MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
A “class” of shares includes all shares of the same type issued by a company that provide identical rights and share the same distinguishing features. The rights linked to shares are mainly outlined in the Law on Lim - ited Liability Companies and the Law on Joint Stock Companies. These rights can be expanded or further specified in the company’s articles of association, as long as they stay within legal limits. 1.4 Variation of Shareholders’ Rights In S.R.L.s, shareholders have considerable flexibility to define their rights through mutual agreement, as allowed under Law No 135/2007 on Limited Liability Companies. The standard rule is that each Moldovan leu (MDL) of share capital provides one vote in the general meeting and a proportional share of dividends and liquidation proceeds. Any deviation from this rule – including changes to the number of votes per share, how dividends are allocated, or the distribution of liq- uidation proceeds – requires the unanimous approval of all shareholders. In S.A.s, the rights connected to ordinary shares are established by law and cannot be changed, as they safeguard essential shareholder protections. The sole exception is preference shares, whose rights can be modified via a resolution by the general meeting with the separate approval of at least three-quarters of the holders of that particular class of preference shares. 1.5 Minimum Share Capital Requirements Moldovan law sets minimum share capital require- ments based on the type of company being formed: • a limited liability company can be formed with a minimum share capital of only MDL1, which is roughly EUR0.05; and • a joint stock company must have a minimum share capital of MDL600,000, which is approximately EUR30,000. 1.6 Minimum Number of Shareholders Moldovan legislation provides full flexibility regarding the number and residency of shareholders or mem- bers. Both S.R.L.s and S.A.s can be formed by a sin- gle shareholder, whether an individual or a legal entity, and the law does not specify a maximum number of shareholders for either type.
There are no residency requirements: shareholders can be residents or non-residents of the Republic of Moldova, with no effect on their ability to incorporate or hold equity in a Moldovan company. 1.7 Shareholders’ Agreements/Joint Venture Agreements Shareholders’ agreements have not been widely used among public companies in the Republic of Moldova. However, the legal environment has changed signifi- cantly since 2023: shareholders’ agreements are now explicitly recognised and regulated under the Law on Limited Liability Companies, providing a clear basis for their validity and enforceability. This legislative development reinforces the role of shareholders’ agreements as binding tools that can supplement or even override specific default statu- tory rules, as long as they do not conflict with man- datory legal provisions. Although the practical use of shareholders’ agreements is still developing, there is increasing interest in their use – especially among companies with foreign investors or complex share- holder structures – as a way to ensure clarity, flexibility and improved governance. 1.8 Typical Provisions in Shareholders’ Agreements/Joint Venture Agreements In Moldova, shareholders’ agreements – known as contractul asociaților for S.R.L.s and contractul cor- porativ for S.A.s – typically include: • voting arrangements, including commitments to vote in a certain way or to co-ordinate voting; • obligations to buy and/or sell shares or equity inter- ests under certain conditions, at an agreed-upon or determinable price; • restrictions on share or equity transfers until certain conditions are satisfied; • put and call options that give rights or obligations to sell or buy shares under pre-agreed terms; • co-ordinated actions related to company manage- ment, reorganisation or dissolution; • mechanisms for resolving shareholder deadlocks to prevent corporate stalemates; and • in S.R.L.s, additional obligations to creditors, such as voting agreements or transfer restrictions.
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