• Calling days and hours of the governing body of the National Bank of Moldova for citizens.

  • Sergiu Cioclea, Governor of the National Bank of Moldova

    1st Monday of the month: 14.00-17.00;
    Appointment: +373 22 822 606;

  • Ion Sturzu, Deputy Governor of the National Bank of Moldova

    4th Monday of the month: 14.00-17.00;
    Appointment: +373 22 822 607.

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18.05.2017

Law on Financial Institutions no. 550-XIII of 21 July 1995

Note:
This English version of the Law is for guidance only and while every care has been taken in its preparation, the National Bank of Moldova, its officers and agents accept no responsibility or liability for losses arising from errors in translation. The version in the State language is the legal version of this Law.
 

LAW
on Financial Institutions

no. 550-XIII of 21.07.1995

* * *

CONTENT

Chapter I
GENERAL PROVISIONS

 

Article 1. Scope of the Law
Article 2. Institutions covered by this Law
Article 3. Main definitions

Chapter II
LICENSING OF BANKS

Article 4. Licensing authority
Article 5. Initial (share) capital
Article 6. License application
Article 7. The decision to issue the license
Article 8. Term of license. Authorized copies of the license. Fees
Article 9. Register of banks
Article 10. Withdrawal of license
Article 11. Publication and entry into force of the decision to withdraw the license
Article 12. Prohibitions

Chapter III
ORGANIZATION AND ADMINISTRATION OF BANKS

Article 13. Organization and independence of banks
Article 131. Branches and representative offices of banks
Article 14. Regulatory capital
Article 15. Restrictions on holdings
Article 151 .Exemption from the obligation to request prior permission
Article 152 .Application for prior permission
Article 153. Assessment of the proposed acquirer
Article 154. Notification on disposal and decrease of the holdings in the bank’s capital
Article 155. Subsequent notification to the National Bank
Article 156. Non-compliance with the shareholders quality requirement
Article 157. Disposal of holdings in the bank’s capital held by persons resident in jurisdictions that do not implement the international standards of transparency
Article 158. The list of shareholders entitled to participate to the general meeting of shareholders
Article 16. Reorganizations of banks
Article 17. Statute and regulations
Article 18. Administrative and control bodies of banks
Article 19.Board of Directors
Article 20. Audit Committee
Article 21. Requirements to administrators
Article 22. Banking secrecy and fiduciary obligations
Article 23. Preventing and combating money laundering and terrorism financing
Article 24. Conflicts of interest

Chapter III1
REGIME OF FOREIGN BANKS BRANCHES

Article 241. The conditions for carrying out the activity of foreign banks branches on the territory of the Republic of Moldova
Article 242. Name of the foreign bank branch
Article 243. Requirements for licensing a foreign bank branch
Article 244.  Start-up capital of the foreign bank branch
Article 245. Management of the foreign bank branch
Article 246. Quality assessment of the foreign bank applying for the establishment of a branch
Article 247. Withdrawal of license of the foreign bank branch
Article 248. Publication of information by foreign bank branch

Chapter IV
OPERATIONS

Article 25. Prudential requirements
Article 26. Financial activities allowed to banks
Article 27. Prohibition of anticompetitive operations and activities
Article 28. Prudential measures
Article 281 Outsourcing
Article 29. Documents of financial institutions
Article 30. Requirements for disclosure of information by the bank
Article 31. Transactions with employees of the bank and persons in a special relationship with the bank
Article 32. Granting of loans

Chapter V
ACCOUNTS AND FINANCIAL STATEMENTS, AUDIT, REPORTING AND INSPECTION

Article 33. Accounts and financial statements
Article 34. External audit
Article 35. Publication of balance sheet, external auditor’s opinion, annual report
Article 36. Inspection of branches
Article 37. Reports and inspections

Chapter V2
SPECIAL ADMINISTRATION

Article 379. Financial recovery measures

Chapter VI
VIOLATIONS, REMEDIAL MEASURES AND SANCTIONS

Article 38. Violations, remedial measures and sanctions

Chapter VI1
FORCED LIQUIDATION OF BANKS

Article 381. General provisions on forced liquidation of banks
Article 382 Conditions for the appointment of a liquidator
Article 383. Liquidation announcement
Article 384. Liquidator’s main duties and rights
Article 385 Effects of the initiation of liquidation procedure
Article 386. Liquidation procedure
Article 387. Actions taken by the liquidator. Procedure for the sale of the bank, transfer of its assets and liabilities
Article 388. Expenses related to liquidation process
Article 389. Measures preceding the satisfaction of claims against the bank
Article 3810. Appeals on measures preceding the satisfaction of claims against the bank
Article 3811. Satisfying claims against the bank and claims priorities
Article 3812. Reporting. Completion of liquidation process
Article 3813. Responsibility of the liquidator
Article 3814. Reopening the liquidation process
Article 3815. Liability for a bank’s insolvency

 

Chapter VI2
VOLUNTARY LIQUIDATION OF THE BANK

Article 3816. Conditions of voluntary liquidation
Article 3817. Voluntary liquidation procedure

Chapter VII
FINAL AND TRANSITIONAL PROVISIONS

Article 39. Transitional provisions
Article 40. Supervision and regulation of the financial institutions
Article 41. Regulations of the National Bank
Article 42. Dispute settlement
Article 43. Final provisions

 


THE PARLIAMENT OF THE REPUBLIC OF MOLDOVA ADOPTED THIS LAW

CHAPTER I
GENERAL PROVISIONS

 

Article 1. Scope of the Law

The scope of this Law is to protect the interests of depositors, deposit secrecy, to prevent excessive risk in the financial system, to promote a strong and competitive financial sector and to facilitate the action of market forces in the provision of financial services.

Article 2. Institutions covered by this Law

(1) This Law shall apply to financial institutions, except those that are partially or totally exempt from this Law by the National Bank, due to their business nature, low volume of turnover or due to the origin of their resources.
(2) The National Bank is entitled additionally to impose provisions of this Law regarding banks to other financial institutions.

Article 3. Main definitions

The following definitions shall be used for the purpose of this Law:

proposed acquirer - any person to acquire, alone or in concert, by any means, directly or indirectly, a qualifying holding in the share capital of a bank or to increase its  qualifying holding so that the proportion of its voting rights in the share capital to reach or exceed the level of 5 %, 10%, 20%, 33% or 50% or so that the bank to become a branch of this person; 

proposed acquisition – any legal act or fact as a result of which a person becomes a proposed acquirer.

administrator - a member of the Board of Directors, executive body, Audit Committee, the chief accountant, manager of a branch of a legal entity, manager of the foreign legal entity’s branch and its deputies, and the chief accountant of the foreign legal entity’s branch, the deputy manager of the branch or the deputy chief accountant of the legal entity, including of the foreign entity’s branch, where these persons exercise the duties of the branch manager or of the chief accountant of the legal entity, including of the foreign legal entity’s branch;

affiliates of another person shall be considered the following persons:
a) administrator of the person, and, in case of a bank, the members of the credit committee;
b) the legal entities and/or individuals that, directly or indirectly, alone or in concert, own or control 1% or more of the bank’s capital, including the beneficial owners, namely the chain of the interposed  parties by which the last  party has control over the first party (the previous one). If the spouse of such person, or a first degree family member, holds or controls a share in the bank’s share capital, irrespective of its size, it is considered that this person holds or controls the respective share.
c) any person that controls that person or is under the control of that person, or together with that person is under the control of another person;
d) any associate to the person or any entity, which is part of a joint venture, any associate or any entity, part of a joint venture of a member of the group of affiliatedpersons, or the entities and the person as parties of a joint venture of another person;
e) affiliated persons to the persons referred to in paragraphs a), b), c) and d);
f) Person affiliated to the individual – spouses, relatives and in-laws of the first and second degree of the individual,  spouses of the relatives and of in-laws mentioned above, as well as the legal entity over which the individual and / or the persons affiliated to it, hold control or hold part in joint ventures, or have significant influence or are administrators;
g) a person through which a transaction is carried out with the bank in the interests of the person referred to in paragraphs a)-f) and who is considered to be influenced within the respective transaction by the person referred to in paragraphs a)-f)  due to the existence of some working, civil and other type of relations between these persons, determined according to the National Bank’s regulations;
h) other persons determined by the National Bank of Moldova in normative acts.

bank - a financial institution that accepts deposits or their equivalents from individuals or legal entities, transferable by different payment instruments and that uses all or part of these funds to lend or invest on its own account and risk;

beneficial owner - the individual who ultimately holds or controls either the proposed acquirer or the shareholder who directly or indirectly owns a holding in the bank's share capital;

capital - net funds owned by a financial institution, representing the difference between its assets and liabilities (debts);

regulatory capital - a financial institution’s own funds that shall be maintained in accordance with the regulations issued by the National Bank, which establish the components of regulatory capital and the minimum amount that the institution shall maintain in relation to risk-weighted assets or total assets;

control - the relationship between a parent undertaking and a subsidiary, as defined in this article, or a similar relationship, de jure or de facto, between two persons as determined by the National Bank;

holding - any ownership right or voting right with respect to the capital of an economic entity;

qualifying holding - a direct or indirect ownership right that is equivalent to 1 percent or more of the capital of the economic entity or of the voting rights or that allows exercising a significant influence over the management or business of that entity;

debt security - any negotiable instrument of indebtedness and any other instrument equivalent to such instrument of indebtedness, and any negotiable instrument granting the right to acquire another negotiable debt security by subscription or exchange. Negotiable debt securities may be in the form of certificate or in book-entry form;

credit - any commitment to lend money conditioned upon its repayment, payment of interest and other related payments, any extension of the term of the debt reimbursement, any guarantee issued, and any commitment to acquire a debt security or other rights to perform the payment;

subordinate debt – the amount of money deposited, which meets the following criteria:
- it is not insured;
- the maturity term is at least 5 years. If the maturity is not fixed, the debt is to be repaid on demand by the holder within a period of not less than 5 years from the date of placement and subject to obtaining the prior permission from the National Bank issued under the conditions of Art.7 paragraph (2);
- it is not reimbursed before maturity, except cases of bank liquidation;
- in case of bank liquidation, it is to be repaid after satisfaction of claims by all creditors of the bank, but before satisfaction of claims by shareholders;
- can be considered as a component of regulatory capital under the terms established by the National Bank;

deposit - a sum of money deposited, which meets the following criteria:
- it is to be repaid on demand or at term, with or without interest or any other benefit, or under the conditions agreed upon jointly by the depositor (the person making the payment) or his/her representative and the bank that accepts money;
- it is not referable to a subordinated debt, to the ownership or services, including insurance services;
- it is certified or not by any written records or by any receipt, certificate, notice or other document of the bank that accepts money;

personal  deposits - the deposits of individuals;

capital distribution - distribution of cash or other property by a financial institution to its shareholders obtained from  their property, except:
- dividends consisting only of shares of the institution or rights to acquire such shares;
- amount paid on deposits of a cooperative bank which, according to the determination made ​​by the National Bank, is not a distribution for purposes of Article 28 paragraph (4);

indirect acquiring/holding - acquiring/holding of a share in the bank's share capital through a person over which the acquirer/holder, including its beneficial owner, exercises control;

credit documentation – documentation that serves as basis for an agreement between a bank and another person for the provision of a credit, which shall include at least the followings:
- current financial situation of the credit applicant and any other person, which constitutes a personal guarantee;
- a description of methods to guarantee the full payment of the debt and, where appropriate, an  evaluation of the goods that make the object of the guarantee;
- a description of credit terms and conditions, including the amount of credit, the interest rate, the reimbursement schedule, the debtor's objective and purpose for which the credit was sought;
- the document with the signatures of persons authorized to grant the credit on behalf of the bank;
- other documents determined by the bank;

branch - a separate subdivision, which is a legally dependent part of a bank, performing all kinds of financial activities or some of them;

financial institution - a legal entity that accepts deposits or their equivalent, non-transferable by any payment instrument and uses all or part of these funds to lend or invest on its own account and risk;

parent undertaking – a person in any of the following situations:
a) has a majority of the voting rights in another undertaking (a subsidiary undertaking);
b) has the right to appoint or remove a majority of the members of the management  bodies of another undertaking (a subsidiary undertaking) and is at the same time a shareholder in or member of that undertaking (a subsidiary undertaking);
c) has the right to exercise a dominant influence over an undertaking (a subsidiary undertaking) whether or not it is a shareholder of that undertaking (a subsidiary undertaking), pursuant to a contract entered into with that undertaking (a subsidiary undertaking) or to a provision in its memorandum or statute, where the law governing that undertaking (a subsidiary undertaking) allows its being subject to such contracts or provisions;
d) is a shareholder/associate or member of an undertaking (a subsidiary undertaking) and the majority of the members of the management  bodies of that subsidiary undertaking, who have held office during the current financial year, during the preceding financial year and up to the time when the consolidated annual accounts are drawn up, have been appointed solely as a result of the exercise of its voting rights; this provision shall not apply where another undertaking has the rights referred to in the above letters a), b) or c) with regard to that subsidiary undertaking;
e) is a shareholder/associate or member of an undertaking (subsidiary undertaking) and controls alone, pursuant to an agreement with other shareholders/associates or members of that undertaking (a subsidiary undertaking), the majority of voting rights in that subsidiary undertaking;
f) it actually exercises dominant influence over another undertaking (the subsidiary undertaking), according to the criteria provided in the normative acts of the National Bank;

remedial action - measure to correct the violations listed in Article 38 which, which consists of:
- developing a plan to increase regulatory capital;
- establishing committees of the board of directors responsible for the supervision of credits, asset and liability management, internal audit and controls;
- replacement of the heads of subunits;
- developing and implementing an improved internal control system;
- other measures;

order - an obligatory directive issued by the National Bank for the execution of this Law, with respect to one or more financial institutions that are not all the financial institutions of a category;

person - an individual or legal entity, association or any group of connected persons , whether registered as such or not;

regulation - obligatory rules issued by the National Bank for the execution of this Law to one or more categories of financial institutions and other legal entities and individuals;

representative office - a separate unit located outside the bank’s headquarters, which is legally dependent on the bank, representing and protecting its interests;

subsidiary - a person in a relation with the parent undertaking in any of the situations referred to in the definition of ”parent undertaking“. For the purposes of this definition, any subsidiary of a parent undertaking, which is itself a subsidiary of another parent undertaking, shall be deemed a subsidiary of the latter.

associate entity - anthe entity in which the person has a significant influence;

significant influence – the power of a person to participate in the financial and operating policy decisions of the entity in which this person has holds, directly or indirectly, 20 percent or more of the voting rights, without having control or a joint control over these policies;

joint venture – a contractual arrangement or other similar arrangement whereby two or more parties undertake an economic activity that is subject to joint control;

persons acting in concert - when each of them decides to exercise the rights linked to the shares acquired or to be acquired in accordance with an explicit and implicit agreement made between them. Until proven otherwise, the following persons are presumed to act in concert:
a) persons that acquired bank shares in circumstances denoting coordinated acquisition or the joint intention of these persons to acquire shares of the bank;
b) persons involved:
persons controlling or controlled by another person or which are under joint control;
persons that are direct or indirect part of agreements to jointly obtain or exercise the voting rights, if the shares, the subject of  the agreement, may grant a controlling position;
individuals with control and management functions within that person;
persons that may appoint the majority of members of the management body within an entity;
any person who, under civil law, is linked  to the above-mentioned individual by a relationship of kinship of first and second degree, spouses of the person and of the person’s relatives, the in-laws of the person and the spouses of the in-laws, and the companies under their control;
c) parent undertaking with its subsidiaries, and any subsidiaries of the same parent undertaking between them;
d) a person with the board members and with the persons involved, and these persons between them;
e) a person with its pension funds and with the person managing these funds;
f) persons using in carrying out of economic transactions the benefits obtained to the same recipient, or recipients that are involved persons;
g) persons directing in carrying out of economic transactions the benefits obtained to the same recipient or recipients that are involved persons;
h) legal entities component which ownership or management bodies have mostly the same composition;
i) persons that have adopted or adopt a similar investment policy, by purchasing financial instruments issued by the same issuer or involved persons with the same issuer and/or by disposal of financial instruments issued by the same issuer or involved persons with the same issuer;
j) persons which identical exercise of rights conferred by the securities issued by the bank reveals a common long-term policy related to the bank;
k) persons, which for carrying out of economic transactions, for the representation of interests or for the exercise of the voting rights conferred by the financial instruments held, have appointed or appoint as an agent, respectively agents, the same person, respectively persons that are involved persons.
l) persons associated in any legal form recognized by law, and the purpose or objective of the association consists in operations in connection with the bank;
m) persons that held or hold simultaneously equity interests, in one or more legal entities exerciting control over them and conducting a common policy;
n) persons that conducted or conduct economic transactions together;
o) any other persons determined by the National Bank of Moldova in accordance with the criteria set out in normative acts.”

[Art.3 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]
[Art.3 amended by the Law no.233 of 03.10.2016, in force 04.10.2016]

 

CHAPTER II
LICENSING OF BANKS

[Name of the chapter amended by the Law no.109-XVI of 16.05.2008, in force on 20.06.2008]

Article 4. Licensing authority

The National Bank has the exclusive right for the issuance of licenses to banks and foreign banks branches.
 

Article 5. Initial (share) capital

(1) Minimum subscribed and paid-in capital in the bank’s capital shall total MDL 100 million.
(2) Shares shall be fully paid in cash or with state securities, in case of the share capital of the bridge bank..

 

Article 6. License application

(1)In order to obtain the license for conducting financial activity in accordance with Article 26, the bank shall submit an application in writing to the National Bank, in the form required by the latter, and shall provide the following:
a) documents proving the existence or non-existence of criminal records and information on qualifications and experience of administrators of financial institutions, their professional activities in the last 10 years;
b) information on the expected paid-in capital of the future bank;
c) a business plan for the future bank, comprising the organizational structure, types of financial activities to be performed, financial results forecast for the next 3 years, etc;
d) documents proving the existence or non-existence of criminal records, as well as information regarding the name, address (headquarters), commercial or professional activities in the last 10 years and the shareholding interest of each person who intends to hold 1% or more of the voting shares of the bank;
e) any other information required by the regulations of the National Bank of Moldova.
(2) The National Bank may request an applicant to submit additional information if, in the opinion of the National Bank, the basic information submitted is insufficient for the issuance of license.
(3) The license application for a subsidiary of a foreign bank shall be submitted by the foreign bank in the manner prescribed by the regulations of the National Bank..

