Shareholders’ Rights & Shareholder Activism 2025 Comparisons

The limited liability company (Societate cu Răspundere Limitată – S.R.L.) is the most common business type in the Republic of Moldova, making up over 75% of all entities in the State Register. Its popularity comes from its flexible rules, easy setup and low administrative demands.

S.R.L.s serve businesses of all sizes, providing limited liability to shareholders and a simple governance structure. In contrast, joint stock companies (Societăți pe Acțiuni – S.A.s) constitute less than 1% of entities due to an undeveloped capital market and more complex regulatory and reporting requirements.

Other available forms, like general and limited partnerships, are rarely used because they do not offer partners limited liability protection.

Foreign investors in the Republic of Moldova most often choose to establish an S.R.L., due to its flexible legal structure, quick formation process, modest minimum share capital of MDL1 (around EUR0.05) and low administrative expenses.

Moldovan law on S.R.L.s is very liberal, offering a full range of corporate structuring tools familiar to investors from well-established jurisdictions. An S.R.L. provides:

• a simple governance structure;
• limited liability protection;
• the option of single-shareholder formation;
• broad freedom in structuring shareholding and management; and
• no nationality or residency requirements for shareholders or directors.

These features make the S.R.L. the preferred vehicle for foreign investment in Moldova.

For S.R.L.sin Moldova, the law does not differentiate between types or classes of shares (social parts). Generally, each Moldovan leu (MDL) of share capital gives the holder one vote at the shareholders’ meeting. However, the articles of association may specify a different relationship between the nominal value of a share and the rights it confers, such as voting rights, dividends or liquidation proceeds. Depending on their goals, shareholders may prioritise either voting rights or economic rights.

In S.A.s, the law permits the issuance of both ordinary shares and preference shares.

Ordinary shares provide voting rights, the ability to receive dividends, and participation in asset distribution upon liquidation. Preference shares do not generally offer voting rights (unless laws specify otherwise) but have priority for dividends and asset allocation during liquidation. Ordinary shares can only be issued in a single class, while preference shares can be issued in one or more classes.

A “class” of shares includes all shares of the same type issued by a company that provide identical rights and share the same distinguishing features. The rights linked to shares are mainly outlined in the Law on Limited Liability Companies and the Law on Joint Stock Companies. These rights can be expanded or further specified in the company’s articles of association, as long as they stay within legal limits.

In S.R.L.s, shareholders have considerable flexibility to define their rights through mutual agreement, as allowed under Law No 135/2007 on Limited Liability Companies. The standard rule is that each Moldovan leu (MDL) of share capital provides one vote in the general meeting and a proportional share of dividends and liquidation proceeds. Any deviation from this rule – including changes to the number of votes per share, how dividends are allocated, or the distribution of liquidation proceeds – requires the unanimous approval of all shareholders.

In S.A.s, the rights connected to ordinary shares are established by law and cannot be changed, as they safeguard essential shareholder protections. The sole exception is preference shares, whose rights can be modified via a resolution by the general meeting with the separate approval of at least three-quarters of the holders of that particular class of preference shares.

Moldovan law sets minimum share capital requirements based on the type of company being formed:

• a limited liability company can be formed with a minimum share capital of only MDL1, which is roughly EUR0.05; and
• a joint stock company must have a minimum share capital of MDL600,000, which is approximately EUR30,000.

Moldovan legislation provides full flexibility regarding the number and residency of shareholders or members. Both S.R.L.s and S.A.s can be formed by a single shareholder, whether an individual or a legal entity, and the law does not specify a maximum number of shareholders for either type.

There are no residency requirements: shareholders can be residents or non-residents of the Republic of Moldova, with no effect on their ability to incorporate or hold equity in a Moldovan company.

Shareholders' agreements have not been widely used among public companies in the Republic of Moldova. However, the legal environment has changed significantly since 2023: shareholders' agreements are now explicitly recognised and regulated under the Law on Limited Liability Companies, providing a clear basis for their validity and enforceability.

