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THE LAW ON JOINT-STOCK COMPANIES
No.1134-XIII as of April 2 1997г.
(Monitorul Oficial No.38-39 dated June 12 1997г.)
The Parliament adopts this law.
Section I
JOINT-STOCK COMPANY.
SECURITIES OF A COMPANY. THE SHAREHOLDERS
Chapter 1
JOINT-STOCK COMPANY
ARTICLE 1. APPLICABILITY OF THIS LAW
(1) This law establishes the procedure of creation and legal status of joint-stock companies, rights and obligations of the shareholders, and also provides for the protection of rights and legal interests of the creditors and shareholders of joint-stock companies.
(2) This law shall apply to joint-stock companies, created or being created in the Republic of Moldova unless otherwise is provided by this law or other legal acts.
(3) The peculiarities of creation and legal status of joint-stock companies by reorganization of collective farms, state farms, inter-economic enterprises and organizations, and also processing enterprises of an agro-industrial complex are subject to this law, legislation on privatization and land legislation.
(4) The peculiarities of creation and legal status of joint-stock companies at privatization of property of the state and municipal enterprises shall be subject to this law and legislation on privatization.
(5) The peculiarities of creation and legal status of joint-stock companies in banking, investment, stock exchange and insurance spheres of activity shall be subject to other acts.
(6) The peculiarities of creation and legal status of enterprises with foreign investments in the form of joint-stock companies are shall be subject to the legislation on foreign investments.
ARTICLE 2. CONCEPT AND TYPES of JOINT-STOCK COMPANIES
(1) Joint-stock company (referred to as "the company") is a commercial association, the charter capital of which is completely divided by shares.
(2) The company can be of an open or a closed type.
(3) The company is open, if its shareholders have the right without any restrictions to alienate the shares which belong to them. The open company may carry out a public placement and public sale of shares and other securities among a unlimited amount of persons.
(4) The number of shareholders of an open company is not limited.
(5) The company is a closed type, if its shareholders or a company have the priority right to purchase the shares alienated by shareholders of this company. The closed company may not carry out a public placement of the shares and other securities or otherwise to offer them for purchase to a unlimited number of persons.
(6) Number of the shareholders of a closed company, including the shareholders represented by nominal holders of shares, shall not exceed 50, except for the cases stipulated by this law or other legal acts.
(7) Change of a company’s type shall be made by modification of the charter of a company.
(8) If a number of the shareholders of a closed company exceeds the limit established by a section (6), the company in three-monthly term is obliged:
а) to be transformed into open or industrial cooperative society, or
b) to carry out a reorganization by division.
(9) If the requirements of a section (8) will not be executed in the specified term and the number of the shareholders will not decrease up to 50, the closed company is subject to liquidation under the decision of general meeting of the shareholders or judicial body. Any shareholder of a company, and also State Securities and Exchange Commission may apply to judicial body for liquidation of such company.
ARTICLE 3. A LEGAL STATUS OF A COMPANY
(1) The company shall be a legal person carrying out the activity on the basis of this law, other acts and a charter of a company.
(2) The company may be established for unlimited term, unless otherwise is stipulated by the charter.
(3) The company may have property rights on property, which is separated from the property of shareholders and is accounted on its independent balance.
(4) Company bears before the shareholders the obligation according to this law, other acts and charter of a company.
(5) The company can on its own behalf get and to carry out the property and personal non-property rights, to have obligations, to be the plaintiff and defendant in judicial bodies.
(6) The company may carry out any kinds of activity, not forbidden by the legislation. Certain kinds of activity, determined by the legislation, the company may carry out only on the basis of a license.
(7) The company has the right to open bank accounts in the Republic of Moldova and overseas.
(8) The company shall have a seal with its complete name on Moldovan language and indication of a place of a residence. On a seal the name of a company may be indicated in other language used in the Republic of Moldova according to the legislation.
(9) The company may have stamps and forms with the name, and also registered trademark (service mark) and other means of visual identification of a company.
ARTICLE 4. PROPERTY AND LIABILITY OF A COMPANY
(1) The property of a company may be formed as a result of distribution of shares, its financial-economic activity and on other basis, stipulated by the legislation.
(2) The company may give and to attract loans according to this law, other acts and charter of a company.
(3) The company shall be liable for its obligations with all property, which belongs to it on the ownership right.
(4) The company shall not be liable for obligations the shareholders.
ARTICLE 5. THE NAME OF A COMPANY
(1) The company shall carry out its activity under certain name.
(2) Complete name of a company shall contain:
a) words "Joint-Stock Company" or the abbreviation "S. A.";
b) specific name of a company, allowing to distinguish a particular company from other organizations.
(3) The complete name of a company may contain and other items of information, not contradicting to the legislation.
(4) The company is obliged to use the name, including short name, only in the way, in which it is registered with the State Commercial Register.
(5) Peculiarity of the name of a company and its use shall also be subject to other legal acts.
ARTICLE 6. REGISTERED ADDRESS OF A COMPANY
(1) Registered address of a company is a place of a location of its executive body, specified in the charter of a company.
(2) The company shall have the address to which with the communication shall be made.
(3) The company is obliged to notify on change of the address the creditors, shareholders, and also bodies of public authority determined by the legislation.
ARTICLE 7. MANAGING BODIES OF A COMPANY
(1) Managing bodies of a company are:
а) general meeting of the shareholders;
b) board of directors or supervisory council (hereinafter – the council of a company);
с) executive body;
d) auditing committee or auditor (hereinafter - auditing committee).
(2) In a company with number of shareholders less than 50 powers of council of a company may be vested to the general meeting of the shareholders.
(3) The structure, competence, order of formation and activity of bodies of management of a company are regulated by this law, other acts, charter and regulations of a company.
ARTICLE 8. BRANCHES AND REPRESENTATIVE OFFICES OF A COMPANY
(1) The company may create branches and representative offices in the Republic of Moldova according to this law and other acts, and outside of the Republic - according to the legislation of a foreign state, unless otherwise is provided by a international treaty of the Republic of Moldova.
(2) Branch of a company is its separated subdivision, which is located outside of a place of a residence of a company and may carry out its powers, including representation, in full or in part.
(3) Representation of a company is its separated subdivision, which is located outside of a place of residence of a company and which represents and protects its interests.
(4) The company shall provide a branch and representative office with a property, which is taken into account on balance of a company, and property of branch - and on separate balance of branch.
(5) Branch and representation are not legal persons and work on behalf of a company on the basis of regulations approved by a company. The company shall be responsible for the activity of a branch and representation.
(6) Head of a branch or representation shall act on the basis of regulation approved by a company on branch or representation and power of attorney issued by a company.
ARTICLE 9. AFFILIATED AND DEPENDENT COMPANIES
(1) The company may have affiliated and dependent companies in the Republic of Moldova, created according to this law and other acts, and outside of the Republic - according to the legislation of a foreign state, unless otherwise is provided by international treaty of the Republic of Moldova.
(2) Affiliated and dependent companies enjoy legal personality.
(3) A joint-stock or other commercial company shall be considered as affiliated, if other (main) company by virtue of purchase of a control stock of shares (shares of participation) in a first company or on other basis has a power to affect the decisions, accepted by the first company.
(4) Main company may give certain instructions to affiliated company only if it is stipulated by the constituent contract or a charter of an affiliated company.
(5) Main company, which has the right to give certain instructions to an affiliated company shall be jointly liable with an affiliated company for transactions, made by the latter in the performance of such instructions.
(6) In case of bankruptcy of an affiliated company due to performance of certain instructions of the main company the latter shall be jointly liable for obligations of an affiliated company.
(7) The shareholders of an affiliated company may request a compensation from the main company for the losses, suffered by affiliated company due to performance of the certain instructions of the main company.
(8) The joint-stock or other commercial company shall be considered as dependent, if other (main) company:
а) acquired more than 25 %, but less than major share of voting stocks (shares of participation) of first company, and
b) has not proved, that it has no powers to essentially influence the decision making by the first company.
(9) The company is not dependent, if:
а) any other company acquired less than 25 % of the voting shares (shares of participation) of first company, and
b) a state body, carrying out antitrust regulation, or the State Securities and Exchange Commission have not proved, that other company has powers to essentially influence the decision making by the first company.
(10) The affiliated and dependent companies may not acquire shares and other securities of the main company.
ARTICLE 10. AFFILIATED PERSONS OF A COMPANY
(1) Affiliated persons of a company are considered physical and legal persons:
а) carrying out the control of a company;
b) companies being under control;
с) being together with a company under the control of the third person;
d) acting on behalf or for the account of a company on the basis of the power of attorney, contract or administrative act;
e) on behalf or for the account of which a company acts on the basis of the power of attorney, contract or administrative act,
f) members of a council of a company, executive body and auditing committee of a company.
(2) The control over a company or other legal person may be effected by a virtue of:
а) property participation of the supervising person in the capital of a company or other legal person according to sections (3) or (8) of Article 9, or
b) contract about trust management or other contract, made between the supervising person and a company or other legal person.
(3) Affiliated persons of a company are subject to the requirements of this law, antimonopoly legislation and legislation on securities.
Chapter 2
SECURITIES OF A COMPANY
ARTICLE 11. GENERAL PROVISIONS
(1) Distribution, circulation and cancellation of shares, bonds and other securities of a company shall be effected according to this law, legislation on securities, other legislation and charter of a company.
(2) Securities of a company may be in the form of:
а) certificate, made by a typographical way, and/or
b) record the account, opened to the name of an owner or the nominal holder in the register of the owners of securities of a company.
(3) Securities of a company of one class can be placed only in one of the forms, specified in section (2).
(4) Company may issue only registered securities.
(5) Upon distribution of securities of a company their payment by installments is not permitted.
ARTICLE 12. SHARES
(1) Share is a document in one of the forms stipulated by a section (2) Article 11, and which certifies the rights of a holder (shareholder) on participation in management of a company, to receive the dividends and a share in the property of a company in case of its liquidation.
(2) Charter of a company shall provide for shares permitted to distribution and shares already issued by a company.
(3) Shares permitted for distribution are such shares which are determined by the constituent assembly or general meeting of the shareholders of a company, which are registered in the State Register of securities and within limits of classes and amounts for which the company is authorized to carry out additional issue of shares.
(4) Issued are such shares, fully paid by their by their first purchasers (subscribers), registered in the State register securities and register of the shareholders of a company.
(5) Shares of a company may have nominal value, which shall be divisible by one Leu.
(6) Nominal value of all simple shares of a company shall be identical.
(7) Nominal value of shares shall be approved by constituent assembly or general meeting of the shareholders and indicated in the constituent documents of a company and other documents, stipulated) by this law and the legislation on securities.
(8) In case of issue of shares par value of which is not determined, the Council of a company may in the decision on their issue or in the report on results of issue to establish a value of shares. Established value of shares is not indicated in the constituent documents of a company and is used for determination of the amount of the authorized and additional capital of a company.
(9) Nominal value (established) of shares reflects a part of authorized capital of a company, which corresponds to one issued share.
ARTICLE 13. SHARES IN CIRCULATION AND TREASURY SHARES
(1) Share in circulation is considered a share, which belongs to the shareholder of a company.
(2) Treasury share is considered an issued share of a company, acquired or redeemed from a shareholder of the company.
(3) Treasury shares may be accounted on the balance sheet of a company unless otherwise is provided by the legislation.
(4) Treasury shares shall not form the capital of a company, shall not give voting rights at the general meeting of shareholders, rights to receive the dividends, or to receive a part of property of a company in case of its liquidation.
(5) Treasury shares, acquired or redeemed with the purpose of reduction of the authorized capital of a company, are subject to cancellation after registration of respective modifications to the charter of a company.
(6) Treasury shares, acquired or redeemed with the purpose not connected to reduction of the authorized capital, and also other issued shares of a company, taken as a pledge by the company, shall not exceed 10% of the authorized capital of a company.
(7) In case of violation of the requirement set forth in section (6), the company within one year is obliged to make:
а) alienation treasury shares, and/or
b) cancellation of treasury shares and respective reduction of the amount of authorized capital or without changing the amount at the expense of proportional increase nominal (established) value of all issued shares of a company, unless articles of association of a company do not provide that the indicated increase of par value shall cover shares of one or several classes.
ARTICLE 14. SIMPLE AND PRIVILEGED SHARES
(1) The company may issue simple and privileged shares.
(2) A simple share certifies the rights of its owner for one vote at the general meeting of the shareholders, on reception of one share of the dividends, and also part of property of a company in case of its liquidation.
(3) The property rights of the owners of simple shares may be realized only after complete satisfaction of the property rights of owners of privileged shares.
(4) A privileged share gives its owner additional rights (privileges) in comparison with the owner of a simple share with regard to priority to receive and the amount of dividends, and also part of property of a company, distributed in case of its liquidation.
(5) A privileged share does not give its owner voting rights, unless otherwise is provided by this law, other acts or charter of a company.
(6) The privileged share gives its proprietor the right on reception of a part of property of a company in case of the liquidation in the amount corresponding to liquidating cost of such share.
(7) Liquidating cost of the privileged share shall be determined by the charter of a company and may exceed its nominal (established) cost. If the charter does not determine the liquidating cost of a privileged share, its owner in case of liquidation of a company has the right to receive a part of property of a company in the amount corresponding to nominal (established) value of a share.
(8) The amount of privileged shares shall not exceed 25% of the authorized capital of a company.
(9) Simple and privileged shares of a company may be of one or several classes.
ARTICLE 15. CLASSES OF SHARES
(1) Class of the shares is considered a set of the shares, which have identical features - granting of the equal rights, identical par value, if it is determined, identical form and common state registration number.
(2) The company may place the privileged shares with fixed or not fixed dividends. Fixed dividends are established in a fixed amount to one share or fixed percent to the nominal value of a share.
(3) Privileged shares with fixed dividends may be cumulative, partially cumulative or non-cumulative.
(4) Cumulative share gives their proprietors the right on reception of all dividends accumulated for determined term by one payment or right on reception of dividends in the subsequent period, if the company has not paid them in the previous period.
(5) Partially cumulative share gives the right on reception of a part of the accumulated dividends, while non-cumulative shares do not provide for such rights.
(6) Privileged share with fixed dividends does not give its owner the right to vote on general meeting of the shareholders, except for cases:
а) non payments of fixed dividends on cumulated or partially cumulated shares during term, determined by the charter. Voting rights shall be disregarded after payment of the accumulated dividends in full;
b) adopting the decision by the general meeting of shareholders about the change of the rights of the proprietors of the privileged shares in connection with transformation of an open company into a closed type, reorganization or liquidation of a company, additional issue of privileged shares of other class, which provide additional rights to their owners with respect to the owners of the issued privileged shares, or in other cases stipulated by the legislation on securities or the charter of a company.
(7) The charter of a company may provide for the privileged shares with not fixed dividends and without voting rights. Such classes of shares shall be subject to paragraph b) of section (6).
(8) If the company issues the privileged shares of two or more classes, Articles of Association shall provide for priority with regard to payment of the announced dividends and liquidating cost of the privileged shares of each of classes.
(9) The company may place such classes of the shares, which may me or must be redeemed or converted (exchanged for other classes of securities of a company) in the order stipulated by this law, other acts and charter of a company.
ARTICLE 16. BONDS
(1) Bond is a document, which have one of the forms, stipulated by a section (2) Article 11, and which certifying the right of the proprietor (bondholder) to receive the amount paid in for the bond, and an interest or other dividend in the amount and terms, established by the decision in connection with issue of bonds.
(2) Bondholders represent the creditors of a company.
(3) Bondholders have the right of priority before the shareholders on reception of a part of the profit of a company as interest or other dividend.
(4) A bond of a company shall have nominal value, divisible 100 lei. The term of the redemption of the bonds shall be at least one year.
(5) The company may issue bonds of various classes, including convertible, which give bondholders the right of an exchange of bonds for shares of a company.
(6) The company may place only bonds secured with a pledge of its own property or the surety or a guarantee of a third parties. The decision on issue of bonds shall contain the information on the property of a company, on which bondholders have the right pledgee, or complete name of surety or a guarantor of such loan and the information on its obligations.