Article 7. The decision to issue the license

(1) Within 3 months from the date of receipt of the application for a license that has been completed according to Article 6, the National Bank shall preliminary approve or reject the application and shall notify the applicant of its decision in writing. Refusal to issue license shall include an explanation of the grounds on which the license was refused. The grounds for refusal of an application may include that the information submitted is insufficient to determine whether the applicant meets the requirements of paragraph (2).
(2) The National Bank shall grant a license only if it is fully satisfied that:
a) the bank will comply with the provisions of this Law;
b) the qualification, experience and moral integrity of the administrators, shareholders with a qualifying holding and proposed acquirers are appropriate in light of the need to ensure a sound and prudent management, and are consistent with the business plan and financial activities to be performed by the bank according to the license. The assessment of the proposed acquirers shall be based on the provisions of Articles 15 - 15³;
c) the financial condition of the bank will be satisfactory.
(3) After preliminary approval of the application, the National Bank shall set the following requirements for the bank to receive the license:
a) the payment of the bank initial capital, which shall not be less than the capital referred to in Article 5;
b) employment of specialists;
c) signing a contract with an audit company, according to Article 34;
d) rental or purchase of equipment for carrying out banking operations and bank premises.
(4) If a bank fails to comply within one year with the listed requirements, the preliminary approval of the application for a license shall be cancelled.
(5) If the listed requirements are met, the National Bank shall issue the license within one month.
(6) The license to subsidiaries of a foreign bank shall be granted only if:
a) the foreign bank is authorized to engage in the business of attracting deposits or other repayable funds in the country of origin;
b) the competent authorities of the country of origin that supervise the financial activities at the foreign bank at its headquarters have given their written consent to the granting of such license;
c) National Bank determines that the foreign bank is adequately supervised on a consolidated basis by the foreign authorities of the country of origin, including for the purposes of preventing and combating money laundering and terrorist financing.
(7) Financial institutions performing certain financial activities that are not defined as banks under this Law are issued licenses as established by the National Bank.
(8) National Bank shall not grant the license if the capital of the establishing banks does not comply with the minimum regulatory capital regulated plus expenses for bank establishment. Expenses related to bank establishment shall be made within the limits provided in the business plan drafted in accordance with the provisions of Article 6 paragraph (1) letter c).

[Art.7 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 8. Term of license. Authorized copies of the license. Fees

(1)The license shall be granted for an indefinite term and shall not be transferable.
(2)An authorized copy of the license shall be issued for each branch or other separate unit of the bank, where the activity based on the issued license will be carried out.
(3)The fee for license issuance shall be established at MDL 50 000.
(4)The fee for the issuance of an authorized copy of the license, for re-issuance of the license/authorized copy of the license, as well as the fee for the issuance of the duplicate of the license/authorized copy thereof shall be established at MDL 450.
(5)The amounts of the fees under paragraphs (3) and (4) shall be paid into the state budget and shall not be refunded in case the bank/branch or separate unit of the bank does not commence or ceases its activity.

Article 9. Register of banks

(1) A Register of the banks and the foreign banks branches shall be kept by the National Bank, which shall record each licensed bank’s name, address of the headquarters, subsidiaries and representative offices, with the attached copies of the documents referred to in Article 17 para. (3). This Register shall be accessible for the public.
(2) A copy of the Register of licensed banks shall exist in each separate unit of the National Bank and shall be accessible for the public.
(3) Banks and the foreign banks branches which licenses have been withdrawn shall be removed from the Register through respective record.

[Art.9 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 10. Withdrawal of license

(1) National Bank may withdraw the bank license if: a) withdrawal of the license is requested by the bank;
b) infringements listed in Article 38 were committed;
c) the license has been obtained on the basis of erroneous information provided by or concerning the applicant;
d) the bank failed to commence its activity within one year from the date of the receipt of the license or has been unable for more than 6 months to attract deposits or other repayable funds;
e) the license of another bank that holds a qualifying holding in the respective bank has been withdrawn;
f) a reorganization or sale of 25% or more of the assets of the bank has occurred;
h) the bank is liquidated by the decision of the shareholders or ceases to exist as a separate and independent legal entity;
i) the financial activities of the bank in the first 3 years of operation differ considerably from those presented in the application for a license and in the opinion of the National Bank such a deviation is not justified by the new economic circumstances;
j) the direct and indirect shareholders of the bank fail to meet the requirements of the Law to ensure sound and prudent management of the bank or do not permit performing an efficient supervision;
k) the circumstances that served as grounds to appoint the temporary administrator have not been eliminated or, in the National Bank’s view, these may not be eliminated during the application of such - measures l) suspension of voting rights measure is applied to the shareholders, holding the entire share capital of the bank.
m) no violations of AML and terrorist financing laws were committed;
n) the bank fails to comply with the requirements that served as a basis for granting the license;
(11) In case of insolvency, the National Bank shall withdraw the bank’s license if the conditions for initiation  of resolution procedures, laid out in Article 58 of the Law on bank recovery and resolution, are not met.
(2) If the withdrawal of the license is requested by the bank or its shareholders based on their decision, the license withdrawal and bank liquidation shall be carried out in accordance with Chapter VI2.
(3) The National Bank may withdraw the license granted to a foreign bank subsidiary under the conditions laid down in paragraphs (1) and (11).
(4) The decision of the National Bank on license withdrawal shall include the grounds for such withdrawal. National Bank shall immediately inform the bank about its decision to withdraw the license, as well as the Deposits Guarantee Fund and the Main State Tax Inspectorate.

[Art.10 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 11. Publication and entry into force of the decision to withdraw the license

(1) The decision to withdraw a license shall be published within 7 days of its adoption in the Official Monitor of the Republic of Moldova. An announcement on license withdrawal shall be published within the specified period in the newspapers of general circulation and in the newspapers where the bank’s separate subdivisions are located.
(2) The decision to withdraw the license shall become effective on the date of its approval.
(3) As of the entry into force of the decision to withdraw the license, the bank shall be prohibited from engaging in any financial activity and shall liquidate its assets in the shortest possible time, shall discontinue the acceptance of deposits and shall honor its obligations.
(4)During the liquidation process, the bank shall comply with the provisions of this Law, as when holding the license, to the extent necessary for the acquisition and recovery of assets, conservation and liquidation of its patrimony, and for the undertaking of other measures necessary for the liquidation of the bank.
(5) National Bank shall supervise the bank liquidation process until its completion and removal of the bank from the State Registry of Legal Entities. At the request of the National Bank, the bank shall provide access of authorized employees to the premises and registries of the bank shall submit documents, information and reports relating to the bank liquidation.

Article 12. Prohibitions

(1) No one shall practice financial activities, which include accepting deposits or their equivalents, without a license issued by the National Bank.
(2) No one, except banks, shall accept personal deposits or their equivalent.
(3) No one shall use the word “bank” or derivatives of the word “bank” in respect of a business, without holding a license issued by the National Bank, unless such usage is recognized by law or an international agreement, or unless it is obvious from the context that the word and its derivatives do not related to that financial activity.
(4) No foreign bank may conduct direct financial activity in the Republic of Moldova unless the activity is performed through a branch or subsidiary for which a license has been issued by the National Bank. A foreign bank may open representative offices in the Republic of Moldova only after notifying the National Bank in accordance with the regulations of the National Bank of Moldova. Representative offices of foreign banks shall limit their activity to acts of information, liaison or representation and shall not perform any of the activities referred to in Article 26.
(5) No one shall attract deposits by misrepresentation of facts, creation of false appearances, deception or by other manipulations.

 

CHAPTER III
ORGANIZATION AND ADMINISTRATION OF BANKS

Article 13. Organization and independence of banks

(1) Banks shall be organized as joint stock companies under the Law on Joint Stock Companies.
(2) A bank shall be legally, operationally, financially and administratively independent from any other person, including the National Bank, the Government and other government authorities, unless the Law provides otherwise. No one shall restrict bank independence, influence the administrators in the performance of their duties, and intervene in the activities of any bank, except for the execution of specific obligations or authorities provided by law.
(3) Banks shall have the right to conclude contracts, to own and dispose of movable and immovable property and be a party to legal proceedings.
(4) Banks shall have the right to open branches and representative offices in the Republic of Moldova and other states only upon a prior approval of the National Bank as provided for in the regulations adopted by the National Bank.

Article 131. Branches and representative offices of banks

(1) The branch of the bank shall carry out, on its own behalf, all or some of the financial activities covered by the license issued to the bank and acts within the powers granted by the bank.
(2) The representative office of the bank shall have no right to carry out financial and other activities, except for the activities related to information, representation, and protection of bank interests.
(3) The name of the branch or representative office shall specify the fact that it is a branch or representative office of a bank that has opened it.
(4) The branch or representative office shall be opened/closed by the decision of the bank’s management body entitled with such right according to the bank’s statute.
(5) Registration of a branch or representative office at the state registration authority shall be made by submitting the notice of the National Bank on the approval of opening such a branch or representative office.
(6) The branch of the bank may have internal structural subdivisions (agencies, exchange offices), located outside the bank’s headquarters and without a separate bookkeeping (hereinafter secondary offices). The secondary office name shall contain details of the type and the affiliation to the specific branch within which it was opened.
(7) The agency of the bank may engage in activities (including those of a foreign exchange office), determined by the bank according to its list of permitted activities, as established by the regulations of the National Bank. The foreign exchange office shall conduct its activities in accordance with the provisions set forth in the Law on Foreign Exchange Regulation no.62-XVI, of March 21, 2008.
(8) The secondary office of the bank shall be opened/closed upon the decision of the bank’s management body, which is entitled with such right according to the bank’s statute. The secondary office shall be indicated in the regulation of the bank’s branch.
(9) In case of a decision on closing the branch (secondary office), the bank (branch) shall notify, within 10 days, the clients served by that respective branch (respective secondary office) and take measures to ensure the fulfillment of its obligations to them.
(10) The bank shall notify the National Bank on closing its branch or representative office, on opening and closing of its secondary office under the conditions set forth in the regulations of the National Bank.

Article 14. Regulatory capital

(1) The minimum amount that banks shall maintain as regulatory capital shall not be less than the initial capital amount set out in Article 5 paragraph (1).
(2) Shares shall be paid fully in cash.
(3) Shares may be paid in whole or in part with state securities issued for this purpose by the Government, in the person of the Ministry of Finance, in cases of systemic financial crisis, defined so by the national body created for the management of systemic financial crises and  in cases provided in Articles 111 and 217 of the Law on bank recovery and resolution.

Article 15. Restrictions on holdings

(1) Without a prior written permission of the National Bank:
a) no proposed acquirer may acquire by any means a qualifying holding in a bank’s share capital or increase his/her qualifying holding so that the proportion of its voting rights or holding in bank’s share capital shall reach or exceed the level of 5%, 10%, 20%, 33% or 50% or so that the bank to become his/her subsidiary.
b) no person may acquire, by any means, alone or in concert with other persons, a holding in a bank’s share capital if that holding is subject to the provisions of paragraph (2);
c) no person may receive bank shares as contribution to its share capital;
d) no person, acting alone or in concert with other persons, may acquire or subscribe to bank’s shares issued in accordance with provisions of Article 156 para (3) .
(2) The exercise of voting rights, the right of convening and holding the general meeting of shareholders, the right to bring issues to the agenda, the right to nominate candidates for membership of the Board, executive body and audit committee, the right to receive dividends shall be suspended by virtue of law as of the date of acquisition made in violation of the provisions of paragraph (1). The shares with voting rights suspended shall not be taken into consideration when adopting decisions on matters included on the agenda of the general meeting of shareholders, and shall not be taken into account when determining the results of voting and will not be counted in the votes cast at the meeting, respectively. Within 5 days as of the date of finding out of the acquisition carried out in violation of paragraph (1), the National Bank shall inform the acquirer and the bank about the applicability of the provisions regarding the suspension of the exercise of the rights referred to in this paragraph.
(3) Within 3 months as of the date of purchase, the persons that have violated the provisions of paragraph (1) shall dispose of the shares related to the qualifying holding so acquired. If the shares have not been disposed of within that period, provisions of Article 156 paragraph (3) shall be applicable.
(3) Within 3 months as of the date of purchase, the persons that have violated the provisions of paragraph (1) shall dispose of the shares related to the qualifying holding so acquired. If the shares have not been disposed of within that period, provisions of Article 15paragraph (3) shall be applicable.
(4) Persons that are empowered by law to register the transfer of the ownership of bank shares shall make such records only upon presentation of prior permission of the National Bank, in the cases provided by this Law. The procedure for registration of the transfer of ownership of bank shares shall be carried out in accordance with the regulations of the National Bank issued in coordination with the National Commission for Financial Market.
(5) In applying the provisions of this Article and of Articles 15 ¹ - 156, voting rights shall be counted according to the regulations of the National Bank issued in coordination with the National Commission for Financial Market.
(6) Persons resident in jurisdictions that do not implement the international standards of transparency cannot hold directly or indirectly equity interests in the capital of banks. The list of jurisdictions that do not implement the international standards of transparency is established by the regulations of the National Bank.

[Art.15 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 151 Exemption from the obligation to request prior permission

(1) Provisions of Article 15 paragraph (1) shall not apply in objective circumstances, as established in the regulations of the National Bank. In such cases, the exercise of voting rights, the right of convening and holding the general meeting of shareholders, the right to bring issues to the agenda, the right to nominate candidates for membership of the Board, executive body and audit committee, the right to receive devidents shall be suspended as of the acquisition date until the date of issue of the National Bank permission according to the present Law. Within 5 days from the date of becoming aware of the acquisition made according to this paragraph, the National Bank shall inform the acquirer about the applicability of the provisions regarding the suspension of the exercise of the rights referred to in this paragraph.
(2) In the case referred to in paragraph (1), within 15 days from the date of acquisition, the shareholders shall inform the National Bank about such an acquisition and within 60 days from the date of acquisition shall request its permission.
(3) Provisions of Articles 152 and 15³ shall apply to the application for and issuance of permission.
(4) If the shareholders fail to request the permission of the National Bank within the period specified in paragraph (2) or if, after assessment, the National Bank refuses to issue the permission, the shareholders shall dispose of the shares related to the qualifying holding so acquired within 3 months from the date of acquisition or from the date when the permission was refused, as applicable. If the shares have not been disposed of within that period, provisions of Article 156 paragraph (3) shall be applicable.

[Art.151 supplemented by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 152 Application for prior permission

(1) Any proposed acquirer shall request a prior written permission of the National Bank for the acquisition or increase of qualifying holding in the bank’s share capital so that to reach the levels referred to in Art.15, paragraph (1), indicating the size of the equity interest intended to be acquired and providing the relevant information and documents referred to in Art. 153 paragraph (5).
(11) For requesting the issuance of the permission referred to in Art. 15 paragraph (1), letters b), c) and d) the person, excepting the potential acquirer, shall submit relevant documents and information, in accordance with the normative acts of the National Bank, which shall be examined within the time frames provided by paragraphs (3) - (9). In case of the acquisition of a holding in the bank’s share capital that is lower than the qualifying holding, for the evaluation of the person, the National Bank shall take into account the provisions of Article 153 paragraph (1) letters a), e) f) and g), paragraphs (2)-(4), (6) and (7).
(2) Until proven otherwise, it is presumed that more persons are acting in concert as proposed acquirers as established by the National Bank of Moldova.
(3) Within 2 working days, the National Bank shall confirm in writing to the proposed acquirer , the receipt of the request for prior permission.
(4) National Bank shall perform the assessment referred to in Art.153 paragraph (1) no later than 60 working days from the date of written acknowledgement of receipt of the request for prior permission and of all documents to be submitted to the National Bank in accordance with the regulations referred to in Art.153 paragraph (5). If the application is not accompanied by all documents required according to the regulations in force, the assessment period shall start from the date of confirmation by the National Bank of receipt of all documents. At the moment of submission of the written acknowledgement, the National Bank shall inform the proposed acquirer about the expiry date of the assessment period.
(5) National Bank may request in writing any additional information necessary to complete the assessment, but not later than the expiry of 50 working days of the assessment period referred to in paragraph (4).
(6) The proposed acquirer shall submit additional information requested by the National Bank no later than 30 working days from the date of the submission of request by the National Bank for such information. In case of failure to submit the required information within this period, the provisions of Art.153 paragraph (3) shall apply. During that period, the assessment period referred to in paragraph (4) shall be interrupted. Any other request of the National Bank for completion or clarification of the received information shall not lead to an interruption of the assessment period.
(7) If the National Bank decides to refuse to issue a prior permission, it shall inform in writing the proposed acquirer about its decision and reasons thereof within two working days of its adoption, in any case not exceeding the assessment period. National Bank may make its decision public. National Bank may refuse to grant a prior permission before the assessment, if it holds documents and information confirming that the proposed acquirer fails to meet at least one of the criteria set forth in Article 153.
(8) In case of granting a prior permission, the National Bank may fix a maximum period for the completion of the proposed acquisition, which shall be no less than 3 months, and may extend this period if necessary.
(9) National Bank shall submit the prior permission to the proposed acquirer within 2 days from the adoption of the decision.

[Art.152 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 153. Assessment of the proposed acquirer

(1) In assessing the application referred to in Art. 152, in order to ensure a sound and prudent management of the bank and taking into account the possible influence of the proposed acquirer on the bank, the National Bank shall assess whether acquirer quality, including its financial strength in relation to proposed acquisition is fit and proper, by examining all of the following criteria:
a) the reputation of the proposed acquirer;
b) qualifications, reputation and experience of any person that will act as the administrator of the bank as a result of the proposed acquisition;
c) the financial soundness of the proposed acquirer, in particular in relation to the type of activity currently carried out by the bank and that is intended to be performed by the bank concerned by the proposed acquisition;
d) bank's ability to meet prudential requirements, according to the legislation in force, in particular the requirement that the financial group of which it will become a part of shall have a structure that allows an effective supervision, an effective exchange information between the competent authorities and a determination of the distribution of powers between these authorities;
e) the existence of reasonable grounds to suspect that, in connection with the proposed acquisition, a money laundering or terrorist financing act is being or has been committed or attempted, within the meaning of the applicable legislation, or that the proposed acquisition may increase the risk thereof.
f) the existence of reasonable grounds to suspect that the beneficial owner of the proposed acquisition is a person other than that declared to the National Bank.
g) the existence of an excessive ownership stratification (there are more than three levels from the proposed acquirer to beneficial owner), which could create impediments to the effective exercise of the National Bank’s supervisory tasks.
(2) National Bank may take any measures to verify the information/documents submitted by the proposed acquirer, including through cooperation with domestic and foreign authorities. Domestic authorities shall provide the information requested by the National Bank. The information requested shall be proportionate and tailored to the proposed acquirer and proposed acquisition nature and shall provide relevance for a prudential assessment.
(3) National Bank shall issue the prior permission where it is fully convinced that the quality of proposed acquirer, including his financial soundness against the proposed acquisition, is  appropriate and adequate through the cumulative assessment of criteria set out in paragraph (1). In the event the information and documents provided by the proposed acquirer are incomplete and/or contain erroneous data, the National Bank shall not issue the prior permission.
(4) National Bank shall neither impose any prior conditions in respect of the level of holding to be acquired nor shall assess the proposed acquisition on the criterion of appropriateness..
(5) The criteria set out in paragraph (1), the list of information and documentation needed in performing the assessment shall be detailed by the regulations of the National Bank.
(6) National Bank may decide to perform the assessment referred to in this article only with reference to the person who will directly hold an equity interest in the bank and only with reference to its beneficial owner.
(7) If the prior permission of the National Bank is required for two or more proposed acquisitions regarding the same bank, National Bank shall provide non-discriminatory treatment to all proposed acquirers.

