Law on Securities Market

SECTION I. GENERAL PROVISIONS

Chapter 1. Relations Governed by this Law

Article 1. Object and subjects of the Law
(1) This Law shall govern relations arising from the issuance and circulation of securities within the territory of the country, establish general provisions on activity in the securities markets, measures for protection of investors’ interests, and liability for violations in the securities markets.
(2) Subjects of the present Law are:
(a) National Commission of Financial Market, here-and-after referred to as the National Commission, which is an autonomous authority of the central public administration which activates according to Law on National Commission of Financial Market, regulates and authorizes the activity of professional participants to non-banking financial market, supervises observance of legislation by them, as well is authorized to administrate the securities market and to implement the present Law;
(b) issuers, participants, including professional participants of the securities market.

Article 2. Application field of the Law
(1) This Law shall apply to securities that have all of the following distinctive characteristics:
a) are issued for placement;
b) belong to a certain class;
c) grant equal rights within a single class, irrespective of the security issue and manner of their acquisition; and
d) circulate in the securities markets pursuant to stipulations of the present Law.
(2) The present Law does not regulate securities issued by the National Bank of Moldova and banks which are instruments of monetary market, such as bank deposit certificates and bills of exchange, as well as bills of exchange which are issued in the conditions of Law on bills of exchange.
Terms and manner of issuance and circulation of securities, which are issued by banks and are instruments of monetary market, are regulated by the National Bank of Moldova in cooperation with the National Commission.
 Terms and manner of issuance and circulation of securities (debts) issued by the National Bank of Moldova, are regulated by it.
(3) Issuance, placement, and circulation of state securities are regulated by the Law on state debt and state guarantees and state re-credit (nr. 419-XVI of 22 December 2006) and other normative acts adopted with the aim of implementing the Law. The present Law regulates the circulation on the stock exchange of state securities with a maturity term longer than one year.

Article 3. Main Definitions
For the purposes of this Law, the following terms shall be used:
Exchange activity in the securities markets (hereinafter -  exchange activity) is an organized activity of the securities markets, carried by professional participants to securities markets,  directed towards the creation of infrastructure and providing services which directly contribute to performing the civil and legal transactions in securities among the securities market participants.
Trust management is the activity undertaken by fiduciary manager professional participant on the securities market in compliance with the agreement of fiduciary management of the following patrimony transferred to it:
a) securities;
b) cash designated for investment in securities; and
c) securities and cash generated in the process of fiduciary management of securities.
Brokerage activity is the activity of buy-sell of securities, carried out by the professional participant on the securities market as a trustee or a commissioner, acting under a trust agreement or a commission agreement, and under a proxy for engaging in such transactions in the event that no reference to the powers of the trustee or commissioner are made in the agreement.    Clearing and settlement activity is activity undertaken by professional participant on the securities market, that is, collection, checking, and rectification of information on buy-sell securities transactions and preparing the documentation for transactions execution, redemption of mutual obligations of the professional participant on the securities market in the frame of settlement with traded securities, as well as settlement execution by cash transfer and delivery of securities.
Dealer activity is activity of purchasing securities, undertaken by professional participant on the securities market, on one's own behalf and at one's expense for their further resale for profit-generating purposes.
Depository activity is activity of providing services on safekeeping of security and/or evidence of depositors' rights to securities, undertaken by professional participant on the securities market.
Maintenance of nominative securities owners registry activity (hereinafter referred to as registry maintenance activity) is activity of collection, registration, processing and storage of data in order of formation and functioning the system of maintenance of the registry of nominative securities owners, as well as submission of data of the registry of nominative securities owners, carried out by professional participant on the securities market.
Underwriting activity is activity of mediation upon issuance, carried out by professional participant on the securities market on behalf of an issuer, in order of promoting the initial public offering and placement of issuer's securities.
Cancellation of securities is a set of the issuer's actions on redemption and/or destruction of securities in compliance with rules established in this Law and other normative acts.
Securities circulation is a process of transfer and registration of the ownership right in the securities which results from the conclusion of a transaction of their buy-sale, exchange, gifting, inheritance, loan, and other civil transactions.
Class of securities is the aggregate of securities of one issuer and of one type providing equal amount of rights to their owners and having the same distinguishing characteristics. All securities of one class irrespective of their issue shall have one state registration number.
Securities consolidation is the restructuring of a previous issuance (issuances) of one type securities of an issuer, being into circulation, carried out by replacement of all the securities of a given class with a smaller number of securities with a pro rata decrease in the number of all owners' securities. If securities have a nominal value, its proportional increase shall ensue from the consolidation.
Consulting is the activity of providing auxiliary consult services by professional participant on the securities market to the clients in the field of the licensed activity.
Investment consulting is the activity carried out by professional participant on the securities market with regard to the personal recommendation given to a client related with one or more securities transactions.
Modal-contract - modal of contract approved by the National Commission for basic services provided to the securities market participants. Terms of the contract are compulsory for contract parties and may be added other terms, which do not contradict the stipulated rules;
Securities conversion is withdrawal from the circulation and cancellation by an issuer of all the securities of one class by exchanging them for securities of another class of the issuer in question (provided this is stipulated in the decision on issuance of the securities) or against other issuer's securities (in the event of the issuer reorganization).
Depositor - a person who benefits from depository services;
Central Depository of securities (here-and-after referred to as the Central Depository) is professional participant on securities market which provide services of evidence of depositors' rights to securities, clearing and settlement of the executed transactions on the exchange market.
Holder of substantial share is natural person, legal person, group of affiliated persons and/or group of persons acting jointly, which own directly o indirectly a share at least 5 percent of the statutory capital of an issuer or of its securities with voting right.
Securities holder is a person which holds securities in the base of property right (owner) or in base agreement (nominal holder).
Nominal holder of securities (here-and-after referred to as the nominal holder) - professional participant on securities market, which holds, on its name, securities at request of the securities owner or other nominal holders, not being the owner of the given securities;
Information disclosure in the securities market (here-and-after — disclosure) is ensuring access to this information for all interested persons pursuant to a procedure which guarantees obtaining the information regardless of one's purposes.
Transfer instruction is an instruction of a registered person or another person stipulated in the legislation on transferring the property right over securities to other person(s) in the event of buy - sale, donation, securities inheritance, and other cases provided by legislation.
Securities issuance is the issuer’s amount of securities of one class and has the same initial and final term of placement; the actions established by this Law that the issuer undertakes with the aim of placing the securities.
Closed issuance of securities - securities placement of the additional issuance between company shareholders and/or at a closed quarters of persons, approved by the general meeting of shareholders.   
Issuer is a legal person or an authority of the public administration which issues securities and bears on its behalf obligations to the security owners with regard to exercise of the rights certified by the securities.
Extract from a registry of nominative securities holders (here-and-after referred to as a registry extract) is a document issued by a registry keeper to a registered person or a person acting on behalf of a registered person, and which contains information on securities registered as of the day of issuing the registry extract.
Split of securities is the restructuring of a previous issuance (issuances) of certain class of securities of an issuer, being into circulation, carried out by replacement of all the securities of a given class with a bigger number of securities with a pro rata increase in the number of all owners' securities. If securities have a nominal value their split shall be accompanied by its proportional decrease.
Privileged information is information of a precise nature which was not publicly disclosed, which refers directly or indirectly to one or more issuers or to one or more securities and which, it would be publicly disclosed, could affect the securities price or the price of the derivative securities to which are related with. 
Insider is any person that has access to the issuer's privileged information.
Market maker is professional participant on securities market which carries its activity upon the base license of dealer and which has the liability, pursuant to the agreement concluded with the securities issuer or with the exchange or in other cases established by the legislation, to maintain quotations on a exchange market for a class of securities.  
Manipulation on the securities markets - actions or operations with securities carried out using erroneous methods, means and information with an aim of maintaining, increasing, lowering, or destabilizing the market price of securities.
State registration number is a letter-and-digit code that identifies a specific class of securities and is assigned by the National Commission in the manner established thereby.
Public offering of securities in primary market – a communication, carried out independently by the issuer or by intermediaries under any manner and means which submits sufficient information on offer terms and on offered securities upon subscription, and on the condition to have equal opportunities to receive it by the undetermined persons however by the offerer.     
Public offering of securities in secondary market - a mandatory offer in cases provided by the legislation or voluntary, made by a person (here-and-after - offerer) regarding the purchase(public offering for purchase) or sale (public offering for sale) of a  package of shares with voting rights, broadcasted  through media and/or mail.
Public takeover bids - public offering in secondary market addressed to holders of securities with voting right of a company, for the purchase of all these securities or one part of them, indifferently if the offer is mandatory or voluntary, on the condition that it has the aim of taking-over more than 50 percent from the total shares with voting right.
Self-regulatory organization of professional participants in the securities market activity (here-and-after - self-regulatory organization) is a voluntary association of professional securities market participants operating in compliance with the principles of a non-profit organization, in compliance with the present law and other legislative acts.
Central Depository participant is broker, dealer, depositor of investment funds and other legal persons which in compliance with Central Depository rules are entitled to become its participants. Professional participants on securities market are the legal persons established in a legal form of organization of joint stock companies which exclusively carry out professional activities in the securities market in compliance with the Article 32.
Registered person is holder of a nominative securities registered in the registry of nominative securities holders.
Persons affiliated to a legal entity:
a) the single-member executive body, members of the collegial executive body, as well as officials of the executive bodies of the legal entity concerned;
b) members of the Observatory Council, Board of Directors, as well as  members of Auditing Commission of the legal entity concerned;
c) other officials of the legal entity concerned;
d) natural or legal entity which has, individually or together with its affiliated persons, a controlling position in the capital structure of the legal entity concerned;
e) enterprise, in which capital structure the legal entity concerned or its affiliated persons have, individually or conjunctively, a controlling position;
f) natural or legal entity acting on its behalf or on behalf of the legal entity concerned;
g) natural or legal entity on whose behalf the legal entity concerned is acting;
h) natural or legal entity acting together with the legal entity concerned;
i) legal entity which, together with the legal entity concerned, are under the control of a third person;
j) persons affiliated to the persons mentioned at subparagraphs a)-i) above;
k) person whose affiliation is proved by the National Commission or a court.
Persons affiliated to a natural person:
a) kin of 1st and 2nd degree of the natural person concerned;
b) enterprise in which capital the natural person concerned, as well as its affiliated persons, hold, individually or conjunctively, a controlling position;
c) natural or legal entity acting on its behalf or on behalf of the individual concerned;
d) natural or legal entity on whose behalf the natural person concerned is acting;
e) person whose affiliation is proved by the National Commission or a court.
Securities market - market where issuance and circulation of securities takes place;
Primary securities market is a market where issuance of securities takes place.
Secondary securities market is a market at which securities circulate.
Exchange securities market is securities circulation on the stock exchange in the conditions of present Law.
Off-exchange securities market is securities circulation on over the counter exchange in the conditions of present Law.
Placement of securities is the alienation of securities by the issuer to subscribers.
Control is ability to have a decisive influence on the decisions of a certain natural or a legal entity. Any person owning at least 25 percent of the voting shares (stake) of a company is considered to be the person controlling this company unless the named person proves otherwise. Any person who owns less than 25 percent of the voting shares (stakes) of the company is considered to be a person not controlling the enterprise unless the National Commission or court proves otherwise.
The principle of applying all possible efforts is the principle of providing underwriting services pursuant to which the underwriter undertakes all the possible measures for the securities placement without engaging itself in order to ensure the placement of a certain number of securities.
The principle of firm responsibility is the principle of providing underwriting services pursuant to which the underwriter subscribes all the quantity of securities proposed for placement by the issuer, with its father commercialization on the secondary market or until the date indicated in the public offering prospectus and in the agreement, places issued securities on the primary market, engaging itself to subscribe all unplaced securities to the third persons. 
Public offering prospectus is an issuer's or offerer’s document enabling an investor to obtain the information necessary for making a decision on purchase or sale of issuer's securities placed by means of public offering in the primary market or are offered by the offerer on the secondary market.
Moldovan depository receipt is a derivative security issued by an issuer registered in the Republic of Moldova and certifying the ownership right of its owner in one or several foreign securities.
State securities registry is a registry of securities to which a state registration number is assigned, is maintained by the National Commission pursuant its established manner;
Registry of nominative securities holders (here-and-after — registry) is a registry of which subject of registration are the data on nominative securities holders of a given class of securities of an issuer.
Issuance(-s) restructure  of securities is the modification of the number of shares and/or the nominal value of all securities of a certain class being in circulation, and/or the amount of the statutory capital, which depending of the case, could be accompanied by the consolidation or split of the securities of the given class. 
Registry maintenance system is automatic recording system of nominative securities holders issued in compliance with the legislation on joint stock companies and securities market. The system of registry maintenance ensures:
a) description of securities class for which the registry is maintained, the evidence of the balance of the  placed securities (being into circulation, treasury);
b) opening the issuer’s account for the issued securities;
c) opening the personal account for each securities holder;
d) identification and modification of registered personal requisites;
e) registration of placed securities in the personal accounts of the subscribers, registration of exclusion from circulation the placed securities.
f) registration of the securities transfer between the personal accounts;
g) registration of restraints and facts of encumbering with obligations of securities;
h) registration of issuer’s operations with placed securities (conversion, split, consolidation of securities);
i) cancellation of securities from the registered personal accounts and the closing of issuer account;
j) issuance of the extracts from the registry, lists, reports and other information which submission is provided by the legislation or by the concluded agreement with the issuer.
Type of securities is the aggregate of securities which give to a person the same proprietary and non-proprietary rights.
Direct transfer of ownership upon securities is transfer of ownership right as a result of execution of civil transactions with securities off exchange, carried out directly by the registry keeper in the cases provided by the present Law.
Transactions in auction regime are transactions of securities buy-sale, registered on stock exchange in the base department, buy-sale transactions of a unique shareholding, transactions executed as a result of carrying out of public offers on the secondary market, auctions organized by public authorities on the stock exchange, as well as any other transactions executed as a result of carrying out of the auctions on exchange market.
Securities are financial instruments certifying the proprietary and related thereto personal non-proprietary rights of one person with respect to another which may not be exercised or delegated without presentation of a specified document or without having an appropriate entry in the registry of nominative securities holders or in the records of a nominal holder of the securities.
Securities market value is average price registered within the transactions carried out in auction regime on exchange market over the last six months in the volumes established in the Article 21 paragraph (42).
Derivative securities are securities the price of which depends on the price of other securities. Issuance and circulation of derivative securities is regulated by the normative acts of the National Commission and Stock Exchange.
Government securities are financial instruments issued in the form of loan agreement in the national or other legal currency concluded between the Republic of Moldova acting as a borrower and physical persons or legal entities acting as a lender.
Materialized securities are financial instruments existing in the form of security certificates. The materialized securities owner is identified by presentation of a duly drawn-up security certificate, or on the basis of an entry in the records of a nominal holder in the event that the securities are transferred to the latter.
Dematerialized nominative securities are financial instruments existing in the form of an entry in accounts. The owner of dematerialized nominative securities shall be identified on the basis of an entry in the registry of the holders of such securities, or in the records of a nominal holder in the event that the securities are transferred to the latter.
Nominative securities are financial instruments which contain the name (title) of their owner.
Foreign securities are financial instruments registered in foreign states of the issuers registered in the respective states.