This legislative development reinforces the role of shareholders' agreements as binding tools that can supplement or even override specific default statutory rules, as long as they do not conflict with mandatory legal provisions. Although the practical use of shareholders' agreements is still developing, there is increasing interest in their use – especially among companies with foreign investors or complex shareholder structures – as a way to ensure clarity, flexibility and improved governance.

In Moldova, shareholders’ agreements – known as contractul asociaților for S.R.L.s and contractul corporativ for S.A.s – typically include:

• voting arrangements, including commitments to vote in a certain way or to co-ordinate voting;
• obligations to buy and/or sell shares or equity interests under certain conditions, at an agreed-upon or determinable price;
• restrictions on share or equity transfers until certain conditions are satisfied;
• put and call options that give rights or obligations to sell or buy shares under pre-agreed terms;
• co-ordinated actions related to company management, reorganisation or dissolution;
• mechanisms for resolving shareholder deadlocks to prevent corporate stalemates; and
• in S.R.L.s, additional obligations to creditors, such as voting agreements or transfer restrictions.

Both the Law on Limited Liability Companies and the Law on Joint Stock Companies have explicitly recognised shareholders’ agreements since late 2023, making them fully enforceable. They bind only the signatory parties and, when agreed upon by all shareholders involved in a decision, may serve as grounds to challenge and annul resolutions that violate their terms.

Generally, these agreements are kept confidential. However, the law requires certain notifications to the company (within 15 days for S.A.s; within a “reasonable time” for S.R.L.s), and listed companies have additional disclosure responsibilities. Parties may also request the state registration authority to record the agreement or specific provisions in the State Register of Legal Entities.

All types of companies must hold an annual ordinary general meeting of shareholders.

For limited liability companies, the ordinary meeting must be convened by the administrator no earlier than 30 days and no later than 180 days after the end of the financial year. Unless the articles of association provide otherwise, the notice of the meeting and the supporting materials must be sent to the shareholders at least ten days before the meeting date.

The ordinary meeting must be convened no earlier than one month and no later than two months from the date the annual financial statements are filed with the National Bureau of Statistics (NBS). Under NBS regulations and the Law on Accounting and Financial Reporting, the general deadline for filing these statements is March 31st of the year following the reporting year. The convening period is calculated from the actual filing date with the NBS, so if the financial statements are filed on March 25th, the ordinary general meeting may be convened starting from April 25th and no later than May 25th.

The notice period may only be shortened if expressly provided for in the company’s articles of association, within the limits allowed by law.

Typical matters addressed at the annual general meeting include:

• the distribution of profits;
• approval of the reports of the management and control bodies;
• review of the auditor’s report;
• approval of the annual financial statements; and
• adoption of decisions on dividend distribution or loss coverage.

Companies may also hold extraordinary general meetings whenever provided for in the articles of association, in cases prescribed by law, or whenever required in the interests of the company or its shareholders.

Limited Liability Companies (S.R.L.s)


Unless the articles of incorporation specify otherwise, the decision to hold an extraordinary general meeting, along with the relevant materials, must be communicated to shareholders at least ten days prior to the meeting date, either electronically or by registered mail to the address provided to the company. The notice period may be different if explicitly stated in the articles of incorporation.

Joint Stock Companies (S.A.s)


The convocation of an extraordinary general meeting must comply with the Law on Joint Stock Companies and the company’s articles of association. Usually, the meeting must be held within 30 days of a valid request for convocation (or within 60 days in cases explicitly provided by law). The notice period generally matches that for regular general meetings: at least 20 days for meetings held in person and at least 45 days for those conducted by correspondence or in a hybrid format.

For a limited liability company, an extraordinary general meeting can be convened in the situations specified in the articles of association or when doing so is necessary for the company’s or shareholders’ interests. It may be called by the administrator (or the board, if applicable) on their own initiative, at the request of one or more shareholders holding at least 10% of the votes, or upon the request of the company’s auditor. The administrator must decide within five days whether to call the meeting, which must take place within 30 days of the request. If the administrator fails to act or unjustifiably refuses, the requesting shareholders can call the meeting themselves and recover their costs if the convocation is justified.