[Art.153 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 154. Notification on disposal and decrease of the holdings in the bank’s capital

Any direct or indirect holder of a qualifying holding in the share capital of the bank, who has decided to dispose of this holding or to decrease it so that the proportion of the voting rights or of the holding in the bank to fall below 1%, 5%, 10%, 20%, 33% or 50% or so that the respective bank to cease to be a subsidiary of that person, shall give prior notice in writing to the National Bank and the bank in connection with this decision, according to the regulations of the National Bank.

Article 155. Subsequent notification to the National Bank

(1) The bank shall identify and inform the National Bank, within 3 working days from the date on which it became aware, about any direct or indirect acquisition or disposal of a holding in its share capital exceeding 1%, 5%, 10%, 20%, 33%, 50% or as a result of which the bank becomes a subsidiary, and accordingly falling below the aforementioned levels, and of any facts or circumstances giving rise to suspicion that such an acquisition or disposal breached the provisions of this Law and the regulations of the National Bank.
(2) The bank shall inform the National Bank, upon its request, about the identity of the direct and indirect holders of qualifying holdings and their levels, according to the available information, as provided by the regulations of the National Bank.
(3) Any direct or indirect holder of an equity interest in a bank shall provide the National Bank, upon its request, information related to his/her activity, including annual financial reports, statements of income and other information needed to perform prudential assessment, as provided by the regulations of the National Bank. Any direct or indirect holder  of an equity interest in a bank shall provide information related to his/her identity and his/her affiliated persons.
(4) Any direct or indirect holder of an equity interest in a bank shall notify the National Bank and the bank on the change of its beneficial owner within 10 days from the date on which it became aware of this.
(5) National Bank shall be informed of any agreement, regardless of the form in which it was concluded, which has as purpose or effect: the concerted exercise of voting rights at the general meetings of shareholders of a bank or of the controllers of the bank, or the concerted activity in the bank management or persons exercising control over it, or exercising the right to appoint the majority of board members or the executive body of the bank or the persons exercising control over it. This obligation shall be incumbent on the parties of the agreement and on the management bodies of the bank or the persons to which such an agreement relates, and shall be performed ​​within 5 working days from signing of the agreement or, if the agreement was not concluded in writing, from the day when circumstances which reveal the existence of the agreement become known.
(6) The National Bank shall permanently monitor the compliance to the requirements referred to in Article 153 and may request from the bank and from any direct or indirect holder of an equity interest in the bank any information it deems necessary. If these requirements are not met, the National Bank may impose remedial actions and sanctions to the bank and its direct or indirect holders of holdings, as provided by this Law.
(7) The information submitted under this article may be verified by the National Bank according to the provisions of Art.153 paragraph (2).

Article 156. Non-compliance with the shareholders quality requirements

(1) If a direct or indirect holder of a qualifying holding no longer meets the requirements of the Law and regulations of the National Bank on the quality of bank shareholders or exercises over the bank an influence that might jeopardize the bank's prudent and sound management, also if the direct or indirect holder, or its beneficial owner, failed to submit to the National Bank information that certainly reveals the identity of the beneficial owner, the National Bank shall take appropriate measures to resolve this situation. In this regard, regardless of other measures or sanctions that can be applied to the bank, its administrators, direct and indirect holder of a qualifying holding in the bank, its beneficial owner, the National Bank may withdraw the prior permission granted according to the Art.15, suspend the voting rights attached to those shares, the right of convening and holding of the general meeting of shareholders, the right to propose issues on the agenda, the right to nominate candidates for membership of the Board, executive body and audit committee, the right to receive dividends, may order the disposal by the person whose voting rights were suspended of the shares, held, and/or if the National Bank has withdrawn the prior permission of the holders of a qualifying holding in the bank share capital, who hold cumulatively more than 50% of the bank’s share capital, and /or when the National Bank has determined that shareholders holding a qualifying holding of more than 50% in the bank’s share capital without the prior written permission of the National Bank were acting in concert, it may apply the early intervention measures and the resolution tools provided in the Law on Bank Recovery and Resolution.
(2) Within 3 months from the date of prior permission withdrawal, the holders of a qualifying holding in a bank shall dispose of their shares.
(3) If the shares have not been disposed of within the term provided in paragraph (2), by derogation from the provisions of the Law no.1134 – XIII on Joint Stock Companies of April 2, 1997 and legislation on the capital market, the executive committee of the bank shall order, within 15 days, the cancelation of those shares, issuance of new shares that shall be traded on the regulated market and /or through the multilateral trading system. The proceeds of sale shall be submitted to the previous owner, after deduction of selling expenses and penalties that have been imposed. If the newly issued shares have not been sold, in whole or in part, by derogation from the provisions of the Law no.1134 – XIII on Joint Stock Companies and legislation on capital market, the executive committee shall decide on the acquisition of those shares in order to decrease the share capital.
(4) Persons to whom the measures referred to in para (2) Art.15 and para (1) of this Article were applied cannot further hold directly or indirectly new shares in that bank and in other banks.
(5) The former owner of holding in the bank's share capital, whose shares have been canceled according to the provisions of paragraph (3) and whose claim resulting from this cancellation has not been honored, as well as the persons affiliated to it, in the process of bank resolution and in the Bank's forced liquidation process shall be treated similarly to the shareholders of the bank and their affiliates.

[Art.156 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]
[Art.
156 amended by the Law no. 233 of 03.10.2016, in force on 04.10.2016]

[Art.156 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 157. Disposal of holdings in the bank’s capital held by persons resident in jurisdictions that do not implement the international standards of transparency

(1) The person resident in a jurisdiction that does not implement the international standards on transparency, owning directly or indirectly a holding in the share capital of the bank, shall dispose of such shares within one year from the date on which these jurisdictions were qualified as such, in accordance with the regulations of the National Bank .
(2) In case of non-compliance with the provisions of paragraph (1) of this Article, the provisions of the Article 156 paragraph (3) shall be applicable.

Article 158. The list of shareholders entitled to participate to the general meeting of shareholders

(1) At least 7 days before the general meeting of shareholders, the bank or the persons who convene the extraordinary general meeting of shareholders shall submit to the National Bank the list of shareholders entitled to participate in the general meeting of shareholders.
(2) No later than 3 days before the date of the general meeting of shareholders, the independent registrar, which maintains the registry of the holders of securities of the bank, and the nominal holders shall be obliged to inform the bank and the persons that convene the extraordinary general meeting of shareholders of any transfer of ownership of the bank's shares occurring after the date of submission of the list of shareholders.
(3) Data obtained under paragraph (2) shall be presented to the National Bank by the bank or by the persons that convene the general meeting of shareholders, not later than 2 days before the date it takes place.
(4) The National Bank shall examine the documents submitted under paragraph (1) and (3) and shall send its written opinion regarding the list of shareholders to the Commission for registration of participants in the general meeting of shareholders of the bank and to the bank or persons that convene the general meeting of shareholders.
(5) The list of shareholders entitled to participate in the general meeting of shareholders shall be void in the absence of the written opinion of the National Bank.
(6) By derogation from the provisions of Article 54 paragraph (5) letter c) of the Law no.1134-XIII on Joint Stock Companies of April 2, 1997, the bank's shareholders list can not be changed within the period of 3 days before the date of the general meeting of shareholders of the bank.

Article 16. Reorganizations of banks

The reorganization or sale of 25% or more of the assets of a bank shall require the prior written permission of the National Bank. The decision on such permission shall be issued under Article 7 paragraph (2). The bank or banks established following merging or decomposition shall start the activity only after obtaining the license of the National Bank. Reorganizations that do not comply with the provisions of Article 27 shall not be authorized.

Article 17. Statute and regulations

(1) Each bank shall have statute that shall specify its corporate name, address, scope of business activity, the functions of the Board of the bank, amount of capital, the type, number, nominal value of shares and voting rights related thereto, the obligation of direct and indirect holders and beneficial owners to submit the information required by bank in order to comply with the provisions of this  law. The statute of the bank shall be amended only with the written approval of the National Bank. The foreign bank branch must have a regulation which specifies at least the name, the address, the amount of start-up capital, the functions of the directors, the object of the activity, which may be modified only with the approval of the National Bank, in writing.
(2) Each bank shall follow the statute and internal regulations, approved by its Board of Directors, which in compliance with its statute shall establish:
a) the structural organization and functions of the bank, the composition and competence of management and control bodies;
b) the functions of the units of the bank, of managers and of the employees;
c) the limits of the administrators’ powers and of other employees of the bank to engage in financial activities on behalf of the bank;
d) the functions of the Audit Committee and other permanent committees;
(3) Each bank and the foreign banks branches shall submit to the National Bank a certified copy of the statute or, where applicable, a authorized  copy of the regulation of the foreign bank branch, the list of officials authorized to act on its behalf, the document that determines the limits of their powers and their specimen signatures.
(4) Banks shall submit their statute and internal regulations, in electronic format, to the National Bank, as per the requirements set by the National Bank. If amendments are made to the bank’s statute, as registered with the State Registration Chamber and /or to its regulations, such amendments shall be incorporated and amended documents shall be submitted electronically.

[Art. 17 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]
[Art. 17 amended by the Law no.233 of 03.10.2016, in force on 04.10.2016]
[Art.17 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 18. Administrative and control bodies of banks

(1) The bank's management bodies shall consist of the general meeting of shareholders, the Board of Directors, the Executive Body and the Audit Committee. The Board of Directors is the administrative body of the bank exercising control functions, that develops and ensures the implementation of the bank’s policy and provides a proper and transparent organizational structure of the bank. The powers of the Board of Directors shall be specified in the statute and internal regulations of the bank.
(2) The controlling body of the bank is the Audit Committee, that exercises the control of its activity.
(3) The Board of Directors, the Executive Board, the members of the Board of Directors and Executive Board, the manager of the foreign bank branch, are responsible for the fulfillment of the requirements laid down in this law and in the normative acts issued under this law, and may not delegate their responsibilities to others.

[Art.18 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 19.Board of Directors

(1) The Board of Directors of a bank shall consist of an odd number of members, but not less than three members. Board members shall be elected by the general meeting of shareholders of the bank for a period of up to 4 years. Board members may be reappointed for another term. The general meeting of shareholders of a bank may establish the remuneration of Board members. The majority of Board members shall be persons not affiliated with the bank, except for affiliation determined by membership in bank Board.
(2) A person shall not be eligible to become a member of the Board of Directors of a bank, or shall by decision of the general meeting of shareholders of the bank be relieved of his/her membership on the Board of Directors of the bank, in the event that:
a) the person is or will become a member of the Board of Directors in two or more banks in the Republic of Moldova;
b) the person has been deprived of the right to be a member of the Board of Directors;
c) the person performs or he has performed, during the preceding twelve months, functions in governing bodies of the National Bank;
d) the person that has been subject of an insolvency proceeding and was not discharged from payment of debts.
(4) For the National Bank to confirm  the board membership of persons elected or appointed as administrators, the requesting bank shall submit an application and a set of documents, as required by the normative acts in force, no later than 60 working days from the date of selection or appointment of such persons, with the possibility for the National Bank to extend this deadline by another 30 days when objective reasons exist that do not depend on the persons elected or appointed as administrators. Otherwise, the board’ membership shall be reduced by the number of persons whose documents were not filed with the National Bank within this timeframe.

[Art.19 supplemented by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 20. Audit Committee

(1) The Audit Committee shall consist of an odd number, but not less than three members elected by the general meeting of shareholders of the bank for a period of up to 4 years. Members of the Board of Directors shall not simultaneously be members of the Audit Committee. The majority of members of the Audit Committee shall not be persons employed at the bank.
(2) The Audit Committee shall:
a) establish appropriate accounting procedures and accounting controls for the bank, in accordance with the National Bank regulations, monitor their implementation and shall control the bank accounts and other documents;
b) monitor the enforcement of laws and regulations applicable to the bank and shall submit to the Board of Directors reports thereof;
c) submit advice on matters requested by the Board of Directors and other matters that it considers necessary.
(3) The Audit Committee shall hold ordinary meetings once a quarter and extraordinary meetings when convened by the Board of Directors or by two of its members. Decisions shall be taken by a majority of the members that have no right to abstain from voting.

Article 21. Requirements to administrators

(1) All persons elected or appointed as administrators of a bank shall meet the criteria established by the National Bank on the qualifications, experience, reputation in business circles, lack of criminal records and lack of evidence that these persons were held responsible for financial and administrative problems in their previous jobs, lack of evidence of financial fraud, tax evasion etc. Only individuals may be elected as administrators of a bank or the foreign bank branch, except members of the Audit Committee whose powers and authorities may be delegated to the audit company, if it does not carry out the audit of the bank. Such persons shall receive the confirmation of the National Bank prior commencing to act as administrators. The decision on such confirmation shall be issued under the provisions of Article 7 paragraph (2).
(2) Withdrawal by the National Bank of its confirmation granted to bank administrators shall result in the termination of employment contracts between such administrators and the bank concerned, without any additional salaries or other bonuses or compensatory payments paid. 
(3) Persons, whose confirmation as administrators has been withdrawn by the National Bank or other supervisory authority, shall not be allowed to hold any other positions within the banking and non-banking financial sector of the Republic of Moldova for a period of 10 years from the date such confirmation was withdrawn. 

[Art.21 supplemented by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 22. Banking secrecy and fiduciary obligations

(1) Banking secrecy is any information relating to the person, property, activity, business, personal or business relations of the bank, clients’ accounts (balances, turnovers, operations performed), transactions entered into by clients, and other information about the clients, which has become known to the bank.
(2) For the purposes of this Article, the bank client is any person who benefitted from the services of a bank or person with whom the bank has negotiated a transaction even if that transaction was not completed.
(3) The administrators and employees of the bank, persons acting on behalf of the bank and other persons who, by virtue of the execution of duties, gained access to the information provided in paragraph (1) shall be obliged to keep the banking secrecy and shall not use this information for purposes other than those related to job duties. This obligation shall remain in effect after termination of the above-mentioned persons’ activity or during the suspension of their activity.
(4) Information constituting bank secrecy shall be strictly provided in accordance with this Article, including to the public authorities empowered by law to request information from individuals and legal entities.
(5) Information constituting bank secrecy shall be provided by the bank, to the extent that providing such information is justified by the purpose for which it is required, in the following cases:
a) at the request of the bank client or his/her representative;
b) in case of death of the bank client, at the request of his/her heir, attaching the heir certificate, and at the request of the notary that started the succession procedure, attaching copy of the death certificate of the bank client;
c) at the request of the criminal prosecution body, authorized by the investigating judge, regarding a specific criminal case;
d) at the request of the court as to settle a pending case;
e) at the request of the tax authority as to exercise the duties established by tax legislation;
f) at the request of the customs authorities in respect of the person subject to customs supervision in accordance with the provisions of the Customs Code;
g) at the request of the Court of Accounts, in respect of the person audited, in accordance with the special law governing the Court of Accounts;
h) at the request of the Information and Security Service as to exercise the duties related to state security;
i) at the request of the National Anticorruption Centre, in respect of the person who falls under to the law on preventing and combating money laundering and terrorist financing;
i1) at the request of the National Integrity Authority, with regard to the person subject to control;
j) at the request of the National Commission of Financial Market as to exercise the duties related to the non-banking financial market;
j1) at the request of the Ministry of Finance, according to Article 32, paragraph (101) or as to exercise the duties related to the bank accounts held by the public institutions, financed from the national public budget;
k) at the request of the enforcement body, under and within the limits stipulated by the enforceable document;
l) when the bank has a legitimate interest.
(6) Requests for information constituting bank secrecy, submitted by the authorities mentioned in paragraph (5), shall include: the legal basis of the request, the identity data of the person to whom the confidential information relates to, the category of the requested information and purpose for which is requested. The request submitted shall be signed by the empowered person with managerial position and shall be stamped by the given authority. The request for providing information, submitted by the authority referred to in paragraph (5) letter e), may not contain the identity of the person (persons) to whom the requested information relates to, in cases and / or under the conditions of the Agreement between the Government of the Republic of Moldova and the Government of the United States of America for cooperation to facilitate the implementation of Foreign Account Tax Compliance Act (FATCA).
(7) The following cases shall not be considered breach of the obligation of keeping the banking secrecy:
a) providing information to the National Bank needed to perform its duties;
b) providing information and data prepared so that the identity and information on the activity of each bank client may not be identified;
c) providing obligatorily information to the tax authorities on opening, modification and closing of bank accounts, in cases and with reference to the categories of taxpayers provided for by the Law;
d) providing information to the audit of the bank, within the limits required by the exercise of audit activity;
e) providing information to the Deposits Guarantee Fund in the Banking System, within the limits required by the exercise of its duties;
f) providing information to the credit history bureaus on loans granted, in accordance with the Law;
g) providing information to the National Anticorruption Centre on any suspicious activity or transaction, in accordance with the law on preventing and combating money laundering and terrorist financing;
g1) providing to the National Integrity Authority information needed for it to carry out its duties;
h) providing information to the Ministry of Finance, on a monthly basis, on the money entered into, payments and accounts balances of the bank accounts held by the public institutions, financed from the national public budget.
i) providing information in accordance with the provisions and within the limits of the Agreement between the Government of the Republic of Moldova and the Government of the United States of America for cooperation to facilitate the implementation of Foreign Account Tax Compliance Act (FATCA).
(8) The persons and bodies entitled to request and receive information constituting bank secrecy shall keep confidentiality of such information and may use it only for the purposes for which it was requested or provided, according to the Law, and shall be obliged not to provide or disclose it to third parties, unless with a view to the performing the obligations stipulated by the Law.
(9) The bank shall be prohibited to provide information on the clients of another bank, even if the first and last name/name are indicated in the documents and contracts of the client or are contained within its operations.
(10) The bank shall organize its activities so that the administrators, employees and persons acting on its behalf may not be put in the situation when their obligations to a client conflict with the obligations to another client or when their own interests come into conflict with obligations to a client.

