MOLDOVA Law and Practice Contributed by: Oleg Efrim, Gicu Bloșenco and Mihail Pitușcan, Efrim, Roșca and Associates
Any shareholder can also bring a liability lawsuit against the directors if: • there has been a breach of legal or statutory duties; • the breach has caused damage to the company; and • the claim aims to stop the breach and/or seek damages. If the company does not initiate such legal action with- in three months of receiving the shareholder’s request, the shareholder may act through subrogation, in the company’s name and interest. This does not restrict the shareholder’s right to file a direct claim if they have experienced personal harm. 6.3 Rights to Appoint and Remove Auditors The appointment and removal of the company’s audi- tors are solely within the authority of the sharehold - ers’ general meeting. The general meeting approves the audit committee’s regulations, elects its members and, from among them, the chair, decides on the early termination of their terms, determines their compen- sation, and decides whether to hold them accountable or release them from liability. Resolutions on appointment or removal are adopted by a two-thirds majority of the votes present at the general meeting of shareholders, unless the articles of incorporation specify a different threshold.
compensation policy and the annual compensation report. It also includes attestations by responsible persons verifying the accuracy of financial and nar- rative data, as well as a summary of main risks and uncertainties. These disclosures generally encompass the company’s corporate governance practices, even if not explicitly called that in legislation. Limited liability companies are not mandated by law to report on corporate governance. However, their mem- bers might still seek governance-related information based on general corporate law or the company’s founding documents. Under Moldovan law, a controlling company generally has no direct obligations towards the shareholders of the company it controls. 9. Insolvency 9.1 Rights of Shareholders If the Company Is Insolvent Insolvency proceedings significantly limit sharehold- ers’ participation in decision-making. From the start of the proceedings, they are excluded from management decisions and are not eligible to serve on the credi- tors’ committee. They also lose the right to withdraw from the company or request separation of their share in the debtor’s estate, and they cannot receive divi- dends, profit distributions or other payments related to securities or equity interests. 8. Controlling Company 8.1 Duties of a Controlling Company Once the company’s right to manage is removed, con- trol shifts to the insolvency administrator or liquidator. The role of the company’s representatives is limited solely to defending shareholders’ interests during the proceedings. Shareholders who also hold claims against the debtor are considered subordinated creditors and, like other subordinated creditors, cannot be appointed to the creditors’ committee. Existing committee members who meet statutory exclusion criteria, such as having
7. Corporate Governance Arrangements 7.1 Duty to Report
In Moldovan joint stock companies, directors (via the board) are required to submit an annual activ- ity report to the general shareholders’ meeting. This report must align with the Capital Market Law, the company’s charter and internal regulations. It must detail the compensation of managers. For issuers regulated by capital market laws, this requirement is expanded to include comprehensive periodic disclo- sures. These include the annual report, published by April 30th and kept available for at least ten years, which features the management’s activity report, the
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