(7) The payment for bonds shall be made only by monetary contributions.
(8) Bonds cannot be issued with the purpose of formation, recuperation or increase of the authorized capital of a company.
(9) Nominal value of all issued bonds of a company shall not exceed the size of the authorized capital.
(10) The company may purchase or redeem the bonds issued by it only with the purpose of their repayment.
ARTICLE 17. The register of the owners of securities of a company
(1) The company shall keep records in the register of the owners of securities of a company according to this law and legislation on securities.
(2) Register of owners of securities (register of shareholders, register of bondholders or register of owners of other securities) shall contain:
а) complete information on a company - issuer;
b) balance sheet of securities of company - issuer;
с) personal accounts of registered persons (owners or nominal holders of securities of a company) with indication of classes and amount of securities belonging to them, cost of their purchase, and also charges over ownership rights on such securities;
d) records regarding transfer of the rights of the property on the securities of a company, and
е) other records and documents, stipulated by the legislation on securities.
(3) The register of the owners of securities may be maintained by a company, or by a registrar on the basis of contract regarding keeping records with a register.
(4) The registrar of a company cannot be affiliated person of a company, managing organization or auditor of a company.
(5) If number of the persons, registered in the register of the owners of securities, exceeds 300, the company shall assign to keep the register to a registrar. Unless this requirement is satisfied the company shall conclude a contract with the registrar appointed by the State Securities and Exchange Commission.
(6) The company is obliged to transfer to the registrar the documents, which are necessary to keep the register of owners of securities according to the procedure and terms established by the legislation on securities and the contract for maintaining the register.
(7) The company shall not assign to keep the specified register to other persons or to keep records independently prior to termination of a contract for maintaining the register of owners of securities.
(8) The registrar shall make records in the register of owners of securities, issue extracts from the register, to present a company the lists of persons, registered in the register, to verify monthly with a company balance sheet its shares and other securities, and also to carry out other duties, stipulated by this law, legislation on securities and contract.
(9) The balance of shares of a company shall be made as per total amount and for each class with observance of the following proportions:
а) the amount of issued and not distributed shares shall be equal to the amount of shares permitted for distribution;
b) the amount of shares in circulation and of treasury shares shall be equal to the amount of issued shares.
(10) The registrar shall not enter into transactions with securities of company - issuer, with which it has concluded a contract for maintaining the register of the owners of securities, and to assign such contract to other persons without the consent of a company.
(11) The person, which maintains the register of the owners of securities of a company, bears responsibility for the losses caused to the owner or nominal holder of securities in case of infringement of terms of entering of record into the register, evasion or unmotivated refusal from entering record into the register or from distribution of an extract from it, for errors in records in the register, and also in other cases, stipulated by the legislation.
(12) The company, which concluded the contract with the registrar, shall not be exempted from the responsibility before the shareholders for running of the register of the owners of securities of a company.
(13) Wrongful acts of the person, which maintains the register of owners of securities of a company, may be appealed to the managing bodies of a company, and/or to the State Securities and Exchange Commission, and/or judicial bodies.
ARTICLE 18. Entering record into the register of the owners of securities of a company
(1) Records into the register of owners of securities of a company shall be made on demand of a company, purchaser, owner, his representative or nominal holder of securities within three days from the date of presentation of all documents, stipulated by this law and other acts.
(2) The purchaser of securities shall have property rights on them from the moment of entering the appropriate record into the register of owners of securities of a company or in the registration documentation of the nominal holder of securities in the manner, established by the legislation.
(3) In case of refusal to enter a record into the register of the owners of securities the person, which maintains the register, is obliged in time, specified in a section (1), to communicate in writing to the applicant the motivated notice.
(4) Registrar and company shall not bear the responsibility for the losses, caused to the persons, registered in the register of the owners of securities, if such persons have not provided the information on changes related to records in the register of the owners of securities of a company.
(5) The records entered into the register of the owners of securities of a company, shall serve as the basis for issue of extracts from the register of the shareholders, register bondholders or register of the owners of other securities of a company to the owners or nominal holders of securities.
ARTICLE 19. An extract from the register of the shareholders
(1) The extract from the register of the shareholders is the document, confirming record from the personal account opened to the shareholder or nominal holder of the shares in the register of the shareholders.
(2) The extract from the register of the shareholders confirms the rights of the shareholder or nominal holder on the share of a company on a moment of issuance of an extract.
(3) The extract from the register of the shareholders is not a security, and its issue does not entail the transfer of rights to the share, specified in an extract.
(4) The extract from the register of the shareholders shall contain the following essential elements:
а) full name of company - issuer, its type and place of a residence, and also the amount of its authorized capital;
b) name of the document - "Extract from the Register of Shareholders";
с) serial number of an extract;
d) number of personal account of the shareholder or nominal holder of shares;
е) last and first names, number of the document, identifying the person (name, number of the certificate on state registration) shareholder or nominal holder of shares;
f) residence (registered address) of a shareholder, his legal representative or nominal holder of the shares, and also number of his telephone and telefax;
g) classes and quantity of the shares, which belong to the shareholder or nominal holder;
h) par value of shares of each class, stipulated by paragraph g), if it is determined by the charter of a company;
i) amount of all placed shares of each class stipulated by item g);
j) state registration number of the shares of each of classes, stipulated by item g);
k) main rights and privileges provided by the privileged shares of each class, stipulated of by item g), including the amount of the fixed dividends and liquidating cost of the shares, if they are stipulated by the charter of a company;
l) charges over the property rights on the share, stipulated by item g);
m) full name, place of residence and number of certificate on state registration of the person, which maintains the register of the shareholders;
n) date, time of issue of an extract and signature of issuing person;
o) print of a seal of the legal person, which maintains the register of the shareholders;
p) exact notification in conformity with the provisions of sections (2) and (3).
(5) Other requirements to an extract from the register of the shareholders are established by the legislation on securities.
ARTICLE 20. Issuance of an Extract from the Register of the owners of securities of a company
(1) The person, which maintains the register of the owners of securities of a company shall issue an extract from the register within three days from the date of request made by the owner, his representative or nominal holder of securities of a company.
(2) Issuance to the owner or his representative, or nominal holder of securities of the first extract from the register of the owners of securities shall be made at the expense of a company. Issuance to the same person of a second and subsequent extracts, confirming the rights on the same securities, is subject to a payment in the order, stipulated by the legislation on securities, if the charter of a company does not stipulate the issuance of such extracts at the expense of a company.
(3) The extract from the register of the owners of securities shall be issued for one, several or all of the securities of one, several or all classes of securities of a company.
(4) If the purchase of securities of a company is carried out via the nominal holder, the duty to maintain personal accounts of owners of such securities and distribution of extracts from personal accounts are assigned to the nominal holder.
(5) Additional requirements for issuance of extract from the register of the owners of securities of a company or registration documentation of the nominal holder of securities are provided by the legislation on securities.
ARTICLE 21. CERTIFICATE OF SHARES
(1) The certificate of the shares is a separate document, which has the elements set forth by this Article and which certifies the property rights on certain amount of shares of one class, and also rights of their owner in relation to the society - issuer.
(2) The certificate of shares shall contain the following main details:
а) full name of the society - issuer, its type and place of residence;
b) name of the document - "Certificate of Shares";
с) serial number of the certificate;
d) last and first name, number of the identification document (name, number of the certificate on state registration) of a shareholder;
e) class and amount of the shares, which belong to the shareholder on the property right;
f) par value of shares, if it is determined by the charter of a company;
g) amount of issued shares of specified class;
h) state registration number of the shares of a specified class;
i) main rights and privileges, provided by the privileged shares of a specified class, including the amount of the fixed dividends and liquidating cost of a share, if stipulated by the charter of a company;
j) signatures (facsimile of signatures) of the head of the executive body and chief accountant of the society - issuer;
k) print of a seal of the society - issuer;
l) full name, place of a residence and number of the certificate on state registration of the person, which maintains the register of the shareholders;
m) date of issue of the certificate and signature of issuer.
(3) Certificate of share, which do not conform to the requirements of this law and the legislation on securities, shall be invalid.
ARTICLE 22. The certificate of the bonds
(1) The certificate of bonds is the separate document, which has main elements stipulated by this Article and certifying the property rights on certain amount of the bonds of one class, and also rights of their proprietor in relation to the society - issuer.
(2) The certificate of bonds shall contain the following main elements:
а) full name of a society - issuer, its type and place of a residence;
b) name of the document - "Certificate of Bonds";
с) serial number of the certificate;
d) last and first name, number of identification document (name, number of certificate on state registration) of a bondholder;
e) class and amount of bonds, which belongs to bondholder on the property right;
f) face value of a bond;
g) amount of issued bonds of specified class;
h) state registration number of the bonds of specified class;
i) term of distribution and repayment of the bonds of the given class, and also size, order and terms of payment of dividends or other incomes on them, stipulated by the decision on issue of the bonds;
j) signatures (facsimile of signatures) the head of executive body and chief accountant of s society - issuer;
k) print of a seal of a society - issuer;
l) full name, place of residence and number of certificate on state registration of person, which maintains the register bondholders;
m) date of distribution of the certificate and signature of issuing person.
(3) The certificate of the bonds, which do not conform to the requirements of this law and the legislation on securities, shall be invalid.
ARTICLE 23. ISSUANCE OF CERTIFICATE OF SECURITIES
(1) The certificate of the shares, bonds and other securities of a company shall be issued to the owner, his representative or nominal holder within three days from the date of his request to the person, which maintains the register of the owners of securities of a company.
(2) The certificate of securities shall be issued for one, several or all of the securities of one class.
(3) Issue of the certificate of securities, the property right on which is certified by the previously issued certificate, is not permitted.
(4) The certificate of securities shall be issued at the expense of a company upon distribution of shares.
(5) In case of transfer of securities the certificate issued to their previous owner shall be cancelled and another certificate is issued to the new owner of securities, if by the legislation on securities or charter of a company is not stipulated another.
(6) In a case loss or damage of the certificate of securities a copy shall be issued for a payment, established by a company and not exceeding the cost of issue of such copy.
(7) Persons, which have violated the procedure and terms of issue of a certificate, shall bear responsibility according to the legislation.
Chapter 3
RIGHTS AND DUTIES OF SHAREHOLDERS
ARTICLE 24. SHAREHOLDERS
(1) Shareholder is such a person, which has become the owner of one or more shares of a company according to the order, established by this law and other acts.
(2) If several persons own one share all of them in relation to a company are considered as one shareholder and may carry out the rights via the representative.
(3) The shareholders shall not be liable for obligations a company and bear the risk of losses within the limits of value of their shares.
(4) With respect to the property, which belongs to a company on the property right, a shareholder has the obligations, stipulated by this law and the charter of a company.
(5) The shareholders may be natural and legal persons of the Republic of Moldova, other states, persons without citizenship, and also foreign states and international organizations.
(6) The bodies of public authority may be the shareholders of a company only in cases, stipulated by the legislation. Aforementioned bodies shall enjoy their rights and bear responsibilities of the shareholders according to this law, other acts and charter of a company.
ARTICLE 25. RIGHTS OF SHAREHOLDERS
(1) The shareholder has the right:
а) to participate in general meetings of the shareholders, to elect and to be elected to the managing bodies of a company;
b) to receive information on materials to the agenda of general meeting of the shareholders;
с) to receive information and to make copies from the documents of a company, access to which is stipulated by this law, charter or by-laws of a company;
d) to receive the announced dividends according to classes and in proportion to the amount of the shares belonging to him;
e) alienate shares belonging to him, to transfer them as a pledge or in trust management;
f) to require redemption of the shares belonging to him in cases, stipulated by this law or the charter of a company;
g) to receive a part of property of a company upon liquidation;
h) to carry out other rights, stipulated by this law or the charter of a company.
(2) The shareholder, which owns the shares without voting rights may participate in discussion of matters of the agenda at general meeting of the shareholders.
(3) The shareholders, which owns the shares without voting rights may get this right at general meeting of the shareholders if the decisions on them are taken or on all questions of the agenda in cases, stipulated by this law or the charter of a company.
(4) Voting right provided by voting share cannot be limited unless otherwise is stipulated by this law or other acts.
(5) The shareholder may on the basis of a power of attorney or contract transfer the performance of the rights to a representative or nominal holder of shares.
(6) The representative of the shareholder can be any person, unless otherwise is provided by this Law and other legal acts.
(7) The officials of a company, except for the members of council of a company, cannot be the representatives of the shareholder.
(8) The shareholder may at any time replace the representative or nominal holder of the shares or to cancel his powers, unless otherwise is stipulated by legal acts, contract or administrative act.
(9) The shareholder, which owns the voting shares or other securities of a company, convertible in the voting shares, has the right of primary purchase of the publicly placed voting shares or other securities of a company, convertible in the voting shares, if this right is stipulated by the charter of a company or decision on issue of the publicly placed shares. The procedure of use of such right is stipulated by the legislation on securities, charter of a company and decision on issue of the shares.
(10) The rights of shareholders, provided by shares of any class, may be changed only by the decision of general meeting of the shareholders. Such decision is valid only there is a separate decision of the shareholders, owning the shares of such class, which is accepted not less than three quarters of votes, represented by such shares.
(11) A shareholder, employed by a company, has no priority rights in relation to the other shareholders. The worker of a company, owning its shares, has no priority rights in relation to other workers of a company.
(12) The shareholder may not require a company to purchase the shares, which belong to him, except for cases, stipulated by this law, other acts or charter of a company.
(13) The shareholder shall not without special powers act on behalf of or under the surety or guarantee of a company.
ARTICLE 26. ADDITIONAL RIGHTS OF SHAREHOLDERS
(1) The shareholders, which owns not less than 5% of the voting shares of a company, in addition to the rights provided in article 25, in the manner stipulated by this law, other acts and charter of a company, shall have the right:
а) to bring in questions to the agenda of annual general meeting of the shareholders;
b) to nominate the candidates as members of council of a company and auditing committee;
с) to request via judicial body for liquidation of a company, if council of a company has not been elected by the shareholders during two or more general meetings;
d) to require the convocation of an extraordinary meeting of council of a company.
(2) The shareholders, owning not less than 10% of the voting shares of a company, in addition to the rights, specified in sections (1), in the manner stipulated by this law, other acts and charter of a company, shall have the right:
а) to require an establishment of the price of distribution of the shares of a company on the basis of the conclusion auditing or other specialized organization, which is not affiliated person of a company;
b) to require extraordinary revisions of financial and economic activity of a company;
с) to appeal to judicial bodies for compensation of damage, caused to a company by its officers due to deliberate or rough infringement by them of the requirements of this law or other acts.
(3) The shareholders, owning not less than 25% of the voting shares of a company, in addition to the rights, specified in sections (1) and (2), in the manner stipulated by this law and charter of a company, shall have the right to request convocation of an extraordinary general meeting of the shareholders.
(4) The charter of a company may provide for additional rights to the shareholders stipulated in sections (1) - (3).
ARTICLE 27. RIGHT ON ALIENATION OF SHARES OF A CLOSED COMPANY
(1) The shareholder of a closed company, wishing to sell his shares shall make an offer in writing to the executive body of a company indicating the conditions of the proposed offer.
(2) The company can get these shares or to offer to third parties if during a month from the date of reception by a company of the offer of the shareholder the other shareholders of a company have not used the right of first refusal to purchase the alienated shares.
(3) If a company or a designated third person during the second month from the date of reception a company of the offer of the shareholder have not used the right to purchase the alienated share, the shareholder may sell it to any person at the price not below offered to other shareholders.
(4) On demand of the creditors of the shareholder of a closed company shares, which belong to the such shareholder, may be sold on the basis of a decision of judicial body, if during two months from the date of presentation of such request the shareholders of a company or a company have not used the right of first refusal to purchase these shares.
(5) Transition of ownership rights with respect to the shares of a closed company in case of legal succession (inheritance), enforcement of a pledge and in other cases stipulated by the legislation or Articles of Association of a company, shall not require a consent of shareholders or company.