[Art.22 amended by the Law no.134 of 17.06.2016, in force on 01.08.2016]
[Art. 22 amended by the Law no.242 of 29.12.2015, in force on 29.01.2016]
[Art. 22 amended by the Law no.241 of 29.12.2015, in force on 29.01.2016]

Article 23. Preventing and combating money laundering and terrorism financing

(1)  No bank shall conceal, convert, or transfer cash or other property, knowing that such property is derived from criminal activity, for the purpose of concealing its illicit origin or of assisting any person who is involved in such activity to avoid the legal consequences of his/her action.
(2) It is considered that the bank knows of the illegal origin of the cash or other property when it is inferred from objective factual circumstances.
(3) The bank shall apply measures to identify its clients and other persons it enters into business relations with, including its own shareholders and beneficial owners, precautionary measures and safekeeping of data related to such measures, as well as shall report to the competent authorities on suspicious activities or transactions (operations) and other information subject to reporting, according to the Law no.190-XVI of 26 July 2007 on preventing and combating money laundering and terrorist financing and the regulations issued in the enforcement of this Law. Provision of such information is not considered a violation of Article 22.
(4) The bank requests, and its clients and other persons with whom it enters in business relationships shall be required to submit documents and information required for their identification. In case of failure to submit or submitting false (inaccurate) documents and information, the bank shall refuse to open an account, carry out a transaction (operation) or to establish a business relationship. In case of reasonable suspicion of deliberate presentation of false (inaccurate) documents and information for the misleading purposes, the bank shall report such circumstances to the competent authority.
(5) In order to identify a client and other person with whom the bank enters into a business relationship and to ensure compliance with the internal control procedures, including those related to determining the suspicious activities and transactions (operations), the bank may request, through a reasoned request, information from public authorities banks and other legal entities and may take any other measures in order to obtain such information from other sources. Public authorities, banks and other legal entities shall be obliged to submit the requested information within the shortest term. The presentation of such information is not considered violation of banking secrecy, commercial or other secret protected by law.

Article 24. Conflicts of interest

(1) Administrators of a bank who are a party to a contract or a proposed contract with the bank on material interests or who are the administrator of a person that is a party to a material contract or a proposed material contract with that person shall disclose in writing to the bank about its material interest when the contract comes or ought to come to the attention of the administrator.
(2) Administrators shall submit a written notice to the Board of Directors, at least once a year, in which to sufficiently disclose conflicts of interest. Sufficient disclosure of conflict of interest means providing the names and addresses of the administrator’s associates, essential details about the activities and family interests that confirm that the person is to be regarded as interested in any material contract with a person named in the notice.
(3) An administrator who has a material interest to a contract shall leave any meeting in which the contract is discussed. The presence of the administrator at the meeting shall be considered in determining the quorum, while in voting he shall be deemed as abstained. The chairman of the meeting has the decisive vote if there is a parity.
(4) According to paragraphs (1) and (2), an interest shall be considered material if it is related to the wealth, business or family (first and second degree of consanguinity) of the person concerned. A person has a material interest in a company if the person owns, directly or indirectly, a holding of 5% and more in the company, or is the administrator of the company, and any general partnership or limited partnership, if the person is a partner.
(5) If the administrator fails to disclose a conflict of interest:
a) the court may, at the request of the bank, one or more shareholders, or of the National Bank suspend the contract for a period determined by the first;
b) the National Bank may suspend the administrator from office for a period of up to one year and may be dismiss him by order.
(6) Independently of the fiduciary obligations listed in Article 22, paragraph (10), the administrators of banks shall owe a fiduciary obligation to the bank, in which they carry out their duties, and to the bank clients, to put the interests of bank and clients above their own pecuniary interests.

 

The law is supplemented with Chapter III1

CHAPTER III1
REGIME OF FOREIGN BANKS BRANCHES

Article 241. The conditions for carrying out the activity of foreign banks branches on the territory of the Republic of Moldova

(1) Foreign banks may carry out the activity on the territory of the Republic of Moldova by setting up a branch under the provisions of Article 12 paragraph (4) if the following conditions are cumulatively fulfilled:
a) the branch is licensed by the National Bank;
b) the competent authority in the country of origin does not preclude the establishment of the branch in the Republic of Moldova;
c) the existing legislative framework in the country of origin and / or its application does not prevent the exercise of the National Bank supervisory functions;
d) the provisions of this law and normative acts issued for its application are complied with.

(2) The activity of the foreign bank branch is subject to the National Bank prudential supervision under the conditions of this law, similar to the banks licensed by the National Bank, including the application of the remedial actions and sanctions laid down in Article 38 of this law.
(3) The activities that may be carried out by the foreign bank branches are provided in the license issued by the National Bank and may not fall outside the scope of the foreign bank’s activities, licensed by the competent authority in the country of origin.
(5) By way of derogation from Article 19 paragraph (2) of the Law on investments in entrepreneurial activity no. 81-XV of 18 March 2004 and Article 21 paragraph (5) of the Law on entrepreneurship and enterprise no. 845 – XII of 3 January  1992, the foreign banks branches are not legal entities and their registration is performed according to the procedure set out in Article 12 of the Law on state registration of legal entities and individual entrepreneurs no. 220-XVI of 19 October 2007.
(6) The foreign bank branch set up in the Republic of Moldova shall participate in the formation of the Deposit Guarantee Fund of individuals in the banking system, according to the provisions of the Law on the guarantee of the individuals' deposits in the banking system.
(7) The prudential requirements laid down in this law shall also apply to the foreign banks branches carrying out their activity on the territory of the Republic of Moldova, under the conditions set out in the normative acts issued by the National Bank.
(8) In order to exercise the National Bank’s prudential supervision, all foreign bank branches established on the territory of the Republic of Moldova shall be regarded as a single branch

Article 242. Name of the foreign bank branch

(1) The branch established in the Republic of Moldova may use the name of the foreign bank used in the country of origin. In the event of any danger of confusion, the National Bank shall, for the purpose of clarification, require that the name be accompanied by certain explanatory particulars.


Article 243. Requirements for licensing a foreign bank branch

(1) The license to foreign bank branch shall be granted only if:
a) National Bank concluded with the supervisory authority of the country of origin an agreement on the supervision of the foreign bank branch based on the principles of reciprocity, which implies an equal treatment for all banks branches of the Republic of Moldova established on the territory of that country.
b) National Bank is fully convinced that the foreign bank may carry out its activity on the territory of the Republic of Moldova in a safe condition and in compliance with the requirements of a prudent and sound management, and that there are adequate conditions for supervision to be exercised.
c) the relations between affiliated persons, if any, the foreign bank calling for the establishment of the branch and other legal entities or individuals, as well the procedure by which the foreign bank is established, managed and operating do not prevent the effective exercise of the National Bank supervisory functions.
d) the competent authority of the country of origin ensures an adequate supervision on a consolidated basis of the foreign bank, including for the purposes of preventing and combating money laundering and terrorist financing;
(2) On the basis of the collaboration agreements  referred to in paragraph (1) letter (a), the National Bank may exempt the foreign banks branches from the application of some prudential requirements, where it is found that the country of origin has an equivalent prudential regulatory framework to that set out by this - law and normative acts issued for its application and that the supervising authority of that country exercises an adequate supervision over the foreign bank, including over the activity of the branch in the Republic of Moldova.
(3) The National Bank, through its normative acts, establishes the procedure of issuing the license for the branch of the foreign bank. To issue the license for conducting financial activity in accordance with Article 26, the foreign bank shall submit a written application  to the National Bank as provided for in the normative acts, together with the following annexes:
a) documents attesting the existence or nonexistence of criminal records, including information about the qualifications and experience of the administrators of the future foreign bank branch and their professional activity during the last 10 years;
b) data on the start-up capital granted for the new foreign bank branch;
c) business plan for the future foreign bank branch, comprising the organisational structure, types of financial activities to be performed, financial results forecast for the next 3 years, etc.;
d) information about the foreign bank, including information on the holders of more than 10% or more in the foreign bank share capital;
e) any other information referred to in the normative acts of the National Bank.
(31) If the information provided in paragraph (3) is considered insufficient for the issuance of the license, the National Bank may request additional data and information.
(4) The National Bank shall issue the license only if it is fully convinced that:
a) the foreign bank branch will comply with the provisions of this law;
b) the qualification, experience and moral integrity of the branch administrators, are appropriate for ensuring a sound and prudent management, and correspond to the business plan and financial activities  for which the branch will obtain the license.
c) the financial situation of the foreign bank branch will be satisfactory.

[Art.243 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]

Article 244.  Start-up capital of the foreign bank branch

(1) The foreign bank branch shall dispose of start-up capital which shall not be less that the subscribed capital forest out in Article 5 paragraph (1) and shall be maintained according to the provisions of Article 14 paragraph (1).
(2) For the purposes of this Chapter, the start-up capital shall consist of financial means made available to the branch set up by the foreign bank on the territory of the Republic of Moldova.
(3) The National Bank shall not issue the license to the foreign bank branch in case the start-up capital is not made available in financial means of the foreign bank that opened a provisional deposit account at the National Bank.

Article 245. Management of the foreign bank branch
(1) The foreign bank shall appoint at least two persons that ensure the management of activities of the branch established in the Republic of Moldova and are entitles to employ and to represent legally the respective foreign bank in the Republic of Moldova. These persons shall have good repute and experience to exercise the required responsibilities. The provisions of Article 21 regarding the requirements for administrators shall be applied accordingly.
(2) The management of the foreign bank branch and the documents necessary for the exercise of supervision shall be found in the territory of the Republic of Moldova, at the branch’s registered office.

Article 246. Quality assessment of the foreign bank applying for the establishment of a branch

(1) When assessing the quality of the foreign bank applying for the establishment of the branch, at least the following shall be taken into account:
a) the regulatory capital level and the foreign bank’s liquidity;
b) the results of the assessment performed by the competent authority of the country of origin on direct and/or indirect shareholders, including their beneficial owners holding at least 10% of the share capital of the foreign bank or exercising a significant influence over the administration of the respective bank.
(2) Any significant change in ownership structure of the foreign bank applying for the establishment of the branch or of its affiliated persons, including those resulting from a reorganization process in which the foreign bank is involved, shall be communicated to the National Bank of Moldova. National Bank may withdraw the license granted to the branch in the Republic of Moldova, if the conditions under which the license was issued are no longer met.

Article 247. Withdrawal of license of the foreign bank branch

(1) National Bank may withdraw the foreign bank branch’s license in accordance with the situations referred to in Article 10 paragraphs (1) and (11).
(2) In addition to the provisions of paragraph (1), the license of the foreign bank branch may be withdrawn in the following situations:
a) the foreign bank decides the dissolution and liquidation of the branch;
b) the entity resulted from a reorganization process, following which the foreign bank ceased to exist, decides the dissolution and liquidation of the branch;
c) as a result of a reorganization processes of the foreign bank or of the group to which it belongs, the activity of the branch in the Republic of Moldova is taken over by another foreign bank or another foreign bank branch established in the Republic of Moldova;
d) the license granted to foreign bank is withdrawn by the competent authority of the country of origin or it ceases to be valid in any manner;
e) a decision on the foreign bank liquidation has been issued;
(3) In the cases provided for in paragraph 2 letters a) and b), the foreign bank shall submit within 10 working days its decision on the branch reorganization and liquidation to the National Bank, together with the submission of its plan of liquidation of assets and of extinction of debts, which shall ensure the full payment of the depositors and other creditors’ claims.
(4) The decision on the reorganization and liquidation shall take effect only after the confirmation by the National Bank on license withdrawal, which shall be communicated to the foreign bank within 30 working days.
(5) In the case of withdrawal of the license issued to a foreign bank branch, National Bank shall take within 15 days the necessary measures to prevent the foreign bank to initiate new transactions on the territory of the Republic of Moldova and to protect the interests of the depositors.
(6) The decision of the National Bank to withdraw the license of the foreign bank branch shall include the grounds for license withdrawal. The decision on license withdrawal shall, within 3 working days, be communicated in writing to the foreign bank branch, the Deposit Guarantee Fund Banking System, the Principal State Tax Inspectorate and the competent authority of the foreign bank’s state.
(7) The provisions of Article 11 shall apply accordingly.

Article 248. Publication of information by foreign bank branch

(1) The branches shall publish in Romanian language the following documents of the foreign bank: annual financial statements, annual consolidated financial statements, the management report and, where appropriate, the consolidated management report, the audit report of the annual financial statements and of the consolidated financial statements – prepared and audited in accordance with the legislation of the bank’s country of origin.
(2) The foreign bank branch established in the Republic of Moldova shall publish the annual financial statements on its activity and shall provide information about the activity carried out in accordance with the provisions of Article 30 of this law and the legal acts issued for its application.
(3) The foreign bank branch established in the Republic of Moldova shall apply the provisions of Articles 33 and 34 in preparing the accounts and financial statements.

 

CHAPTER IV
OPERATIONS

Article 25. Prudential requirements

(1) Financial institutions and their operations shall be managed in strict compliance with the activity management framework, provisions of this Law and regulations issued by the National Bank.
(2) Financial institutions shall be responsible for maintaining at all times an activity management framework, which is an essential part of corporate governance, with a focus on internal  structure and organization of the financial institution, and which shall include, at least, the following aspects:
a) Organizational structure and organization of activities;
b) Bank’s governing bodies, including their duties and responsibilities, their composition and functioning, general activity management framework;
c) Policy for appointing administrators;
d) Risk management;
e) Internal Control Mechanism, including the organization of control functions: compliance, internal audit and risk management;
f) Stress tests (risk management techniques);
g) Information systems and business continuity;
h) Policy on remuneration.
(3) Financial institutions shall maintain at all times sufficient liquid resources, an adequate level of regulated capital in order to cover the risks to the institution and shall ensure the diversification of assets to minimize risks.

[Art.25 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]
[Art.25 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]

Article 26. Financial activities allowed to banks

(1) Banks may conduct the following activities within the granted license:
a) acceptance of deposits (in the form of demand or term deposits etc.) with or without interest;
b) granting of loans (consumer and mortgage loans, factoring, with or without recourse, financing of commercial transactions, issuance of warranties and collateral etc.);
c) borrowing of funds, buying and selling for their own account or for account of clients (excluding underwriting) of: - financial market instruments (checks, bills of exchange and certificate of deposit etc.);
- financial futures and options on securities and interest rates;
- interest rate instruments;
- securities;
d) provision of payment services and electronic money issuance, in accordance with the Law no. 114 of 18.05.2012 on payment services and electronic money;
e) issuance and administration of payment instruments, others then those provided by letter d);
f) money broking (including foreign currency);
j) financial lease;
h) provision of credit-related services;
i) provision of services as an agent or financial consultant, with the exception of those described in letters a) and b);
j) foreign exchange transactions, including contracts for future sale of foreign currency;
k) provision of fiduciary services (investment and administration of fiduciary funds), keeping and administration of securities and other valuables etc.;
l) provision of investment portfolio managing services and provision of investment advice;
m) underwriting and placement of securities and shares, transactions with shares;
n) any other activities or services, to the extent that they are within the financial field, allowed by the National Bank.
(11) The provisions of paragraph (1) shall be interpreted and applied so that the activities listed in paragraph (1) to cover all operations, transactions, products and services that fall within the scope of these activities or can be assimilated with them, including ancillary services.
[Paragraph (2) excluded by the Law no.109-XVI of 16.05.2008, in force on 20.06.2008]
(3) No bank shall engage in financial activities not covered by the license.

Article 27. Prohibition of anticompetitive operations and activities

(1) Financial institutions are prohibited from:
a) entering into transactions or operations that could provide them, alone or together with other financial institutions, a dominant position on the money, financial and foreign exchange markets;
b) engaging in manipulative activities that would lead to an unfair advantage for themselves and third parties.
(2) No financial institution shall have the right to require any person to enter into contracts for financial services and other kind of services or for goods purchasing from an affiliate as a condition of being permitted to enter into contacts with financial institution to receive any financial service.
(3) No bank and no financial institution affiliated of a bank may:
a) grant loans to a person beyond the limits set by the National Bank or underwrite, place securities or facilitate financing from third parties to that person to help it pay its obligation to the affiliate;
b) underwrite or place securities of a person and grant loans to that person to help it pay its the principal, interest or dividends on such securities;
c) underwrite, place, or distribute securities, excluding government securities, and within 60 days of the sale, purchase such securities or recommend such a purchase to others, in its capacity of asset manager or investment adviser.
(4) No bank may purchase from an affiliate of the bank:
a) assets of that affiliate;
b) securities to be underwritten, placed or distributed by that affiliate or that have been underwritten, placed or distributed within the past year.
(5) Banks shall be prohibited from granting loans to any person to pay the liabilities of a person affiliated to the bank, to purchase assets from a person affiliated to the bank (except for the loans granted for manufacturing/producing goods by the latter), to purchase securities placed or subscribed by a person affiliated to the bank.