In a joint stock company, a general meeting can be convened by the executive body following a board decision. Under specific circumstances, it can also be called upon request from the audit committee, an external auditor or shareholders owning at least 25% of the voting shares, as well as by court order. The board or executive body must make a decision within 15 days of the request. If they do not act or unjustifiably refuse, certain shareholders or the audit committee can directly convene the meeting within 30 days, with the possibility of recovering costs if the convening is justified.

All shareholders must be notified of a general meeting, along with the relevant information and documents needed to review the agenda items. This requirement applies to the company’s administrator or board, and to shareholders or the auditor when they call the meeting. If shareholders request additional items to be added to the agenda, the corresponding information and documents must be provided to all shareholders within the legally specified timeframe and method.

Shareholders have the legal right to access information about agenda items, and the company’s management must provide meeting materials and respond to shareholder questions. Responses are required within 15 days of receiving the questions, but no later than the day before the meeting.

Shareholders also have the right to review the company’s registers and documents, in accordance with the law and the company’s constitutional documents. These may include the company’s articles of incorporation, minutes of general meetings, financial statements and other corporate records.

In Moldova, shareholders’ meetings can be held in the following ways:


• with shareholders physically present;

• by mail or correspondence;

• by electronic means; or

• in a mixed format, combining any of the above methods.

For S.R.L.s, the law also permits decisions to be made without convening a shareholders’ meeting, as long as this option is specified in the articles of incorporation. In such cases, the proposed resolution must be sent to each shareholder in written form, along with the deadline for submitting their vote.

In a joint stock company, a general meeting has a quorum if shareholders holding more than half of the company’s voting shares in circulation are registered and present by the end of registration, unless the company’s articles of association specify a higher quorum.

In a limited liability company, the general meeting is deliberative if the number of votes represented is enough to approve at least one item on the agenda.

In Moldova, shareholder approval is required for a wide range of matters within the authority of the general meeting, as outlined by law and, where applicable, the company’s articles of association.

The voting thresholds for adopting such resolutions are set by law and, where allowed, can be changed in the articles of incorporation. For S.A.s, the law’s minimum thresholds cannot be lowered by the articles, although higher thresholds can be added. For S.R.L.s, the articles can generally set higher or lower thresholds than those established by law, except for resolutions that, according to law, require unanimity, in which case the unanimity rule is mandatory and cannot be modified.

Shareholder approval is required for decisions expressly reserved to the general meeting by statute and the company’s articles of association.

In S.A.s, unanimous approval is required for exceptional matters provided by law, such as converting into a corporate form where shareholders have unlimited liability. Resolutions on issues within the exclusive competence of the general meeting require at least two-thirds of the votes represented, while a simple majority is needed for other matters. The articles cannot lower statutory minimum thresholds, although higher thresholds can be established. Board members may be elected by cumulative voting, if provided in the articles.

S.R.L.s require unanimity for amendments to the articles related to:

• the proportion between the nominal value of equity interests;
• each shareholder’s contribution to the share capital;
• the number of votes held by each shareholder;
• the inclusion of an arbitration clause in the articles; and
• the value of the remaining assets upon liquidation.

For all other matters, the articles can generally set higher or lower thresholds than those prescribed by law.

Shareholders can vote in person or through a representative authorised by a power of attorney.

The voting method (open or secret ballot) is determined according to the law, the articles of incorporation and the rules of order of the general meeting. In meetings conducted remotely, electronically or in a hybrid format, voting must be done solely by open ballot.

Voting usually follows the “one voting share – one vote” rule, except when laws or the articles of incorporation specify otherwise. For each issue, a shareholder can vote “for” or “against”, and votes left unexpressed are considered “against”.

Electronic voting is allowed in meetings conducted electronically or in a mixed format, in which case the company must provide shareholders with electronic confirmation of receipt of the votes cast.

When ballot papers are used (for meetings held remotely, in a mixed format or with secret voting), their form and content are regulated by law and must include the following, among other details:

• the company’s name and registered office;
• the date and location of the meeting;
• the agenda items;
• voting choices;
• shareholder identification; and
• the submission deadline.

