MOLDOVA Trends and Developments Contributed by: Oleg Efrim and Vladislav Roșca, Efrim, Roșca and Associates
Efrim, Roșca and Associates MD-2012 București 72 str. Chișinău
Republic of Moldova Tel: +37322238301 Fax: +37322238303 Email: contacte@era.md Web: www.era.md
Shareholders’ Rights and Shareholder Activism in the Republic of Moldova: An Introduction A modernised legislative framework for shareholders’ rights The business environment in the Republic of Moldova is currently going through a period of adaptation and reflection on recent legislative changes, and lawyers are increasingly suggesting individual structures tai- lored to each company’s specific needs to fully lever- age the opportunities provided by the new regulatory framework. This marks the start of a process where limited liability companies and joint stock companies in the Republic of Moldova are beginning to take advantage of the flexibility and sophistication of tools that have long been common in the global business community. This trend is driven by a series of major reforms that took effect in December 2023 and 2025, along with a modernised Civil Code in 2019, which is based on international best practices and the Draft Common Frame of Reference. This legislative package is one of the most significant developments in recent years that directly affects the rights of shareholders in the Republic of Moldova, and has fundamentally changed the legal framework for commercial companies. The changes aim to modern- ise corporate governance, boost market attractive- ness for investors and align the market with Europe- an Union standards, as Moldova is in the process of negotiating full membership. The reforms introduce unprecedented flexibility, affecting both limited liability companies and joint
stock companies. For limited liability companies, the new rules have eliminated traditional restrictions on the relationship between shareholding and voting rights, as well as the strictly proportional distribu- tion of profits. Now, shareholders can decide these aspects based on the company’s specific needs. The law explicitly allows the formation of shareholder agreements that are enforceable in court, simplifies the process of amending the articles of incorpora- tion, and permits an increase in share capital through contributions in kind or claim set-offs. In addition, the 50-associate limit in a limited liability company has been removed, allowing for more flexible ownership options. A major innovation is the introduction of the uncon- ditional right of withdrawal for minority shareholders (up to 33% of the shares) – a protection mechanism rarely seen in the region. The concept of phantom stock (virtual shares funded from up to 25% of net profit) confers no ownership or voting rights, but entitles participants to relevant financial disclosures and dividend-equivalent payments. This tax-efficient mechanism appeals to both employees and compa- nies, and offers a viable long-term compensation tool in Moldova’s developing IT and startup ecosystem. For joint stock companies, a new legal framework for stock option plans was introduced in 2025, allowing employees and/or resident managers to purchase up to 25% of the share capital at a preferential price or receive it free of charge, with a minimum vesting peri- od of three years. This change aligns the Republic of Moldova with practices common in mature markets, and may help attract and retain key talent. In addition,
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