ARTICLE 28. PROTECTION OF RIGHTS AND LEGAL INTERESTS OF SHAREHOLDERS
(1) The protection of the rights and legal interests of shareholders is provided by this law, legislation on securities and other legislation.
(2) For protection of the rights and legal interests the shareholders may in the order established by the legislation appeal to the managing bodies of a company, and/ or the State Securities and Exchange Commission, and/or judicial body.
(3) The company shall review the complaints and proposals of the shareholders within a month from the date of reception and shall reply as per subject matter.
ARTICLE 29. RESPONSIBILITIES OF SHAREHOLDERS
(1) The shareholder is obliged:
а) to inform the person, which maintains the register of the shareholders, on any changes of the information, recorded in the register;
b) to inform in writing a company, the State Securities and Exchange Commission and state body, responsible for antimonopoly regulation about purchase of the shares of an open company in amount, exceeding a limit established by this law, legislation on securities or other legislation;
с) to execute other duties, stipulated by this law or other acts.
(2) The shareholders, who are the officers of an open company shall inform in writing a company and State Securities and Exchange Commission on all transactions with the shares of a company in the manner, stipulated by the legislation on securities.
(3) In case of damage to a company as a result of non-fulfillment or inadequate performance of the requirements stipulated by sections (1) and (2), shareholder shall be liable to the company in the amount of caused damage.
Section II
CREATION AND REGISTRATION OF A COMPANY
Chapter 4
CREATION OF A COMPANY
ARTICLE 30. GENERAL PROVISIONS
(1) The company can be created by organization of a new company or reorganization of an existing legal person.
(2) The creation of a company shall include the conclusion of the constituent contract (adopting the decision about creation of a company), subscription of the founders to the shares and realization of constituent assembly.
(3) The company can be created by one person. In this case the decision on creation of a company is accepted by this person independently and is made out as the declaration on establishment of a company.
ARTICLE 31. FOUNDERS OF A COMPANY
(1) Founders of a company are considered physical and legal persons which adopted the decision on its creation.
(2) The founders of a company may be capable physical and legal persons of the Republic of Moldova, other states, persons without citizenship, and also foreign states and international organizations.
(3) The founders of a company on behalf of the Republic of Moldova or administrative-territorial units bodies may be public authorities, determined by the legislation.
(4) State and municipal enterprises may establish societies on the basis of authorization of bodies of public authority.
(5) The number of the founders of an open company is not limited, and in closed type shall not exceed 50.
(6) The company may be created by one founder (consist of one shareholder) only if the founder (shareholder) is not other commercial company consisting of one person.
(7) The founders may make only actions, connected to creation of a company, and only within the limits, established by the constituent contract.
(8) The founders bear all charges, which are necessary for creation and registration of a company, which are compensated by a company on the basis of the report of the founders concerning the expenses.
(9) The founders of a company cannot have the additional rights, if these rights are not given by the shares of a company, belonging to the founders.
(10) The founders of a company be jointly liable for the obligations:
а) connected with creation of a company, including in case of overestimate by them of cost of the in-kind contributions to the charter capital of a company;
b) arising in connection with actions on behalf of a company after the establishment of a company was recognized as not effected.
(11) The company shall be liable for the obligations of the founders, in connection with the creation, only after the subsequent approval of their actions by general meeting of the shareholders.
ARTICLE 32. CONSTITUENT DOCUMENTS
(1) The constituent documents of a company are the constituent contract (declaration on establishment of a company) and Articles of Association of a company.
(2) Constituent contract (the declaration on establishment of a company) has primary force in comparison with the charter of a company before its state registration.
(3) The validity of the constituent contract (declaration on establishment of a company) shall be expired after state registration of a company and fulfillment by the founders of all obligations.
(4) The items of information, contained in the constituent documents of a company, are not object of a trade secret.
ARTICLE 33. CONSTITUENT CONTRACT
(1) The constituent contract determines conditions of joint activity of the founders on creation of a company.
(2) The constituent contract shall contain the following information:
а) first and last names, number of the identification document (names, number of the certificates about state registration) of founders, their residence (registered address), citizenship (place of registration), and also other items of information on the founders, necessary for entering into the State Commercial Register;
b) full and abbreviated name of a created company, its type and place of residence;
с) purpose and main kinds of activity of a company;
d) prospective size of the authorized capital;
e) classes and amount of shares issued at creation of a company;
f) attributes of each class of the shares issued at creation of a company;
g) amounts, manner and terms of payment for the shares acquired by the founders;
h) manner and terms of creation of a company, obligations of the founders and their responsibility;
i) list of founders authorized to file an application on registration of a company;
j) procedure and terms of preparation and realization of constituent assembly;
k) procedure and terms of reimbursement on creation and registration of a company.
(3) The constituent contract may contain and other information, not contradicting to the legislation.
(4) The constituent contract shall be signed by all founders and shall be certified in the manner, established by the legislation.
(5) The declaration on establishment of a company shall contain the same information and shall be prepared in the same way as constituent contract.
ARTICLE 34. DISTRIBUTION OF SHARES AT CREATION OF A COMPANY
(1) The distribution of the shares at creation of a company shall be effected according to this law, legislation on securities and constituent contract by closed subscription of the founders.
(2) The shares of a created company shall be distributed only among the founders.
(3) At creation of a company distribution of the shares under the price below than their nominal value is not permitted, if this cost is determined by the constituent contract.
(4) The payment for the shares are made by the founders to the temporary bank account on the basis of the constituent contract (declaration on establishment of a company). On the same account an interest shall be transferred, which received in result of use by bank of such means. The founders may not use the specified means before the registration of a company or recognition of establishment of a company as not implemented.
(5) Contributions in kind in payment for the shares are transferred by the founders to the executive body of a company under the certificate within a month from the date of state registration of a company.
(6) Founders, carrying out contributions in kind to the charter capital of a company in incomplete volume:
а) within the limits of an outstanding part of these contributions shall be jointly liable for the obligations of a company after the state registration;
b) may assign to the third persons the obligations to a company only by way of transferring the debt.
ARTICLE 35. ARTICLES OF ASSOCIATION OF A COMPANY
(1) The charter of a company shall contain the following information:
а) full and abbreviated name of a company, its type and place of residence;
b) purpose, basic kinds and term of activity of a company;
с) amount of the authorized capital;
d) classes and amount permitted for distribution and issued shares;
e) attributes of each class of permitted for distribution and issued shares;
f) rights and duties of the shareholders;
g) structure, competence, manner of creation and activity of bodies of management of a company;
h) manner of decision making by the managing bodies of a company, including list of questions, decision on which is accepted by the qualified majority of votes or unanimously;
i) manner and terms of preparation and realization of general meeting of the shareholders;
j) procedure of issue of the shares permitted for distribution;
k) procedure of alienation of the shares (for closed companies);
l) procedure of the conclusion of the substantial transaction and transactions, in which there is the conflict of interests;
m) procedure of issue of the bonds permitted to distribution;
n) procedure and terms of payment of the dividends, and also covering of the losses of a company;
o) procedure of creation and use of the reserve capital;
p) name and place of a residence of branches and representations of a company;
q) Basis and order of change as a company, his(its) reorganization or liquidation under the decision of general meeting of the shareholders.
(2) The charter of a company may contain and other information, not contradicting to the legislation.
(3) The provisions of the charter of a company are mandatory for the officers and shareholders of a company.
(4) The provisions of the charter of a company, contradicting to the legislation, are void from the date of acceptance.
(5) Amendments and modifications to the charter of a company, or a new version of charter of a company shall come into effect from the date of the state registration.
ARTICLE 36. CONSTITUENT ASSEMBLY
(1) The constituent assembly shall take place in time, stipulated by the constituent contract, under condition of payments in full by the founders of a company of monetary contributions as payment of the shares issued at creation of a company.
(2) The constituent assembly shall be deliberative (has quorum), if there are all founders or their representatives. In the absence of quorum the assembly shall be convoked again.
(3) If there is no quorum during the second constituent assembly, the establishment of a company is considered as not accomplished under the decision of the present founders and their representatives. Such decision shall be communicated to all founders within seven days from the date of its acceptance.
(4) Constituent assembly:
а) approves the value of contributions in kind, which are to be paid for shares issued at creation of a company;
b) makes a decision on establishment of a company and approves the charter;
c) creates the managing bodies of a company, stipulated by this law and the charter of a company;
d) resolves other questions, relating to creation and the beginning of activity of a company, not contradicting to the legislation and the constituent documents.
(5) All decisions on constituent assembly are accepted not less than three quarters of votes presented by issued shares, and are documented in the minutes in the manner, established by sections (1), (2) and (4) of Article 64.
(6) In case of non-performance by the founders of the provisions stipulated by this article, the establishment of a company shall be considered as not accomplished under the decision of judicial body. Any founder or shareholder of a company, and also State Securities and Exchange Commission may appeal to judicial body with a request for a recognition of establishment of a company as not accomplished.
Chapter 5
REGISTRATION
ARTICLE 37. REGISTRATION OF A COMPANY AND ITS PROPERTY
(1) The company is subject to state registration in the order established by the legislation.
(2) The company is created (gets the rights of the legal person) after the date of the state registration.
(3) The company within two months from the date of state registration is obliged:
а) to accept from the founders under the certificate of contributions in kind as payment of the shares, issued at establishment of a company, and
b) to register movable and immovable property transferred by the founders for registration according to the legislation.
ARTICLE 38. Registration of Shares distributed at creation of a company. Entering the first records into the Register of Shareholders
(1) For state registration of the shares distribute upon creation the company shall present to State Securities and Exchange Commission of a copy of the constituent documents, list of the subscribers on shares and other documents, stipulated by the legislation on securities.
(2) The documents, indicated n section (1) shall be submitted within 15 days from a day of:
а) state registration of a company, if the constituent contract does not stipulate entering of the contributions in kind as the payment for the shares, or
b) complete payment of all shares, placed at creation of a company, if the constituent contract stipulates entering of the contributions in kind as payment for the shares.
(3) Failure to comply with the requirements of section (1) shall serve as the basis for liquidation of a company under the decision of judicial body. Any shareholder of a company, and also State Securities and Exchange Commission may appeal to judicial body with a request for liquidation of a company.
(4) The state registration of the shares, placed at creation of a company, shall be effected in 15-day term from the date of presentation of the necessary documents and includes:
а) recognition of subscription for the shares as valid;
b) assignment of state registration number to each class of the issued shares;
с) entering the appropriate record into the State register of securities.
(5) The company is obliged in 15-day term from the date of state registration of the shares, placed at creation of a company, to provide for the formation of the Register of the shareholders and entering of the first records about the shareholders, their lawful representatives or nominal holders of the shares.
(6) Entering the first records into the register of the shareholders shall be effected on the basis of the decision of State Securities and Exchange Commission about registration of the shares, placed at creation of a company, and list of the subscribers for shares.
(7) Other requirements to state registration of the shares, placed at creation of a company, and entering of the first records into the register of the shareholders are established by the legislation on securities.
Section III
CAPITAL, PROFIT, DIVIDENDS
Chapter 6
CAPITAL OF A COMPANY
ARTICLE 39. NET ASSETS
(1) Net assets of a company are the asset which are free from liabilities (debts) of a company.
(2) A source of net assets is the capital of a company, consisting of the authorized, additional and reserve capital, undistributed profit, and also other means, stipulated by the legislation.
(3) The net assets pay off on balance (initial) cost, and in cases, stipulated by the legislation, - on current market cost.
(4) The procedure of determination of net assets value (net capital) of a company, and also their reflection in the reporting is established by the legislation.
(5) Net assets value of a company shall not be lower than the size of its authorized capital.
(6) If upon termination of the second or any subsequent financial year cost of net assets, on data of annual balance of a company, appear below than size of the authorized capital, the annual general meeting of the shareholders is obliged to accept the decision:
a) on reduction of the authorized capital, and/or
b) on increase of net assets value by entering by the shareholders of a company of the additional contributions in the manner, stipulated by the charter of a company, or
с) on liquidation of a company.
(7) Prior to reconciliation of net assets value of a company in conformity with the size of the authorized capital in the order, stipulated by paragraphs a) and b) of section (6), the issue of securities of a company is not permitted.
(8) Failure to comply with the requirements of a section (6) shall server as the basis for liquidation of a company under the decision of judicial body. Any shareholder of a company, and also State Securities and Exchange Commission may appeal to judicial body with a request for liquidation of a company.
ARTICLE 40. CHARTER CAPITAL
(1) Charter the capital of a company defines minimum cost of net assets of a company, ensuring property interests of its creditors and the shareholders.
(2) Charter capital of an open company shall be at least 20 thousand lei, and for closed - no less than 10 thousands lei.
(3) Charter capital will be formed from the contributions, received as payments of the shares, and should be equal to amount of nominal (established) cost of the placed shares, if it is determined.
(4) If the value of the contributions made as payment for the shares, exceeds nominal (established) cost of the placed shares, such an excess shall form the additional capital of a company, which may be used only for adjusting of, including increase, authorized capital of a company.
(5) If the company places the shares, the nominal (established) cost of which is not determined, charter capital shall be equal to total cost of the contributions, made as payments of the shares.
(6) The value of permitted for distribution, but not placed shares of a company shall not be included to the authorized capital.
(7) The size of the authorized capital shall be indicated in the charter, balance, register of the shareholders and on the company’s letterhead.
ARTICLE 41. CONTRIBUTIONS TO THE CHARTER CAPITAL
(1) The forms of contributions in the authorized capital of a company shall be determined by this law, constituent contract or the decision on additional issue of the shares.
(2) The contributions in the charter capital can be:
а) money resources;
b) fully paid securities;
с) other property, including property rights or other rights, having monetary estimation.
(3) Non-monetary contributions in the charter capital can be transferred to a company on the property right or on the right of use.
(4) The objects of the public property, not being subject to privatization, can be transferred to a company as the contribution in the charter capital only on the right of use.
(5) Market cost of the non-monetary contributions, transmitted to a company on the right of use, is determined on the basis of a rent payment, estimated for term, established by the constituent documents of a company or decision of general meeting of the shareholders.
(6) Market cost of the non-monetary contributions shall be approved by the decision of constituent assembly, either general meeting of the shareholders, or council of a company proceeding from the published prices of the organized market on a date of transfer of these contributions.
(7) If market cost of the non-monetary contribution of the founder or shareholder of a company exceeds 10% of the authorized capital of a company and property, making this contribution, does not address in the organized market, the statement of cost of such contribution shall be effected on the basis of the conclusion auditing or other specialized organization, which is not affiliated person of a company.
(8) In case of extension for a company of the right of use the non-monetary contributions the company is obliged additionally to issue shares to the owner of these contributions in the order, stipulated by the constituent documents or the decision of general meeting of the shareholders of a company.
(9) In case of advance termination of the rights transferred to a company to use the contributions in kind the shareholder shall return to a company the unduly received dividends and shares in the manner, stipulated by the constituent documents or the decision of general meeting of the shareholders of a company.
(10) In case of change of balance cost of property of a company according to the legislation, including payment as contribution in the charter capital, shall not serve as the basis for change of the size of the authorized capital and share of the shareholders in it, unless otherwise is stipulated by the legislation, charter of a company or decision of general meeting of the shareholders.
(11) The contributions to the authorized capital cannot be:
а) monetary estimation of activity of founders for creation of a company, and also labor activity of the shareholders, working in a company;
b) liabilities (debts) of founders, shareholders of a company and other persons;
с) unregistered movable and immovable property, including products of intellectual activity, which are subject to registration according to the legislation;
d) property, which belongs to the purchaser of shares on the right of business use or operative management, without the consent of the owner of this property;
е) property, the civil use of which is prohibited or is limited by regulations, without the consent of a body of public authority determined by the legislation.
ARTICLE 42. MODIFICATION OF AUTHORIZED CAPITAL
(1) The change of the authorized capital of a company shall be effected by its increase or decrease according to this law, legislation on securities and charter of a company.
(2) The decision on modification of the authorized capital shall be taken by general meeting of the shareholders, and by Council of a company in cases stipulated by a section (2) of Article 43.