Article 28. Prudential measures

(1) Banks shall be obliged to comply with the following maximum limits set by the National Bank:
a) the maximum ratios and exposures to be maintained by a bank concerning its assets, risk weighted assets, and off-balance sheet items and different categories of capital and reserves;
b) the maximum amount of loans granted and contracted relative to the regulatory capital, which a bank shall be permitted to grant to a person or group of affiliated persons with the bank;
c) the maximum amount of loans granted and contracted relative to the total amount of bank loans of which can benefit from the ten largest borrowers (including groups of affiliated persons with the bank).
d) the maximum amount of loans granted and contracted, related to regulatory capital from which may benefit the shareholders who are not affiliated with the bank and holding or controlling directly or indirectly less than 1% of the bank capital, including their affiliated persons.
(2) According to the regulations of the National Bank, banks shall observe the following requirements with regard to:
a) the minimum amount of liquid resources or specific categories of such resources in relation to the value or change in value of assets (including guarantees and collateral received) or specific categories thereof, or in relation to the amount or change in the amount of liabilities or specific categories of liabilities;
b) the maximum total amount of investment in real estate or specific categories thereof;
c) classification and evaluation of assets/conditional commitments, allowance for assets losses/conditional commitments concerned;
d) granting of certain types and forms of loans and investments;
e) harmonization of terms and interest rates of assets and liabilities;
f) unhedged positions in foreign currencies, precious metals or precious stones, exceeding a certain limit;
g) transparency of the ownership structure and of control over the bank by obtaining, accumulating, storing and updating information on the shareholder (beneficial owners);
h) outsourcing of materially important activities;
i) activity management framework;
j) assets transmitted into possession/purchased for debt repayment;
(3) Failure to comply with the requirements specified in paragraphs (1) and (2) will result into penalties provided for in Article 38, by decreasing, where appropriate, the regulatory capital by the amounts which exceed the limits set out in the paragraph (1) letters a)-d).
(4) A bank shall make no capital distribution if in the opinion of the National Bank this will lead to the failure of the bank to comply with the requirements of Article 7 paragraph (2) letters a) and c).
(5) A bank shall not grant loans collateralized with its own issued shares.
(6) No financial institution may engage directly in entrepreneurial activity, or services other than financial services.
(7) Without the written permission of the National Bank, no bank, alone or as part of a group of persons acting in concert may:
a) hold in the capital of a legal entity, excluding banks in which capital acquiring/holding of equity interest is performed according to Article 15, an equity interest of 20 percent or more, or that exceeds, according to its book value, 5 percent of the regulatory capital of the bank;
b) hold the equity interests referred to in letter a) with a total book value of more than 50 percent of the regulatory capital of the bank.
(8) No permission is needed from the National Bank to hold equity interests in the legal entities:
a) transmitted into possession/ acquired for debt repayment;
b) temporarily held by the bank in its own name but on behalf of other persons.
(9) National Bank may impose a bank more rigid prudential requirements compared with those  specified in the National Bank’s regulations referred to in paragraphs (1) and (2) of this Article, in case if the bank, in the National Bank’s opinion, is exposed to some risks justifying this  measure and in case if the bank has a systemic importance. Exercising the competences defined in this paragraph shall not be subject to procedural requirements stipulated in Article 75¹ of the Law on National Bank of Moldova no. 548- XIII of 21.07.1995.

[Art.28 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]
[Art.28 amended by the Law no.233 of 03.10.2016, in force on 04.10.2016]

[Art.28 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 281 Outsourcing

(1) Outsourcing is an employment on a contractual basis of a legal entity (hereinafter the supplier) to carry out activities/conduct operations that are normally carried out/conducted by the bank.
(2) The Bank shall be entitled to outsource the materially important activities after receiving the written permission from the National Bank. Materially important activities are activities subject to licensing and authorization, any other activities or operations of such importance, so that any difficulty or failure to carry out/conduct them can result in bank’s inability to continue its financial activities and/or comply with the provisions set forth in laws and other regulations.
(3) Materially important activities referred to in Article 26, as well as those for which a license is required, can be outsourced only to a bank/ foreign bank branch from the Republic of Moldova or to another resident legal entity holding a valid license for such activity.
(4) Subcontracting the outsourced materially important activities (chain outsourcing) is not allowed.
(5) The bank shall be responsible for the proper management of risks related to the outsourced activities/operations.
(6) In case of outsourcing, the bank shall comply with the following minimum conditions:
a) the bank shall have in place appropriate internal policies and procedures on evaluation, management and control of outsourced activities/operations, while the internal control system, internal reporting system and internal audit functions shall be adjusted to the specificity of such activities/operations;
b) outsourcing shall not result in: - delegation of the responsibility of the management body of the bank to the supplier;
- reducing the bank’s ability to fulfill its obligations or otherwise prejudice the legitimate interests of its clients, to fulfill the tasks set forth in the bank’s statute, regulations or long and medium term development strategies;
- restricting, preventing or precluding from exercising the National Bank duties related to licensing, supervision and regulation, as well as the duties of the authorized control bodies;
c) the bank shall take measures to ensure the continuity of the materially important activities in case of exceptional situations, as well as to comply with this Law when dealing with the supplier;
d) annually or at the request of the National Bank, the bank shall ensure the performance of the external audit of outsourced activities/operations by an international audit company accepted by the National Bank, in accordance with the audit requirements established by the latter;
e) the bank shall report to the National Bank without delay of any incident or change in risk, including the change of the supplier, which could significantly affect the ability of efficient management of the bank, its stability, performance and continuity of activity.
(7) Application for receiving the permission set forth in paragraph (2) shall be submitted at least 60 days before the date of the outsourcing contract completion.
(8) The National Bank shall issue the permission referred to in paragraph (2) if the bank complies with the requirements set forth in this article and in the regulations implementing the Law and/or, where appropriate, if the National Bank is convinced in bank’s ability to ensure compliance with requirements for outsourcing. If necessary, the National Bank may consult public authorities and other competent authorities.
(9) In case of outsourcing materially important activities, the National Bank may impose certain conditions taking into account factors such as the size of the bank, nature and complexity of the activity to be outsourced, characteristics and market position of the supplier, term of the contract, conflicts of interest that could be generated by the outsourcing.
(10) The National Bank shall be entitled to prescribe the termination of the outsourcing contract if it finds that:
a) the bank fails to continuously monitor the outsourced activities/operations or management of related risks or does it irregularly and inadequately;
b) the activity of the supplier of outsourced activities/operations has significant deficiencies that threaten or may threaten the bank's ability to meet its obligations.

[Art.281 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]

Article 29. Documents of financial institutions

(1) A financial institution shall keep at its headquarters and/or shall provide access from the headquarters to the following registers and documents in electronic form or on paper:
a) the statute and regulations, including amendments thereof;
b) the register of its shareholders, including the number of shares registered in the name of each shareholder, in accordance with the legislation on the capital market;
c) minutes of meetings and the decisions of the Board of Directors;
d) minutes of meetings and the decisions of the shareholders;
e) accounting records that clearly and accurately reflect the activity of the institution, its operations and financial situation;
f) detailed daily records of operations performed for each client and their accounts balances;
g) other documents stipulated in this Law and the regulations of the National Bank.
(2) In case of keeping the register or documents in electronic format, the financial institution shall print out a hard copy of such register or document at the request of the authorized person.

[Art.29 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 30. Requirements for disclosure of information by the bank

(1) The bank shall disclose information related to its activity carried out in accordance with the regulations issued by the National Bank pursuant to this Law, and shall publish its regulations on its website, provided that these regulations do not represent commercial secret or other secret protected by law.
(2) The bank shall adopt formal policies to comply with the requirements of transparency and disclosure and shall have policies in place for assessing the appropriateness of their disclosures, including for their verification and frequency. The bank shall adopt policies for assessing whether their disclosures provide market participants a complete picture of the risk profile, otherwise the bank shall publish additional necessary information besides the information required under paragraph (1), an obligation which refers only to significant information and which is not regarded as confidential or the proprietary of the bank under the provisions of paragraph (1).
(3) The bank shall disclose the information specified in paragraph (1) and (2) at least annually, as soon as it is available. Pursuant to the provisions of paragraph (1), the bank shall determine whether disclosure is required more often than annually.
(4) The method of disclosure of required information, the location where it is available and the means of verifying the compliance of the disclosure requirements shall be determined by each bank. As far as possible, the bank shall ensure the same means and the same location for the publication of all of the information.
(5) Equivalent disclosures of information made by banks to the market under other regulations may be considered as compliant with the requirements for disclosure under this Law.
(6) National Bank may impose a bank specific measures concerning:
a) the content of the information to be disclosed;
b) the frequency of publishing certain information and deadlines for publication;
c) the methods and forms of publication, other than the financial statements;
d) use of certain means of verifying the information disclosed outside the financial audit.

[Art.30 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 31. Transactions with employees of the bank and affiliated persons of the bank 

(1) Banks shall not grant loans or perform transactions with the employees of the bank and persons affiliated to the bank defined  in Article 3 , if such loans are granted or transactions are performed on conditions more  advantageous than those provided for the persons non-affiliated with the bank.
(2) Banks shall submit to the National Bank of Moldova, as stipulated in the NBM’s normative acts, information about the persons affiliated to the bank, the loans granted to them by bank and the transactions concluded by bank with them.
(3) The transactions of the bank with its affiliated persons shall be subject to certain conditions, limits or restrictions set out by the National Bank, which could include requirements for additional reserves formation to cover potential losses on loans and other assets related to the transactions with the affiliated persons. For the purposes of applying this provision, a person shall be considered: any person or group of connected persons, determined under the regulations of the National Bank.
(4) Bank  shall not grant loans to any of its employees only under the conditions and limits established by the National Bank in its normative acts. 
(5) Any transaction with a person affiliated to the bank exceeding the amount of MDL 1 million shall be approved prior to its conclusion through the vote of the majority of the bank’s Council members, except in cases defined in the National Bank’s regulations.
(6) Within its supervisory activity, the National Bank of Moldova may presume as the persons affiliated to the bank, if these persons meet one or more of the characteristics specified in the NBM’s regulations, taking into account the nature of relations, transactions and the existence of other relations with the bank. TheNational Bank of Moldova shall notify the bank on such decision no later than the next working day.
(7) Until the contrary evidence, which shall be submitted to the National Bank of Moldova within 15 working days from the date of notification receipt specified in paragraph (6), , the persons identified by the National Bank according to paragraph (6) are presumed to be persons affiliated to the bank from the date of the transaction.
(8) For the purposes of this Article, the following conditions are considered to be more advantageous than those provided for the persons not-affiliated to the bank:
a) Acceptance of a collateral with a market value lower than a similar collateral requested from other customers of the bank;
b) Procurement of a low quality real estate or at a higher price than the market price of the similar real estates;
c) Investment in securities of the affiliated person, which the bank would not made in  the case of another person;
d) Payment for goods and services purchased from an affiliated person at a higher price than the market price of similar goods and services or in circumstances in which the same goods and services would not be purchased from another person;
e) Sale of an asset to a person affiliated to the bank at a lower price than the price that could be paid in case of asset’s sale to another person;
f) Setting a lower interest rate/commission for a service rendered than for the service rendered to another person;
g) Setting a higher interest rate for the accepted deposit than  for the deposit accepted from another person;
h) other conditions laid down in the National Bank’s regulations.

Article 32. Granting of loans

(1) Banks shall grant loans in accordance with the internal regulations, which shall not infringe the law and shall include at least the conditions of granting loans to applicants (clients, administrators, and bank employees), powers, duties and structure of the internal subdivision responsible for the management of operations related to loans (Loan Committee), the decision-making process with regard to the loans to be granted, and loan guarantee procedure. 
(2) Banks shall grant loans in accordance with the limits and requirements regarding risk concentration limits (exposures) and other prudential measures established under this Law and regulations of the National Bank.
(3) Banks shall provide applicants with free information on the conditions for granting loans, which shall include at least the following:
a) interest rate, the method of calculation and payment of the interest rate, and the conditions under which it may be changed until the full repayment of the loan;
b) payments and other loan related costs (commissions, fees, other remuneration and penalties directly related to the credit agreement), and the objective criteria on which they are subject to change;
c) the number and amount of installments and other obligations related to loan repayment;
d) conditions and costs for loan repayment before maturity;
e) in case of loans guaranteed with mortgage - the information on the parties' right to require the notary to request enforcement of the mortgage contract, explaining clearly the right of the bank, in this case, in the foreclosure of the mortgage right as in accordance with the Law on mortgage no.142-XVI of June 26, 2008, without appearing in court (extra judicially) under the mortgage contract declared enforceable, if the parties have mutually agreed on this right and if the mortgage contract proposed by the bank provides such a right;
f) other information that is required to be provided under the law.
(4) Interest rate and costs relating to the loan shall be set expressly in the credit agreement, including in case of loan repayment before maturity.
(5) In case of joint financing, banks shall have the right to conclude agreements on consortium loans. Under such an agreement, the participating banks shall establish the conditions for granting the loan and shall designate a bank responsible for the execution of the agreement. Participating banks shall bear the risk of the granted loan proportionate to the funds invested in the consortium.
(6) The bank shall seek to have the applicant demonstrate credibility in terms of loan repayment. Repayment of the loan can be secured by the pledge of movable and immovable property (mortgage), by a bank guarantee, by surety ship and other means provided by the law or contract. The bank shall have the right to grant loans without collateral (blank loan) only if the applicant proves an increased solvency and credibility.
(7) The bank shall have the right to require the submission of reports, other documents and information relating to the financial situation and activity of the loan applicant, the person who is a personal guarantee, required for assessing their solvency and credibility, and to undertake, within legal limits, other measures to verify accuracy of the information submitted and to audit the use of the intended purpose of the loan.
(8) The loan may be granted by depositing the amount in the debtor's current account, by transferring for the execution of payment documents submitted by the debtor or upon his/her order/consent, by a third party, by transferring to the third party following the debtor’s order, by releasing the cash, if the law does not provide otherwise.
(9) For each credit transaction, the bank shall keep the application for the loan, a copy of the decision of the person who authorized the credit on the approval of the transaction or a copy of the minutes of the Board meeting of the bank (where the decision was taken by the Board), contract documents, and other documentation of credit.
(10) As established by Law on credit history bureaus no.122-XVI from 29.05.2008, the bank shall submit, at least to one of the credit history bureaus, all available information necessary for the formation credit histories on all debtors who have consented to such disclosure.
(101) The bank shall provide to the Ministry of Finance, under the Law no.419-XVI of 22 December 2006 on public sector debt, State guarantees and State re-crediting , information on lending extended to state/municipal enterprises, partially or entirely public owned companies  and administrative- territorial units, as needed for monitoring public sector debt.

[Art. 32 amended by the Law no.242 of 29.12.2015, in force on 29.01.2016]

 

CHAPTER V
ACCOUNTS AND FINANCIAL STATEMENTS, AUDIT, REPORTING AND INSPECTION

Article 33. Accounts and financial statements

(1) Financial institutions shall maintain at all times accounts and records and shall prepare financial statements in accordance with accounting legislation.
(2) The accounts and financial statements shall comply with the Law on accounting nr.113-XVI dated April 27, 2007 and with the accounting standards. Also, financial institutions shall  observe the requirements of the National Bank related to preparing FINREP financial statements and preparing reports for prudential purposes. The director of the executive body and the members of the board are responsible for the accuracy and truthfulness of the reports submitted to the National Bank according to the above-mentioned requirements.
(3) The accounts, records and financial statements of the financial institutions shall reflect the operations and financial situation of bank branches and subsidiaries, both on an individual and on a consolidated basis.

Article 34. External audit

(1) Banks shall each appoint an independent  auditing company, accepted by the National Bank, which shall:
a) assist the bank in keeping the accounts in accordance with the principles established by the National Bank;
b) issue the auditor’s report;
c) review the adequacy of audit and internal control methods and procedures and shall make recommendations for remediation;
d) inform the National Bank of any fraudulent act committed by an employee of the bank or its branches and any irregularity in the management and operations that could lead to material losses for the bank or its branches, and /or could affect the capacity of the bank to act further;
e) inform the National Bank of any actions and/or facts than can make the audit company refuse to issue an audit opinion or issue an opinion with reservations on the financial condition.  
(3) National Bank may provide for in its regulations the performance of audits within banks for supervisory purposes.
(4) At the request of the National Bank, the audit company shall provide any details, clarifications and explanations related to the operations of the audited bank.
(5) The audit company shall carry the obligations stipulated in paragraph (1) letter d) and paragraph (4) even when it performs specific tasks within an entity that has a controlling relationship with the bank.
(6) When the audit company fulfills, in good faith, its obligation to report to the National Bank as per para (1) letters d) and e), paragraph (4) and (5), this shall not constitute a breach of its obligation to respect the confidentiality of information regarding the activity of the audited entity, as provided in the law or contractual obligations and thus, this cannot result in any liability of any kind for the audit company.
(7) National Bank may withdraw the endorsement it granted to an audit company, when such audit company no longer fulfills the conditions under which it was accepted and /or fails to comply with the provisions of this article and the normative acts issued for its enforcement.

[Art.34 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 35. Publication of balance sheet, auditor’s report issued by the audit company and annual report

Within 4 months from the end of the financial year, banks shall publish their balance sheet and auditor’s report issued by the audit company in the newspapers of general circulation and in the newspapers where the bank’s separate subdivisions are located and shall edit the annual report and offer free copies to the public.

[Art.35 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 36. Inspection of branches

(1) On the basis of the regulations of the National Bank, the provisions of Articles 34 and 35 may be also applied to any subsidiary of a bank as applied to its branches. The requirements of the bank statute and regulation on the preparation of financial statements may be applied to bank subsidiaries as well.
(2) The functions of the Audit Committee of the subsidiary of a foreign bank may be performed by an Audit Committee or other representative body of the foreign bank.

Article 37. Reports and inspections

(1) Banks shall prepare and submit to the National Bank, according to its regulations, reports on its management, operations, liquidity, solvency, and unprofitability, as well as on its subsidiaries, both separately and on a consolidated basis for an assessment of the financial situation of the bank and each of its subsidiaries.
(2) The bank and each of its branches and subsidiaries, including those abroad, shall be subject to inspections by inspectors of the National Bank or by the persons mandated for this purpose. The competent authorities of the country of origin of a foreign bank that has a branch or subsidiary on the territory of the Republic of Moldova, may, with the agreement of the National Bank of Moldova, carry out inspections at the registered office of the branch or subsidiary, including through certain persons mandated for this purpose.
(3) Banks and each of its subsidiaries shall provide access in the bank to the inspectors of the National Bank and the persons mandated by the National Bank, who will work with the inspectors.
(4) In their inspections of banks and subsidiaries, the National Bank inspectors and and  the persons mandated by the National Bank shall have the right to:
a) examine the accounts, records and other documents;
b) require administrators, employees and agents of the bank or subsidiary to provide any information on their activity and operations.
c) access the information systems and request information from the bank’s databases.
(5) The access of fiscal authorities, the Information and Security Service of the Republic of Moldova, the National Anticorruption Centre and other authorities vested with powers of control in financial institutions to carry out inspections, and the provision of information and documents or copies thereof, required for exercising the functions entrusted, within their powers, shall be carried out in accordance with the laws governing the activity of the aforementioned authorities and with this Law.

