MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
3.2 Share Transfers Limited Liability Companies (S.R.L.s)
shareholders in writing, setting a deadline for submit- ting votes. Shareholders may vote in favour or against; failure to respond within the deadline is considered a vote against. Within three days after the voting period ends, the administrator or board must prepare minutes that include the company name, the resolution passed, the voting results (including shareholder names), any dissenting opinions and other relevant details. The written responses are attached to the minutes. In S.A.s, there is no equivalent legal process for writ- ten resolutions; shareholder decisions must generally be made at a properly convened general meeting. 3. Share Issues, Share Transfers and Disclosure of Shareholders’ Interests 3.1 Share Issues Joint Stock Companies (S.A.s) Holders of voting shares or securities convertible into voting shares have a statutory pre-emption right to subscribe for newly issued voting shares or such securities, in proportion to their current holdings. This right cannot be limited or revoked by the articles, and can only be restricted by a general meeting resolution related to a public offering by a listed company, based on a detailed written report from the board justifying the restriction and the proposed issue price. The sub- scription period must last at least 14 business days. Limited Liability Companies (S.R.L.s) Shareholders have a statutory pre-emption right to make additional contributions in proportion to their existing equity interests, within the approved increase of share capital. Third parties may only contribute after all shareholders have exercised or waived this right, if expressly permitted in the general meeting’s resolution approving the increase. The articles or a unanimous resolution may provide for contributions without respecting proportionality, for specific share- holders or third parties, or even for the exclusion of the pre-emption stage altogether.
Shareholdings can be freely transferred to affiliated persons, other shareholders or the company itself, unless the articles of association specify otherwise. Transfers to third parties are generally subject to the pre-emptive rights of the other shareholders – and, in some cases, of the company – unless these rights have been waived by the articles. When applicable, these rights must be exercised following legal proce- dures. Transfers are not allowed until the subscribed contribution has been fully paid, except in cases of succession. The company may acquire its own quotas only in situations explicitly permitted by law. Joint Stock Companies (S.A.s) The issuance, circulation and cancellation of shares are conducted according to the Law on Joint Stock Companies, capital market regulations and the com- pany’s articles of incorporation. For non-listed compa- nies, shares may be subject to statutory pre-emptive rights of other shareholders as outlined in the articles. The purchase of own shares is permitted only in cases specified by law, such as capital reduction, employee or shareholder incentive plans, enforcement of court decisions, reorganisation or market stabilisation (the latter only with the approval of the National Financial Market Commission). Additional restrictions on share transfers may also be specified in the articles. 3.3 Security Over Shares Shareholders typically have the right to establish security interests on their shares. In limited liability companies, a shareholder can pledge their shares or part of them to another shareholder or a third party, as long as the pledge is registered in accordance with relevant laws. If the pledged shares are sold (whether by the original shareholder or the pledgee), other shareholders and the company hold a pre-emptive right. For joint stock companies, the pledge of shares is conducted according to capital markets laws. For registered shares with restricted transferability, the company’s consent might be necessary.
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