SECTION II. SECURITIES

Chapter 2. General Provisions


Article 4. Form of Securities
(1) Securities shall be issued in the following forms:
a) materialized nominative securities;
c) dematerialized nominative securities.
(2) Securities of joint-stock companies and derivatives there from can be only nominative ones.
(3) Securities of one class shall be issued in one form.
(4) The form of securities shall be decided by the issuer and specified in the decision on the securities issuance, adopted by the authorized management body of the issuer and in the cases envisioned in the legislation, also in the public offering prospectus and/or in the statutory documents of the issuer.
(5) The form of securities can be changed as decided by issuer's management body which passed the resolution on the securities issuance, and it can be done only with consent of majority of the holders of the securities of this class and only after the registration of this decision with the National Commission.

Article 5. Materialized Securities
(1) Materialized securities shall be released into circulation in the form of certificates which confirms the rights given by securities.
(2) A security certificate shall contain the following:
a) identification data of the issuer;
b) type and class of securities certified by the respective certificate;
c) state registration number;
d) the number of securities, certified by the respective certificate ;
e) name, surname (name) of the securities owner (for the certificates of nominative securities);
f) the issuer's obligation to ensure the owner's rights of securities;
h) certificate ordinal number;
j) issuer's stamp;
k) signatures (facsimiles of the signatures) of the issuers' executive body and the signature of the person who has issued the certificate; and
l) other information envisioned by the legislation for a specific type of securities.
(3) One certificate can certify the property right in one, several or all the materialized securities of one class. One materialized security can be certified by one certificate only.
(4) The total number of securities specified in all the certificates released into circulation by the issuer shall not exceed the number of securities specified in the decision on the securities issuance.
(5) The issuer shall be held responsible for inconsistency of the information contained in the securities certificate with the information specified in the decision on the securities issuance as set forth in the legislation.
(6) Materialized securities must include at least 10 levels of adulteration protection, certified by the Central Laboratory of Scientific Research in Legal Expertise within the Ministry of Justice.

Article 6. Dematerialized nominative securities
(1) Dematerialized nominative securities are issued in the form of entries on personal accounts of registered persons, including on mediums.
(2) For dematerialized nominative securities the documents, which confirm their right, certified by securities is the decision on the securities issuance and extract from a registry.