(3) The decision on modification of the authorized capital should contain the basis, order and size of change of the authorized capital, and also information on amount of issued or cancelled shares of a company and their nominal (established) cost, if it is determined.
(4) Change of the authorized capital, and also classes, amount and nominal value of the placed shares are brought in to the charter of a company and are registered in the order, stipulated by this law and other acts.
(5) The company is obliged to register in State Securities and Exchange Commission the results of additional issue of the shares or results on purchase or repayment of the placed shares, being subject to cancellation. Without registration of the specified results the registration of modification of the authorized capital of a company is not permitted.
(6) The registered changes of the authorized capital should be made in the balance sheet, register of the shareholders and a company’s letterhead.
ARTICLE 43. INCREASE OF AUTHORIZED CAPITAL
(1) Authorized capital of a company may be increased by:
a) increase of nominal (established) cost of issued shares and/or
b) distribution of shares of additional issue in limits of classes and amount of the shares, permitted to distribution.
(2) The council of a company has the right to take decisions on increase of the authorized capital not more than on 50 % by increase of established cost of the placed shares and/or of additional issue of the shares. The charter of a company may provide for a lower limit, in which the council may accept the decisions on increase of the authorized capital.
(3) Sources of increase of the authorized capital may be:
a) the capital of a company in a part, exceeding its charter and reserve capital, and/or
b) contributions from the purchasers of the shares.
(4) The increase nominal (established) cost of the placed shares is made in an equal proportion concerning all shares of a company, if by its charter is not stipulated, that the specified increase of cost is distributed on shares of one or several classes.
ARTICLE 44. DISTRIBUTION OF SHARES OF ADDITIONAL ISSUE
(1) The distribution of shares of additional issue shall be effected according to this law, legislation on securities, charter of a company and decision on additional issue of the shares.
(2) The additional issue of shares can be carried out after state registration of the shares, placed at creation of a company.
(3) Terms of additional issue of shares, including the price of their distribution, should be identical for all purchasers of the shares.
(4) The closed company may carry out private distribution of shares of additional issue in limits of a limited amount of persons, the list of which is authorized by the majority of the shareholders, in the order, stipulated by the charter of such company.
(5) The open company may also carry out private distribution of shares of additional issue, if by the legislation or charter of a company is not stipulated otherwise.
(6) Shares of additional issue, fully paid by the own capital of a company, are distributed free of charge between the shareholders according to classes and proportionally to amount of the shares belonging to them.
(7) The money resources from public placement of the shares of additional issue shall be transferred on the temporary bank account of a company.
(8) The public placement of shares of additional issue should be completed not later than six months from the date of registration of the prospectus of issue of shares.
(9) Prior to the registration of results of additional issue of the shares the company may use funds from its temporary bank account, only in case of granting by bank or other legal person of the guarantee or guarantee in maintenance of the obligations, specified in sections (11).
(10) The entering into the register of the shareholders of records on results of additional issue of the shares shall be effected on the basis of the registered report on results of additional issue of the shares, decision on registration of increase of the authorized capital and list of the subscribers on the share.
(11) If the State Securities and Exchange Commission considered the public distribution of the shares of additional issue as not accomplished, the company shall return to the purchasers of the shares of funds paid by them on account of payment of the shares, and also interests, received in result of use of these means, in the order, stipulated by the legislation and the prospectus issue of the shares.
ARTICLE 45. Reduction of the authorized capital
(1) Charter the capital of a company may be decreased by:
а) decrease of nominal (established) cost of the placed shares and/or
b) cancellation of treasury shares.
(2) The reduction of the authorized capital is lower than the amount, established by a section (2) of article 40, is not permitted.
(3) The decision on reduction of the authorized capital should be published by a company in 15-day term from the date of acceptance.
(4) The creditors of a company may, in a month's time from the date of publication of the decision about reduction of the authorized capital, require a company:
а) providing surety or guarantees of maintenance of the obligations accepted by it or
b) pre-schedule performance or pre-schedule termination of obligations by a company and compensation of the caused losses.
(5) In the absence or satisfaction of the requirements, specified in section (4), the decision on reduction of the authorized capital shall be effective upon expiration of two months from the date of publication.
(6) If by general meeting of the shareholders the decision on payment to the shareholders of a part of net actives of a company in connection with reduction of its authorized capital is accepted, the specified payment is made only for registration of respective modifications in the charter of a company.
ARTICLE 46. RESERVE CAPITAL
(1) The company creates the reserve capital, the size of which should be determined by the charter and shall be at least 15% of the authorized capital of a company.
(2) The reserve capital is formed by annual deductions from the net profit until the size, provided by the charter of a company has been reached. The amount of payments shall be established by general meeting of the shareholders and should make no less than 5 % of the net profit of a company.
(3) The reserve capital should be placed in fast assets, ensuring its use at any time.
(4) The reserve capital is used only in case of insufficiency of the profit, and also means of special funds of a company and is directed on a covering of the losses of a company and/or payment of interests or other incomes under the bonds placed by them.
Chapter 7
PROFIT OF A COMPANY AND DIVIDENDS
ARTICLE 47. PROFIT (LOSSES) OF A COMPANY
(1) The profit (losses) of a company is determined in the order, stipulated by the legislation.
(2) The net profit will be formed after payment of taxes and other necessary payments and remains at disposal of a company.
(3) The net profit may be used for:
а) Payment of interests or other incomes for the bonds, placed by a company;
b) Covering the losses of the last years;
с) Formation of the reserve capital;
d) Payment of compensations to the members of council of a company and auditing committee;
e) investment to development of production;
f) Payment of the dividends, and also
g) Other purposes according to the legislation and charter of a company.
(4) The decision on distribution of the net profit during a financial year is accepted by council of a company on the basis of the specifications of distribution, authorized by general meeting of the shareholders, and decision on distribution of the net profit in a year - annual general meeting of the shareholders under the offer of council of a company.
ARTICLE 48. DIVIDENDS
(1) Dividends are considered a part of net profit of a company, distributed between the shareholders according to classes and proportionally to amount of the shares belonging to them.
(2) Company may pay intermediate (quarter, semi-annual) and annual dividends for the shares, being in circulation.
(3) The company may not guarantee payment of dividends.
(4) The obligations of a company on payment of dividends arise from the date of the announcement of the decision of their payment.
(5) The company may not make a decision on payment of dividends:
a) prior to redemption of issued shares, being subject to the repayment according to a section (2) of Article 79;
b) if on the date of such decision about payment of the dividends the company is insolvent or the payment of the dividends will result in its insolvency;
с) if net asset value as per last balance of a company is lower than its authorized capital or will appear below as a result of payment of dividends;
d) for simple shares unless the decision on payment of the dividends under the privileged shares has been accepted;
e) for any shares, unless the decision on payment of interest under the bonds has been adopted.
ARTICLE 49. PAYMENT OF DIVIDENDS
(1) The decision on payment of the intermediate dividends shall be taken by council of a company, and decision on payment of the annual dividends by the general meeting of the shareholders with the proposal of council of a company.
(2) The decision on payment of the dividends shall indicate:
а) the date, on which the list of the shareholders, which have the right receive the dividends, is made;
b) amount of dividends for each share in circulation of a share of each class;
с) form and term of payment of the dividends.
(3) For each payment of the dividends the council of a company provides drawing up of the list of the shareholders, have the right on reception of the dividends.
(4) In the list of the shareholders, have the right on reception of the intermediate dividends, shareholders and the nominal holders of the shares, registered in the register of the shareholders not later than 15 days up to acceptance of the decision on payment of the intermediate dividends, and in the list of the shareholders, have the right on reception of the annual dividends, - shareholders and nominal holders of the shares, registered in the specified register on date, established by council of a company according to a section (2) Article 54 should be included.
(5) The general meeting of the shareholders may approve annual dividends in the amount below than paid intermediate dividends and above than dividends, offered by council of a company.
(6) The size of the announced dividends for each share of the same class should be identical irrespective of term of distribution of the shares.
(7) The dividends are paid by money resources, and in cases, stipulated by the charter of a company, by shares or other property, the civil use of which is not prohibited or is not limited by the regulations.
(8) For payment of the fixed dividends under the privileged shares special fund at the expense of the deduction from the net profit of a company can be created.
(9) The dividends under the shares of one class can be paid by the shares of other class only on the basis of the decisions, accepted in the order, stipulated by a section (10) article 25.
(10) The term of payment of the dividends shall be determined by the council of a company according to the charter of a company, but cannot be later three months from the date of acceptance of the decision on their payment.
(11) The decision on payment of dividends by an open company shall be published in 15-day term from the date of acceptance.
(12) The dividends, not received by the shareholder due to his fault within three years from the date of occurrence of the rights on their reception, shall be used in the income of a company and cannot be requested by the shareholder.
Section IV
MANAGING BODIES OF A COMPANY
Chapter 8
GENERAL MEETING OF SHAREHOLDERS
ARTICLE 50. GENERAL MEETING OF SHAREHOLDERS AND ITS POWERS
(1) The general meeting of the shareholders is the highest managing body in a company and shall be held at least once in a year.
(2) The decisions of general meeting of the shareholders on matters within its competence, are mandatory for the officers and shareholders of a company.
(3) The exclusive powers of general meeting of the shareholders are:
а) approval of new version of the charter of a company or modifications and additions in the charter, including those related to changes of classes and amounts of shares permitted to distribution, with converting, denomination, consolidation or splitting of shares of a company, except for changes and additions, stipulated by items f) and g) a section (2) of article 65;
b) adoption of the decision regarding the modification of authorized capital, except for cases, stipulated by a section (2) of article 43;
с) approval regulation on the council of a company, election of its members and advance termination of their powers, establishment of the size of payment of their labor, annual compensations and indemnification, and also adoption of the decision on liability or exempting from liability of the members of council of a company;
d) approval of regulation for auditing committee, election of its members and advance termination of their powers, establishment of the size of payment of their labor and compensations, and also acceptance of the decision on liability or exempting from liability of the members of an auditing committee;
е) approving the auditing organization and establishment of the amount of payment for its services;
f) adopting the decision on entering the large transactions, stipulated by a section (2) of article 83;
g) approving the classes and amount of the bonds, permitted for distribution;
h) review of the annual financial report of a company, approval of the annual report of council of a company and annual report of an auditing committee;
i) approving norms of distribution of the profit of a company;
j) adopting the decision on distribution of the annual profit, including payment of the annual dividends, or about compensation of the losses of a company;
k) adopting the decision on change of a company type, its reorganization or liquidation;
l) approval of separating, consolidated or liquidating balance of a company;
m) adopting other decisions, stipulated by this law.
(4) The general meeting of the shareholders, if by the charter of a company is not stipulated otherwise, also has powers to approve:
а) Priority directions of activity of a company;
b) Form of notice of the shareholders on convocation of general meeting, and also on presentation to the shareholders the information on the agenda of general meeting;
с) regulation of the executive body of a company and decisions appointing its chairman or pre-scheduled termination of his powers, approving the amount of salary for his labor, remuneration and compensation, on holding him liable or exempting him from the responsibility;
d) Quarterly reports of the executive body of a company;
е) Decisions on opening, reorganization or liquidation of branches and representations of a company, appointing or dismissing its managers.
(5) The matters, stipulated by a section (3), cannot be transferred for consideration to other bodies of management of a company, and the questions, stipulated by a section (4), can be transferred by the decision of general meeting of the shareholders for consideration only to council of a company.
(6) The general meeting of the shareholders may not accept the decisions on matters, not referred by this law or the charter of a company to its competence, except for a case, stipulated by a section (7).
(7) If other bodies of management of a company cannot solve the problem, relating to their competence, they may seek to resolve this matter by general meeting of the shareholders.
ARTICLE 51. FORMS AND TERMS OF CONVOCATION OF GENERAL MEETING OF SHAREHOLDERS
(1) The general meeting of the shareholders may be regular (including annual) or extraordinary.
(2) The general meeting of the shareholders may be held in present, absentee or present-absentee form. The annual general meeting cannot be held in absentee form.
(3) The regular general meetings of the shareholders will be carried out in terms, stipulated by this law, charter of a company or general meeting.
(4) The annual general meeting of the shareholders shall be held not earlier a month and not later than two months from the date of acceptance by regional (municipal) financial body of the annual report of a company.
(5) Convocation of extraordinary general meeting of the shareholders shall be determined by the decision of council of a company, but shall not be later 30 days from the date of reception by company of the request to have such a meeting.
ARTICLE 52. FORMATION OF AGENDA OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
(1) The agenda of annual general meeting of the shareholders shall be prepared by council of a company considering the requirements of the shareholders, owning not less than 5% of the voting shares of a company.
(2) The shareholders, specified in sections (1), by January 10 of a year following the fiscal year shall have the right to request:
a) entering into the agenda of annual general meeting no more than two questions, and/or
b) nominating the candidates in the members of council of a company and auditing committee, the number of which shall not exceed numerical structure of these bodies.
(3) Matters proposed for inclusion in the agenda of annual general meeting of the shareholders, shall be formulated in writing with indication of motives of their inclusion, surnames, first names (names) of shareholders, proposed a question, and also classes and amount of shares belonging to them.
(4) Upon request on entering the candidates in the list of nominees for voting on general meeting of the shareholders (including in cases of self-nominating of the shareholders) there shall be indication of surnames and names of the candidates, other items of information on them, classes and amounts of shares belonging to them, and also surname, first names (name) shareholders, who made the proposal, as well as classes and amount of the shares belonging to them. The request shall be accompanied by consent of each of the candidates in writing.
(5) The request, specified in a section (2) shall be signed by all presenting it persons.
(6) The council of a company shall review the requests of shareholders, take the decision on the satisfaction of requests or about a refusal in the satisfaction and shall communicate the decision to the shareholders not later January 25 following for an accounting year.
(7) The council of a company may not change the formulations of matters, offered for inclusion in the agenda of general meeting of the shareholders.
(8) Total number of the candidates in the members of council of a company or auditing committee, nominees included in the list for voting on general meeting of the shareholders, shall not exceed numerical structure of these bodies of management, if by the charter of a company is not stipulated otherwise.
(9) The decision on a refusal on inclusion of a question in the agenda of annual general meeting of the shareholders or candidates in the list of nominees for voting at the choice of bodies of management of a company can be accepted by council of a company only in cases, if:
а) the matter proposed for inclusion in the agenda of general meeting, is not within the competence of general meeting, or
b) the information, stipulated by sections (3) and (4), has been provided in incomplete volume, or
с) shareholders making the proposal own less than 5 % of the voting shares of a company, or
d) term, established by a section (2), has not been followed.
(10) Evasion from taking of decision and also the decision of council of a company to refuse in inclusion of a question in the agenda of annual general meeting of the shareholders or candidates in the list of nominees for voting at the choice of bodies of management of a company can be appealed against in bodies of management of a company, and/or a State Securities and Exchange Commission, and/or judicial body.
ARTICLE 53. CONVOCATION OF GENERAL MEETING OF SHAREHOLDERS
(1) The regular general meeting of the shareholders is convoked by the executive body of a company on the basis of the decision of council of a company.
(2) If the council of a company in time, specified in a section (4) Article 51, has not ensured communication of notices to the shareholders on convocation of annual general meeting or its realization, such meeting shall be held according to the decision of the executive body of a company. Such decision shall be taken:
а) by initiative of the executive body, or
b) at the request of an auditing committee of a company or auditing organization, if it carries out powers of an auditing committee, or
с) at the request of any shareholder, or
d) according to decision of judicial body.
(3) The extraordinary general meeting of the shareholders is convoked by the executive body of a company on the basis of the decision of council of a company, which is adopted:
а) by the initiative of council of a company, or
b) at the request of an auditing committee of a company or auditing organization, if it carries out powers of an auditing committee, or
с) at the request of the shareholders, owning not less than 25 % of the voting shares of a company at date of presentation of the requirement, or
d) according to decision of judicial body.
(4) The request of an auditing committee (auditing organization) about realization of extraordinary general meeting of the shareholders shall have matters, being subject to inclusion in the agenda of general meeting, with the indication of motives of their inclusion and persons, presenting such request. If the request comes from the shareholders, it should contain also items of information, stipulated by sections (3) and (4) of Article 52.