 

Chapter V2
SPECIAL ADMINISTRATION

Article 379. Financial recovery measures

(1) order to remedy the financial situation of the bank, one or more of the following measures could be taken:
a) changing the structure of assets and liabilities of the bank;
b) changing the organizational structure of the bank;
c) additional funding from bank’s shareholders and other persons;
d) increasing bank’s capital;
e) other measures that allow for remediation of financial situation of the bank and are approved by the National Bank.
(2) The change of asset structure may provide:
a) improvement of loan portfolio, including replacement of non-liquid assets with the liquid ones;
b) change in the maturity term of assets to ensure execution of bank’s obligations;
c) reduction of expenses, including administrative costs;
d) sale of assets.
(3) The change of liabilities structure may provide:
a) increase in equity capital;
b) reduction in the share of expenditures in the general structure of liabilities;
c) increase in the medium and long term liabilities in the general structure of liabilities.
(4) The change of organizational structure of the bank may be achieved by:
a) reducing the composition or the number of employees;
b) changing the structure, reducing or liquidating separate subdivisions and other structural subdivisions.
(5) Additional funding from the bank's shareholders and other persons can be performed in the following forms:
a) additional contributions;
b) renouncing the distribution of profits among shareholders;
c) postponing or rescheduling payment of bank debts;
d) issuing guarantees on loans obtained by the bank;
e) attracting deposits with low interest rate and on long term (at least one year);
f) novation, taking over, transferring bank’s debt.
(6) The bank and its shareholders shall be obliged to take timely measures of financial recovery.

 

CHAPTER VI
VIOLATIONS, REMEDIAL MEASURES AND SANCTIONS

Article 38. Violations, remedial measures and sanctions

(1) The National Bank may apply the following sanctions if it finds that the bank (financial institution) or any of its shareholders or administrators have violated this Law, the regulations of the National Bank, the conditions for issuance of license or the requirements provided by the authorization, permission, approval, confirmation (hereinafter authorization), the fiduciary obligations, the obligations under the legislation on the prevention and combating money laundering and terrorism financing, the observance of which falls under the powers of the National Bank, or if they jeopardize the interests of depositors or got involved in hazardous or suspicious actions, failed to report or reported with delay, reported erroneous data on banking prudential indicators or other requirements provided in the regulations of the National Bank, failed to comply with remedial measures established by the National Bank or if considering the specific current or previous financial situation of the bank (financial institution), the data integrity of the information systems was deliberately compromised:
a) issue a written warning;
d) apply and charge fines to the bank (financial institution), up to 5% of the capital of the bank (financial institution) and /or to direct and indirect holders of shares in the capital of the bank, of up to 100% of the size of their shareholding, calculated at nominal value and /or to the administrators, in the amount of  between 1 and 100 average salaries of the sanctioned administrator, for the past 12 months, including all benefits (additions, bonuses, top-ups to the basic salary), including for non-compliance with the decision to stop the transaction, issued by the body vested with powers related to the prevention and combating money laundering and terrorist financing;
e) withdraw the confirmation issued to the administrator of the bank (financial institution);
f) limit or suspend the activity of the bank (financial institution);
h) withdraw the license or authorization.
(11) When determining the type of sanctions and the amount of fines, all relevant circumstances shall be taken into account, including:
a) severity and duration of the infringement;
b) the degree of culpability of the responsible person;
c) the financial strength of the responsible person, determined according to total annual turnover, in case of legal entities, and according to the annual income, in case of individuals; the financial strength may be also determined according to the shareholdings in the capital of the bank held by the responsible persons;
d) the amount of profit gained or loss avoided by the person responsible, to the extent that these can be quantified;
e) loss caused to a third party by the violation, to the extent it can be quantified;
f) the extent to which the responsible person has cooperated with the National Bank to remedy the breaches;
g) previous violations committed by the responsible persons;
(2) In case of finding the violations mentioned in paragraph (1), the National Bank may impose the bank (financial institution) the following remedial measures, but not limited to:
1) to prescribe to the bank the termination and liquidation of the committed violations;
2) to conclude an agreement with the bank that provides remedial measures;
3) to prescribe one or more of the following measures to the bank:
a) the average total assets of the institution of each quarter shall not exceed the average total assets of the previous quarter;
b) the institution shall not acquire any shareholding in any legal entity, establish or acquire any additional branch, or engage in any new type of business;
c) the institution shall not grant any loans to an affiliate unless such loan is collateralized by securities, issued or guaranteed by the Government, whose market value exceeds at all times with 125 percent of the amount of the loan;
d) the interest rate applied by the institutions on deposits shall not exceed the prevailing rates of interest on deposits in comparable amounts and maturities from the region where the institution is located;
e) the institution shall restrict, suspend any activity and shall restrict, suspend or prohibit certain transactions or operations;
f) the institution shall replace one or more administrators who had held office for more than 180 days prior to the moment when the bank (financial institution) registered capital losses or shall limit their powers;
g) the institution shall sell or liquidate any subsidiary, if the National Bank determines that the subsidiary is becoming insolvent and poses a significant risk to the financial institution or is likely to cause a substantial loss of assets or income;
h) no employee shall receive any financial benefits (supplements, bonuses and other additional payments to the basic salary), retributions (compensations), except those provided by labor legislation or salaries exceeding the amount of average salaries (excluding financial benefits, retributions and income from stock options and profit distribution) for the twelve calendar months preceding the month when the institution recorded capital losses;
i) the institution shall increase its reserves to cover the possible losses on loans and other assets;
i1) the institution shall  reduce the risks of continuity and/or the risks of information security;
j) the institution shall prohibit the payment of dividends or other distribution of capital;
k) the institution shall implement the measures of financial recovery referred to in Article 379.
(21) In order to remedy the financial situation of the bank, regardless of any remedial measures imposed under paragraph (2), National Bank may require direct and indirect holders of qualifying holdings in a bank to develop and implement recovery measures, which may include measures referred to Article 379 paragraph (2) letter b), paragraph (3) letter a) and paragraph (5). If the responsible persons fail to develop and implement such measures, the provisions of Article 156 paragraph (1) shall apply.
(22) In the cases specified in the Law on banks recovery and resolution, the National Bank shall apply early intervention measures, resolution measures and exercise other competence in banks recovery and resolution.
(3)  National Bank shall withdraw the license and initiate the forced liquidation of the bank in case if it is found that the bank is in one of the insolvency situations referred to the letters a)-c) from this paragraph, and the conditions for initiating the resolution procedure, referred to in Article 58 of the Law on banks recovery and resolution are not met. For the purposes of this paragraph, the following situations are considered insolvency situations:
a) the bank is unable to execute the payment requests of the creditors regarding the outstanding monetary obligations (default);
b) the bank's assets no longer cover its obligations (over indebtedness);
c) the amount of the bank’s regulatory capital is less than one third (1/3) of the amount of the minimum regulatory capital as established by the regulations of the National Bank.
(31) If a bank is in default or over indebted, or there is a risk that the bank will enter into default, the executive body of the bank shall be obliged to notify immediately the National Bank.
(4) The measures and sanctions provided for in this Article shall not preclude the application of other measures and sanctions as provided by the legislation.
(5) The fines imposed under this article shall be paid to the State budget.
(51) Finding of violations, application of sanctions and other measures shall be carried out in accordance with the provisions of the Law no.548-XIII of July 21, 1995 on the National Bank of Moldova, if this Law does not provide otherwise.
(52) Sanctions and other measures shall be applied by the Executive Board of the National Bank. The sanctions and measures provided in paragraph (1) letter a), paragraph (2) items 1) and 2) may be applied by the Governor, First Deputy Governor or Deputy Governors, and those referred to in paragraph (1) letter d), paragraph (2) item 3) – by the Governor of the National Bank.
(53) If the law does not provide otherwise, the application of sanctions and other measures shall be subject to professional and banking secrecy provisions.
(54) The National Bank shall be the sole authority to decide on the opportunity, qualitative assessments and analysis, which underlie the decisions on the application of sanctions and other measures.
(6) By derogation from legislative provisions on administrative litigation matter, only the shareholders of the banks holding in total at least 25 percent of voting shares, depositors holding at least one-fourth of total deposits or other creditors holding at least one-fourth of total credits (except deposits) may appeal to the competent court within 30 days from the date of license withdrawal, the decision of the National Bank to withdraw the license, indicating the reasons under paragraph (3).
(7) The measures and sanctions applied by the National Bank may be brought before a competent court. Where a lawsuit is filed against the National Bank, with regard to the application of provisions of this Law, the following conditions shall be met:
a) if the court determines that the actions applied by the National Bank towards the bank and/or persons/shareholders are illegal, the National Bank shall pay all material damages and all the effects produced based on the annulled act of the National Bank shall be maintained, which was issued in order to apply the Articles 15, 15¹ and 156  of the Law on financial institutions, and any other act or subsequent operation in implementation of the annulled act, including the withdrawal of license shall remain valid;
b) the appeal or the action brought in the court shall not affect the liquidation process and shall not suspend the execution of acts imposed by the National Bank;
c) the court shall establish the legality of actions taken to execute this Law and shall decide only on whether these were made with or without intention;
d) the employees of the National Bank, the special administrator, liquidator and persons employed to assist them shall not be liable for damages, actions or omissions occurred in the course of their duties, except for cases when it is demonstrated that these were intended and illegal.

[Art.38 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]
[Art.38 amended by the Law no.233 of 03.10.2016, in force on 04.10.2016]

[Art.38 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

 

CHAPTER VI1
FORCED LIQUIDATION OF BANKS

Article 381. General provisions on forced liquidation of banks

(1) In case of license withdrawal of a bank, following the detection of at least one of the situations of insolvency referred to in Article 38 paragraph (3) or of one of the grounds referred to in Article 10, except for paragraph (1) letters a), f), h) and paragraph (2) of this Article, the National Bank shall take the decision to initiate the process of forced liquidation of the bank.
(2) Liquidation of the bank on grounds other than that of insolvency shall not impede the initiation of forced liquidation under insolvency grounds if during the process of liquidation it was found that the bank had become insolvent.
(3) Upon the withdrawal of license and beginning of forced liquidation process of the bank, the National Bank shall appoint a liquidator. For grounded reasons, the National Bank may replace the liquidator.
(4) The Order of the National Bank on the appointment (replacement) of the liquidator shall be published within 7 days after its adoption in the Official Monitor of the Republic of Moldova.
(5) As of the date of withdrawal of bank license:
a) the National Bank shall close the accounts in MDL of the respective bank and shall open a new account with the specification “bank in the liquidation process”, where the available at that time funds will be transferred and through which the liquidator will conduct all operations in MDL of the bank to be liquidated;
b) the liquidator shall close the accounts in foreign currencies opened with other banks (including with the National Bank), and the foreign currency available in these accounts at that time, upon the liquidator’s order, shall be transferred according to the types of foreign currency in one or more accounts with the specification indicated in letter a), opened with a bank/banks from the Republic of Moldova, by means of which the liquidator will carry out the operations in foreign currency of the bank to be liquidated.
(6) Forced liquidation of the bank shall be carried out extra judicially.
(7) The process of liquidation of a bank shall not exceed 5 years from the date of the license withdrawal. The period may be extended by the National Bank for maximum two years, based on a reasoned request of the liquidator of the bank.

[Art.381 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 382 Conditions for the appointment of a liquidator

(1) As liquidator may be appointed any individual who meets the requirements for bank’s administrators, established in the respective regulation of the National Bank.
(2) Liquidator cannot be the person who:
a) has criminal record;
b) in the last 5 years, has been held civilly liable for fictitious or simulated legal acts, acts affected by error, concluded by fraud, violence, following a fraudulent agreement or the violation of fiduciary obligations;
c) is accused in a criminal case or is defendant in a civil lawsuit;
d) has not satisfied his/her obligations to pay debts or interests rates to a bank;
(3) In order to determine the existence/non-existence of conflicts of interest, the liquidator shall submit to the National Bank, prior to his/her appointment, information on personal and business interests and on his/her financial relations, of his/her spouse and children, including on:
a) the debt to the bank under liquidation, the activity in that bank or on having certain ownership rights;
b) the relations over the last 5 years with any bank as employee, administrator or shareholder of a qualifying holding;
c) the financial, business or individual relations with any person with certain interests in the bank under liquidation and its assets, including information on a future employment with that person;
d) the failure to satisfy the patrimonial obligations to the bank under liquidation or any other bank in the last 5 years;
e) the possession of a property competing with the bank properties if the bank's liquidation involves their evaluation, sale and management.
f) other financial and business interests that may affect the impartial exercise of the function of liquidator;
g) any other information required by the National Bank.
(4) Along with the information referred to in paragraph (3), the person shall submit information that certifies the non-existence of any conflict of interest, following his/her personal interests and relations with the National Bank, and if such a conflict exists – information on such a conflict and, despite this fact, shall request the National Bank to authorize the activity of liquidator.
(5) Before appointing the person as liquidator, the National Bank shall ensure that there is no conflict of interest, and if such a conflict exists, shall demonstrate that the person is capable to act impartially under the immaterial nature of the conflict and shall consider it as exception.
(6) If a conflict of interest occurs after his/her appointment, the liquidator shall immediately inform the National Bank of this fact as soon as it becomes aware of it, as well as on the actions that he has taken or will take to eliminate the conflict and shall require the permission of the National Bank to continue the activity.
(7) If the National Bank determines that such a conflict is unacceptable, the liquidator shall resolve it in a way that would satisfy the National Bank or shall resign.
(8) The liquidator shall perform impartially his/her duties. Thus the liquidator shall not be entitled to:
a) perform his/her activity where there is a conflict of interest, except for the case when the National Bank was informed about and allows him to continue the activity;
b) request or accept, directly or indirectly, any services, gifts, other valuables and benefits from any person about whom the liquidator knows that he/she intends to obtain certain benefits in connection with the liquidation of the bank or has interests that may be significantly affected by the execution/non-execution of certain duties by the liquidator;
c) use or permit the use of the assets of the National Bank or assets managed by the liquidator for his/her personal interest or for the third parties’ interest, apart from the interests of the National Bank and other banks under liquidation;
d )making promises or assuming commitments on behalf of the National Bank without its authorization.
(9)The liquidator is not entitled to disclose the information that represents a commercial ,banking secrecy or any other secret protected by law, except if it is necessary in the exercise of his/her duties.

Article 383. Liquidation announcement

The liquidator shall:
a) within 3 days from the date of his/her appointment, make public an announcement with regard to the license withdrawal and the beginning of liquidation process in each of the separate unit of the bank, indicating the name and surname of the liquidator, the date and place where he takes over the bank management.
b) publish the announcement indicated in letter a) in the Official Monitor of the Republic of Moldova, in the newspapers of general circulation and in the newspapers where the bank separate units are located;
c) within 3 days from the publication of such announcements, shall submit to the National Bank copies thereof;

Article 384. Liquidator’s main duties and rights

(1) The liquidator shall have full and exclusive rights to lead, manage and control the bank (hereinafter – management of the bank) and to take any measures for its efficient liquidation and for obtaining the maximum amount from the sale of assets, including the right to:
a) continue or terminate any operation of the bank;
b) borrow money guaranteed with bank assets or without guaranty;
c) suspend or limit the payment of obligations referred to in letter g) the fourth item;
d) employ specialists, experts or professional consultants;
e) manage the bank’s account;
f) collect the debts to the bank and recover its assets in possession of third parties, bring actions in the courts ;
g) perform any operations on behalf of the bank, taking into account the need to obtain the prior approval of the National Bank for the following operations:
- sale or other form of liquidation of any asset of the bank worth more than MDL 1 million;
- provision of guarantees based on the bank’s assets in favor of the creditor that grants to the bank a new loan of over MDL 500 thousand;
- reduction or cancellation of any claim against the bank, which validity is doubtful if this exceeds MDL 200 thousand;
- satisfaction of any claims against the bank (except claims arising from commitments assumed by the liquidator in the exercise of its function) before the termination of procedures referred to in Article 389 and Article 3810, including the payment of debts to depositors and other creditors in the amounts which, according to the National Bank, may be used for this purpose, but also taking into account that all depositors and other creditors in similar situations shall be treated equally;
h) receive registers, documents and information from the management bodies and employees of the bank and from any other person;
i) formulate the objections against the claims of creditors submitted to the bank, negotiate the bank’s obligations with a view to their novation, reduction, rescheduling, and acquisition by another person or remission of debts, terminate the bank’s contracts in accordance with the legislation in force;
(11) Immediately after taking over the management of the bank, the liquidator shall take measures to ensure the integrity of bank assets, registers, documents and information, , and shall notify the separate units of the bank, correspondent banks, state registration authority, holders of public records, the central depository and registrar that maintains the register of holders of securities of the bank and, where appropriate, other persons with regard to license withdrawal, initiation of the process of forced liquidation of the bank, as well as communicate information about himself.
(12) At the request of the liquidator, the law enforcement authorities shall be obliged to assist him in obtaining access to premises and other assets of the bank, in taking over the control of the bank and in ensuring the integrity of assets, registers, documents and information of the bank.
(2) The liquidator has also other duties and rights provided by this chapter.
(3) While exercising his duties and rights, the liquidator shall be responsible solely to the National Bank.

