MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
1.3 Key Industries The largest M&A activity over the past year has been concentrated in the financial sector and core real- economy segments, notably renewable energy, infra - structure and IT. Banking and insurance continue to be key areas for high-value deals, driven by consoli - dation, strategic repositioning and tighter prudential oversight. Renewable energy has become a credible investment option, supported by increased capacity and better monetisation strategies, resulting in both early-stage and operational deals. Infrastructure and logistics assets tied to regional integration have gar - nered interest, while healthcare, retail and the wine industry have experienced targeted acquisitions. The IT sector remains attractive due to its export focus and favourable regulation, with transactions often centred on technology assets and specialised teams. In the Republic of Moldova, acquisitions are predomi - nantly structured as share deals involving the trans - fer of participations in the target’s share capital. This approach allows investors to obtain control through privately negotiated transactions while preserving the target’s legal identity, contractual relationships and regulatory licences. Public M&A on a regulated market remains limited, given the small number of listed companies and the restricted free float. As a result, most transactions are executed off-market, directly between existing share - holders and incoming investors. 2. Overview of Regulatory Field 2.1 Acquiring a Company Asset deals are used selectively, typically when due diligence findings, legacy liabilities or financial distress make a share acquisition less attractive. Statutory mergers – by absorption or consolidation – are gen - erally employed in the context of intra-group restruc - turings or post-acquisition integration rather than as primary acquisition mechanisms. 2.2 Primary Regulators M&A activity in the Republic of Moldova is not super - vised by a single dedicated authority; regulatory over -
sight depends on the nature of the transaction and the sector concerned. From a competition law perspective, the primary authority is the Competition Council, which exercises merger control. Transactions that qualify as econom - ic concentrations and meet the applicable turnover thresholds require prior notification and clearance before implementation. In regulated financial sectors, the National Bank of Moldova plays a central role. It approves mergers, absorptions and acquisitions of qualifying holdings in banks, non-bank lending institutions and insurance companies, assessing compliance with prudential requirements, shareholder suitability and financial stability considerations. For investments in sectors deemed relevant to state security, prior approval is required from the Council for the Examination of Investments of Importance for State Security. This screening mechanism may apply irrespective of the transaction structure where the tar - get operates in a sensitive sector. Accordingly, while there is no standalone M&A regu - lator, merger control, prudential supervision and FDI screening collectively form the core regulatory frame - work governing transactions in Moldova. 2.3 Restrictions on Foreign Investments Foreign investment in the Republic of Moldova is gen - erally permitted and receives equal treatment with domestic capital. There are no overarching restrictions on foreign ownership or control of companies, and the policy framework is explicitly oriented towards attract - ing external investment. Some transactions might initiate a national security review. Investments in sectors vital to state security – such as critical infrastructure, energy, electronic com - munications, strategic resources and other sensitive fields – need prior approval from the Council for the Examination of Investments of Importance for State Security. Approval from this body might be a prereq - uisite before closing a deal.
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