(5) The request on convocation of extraordinary general meeting of the shareholders shall be signed by all persons, requiring its convocation.
(6) During 15 days from the date of reception of the request about convocation of extraordinary general meeting of the shareholders the council of a company shall:
а) adopt the decision on convocation of general meeting and to ensure notice to the shareholders on it, or
b) adopt the decision on a refusal to convene the general meeting and to direct such decision to the persons, requesting its convocation.
(7) In the decision on convocation of general meeting of the shareholders should be specified:
а) the managing body, adopting the decision on convocation of general meeting, or other persons, which call for general meeting according to a section (10);
b) date, time and place of general meeting, and also time of registration of its participants;
c) form of general meeting;
d) agenda;
e) date, on which should be made the list of the shareholders, have the right on participation in general meeting;
f) terms, time and place of providing the shareholders with materials to the agenda of general meeting;
g) form and term of the notice of the shareholders about results of voting in absentee (by correspondence) or absentee-present form;
h) form of the notice of the shareholders on convocation of general meeting;
i) text of the voting bulletin, if the voting on general meeting is decided to carry out with use of the bulletins.
(8) The council of a company may not change the proposed form of extraordinary general meeting of the shareholders.
(9) The decision on a refusal from convocation of extraordinary general meeting of the shareholders can be taken in cases, if:
а) matters proposed for inclusion in the agenda of general meeting, are not within its competence, or
b) stipulated by sections (3) - (5) procedure for making request on convocation of general meeting has not been followed.
(10) If within the time, stipulated by section (6), the council of a company has not accepted the decision on convocation of extraordinary general meeting of shareholders or has accepted the decision on a refusal of its convocation, specified in items b) and с) of a section (3) the person may:
а) call a general meeting in the order, established for council of a company, and/or
b) appeal in judicial body the evasion of a council of a company to adopt the decision or its refusal from convocation of general meeting.
(11) The person, maintains the register of the shareholders of a company, shall present to the persons, which convoke extraordinary general meeting according to a section (10), list of the shareholders, which have the right on participation in this assembly.
(12) If the extraordinary general meeting of the shareholders is convoked by the persons, specified in sections (10), the cost of preparation and realization of general meeting shall be born by such persons.
(13) If the extraordinary general meeting of the shareholders recognizes convocation of this assembly reasonable, the charges, specified in a section (12), shall be compensated by a company.
ARTICLE 54. LIST OF SHAREHOLDERS, Having the Right on Participation in General meeting of shareholders
(1) The list of shareholders, which have the right on participation in general meeting, is made by the person, which maintains the register of the shareholders of a company, on established by council of a company date.
(2) The date, on which list of the shareholders with the right on participation in general meeting, is made, should be not earlier the date of acceptance of the decision about convocation of regular general meeting of the shareholders and not later than 45 days before its realization.
(3) List of the shareholders shall contain:
а) date, on which list is made;
b) surname, first names (name) of shareholders, their residence (registered address);
с) information on the lawful representatives of the shareholders or nominal holders of the shares;
d) classes and amount of the shares, belonging to the shareholders or the nominal holders of the shares;
е) complete name of the person, which maintains the register of the shareholders of a company;
f) signature of the person, making the list of the shareholders of a company;
g) print of a seal of the legal person, which maintains the register of the shareholders of a company.
(4) The nominal holder of the shares, registered in the register of the shareholders of a company, shall present to the person, which maintains the register of the shareholders, the information on the shareholders or other nominal holders of the shares of a company on date, on which list of the shareholders, have the right on participation in general meeting, shall be made.
(5) The changes in the list of the shareholders may be made only in cases:
a) rehabilitation as per decision of judicial body of the rights of the shareholders, not included in such list;
b) correction of errors, made at the time of making the list;
с) alienation of shares by persons, included in the list, prior to the general meeting of the shareholders.
(6) Additional requirements to drawing up of the list of the shareholders with the right on participation in general meeting of the shareholders, are stipulated by the legislation on securities.
ARTICLE 55. INFORMATION ON CONVOCATION OF GENERAL MEETING OF SHAREHOLDERS
(1) Information on realization of general meeting of shareholders in present form shall be:
а) communicated to each shareholder, his lawful representative or nominal holder of the shares in the form of notice to the address, specified in the list of the shareholders, have the right on participation in general meeting, and/ or
b) published two times with an interval 10 days in a printed media determined by the charter of a company.
(2) Information on realization of general meeting of the shareholders in correspondence or absentee-presented form shall be:
а) directed to each shareholder, or his lawful representative, or nominal holder of the shares in a form of notice together with the bulletin for voting, and
b) published in a printed media, determined by the charter of a company.
(3) The company may additionally inform the shareholders on convocation of general meeting.
(4) The information on general meeting of the shareholders shall contain the complete name and place of a residence of a company, and also the information, stipulated by paragraphs а) - g) a section (7) of Article 53.
(5) Timing for communication of notices and/ or publications of the information on the general meeting of the shareholders is determined by the charter of a company, but cannot be earlier 25 days from the date of ending a financial year and no later 30 days prior to the next regular general meeting.
(6) The nominal holder of the shares, receiving the notice on realization of general meeting of the shareholders, shall notify these shareholders, or their lawful representatives, or other nominal holders of the shares, registered in the registration documentation of the nominal holder, unless contracts with them do not stipulate otherwise.
ARTICLE 56. MATERIALS FOR AGENDA OF GENERAL MEETING OF SHAREHOLDERS
(1) The company shall provide the shareholders an opportunity to receive information on materials to the agenda of general meeting of the shareholders not later than 10 days prior to its realization. The decision of general meeting may provide that such materials can also be directed to each shareholder, or his lawful representative, or nominal holder of the shares.
(2) Information which is subject to presentation to the shareholders at preparation for annual general meeting of the shareholders shall include:
а) List of the shareholders, having the right on participation in annual general meeting of the shareholders;
b) Annual financial report of a company, annual report of council of a company and annual report of an auditing committee of a company;
с) report of auditing committee of a company and/or the certificate of revision and report of auditing organization, and also certificates of revision and decisions of state bodies, carrying out checks and the control for activity of a company an accounting year;
d) information on candidates as members of council of a company and auditing committee of a company;
е) draft of amendments and modifications to the charter of a company, or a draft new version of a charter, and also drafts of other documents, to be approved by general meeting;
f) information on volumes and average prices of the transactions, registered in the register of the owners of securities of a company for each month of an accounting year.
(3) Additional information may be included in conformity wit the legislation on securities or charter of a company in the list, specified in a section (2).
(4) If the extraordinary general meeting of the shareholders is convoked at the request of persons, specified in paragraphs b) and с) of a section (3) of article 53, the materials on agenda shall be communicated to such persons.
(5) Use of list of the shareholders, which have the right on participation in general meeting of the shareholders, with the purposes of purchase or sale of shares of a company is not permitted.
ARTICLE 57. REGISTRATION OF PARTICIPANTS OF GENERAL MEETING OF SHAREHOLDERS
(1) For direct participation in general meeting, which will be carried out in present form or absent-present form, shareholders of a company, or their representatives, or the nominal holders of the shares are obliged to be registered with a signature of a secretary of a company or in a registration commission.
(2) The registration of the participants of general meeting of the shareholders of an open company shall be effected by a registration commission, which is nominated by:
а) council of a company, or
b) executive body of a company in a case, stipulated by a section (2) of article 53, or
с) persons, calling for general meeting the shareholders according to a section (10) of article 53.
(3) The council of a company may transfer powers of a registration commission to the registrar of a company.
(4) The representative of a shareholder or nominal holder of the shares may be registered and to participate in general meeting of the shareholders only on the basis of the act, power of attorney, contract or administrative decision.
(5) The power of attorney on participation in general meeting may be certified by notary or administration of organization on a place of work, study or residence of the shareholder, and for pensioners of social security authority in a place of residence.
(6) If the person, included in the list of the shareholders, have the right on participation in general meeting, which is decided to carry out in present form or absent-present form, has made alienation of the shares of a company prior to the general meeting, it transfers the purchaser of these shares the bulletin for voting or its copy. Such requirement shall be applicable to each subsequent case of alienation of the shares prior to the general meeting of the shareholders.
(7) The person, which maintains the register of the shareholders, in cases specified in section (6) shall make the list of changes, brought in to the list of shareholders, having the right on participation in the general meeting, in the order, stipulated by the legislation on securities.
(8) The list of the shareholders, participating in general meeting, signed by the secretary of a company or members of a registration commission, shall be verified by an auditing committee and is transferred to an accounting commission.
ARTICLE 58. Quorum and Repeated Convocation of General Meeting of shareholders
(1) General meeting of the shareholders has quorum, if on the end of registration were registered and shareholders, owning more than half of the voting shares of a company, and which participate in it, if by the charter of a company is not stipulated a higher quorum.
(2) In case of sending to the shareholders of the bulletins for voting in determination of quorum and making the results of voting shall be considered votes, submitted by the bulletins, received by a company (by the registrar of a company) not later than three days up to realization of general meeting of the shareholders.
(3) In the absence of a quorum for general meeting of the shareholders the assembly is convoked again. The date of secondly convened general meeting is established by council of a company and shall be not earlier than 20 and not later than 60 days from a date, on which the previously nominated assembly did not take place.
(4) Notification of shareholders on secondly convened general meeting shall be effected in the order, stipulated by a section (1) or a section (2) of article 55, not later than 10 days prior to general meeting.
(5) In subsequently called general meeting the shareholders may participate which were included in the list of the shareholders, having the right on participation in general meeting which has not been held. The list of changes, brought into this list, is made in the manner, stipulated by a section (7) of article 57.
(6) The subsequently called general meeting of the shareholders is competent to accept the decisions:
а) regardless of amount of votes present in case of annual general meeting;
b) if the shareholders, owning not less than 25 % of the voting shares of a company, present to participate at extraordinary general meeting.
(7) In case of preparation subsequently convened general meeting of the shareholders the change of the initial agenda is not permitted.
ARTICLE 59. PROCEDURE OF GENERAL MEETING OF SHAREHOLDERS
(1) The procedure of realization of general meeting of the shareholders is determined by this law, charter of a company, and also rules of general meeting of the shareholders, if it is stipulated by the charter of a company.
(2) The general meeting of the shareholders is conducted by the chairman of council of a company or other person, elected by general meeting.
(3) The duties of the secretary of general meeting of the shareholders are carried out by the secretary of council of a company or other person, elected by general meeting.
(4) The general meeting of the shareholders may make modifications and addition to the authorized agenda only in case:
а) all shareholders, owning the voting shares, are present on general meeting and unanimously have voted for modification and additions in the agenda or
b) amending the agenda is connected to matters on liability of the officials of a company and the offer on entering the specified addition is adopted by the majority of votes, presented on general meeting.
(5) The decision, adopted by general meeting of the shareholders with infringement of the requirements of this law, other acts or charter of a company, can be appealed against by the shareholder or other by the authorized person in judicial body, if:
a) The shareholder was not informed in the order established by this law on date, time and place of realization of general meeting, or
b) The shareholder was not admitted without the lawful basis to participation in general meeting, or
с) The general meeting was held without a quorum, or
d) The decision was accepted on a question, not included in the agenda of general meeting, or with infringement of norms of voting, or
е) The shareholder voted against acceptance of the decision, restraining his rights and lawful interests, or
f) Rights and the lawful interests of the shareholder have been otherwise violated.
ARTICLE 60. ACCOUNTING COMMISSION
(1) If the shareholders of more than 50 persons with the right of a vote participate in general meeting, there shall be accounting commission, the numerical and personal structure of which shall be approved by general meeting.
(2) Accounting commission shall consist of no less than three persons. The accounting commission cannot consist of members of council of a company, executive body and auditing committee of a company, and also candidates for such positions.
(3) The general meeting may assign the powers of an accounting commission to the registrar of a company.
(4) The accounting commission establishes quorum of general meeting of the shareholders, explains the voting procedure, counts votes, prepares the minutes on results of voting and announces them, and also seals up the bulletins for voting and transfer them in archive of a company.
(5) Accounting commission in cases, stipulated by items b) - d) a section (2) of Article 79, makes the list of the shareholders, have the right to require of the repayment of the shares belonging to them.
ARTICLE 61. VOTING
(1) The voting on general meeting of the shareholders can be open or secret. Voting shall be only open at general meetings, held in absentee or absent-present form.
(2) The decisions of general meeting of the shareholders on questions, referred to its exclusive competence, are accepted not less than two thirds of votes present at the meeting, and with regard to other matters by majority of such votes.
(3) For acceptance of the decisions on separate questions of activity of a company the charter may provide for higher norms of voting, than it is established by a section (2).
(4) The voting on general meeting of the shareholders shall be made according to a principle "one voting share - one vote ", except for cases, stipulated by this law.
(5) The shareholder may vote only by that amount of the shares, which does not exceed a limit, established by this law, legislation on securities or other legislation.
(6) The officials of a company, owning the shares and/or representing other shareholders of a company, may participate in general meeting of the shareholders personally and/or as the representatives of the shareholders in the order, stipulated by a section (6) of article 86, in case of voting for following matters:
а) determination of the size of payment of labor of these officials, remuneration and compensations;
b) having them liable or exempting from the liability;
с) election (appointing) members of an auditing committee of a company.
(7) If the shareholder voted against the accepted decision, he may state his special opinion, which is attached to the protocol of general meeting of the shareholders or is reflected in it.
ARTICLE 62. VOTING BULLETIN
(1) Voting in absentee and absentee-present form, and also the secret voting on general meetings of the shareholders shall be effected with use of the bulletins.
(2) The bulletin for voting shall contain the following essential elements:
a) Complete name of a company, its type and registered address;
b) Name of the document - "Voting Bulletin";
с) Date, time and place of general meeting;
d) Formulation of each question, put on voting, and its sequence;
е) information on each candidate in the members of council of a company and auditing committee with the indication of a surname and name;
f) Variants of voting on each question, put on voting, expressed by the formulations "for", "against", "refrained";
g) manner of filling of the bulletin – in case of cumulative voting;
h) Surname, first name (name) of shareholder - at open voting;
i) Classes and amount of the voting shares, belonging to the shareholder or the nominal holder of the shares;
j) time for the bulletin to be returned.
(3) The shareholder, either his representative, or nominal holder of the shares at filling the bulletin for voting on each question, put on voting, shall leave only one variant of voting, stipulated by item f) of section (2).
(4) In case of open voting the bulletin shall be signed by the shareholder, or his representative, or nominal holder of the shares. If the voting will be carried out in the absentee form, signature of the shareholder, or of his lawful representative, or nominal holder of the shares on the bulletin can be certified of the order, stipulated by a section (5) of article 57.
(5) In calculation of votes, cast with the use of the bulletins, shall be counted only votes on those matters which has only one variant of voting in the bulletin.
6) If the general meeting of the shareholders will be carried out in absentee -present form, the bulletins for voting shall be submitted not later term, specified in the bulletin, or during voting in present form.
(7) Other requirements to the voting bulletin may be established by the legislation on securities or rules of general meeting of the shareholders, if it is stipulated by the charter of a company.
ARTICLE 63. PROTOCOL ON RESULTS OF VOTING
(1) On results of voting on general meeting of the shareholders the protocol is made which shall be signed by the members of accounting and auditing committees.
(2) The protocol on results of voting shall be attached to the protocol of general meeting of the shareholders.
(3) The results of voting in present form are announced on general meeting of the shareholders.
(4) The results of voting in absentee or absentee -present form shall be communicated to the shareholders by notice and/or publications of the information about results of voting.
(5) The decision of general meeting of the shareholders shall come into effect from the date of the announcement of results of voting, if the later term of its coming into force is not stipulated by this law, other acts or decision of general meeting.
ARTICLE 64. MINUTES OF GENERAL MEETING OF SHAREHOLDERS
(1) The protocol of general meeting of the shareholders shall be prepared within 10-days from the date of closing of general meeting and at least in duplicate, each of which shall be signed by the chairman and secretary of general meeting.
