of April 2, 1997 No. 1134-XIII
About joint-stock companies
The parliament adopts this law.
This law:
- shifts the Directive 2012/30/EU of the European parliament and Council of October 25, 2012 about coordination for the purpose of equating of the guarantees entered for commercial societies in the state members, in sense of paragraph two of article 54 of the Agreement on functioning of the European Union, for protection of interests associated or the third parties during creation of commercial joint-stock companies and maintenance and change of their capital;
- shifts the Directive 2011/35/EU of the European parliament and Council of April 5, 2011 about merge of commercial joint-stock companies;
- shifts the Sixth Directive of Council of the European communities 82/891/EES of December 17, 1982 based on Item g provisions) parts (3) article 54 of the Agreement on separation of commercial 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;
- partially shifts the Directive 2007/36/EU of the European parliament and Council of July 11, 2007 about implementation of certain shareholder rights in the companies which shares are admitted to organized trading, with the last changes made by the Directive (EU) 2017/828 European parliament and Council of May 17, 2017 about change of the Directive 2007/36/EU on encouragement of long-term participation of shareholders.
(1) This law determines procedure for creation, dissolution (liquidation) and legal status of joint-stock companies, the rights and obligations of shareholders, members of governing bodies and other officials of society, and also provides protection of the rights and legitimate interests of creditors and shareholders of these societies.
(2) This law extends to the joint-stock companies created or created in the Republic of Moldova if this law or other legal acts does not provide other.
(3) Features of creation, dissolution (liquidation) and legal status of joint-stock companies in case of privatization of property of the state and municipal companies are determined by this law and the legislation on privatization.
(4) Features of creation, dissolution (liquidation) and legal status of joint-stock companies in bank, investment, exchange and insurance fields of activity are determined by other legal acts.
Joint-stock company (further – society) commercial society which authorized capital is completely divided into shares and which obligation are provided with property of society is recognized.
(1) Society is the legal entity performing the activities based on this law, other legal acts and the charter of society.
(2) Society is effective unrestricted term if the charter does not provide other.
(3) Society owns on the property right property which is isolated from property of shareholders and is considered on its separate balance.
(4) Society incurs before the shareholders obligations according to this law, other legal acts and the charter of society.
(5) Society can acquire and perform on its own behalf the property and personal non-property rights, perform duties, to be claimant and the defendant in degree of jurisdiction.
(6) Society has the right to perform the any kinds of activities which are not forbidden by the legislation. The separate types of activity determined by the legislation, society has the right to be engaged only based on the license.
(7) Society has the right to open bank accounts for the territories of the Republic of Moldova and beyond its limits.
(8) Society has the right to have stamps and forms with the name, and also registered trade mark (service mark) and other means of visual identification of society. Any document and any letter of society shall contain its name, specifying on form of business, the location address, number of state registration, the size of the authorized capital and name of the head.
(1) the Property of society is formed as a result of share placing, its financial and economic activities and for other bases, stipulated by the legislation.
(2) Society has the right to provide and attract loans according to this law, other legal acts and the charter of society.
(3) Society bears responsibility according to the obligations all property belonging to it on the property right.
(4) Society does not answer for obligations shareholders.
(5) Society has no right to grant loans, and also guarantees for acquisition of own securities.
(1) Society independently develops the production program, proceeding from the signed sales agreements of products to consumers and need of social and production development of society.
(2) Society creates material and technical resources and buys the goods, works and services intended for covering of own requirements on commodity market and services. Providing material and technical resources and forming of the production program are performed on the basis of the principle of transparency of procurement procedures and efficiency of use of sources of financing.
(1) Society performs the activities under certain name.
(Full name of society shall contain 2):
a) words "joint-stock company" or reducing "S.A".;
b) the specific name of society allowing to distinguish this society from other organizations.
(3) Full name of society may contain also other data which are not contradicting the legislation.
(4) Society shall use the name including reduced only in that type in what it is brought in the State register of legal entities.
(5) Features of the name of society and its use are determined also by other legal acts.
(1) the Location of society the location of its executive body specified in the charter of society is recognized.
(2) the Legal address of society is the address of the place of its stay. Society has the right to have also other postal addresses for conducting correspondence.
(3) Society shall notify the creditors, shareholders, and also the bodies of the public power determined by the legislation on change of the location.
(1) Governing bodies of society are:
a) general shareholder meeting;
b) council of society;
c) executive body;
(1-1) Regulatory authorities of society are:
a) committee on audit;
b) audit committee.
(2) In society with number of shareholders less 50th powers of council of society can be performed by general shareholder meeting.
(3) the Structure, competence, procedure for education and activities of governing bodies and regulatory authorities of society are determined by this law, other legal acts, the charter and regulations of society.
(4) Within process of insolvency of function of governing bodies of society the bodies authorized according to the Insolvency act No. 149 of June 29, 2012 perform.
(1) Society has the right to create branches and representations in the Republic of Moldova according to this law and other legal acts, and outside the republic – and according to the legislation of foreign state if the international treaty of the Republic of Moldova does not provide other.