Article 7. Registry
(1) Issuer of nominal securities shall ensure the maintenance of the registry of the owners of such securities from the day of the securities placement opening, and in the event of the nominal securities issuance in the process of the issuer foundation, in a 15-day term from the day of state registration of securities placed upon the founding the joint stock company.
(2) Issuers with more than 50 registered holders registered in the registry of securities holders of a certain class shall delegate the maintenance of the registry to an independent registrar by entering into an appropriate agreement therewith.
(3) The fact that the registry is maintained by an independent registrar does not relieve the issuer from the responsibility for its maintenance.
(4) The issuer is prohibited to entrust the registry maintenance to several independent registrars at a time.
(5) Changes in the registry reflecting the transfer of ownership rights in securities shall be entered by the registry keeper, in a 3-day term, on the basis of a transfer instruction, which template shall be approved by the National Commission, as well as on the basis of a final judgment of a court regarding the transfer of the ownership rights, which will be presented to the registry keeper. In the event of transfer of ownership rights in materialized securities, a security certificate shall be also presented.
(6) Refusal of the registry keeper to make entries in the registry or evasion from making such entries can be appealed against in the court, and refusal or avoidance of making the entries in the registry, on the basis of a final judgment of a court or of a protocol of a officer of the court regarding the distraint upon Securities shall trigger the liability of the registry keeper according to the legislation in force.
(7) At the first request the registry keeper shall provide the following:
a) to the registered person or the person acting on its behalf  - an excerpt from a registry;
b) to a registered person or person acting on behalf of it and holds at least 25% securities - data on name (names) and addresses of persons registered in the registry for the class of securities they belong to. This data is presented pursuant to a written request and exclusively with the aim of convening general shareholders meeting or securities holders meeting of a specific class.
c) to other persons – data mentioned at subparagraph b) with the aim of making a public offer on secondary market.
(8) Extract from a registry shall be issued by a registry keeper:
a) gratis — when introducing amendments in the registry, in the manner set forth by this Law; and
b) for a fee — in other cases.
(9) Extract from a registry shall be issued to the registered person in the event of reregistering the ownership rights in securities or at the request of the registered person within three days.
(10) A registry extract is not a security and its transfer from one person to another does not entail the transfer of ownership rights in securities.
(11) Losses caused by improper use of data specified in paragraph 7(b) shall be reimbursed for in the manner stipulated by the law by a person to which the data was provided by the registry keeper.
(12) A legal action for damage reimbursement can be brought against a person who has violated the maintenance procedure of the registry, the procedure of drawing up and submitting the reports (to the issuer, an independent registrar, or a nominal holder), including for lost profit resulting from impossibility to exercise the rights certified by the securities.
(13) The information from the registry shall be issued free of charge by the registry keeper to the Court Enforcement Department, at its request, in a 3- working days term.
(14) Requirements to the registry and the registry maintenance shall be set forth by the National Commission in compliance with the legislation.

Article 8. Nominal Holder
(1) A depository (with the securities of its depositors), a broker and a trust manager can act as a nominal holder.
(2) Data on the nominal holder and the securities held thereby and about encumbering securities with liabilities shall be entered by the registry keeper into the registry upon the instruction of the securities owner.
(3) Entering data on the nominal holder into the registry and re-registration of securities in the name of the nominal holder does not entail the transfer of ownership rights in securities.
(4) A nominal holder shall:
a) keep a registry of the holders of securities of its clients according to the requirements established by the present law and the normative acts of the National Commission;
b) pursuant to the contracts concluded with its clients:
- undertake necessary actions with the aim to ensure receiving by the clients of payments attached to the securities;
- carry out transactions with securities exclusively at the request of the clients;
- provide securities book-keeping;
- preserve its clients' interests.
(5) The nominal holder shall keep the registry of the holders of securities of its clients pursuant to the license granting it the quality of nominal holder. The maintenance system of this registry shall ensure:
a) description of the securities class wherefore is maintained the registry;
b) opening of a personal account for each securities holder;
c) registration of the  securities transfer  between personal accounts;
d) registration of the restrictions and facts of encumbering securities with liabilities; 
e) registration of operations of the issuer placed securities ( securities conversion, split, consolidation);
f) issuance of the extract from the registry, lists, reports and other information which presentation is provided by the legislation or by agreement concluded with the client.
(6) The nominal holder is entitled to exercise the rights certified by a security only if it was authorized to do so by its owner.
(7) The securities of the nominal holder's clients may not be subject to the claims on the nominal holder's liabilities.
(8) Securities transactions between the clients of the same nominal holder shall not be reflected by a registry keeper or another nominal holder the client of which the former nominal holder is.

(10)The nominal holder shall submit to the issuer or the registry keeper the information on the securities included in his registry, indicating the data on the owners of securities and the number of securities owned by them, as well as other information, according to the legislation in force, in the following cases:
a) upon the development by the issuer of specialized reports;
b) upon the development of the list of persons entitled to participate in the general meeting of shareholders, as well as;
c) other cases, when in order to carry out certain acts, according to the requirements of the legislation in force, the information on the securities owners is needed.
11) The nominal holder shall inform the person who maintain the registry of the holders of securities about all changes following the carried out transactions for the changes entering in the list of shareholders with participation right at the meeting at least one day before the general shareholders meeting is held.  

Chapter 3. Issuance of Securities


Article 9. Stages of Securities Issuance
(1) Issuance of securities can be carried out by means of public offering on primary market (public issuance) or without it (closed issuance).
(2) Public issuance of securities shall include the following stages:
a) the issuer makes a decision on securities issuance;
a1) the issuer and the underwriter conclude the agreement on underwriting services providing, in the event of securities placement by the underwriter;
b) the issuer prepares and approves the public offering prospectus;
c) in the event of the first public issuance of nominative securities — the agreement on registry maintenance is concluded by the issuer and an independent registrar;
d) registration of the public offering of securities at the National Commission and a state registration number shall be assigned  to securities;
e) issuer's opening of a temporary account of national currency for the funds generated as a result of securities placement;
f) multiplication of the public offering prospectus, as well as manufacturing of securities certificates — for the issuers which issue materialized securities;
g) disclosure of information contained in the public offering prospectus as set forth in this Law;
h) placement of securities;
i) issuer's adoption of the report on the results of the issuance and qualification of the respective issuance as valid or invalid;
j) registration of the report on the results of the issuance at the National Commission;
k) entering in the charter of the amendments and additions related to the results of the issuance (in the event of  shares issuance);
l) closure of the temporary account and transfer of the funds from the respective account to the current account of the issuer in the event that the National Commission registered the report on the results of the public issuance of securities.
m) entering the information on the holders of securities into the registry, issuance of certificates (in the event that materialized securities are issued) or extracts from the registries (in the event that dematerialized securities are issued) to the subscribers of securities;
(3) Closed issuance of securities shall consist of the following stages:
a) the issuer makes a decision on the issuance of securities;
b) placement of securities;
c) approval by the issuer of the report on issuance results and qualification of the issuance as implemented or non-implemented;
d) registration at the National Commission of the issuance, carried out pursuant to the provisions of established in Articles 14, 15 and 18, excepting the requirements regarding the development, registration and publication of the public offer prospectus on primary market;
e) operation of modifications in the issuer's Charter and completing determined by the result of the issuance;
f) entering of data on securities holders in the registry and extracts issuance from the registry.
(4) A state registration number shall be assigned to securities placed under closed issuance as set forth by the National Commission.
(5) An issuer is obliged to terminate placement of the securities issued thereby a year following the beginning of their placement, unless a shorter period of time is set forth in the legislation, in the public offering prospectus (for public issuance), or decision on the issuance (for closed issuance).
(6) Payment in installments for securities during their placement is prohibited.
(7) The number of securities being placed shall not exceed the number specified in the public offering prospectus (for public issuance) or in the decision on issuance of these securities (for closed issuance).
(8) In the event that a smaller number of securities were placed that the one stipulated by the issuer’s decision on securities issuance and /or in the public offering prospectus, the issuer may consider the issuance as invalid.  
(9) The issuer is entitled to terminate the issuance ahead of time in the following cases:
a) complete placement of securities;
b) issuer's decision to refuse to complete the issuance and to reimburse the investors founds which were deposited in payment account  for securities – in the event that the option to make such decision is stipulated in the public offering prospectus (for public issuance) or in the decision on the securities issuance (for closed issuance).
(10) In the event securities issuance is suspended due to a violation of the stipulations of the present article, its renewal is made pursuant to the National Commission resolution, after violations are recovered. In this case, term of securities placement, stipulated by a public offering prospectus (for public issuance) or by resolution on securities issuance (for closed issuance), is not prolonged.
(11) In the event that the securities issuance was qualified as non-implemented or invalid, the resources received by the issuer as a result of subscription or placement of securities are to be returned to investors, and the materialized securities are to be returned to the issuer in order to be cancelled. At the same time, the issuer shall return to the investors the benefit gained as the result of using cash received in the process of subscription or placement of securities, or the lost income, if the issuance terms include such a stipulation.
(12) All expenses related to securities qualification as non-implemented or invalid and to repayment of cash to investors are beard by the issuer.
(13) The resources transferred to the issuer's temporary account can be used by issuer until the registration of the report on the results of the additional issuance only in the event that the bank shall assure the bonds guarantee of the issuer envisioned in paragraph (11).  
(14) In the event it is stated by the National Commission and/or by the court that securities issuance is implemented by violation of stipulations of the present article or used some manipulations, the issuer bears responsibility pursuant to the legislation.

