MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
3.4 Disclosure of Interests Disclosure obligations vary depending on the type of company and whether it operates on a regulated market. For joint stock companies whose securities are listed on a regulated market or a multilateral trading facil- ity (MTF) (including public interest entities like banks, insurance companies and investment firms), any per- son buying or selling voting shares must notify both the issuer and the National Commission for Financial Markets (NCFM) within four business days if, because of the transaction, their ownership reaches, exceeds or drops below the thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 66%, 75% or 90% of vot- ing rights. These requirements also apply when such thresholds are met through conversions, share splits, consolidations or transactions involving convertible securities or derivative instruments that give the right to acquire voting shares. The notification requirement applies when voting rights are held or controlled indirectly, such as through: • agreements on co-ordinated voting; • temporary transfers of voting rights; • pledges with voting control; • usufruct arrangements; • controlled entities; • custodians with discretionary voting power; • nominees; or • proxies acting without specific instructions. Issuers must publish these notifications within three days of receiving them, and similar disclosure rules also apply when the issuer’s own voting shares are acquired or disposed of as the 5% or 10% thresholds are crossed. For non-listed joint stock companies, the sharehold- ers’ register is maintained solely by a licensed inde- pendent registrar or the Central Securities Depository – companies are not allowed to keep these registers themselves. For limited liability companies, changes in membership – such as share transfers or capital increases—are recorded in the Register of Sharehold- ers maintained by the Public Services Agency (PSA), which is the only official holder of such registers.
Irrespective of the company type, all entities must submit and update beneficial ownership information in the Beneficial Owners Register in accordance with anti-money laundering and counter-terrorist financ- ing (AML/CFT) regulations. The articles of association may also specify additional disclosure requirements, provided they do not conflict with the law. 4. Cancellation and Buybacks of Shares 4.1 Cancellation Issued shares in a joint stock company may be can- celled only in limited cases expressly provided by leg- islation, including: • as part of a reduction of the share capital, including through the annulment of treasury shares acquired by the company in accordance with the law; and • in the context of corporate reorganisations (merger, division, transformation), where the shares of the dissolving entities are automatically cancelled upon completion of the process. The law does not allow the discretionary cancellation of shares once issued, outside the specific mecha- nisms set out in the legislation. 4.2 Buybacks Companies in Moldova can only buy back their own shares or quotas when specifically allowed by law. For joint stock companies, buybacks are allowed only in specific cases such as capital reduction, distribut- ing to employees or shareholders, carrying out court decisions, reorganisations or market stabilisation (the latter requiring regulatory approval). Acquisitions must come from distributable funds, comply with statutory limits and follow creditor protection rules. Treasury shares need to be sold or cancelled within the legal deadline; otherwise, the share capital is reduced accordingly. For limited liability companies, the acquisition of their own quotas is also strictly regulated and may occur, for example, from a selling shareholder, successors of a deceased shareholder, after enforcement proceed-
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