Shareholders have the right to request the addition of items to the general meeting agenda or to propose specific resolutions for approval, in accordance with applicable legal requirements.

In joint stock companies, shareholders owning at least 5% of the voting shares (or a lower percentage if specified in the articles of association) can request the addition of items to the agenda of an already scheduled meeting or call for an extraordinary general meeting. Such requests must be made in writing and justified, and must include draft resolutions within the deadlines set by law. In limited liability companies, any shareholder can request to add items to the agenda, as long as they fall within the general meeting’s authority, by sending the request to the administrator at least seven days before the meeting date.

Furthermore, the approved agenda can only be amended or supplemented during the meeting if all shareholders are present or represented and vote unanimously in favour. The law provides limited exceptions for joint stock companies, such as when the supplement relates to the liability or discharge from liability of management personnel.

A resolution adopted by the general meeting of shareholders in breach of the requirements of the law, other legislative acts or the company’s articles of association may be challenged in court by any shareholder or by another authorised person if:

• the shareholder was not duly notified, in accordance with the law, of the date, time and place of the general meeting;
• the shareholder was unlawfully denied access to the general meeting;
• the general meeting was held without the required quorum;
• the resolution was adopted on a matter not included in the agenda of the general meeting or in breach of the voting thresholds;
• the shareholder voted against the resolution, which infringes their legitimate rights and interests; or
• the shareholder’s legitimate rights and interests were otherwise seriously infringed.

Resolutions may be declared void if:

• there has been a material breach of the rules on convening or conducting the meeting;
• a shareholder’s representative was not duly authorised;
• shareholders’ rights were infringed during the meeting;
• the minutes were not drawn up in accordance with legal requirements; or
• other mandatory provisions of the law or the company’s constitutive documents were not complied with.

An action for annulment on these grounds may be brought only by shareholders with voting rights who did not attend or who voted against the resolution (or, in certain cases, even if they voted in favour or abstained), as well as by the company itself. The limitation period for bringing such an action is six months from the date of adoption of the resolution.

Resolutions are null and void if they were adopted on matters not included on the agenda without meeting the unanimity requirements, if adopted without quorum, on matters outside the competence of the general meeting, or if they contravene public order or morality. Absolute nullity is not subject to any limitation period.       

In practice, shareholders exercise their influence and monitor the company’s activities primarily through the general meeting, where they may approve or reject strategic decisions, financial statements and appointments to the management bodies. Shareholder groups may act in concert to request the convening of an extraordinary general meeting, the inclusion of additional items on the agenda, or the appointment of special auditors.

Institutional investors and other significant shareholders frequently use these mechanisms to influence corporate governance, including by promoting and supporting their own candidates for the company’s management bodies.

In limited liability companies, shareholders (associates) benefit from an extensive right to information. The administrator is obliged to promptly provide information regarding the company’s activities, upon request, and to make the accounting records and other company documents available.       

A company will only recognise as shareholders the individuals or entities listed in its shareholders’ register as the holders of its shares. When shares are held through nominees, the company’s obligation to provide notices or information applies only to the registered nominee, not the ultimate beneficial owner. Similarly, only the nominee or its duly appointed proxy (not the beneficial owner) may be represented and exercise voting rights at the general meeting.

In S.R.L.s, shareholder resolutions can be adopted in writing without convening a general meeting if the articles of association explicitly allow it. The administrator or board distributes the draft resolution to all shareholders in writing, setting a deadline for submitting votes. Shareholders may vote in favour or against; failure to respond within the deadline is considered a vote against.

Within three days after the voting period ends, the administrator or board must prepare minutes that include the company name, the resolution passed, the voting results (including shareholder names), any dissenting opinions and other relevant details. The written responses are attached to the minutes.

In S.A.s, there is no equivalent legal process for written resolutions; shareholder decisions must generally be made at a properly convened general meeting.       