Article 10. Decision on Securities Issuance
(1) The issuer shall make a separate decision on issuance for each securities issue of a given class.
(2) The decision on securities issuance shall contain:
a) issuer's identification data;
b) date and number of state registration of the issuer except for issuance of shares at the foundation of a joint-stock company;
c) date of the decision on securities issuance;
d) name of the issuer's authorized body that made the decision on securities issuance;
e) type of securities;
f) class of securities;
g) ordinal number of the securities issue of a given class;
h) number of securities in this issue;
i) total number of securities of a given class (the issue included);
j) form of securities, and in case of materialized form of the securities issue - description or a sample of the security certificate;
k) description of rights certified by the security of a given class and its other unique characteristics;
1) procedure for securities issuance (public or closed);
m) beginning and termination of placement of securities of the given issuance;
m1) securities payment forms of the given issuance;
n) signature of the issuer's manager, his name and position, the issuer's stamp;
(21) decision on bonds issue, additional on information mentioned in the paragraph (2),  shall contain:
a) data on the form assurance of issued bonds;
b) bonds interest and method of its determination;
c) manner and term of bonds interest payment;
d) term of bonds circulation;
e) manner of bonds purchase and repurchase until the expiry of circulation term;
(3) The issuer is not entitled to modify the decision on securities issuance, affecting the rights granted by one security set forth in this decision.

Article 11. Registration of the state securities
Each issuance of state securities is given a state registration number by the Ministry of Finance, pursuant to the relevant international standard. The National Bank of Moldova shall submit to the National Commission the information on the results of auctions for state securities with a maturity longer than one year.

Chapter 4. Public Offering of Securities on Primary Market


Article 12. General Provisions
(1) Public offering of securities is carried out both on securities primary market (public offering on primary market) and during the process of securities circulation (public offering in the secondary market).
(3) Conditions of securities issuance and circulation through public offering may not place some investors in advantageous position in comparison with the other investors.
(4) Provision of paragraph (3) shall not be applied in the event of:
a) the shareholders of the joint-stock companies are vested with a preemptive right to purchase securities of a new issue in the amount proportional to the number of shares they own as of the moment of making the decision on the issuance;
b) legislation or the issuer impose restrictions to securities subscription.
c) legislation impose restrictions to securities circulation.

Article 13. General Requirements to the Public Offering Prospectus on Primary Market.
(1) The form of the public offering prospectus on primary market shall be set by the National Commission. For banks and other financial institutions the public offering prospectus on primary market shall be set by the National Bank of Moldova in coordination with the National Commission.
(2) The public offering prospectus on primary market shall contain, in an accessible and easily analyzable form, all information that, in compliance with issuer’s specific character and with public offered securities, is necessary to allow investors to make a good assessment of assets and liabilities, financial standing, profit and losses, issuer’s and guarantors’ perspective, as well as rights afferent these securities, and namely:
a) general information about the issuer;
b) data on the financial standing of the issuer;
c) specification on the pending securities issue; and
d) investment declaration.
(3) General information about the issuer shall include:
a) identification data of the issuer;
b) legal form of the issuer;         
c) date and number of state registration of the issuer as a legal entity, name of the registering body;
d) specification of the management bodies structure of the issuer;
e) information on the members of the Company Council, executive body, Auditing Commission, and other similar management bodies of the issuer;
f) information on the persons who own at least 5 percent of the total number of the issuer's voting shares;
g) list and identification data of all branches and representative offices of the issuer;
h) list and identification data of all enterprises in which the issuer has at least 5 percent of the statutory capital.
(4) Information on financial standing of the issuer shall be certified by an independent auditor and shall include:
a) specifications on the statutory capital and net assets of the issuer;
b) financial report with all adequate attachments over the last three completed fiscal years, or for each complete fiscal year from the moment of establishment if this period of time is less than three years;
c) issuer's balance sheet as of the end of the last quarter before the decision on securities issuance is made;
d) size of the issuer's past due debt to creditors and arrears to the corresponding budget;
e) report on formation and uses of funds from the reserve fund over the last three years or for each completed year from the moment of issuer formation if the period of time is less than three years;
f) structure of state taxes, fees and duties paid by the issuer;
g) specification on previous security issues of the issuer;
h) information on the long-term economic agreements that can significantly affect financial standing of the issuer.
(5) Information on the envisaged issuance of securities shall contain:
a) general information on the envisaged issuance of securities;
b) description of rights certified by the security of the given class and its other unique characteristics;
c) opening and closing securities placement;
d) stipulation of prices and procedure for payment for securities;
e) stipulation of restrictions to securities purchase or indication that there are none;
f) stipulation of the procedure and terms of receiving dividend (on share issuance) or interest (on bonds issuance);
g) description of risk factors related to the issuer or the issued securities class;
h) information on underwriters of the issuer;
i) information on an independent registrar that maintains the registry.
(6) Investment declaration shall stipulate the areas of use of the mobilized funds by the issuer.
(61) In the event of bonds issuance, additional on provisions of the paragraph.(4) and (5) information on financial standing of the issuer shall contain the estimation results of the pledged goods in the purpose of ensuring the execution of insurer’s liabilities to bonds holder (in the event of bonds issuance insured with issuer’s goods) and information on envisaged issuance of bonds shall include:     
a) bonds interest and the method of its determination;
b) procedure of bonds insurance and pledged goods (in the event of insured bonds issuance);
c) procedure of bonds conversion (in the event of convertible bonds issuance);  
d) procedure and term of publication of conditions of subscription and financial reports of the issuer and guarantor, depending of the case, on the hole period of bonds circulation; 
e) procedure of bonds redemption;
f) specification of the events which can produce cancellation (annulment) of the subscription agreement on issuer’s initiative;   
g) specification of the issuer’s right to repurchase bonds ahead the term, as well as from the term of which the repurchase can be executed, or the remark on the lack of this right; 
h) specification of the bonds holder right to repurchase bonds ahead the term.
(62) The public offering prospectus on primary market shall contain, also, a summary in which will be briefly presented the main characteristics and risks afferent to the issuer, guarantor and securities in the language in which initially the prospectus was elaborated and it will contain the warring that any decision to invest in securities shall be based on investor’s examination of the prospectus as a hole. 
(63) In the public offering prospectus on primary market shall be clearly identified the responsible persons for the included information in the prospectus by indicating their name and position or in the case of legal persons - the name and their headquarters, as well it shall be included the declarations of these persons that the information of the prospectus corresponds with the facts and it was not missed out any information that can affect the investor’s decision regarding the investment in the proposed securities.
(7) The public offering prospectus on primary market shall be available at the issuer's legal address and at the selling sites of securities, being distributed by the issuer or its underwriter free of charge at the request of a potential buyer of securities. The prospectus can be published on the website of the issuer, underwriter, Stock Exchange and National Commission.

Article 14. Registration of Public Offering of Securities on Primary Market
(1) The procedure of public offering registration of securities on the primary market is established by the National Commission.
(2) For the purpose of registration of the public offering of securities on primary market the issuer shall submit to the National Commission the following documents:
a) registration application;
b) copies of the issuer's foundation documents with all the changes and amendments authorized in the established manner;
c) document evidencing the fact of state registration of the issuer;
d) minutes of the powered body which make the decision on the securities issuance, with the attachment of the respective decision;
e) public offering prospectus;
f) samples security certificates - for issuers issuing materialized securities;
g) permission of the authorized body - in cases stipulated by the anti-monopoly legislation;
h) permission of the National Bank of Moldova – in issuers’ case – financial  institutions;
h1) document which certifies the securities insurance (in the event of insured bonds issuance) or issuer’s proofs of correspondence of the established criteria (in the event of non-insured bonds issuance);
h2) confirmation of assumed liabilities by the underwriter in the purpose of insurance of the issuance results (in the event of services providing pursuant the principle of firm responsibility);
i) a copy of the agreement on the maintenance of registry, concluded with an independent registrar, in the event when the registry is maintained by an independent registrar;
j) copies of payment documents regarding the payment of fees and charges concerning the registration of public offering.
(3) The National Commission shall register the public offering of securities on primary market or make a motivated decision to decline registration not later than 30 days following the receipt of all the documents stipulated in paragraph (2).
(4) A state registration number shall be assigned to the class of securities at the registration of the public offering of the first issuance of securities of the class in question.
(5) After the examination of the request for the public offering of securities on primary market registration issued by a financial institution, the National Commission shall notify the National Bank of Moldova of a registration or a refusal to register the offering.
(6) The issuer of securities and its underwriter shall be held responsible for information provided in the public offering prospectus and other documents submitted for the public offering registration in compliance with the terms and conditions of the underwriting agreement.

Article 15. Grounds to Decline Public Offering of Securities on Primary Market Registration
(1) The following can serve as grounds to decline the public offering on primary market registration:
a) incompliance of the filed documents, information contained therein, or procedures of their approval with the requirements of the legislation;
b) the documents contain information which allows to conclude that the conditions of securities issuance and circulation contradict the legislation’s provisions;
c) including in the public offering prospectus, in the decision on issuance of securities or other documents serving as a ground to register the securities issuance false information or erroneous information.
(2) Refusal of the registration request of a public offering of securities on primary market for reasons of inexpediency shall not be permitted.
(3) A decision to decline the public offering on primary market registration shall be sent by the National Commission to the issuer within 5 days following the moment of the decision effectiveness with the grounds for the decline stated therein.
(4) The decision to refuse to register a public offering of securities on primary market can be appealed against in court.

