MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
6. Shareholders’ Rights as Regards Directors and Auditors 6.1 Rights to Appoint and Remove Directors Shareholders can appoint and remove both executive directors (administrators) and members of the board of directors through a resolution of the appropriate corporate body, in accordance with the company’s articles of incorporation. In joint stock companies, board members are elected for a term of up to four years, usually by cumulative voting, which allows minority shareholders to secure representation. The articles may specify different election and removal thresholds. The general meeting may terminate any board member’s mandate before the end of the term. Executive directors are appointed and removed either by the general meeting or, if provided in the articles, by the board; however, the general meeting can exercise this power at any time. In limited liability companies, the board (if established) is appointed by a majority vote of all shareholders, unless the articles specify otherwise. Executive direc- tors are appointed and removed by the general meet- ing through a simple majority, unless stated differently. Under recent corporate law reforms, removal can be made at any time, with or without cause, and with- out notice. All appointments and removals must be recorded in the State Register of Legal Entities. 6.2 Challenging a Decision Taken by Directors If a resolution by the board of directors violates the law or the company’s articles of incorporation, any shareholder can challenge it in court. For joint stock companies, the law does not explicitly state that the general meeting of shareholders can modify or revoke board resolutions, but it does permit the general meet- ing to assume the board’s powers. This also means the general meeting can modify or revoke decisions previously made by the board. For limited liability companies, the articles of associa- tion may specify that the general meeting of members can assume powers typically held by the board or the administrator. When such powers are assumed, mem- bers carry the same liability as the board members or the administrator.
ings, or upon a shareholder’s exclusion. Such pur- chases can only be made from assets exceeding the share capital and mandatory reserves. Own quotas must be sold within six months or, alternatively, the remaining shareholders’ quotas must be increased using the company’s net profit; otherwise, the capital must be reduced.
5. Dividends 5.1 Payments of Dividends
In Moldova, both S.R.L.s and S.A.s can distribute annual or interim dividends. The amounts and pay- ment schedules are set by the relevant corporate authority: the general meeting for yearly dividends and, for S.A.s, the board for interim payments. A 2025 reform relaxed these rules, now permitting interim dividends to be paid at any time during the financial year, replacing the previous requirement of quarterly or semi-annual payments. For S.R.L.s, dividends are typically paid in cash within 30 days of the resolution date, unless the articles of asso- ciation or the resolution specify otherwise. For S.A.s, dividends can be paid in cash, shares (treasury or newly issued) or certain permitted goods, with the payment period not exceeding three months from the decision. The resolution must specify the record date, the amount per unit (quota or share), and the form and timing of pay- ment. Entitlement is determined by the shareholders’ register – maintained by the Public Services Agency for S.R.L.s, and by the Central Securities Depository or an independent registrar for S.A.s. Unclaimed dividends revert to the company after three years. The payment of dividends is prohibited if: • the company’s net assets are less than its share capital or will become so after the payment; • the dividends exceed the net profit available, reduced by prior years’ losses and mandatory reserves; • the company is or will become insolvent as a result of the payment; • dividends on preference shares have not been paid (when paying dividends on ordinary shares); or • there is outstanding interest on bonds.
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