(2) Branch of society is its separate division which is located outside the location of society and can perform all its powers, including representative, or their part.
(3) Representative office of society is its separate division which is located outside the society location, represents and protects its interests.
(4) Society allocates branch and representation with property which is considered on balance of society, and property of branch – and on separate balance of branch.
(5) the Branch and representation are not legal entities and societies based on the provisions approved by society act on behalf. Responsibility for activities of branch and representation bears the society which created them.
(The Head of branch or representation acts on the basis of the 6) the regulations on branch or representation and the power of attorney issued by society approved by society.
(1) Affiliates of society are:
a) members of council of society, executive body, auditing commission / committee on audit, 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 or regulatory authority.
(1) Society has the right to exercise control over other companies and to have the dependent societies in the Republic of Moldova created according to this law and other legal acts, and outside the republic – and according to the legislation of foreign state if the international treaty of the Republic of Moldova does not provide other.
(2) Joint-stock or other commercial company is recognized dependent if other (prevailing) society owing to acquisition of the number of shares giving control over the first society or on other bases has opportunity to determine directly or indirectly the decisions made by the first society.
(3) It is supposed that the company which is in preferential ownership is dependent on the company with preferential participation in it.
(4) the Prevailing society has the right to give to dependent society obligatory instructions only based on relevant provisions of charters of each of societies.
(5) the Prevailing society having the right to give to dependent society obligatory instructions answers subsidiarno with dependent society for its obligations which arose owing to execution of instructions of the prevailing society.
(6) in case of insolvency of dependent society owing to execution of obligatory instructions of the prevailing society the last answers subsidiarno for its obligations and debts.
(7) Shareholders of dependent society have the right to demand from the prevailing society of indemnification, the obligatory instructions of the prevailing society caused to dependent society by execution.
(8) Dependent society has no right to hold shares and other securities of the prevailing society.
(1) Placement, the address and cancellation of shares, bonds and other securities of society are performed according to this law, the legislation on the capital market, other legislation and the charter of society.
(2) Joint-stock companies can issue securities in the form established by the Law on the capital market.
(3) Securities of society without fail are registered in the register of issuers of securities which is kept by the National commission on the financial market.
(4) Securities of society are recognized placed if they are completely paid by their first acquirers (subscribers) and are written down on the security accounts opened depending on circumstances, in Single Central Securities Depository (further - the Central depositary) according to provisions of the Law on Single Central Securities Depository No. 234/2016 and according to its rules or at the registrar according to the Law on the capital market No. 171/2012.
(5) Society has the right to place only personalized securities.
(6) In case of placement of securities of society their payment by installments is not allowed.
(7) the Securities issued by joint-stock companies address as follows:
a) only in the controlled market – in case of transactions of purchase and sale with the securities issued by subjects of public value of 1 percent and more total quantity of issued securities of one class;
b) in the controlled market or out of the controlled market – in case of transactions of purchase and sale with the securities issued by subjects of public value in amount to 1 percent of total quantity of issued securities of one class;
c) according to the procedure for transactions established by the National commission on the financial market, – in case of transactions, others what specified in Items a) and b);
d) according to the procedure, specified in part (9), – in case of shares which are not admitted to trading in the controlled market or within multilateral trade system.
(8) in case of the transactions of purchase and sale made in the controlled market according to Item a) parts (7), 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.
(9) Societies which shares are not admitted to trading 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;
b) if within one month from the date of the notification on the proposal of the shareholder other shareholders of society did not perform the privilege to alienable shares, the shareholder has the right to sell them to any other person at the price not below offered shareholders of society;
c) upon the demand of creditors of the shareholder of society of the share which the specified shareholder owns can be sold according to the decision of degree of jurisdiction if within one month from the date of filing of application shareholders of society did not perform the privilege to these shares;
d) upon transition of the property right to shares by means of the right of succession, donation or because of pledge non-execution the shareholder preemptive right is not applied.
(1) the Share the document certifying the rights of his owner (shareholder) to participation in management of society, to receipt of dividends, and also parts of property of society in case of its liquidation is recognized.
(2) the shares placed by society shall be determined by the Charter of society.
(3) Shares of society can have nominal value which shall be multiple to one leu.
(4) Nominal value of all common shares of society shall be identical.
(5) Par value per share affirms the constituent assembly or general shareholder meeting and it is specified in the constituent documents of society and other documents determined by this law and the legislation on the capital market.
(6) in case of share placing which nominal value is not determined general shareholder meeting has the right to establish share value in the decision on their issue. The established share value is not specified in constituent documents of society and is used for determination of the size of the authorized capital of society.
(7) the Nominal (established) share value reflects the part of the authorized capital of society falling on one placed share.
(1) the Share which is in circulation the placed share which shareholder of society owns is recognized.
(2) the placed share of society acquired or redeemed by it from the shareholder of society is recognized Treasurer.
(3) Treasury shares are withdrawn from circulation and constitute the withdrawn capital of society.