Article 16. Introducing Amendments and Additions to the Public Offering on primary market Prospectus of Securities
(1)In the event that after the public offering on primary market prospectus of securities registration at the National Commission are determined errors and inaccuracies  contained in the prospectus and/or in the subscription period it was produced events which could effect the offering execution, the issuer is obliged to stipulate them into an appendix of the prospectus. The prospectus appendix in term of no more than 7 working days shall be registered and published in the same manner as the prospectus. In the event of necessity, the prospectus summary shall be also completed.
(2) The investor which has subscribed to the securities before the appendix publication of the public offering prospectus of securities on primary market has the right to retreat the subscription, the issuer being obliged to redeem the contribution and the benefit obtained as a result of use (deposition) of subscriber’s funds in term of 5 working days following the request was made.

Article 17. Specific Features of Executing the Public Offering of Securities on Primary Market
(1) The issuer is entitled to initiate the initial public offering of securities on primary market only after the registration of public offering of securities prospectus with the National Commission.
(2) Securities placement may be launched not earlier than 15 days after providing access to information included in public offering prospectus to all potential investors.
(3) Information on price of placed securities is distributed from the first day of securities placement.
(4) The public offering of securities on primary market may also be executed by the issuer’s underwriter on behalf of the issuer or by underwriter.

Article 18. Report on the Additional Issuance Results
(1) The issuer shall submit to the National Commission, within 15 days following the day of the securities placement end of the additional issuance, the following documents:
a) registration request of  report on the securities’ additional issuance results;
b) minutes of the issuer’s authorized management body which approved the report on the securities’ additional issuance results;
c) confirmation issued by the bank institution on deposition of subscribers’ money facilities in the securities payment account;
d) report on market value estimation of the non-monetary contributions, approved by the issuer’s authorized management body, and its delivery – reception document in the payment account of subscribed securities – in the event of  securities payment with non-monetary contributions;
e) documents that confirms the provenance of company’s debts, including the audit document of debts  – in the event of their conversion into additional issuance of shares;
f) confirmation of the Public Property Agency under The Ministry of Economy and Trade regarding the execution of the agreement provisions – in the event of securities issuance from the account of the investment capitalization executed by the persons which purchased block of shares in the  privatization process of public property;
g) list of subscribers on securities, approved by the issuer’s authorized management body, which contains subscribers’ identification data necessary for personal account opening in the securities holders registry, number of subscribed shares and amount of deposited contributions, in three copies;
h) copy of the financial report on the last reporting date of the issuer;
i) notice of the National Bank of Moldova on approval of securities’ additional issuance results –for commercial banks;
j) consent of the Public Property Agency under The Ministry of Economy and Trade, in the event that the State detains a share of at least 10 percent from the issuer’s statutory capital;
k) copies of payment instructions regarding the acquittal of payments and taxes concerning the report registration.
(2) The report on the securities additional issuance results shall contain data on the issuer’s authorized management body which approved the report, the term in which it was executed the securities subscription and the class characteristic, the amount of the subscribed securities from the number securities announced to be placed, contributions and the paid amounts by the subscribers in the subscribed securities accounts, the contributions amount directed on the  increase of the statutory capital and in the income account from the additional issuance (additional capital), the amount of the statutory capital following  the increase, as well data on holders who owns more than 5 percent from voting securities of the issuer until and after the additional issuance execution. 
(3) The issuer shall be held responsible in conformity with legislation for the veracity of data contained in the report.
(4) The National Commission shall review the report on the securities additional issuance results within 15 days, and in case there are no violations of legislation shall register it.
(5) In the event there are violations pointed out in implementation of securities additional issuance, the National Commission refuses to register the report and qualifies the issuance as non-valid. Within 15 days the National Commission publishes the resolution from the date of its adoption.

Article 181.  Specific Features of Executing Bonds Issuance
(1) Bonds can be issued by Joint Stock Companies, as well as by Central and Local Public Administration Authorities, in the events envisioned by legislation. Bonds issuance, circulation and redemption, issued by Central and Local Public Administration Authorities are regulated by normative acts of the National Commission elaborated together with authorized authorities.
(2)The issuer shall insure the bonds issuance, as well the afferent interest by pledging its own assets and/or third persons assets and/or bank guarantee and/or by fidejussion , and/or by insurance policy, except the cases of issuance of the convertible bonds into shares or meeting simultaneously by issuer of the following conditions:
a) issuer’s statutory capital value is more than 1 million lei;
b) issuer carries out the activity at least 3 years, and the last 2 years acquired a net profit; in the case of commercial banks – carrying out the activity at least one year and the year ending with a positive financial result;
c) within the last three years of issuance decision adoption, the issuer strictly observed the legislation provisions regarding the information disclosure and securities holders rights;
d) issuer has no cases of non-execution or non-observance of execution terms of its obligations to bonds holders previously placed.
(3) The insured bonds confers to its holder all rights came out from this insurance. The transfer of property right upon insured bonds by the new holder as result of its circulation on secondary market, it has as an effect the transfer of all property rights that rises from this insurance.
(4) If a third person is implicated in issuance insurance of bonds, the decision on bonds and public offering prospectus issuance shall be signed by the respective person.
(5)Bank guarantee, conferred in the purpose of rights insurance afferent the bonds, it can not be withdrawn or canceled.  The bank guarantee shall be valid until the issuer will honor its obligations of all debts afferent the bonds repurchase. In the event that the bank which offered the respective guarantee becomes insolvable, the issuer shall be liable, within 15 working days, to make measures in order to reimburse the guarantee of financial loan.          
(6) Fidejussor   shall be the legal person that on the whole execution period of the fidejussion agreement, complies with the requirements stipulated in paragraph (2), subparagraph a) and b), as well corresponds to the following criteria:
a) net assets value  (own capital) of the fidejussor shall not be lower than its statutory capital value;
b) net assets value  (own capital) of the fidejussor shall exceed the loan value upon bonds in question and others  fidejussor’s loans upon bonds of which guarantor it is.
Fidejussion agreement shall include information on fidejussor’ complying with the requirements stipulated in this paragraph and its engagement not to alienate the patrimony that is owned by him until the issuer will honor its obligations, in accordance with the loan conditions.
The National Commission is entitled to require from the issuer a conclusion of another fidejussion agreement, if the initial fidejussor does not meet any more requirements of this law, or that the issuer shall insure the loan in another manner envisioned by legislation.
(7) The Joint Stock Company is entitled to issue bonds convertible into shares if the company Charter or the decision of the general shareholders meeting contains such provisions.
(8) The decision on convertible bonds and public offering prospectus issuance shall provide the procedure and the period in which will take place the bonds conversion into shares of the issuer.
(9) The decision on convertible bonds issuance shall contain the mention on issuer right to issue shares in the period of bonds circulation.
(10) The market value of the pledged assets for the assurance of the issuer’s liabilities execution with regard to the bonds holders shall be determined by specialized company which is not affiliated to the company.
(11) The amount of bonds issuance, afferent interests and other expenses of the issuer related to the redemption of the debt of the bonds from the pledge account, shall not exceed 90 percent of the market value of the pledged assets.
(12) During the whole period of the bonds circulation, the formed pledge shall not be erased from the registry of pledge.
(13) The bonds placement shall be executed by concluding the subscription to bonds agreement between the issuer and the subscribers to bonds.
(14) The subscription to bonds agreement (hereinafter referred to as subscription agreement) shall include detailed information on rights and liabilities of the subscribers to bonds, as well those of their holders.
(15) The subscription agreement may be canceled (called-off) in the period of its validity:
a) on issuer’s initiative – in the case that intervene the events stipulated in the public offering prospectus;
b) on subscriber’s initiative to bonds– in the case of the events that affect the issuer’s financial-economic activity, pursuant the provisions of the article 54, paragraph (6);
c) on the National Commission or the court qualification of the issuance as invalid;
d) in other cases stipulated by the legislation or the subscription agreement.
(16) The subscription agreement is valid once with its signature until the entering of subscriber to bonds in the registry of bonds holders and its issuance of extract from the registry – in the case of dematerialized nominative bonds, or the extract from the registry and the bonds certificate – in the case of materialized bonds. From this moment the subscriber has all the rights of the bonds owner.
(17) The issuer shall undertake the necessary measures for registration of subscribers to bonds in the registry within 5 days following the issuance results registration at the National Commission.
(18) In the event of non-payment or incomplete payment, from issuer’s fault, of interest afferent to bonds or the nominal value on its redemption, the issuer is obliged to discharge to the bonds holder the amount of the debt and the penalty for each day of delay, calculated beginning from the base rate of the National Bank of Moldova on the execution date of the financial liability.
(19) The bonds redemption shall be carried out in the manner and in compliance with the conditions stipulated in the public offering prospectus.
(20) The bonds redemption shall be carried out through their repurchase by the issuer. The issuer is not entitled to reject the bonds holder request on the bonds repurchase if it acts in compliance with the conditions stipulated in the public offering prospectus.
(21) The issuer is obliged to repurchase bonds at least on their nominal value.
(22)  Once with the term expiration of bonds circulation, as it is provided in the bonds issuance decision and in the public offering prospectus of bonds, their circulation is suspended.
(23)The amounts afferent to the bonds redemption which were not received by the bonds holders are maintained on separate bank account of the issuer for the fulfillment of the legal requirements of the bonds holder. The funds from this account can not be used by the issuer in other purposes.
(24) In order to erase the bonds with expired term of circulation from the State registry of securities, the issuer shall submit for examination to National Commission, within 40 days following the expiry date of its redemption term, the following documents:
a) its confirmation regarding the execution of all obligations to bonds holders;
b) the extract from the issuer account of bonds opened in the registry of securities holders regarding the number of redeemed bonds (repurchased) on this account;
c) the balance of issued, redeemed and non-redeemed bonds;
d) its confirmation regarding the funds transfer on the opened banking account according to paragraph (23);
e) the list of bonds holders drawn up on the date of the expiry of term of bonds circulation;
f) the list of non-redeemed bonds holders, depending of the case.
The mentioned documents in the subparagraphs d) – f) are submitted by the issuer in the event that the bonds holders did not submitted and/or did not indicated to the issuer the manner of funds receiving afferent to the bonds redemption which they own.
(25) The right to submit a request of the forced execution of liabilities by the issuer to bonds holder raises in the event that within 30 days following the expiry of term of bonds circulation, the issuer did not meet its liabilities to bonds holder.
(26) The forced execution of issuer’s liabilities in the event mentioned in the paragraph (25), shall be carried out for all bonds holders pursuant to their list drawn up by the registry keeper on the date of the term expiry of bonds circulation.
(27)The manner of issuance, circulation and redemption of the bonds placed by Stock Joint Companies is established by the National Commission.
    