Joint Stock Companies (S.A.s)

Holders of voting shares or securities convertible into voting shares have a statutory pre-emption right to subscribe for newly issued voting shares or such securities, in proportion to their current holdings. This right cannot be limited or revoked by the articles, and can only be restricted by a general meeting resolution related to a public offering by a listed company, based on a detailed written report from the board justifying the restriction and the proposed issue price. The subscription period must last at least 14 business days.

Limited Liability Companies (S.R.L.s)


Shareholders have a statutory pre-emption right to make additional contributions in proportion to their existing equity interests, within the approved increase of share capital. Third parties may only contribute after all shareholders have exercised or waived this right, if expressly permitted in the general meeting’s resolution approving the increase. The articles or a unanimous resolution may provide for contributions without respecting proportionality, for specific shareholders or third parties, or even for the exclusion of the pre-emption stage altogether.

Limited Liability Companies (S.R.L.s)


Shareholdings can be freely transferred to affiliated persons, other shareholders or the company itself, unless the articles of association specify otherwise. Transfers to third parties are generally subject to the pre-emptive rights of the other shareholders – and, in some cases, of the company – unless these rights have been waived by the articles. When applicable, these rights must be exercised following legal procedures. Transfers are not allowed until the subscribed contribution has been fully paid, except in cases of succession. The company may acquire its own quotas only in situations explicitly permitted by law.

Joint Stock Companies (S.A.s)


The issuance, circulation and cancellation of shares are conducted according to the Law on Joint Stock Companies, capital market regulations and the company’s articles of incorporation. For non-listed companies, shares may be subject to statutory pre-emptive rights of other shareholders as outlined in the articles. The purchase of own shares is permitted only in cases specified by law, such as capital reduction, employee or shareholder incentive plans, enforcement of court decisions, reorganisation or market stabilisation (the latter only with the approval of the National Financial Market Commission). Additional restrictions on share transfers may also be specified in the articles.

Shareholders typically have the right to establish security interests on their shares.

In limited liability companies, a shareholder can pledge their shares or part of them to another shareholder or a third party, as long as the pledge is registered in accordance with relevant laws. If the pledged shares are sold (whether by the original shareholder or the pledgee), other shareholders and the company hold a pre-emptive right.

For joint stock companies, the pledge of shares is conducted according to capital markets laws. For registered shares with restricted transferability, the company’s consent might be necessary.

Disclosure obligations vary depending on the type of company and whether it operates on a regulated market.

For joint stock companies whose securities are listed on a regulated market or a multilateral trading facility (MTF) (including public interest entities like banks, insurance companies and investment firms), any person buying or selling voting shares must notify both the issuer and the National Commission for Financial Markets (NCFM) within four business days if, because of the transaction, their ownership reaches, exceeds or drops below the thresholds of 5%, 10%, 15%, 20%, 25%, 33%, 50%, 66%, 75% or 90% of voting rights. These requirements also apply when such thresholds are met through conversions, share splits, consolidations or transactions involving convertible securities or derivative instruments that give the right to acquire voting shares.

The notification requirement applies when voting rights are held or controlled indirectly, such as through:

• agreements on co-ordinated voting;
• temporary transfers of voting rights;
• pledges with voting control;
• usufruct arrangements;
• controlled entities;
• custodians with discretionary voting power;
• nominees; or
• proxies acting without specific instructions.

Issuers must publish these notifications within three days of receiving them, and similar disclosure rules also apply when the issuer’s own voting shares are acquired or disposed of as the 5% or 10% thresholds are crossed.

For non-listed joint stock companies, the shareholders’ register is maintained solely by a licensed independent registrar or the Central Securities Depository – companies are not allowed to keep these registers themselves. For limited liability companies, changes in membership – such as share transfers or capital increases—are recorded in the Register of Shareholders maintained by the Public Services Agency (PSA), which is the only official holder of such registers.

Irrespective of the company type, all entities must submit and update beneficial ownership information in the Beneficial Owners Register in accordance with anti-money laundering and counter-terrorist financing (AML/CFT) regulations. The articles of association may also specify additional disclosure requirements, provided they do not conflict with the law.