(2) Protocol of general meeting of the shareholders shall contain:
a) Date, time and place of general meeting;
b) Total of voting shares of a company;
с) amount of votes, which were present on general meeting;
d) first and last names of the chairman and secretary of general meeting;
e) agenda;
f) main statement as per the agenda with the indication of surnames and names of speakers;
g) results of voting and decisions taken;
h) attachments to the protocol.
(3) To the protocol of general meeting of the shareholders shall be attached:
а) Decision of council of a company on convocation of general meeting;
b) List of the shareholders, having the right on participation in general meeting and participated in it;
с) List of the shareholders, having the right to request the repayment of the shares belonging to them on the basis, specified in items b) - d) of section (2) article 79;
d) Text of the information communicated to the shareholders regarding the general meeting and text of the voting bulletin;
е) List of materials to the agenda of general meeting;
f) Protocol on results of voting;
g) Texts statements and special opinions of the shareholders upon request;
h) Other documents, stipulated by the decision of general meeting of the shareholders.
(4) The protocol of general meeting of the shareholders shall be verified by an auditing committee or notary according to the decision of general meeting.
Chapter 9
COUNCIL OF A COMPANY
ARTICLE 65. COUNCIL OF A COMPANY AND ITS COMPETENCE
(1) The council of a company represents interests of the shareholders between the general meetings and within the limits of its competence carries out a general management and control over the activity of a company. Council of a company is subordinated to general meeting of the shareholders.
(2) The council of a company shall have exclusive competence on:
a) adopting the decision on convocation of general meeting of the shareholders;
b) approving the market value of property subject of the large transaction;
с) adopting the decision on the conclusion of large transactions, stipulated by a section (1) of article 83;
d) conclusion of the contract with managing organization of a company;
е) approving the registrar of a company and determination of the size of payment for the services;
f) adopting the decision on increase of the authorized capital in cases, stipulated by a section (2) of article 43, and also making the related changes in the charter of a company;
g) approving the prospectus of additional issue of the shares, results of additional issue of the shares, and also making the related changes in the charter of a company;
h) adopting during a financial year of the decisions about distribution of net profit, about use of the reserve and additional capital, and also of special funds of a company;
i) presentation to general meeting of the shareholders of proposals of payment of annual dividends and adopting the decisions on payment of the intermediate dividends;
j) approving funds or level of payment of labor of employees of a company;
k) adopting the decision on participating in companies or other associations;
l) other matters stipulated by this law or the charter of a company.
(3) The council of a company shall have competence with respect to matters, specified in sections (4) of article 50, if it is stipulated by the charter of a company or decision of general meeting of the shareholders.
(4) Matters referred to the competence of council of a company, cannot be transferred for consideration to the executive body of a company, except for a case stipulated by section (3) of Article 69.
(5) The council of a company presents to the general meeting of the shareholders the annual report on the work and activity of a company, prepared according to the legislation on securities, charter of a company and rules of council of a company.
(6) The powers of council of a company cannot be transferred to other person.
(7) If the council of a company is not created or its powers have been terminated, the general meeting shall have the powers of council, except for those connected with preparation and realization of general meeting of the shareholders.
ARTICLE 66. ELECTION OF COUNCIL OF A COMPANY AND TERMINATION OF ITS POWERS
(1) The members of council of a company are elected at the annual general meeting of the shareholders for the period of one year. The specified persons can be re-elected unlimited number of time.
(2) The number of persons of council of a company is determined by the rules of council of a company or decision of general meeting of the shareholders and shall be at least of three persons. In a company with number of the shareholders and nominal holders of the shares more than 300 council of a company shall consist not less than of five members.
(3) In council of a company the shareholders of a company shall represent the majority, if by the charter is not stipulated otherwise.
(4) The members of the executive body and other workers of a company can be elected in council of a company, but they shall not represent the majority.
(5) The member of the council of a company cannot be the person:
a) the member of five councils of other companies, registered in the Republic of Moldova;
b) being an officer and representing company, which in relation to the given company is affiliated or dependent;
с) the member of an auditing committee of the given company, and also
d) other person, if his membership in council of a company is restricted by this law or charter of a company.
(6) In a company with number of the shareholders and nominal holders of the shares more than 300 a council of a company is elected by cumulative voting. Cumulative voting may also be provided in the charter of a company in case of election of council of a company at smaller number of the shareholders and nominal holders of the shares of a company.
(7) At time of cumulative voting for each voting share of a company corresponds a number of votes, equal to total number of the elected members of council of a company. A shareholder shall have the right:
a) cast his votes, given by his shares, only for one candidate, or
b) allocate these votes evenly or otherwise between the several candidates in the members of council of a company.
(8) Elected to the council of a company candidates are those who obtained the greatest number of votes on general meeting of the shareholders.
(9) The charter of a company may provide for election of a reserve of council of a company for compensation of the main composition of a council in a case dismissal of its members. The election of a reserve is made in the order, established for election of council of a company. The replacement of the left members of council shall be effected by council of a company.
(10) The powers of any member of council of a company can be terminated in advance at the decision of general meeting of the shareholders. In case of election of the members of council by cumulative voting the decision of general meeting on the advance termination of powers can be accepted only concerning all members of council of a company.
(11) The powers of the council of a company shall be terminated from a day of:
а) Announcement of the decision of general meeting of the shareholders of election of new of council of a company, or
b) Announcement of the decision of general meeting of the shareholders on the advance termination of powers of the previous council of a company in case the new council has not been elected, or
с) Expiry of the term, established by section (4) of article 51, if during this term the annual general meeting of the shareholders did not take place, or
d) Reduction for more than 50% of number of members of council of company, if the reserve of council of a company has been used.
(12) In a case, stipulated by item d) of section (11), the council of a company may call extraordinary or regular general meeting of the shareholders for election of new council and may not accept other decisions.
ARTICLE 67. CHAIRMAN OF COUNCIL OF A COMPANY
(1) The chairman of council of a company shall be elected by the general meeting of the shareholders, if the charter does not stipulate his election by council of a company.
(2) Chairman of council of a company shall:
а) convoke meetings of council of a company;
b) conclude according to the legislation on labor and present law the contracts with the members of council of a company, and also with the chief of the executive body, if the council of a company is their main place of work;
с) performs other duties, stipulated by the rules of council of a company.
(3) In the absence of the chairman of council of a company of his duties shall be carried out by the vice-president or one of the members of council of a company.
(4) The chairman of council of a company cannot be chairman of the executive body or representative of managing organization of a company.
ARTICLE 68. MEETINGS OF THE COUNCIL OF A COMPANY
(1) Procedure, terms of convocation and realizations of meetings of council of a company are stipulated by this law, charter of a company and rules of council of a company.
(2) The meetings of council of a company may be regular and extraordinary and may be carried out in present, absentee or absentee-present form.
(3) The regular meetings of council of a company shall be held at least once in a quarter.
(4) The extraordinary meetings of council of a company are convoked by the chairman of council of a company on:
a) his initiative;
b) request of one of the members of council of a company;
с) request of the shareholders, owning not less than 5 % of the voting shares of a company;
d) request of auditing committee or auditing organization of a company;
е) proposal of the executive body of a company.
(5) Quorum of a meeting of council of a company shall be determined by the charter of a company or rules of council of a company and shall be of no less than half of elected members of council.
(6) On meetings of council of a company each of its members has one vote. The transfer of a vote by one member of council of a company to other member of council or other person is not permitted.
(7) The decisions of council of a company are adopted by the majority of votes of the members present on a meeting of council, if the charter of a company or regulation on council of a company does not stipulate higher norm of voting.
(8) In case of even amount of votes cast the vote of the chairman of the council of a company is decisive.
(9) The protocol of a meeting of council of a company shall be prepared within 5-days from the date of realization of a meeting and at least in duplicate and shall contain:
a) date and place of a meeting;
b) surname and names of the persons, participated in a meeting, including chairman and secretary of a meeting;
с) agenda;
d) main statements as per agenda with the indication of surnames and names of speakers;
е) results of voting and adopted decisions;
f) attachments to the protocol.
(10) Each copy of minutes of meeting of council of a company shall be signed by the chairman and secretary of a meeting, and also one of the members of council of a company.
Chapter 10
EXECUTIVE BODY AND AUDITING COMMITTEE OF A COMPANY
ARTICLE 69. EXECUTIVE BODY OF A COMPANY
(1) The executive body shall have the competence on all questions of management of current activity of a company, except for matters, referred to the competence of general meeting of the shareholders or council of a company.
(2) The executive body of a company provides implementation of the decisions of general meeting of the shareholders, council of a company and shall be responsible to:
а) Council of a company, and
b) General meeting of the shareholders, if it is stipulated by the charter of a company.
(3) If the council of a company is not created or its powers are terminated, the powers on preparation and realization of general meeting of the shareholders are carried out by the executive body of a company.
(4) The executive body of a company may be collective (board, management) or consisting from one person (general director, director).
(5) The charter of a company can provide presence simultaneously of two executive bodies, specified in sections (4). In this case the executive body, consisting of one person, carries out also functions of the head of the collective executive body.
ARTICLE 70. ACTIVITY OF THE EXECUTIVE BODY OF A COMPANY
(1) The executive body of a company acts on the basis of legislation, charter of a company and rules of the executive body of a company.
(2) The head of the executive body of a company may within the limits of his powers act on behalf of a company without the power of attorney, including the entering transactions, approve staff, issue decrees and orders.
(3) The meetings of the collective executive body of a company are convoked by its chairman.
(4) The meetings of the collective executive body of a company shall be reflected in the protocol, which shall be signed by the chairman of this body and is presented if necessary to council of a company, auditing committee and auditing organization of a company.
(5) The executive body of a company shall represent quarterly to a council of a company or general meeting of the shareholders the report on results of the work.
(6) The powers of the executive body of a company can be transferred to managing organization on the basis of the decision of general meeting of the shareholders or a contract on trust management.
(7) The managing organization of a company cannot be affiliated person of a company, registrar or auditing organization of a company.
(8) The managing organization of a company may not conclude with a company other contracts, except the contract about trust management.
ARTICLE 71. AUDITING COMMITTEE OF A COMPANY
(1) The auditing committee of a company carries out the control for financial and economic activity of a company and responsible only to general meeting of the shareholders.
(2) The competence, composition, order of formation and activity of an auditing committee of a company are determined by this law, charter of a company and rules of an auditing committee.
(3) The members of an auditing committee may be the shareholders of a company and other persons.
(4) The member of an auditing committee of a company cannot be:
a) member of council of a company;
b) employee in the executive body or accounting service of a company;
с) materially responsible person of a company;
d) person without qualifications in sphere of book keeping, finance or economy;
е) other person, if his membership in an auditing committee is limited by this law or charter of a company.
(5) The auditing committee is elected (nominated) for the term from two to five years.
(6) The charter of a company may provide for election (assignment) of the reserve of auditing committee, from which a composition of a commission in a case dismissal of its members shall be made. Election (assignment) of reserve is made in the order, established for election of the members of an auditing committee. The replacement of the remaining members of a commission shall be effected by an auditing committee.
ARTICLE 72. ACTIVITY OF AUDITING COMMITTEE OF A COMPANY
(1) The auditing committee of a company performs necessary revision of financial-economic activity of a company for a year.
(2) The extraordinary audit of financial -economic activity of a company will be carried out by an auditing committee on:
а) its initiative;
b) request of shareholders, owning not less than 10 % of the voting shares of a company;
с) decision of general meeting of the shareholders or council of a company.
(3) The officials of a company shall present to auditing committee all documents which are necessary for revision and also provide oral and written explanations.
(4) Based on results of revision the auditing committee shall issue report, which shall contain:
a) surname and first names of the members of an auditing committee, conducted a revision;
b) basis and purpose of audit;
с) timing of audit;
d) estimation of completeness and reliability of information reflected in the primary documents, accounting registers and reporting of a company;
e) estimation of conformity of running of book keeping and reporting to the requirements of the legislation;
f) information on the facts of infringement by the officers of a company of the requirements of the legislation, charter and rules of a company, and also about damage, caused by these persons;
g) information on interference at the time of audit;
h) proposals as result of audit;
i) attachments.
(5) The report shall be signed by all members of an auditing committee of a company, participated in audit. If someone from the members of a commission disagrees with its conclusion, he may state the special opinion, which is attached to the report.
(6) The reports of auditing committee of a company are transferred to the executive body and council of a company, and also persons, specified in item b) of a section (2). The report on activity of a commission is presented to general meeting of the shareholders.
(7) The auditing committee may:
а) request convocation of extraordinary general meeting of the shareholders in case of revealing the abuses by the officials of a company;
b) participate with the right of advisory vote in meetings of the executive body and council of a company, in general meeting of the shareholders.
(8) The powers of an auditing committee of a company may be assigned to auditing organization on the basis of the decision of general meeting of the shareholders and auditing contract.
(9) The transfer of powers of an auditing committee of a company to auditing organization shall not exempt the company from mandatory auditing carried out according to this law and the legislation about auditing.
Chapter 11
OFFICERS OF A COMPANY AND THEIR COMPETENCE
ARTICLE 73. Officers of a Company
(1) Officers of a company are considered the members of council of a company, executive body, auditing and liquidating commission of a company, and also other persons, carrying out functions on management in a company.
(2) Rights and the duties of the officials are determined by this law, other acts, charter and rules of a company, and also contracts between these persons and a company.
(3) The officer shall act in interests of a company and may not participate in the capital and/ or in activity of organizations competing with a company, if by this law, decision of general meeting of the shareholders or council of a company is not stipulated otherwise. In adopting of such decision the requirements of part (6) article 86 shall apply to an interested official.
(4) Elective official of a company may resign at any time.
(5) The officials of a company cannot be:
а) state employees, carrying out the control over activity of a company;
b) persons who may not hold such positions according to the decision of judicial body;
с) persons convicted for mercenary crimes;
d) incapacitated persons.
(6) Simultaneous membership of parents, children, brothers, sisters and husbands in council of a company, and/or the executive body, and/ or an auditing committee of a company is not allowed.
(7) The company may not give the loans to the officials, to be the surety or guarantor for their obligations.
(8) Relations between the officials and company the legislation are subject to labor legislation in a part, not contradicting to this law.
ARTICLE 74. RESPONSIBILITY OF OFFICERS OF A COMPANY
(1) The officials are liable for damages to a company according to this law, criminal, the administrative and labor legislation.
(2) The officials of a company, according to the law, shall bear material and other responsibility in cases when they:
a) have deliberately brought a company to bankruptcy;
b) deliberately distorted or hid the information on financial-economic activity of a company, other information, which creditors, shareholders, bodies of public authority are supposed to receive according to this law and other acts;
с) distributed doubtful or misleading information, used other methods, which have affected the change of a rate of securities of a company to the detriment of a company;
d) have not called general meeting of the shareholders in infringement of the requirements of this law or charter of a company;
е) have made or have not made payment of the dividends or interest, other incomes for the bonds as infringement of the requirements of this law, charter of a company or decision on issue of the shares or bonds;
f) acquired at the expense of a company the securities of other issuers under the price obviously above than their market cost or have made alienation of securities of a company under the price obviously below than their market cost to the detriment of a company;
g) used the property of a company in personal interests or in interests of the third persons, in which they have property interests directly or indirectly;
h) violated the procedure for modification of the authorized capital of a company;
i) violated the procedure for the conclusion of large transactions and/ or the transactions, in which there is a conflict of interests;
j) admitted deliberate or rough infringement of other requirements of this law or other acts.
(3) In case of adoption by the officers of a company of joint decisions, contradicting to the legislation, these persons shall bear jointly property responsibility in the amount of caused damage.
(4) The official of a company is exempted from joint property responsibility for the decision, adopted by council of a company or by collective executive body of a company, if:
a) this person voted against the adoption of the decision by the aforementioned bodies of management, and
b) his special opinion is attached to the protocol of a meeting of the appropriate body or is reflected in the protocol.
(5) The officials of a company are not exempted from the responsibility, if they have transferred to other persons the power to adopt the decisions.