Article 19. Procedure of the Public Offering of Securities in the Secondary Market
(1) Public offerings of securities in the secondary market shall be made in the following conditions:
a) the initial public offering of these securities had been registered in the established manner;
b) the issue of these securities was deemed implemented;
c) the issue of these securities was not deemed invalid.

Article 20. Changes in Information about Securities Placed by means of the Public Offering in the Primary Market
If the issuer makes a decision which entails any changes in the information about securities the public offering in the primary market of which had been registered to the National Commission, the issuer shall submit this decision on registration within 5 working days following its adoption in the manner set forth by the National Commission.

Chapter 5.  Public Offering in the Secondary Market


Article 21. General Requirements to Public Offering in the Secondary Market
(1) A public offering prospectus in the secondary market shall contain:
a) identification data of the offerer;
b) date of making and the term of validity of the offer;
c) identification data of the issuer, of the which shares the offerer intends to purchase or to sell;
d) the amount and the type of the specified shares, offered purchase price or sale price;
e) the procedure for submitting by the security holders of their offers to sell the shares they own (in case of a public offering in the secondary market for purchase) or by potential investors of their offers to buy shares that belong to the offerer (in case of a public offering in the secondary market for sale), as well as the manner of revocation of such offers;
f) identification data of the registry keeper or of the  depository of the shares specified in the respective offer;
g) data on conditions and manner of execution of the commitments by the offerer with regard to the respective offer;
h) information on offer financing, including the date of transfer of the funds by the offerer on the broker’s account in order to honor the liabilities of the offer.    
i) other conditions which do not contradict the legislation.
(2) Proposals for sale of shares made by their holders, as well as the proposals for purchase made by applicants, are registered for free by the professional participant on the securities market which carries out a brokerage activity in the list of persons accepting the offer.
(3) The term of validity of a public offering in the secondary market shall be not less than 30 days but not more than 60 days.
(4) The purchase price of the shares specified in the public offering shall be at least equal with biggest price of the following prices: 
a) the biggest price paid by the offerer or by the its affiliated persons in the last 6 months of the previous date of submission to the National Commission of the registration request of the offer;
b) average purchase price registered within the transactions carried out to the auction over the last six months preceding the date of submission to the National Commission of the registration request of the offer;
(41) If not any of the provisions of the paragraph (4) can not be applied, the offered price shall be determined with taking into consideration at least two of the following criteria:
a) average transaction price of the shares over the last twelve months preceding the date of the offer announcement;
b) net assets value that comes to one share pursuant the last audited financial standing of the issuer;
c) estimative value of the shares, determined by an estimation company of securities and their assets, which is not affiliated to the issuer and to the offerer.
The manner of criteria use on price determination is set up by the National Commission.
(42) With regard to cases provided in paragraph (4) and paragraph (41) subparagraph a), the price shall be taken into calculation depending on the number of securities of respective class, traded in the period of the price forming, starting with the following volumes:
a) in the event of shares transaction of an issuer with statutory capital up to 5 million lei inclusively, shall be taken into calculation the price on which forming had participated at least 5 percent of the number of  issued shares of the respective class;
b) in the event of shares transaction of an issuer with statutory capital up to 5 to 10 million lei inclusively, shall be taken into calculation the price on which forming had participated at least 3 percent of the number of  issued share of the respective class;
c) in the event of shares transaction of an issuer with statutory capital up to 10 to 25 million lei inclusively, shall be taken into calculation the price on which forming had participated at least 1 percent of the number of  issued share of the respective class;
d) in the event of shares transaction of an issuer with statutory capital up to 25 to 50 million lei inclusively, shall be taken into calculation the price on which forming had participated at least 0,5 percent of the number of  issued share of the respective class;
e) in the event of shares transaction of an issuer with statutory capital more than 50 million lei inclusively, shall be taken into calculation the price on which forming had participated at least 0,1 percent of the number of  issued share of the respective class;
(43) On price determination pursuant to the provisions of the paragraphs (4) - (42) shall not be taken into calculation the price formed by manipulation.
(44) The securities exposed on a public offering for sale are traded only into an auction regime in the exchange market. Its exposure price is set up by the offerer. 
(5) Conditions of the public offering in the secondary market are to be equal for all securities holders of this kind and all potential buyers.
(6) Any information presented by an issuer to an offerer is to be presented without delay in the same volume to other offerers.
(7) The registry keeper shall issue to the offerer the list of the company shareholders only after the registration of the respective offering to the National Commission.
(8) The mandatory public takeover bids is carried out in the event that a person holds  independently or jointly with its affiliated persons more than 50 percent of circulating shares with the voting right of an issuer, which correspond one of the criteria stipulated in the Article 2 paragraph (2) from the Law on joint stock companies. The mandatory public takeover bids is carried out ones. The National Commission is entitled request the repeated execution of the mandatory public takeover bids in the event that detain documentary proofs that there were not respected the requirements concerning the announcement and the course of the offer.   
(81) The voluntary public takeover bids is carried out in the event that a person independently or jointly with its affiliated persons intend to purchase more than 50 percent of circulating shares with the voting right of an issuer.
(82) The public offering in the secondary market also is carried out by:
a) insider- in the cases stipulated in Article 60 paragraph (1);
b) issuer- on the purchase of its shares;
c) any person which is not obligated, but which wants to purchase or to sell securities through public offering.
(83) The public offering in the secondary market initiated by the issuer in order to avoid the currency diminution of the securities in the exchange market shall be carried out only with the National Commission notice, issued up to 3 days following the date that the request was submitted by the issuer. This offering may be initiated only in the event that the issuer’s securities were traded in the exchange market within a period of at least 6 months, previous to the price diminution, in a volume not less than that indicated in the paragraph (42), and the price in the transactions decreased lower than the market value of the securities of the respective class.
(84) The minor shareholder is entitled to request anytime to the person that detain independently or jointly with its affiliated persons more than 90 percent of total volume of shares with the voting right of a company, to purchase its detained shares at a fair price. The respective request is to be executed up to 30 days following its submission.
(85) Is considered to be a fair price of shares which is determined in compliance with the provisions of the paragraphs (4) - (42).
(86) The manner of execution the public offering, as well as the manner of the minor shareholder withdrawal, pursuant the paragraphs (83), (84) and (810), are set up by the National Commission.
(87) On the process of the public offering in the secondary market shall be observed the following principles:
a) in the event that is announced a mandatory public takeover bids, the joint stock company insiders are entitled to alienate their shares in the announced conditions of the offer.
b) in the event that is announced a public offering for sale, the joint stock company insiders are entitled to purchase shares in the announced conditions of the offer.
c) in the event that is announced a public offering for purchase, the joint stock company insiders, excepting the insiders which jointly detain with their affiliated persons more than 50 percent of shares with the voting right of an issuer are entitled to alienate their shares in the announced conditions of the offer;
d) in the event that is announced a voluntary public takeover bids, the joint stock company insiders which detain jointly with their affiliated persons more than 50 percent of shares with the voting right of an issuer are entitled to alienate their shares in the announced conditions of the offer only in the event that the issuer had disclosed the privileged information which could influence the price of the securities. 
e) in the event that is announced a public offering for sale by auction, on the ground of some special regulations, approved or coordinated with National Commission, this offering shall not be registered to the National Commission, and the purchaser insiders are entitled to purchase shares in the conditions of the announced offer;
(88) The person that carried out a public offering in the secondary market of mandatory takeover bids is entitled, within 6 months following the expiry of this offering, without the registration to the National Commission of a new offering, to purchase securities in the conditions of the offering registered previously;
(89) The payment of the traded securities within of public offering shall be carried out only with money facilities.
(810) Any person, except the issuer, may announce a public offering for competitive purchase having as a subject the same securities, in the following conditions:
a) the object of the competitive offering constitutes at least the same number of  shares and/or the aim of the offering is to achieve the same quota in the statutory capital; as well as
b) the proposed price is higher than proposed price in the first offering.
(9) The action of norms of the present Article related to shares - subject of public offering in the secondary market, is applied on any securities that can be converted into shares.

