MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
the supplement relates to the liability or discharge from liability of management personnel. 2.11 Challenging a Resolution A resolution adopted by the general meeting of share- holders in breach of the requirements of the law, other legislative acts or the company’s articles of associa- tion may be challenged in court by any shareholder or by another authorised person if: • the shareholder was not duly notified, in accord- ance with the law, of the date, time and place of the general meeting; • the shareholder was unlawfully denied access to the general meeting; • the general meeting was held without the required quorum; • the resolution was adopted on a matter not included in the agenda of the general meeting or in breach of the voting thresholds; • the shareholder voted against the resolution, which infringes their legitimate rights and interests; or • the shareholder’s legitimate rights and interests were otherwise seriously infringed. Resolutions may be declared void if: • there has been a material breach of the rules on convening or conducting the meeting; • a shareholder’s representative was not duly author- ised; • shareholders’ rights were infringed during the meeting; • the minutes were not drawn up in accordance with legal requirements; or • other mandatory provisions of the law or the com- pany’s constitutive documents were not complied with. An action for annulment on these grounds may be brought only by shareholders with voting rights who did not attend or who voted against the resolution (or, in certain cases, even if they voted in favour or abstained), as well as by the company itself. The limi- tation period for bringing such an action is six months from the date of adoption of the resolution.
Resolutions are null and void if they were adopted on matters not included on the agenda without meet- ing the unanimity requirements, if adopted without quorum, on matters outside the competence of the general meeting, or if they contravene public order or morality. Absolute nullity is not subject to any limita- tion period. 2.12 Institutional Shareholder Groups In practice, shareholders exercise their influence and monitor the company’s activities primarily through the general meeting, where they may approve or reject strategic decisions, financial statements and appoint- ments to the management bodies. Shareholder groups may act in concert to request the convening of an extraordinary general meeting, the inclusion of additional items on the agenda, or the appointment of special auditors. Institutional investors and other significant sharehold- ers frequently use these mechanisms to influence corporate governance, including by promoting and supporting their own candidates for the company’s management bodies. In limited liability companies, shareholders (associ- ates) benefit from an extensive right to information. The administrator is obliged to promptly provide information regarding the company’s activities, upon request, and to make the accounting records and A company will only recognise as shareholders the individuals or entities listed in its shareholders’ reg- ister as the holders of its shares. When shares are held through nominees, the company’s obligation to provide notices or information applies only to the registered nominee, not the ultimate beneficial owner. Similarly, only the nominee or its duly appointed proxy (not the beneficial owner) may be represented and exercise voting rights at the general meeting. 2.14 Written Resolutions In S.R.L.s, shareholder resolutions can be adopted in writing without convening a general meeting if the articles of association explicitly allow it. The admin- istrator or board distributes the draft resolution to all other company documents available. 2.13 Holding Through a Nominee
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