(4) Treasury shares do not form equity of society, do not grant voting power at general shareholder meeting, the rights to dividends, and also on receipt of part of property of society in case of its liquidation and cannot be contribution to the authorized capital of any commercial society.
(5) the Treasury shares acquired by society for the purpose of reduction of the authorized capital are subject to exception of co of the account of the issuer person performing maintaining the shareholder register only after registration of corresponding changes in the charter of society.
(6) the Nominal (established) value of treasury shares of one or several classes cannot exceed 10 percent of the authorized capital of society.
(7) In case of violation of the requirement of part (6) society shall make alienation of treasury shares no more than one year from the date of violation of the specified requirement in time. The shares which are not alienated during this term are cancelled, at the same time society shall reduce the size of the authorized capital respectively.
(8) In case of determination of the price of alienation of treasury shares Item b provisions are applied) parts (1) and parts (7) article 23 of the Law on the capital market No. 171/2012. In case of impossibility of application of relevant provisions alienation of treasury shares is performed at the final price of their acquisition.
(9) In case treasury shares of certain class cannot be aloof on the conditions provided by part (8), within decision making about increase in the authorized capital by means of additional share issue of the corresponding class they can be offered shareholders and/or employees of society for acquisition at the price is not lower than their nominal (established) value. The decision on alienation of treasury shares is implemented after recognition of the additional issue which took place.
(10) Treasury shares can be used also as means for payment according to provisions of the charter of dividends in limits and on the conditions approved by general shareholder meeting.
(1) Society has the right to place common and preferred shares.
(2) the Common share certifies the rights of her owner to one voice at general shareholder meeting, on receipt of one share of dividends, and also parts of property of society in case of its liquidation.
(3) Property rights of owners of common shares can be exercised only after complete satisfaction of property rights of owners of preferred shares.
(4) the Preferred share grants to her owner the additional rights (privileges) in comparison with the owner of the common share concerning priority of receipt of dividends and the size of dividends, and also part of property of the society distributed in case of its liquidation.
(5) the Preferred share does not grant it to the owner voting power if this law does not provide other.
(6) the Preferred share grants to her owner the right to part of property of society in case of its liquidation in the amount of, corresponding to salvage value of this share.
(7) Salvage value of preferred share is determined by the charter of society and can exceed its nominal (established) value. If the charter does not determine salvage value of preferred share, her owner in case of liquidation of society has the right to part of property of society in the amount of, corresponding to the nominal (established) share value.
(8) the Share of preferred shares shall not exceed 25 percent of the authorized capital of society.
(9) Common shares can be only one class. Preferred shares can be one or several classes.
(1) the Share class is set of the shares of identical type of one issuer who is granting to their owners the identical rights and having identical distinctive signs.
(2) Society has the right to place preferred shares with the fixed or unstable dividends. The fixed dividends are established in fixed amount on one share or the fixed percent to par value per share.
(3) Preferred shares with the fixed dividends can be cumulative, partially cumulative or non-cumulative.
(4) Cumulative shares grant to their owners the right to all to the dividends which are saved up for certain term one payment or the right to dividends in subsequent period if society did not pay them in previous period.
(5) Partially cumulative shares grant the right to part of cumulative dividends, and non-cumulative shares do not grant such right.
(6) the Preferred share with the fixed dividends does not grant to her owner voting power at general shareholder meeting, except as specified:
a) nonpayments of the announced dividends at the scheduled time, non-inclusions in the agenda of the regular annual general meeting of shareholders of question of dividend payout according to preferred shares or rejection at the last regular annual general meeting of shareholders of the decision on dividend payout, decision makings about dividend payout in incomplete size or rejection at the last regular annual general meeting of shareholders of the decision on payment according to provisions of the charter of society of cumulative dividends. The voting power stops after payment of cumulative dividends in complete size;
b) adoptions by general shareholder meeting of the decision on change of the rights of owners of preferred shares in connection with reorganization or liquidation of society, additional issue of the preferred shares of other class granting to their owners the additional rights in relation to owners of the placed preferred shares or on other bases, stipulated by the legislation about the capital market or the charter of society.
(7) Preferred shares with unstable dividends grant voting power only in cases, stipulated in Item b) parts (6).
(8) In cases when preferred shares acquire voting power at general shareholder meeting, vote is performed as follows:
a) preferred shares are conditionally converted into common shares in the proportion established proceeding from the relation of the nominal (established) value of preferred shares to the nominal (established) value of common shares;
b) the owner of preferred shares votes the number of the shares received after conditional converting including fractional parts in the amount up to hundredth parts which can appear as a result of conditional converting of preferred shares in simple;
c) the counting board sums up fractional parts separately for the votes given by pros and cons and counts quantity of the whole voices.
(9) the Executive body of society shall inform the Central depositary / registrar information on receipt of voting power by preferred shareholders right after holding meeting on the issue of convocation of the regular annual general shareholder meeting on which the agenda of general shareholder meeting does not include question of dividend payout according to preferred shares, or the regular annual general meeting on which decisions on dividend payout are not made or the decision on dividend payout in incomplete size according to Item is made and) parts (6).
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