financial reporting No. 287/2017;

13) group of investment companies - the group of subjects consisting of parent society and its branches or group of the subjects corresponding to compulsory provisions of the financial reporting among which, at least, one is investment company and which does not include any credit institute;

14) credit institute - in the value used in the legislation on banks;

15) financial institution - the subject, other than credit institute, investment company or net industrial holding which main activities consist in acquisition of shares or in implementation of one or several types of activity provided by Items b) - l) and o) parts (1) article 14 of the Law No. 202/2017, including holding financial society, the mixed holding financial society, holding investment society, payment society in the value determined by article 3 of the Law on payment services and electronic money No. 114/2012, and society by asset management, except for insurance holdings and the mixed insurance holdings in the value determined by article 4 of the Law on insurance or reinsurance activity No. 92/2022;

16) derivative financial instruments - in the value determined by the legislation on the markets of financial instruments and investing activities;

17) the company - the supplier of support services - society which main activities consist in ownership or property administration and provision of services on data processing or in implementation of similar activities which are auxiliary in relation to the main activities of one or several investment companies;

18) close ties - in the value determined by the legislation on the markets of financial instruments and investing activities;

19) the participant of clearing - the legal entity who is member of the central partner and bears responsibility for execution of the financial liabilities following from this participation;

20) governing body - in the value determined by the legislation on the markets of financial instruments and investing activities;

21) governing body when implementing the function of supervision - the governing body performing the powers on supervision and monitoring of decision making process by management;

22) genderno neutral policy of remuneration - the policy of remuneration based on the principle of equal remuneration of persons men's and female for equal work or work of equal value;

23) systemic risk - in the value determined by article 3 of the Law No. 202/2017;

24) investment services and investing activities - in the value determined by the legislation on the markets of financial instruments and investing activities;

25) the consolidated statements - the reporting constituted as a result of application of requirements for prudential consolidation according to the regulation of the National commission about prudential requirements to investment companies concerning mother investment company, parent holding investment society or the parent mixed holding financial society as though appropriate subject together with all investment companies, financial institutions, the companies - suppliers of support services and authorized agents in group of investment companies represented single investment company;

26) holding financial society - in the value determined by article 3 of the Law No. 202/2017;

27) the mixed holding financial society - in the value determined by article 3 of the Law No. 202/2017;

28) the parent mixed holding financial society - parent society of group of investment companies which is the mixed holding financial society;

29) holding society with the mixed activities - in the value determined by article 3 of the Law No. 202/2017;

30) holding investment society - financial institution which branches are only or mainly investment companies or financial institutions provided that at least one of such branches is investment company and which is not holding financial society;

31) parent holding investment society of the European Union (further - parent holding investment society of the EU) - holding investment society of the member state of the European Union which enters into group of investment companies and which, in turn, is not branch of other investment company having permission in the member state of the European Union or other holding investment society in the member state of the European Union;

32) parent society - the subject controlling one or several branches;

33) the host state - the member - in the value determined by the legislation on the markets of financial instruments and investing activities;

34) the State of origin - the member - in the value determined by the legislation on the markets of financial instruments and investing activities;

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