(6) If the actions of the officers in excess of their powers are admitted by a company for its interests, the responsibility for such actions shall be on a company.
Section V
TRANSACTIONS OF A COMPANY
Chapter 12
MARKET COST OF PROPERTY
ARTICLE 75. CONCEPT OF MARKET COST OF PROPERTY
Market cost of property, including securities, is the price, on which the seller and the buyer have complete information on the market prices of the given property and are not obliged, accordingly, to sell and to purchase, and would agree to make such transaction.
ARTICLE 76. DEFINITION OF MARKET COST OF PROPERTY
(1) Transactions of a company, including those in connection with its reorganization, creation of affiliated and dependent companies, shall be made at the market price of purchased or alienated property, if by the legislation is not stipulated otherwise.
(2) The determination of market cost of property, which circulates in the organized market, shall be effected on the basis of the published prices of this market.
(3) Definition of market cost of property, which does not circulate in the organized market, in cases, stipulated by this law, other acts or decision of general meeting of the shareholders, shall be made by auditing or other specialized organization, which is not affiliated person of a company.
(4) If the owner of a major stock of shares of a company, which are not included in listing of a stock exchange, is the state or administrative-territorial unit, for determination of market cost of this stock of shares a body of the state financial control shall be involved.
Chapter 13
TRANSACTIONS OF A COMPANY WITH ISSUED SECURITIES
ARTICLE 77. GENERAL PROVISIONS
(1) The transactions of a company with securities issued by a company are entered by way of purchase, repayment, converting, consolidation and splitting.
(2) The transactions of a company with securities issued by it are made according to the Civil code, by this law, legislation on securities and charter of a company.
(3) The company shall inform State Securities and Exchange Commission within a month from the date of fulfillment on any transaction with securities issued by it.
ARTICLE 78. Purchase by a Company of Issued Shares
(1) The purchase by a company of the shares issued by it shall be effected with the proposal of a company.
(2) The company may get the shares issued by it only with the purposes provided by this law or charter of a company.
(3) The decision on purchase by a company of the shares issued by it shall be adopted by:
a) general meeting of the shareholders in case of purchase of the placed shares with the purposes of reduction of the authorized capital;
b) council of a company in case of purchase of the placed shares with the purposes of prevention of lowering of their rate, sale of the shares to the employees of a company, converting in these shares of other securities of a company, payment of the dividends and in other purposes, stipulated by the charter of a companies and not connected to reduction of the authorized capital.
(4) The decision of a company to purchase the shares issued by it shall provide for their classes and the amounts, price of purchase, form of payment and term, during which purchase shall be effected. The price of purchase shall correspond to market cost of the shares, and the term of purchase shall be at least one month.
(5) The company shall inform each shareholder, or his lawful representative, or nominal holder of the shares the offer on purchase of the shares of a company, being in circulation, and/or publish the offer.
(6) Any shareholder may sell the shares belonging to him, and the company on conditions announced by it shall by such shares.
(7) If total amount of the shares, with regard to which from the shareholders the applications for sale have been received, exceeds amount of the shares, which is announced by a company to purchase, the shares shall be purchase in proportion to the amount, specified in each application.
(8) The company may not get the shares issued by it:
1) during one month prior to the beginning of distribution of the shares of additional issue, during distribution of these shares, and also within one month after their distribution;
2) if according to the last balance:
а) the company is insolvent or purchase of the placed shares will result in its insolvency, or
b) cost of net assetts of a company is lower than the size of its authorized capital or will be lower after purchase of the placed shares;
3) if in result of such purchase amount of treasury shares, intended not for reduction of the authorized capital of a company, and the amount of the shares placed by a company, taken by it as a pledge, will exceed a limit, established by section (6) of article 13.
(9) The purchase by a company of the shares issued by it by way of their converting shall be effected in the manner, stipulated by Article 80.
ARTICLE 79. REDEMPTION BY A COMPANY OF ISSUED SHARES
(1) The repayment by a company of the shares issued by it shall be effected on demand of the shareholders in cases, stipulated by this law, legislation on securities or charter of a company.
(2) The company is obliged to redeem the shares issued by it in a case:
a) maturity date for the shares, stipulated by the decision on their issue, or
b) amending the charter of a company and limiting the rights of the shareholders, including in connection with transformation of an open company in closed, or
с) entering by a company the large transaction under the decision of general meeting of the shareholders, or
d) reorganization of a company under the decision of general meeting of the shareholders.
(3) The shareholder may require the repayment of the shares belonging to him, if he:
а) was not admitted without the lawful basis to participation in general meeting of the shareholders, on which one of the decisions, stipulated by items b) - d) a section (2), has been adopted, or
b) voted against adoption of such decision and requested, that it shall be reflected in the protocol of general meeting and list of the shareholders, have the right to request the repayment of the shares belonging to them.
(4) The decision on the repayment of the shares of a company is adopted by general meeting of the shareholders or council of a company within limits of their competence, determined by the charter.
(5) The repayment of the shares of a company shall be effected on their market cost, if by the legislation or charter of a company is not stipulated otherwise.
(6) The term of submission by the shareholders of applications on the repayment of the shares belonging to them is determined by the charter of a company and there are no less than two months from the date of acceptance by general meeting of the shareholders or council of a company of one of the decisions, stipulated by items b) - d) a section (2).
(7) The list of the shareholders, have the right to request the repayment of shares belonging to them, is made on date of realization of general meeting of the shareholders, on which one of the decisions, stipulated by items b) - d) a section (2) has been adopted.
(8) The shareholder may not request the repayment of the shares belonging to him:
а) in cases, stipulated by items b) - d) of section (2), if the specified shares are included in listing of a stock exchange, and also
b) in case the decision on liquidation of a company has been adopted.
ARTICLE 80. CONVERTING OF ISSUED SECURITIES OF A COMPANY
(1) Converting of issued securities of a company (including bonds to shares, privileged shares into simple) shall be effected according to the requirements of the legislation about securities and decision on issue of securities, which are subject to converting.
(2) Issued securities of a company are converted only in treasury shares and/or the placed shares of a company.
(3) The classes and amounts of the shares of a company permitted to distribution, in which shall be converted other securities placed by company, shall ensure such converting.
(4) If treasury shares are acquired, and shares of additional issue are distributed only for converting, their use with other purposes is not permitted.
(5) The company may take the decision on restriction of the rights, given by the shares of one class, in which shall be converted other issued securities of a company, only in the order, stipulated by section (10) of article 25.
(6) Conversion of issued shares of companies, involved in merger (connection) or division (separation), shall be effected in the order, stipulated by this law and the legislation on securities.
ARTICLE 81. Denomination, consolidation and splitting of shares of a company
(1) Denomination of shares is considered a change of their nominal value, if it is determined. The quantity of shares shall not be changed in case of denomination.
(2) The change of established value of the shares is not denomination.
(3) Denomination of the shares of a proportion of converting in them of placed securities of a company, being subject to converting in these shares, change in the order, stipulated by the charter of a company.
(4) Consolidation of the shares is considered their exchange for smaller amount of shares with proportional increase of their nominal (established) value, if it is determined.
(5) Splitting the shares is considered their replacement on the greater quantity of shares with proportional reduction of their nominal (established) value, if it is determined.
(6) The consolidation and splitting of shares shall not result in change of the authorized capital of a company.
(7) Denomination, the consolidation and splitting of the shares shall cover all shares of one, several or all classes.
(8) Change of nominal value and amount of issued and permitted for distribution shares, connected with denomination, consolidation or splitting of the shares, shall be registered in State Securities and Exchange Commission and reflected in the charter and register of the shareholders of a company.
(9) The decision about denomination, consolidation or splitting of the shares of an open company shall be published by it within 15-days from the date of registration of respective amendments in State Securities and Exchange Commission.
Chapter 14
LARGE TRANSACTIONS
ARTICLE 82. CONCEPT OF LARGE TRANSACTION
(1) Large transaction is considered a transaction or several interconnected transactions, entered into directly or indirectly with respect to:
a) Purchase or alienation, transfer or reception by a company in a pledge or in rent with the right of the repayment of property, cost of which makes more than 25 % of cost of actives of a company on the last balance, or
b) Distribution by a company of the voting shares or other securities, convertible in such shares, making more of 25 % of all placed voting shares the companies, or
с) Purchase by any person of a major stock of shares of a company.
(2) The provision of paragraph а) of section (1) shall not apply to the transactions of a company, entered in the course of normal business activity, determined by the charter of a company.
ARTICLE 83. Decision on Conclusion by a company of large transaction
(1) The decision on the conclusion by a company of the large transaction shall be adopted by all members of council of a company unanimously, if a subject of such transaction are:
а) Property, cost of which makes more than 25 and no more than 50 % of cost of assets of a company on the last balance prior to taking of the decision about the conclusion of this transaction, or
b) The voting shares or other convertible in such shares of the securities of a company, placed in amount, specified in item b) of section (1) of Article 82, but making no more than 50 % of all placed voting shares of a company, if its charter does not stipulate a lower norm, in limits of which the council may adopt the decisions on increase of the authorized capital.
(2) The decision on the conclusion by a company of the large transaction, not stipulated by a section (1), is adopted by general meeting of the shareholders.
(3) If taking the decision about the conclusion of the large transaction, stipulated by a section (1), the council of a company has not reached unanimity, it may include this question in the agenda of general meeting of the shareholders.
(4) If at the large transaction of a company there is the conflict of interests, the decision on the conclusion of such transaction shall be adopted with observance of the requirements of this Article and Article 86.
ARTICLE 84. Purchase of a large Stock of Shares
(1) Large stock of the shares are such voting shares or other convertible in such shares securities of a company, making more of 25 % of all issued and being placed voting shares companies.
(2) The large stock of shares is considered as controlling stock if a limit, established by the antitrust legislation, has been reached.
(3) The purchase by any person of a large stock of shares shall be effected only in cases, not contradicting to the antitrust legislation, legislation on securities and decision on additional issue of the shares.
(4) The person, which is going to directly or indirectly, independently or jointly with affiliated persons to get a large stock of shares of an open company, is obliged:
а) Not later than one month before purchase of a large package to direct to a company, state body, carrying out antitrust regulation, and State Securities and Exchange Commission a written notice of the intention;
b) within 10-days from the date of purchase of a large stock to publish the information on it in the order, stipulated by the legislation on securities.
(5) The person, which independently or jointly with affiliated persons has got a controlling stock of the shares of an open company, is obliged during three months from the date of registration in the register of the shareholders of purchase of this stock to offer to the shareholders to sell to him the voting shares belonging to them, if by the legislation, charter of a company or decision of general meeting of the shareholders is not stipulated other. Such decision shall be adopted in the order, established by section (6) of article 86.
(6) Tender offer, specified in a section (5), shall be communicated in writing to all shareholders, owning the voting shares of a company, or to their lawful representatives, or nominal holders of the shares and/ or is published in a printed media, determined by the charter of a company according to a section (3) of article 91.
(7) Tender offer shall contain the information on the person, which independently or jointly with affiliated persons has got a controlling stock of shares, about classes, amounts, price and term of purchase of the shares and other information, stipulated by the legislation on securities.
(8) The price of the shares, specified in section (7), shall be not lower than the average purchase price for the last three months prior to registration in the register of the shareholders of purchase of a control stock of shares.
(9) The validity of the tender offer shall be at least one month from the date of publication.
(10) All applications of the shareholders to sell the shares belonging to them on conditions of tender the offers made during the time specified in section (9) shall be satisfied.
(11) In case of non-observance of the requirements of this Article the transaction on purchase of a large stock of shares is considered void. Prior to implementation of such requirements the owner of a large stock of shares jointly with affiliated persons shall have the right to vote on general meeting of the shareholders within limits of 25% of the voting shares of a company.
(12) Other requirements to purchase a large stock of shares are provided by the legislation on securities and decision on issue of the shares.
Chapter 15
CONFLICT OF INTERESTS
ARTICLE 85. Concept of transaction of a company, in which there is a conflict of interests
(1) Transaction of a company, in which there is the conflict of interests is a transaction or several interconnected transactions, with regard to which interested persons:
а) may participate in adopting the decisions about the conclusion of such transactions, and
b) may simultaneously have property interests in fulfillment of these transactions, not coinciding with interests of a company.
(2) A person interested in entering the transactions by a company is considered person which is simultaneously:
а) shareholder of a company, owning independently or jointly with affiliated persons more than 25 % of the voting shares, or
b) member of council of a company or executive body of a company, or
с) father, mother, son, daughter, brother, sister or husband (spouse) one of the officials specified in paragraph b), and also
d) counterpart of a company in such transaction or several interconnected transactions, or
е) owner of substantial share (more than 10 %) in the capital of a counterpart or his participant with the unlimited liability, or
f) representative of the contractor of a company in such transaction or several interconnected transactions or intermediary in these transactions.
(3) The person, interested in fulfillment by a company of the transactions, shall at least once in a year represent to council of a company a written notification, containing the information, sufficient for duly revealing of the transactions, in which there is the conflict of interests.
(4) The person, interested in fulfillment by a company of the transaction, shall prior to its conclusion inform in writing the body of management of a company on such interest, the competence of which is to enter such transactions.
(5) In case of failure to submit or delayed presentation of information, specified in sections (3) and (4), the persons, interested in fulfillment by a company of the transactions, shall be responsible according to the legislation.
ARTICLE 86. Decision on Conclusion by company of Transaction, in which there is Conflict of Interests
(1) The transaction of a company, in which there is the conflict of interests, can be made only under the decision of council of a company or general meeting of the shareholders in the order, established by this law and the charter of a company.
(2) Prior to taking a decision on conclusion of the transaction, in which there is a conflict of interests, it shall be ensured that the procedure of determination of market cost of property, stipulated by article 76, has been followed.
(3) The decision of council of a company on the conclusion of the transaction, in which there is the conflict of interests, shall be accepted unanimously by the members of council, not being the interested persons in relation to the concluded transaction.
(4) If a majority of members of council of company are the persons, interested in fulfillment of such transaction, it can be made only under the decision of general meeting of the shareholders.
(5) The decision of general meeting of the shareholders on the conclusion of the transaction, in which there is the conflict of interests, is accepted by the majority of votes of the shareholders, not being the interested persons in relation to the concluded transaction.
(6) The person, interested in fulfillment of such transaction, shall temporarily leave a meeting of council of a company or general meeting of the shareholders, on which the open voting resolves the question on its conclusion. The presence of the specified person on a meeting of council of a company or general meeting is taken into account in determining the quorum and in counting the results of voting this person is considered as refrained.
(7) If council of a company or general meeting of the shareholders have not been aware of all circumstances, connected to the conclusion of the transaction, in which there is the conflict of interests, and/or such transaction was made in violation of other requirements of this Article, a council of a company or the general meeting may require the chairman of the executive body of a company:
a) to refuse to enter such transaction or to terminate it, or
b) to ensure, in the order established by the legislation, compensation by interested person of damages, caused to a company as result of fulfillment of such transaction.
(8) The transactions, in which there is a conflict of interests, are considered valid with respect to persons with which have been made, unless such transactions have been recognized void on other basis.
(9) Legislation or charter of a company may provide for other requirements to the conclusion of the transactions, in which there is a conflict of interests.
(10) The requirements of this Article shall not apply to the transactions of an affiliated company, which according to section (4) of Article 9 are entered according to instructions of the parent company.
Section VI
BOOK KEEPING, REPORTING, CONTROL AND DISCLOSURE OF INFORMATION
Chapter 16
BOOK KEEPING AND REPORTING
ARTICLE 87. BOOK KEEPING AND REPORTING
(1) The company carries book keeping and makes the financial, statistical and specialized reporting in the order, established by the legislation and regulations of a company.
(2) The annual financial report of a company shall be checked and confirmed by report of an auditing committee of a company, and in cases, stipulated by section (1) of article 89, and by report of auditing organization no later the date, established by the legislation on book keeping for presentation of the reporting to regional (municipal) financial authorities.
(3) Council of a company and the annual general meeting of the shareholders may not approve the annual reports of the executive body and council of a company, if these reports are presented without the annual financial report of a company and reports, specified in section (2).
