MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
in which case the unanimity rule is mandatory and cannot be modified. 2.8 Shareholder Approval Shareholder approval is required for decisions expressly reserved to the general meeting by statute and the company’s articles of association. In S.A.s, unanimous approval is required for excep- tional matters provided by law, such as converting into a corporate form where shareholders have unlimited liability. Resolutions on issues within the exclusive competence of the general meeting require at least two-thirds of the votes represented, while a simple majority is needed for other matters. The articles can- not lower statutory minimum thresholds, although higher thresholds can be established. Board members may be elected by cumulative voting, if provided in the articles. S.R.L.s require unanimity for amendments to the arti- cles related to: • the proportion between the nominal value of equity interests; • each shareholder’s contribution to the share capi- tal; • the number of votes held by each shareholder; • the inclusion of an arbitration clause in the articles; and • the value of the remaining assets upon liquidation. For all other matters, the articles can generally set higher or lower thresholds than those prescribed by law. 2.9 Voting Requirements Shareholders can vote in person or through a repre- sentative authorised by a power of attorney. The voting method (open or secret ballot) is deter- mined according to the law, the articles of incorpora- tion and the rules of order of the general meeting. In meetings conducted remotely, electronically or in a hybrid format, voting must be done solely by open ballot.
Voting usually follows the “one voting share – one vote” rule, except when laws or the articles of incorpo- ration specify otherwise. For each issue, a shareholder can vote “for” or “against”, and votes left unexpressed are considered “against”. Electronic voting is allowed in meetings conducted electronically or in a mixed format, in which case the company must provide shareholders with electronic confirmation of receipt of the votes cast. When ballot papers are used (for meetings held remotely, in a mixed format or with secret voting), their form and content are regulated by law and must include the following, among other details: • the company’s name and registered office; • the date and location of the meeting; • the agenda items; • voting choices; • shareholder identification; and • the submission deadline. 2.10 Shareholders’ Rights Relating to the Business of a Meeting Shareholders have the right to request the addition of items to the general meeting agenda or to propose specific resolutions for approval, in accordance with applicable legal requirements. In joint stock companies, shareholders owning at least 5% of the voting shares (or a lower percentage if specified in the articles of association) can request the addition of items to the agenda of an already scheduled meeting or call for an extraordinary gen- eral meeting. Such requests must be made in writing and justified, and must include draft resolutions within the deadlines set by law. In limited liability companies, any shareholder can request to add items to the agen- da, as long as they fall within the general meeting’s authority, by sending the request to the administrator at least seven days before the meeting date. Furthermore, the approved agenda can only be amended or supplemented during the meeting if all shareholders are present or represented and vote unanimously in favour. The law provides limited exceptions for joint stock companies, such as when
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