MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
Both the Law on Limited Liability Companies and the Law on Joint Stock Companies have explicitly rec- ognised shareholders’ agreements since late 2023, making them fully enforceable. They bind only the sig- natory parties and, when agreed upon by all share- holders involved in a decision, may serve as grounds to challenge and annul resolutions that violate their terms. Generally, these agreements are kept confidential. However, the law requires certain notifications to the company (within 15 days for S.A.s; within a “reason- able time” for S.R.L.s), and listed companies have additional disclosure responsibilities. Parties may also request the state registration authority to record the agreement or specific provisions in the State Register of Legal Entities. 2. Shareholders’ Meetings and Resolutions 2.1 Types of Meeting, Notice and Calling a Meeting All types of companies must hold an annual ordinary general meeting of shareholders. For limited liability companies, the ordinary meeting must be convened by the administrator no earlier than 30 days and no later than 180 days after the end of the financial year. Unless the articles of association provide otherwise, the notice of the meeting and the supporting materials must be sent to the shareholders at least ten days before the meeting date. The ordinary meeting must be convened no earlier than one month and no later than two months from the date the annual financial statements are filed with the National Bureau of Statistics (NBS). Under NBS regulations and the Law on Accounting and Financial Reporting, the general deadline for filing these state- ments is March 31st of the year following the report- ing year. The convening period is calculated from the actual filing date with the NBS, so if the financial state- ments are filed on March 25th, the ordinary general meeting may be convened starting from April 25th and no later than May 25th.
The notice period may only be shortened if expressly provided for in the company’s articles of association, within the limits allowed by law. Typical matters addressed at the annual general meet- ing include: • the distribution of profits; • approval of the reports of the management and control bodies; • review of the auditor’s report; • approval of the annual financial statements; and • adoption of decisions on dividend distribution or loss coverage. Companies may also hold extraordinary general meet- ings whenever provided for in the articles of associa- tion, in cases prescribed by law, or whenever required in the interests of the company or its shareholders. 2.2 Notice of Shareholders’ Meetings Limited Liability Companies (S.R.L.s) Unless the articles of incorporation specify other- wise, the decision to hold an extraordinary general meeting, along with the relevant materials, must be communicated to shareholders at least ten days prior to the meeting date, either electronically or by regis- tered mail to the address provided to the company. The notice period may be different if explicitly stated The convocation of an extraordinary general meeting must comply with the Law on Joint Stock Companies and the company’s articles of association. Usually, the meeting must be held within 30 days of a valid request for convocation (or within 60 days in cases explicitly provided by law). The notice period generally matches that for regular general meetings: at least 20 days for meetings held in person and at least 45 days for those conducted by correspondence or in a hybrid format. 2.3 Procedure and Criteria for Calling a General Meeting For a limited liability company, an extraordinary gener- al meeting can be convened in the situations specified in the articles of incorporation. Joint Stock Companies (S.A.s)
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