Article 22.  Registration of the Public Offering in the Secondary Market
(1) The public offering prospectus in the secondary market shall be registered with the National Commission in its established manner.
(2) It is prohibited to make a public offering in the secondary market, to purchase, sell or negotiate the purchase or sale of securities on the basis of the public offering in the secondary market, as well as to advertise this offer prior to public offering prospectus registration with the National Commission.
(3) The offerer can amend the public offering in the secondary market in a manner that does not violate the law, provided that such amendments and additions are registered with the National Commission. The amendments and additions cannot worsen the conditions of the public offering in the secondary market.

Article 23. Execution of Public Offering in the Secondary Market
(1) The information on initiation of the public offering in the secondary market shall be acquainted with securities holders and/or potential investors by its publication in the media publication stipulated in the company Charter, and in the event of mandatory public takeover bids – also by personal acquaintance of the securities holders.   
(2) A securities holder who accepts the public offering in the secondary market shall forward to the broker which serves the offerer the order to sell the securities that belongs to it.
(3) A securities holder who has made this order to sell the securities is entitled to revoke it during the period of validity of the public offering in the secondary market.
(4) In the event that within the term set by the public offering in the secondary market were made orders to sell a number of securities which is equal to or exceeds the number indicated in the offer, the offerer shall buy up these securities in the amount no less than the one specified in the offer by satisfying all these orders in full or on a pro rata basis.
(5) In the event that within the term set in the public offering in the secondary market were made orders to sell a lower number of securities than it was specified in the offer, the offerer is entitled either to refuse to fulfill his liabilities on the offer, or to purchase these shares by satisfying all the orders. This provision does not apply to the situation provided in Article 21 (8).
(7) Within the entire term of validity of the public offering in the secondary market the offerer shall not:
a) by any means other than the public offering in the secondary market, directly or indirectly purchase or negotiate the purchase of securities which are the subject of this offer;
b) sell the securities specified in the public offering in the secondary market.
(8) Public offering in the secondary market is executed through the professional participant on securities market which carries out brokerage activity.

Chapter 6. Circulation of Securities

Article 24. Securities Transactions
(1) Securities transactions shall be executed in compliance with this Law and other legislative acts.
(2) Once with the registration in the registry of the ownership right in a security, the buyer shall acquire all the rights certified by this security.
(3) In the events stipulated in the anti-monopoly legislation, the purchase and alienation of securities shall be executed with consent of the National Agency of Concurrence Protection.
(4) Securities transactions issued by joint stock companies are carried out in the exchange market, with exception of:
a) the transactions stipulated in Article II paragraph (3) of the Law nr.163-XVI from July 13, 2007; as well as
b) direct transfers of the ownership in securities provided by this Law.
(5) The registration of transactions with shares in banks, which exceed the thresholds established in Article 15 of the Law on financial institutions, shall be carried out upon a written permission of the National Bank of Moldova as to the ownership of such shares by the bank shareholders, issued pursuant to the mentioned Law.

Article 26. Transfer of Ownership Rights in Nominative Securities
(1) Transfer of ownership rights in nominative securities is carried out in the manner established by the legislation.
(2) Transfer of ownership right in nominative securities from one person to another is carried out by means of a transfer instruction (in the event of securities records are maintained in the registry) or by means of an instruction to a nominal holder registered in the manner established by the National Commission (in the event of the securities records are maintained by the nominal holder).
(3) Transfer instruction shall be signed by the registered person who transfers nominative securities, or by another person in compliance with the legislation. In the event of the nominative securities transfer as a result of the transaction concluded at the Stock Exchange, the transfer instruction shall be signed by the authorized person of a member of the Stock Exchange.
(4) Signatures of natural persons on the transfer instructions and instructions to a nominal holder shall be certified by a notary, by the registry keeper or by professional securities market participants whose clients are natural persons. A person which certifies the signature shall bear a responsibility, in compliance with the legislation, for the damage caused by the violation of the signature verification requirements.
(5) Ownership right in dematerialized nominative securities shall be transferred to the buyer upon making an entry in the buyer's personal account in the registry (in the event that the securities records are maintained in the registry), or in the records of the nominal holder (in the event that the securities are recorded by the nominal holder).
(6) The ownership right in materialized nominative securities shall be transferred to the buyer:
a) upon handing to him the security certificate after an entry in the buyer's personal account is made  (in the event that the securities records are maintained in the registry);
b) upon the entry in the buyer's personal account is made  in the registry, after handing the security certificate to nominal holder, whose client is the buyer (in the event that the securities are recorded by the nominal holder).

Article 261   Direct Transfer of Ownership Rights in Securities
 (1) Direct transfer of ownership rights in securities to the registry keeper is allowed in the following cases:
a) securities placement in the primary market;
b) split, consolidation or conversion of the issuer securities;
c) issuer’s repurchase of shares in the conditions established in the Article 79 of the Law on Joint Stock Companies;
d) issuer’s alienation or transmission of treasury shares to the employees and /or to the company shareholders in the established manner of the general shareholders meeting;
e) securities deposition as a contribution to the statutory capital of a commercial company;
f) execution of the court decision;
g) issuer’s reorganization or liquidation;
h) carrying out investment and commercial contests with securities exposed for sale in compliance with the Law regarding the administration and denationalization of the public properties;
i) executed transactions pursuant to the provisions of the Article II paragraph (3) of the Law nr.163-XVI from July 13, 2007;
j) private persons’ sale and purchase of securities obtained as a result of privatization bonds investment and/or as a result of investment funds liquidation implicated in the privatization process against privatization bonds, in the event of cumulated volume of these transactions, within 12 months, do not exceed 1 percent of the total number of the issued securities of the given class;
k) acquittal with securities the certain debts of the State to the participants on privatization;
l) securities succession and inheritance;
m) free of charge securities transfer in compliance with the Law regarding the administration and denationalization of the public properties;
n) transactions of unsolicited securities in compliance with the Law on agricultural companies restructuring in the process of privatization;
o) transactions resultant from the asset partition in the securities form;
p) conclusion of grant agreements between private persons, as well as execution of other acts on grants pursuant the Civil Cod.
(2) The direct transfer of ownership in securities in the specified case of the paragraph (1) subparagraph j) shell be carried out on the last price registered on the exchange market or on the price of which maximum fluctuation, in ratio with the last price of the exchange market, shall not exceed:
a) for securities registered on exchange quota – plus/minus 5 percent;
b) for other securities traded on exchange market – plus/minus 15 percent;
(3) In the event that the securities obtained by inheritance, gift between wedded, relatives and affine up to the 2nd degree of kinship inclusively or as a result of transfer for free have no market value, their transfer shall be carried out at its nominal value.
(4) Observance of the provisions of this Article is the competence of the persons which maintain the registry of securities holders and/or the registry of the nominal holders, as the case may be.      
    
Article 27. Exercise of Rights Certified by Securities
(1) The rights certified by nominative securities shall be exercised:
a) upon presentation by the owner or his authorized person of the certificate of these securities, with regard to the person specified in the securities certificate, in the event that the materialized securities records are maintained in the registry. If the materialized securities are encumbered with any liability, the rights certified by these securities shall be exercised with regard to the persons specified in the registry without presentation of certificates of these securities;
b) in the event that the materialized securities records are maintained in the registry, with regard to the persons specified in the registry; and
c) in the event that the securities records are maintained by the nominal holder, with regard to the persons specified in the records of the nominal holder.
(2) If the registry keeper (in the event that the securities records are maintained in the registry) or the nominal holder (in the event that the securities records are maintained by the nominal holder) is not informed about the data on the new owner of the nominative securities by the moment the registry is closed, the issuer obligations shall be fulfilled with regard to the person registered in the registry or the one specified in the records of the nominal holder keeper when the registry is closed.
 (5) The rights certified by securities shall be exercised by their holders only in the period of securities registration in the State registry of securities.
(6) In the event of registry blocking of personal accounts, right of security holder to alienate securities is suspended till unblocking.

Article 28. Encumbering Securities with Liabilities
(1) Securities can be encumbered by pledge or other liabilities stipulated in the legislation.
(2) Agreement on pledge concluded in writing shall serve as a basis for the securities pledge. In the period of agreement on pledge validity, the pledgee does not have the right to manage the pledged securities.
(3) Agreement on pledge of nominative securities shall be valid only if a clause restricting the alienation of pledged securities is made in the registry.
(4) The agreement on pledge of nominative securities shall have legal power upon entering the corresponding entry into the registry.
(5) Failure to observe the provisions of paragraph (3)-(4) of pledging nominative securities shall invalidate the agreement on pledge and entail the consequences envisioned by the legislation.
6) Once the pledger has fulfilled his obligations secured by the pledge, the pledgee shall submit to the registry keeper a written declaration on canceling the pledge, executing the registering on avoidance of restriction upon the alienation right in the pledged securities. In case of pledging of the materialized nominative securities, the pledgee shall return to the pledger the securities’ certificates.
(7) In the event that the pledger does not fulfill his obligations secured by the pledge, the pledgee can exercise the rights established by the legislation on pledge.