Issued shares in a joint stock company may be cancelled only in limited cases expressly provided by legislation, including:

• as part of a reduction of the share capital, including through the annulment of treasury shares acquired by the company in accordance with the law; and
• in the context of corporate reorganisations (merger, division, transformation), where the shares of the dissolving entities are automatically cancelled upon completion of the process.

The law does not allow the discretionary cancellation of shares once issued, outside the specific mechanisms set out in the legislation.

Companies in Moldova can only buy back their own shares or quotas when specifically allowed by law.

For joint stock companies, buybacks are allowed only in specific cases such as capital reduction, distributing to employees or shareholders, carrying out court decisions, reorganisations or market stabilisation (the latter requiring regulatory approval). Acquisitions must come from distributable funds, comply with statutory limits and follow creditor protection rules. Treasury shares need to be sold or cancelled within the legal deadline; otherwise, the share capital is reduced accordingly.

For limited liability companies, the acquisition of their own quotas is also strictly regulated and may occur, for example, from a selling shareholder, successors of a deceased shareholder, after enforcement proceedings, or upon a shareholder’s exclusion. Such purchases 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.

In Moldova, both S.R.L.s and S.A.s can distribute annual or interim dividends. The amounts and payment 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 association 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 payment. 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.

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 directors are appointed and removed by the general meeting through a simple majority, unless stated differently.

Under recent corporate law reforms, removal can be made at any time, with or without cause, and without notice. All appointments and removals must be recorded in the State Register of Legal Entities.

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 meeting 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 association may specify that the general meeting of members can assume powers typically held by the board or the administrator. When such powers are assumed, members carry the same liability as the board members or the administrator.

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 within 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.

The appointment and removal of the company’s auditors are solely within the authority of the shareholders' 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 compensation, 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.

In Moldovan joint stock companies, directors (via the board) are required to submit an annual activity 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 disclosures. 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 compensation policy and the annual compensation report. It also includes attestations by responsible persons verifying the accuracy of financial and narrative 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 members 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.

Insolvency proceedings significantly limit shareholders’ participation in decision-making. From the start of the proceedings, they are excluded from management decisions and are not eligible to serve on the creditors’ 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 dividends, profit distributions or other payments related to securities or equity interests.

Once the company’s right to manage is removed, control 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 conflicts of interest or certain criminal convictions, are subject to removal.

The protection of shareholders’ rights and legitimate interests is ensured by corporate legislation and capital markets regulations. Shareholders are entitled to address the company’s governing bodies, the NCFM and/or the courts, including to:

• request a review of major transactions and transactions involving conflicts of interest;
• notify the NCFM regarding securities transactions and request that the persons responsible be held administratively liable;
• file court claims to annul major transactions or transactions involving conflicts of interest that have caused damage to the company, or to seek compensation from the persons responsible;
• submit other claims for the protection of their rights and legitimate interests; or
• seek compensation from their representative for failing to comply with the shareholder’s instructions when participating in the general meeting of shareholders.

Shareholders have several legal remedies against the company’s directors/officers, including the following.

• Derivative action – shareholders may bring a claim before the court, on behalf of the company and without special authorisation, seeking compensation for damage caused to the company by a director or other officer, where such damage results from an intentional or gross breach of applicable law or the company’s constitutive documents.
• Direct actions – shareholders may bring direct claims against a director to protect their own rights and legitimate interests if these have been infringed.
• Removal from office – directors may be removed from office at any time, with or without cause, by the competent corporate body (general meeting or board, as applicable), in accordance with the law and the company’s articles of association.
• Liability proceedings – directors may be held civilly liable for damages caused to the company and, in certain cases, may also be subject to administrative or criminal liability under the law.

Shareholders may bring a derivative action on behalf of the company against a director if the company fails to initiate such action within three months from the date on which the shareholder submitted a request to hold the director liable.

If the claim is upheld in whole or in part, the company must reimburse the claimant shareholder for all necessary and reasonable expenses incurred, to the extent that these have not been recovered from the director under the court’s decision.