[Art.384 amended by the Law no.182 of 22.07.2016, in force on 12.08.2016]

Article 385 Effects of the initiation of liquidation procedure

(1) In addition to the effects specified in Article 11 paragraph (3), from the date of the license withdrawal:
a) the calculation of interests and penalties against bank’s obligations shall be interrupted, while the unmatured obligations shall be matured; The bank shall not be liable for the breach of its obligations due to the fortuitous impossibility to satisfy them due to its license withdrawal;
b) claims to the bank shall be satisfied as provided by this chapter;
c) the exercise of any right on the bank’s assets, including their foreclosure in connection with litigation and enforcement proceedings for the collection of claims, shall be suspended. No rights may be exercised over assets during the liquidation of the bank, except for the rights given to liquidator according to this chapter and claims on covering expenses related to the liquidation process;
d) the payments or transfers of bank’s assets made before the beginning of the liquidation process to the detriment of the interests of creditors may be declared void, except for the payments up to the deposit guarantee limits for each depositor according to Law no.575-XV of December 26, 2003 on the guarantee of personal deposits in the banking system;
e) the liquidator shall take over all vested rights of the bank’s management bodies and become the sole legal representative of the bank. The liquidator may delegate to other persons only those powers which he considers necessary, if the National Bank does not establish otherwise;
f) the previous decisions adopted by the bank’s management bodies shall be considered invalid if they are not approved (authorized) by the liquidator, as well as if they constitute an impediment in the exercise of his/her rights and duties;
g) operations in the bank account shall be suspended, foreclosure of assets of the bank shall be ceased, and the seizure and other restrictions applied on it shall be terminated;
h) acceptance and performance of payments on the corresponding accounts of the bank clients shall be ceased, while the payments collected after the date of license withdrawal shall be returned to the payers’ accounts with the paying banks;
i) fulfillment of obligations to the bank shall be made directly in favor of the bank, even if pursuant to the clauses of the obligation, the debtor has the right to fulfill the obligation in favor of another person;
j) extinction of creditors’ claims by offsetting mutual claims shall not be permitted, except for cases in which the right of the parties for compensation appeared before the date of license withdrawal as well as in connection with the maturity of claims of the respective class pursuant to the order of priority of established claims classes;
k) cession of creditor claims, following which the new creditor (assignee) will belong to a class of claims of a higher priority compared with the one to which the assignor belonged to shall not be permitted;
l) the mandate (power of attorney) issued by the bank shall be terminated, except for the case in which termination would cause damage to the bank;
m) creditors may submit their claims only within the process of liquidation, except for the claims on the payment of expenses related to the liquidation process.
(2) The payments or transfers of bank assets made before the beginning of the liquidation process to the detriment of the interests of creditors shall be deemed to be the legal acts related to the:
a) payment or transfer, made simultaneously, fictitiously or with the intention of all involved parties to conceal bank assets from foreclosure by creditors or otherwise harm their rights within 3 years prior to withdrawal of the license;
b) free transfer made during 2 years prior to the license withdrawal, except for those made for sponsorship and charity according to the law;
c) free transfer made with the bank affiliated persons during 2 years prior to license withdrawal;
d) payment or transfer where bank performance is obviously exceeding the one received, performed during one year prior to license withdrawal;
e) anticipated payments of debts performed during 6 months prior to license withdrawal if their maturity was set for a date subsequent to the date of license withdrawal;
f) constitution of a pledge by the bank e or other collateral for a debt that was unsecured during 6 months prior to license withdrawal;
(3) The withdrawal of license shall not have any retroactive effects on the bank claims and obligations arising or having connection with its participation in a payments or settlement system prior to license withdrawal and shall not affect the execution of final payment/ securities transfer accepted from the bank for settlement within the payment / securities settlement system prior to the withdrawal of the license.
No provision of the Law or other normative act or common practice with regard to invalidity, termination of contracts and other legal acts, postponement or delay of obligations entered into/made prior to the date of license withdrawal shall not result in cancelling (reversal) of the results of settlement/clearing operations made ​​in the payment/security settlement system.
(4) Public utilities services providers holding a dominant position (supply of electricity, natural gas, water, telephone services, etc.) shall not be entitled to unilaterally refuse or interrupt the provision of such services to the bank from the date of license withdrawal, even if the bank has not paid for the previously provided services. Reduction or interruption of services provision may take place only if the liquidator fails to pay, according to the contract, the services rendered after the withdrawal of the license.
(5) If a movable asset is sold to the bank and it is not fully paid at the time of license withdrawal, is in the process of transfer (transit) or the bank or other authorized persons have not yet come into the possession of this asset, the seller may re-enter into possession of this asset. In this case, the seller shall return any payments made in advance by the bank for the respective asset and shall have the right to submit claims for the expenses related to this transaction.
(6) If, according to the contract with the participating bank, the obligation of a party to enter into a transaction with shares becomes due after the withdrawal of the license, the contract shall be considered terminated at that time. In this case, the difference between the contract price and the value of shares as of the date of license withdrawal shall be paid to the bank, if it is a credit, or added to the bank debts, if it is a debt.
(7) Not later than the next day following the day of the takeover of the bank management by the liquidator, the executive bodies of the bank shall hand over the stamps and seals of the bank. Within the time limit established by the liquidator, any person holding the registers, documents, material values and other assets of the bank shall hand them over to the liquidator. In case of breach of these obligations, or of impeding liquidator’s access to premises, assets, registers, documents, and information of the bank, the guilty person shall be liable according to the law.
(8) The procedures suspended according to paragraph (1) letter c) shall cease as of the date of registration of the list of claims at the National Bank, if the claim, constituting the object of the procedure, was included in the list of claims validated by the liquidator and in case there are no objections against it. The aforementioned procedures may be resumed at the request of the creditor if:
a) the claim is not included in the list of claims registered at the National Bank;
b) the claim is included in the list of claims registered at the National Bank, but the creditor has submitted objections against it.
(9) Bank creditors may submit their claims within a term of 3 months from the date of withdrawal of bank’s license. The creditors, who submitted their claims after the expiry of this
period, but in all cases until the end of the distribution (liquidation) of all assets of the bank, may demand the satisfaction of their claims only pursuant Article 3811 paragraph (6).

Article 386. Liquidation procedure

(1) Within 3 months from the date the liquidator takes over the management of the bank, he shall make the inventory of the bank’s assets and shall submit to the National Bank a copy thereof, which shall be permanently accessible to the public.
(2) The liquidator shall take the measures referred to in Article 387 through transparent procedures, in accordance with the legislation into force, so that other banks and other interested persons could make offers for these assets, if this chapter does not provide otherwise.
(3) The liquidator, from the date he takes over the management of the bank, may terminate the following contracts:
a) employment contract with any employee of the bank;
b) contracts for the supply of services to which the Bank is a party;
c) contracts for the lease of movable and immovable property, subject to notifying the owner with 30 days before about the fact that the bank exercises its discretionary right to terminate the lease contract. The owner shall not be entitled to seek recovery of payments for the termination of the lease contract. In case of liquidation, no damage related to the termination of lease contract shall be repaired.
(4) Within 2 months from the date of taking over the management of the bank, the liquidator shall:
a) take measures necessary to end the fiduciary obligations of the bank, return to the owner all assets and property held by the bank in custody and perform final settlement related to them;
b) send to the addresses indicated in the registers or hand in against signature, to all depositors, other creditors and clients of safe custody services, recorded delivery notices on the type and amount of their claims against the bank according to registers, and on the need to withdraw the goods by the clients of safe custody services. The notice shall state that the objections can be presented to the liquidator within one month from the receipt of the notice.
(5) The goods kept safe in the bank, which have not been withdrawn by the owner before the date specified in the notice, shall be taken over by the liquidator to be transmitted afterwards to the owner as required by law.
(6) The goods kept safe in the bank along with their registers, which have not been withdrawn by the owner, shall be considered goods that cannot be claimed by other creditors of the bank.
(61) The goods of the bank, constituting the object of collateral, shall be included in the composition (inventory) of bank assets, but are used to satisfy the pledgee’s claims in the order of priority before satisfying other claims provided by this law.
(62) In case of insufficiency of funds obtained from the sale of the asset pledged to satisfy the claims of the pledgee or in case the creditor gives up his/her right of pledge, the unsatisfied claims shall be subject to satisfaction following the order of priority of classes of claims set forth in Article 3811.
(7) The liquidator shall submit to the National Bank, upon its request, and at certain intervals, reports and information related to the bank’s liquidation. The periodicity and the form of reports to be submitted by the liquidator under the provisions of this paragraph shall be established in the normative acts of the National Bank;
(8) The provisions of this article, except paragraphs (2), (61), (7) shall not be applied in case of bank sale according to Article 387 paragraph (1) letter a).
(9) Liquidator shall ensure the publication on the bank’s official website of the information on the results of the sale or other form of liquidation of the bank, pursuant to Article 387, amounting to over MDL 1 million, including the price and the identity of the counterparty – individual or legal entity.

Article 387. Actions taken by the liquidator. Procedure for the sale of the bank, transfer of its assets and liabilities

(1) The liquidator shall take the following actions:
a) with the written permission of the National Bank, sell the bank as a unique patrimonial complex to another bank (buying-bank), taking into account the provisions of this chapter;
b) organize the sale and/or partial transfer of the bank’s assets and partial transfer of bank’s liabilities to another bank;
c) liquidate the bank’s assets under the conditions of this chapter.
(2) In order to perform the sale-purchase transaction provided under paragraph (1) letter a), the buyer - bank shall meet the following conditions:
a) its regulatory capital shall not be less than the amount of the minimum capital established under Article 5 paragraph (1);
b) its assets shall be greater than the net assets of the bank subject to sale;
c) after the transaction performance, the buying-bank shall meet the requirements of Article 7 paragraph (2).
(3) By derogation from the provisions of the Law no.1134-XIII of April, 2, 1997 on Joint Stock
Companies, the decision of the buying-bank on transaction conclusion, related to the purchase of the bank under liquidation or of its assets according to paragraph (1), shall be taken by:
a) the Board of the bank, with a simple majority of votes, if the transaction value is over 25 percent, but not less than 50 percent of the assets of the buying-bank according to the last balance sheet, before the adoption of the respective decision;
b) by the general meeting of shareholders, with a simple majority of votes, if the transaction value is over 50 percent of assets of the buying-bank according to the last balance sheet, before the adoption of the respective decision.
(4) The National Bank shall reject the application for issuing the permission for the sale of the bank if:
a) it estimates that the financial situation of the buying-bank will worsen;
b) it appraises that the sale will lead to the breach by the buying-bank of the requirements related to the performance of financial activity provided by this Law and by the normative acts issued for its execution;
c) the documents submitted for the obtaining of permission contain incomplete, insufficient or contradictory information or the documents required additionally in order to take the decision on the issuance of permission to perform the transaction were not submitted,.
(5) In cases provided under paragraph (1) letters a) and b), the liquidator may reduce the amount of certain liabilities to ensure that the depositor or other creditor of the bank does not receive less than he would receive under the satisfaction of bank’s obligations according to Article 3811.
(6) The liquidator shall select from the measures listed in paragraph (1) those which, in his/her opinion, lead to obtaining a maximum amount from the sale of the bank or its assets and protect the depositors’ interests and of other creditors.
(7) While determining the amount that may be obtained from the sale of the bank or its assets, the liquidator shall be obliged to:
a) evaluate the alternative offers, taking into consideration the market value of assets and applying the real rate of reductions;
b) collect evidence on the assessment and assessment criteria, including the interest rate, the rate of assets’ recovery, the cost of assets’ maintenance and contingency expenses.
(8) The provisions of paragraphs (2)-(4) shall be applied accordingly to the transactions referred to in paragraph (1) letter b), if the value of transferred assets or liabilities exceeds MDL 10 million.
(9) In order to conclude the transactions referred to in paragraph (1) letters a) and b), the liquidator shall organize an informative meeting with all the banks considered eligible to present the terms and conditions of negotiation. Before the informative meeting, the liquidator shall sign with the banks attending the meeting an agreement of confidentiality whereby they undertake to keep, according to the law, the secrecy of information from the offer related to the bank under liquidation, its assets and liabilities that will be negotiated. Failure by the administrators, shareholders, employees and other persons, acting on behalf of the bank that have signed the confidentiality agreement on the obligation to keep the secrecy, shall entail contraventional and material liability and the elimination of the respective bank from the participation in the tender.
(10) Depending on the interest manifested by the banks attending the meeting, the liquidator shall conclude a bidding offer with regard to the respective transactions that shall mainly include the categories and volume of assets and liabilities that will make the object of transaction, the fees established by the liquidator to be paid by the bidder, the deadline for bids submission that shall not exceed 15 days.
(11) The liquidator shall transfer under confidentiality regime the bid offer on the respective transaction to the bidding banks that participated in the informative meeting and that have shown interest in such transaction.
(12) The liquidator shall ensure access of bidding banks to the documents and information related to the bank and its assets and liabilities that will make the object of negotiations. The appeals of the stakeholders shall be examined in accordance with Article 38 paragraph (54) and paragraph (7).
(13) Within the term established for bids submission, the bidding banks shall submit their offers for the proposed transaction to the liquidator in a sealed envelope.
(14) In the shortest possible time, the liquidator shall examine the offers and shall select, based on the principle of minimum cost, the offer/offers of the banks with which the respective transaction/transactions is/are to be concluded. The liquidator may decide on concluding the transaction in case of a single bidder as well.
(15) The liquidator and the winner bank of the tender shall sign a pre-contract in which the parties stipulate their obligations and, where appropriate, the date of termination of the contract, and the parties obligations for the period prior to the signing period.
(16) In the event of conclusion of the transaction that envisages the transfer of bank’s liabilities, the provisions of this Law on the registration at the National Bank of the list of claims to the bank, in respect of the transferred liabilities, shall not be applicable.
(17) If the assets to be transferred are not sufficient to cover the value of all liabilities of the bank, and the bank acquiring assets and liabilities (acquiring bank) has not given its consent for assuming all liabilities of the bank, only the liabilities that belong to one/some class(es) of claims in compliance with the order of priority of classes of claims established by Article 3811 will be transferred. If the assets to be transferred are not sufficient to cover all liabilities in a class of claims, only a part of the liabilities to each creditor from the respective class of claims may be transferred.
(18) The obligations to creditors that are bank affiliated persons shall not be transferred if the obligations to other creditors from the respective class of claims are not transferred or are not satisfied.
(19) In case of transfer of assets and liabilities, the order of priority of satisfying claims pursuant to Article 3811 shall be observed and none of the transfers of assets and liabilities shall be allowed if this will change the order of priority.
(20) Transactions referred to in paragraph (1) shall not require the permission of the management bodies of the bank, its shareholders, deponents and other creditors. In case of transferring the liabilities of the bank, the liquidator shall notify the creditors in the shortest possible time on this fact as set forth in Article 389 paragraph (10).
(21) The purchasing bank/acquiring bank shall be responsible only for the obligations assumed according to the conditions of transaction. The liabilities arising from the actions of the bank under liquidation on grounds of insolvency are considered extinguished.
(22) The part of bank sale contract or that of the contract of transfer of its assets and liabilities shall be exempted from any taxes and payments related to the aforementioned contracts, charged for the entries made in public registries and services provided by the public authorities.
(23) The liquidator shall submit to the National Bank copies of the contracts of the bank for its sale or transfer of assets and liabilities immediately after signing them.
(24) If before taking over the bank’s liabilities, there were made payments in advance in its favor by the purchasing/acquiring bank, during the specified period such payments shall be subject of the regime of loans granted to the bank following the appointment of the liquidator.
(25) If within the time limit established in the bid offer with regard to the conclusion of transactions referred to in paragraph (1) letters a) and b), no bids are received or the received bids do not match the feasibility requirements for such transactions or if the National Bank rejects the request for the issuance of a permission under paragraph (4), the liquidator shall proceed to other methods of liquidation of bank’s assets and liabilities.
(26) Liquidation of assets shall consist in realization of assets as to obtain funds to satisfy the creditors’ claims and this shall be performed by the sale of assets such as buildings, land, securities, receivables, or other methods, such as assignment of debts or novations at a negotiated value.
(27) The sale of assets shall be carried out taking into account their market value and the particularities set forth in this article. The market value shall not be determined by the purchasing price of the asset or by its value provided by the bank’s balance sheet, but by the amount that may be obtained from the potential buyer. In this case, for tax purposes, the value of assets shall be determined according the provisions set forth in the Tax Code no.1163-XIII of April 24, 1997.
(28) When selling the assets, the receivables resulted from the credit contracts, financial lease and factoring contracts, may be offered for sales as a single lot (selling the bank's loan portfolio). The liquidator may sell to another bank or to any other person the receivables with a discount if he concludes about the impossibility of obtaining a larger amount of receivables, taking into account the cost of assets recovery and the time required for this.
(29) The feasibility of the submitted bid offer shall be examined by the liquidator, taking into account his duty to liquidate the assets without undue delay and that the sale of assets is performed in short terms and the price may be smaller only when selling in more favorable circumstances.
(30) If the assets are not sold due to lack of demand or the cost of sale exceeds their value, or due to other grounded reasons, the liquidator may give up the bank’s rights on these assets upon a written permission of the National Bank.

Article 388. Expenses related to liquidation process

(1) Expenses related to the bank’s liquidation process shall be made prior to other claims against the bank on the account of its funds. These expenses shall include:
a) obligation to pay for public utilities and operation services, for insuring the integrity of assets, other expenses required to maintain the continuity of bank functioning arising in the period before and after the license withdrawal;
b) obligation to pay rental services, employee labor remuneration, allowances in relation to their dismissal, the labor remuneration of the liquidator and the persons involved therein, litigation costs, expenses relating to the publication of announcements, delivery of notifications, to the inventory, assessment, administration of assets (including the transfer of assets), distribution (liquidation) of bank assets, other expenses and payment obligations required in the process of bank liquidation as well as obligation to pay taxes, fees and other mandatory payments in the period after the license withdrawal.
c) loans granted to the bank after the appointment of the liquidator.
(2) The labor remuneration of the liquidator shall be established by the National Bank and shall be paid from the funds of the bank under liquidation, except the case when the liquidator is an employee of the National Bank.
(3) Labor remuneration of the persons that assist the liquidator in the liquidation process shall not be higher than the remuneration of the banks’ employees for similar services.
(4) In case of insufficiency of funds for covering the expenses related to the bank’s liquidation according to paragraph (1)-(3), the National Bank shall be entitled to cover them.
(5) The National Bank shall be entitled to establish the conditions and limits of expenses related to the bank’s liquidation.

Article 389. Measures preceding the satisfaction of claims against the bank

(1) Within 5 days from the date of license withdrawal on the grounds of insolvency, the liquidator, on the basis of registers and other data available at the bank, shall establish the amount due for each personal deposit guaranteed in accordance with the Law no.575-XV of December 26, 2003 on guaranteeing personal deposits in the banking system, shall prepare the list of claims related to these deposits and shall submit it to the Deposits Guarantee Fund in the banking system for making payments in accordance with the aforementioned Law.
(2) Within 2 months from the last date mentioned in the notice specified in Article 386 paragraph (4) letter b), the liquidator shall:
a) reject claims which validity is doubtful;
(a1) rejects any claim of the bank’s employees, bank’s affiliated persons and service providers until their discharge of responsibility for the bank’s liquidation, according to the provisions of Article 3815.
b) establish the amount due to each depositor, another creditor and the priority classes of claims;
c) establish the list of claims validated in order to be registered at the National Bank;
d) notify in writing each person whose claim were not entirely validated;
e) publish three times within a time frame of 7 days, in the Official Monitor of the Republic of Moldova, in newspapers of general circulation, as well as in newspapers wherever the offices of the bank concerned are located, an announcement about the date and the place where the creditors can find out the information on their validated claims, as well as about the date on which the liquidator will present the list of claims to the National Bank in order to be registered, and which will be established within the limit of 15 days from the date of the last announcement publication.
(3) Creditors claims shall be established based on the registers, documents and other information available at the bank and in case of submission of claims by the written request of the creditor – based also on courts’ judgments and other documents confirming the validity of claims.
(4) The value of the claim of the deponent with more than one deposit in the bank shall be established by summing up all the deposits.
(5) The amount of claims denominated in foreign currency shall be determined at the official exchange rate of MDL against the respective foreign currency as of the date of withdrawal of bank license, and shall be paid in MDL.
(6) The list of claims shall contain the first and last name, address (for individuals), and name, headquarters (for legal entity) of the creditor, the legal reason and the amount of claim. Challenged or litigated claims shall be entered separately in the challenged part, with the respective notes. Creditors whose claims are secured by collateral (secured creditors) shall be entered separately, indicating the collateral. Other relevant information needed for the satisfaction of claims may be included in the list of claims.
(7) The claims shall be included in the list in the order of priority of claims classes. The pages of the list of claims shall be numbered and sewn together.
(8) The list of claims shall be subject to the provisions with regard to the banking secrecy.
(9) The National Bank shall register the list of claims within 5 days from the date of its appropriate submission by the liquidator. Registration of the list of claims shall not be deemed to include examinations of each validated claim’s merits, value, class of claim and their correction.
(10) Prior to starting the satisfaction of claims according to the respective class of claims, the liquidator shall publish at least in one newspaper of general circulation and in one newspaper where the banks offices were located, an announcement on the place, manner, and time limits of satisfaction.
(11) Where before starting the satisfaction of creditors’ claims, the liquidator becomes aware of the litigations examined in the court between the creditor and the liquidator regarding the creditor's claim not included in the list of claims and submitted before the registration of the list of claims at the National Bank, he shall set apart funds for the proportionate satisfaction of the respective claim, within the limits of the funds available for the satisfaction of the class of claims to which this claim belongs.

