MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
in the articles of association or when doing so is nec- essary for the company’s or shareholders’ interests. It may be called by the administrator (or the board, if applicable) on their own initiative, at the request of one or more shareholders holding at least 10% of the votes, or upon the request of the company’s auditor. The administrator must decide within five days wheth- er to call the meeting, which must take place within 30 days of the request. If the administrator fails to act or unjustifiably refuses, the requesting shareholders can call the meeting themselves and recover their costs if the convocation is justified. In a joint stock company, a general meeting can be convened by the executive body following a board decision. Under specific circumstances, it can also be called upon request from the audit committee, an external auditor or shareholders owning at least 25% of the voting shares, as well as by court order. The board or executive body must make a decision within 15 days of the request. If they do not act or unjustifiably refuse, certain shareholders or the audit committee can directly convene the meeting within 30 days, with the possibility of recovering costs if the convening is justified. 2.4 Information and Documents Relating to the Meeting All shareholders must be notified of a general meeting, along with the relevant information and documents needed to review the agenda items. This requirement applies to the company’s administrator or board, and to shareholders or the auditor when they call the meeting. If shareholders request additional items to be added to the agenda, the corresponding information and documents must be provided to all shareholders within the legally specified timeframe and method. Shareholders have the legal right to access informa- tion about agenda items, and the company’s manage- ment must provide meeting materials and respond to shareholder questions. Responses are required within 15 days of receiving the questions, but no later than the day before the meeting. Shareholders also have the right to review the com- pany’s registers and documents, in accordance with the law and the company’s constitutional documents.
These may include the company’s articles of incorpo- ration, minutes of general meetings, financial state- ments and other corporate records. 2.5 Format of Meeting In Moldova, shareholders’ meetings can be held in the following ways: • with shareholders physically present; • by mail or correspondence; • by electronic means; or • in a mixed format, combining any of the above methods. For S.R.L.s, the law also permits decisions to be made without convening a shareholders’ meeting, as long as this option is specified in the articles of incorporation. In such cases, the proposed resolution must be sent to each shareholder in written form, along with the deadline for submitting their vote. 2.6 Quorum, Voting Requirements and Proposal of Resolutions In a joint stock company, a general meeting has a quo- rum if shareholders holding more than half of the com- pany’s voting shares in circulation are registered and present by the end of registration, unless the com- pany’s articles of association specify a higher quorum. In a limited liability company, the general meeting is deliberative if the number of votes represented is enough to approve at least one item on the agenda. 2.7 Types of Resolutions and Thresholds In Moldova, shareholder approval is required for a wide range of matters within the authority of the gen- eral meeting, as outlined by law and, where applica- ble, the company’s articles of association. The voting thresholds for adopting such resolutions are set by law and, where allowed, can be changed in the articles of incorporation. For S.A.s, the law’s minimum thresholds cannot be lowered by the arti- cles, although higher thresholds can be added. For S.R.L.s, the articles can generally set higher or lower thresholds than those established by law, except for resolutions that, according to law, require unanimity,
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