(4) The company shall ensure maintenance of accounting documentation in the order and terms, stipulated by the legislation.
(5) Company and its officers shall be liable according to the legislation for:
a) poor book-keeping and preparation of financial, statistical and specialized reporting;
b) not keeping or past due representation of such reporting to the creditors, shareholders of a company and bodies of public authority, determined by the legislation, and also
c) publication of incorrect information on activity of a company or evasion from publication of the information, stipulated by this law.
ARTICLE 88. Information on Affiliated Persons
(1) Affiliated person of a company are obliged in writing to notify a company on the shares of a company belonging to them with indication of their classes and amounts within 10 days from the date of purchase.
(2) In case of failure to submit or delayed presentation of information specified in section (1), affiliated person of a company shall be responsible according to the legislation.
(3) The open company shall present to State Securities and Exchange Commission the report about affiliated persons according to the legislation on securities.
Chapter 17
EXTERNAL CONTROL
ARTICLE 89. AUDIT
(1) Open company with number of the shareholders and nominal holders of the shares more than 300 shall be subject to mandatory audit as per results of financial economic activity for a year.
(2) Extraordinary auditing shall be effected on:
а) request of shareholders, owning not less than 10 % of the voting shares of a company. In this case auditing services are paid by such shareholders, if by the decision of general meeting of the shareholders is not stipulated otherwise;
b) decision of judicial body.
(3) Auditing organization carries out revision of the accounting documentation of a company according to the legislation about auditing activity and a contract about auditing and based on results shall issue certificate of revision and report.
(4) Auditing organization may on the basis of the contract on auditing require from the registrar and managing organization of a company the documents, connected to activity of a company and which are necessary for review.
(5) Auditing organization of a company cannot be affiliated person of a company, registrar and managing organization of a company.
(6) Auditing organization of a company may not conclude with a company other contracts, except the contract on auditing. A subject of such contract can be also performance of powers of auditing committee of a company.
(7) The open company with number of the shareholders and nominal holders of the shares more than 300 shall not publish the annual report without report of auditor.
ARTICLE 90. State control over activity of a company
(1) The control over activity of a company shall be carried out by the authorized state bodies in the order, stipulated by the legislation.
(2) Implementation of control shall not affect a normal way of a company operation.
(3) Main statements of certificates of revisions and decisions of state bodies, carrying out the control for activity of a company, shall be communicated to the general meeting of shareholders.
Chapter 18
DISCLOSURE OF INFORMATION
ARTICLE 91. Publication of information about activity of an open company
(1) The open company not later than 10 days before realization of annual general meeting of shareholders is obliged to publish:
а) annual accounting balance;
b) profits and losses statement;
с) other reporting, stipulated by the legislation on securities, and also
d) full name of auditing organization and main statements of auditing report (for open companies with number of the shareholders and nominal holders of the shares more than 300).
(2) Other requirements to the published reporting of an open company are established by the legislation on securities.
(3) Printed media, in which reporting, specified in section (1), is published, and also other information stipulated by this law on activity of an open company, shall be determined by the charter of a company and should be distributed throughout the territory of the country.
ARTICLE 92. Access of creditors and shareholders to the documentation of a company
(1) The company shall represent the creditors and shareholders for review the following documents:
а) constituent contract (declaration establishing a company), charter of a company, with all amendments and modifications;
b) certificate on state registration of a company;
с) regulations of a company, all changes and additions to them;
d) contracts with the registrar, managing and auditing organizations of a company;
e) protocols of general meetings of the shareholders and bulletins for voting;
f) protocols of meetings of council of a company;
g) list of members of council of a company, members of the executive body and other officials of a company;
h) list of interested persons indicating the information, stipulated by section (2) of article 85;
i) prospectuses of issue of securities of a company, all changes and additions to them, and also reports on results of issue of securities;
j) information monthly volumes and average prices of the transactions, registered in the register of the owners of securities of a company;
k) financial, statistical and specialized reporting;
l) conclusion of an auditing committee, certificate of checks and conclusion auditing organization, certificate of checks and decision of state bodies, carrying out the control for activity of a company;
m) annual reports of council of a company and annual reports of an auditing committee of a company;
n) correspondence with the shareholders;
о) other documents, stipulated by the charter or the rules of a company.
(2) The company during three years provides maintenance of the documents, stipulated by a section (1), at a place of a residence of a company or in other place, specified in the charter of a company, and also provide an access of the creditors and shareholders of a company to these documents.
(3) At the request of the creditor or shareholder, the company shall present to him an extract or copy of the documents, specified in sections (1), for a payment and other documents, stipulated by the charter and the rules of a company, except for the documents which are subject to state or commercial secret of a company. The amount of payment shall be set by a company and shall not exceed the cost of issuing extracts, manufacturing of copies of the documents and their sending.
Section VII
TERMINATION OF THE ACTIVITY OF A COMPANY.
FINAL AND TRANSITIVE PROVISIONS
Chapter 19
REORGANIZATION OF A COMPANY
ARTICLE 93. GENERAL PROVISIONS
(1) The reorganization of a company shall be effected by merger (connection), division (separation) and/ or reorganization according to the Civil code, this law, antitrust legislation and legislation on securities.
(2) In cases, stipulated by the antitrust and other legislation:
а) merger (connection) of companies under their decision can be carried out only with the consent of authorized state body;
b) Division (separation) of companies shall be carried out under the decision of authorized state body.
(3) The decision on reorganization of several or one company is adopted by:
а) General meetings of the shareholders of companies, involved in merger (connection);
b) General meeting of the shareholders of a company, reorganized by division (separation) and/or transformations.
(4) The decision on reorganization of a company shall provide the order and terms of such reorganization, including the manner of determination of proportions of converting of the shares of reorganized company in the share of companies, created by merger (connection) or division (separation). Such decision is presented for registration of again created companies and re-registration of a reorganized company.
(5) The proportions of converting of shares of companies, involved in merger (connection) or division (separation), are determined based on market cost of net assets, corresponding to one share being in circulation of each of these companies, unless otherwise is provided by this Law and other legal acts.
(6) A company shall inform in writing the creditors and publishes the message in the Official monitor of the Republic of Moldova within 15-days from the date of taking such decision about reorganization.
(7) The creditor may request a company to implement measures, stipulated by a section (4) of Article 45, within a month from the date of reception of the notice about reorganization of a company.
(8) In case of absence or satisfaction of the requests, specified in section (4) of Article 45 of creditors the decision on reorganization of a company shall come into effect upon expiration of two months from the date of publication.
ARTICLE 94. MERGER OF COMPANIES
(1) Merger (connection) of companies shall be effected by consolidation of their balances with the subsequent converting of the shares of companies, involved in merger (connection) in the share of a newly created company.
(2) Merger (connection) of companies shall be effected on the basis of the contract about merger (connection).
(3) The contract about merger (connection) of companies is the constituent contract of a company, created in result of merger (connection), and shall meet the requirements of Article 33, and also establish the order and proportions of converting of the being in circulation shares of companies, involved in merger (connection), in the share of newly created company.
(4) The basic conditions of the contract about merger (connection) of companies shall be authorized by general meetings of the shareholders of companies, involved in merger (connection), on proposal of councils of the specified companies.
(5) The proportions of converting of the being in circulation shares of merged companies in the share of additional issue of a company, continuing to work after connection, are determined based on market cost of the convertible shares. The application of the specified order of an establishment of proportions of converting is admitted only in case the shares of all companies, involved in connection, are included in listing of a stock exchange.
(6) For registration of a company, created by merger (connection), in addition to the documents, stipulated by the legislation on business and the enterprises, protocols of general meetings of the shareholders of companies, involved in merger (connection), act of transfer and consolidated balance, shall be presented.
(7) Upon merger (connection) of companies all rights and obligations of each of them shall be transferred to a newly created company according to the act of transfer and consolidated balance.
ARTICLE 95. DIVISION (SEPARATION) OF COMPANIES
(1) The division of a company shall be effected by division of its balance:
а) with the subsequent converting all or part of the being in circulation shares of a reorganized company in the share two or more newly created companies, and
b) with the subsequent transfer of a part of the shares of one or several newly created companies to other newly created company, if such transfer of the shares is stipulated by general meeting of the shareholders of reorganized company.
(2) The allocation from an existing company of one or several new companies shall be effected by division of balance of reorganized company:
а) With the subsequent converting of a part of the being in circulation shares of reorganized company in the share one or several newly created companies, and/or
b) With the subsequent transfer of a part of the shares one or several newly created companies to a reorganized company or its shareholders, if such transfer of the shares is stipulated by general meeting of the shareholders of a reorganized company.
(3) The creation of companies by division (separation) shall be effected on the basis of the decision of general meeting of the shareholders of a reorganized company. This decision shall contain the items of information, stipulated by section (2) of Article 33, and also to establish:
а) Order and terms of division of a company, including order and proportions of converting all or part of the being in circulation shares of a reorganized company in the share two or more companies newly created by division, or
b) Order and terms of allocation of companies, including order and proportions of converting of a part of the being in circulation shares of a reorganized company in the share one or several companies newly created by allocation, and/or
с) justification and order of subsequent transfer of reorganized or newly created company or its shareholders of the shares of one or several newly created by division (separation) companies, if necessary.
(4) The decision of general meeting of the shareholders on division (separation) of company with reduction of the authorized capital of a reorganized company comes into effect in the order and terms, stipulated by article 45.
(5) The company, from which one or several companies has been separated shall make changes to the charter.
(6) For registration of companies, created by division (separation), in addition to the documents, stipulated by the legislation on business and the enterprises, shall be presented the decision of general meeting of the shareholders, act of transfer and dividing balance of a reorganized company.
(7) To a company, created in result of division (separation) of a reorganized company, according to the act of transfer and dividing balance:
а) all rights and obligations of a reorganized company - at division of a company;
b) part of the rights and obligations of a reorganized company upon separation of a company.
(8) If the act of transfer and dividing balance do not provide to determine the assignee of a reorganized company, joint responsibility under its obligations shall bear:
а) newly created company upon division of a company;
b) reorganized and newly created societies - at separation of companies.
ARTICLE 96. REORGANIZATION OF A COMPANY
(1) The company may be reorganized to a commercial company of other legal form or in industrial cooperative society according to this law, legislation on commercial companies and legislation on cooperation.
(2) The transformation of a company shall be effected on the basis of the decision of general meeting of the shareholders. This decision shall contain the information, stipulated by a section (2) of article 33, and also to establish the order of transformation of the rights of the shareholders in the rights of the participants of a created commercial company or industrial cooperative society.
(3) The size of a share of each participant in the own capital of a created commercial company or industrial cooperative society cannot be reduced in comparison with the size of a share of the shareholder in the authorized capital of a reorganized company.
(4) To a transformed company all rights and obligations of a reorganized company shall be transferred according to the act of transfer and balance of a transformed company.
Chapter 20
LIQUIDATION OF A COMPANY
ARTICLE 97. GENERAL PROVISIONS
(1) The company can be liquidated only under the decision of general meeting of the shareholders or judicial body.
(2) The decision of general meeting of the shareholders on liquidation of a company can be accepted on the basis, stipulated by this law or the charter of a company.
(3) The decision of judicial body on liquidation of a company can be accepted on the basis, stipulated by the Civil code, or by this law, or other acts.
(4) The transactions with securities of a company stop from the date of the announcement of the decision of its liquidation.
(5) The decision on liquidation of a company is published in the Official monitor of the Republic of Moldova in 10-day term from the date of acceptance.
(6) If the general meeting of the shareholders has accepted the decision on liquidation of a company up to the conclusion by it of the first transaction with other persons, the liquidation of a company can be effected without publication of the decision about it. In such case to the shareholders the contributions made by them, minus the charges, connected to creation and registration of a company shall be returned.
(7) The liquidation of a company is carried out by a liquidating commission, to which shall pass all powers on a management of current activity of a company.
(8) If more than 30 % of the voting shares of a company belongs to Republic Moldova or administrative-territorial unit, in structure of a liquidating commission of a company there shall be their representative. At default of this requirement of the decision of a liquidating commission is considered void.
(9) The liquidating commission after payments to all creditors of a company makes liquidating balance, which shall be approved by general meeting of the shareholders.
ARTICLE 98. Distribution of property between the shareholders upon liquidation of a company
(1) At liquidation of a company the property which remains after payments to creditors, is distributed by a liquidating commission between the shareholders in the following priority:
а) Payments under the shares, being subject to the repayment according to Article 79 first of all be effected;
b) In the second turn – payment for announced, but not paid dividends under the privileged shares and liquidating cost of these shares;
с) In a third turn - payment for the simple shares.
(2) The payments for the subsequent turn shall be made after all payments of the previous turn.
(3) If property, which remains after liquidation of a company, is not enough to make all payments of the first or second turn, these payments are made in limits of the first or second turn according to classes and proportionally to amount of the shares, specified in items а) and b) of section (1).
Chapter 21
FINAL AND TRANSITIVE PROVISIONS
ARTICLE 99. Peculiarities of application of this law to Agricultural companies
(1) The type of a company in agriculture irrespective of number of the shareholders is determined by general meeting of the shareholders.
(2) Charter the capital of a company in an agriculture can be formed of cost of the contributions, stipulated by section (2) of Article 41, and/or of cost shares of property, calculated and paid in according to the legislation.
(3) The owner of a land lot (share of equivalent land) may transfer this lot (share) to a company as lease or with a right of use, brought in as the contribution in the charter capital of a company.
(4) Condition, order and the terms of transfer to a company of land lots (share of equivalent land) in lease are established by a lease contract, and at entering the rights of using by these lots (shares) as the contribution in the charter capital - constituent documents of a company.
(5) If in three months before expiry of the term, established by a lease contract or the charter of a company, the proprietor of a land lot (share of equivalent land) has not declared the intention to change conditions of the contract or to terminate it or to change or to stop the right of using this land (share), lease or the right of using is considered prolonged on previously established term.
(6) At prolongation of the rights of using by the ground area (share of equivalent ground) the company shall additionally issue to the proprietor of a land (share) the share in the amount of a money estimating this rights.
(7) In default of the proprietor of a land lot (share of equivalent land) from prolongation of the lease or rights of using by this land (share) the withdrawal of a land (share) shall be effected in the order, stipulated by the land and other legislation.
ARTICLE 100. Peculiarities of application of this law to Companies created in the process of Privatization, and Banks.
(1) The companies, created in process privatization of property of the state and municipal enterprises, before end privatization of this property shall not issue shares without a nominal value.
(2) Under the decision of general meeting of the shareholders, adopted in the end of privatization of property of companies, specified in part (1) the shares with nominal value can be converted in the share without nominal value.
(3) Banks, created in the form of companies of a closed type, shall not be subject to the requirement of section (6) of article 2 before January 1, 1999.
ARTICLE 101. COMING INTO FORCE OF THIS LAW
(1) This law comes into effect from the date of its publication.
(2) From the date of coming into force of this law the legal acts, which are in effect in the Republic of Moldova, prior to their reconciliation in conformity with this law are applicable to the extent not contradicting to this law.
(3) The charters of companies registered prior to coming into force of this law, shall be amended according to this law by June 1, 1998. The fee in connection with registration of amendments in the charters of the specified companies shall not be imposed.
(4) The charters of companies, which are not amended by June 1, 1998 in conformity with this law, shall be void, and any shareholder of a company or State Securities and Exchange Commission may appeal to judicial body with a application for compulsion of a company to make respective amendments and modifications to the charter.
(5) Government by October 1, 1997:
а) present to Parliament of the offer about reduction of the legislation to conformity with this law;
b) accommodate the normative acts in conformity with this law;
с) adopt the normative acts, ensuring realization of this law, including:
Regulation on the procedure of determination of net asset value (own capital) of commercial companies;
Regulation on the procedure of preparation and realization of general meetings of the shareholders of open companies.
(6) From the date of coming into force of this law to declare of no legal effect the Law on joint-stock companies No. 847-XII as of January 3, 1992.
THE CHAIRMAN OF THE PARLIAMENT