Article 3810. Appeals on measures preceding the satisfaction of claims against the bank

(1) Within 20 days from the date of registering the list of claims at the National Bank, any depositor, any other creditor or one or more shareholders of the bank that hold at least 10% of shares with voting right may submit an appeal to the National Bank against the measures taken by the liquidator specified in Article 389 paragraph (2) letters a) and b). The National Bank shall settle the appeal within one month from the date of its submission.
(2) In case the objections expressed in the appeal are reasoned, the National Bank shall issue an order on the amendment of the list of claims and of the mechanism proposed for their satisfaction.
(3) After the expiration of the time limit for settling the appeal indicated in paragraph (1), the list of claims registered at the National Bank can not be amended.

Article 3811. Satisfying claims against the bank and claims priorities

(1) The satisfaction of claims against the bank under liquidation shall be performed after the expiration of the time limit for settling the appeal provided under Article 3810, subject to their validation and to the registration of the list of claims at the National Bank, if this chapter does not provided otherwise.
(2) The claims related to personal deposits, guaranteed according to Law no. 575-XV of December, 26 2003 on guaranteeing deposits of natural persons in the banking system, shall be satisfied by the Deposit Guarantee Fund in the banking system in accordance with the aforementioned Law, after receiving the list of claims drawn up by the liquidator according to Article 389 paragraph (1).
(21) Validated claims related to the salaries of bank’s employees for the period of up to three months prior to the date of withdrawal of license, payment of annuities, repair of damages caused by mutilation or by another injury to health or death shall be satisfied before satisfying the claims specified in paragraph (3).
(3) The validated claims shall be satisfied according to the established priority  classes of claims, as follows:
a) loans granted to the bank by the National Bank before the appointment of the liquidator;
b) the claims of the Ministry of Finance, as a result of the payments performed or to be performed under the state guarantees or state securities pledging to guarantee the emergency credits granted by the National Bank of Moldova to the bank in cases of systemic financial crisis or threat of its occurrence, according to Article 18 paragraph (3) of the Law on the National Bank of Moldova no.548-XIII of 21.07.1995;
c) personal deposits guaranteed within the guarantee ceiling limits, according to the Law  on guaranteeing personal deposits in banking system, no. 575-XV of 26 December 2003 and the claims of the Deposit Guarantee Fund in the banking system in the amounts paid as compensation of guaranteed deposits;
d) the unpaid amounts on personal deposits, remained after the performance of payments according the Law no.575-XV din 26 December 2003 on guaranteeing personal deposits in banking system, within the limit established by the National Bank of Moldova, but not exceeding MDL 300 thousand;
e) the unpaid amounts on personal deposits, remained after the performance of payments according to letter d) and the deposits of legal entities and of individual undertakings;
f) the payments to the national public budget, settled from tax payers, which were not transferred on the respective accounts of the budgetary system;
g) other claims.
h) the payments to the national public budget, settled from tax payers, which were not transferred on the respective accounts of the budgetary system;
i) other claims.
(31) Creditors’ claims that belong to one class of claims shall be satisfied after satisfying all the claims that belong to the preceding class of claims.
(32) If within the period announced by the liquidator for the satisfaction of the claims, the creditor fails to appear to receive his/her claim, the liquidator shall deposit the funds due to this creditor to an account opened with another bank on behalf of the creditor.
(33) The claims resulting from the application of the provisions of Article 156 paragraph (3) shall be honored in accordance with the provisions of paragraph (8) of this article.
(4) The claims validated on the basis of courts’ judgments shall be satisfied according to the order of claims classes listed in paragraph (3), except for claims not registered on the list of claims in due time (unregistered claims), validated on the basis of judgments issued after the expiry of the term for settling the appeal under Article 3810 paragraph (1), which shall be satisfied:
a) from the reserved funds – in cases provided by Article 389 paragraph (11);
b) after the satisfaction of claims of the respective class (but before satisfying the claims from the next class), if the payments of these claims have begun before the liquidator received the unregistered claims;
c) in accordance with paragraph (6), if the unregistered claims were received by the liquidator after satisfying all the claims.
(5) If the amount available for the satisfaction of claims of one of the classes referred to in paragraphs (21) and (3) is insufficient to cover them, the value of each claim in this class will be reduced proportionately.
(6) After the satisfaction of all validated claims, the claims remained valid and unregistered in due time in the list indicated in Article 389 letter c) will also be satisfied on the basis of the remaining assets after the payment of claims included in the list.
(7) The payment of subordinated debts shall be made after the satisfaction of claims of all creditors of the bank before satisfying the claims of shareholders according to paragraph (8).
(8) The assets remaining after the satisfaction of all claims against the bank shall be distributed to its shareholders and  to former owners of holding in the bank's share capital against which the measures provided for in Article 156 par. (3) have been ordered, if the latter hold a claim against the bank resulting from the cancellation of its shares,  according to their holdings.
(9) Claims unsatisfied due to insufficiency of bank’s assets, as well as bank’s liabilities in respect of which claims have not been submitted within the time limit, shall be deemed extinguished.
(10) The liquidator shall include in the list of claims the information on the satisfaction/extinction of creditors’ claims.

[Art. 3811 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]
[Art.
3811 amended by the Law no.233 of 03.10.2016, in force on 04.10.2016]

Article 3812. Reporting. Completion of liquidation process

(1) After the distribution (liquidation) of all bank’s assets, the liquidator shall submit a report to the National Bank. The report shall contain information on the value and classes of satisfied and unsatisfied creditors’ claims, on realization of assets, on assets considered non-eligible or assets that have no value, and shall attach, where necessary, supporting documents and other required information. The liquidation balance sheet and other relevant documents of the bank shall be attached to the report.
(2) After the approval of the report, the National Bank and the liquidator shall be exempted from any obligation related to the bank’s liquidation.
(3) The liquidator shall submit to the state registration body the request to erase the bank from the state register of legal entities and shall carry out other actions required for this purpose, following the procedure established by the law.

Article 3813. Responsibility of the liquidator

(1) If the liquidator fails to comply with this Law, the National Bank shall remove him from this office.
(2) Illegal actions committed by the liquidator in the course of his duties shall entail contraventional or criminal liability, according to law.
(3) The disputes and litigations arising between the liquidator, the National Bank and other persons with regard to the bank’s liquidation shall be settled according to Article 38 paragraph (7).

Article 3814. Reopening the liquidation process

(1) If, after the approval of the liquidator’s report or erasure of the bank from the State Register of Legal Entities, some assets of the bank have been identified, the National Bank, at the request of creditors or ex officio, may decide to reopen the process of bank forced liquidation and, if necessary, may appoint a liquidator.
(2) The funds obtained from the liquidation (realization) of identified assets shall be used to satisfy the claims of the entitled creditors according to the procedure set forth in this Law.
(3) In case of appointment, the liquidator shall submit to the National Bank a report on the additionally liquidated (realized) assets and on the claims additionally satisfied.

Article 3815Liability for a bank’s insolvency

(1) If during the process of liquidation of the bank, there were identified individuals who would be imputable the occurrence of insolvency of the bank, at the request of the National Bank, the liquidator of the bank, any creditor or shareholder of the bank, the court may order that a part or all debt of the insolvent bank be borne by the bank's administrators, as they are defined under Art. 3, who held the respective positions during the 3 years preceding the process of initiation of liquidation of the bank, as well as any other persons including the shareholders and beneficial owners of the bank who have contributed to the occurrence of insolvency of the bank committing intentionally or by gross negligence one of the following actions:
a) use of assets or bank loans for personal interest;
b) conduct commercial activity for personal interest under the coverage of the bank;
c) fictitiously increase bank’s liabilities and / or misappropriate (concealment) a part of bank's assets;
d) acquiring funds for the bank at inflated prices;
e) run fictitious accounting or one that is contrary to the law, as well as contribute to the disappearance of accounting documents, documents of incorporation and the stamp;
f) order the bank to continue an activity that clearly leads to default;
g) order to pay a preferential creditor to the detriment of other creditors in the month preceding the termination of payment of pecuniary obligations;
h) failure to notify the National Bank according to Art. 38 paragraph (31);
i) grant loans in violation of prudential requirements set by the legislation in force, and in non-compliance with national regulations;
j) prepare financial statements and other accounting statements or reports in violation of regulatory provisions;
k) fail to identify and refer facts that led to fraud and mismanagement of the bank during internal audits, in violation of duties,
l) any other offense committed that contributed to the occurrence of insolvency at the bank.
m) performance or omission to perform maliciously or negligently, any action or fact related to the performance of their duties, which was necessary to identify the final beneficial owner of the bank, alone or acting in concert with other persons, controls a substantial share in the bank’s capital.
n) performance or omission to perform maliciously or negligently  any action or fact related to the performance of their duties, which was necessary to obtain from the direct or indirect holders, the beneficial owners or affiliated persons of the bank and from other persons affiliated to the bank, the information needed for their identification .
o) approval of any transaction with the persons mentioned at  letters m) and n) which led to the decrease in the bank capital below the levels set out in the normative acts of the National Bank.
(2) Application of para (1) provisions does not preclude the application of sanctions or criminal punishment for acts that constitute offenses or crimes by persons referred to in para (1). In this regard, the liquidator of the bank shall submit all documents to the prosecution to be examined in relation to the existence of grounds (facts) that could entail prosecution of that person. 
(3) In case of multiple subjects, liability of persons under para (1) is solidary, provided that the occurrence of insolvency is current or prior to the period during which they exercised their mandate or have held positions that could have caused the insolvency of the bank. The persons concerned may object to solidary liability to the management bodies of the bank, if they opposed to acts or facts that caused the insolvency or if they were absent from decision-making that caused insolvency and by doing so, showed their opposition to this decision after such decision was made.
(4) The measure provided in para (1) shall be prescribed for a period of 3 years from the date on which the person which caused the insolvency was known or ought to have been known, but not earlier 2 two years from the date of issuing the decision to initiate the liquidation process of a bank.
(5) In all cases, the application provided under par. (1) shall be subject to a court ruling which can be challenged by persons concerned.
(6) The person making the application under paragraph. (1) may request the court to establish precautionary measures on the property of individuals prosecuted under par. (1) - (3). The application to establish precautionary measures may be filed after filing the application under par. (1).
(7) The amounts collected under the provisions of par. (1) will form part of the bank’s insolvency estate and will be aimed at covering its liabilities.
(8) Enforcement against persons under par. (1) shall be carried out by a bailiff in line with the Enforcement Code.

 

 

Chapter VI2
VOLUNTARY LIQUIDATION OF THE BANK

Article 3816. Conditions of voluntary liquidation

(1) The liquidation of the bank based on the decision taken by the shareholders (voluntary liquidation) shall be made under the procedure prescribed by the laws governing the liquidation of companies, taking into account the provisions of this Law.
(2) The decision on voluntary liquidation of the bank may be taken by the general meeting of shareholders only if the bank is not insolvent. The decision of the general meeting of shareholders shall be adopted by the vote of at least two thirds of the total number of votes of the shareholders present at the meeting.
(3) In case of approval of the decision on voluntary liquidation, the bank shall request the National Bank to withdraw the license and issue the permission for voluntary liquidation. The request shall be submitted to the National Bank within 5 days from the date of adoption of such decision by the general meeting of shareholders. To the request shall be attached the decision on voluntary liquidation, the liquidation plan approved by the general meeting of shareholders, that shall include the liquidation phases, procedure and terms of satisfying the creditors’ claims, the balance sheet that confirms the sufficiency of funds to satisfy the claims, information on the composition of the liquidation commission (appointed liquidator) and other necessary data.
(4) The National Bank shall examine the request within 2 months from the date of submission of the required documents and shall issue the permission for voluntary liquidation if it establishes that:
a) the decision on voluntary liquidation of the bank was taken according to the legislation;
b) the bank is solvent and may execute without delay the obligations to creditors;
c) documents submitted contain complete and sufficient information;
d) the proposed plan of liquidation is in the interests of bank creditors;
e) the bank has submitted within the established time limit additional documents requested by the National Bank, needed to determine whether the conditions for issuing the permission are met.
(5) Upon issuance of permission for voluntary liquidation, the National Bank shall withdraw the license of the bank.

Article 3817. Voluntary liquidation procedure

(1) After the withdrawal of the license and the issuance of the permission for voluntary liquidation, the liquidation commission (liquidator) shall take over all powers to administrate the patrimony and the operations of the bank.
(2) The liquidation commission (liquidator) shall:
a) Submit to the state body of registration, within 5 days from the date of withdrawal of license, the application for liquidation of the bank, attaching the necessary documents, including the act of license withdrawal and the permission on the voluntary liquidation of the bank;
b) publish notices regarding the liquidation;
c) conduct an inventory of assets, a valuation of assets, satisfy claims of creditors, and shall take other necessary measures for the liquidation of the bank.
(3) The creditors’ claims shall be satisfied in the order of priority of claims classes as follows:
a) expenses related to liquidation;
b) the bank employees' salaries for the period up to 3 months preceding the decision on liquidation, annuities, compensations for damage caused by mutilation or by another injury to health or by death;
c) personal deposits;
d) loans granted to the bank, unsecured by collateral;
e) deposits of legal entities and of individual enterprises;
f) claims referred to in Article 3811 paragraph (3) letters f) and g), in the appropriate order.
(4) The liquidation commission (liquidator) shall submit to the National Bank the liquidation balance sheet within 5 days from the date of its completion.
(5) The voluntary liquidation of the bank shall not prevent the initiation of forced liquidation of it if, during the voluntary liquidation process, it is found that the bank is insolvent
(6) If it is found that the bank is insolvent, the liquidation commission (liquidator) shall immediately notify the National Bank in order to initiate the process of forced liquidation and shall submit the report and documents certifying the financial situation of the bank.
(7) Within 15 days, the National Bank shall examine the documents submitted under paragraph (6) and, if one of the grounds referred to in paragraph Article 38 paragraph (3) is met, the National Bank shall take the decision stating the insolvency of the bank and shall initiate the process of its forced liquidation.

[Art.3817 amended by the Law no.58 of 06.04.2017, in force on 14.04.2017]

 

CHAPTER VII
LIQUIDATION

[Chapter VII (Articles 39-51) excluded by the Law no.623-XV of 09.11.2001, the other articles have been renumbered]

 

CHAPTER VII
FINAL AND TRANSITIONAL PROVISIONS

 

Article 39. Transitional provisions

(1) Financial institutions that operate as banks at the time that this Law becomes effective shall be deemed to possess a license pursuant to the provisions of this Law.
(2) Applications for bank licenses that are pending on the effective date of this Law shall be returned to the applicants. The applicants shall submit new applications in accordance with the provisions of this Law.
(3) If the organization, administration, financial situation and operations of the financial institutions do not comply with the requirements of this Law and regulations issued by the National Bank, the financial institutions shall comply with such requirements within the time limit established by the National Bank by regulation or order, but no later than July 1st, 1996.

Article 40. Supervision and regulation of the financial institutions

For the purpose of supervision and regulation of the activity of financial institutions, the National Bank shall be entitled to issue regulations, to conduct inspections of such institutions, to examine their registers, accounts, and other documents, and to take any other action to give effect to the provisions of this Law.

Article 41. Regulations of the National Bank

All regulations issued by the National Bank pursuant to this Law shall be published in the Official Monitor of the Republic of Moldova and shall take effect on the date of such publication or on the date specified in regulations, provided the financial institutions are informed.

Article 42. Dispute settlement

The disputes arising between banks, banks and other persons, as well as between the National Bank and banks shall be settled by the competent court as prescribed by the legislation.

Article 43. Final provisions

(1) This Law shall take effect on the date of its publication.
(2) By derogation from the provisions of Article 39 paragraph (3), the provisions of Article 38 paragraphs (3) and (4) shall enter into force on January 1, 1996.
(3) Within one month, the Government shall bring its normative acts in accordance with this Law.
(4) As of the date this Law takes effect, the following documents shall be abrogated:
- The Law no. 601-XII of June 12, 1991 on banks and banking activity;
- Parliament decree no.602-XII of June 12, 1991 on the implementation of the law on banks and banking activity;
- The Law no. 810-XII of December 18, 1991 on completion of the Law on banks and banking activity;
- Parliament decree no. 811-XII of December 18, 1991 on implementation of the Law on completion of the Law on banks and banking activity;
- The Law no. 1233-XII of December 15, 1992 on the amendment and completion of the Law on banks and banking activity;
- The Law no. 166-XIII of July 1, 1994 on the amendment and completion of the Law on banks and banking activity;
- Parliament decree no. 167-XIII of July 1, 1994 on the implementation of the Law on the amendment and completion of the Law on banks and banking activity;
- The Law no. 419-XIII of March 29, 1995 on the completion of Article 22 of the Law on banks and banking activity;
(5) It is suggested to the President of the Republic of Moldova to abrogate the Decree no. 36-p of April 25, 1995 on promulgation of the Law on the completion of the Article 22 of the Law on banks and banking activity of April 25, 1995.

 

CHAIRMAN OF THE PARLIAMENT

 

PETRU LUCINSCHI
Chisinau, July 21, 1995
No. 550-XIII