MOLDOVA Trends and Developments Contributed by: Oleg Efrim and Vladislav Roșca, Efrim, Roșca and Associates
the restrictions on paying interim dividends were lifted in 2025, enabling more frequent distributions – even monthly – when interim financial statements support it. This measure gives shareholders quicker access to profits but also requires management to handle operations carefully to avoid financial imbalances or restrictions on investment capacity. Simplifying corporate procedures and boosting investment appeal A potential driver for increased shareholder participa- tion is the Bucharest Stock Exchange’s (BVB) plan to enter the Moldovan market through a partnership with the government and local stakeholders. In a context where access to non-bank financing is limited and local bond and stock markets are almost non-existent, the initiative aims to establish a new stock exchange in Chisinau in 2025, with operations starting within six months at most. Integrating the involvement with the BVB could lead to dual listings, broader access to capital, the digitisation of voting and reporting proce- dures, and increased pressure for shareholder-friendly corporate policies. This development would enable companies to utilise modern financing tools and con- siderably broaden investment opportunities for both local and international investors. The 2025 reform of the Companies Act introduced several modernisation measures, including: • equalising handwritten proxies with electronic proxies signed with a qualified certificate; • removing the requirement to hold shares before- hand in order to participate in general meetings; • allowing electronic or hybrid participation in AGMs; • digitising minutes; and • legally recognising electronic documents. The right of pre-emption has been reinforced – such limits can only be set by a general meeting’s decision and only in the context of public offerings by listed companies, with a written justification. In 2025, the law established a comprehensive frame- work for approving share-based remuneration plans for individuals with executive roles. These plans must be approved annually by shareholders, specifying the maximum number of shares or options, the exercise
periods, the conditions for adjusting the exercise price, and other key elements. Shareholders must receive prior notice of the full details of the plans, associated costs, and the method of share delivery (market purchase, treasury shares or new share issu- ance). Any subsequent modification to these terms requires new approval. Exceptions include plans offered to all employees on equal terms and approved by the General Shareholders’ Meeting (GSM), as well as cases where banking or insurance laws provide for special regimes. The legislative simplifications do not end there. The Civil Code and laws on registering legal entities have been updated to cut red tape: documents published in the Electronic Bulletin, companies deregistered within 24 hours, the option to publish information on their own website, and less documentation needed for reorganisations and liquidations. A notably relevant innovation for the investment envi- ronment is the option to include an arbitration clause in the statutes of limited liability companies. This clause facilitates the resolution of disputes between shareholders or between shareholders and the com- pany, requiring a unanimous vote and registration in the State Register. Since investors (especially those from abroad) often have concerns about the duration, predictability and quality of justice in national courts, access to arbitration provides a valuable competitive edge. This measure aligns the Republic of Moldova with international trends in corporate governance, where arbitration is increasingly favoured for resolv- ing disputes between shareholders to minimise the risks and expenses associated with prolonged and unpredictable court proceedings. A significant change to the Capital Market Law, adopt- ed in 2025, limits the requirement to conduct addi- tional issues solely through public offerings to com- panies listed on regulated markets. In practice, this prevents situations where the law mandated costly public offering procedures, even if a closed offer was preferred (for example, a capital increase for exist- ing shareholders). Therefore, an insurance company owned by a single shareholder can raise its capital quickly and easily via private placement. As pre-emp-
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