In addition, shareholders holding at least 10% of the company’s voting shares are entitled – under the law, other applicable legislation and the company’s articles of association – to file a claim in court on behalf of the company, without special authorisation, seeking compensation for damages caused to the company by its officers or directors where they have intentionally or grossly breached legal provisions or other applicable legislation.

In the Republic of Moldova, shareholder activism is primarily governed by Law No 1134/1997 on Joint Stock Companies, Law No 171/2012 on the Capital Market, and other relevant legislation, and also by the company’s articles of association. These regulations establish both the rights of shareholders to influence corporate decision-making and the limits on such rights.

The key legal and regulatory “tools” available to activist shareholders include:

• calling an extraordinary general meeting at the initiative of one or more shareholders holding at least 5% of the voting shares (or another threshold provided in the company’s articles of association);
• proposing amendments to the agenda of the general meeting, including submitting draft resolutions;
• requesting access to company information and documents, including financial reports and resolutions of the governing bodies;
• challenging resolutions of governing bodies (including the board and general meeting) if they contravene the law or the articles of association;
• bringing a derivative action against directors or other officers for damage caused to the company;
• requesting a review of large transactions or related-party transactions to ensure compliance with legal requirements; or
• filing complaints with the National Commission for Financial Markets (CNPF) to review the legality of securities transactions and sanction responsible persons.

These mechanisms allow shareholders to actively intervene in the governance of a company, either to protect their own rights or to improve the company’s performance and transparency, provided that all actions are exercised within the limits and conditions set by applicable legislation and the company’s constitutive documents.

The most common aims of activist shareholders are to:

• increase shareholder value by pushing for strategies to boost share price or dividends, such as selling underperforming divisions, restructuring debt or initiating share buybacks;
• change corporate strategy by redirecting the business toward more profitable or innovative sectors or exiting unprofitable markets or products;
• improve corporate governance by replacing board members or senior executives and introducing stronger oversight and accountability measures;
• enhance transparency and reporting by demanding clearer disclosure of financials, risks and performance metrics; and
• oppose mergers or support takeovers by blocking deals perceived as being harmful to shareholder value, or by pushing for better terms in acquisitions.

Since shareholder activism is not common in the Republic of Moldova, it is not possible to provide further insights on this matter.

Shareholder activism is relatively rare in the Republic of Moldova, and there is no ongoing pattern of prominent campaigns. When it happens, it typically involves co-ordinated efforts by minority shareholders in regulated sectors, particularly in commercial banks and insurance firms, to influence governance or contest corporate decisions. These efforts mainly focus on ensuring legal compliance, safeguarding minority rights and improving transparency or disclosure practices, rather than pushing for significant strategic or operational changes.

In Moldova, there are no shareholder groups that are consistently active, like hedge funds in other countries. Nonetheless, certain shareholder categories tend to be more engaged in corporate governance issues, particularly institutional investors in regulated areas such as banking, insurance and investment sectors. Minority shareholders within these sectors may collaborate to protect their legal rights, contest corporate decisions or seek increased transparency and disclosure. While these actions are infrequent and are often driven by specific governance or compliance concerns, they represent the most visible form of shareholder activism in the local market.

In the Republic of Moldova, no public data exists on the extent to which public activist shareholder demands have been fully or partially fulfilled in the past year, since shareholder activism is not regularly tracked or reported.

In Moldova, shareholder activism is rare, and companies generally address shareholder concerns within existing corporate governance structures. Typical responses involve keeping communication open, engaging directly with shareholders to understand their concerns, and assessing the feasibility of proposed changes in light of the company’s strategic objectives and legal constraints.

To reduce the risk of shareholder activism, companies typically prioritise proactive investor relations, clear and prompt disclosure of important information, and strong corporate governance standards. In practice, boards and management aim to sustain shareholder trust through consistent communication with investors, swiftly resolving performance concerns, and ensuring that executive actions support the company’s declared strategy and goals.

Because Moldova lacks a formal or widespread activist shareholder framework like in other jurisdictions, many of its measures are mainly preventative rather than reactive, focused on maintaining a positive relationship between the company and its shareholders.