Article 29. Specific Features of Placement and Circulation of Foreign Securities in the Republic of Moldova
(1) Public offering of foreign securities in the territory of the Republic of Moldova shall be carried out only in the form of Moldovan depository receipts in these securities.
(2) The provisions set forth by this Law with regard to securities of the issuer registered in the Republic of Moldova shall apply to the registration and public offering of Moldovan depository receipts.

Article 30. Purchase of Securities by Foreign Investors
Foreign investors purchase securities of the issuers registered in the Republic of Moldova in the manner set forth by the legislation.

Article 31. Split, Consolidation, Conversion and Cancellation of Securities
(1) Split and consolidation of securities:
a) do not entail changes in the amount of funds raised by the issuer at the securities placement;
b) do not serve as a ground for paying out of securities retired from holders;
c) shall be carried out without additional expenses to the securities holders.
(2) Issuer's decisions on the split, consolidation or conversion of previously placed securities shall be subject to registration with the National Commission in the manner stipulated by it.
(3) Other issues with regard to split, consolidation, and conversion of securities are resolved in the manner stipulated by the National Commission.
(4) Cancellation of securities shall be executed at the decision of:
a) the issuer, in the event of split, consolidation or conversion of securities, reduction of the statutory capital, and in other cases envisioned in the legislation;
b) the National Commission, in the event that issuance of securities is recognized invalid or the issuer has not finished the stages established in Article 9 (3) e) and f); as well in other events stipulated by legislation;
c) a court, in the event that the issuance of securities is deemed invalid or in the event that the activity of the issuer is terminated.
(5) In the event of cancellation of the securities previously placed by the issuer, the National Commission shall make appropriate entries in the State securities registry after one of the events specified at paragraph (4) a), and in other cases – after satisfying the legitimate requests of the securities’ holders.
(6) Information on cancellation of previously placed securities is subject to publication by National Commission within 10 days following the day of making the appropriate entry in the state share registry.
(7) No circulation of securities shall be permitted from the moment of publication of information on the securities cancellation. Securities transaction effected after the set day shall be deemed invalid.
(8) The decision on securities cancellation, adopted by the body mentioned in paragraph (4), shall provide the stages, terms of cancellation and actions to be undertaken by the issuer and other bodies for the cancellation of securities.
(9) Withdrawal of securities from circulation and their cancellation shall be permitted only after all legal claims of their holders have been satisfied.
(10) The procedures and the terms of securities withdrawal from circulation and their cancellation are set forth by the National Commission in compliance with the legislation.

SECTION III. PROFESSIONAL PARTICIPANTS IN THE SECURITIES MARKETS

Chapter 7. Professional Activities in the Securities Markets


Article 32. Professional activity in the securities market
(1) Professional participant on securities markets is entitled to carry out professional activity after the license obtaining issued by the National Commission. In the license for the carrying out of the professional activity in securities markets shall be expressly specified the basic and connected activities.
(2) In the securities market can be carried out the following types of basic activities:
a) brokerage activity;
b) dealer activity;
c) trust management activity;
d) registry maintenance;
e) depository activity;
f) exchange activity in the securities market;
g) central depository activity;
h) securities and their assets estimation activity;
i) investment consulting activity;
j) investment funds activity.
(3) The following connected activities the license holder has the right to carry out, depending on the basic activity carried out in conformity with the obtained license:
a) underwriting activity;
b) clearing and settlement activity;
c) consulting activity. 
(4) By waiver from provisions of paragraphs (2) and (3), brokerage, registry maintenance and investment consulting activities can be carried out as well as connected activities, but clearing and settlement activity as basic activity.    
(5) The license for brokerage activity as basic activity gives the right to its holders to carry out investment consulting activity as connected activity.
(6) The license for dealer activity as basic activity gives the right to its holder to carry out brokerage, underwriting and investment consulting activities as connected activities.  
(7) The license for trust management activity as basic activity gives the right to its holder to carry out investment consulting activity as connected activity.
(8) The license for registry maintenance activity as basic activity gives the right to its holder to carry out consulting activity as connected activity.  
(9) The license for depository activity as basic activity gives the right to its holder to carry out consulting activity as connected activity.
(10) The license for exchange activity in the securities market as basic activity gives the right to its holder to carry out consulting and clearing and settlement activities as connected activities.
(11) The license for the activity of Central Depository of securities gives the right to its holder to carry out depository, clearing and settlement and registry maintenance activities as basic activity and consulting activity as connected activity.
(12) The license for securities and its assets estimation activity as basic activity gives the right to its holder to carry out consulting activity as connected activity.  
(13) The investment funds carry out professional activity in securities markets in compliance with Law on investment funds, present Law and normative acts of the National Commission.  
(14) A juridical person can hold only one license for professional activity in securities markets.

Article 33. Brokerage Activity
(1) Brokerage activity is carried out by a broker who is a professional securities market participant.
(2) Rights and duties of a broker and his client shall be stipulated in the agreement on brokerage services and in the instructions given to the broker by the client in accordance with this agreement.
(3) The model of form agreement on brokerage services shall be set by the National Commission.
(31) The broker is entitled to carry out services on securities and funds management indented for investment and reinvestment in securities of the client in the event that such services are stipulated in brokerage agreement.  
(4) Brokers shall transfer the power of attorney for carrying out transactions only to brokers. The transfer is allowed if it is stipulated in the brokerage services agreement or in cases when a broker is forced to do so in order to protect the interests of his client with the notification of the latter.
(5) The broker shall execute clients' instructions in good faith and on terms favorable for the client and in the order in which they were received, unless the agreement with the client or his instruction envisions otherwise.
(6) Securities transactions executed by the broker upon the clients' instruction should be executed with priority over the dealer transactions of the broker or over transactions executed by the broker upon instruction of its affiliated persons.
(7) In the event that the broker has an interest which prevents him from executing the client's instruction on the terms most beneficial for the client, the broker shall immediately notify the latter of such an interest.
(8) In the event that a conflict of interests between the broker and his client, of which the client was not notified before the broker received the respective instruction, led to execution of the instruction to the detriment of the client's interests, the broker is obliged to compensate for the losses from his own account as set forth in legislation.
(9) The client property maintained upon broker shall not be responsible for broker’s liabilities that are not related to the execution of client’s instructions. 
(10) The broker shall compensate in full for the losses incurred by a client as a result of non-execution or improper execution by the broker of his obligations under the agreement on brokerage services.
(11) In the event that the broker is deemed insolvent (bankrupt), the property that he holds under agreements on brokerage services and which belongs to his clients shall not be included in tender stock.

Article 34. Dealer Activity
(1) Dealer activity is carried out by the professional participant in securities market.
(2) Announcing the price, the dealer is committed to announce other essential conditions of the buy-sell contract of securities: minimum and maximum number of securities subject to purchase and/or sale, as well as the term of announced prices validity.
(21) In the event, pursuant to detained license, its holder carries out the dealer and brokerage activity, the given instructions of client to the broker always are priority executed in comparison to dealer transactions.   
(3) The legal person which trades securities in a systematical manner and/or the amount charged from transactions with securities, according to the results of a reported semester, constitutes more than 35% out of the total amount obtained from production distribution (works, services) has the obligation to apply for a license for dealer activity.

Article 35. Underwriting Activity
(1) Underwriting activity includes:
a) assistance granted to securities issuer in the process of elaboration and drawing up of the public offering prospectus and other documents for the registering of securities public offering in the primary market;    
b) promotion of the public offering and securities placement of the issuer on primary market;
c) servicing of securities issuance in financial relations of the issuer with securities holders, if this is stipulated in the contract.  
(2) Underwriting services are provided in conformity with one of the following principles:
a) principle of application of all possible efforts;
b) principle of firm responsibility.
(3) In the contract of underwriting services providing shall be specified, in the mandatory manner, the principle according to which are provided underwriting services.  
(4) The principle of firm responsibility, specified in the contract of underwriting services providing, could not be modified after the registration of public offering prospectus to National Commission. 

Article 36. Trust  Management Activity
(1) Trust management activity is carried out by professional participant in securities market.
(2) The trust management procedures, the rights and obligations of an investment and of its client manager shall be set forth by legislation and agreements on trust management.
(3) The sample of modal-contract on trust management is stipulated by the National Commission.
(4) In conformity with the trust management agreement, one party (trust founder) shall transfer to another party (trust manager) property for a certain period of time, and the other party shall assume the obligation to manage this property in the interests of the trust founder or the person specified thereby (beneficiary).
(5) Transfer of securities into trust management shall not result in the transfer of ownership rights therein to the investment manager. The trust manager is liable to ensure the maintenance of each client assets separately from its own assets.
(6) The amount of remuneration of a trust manager, excepting the professional participant in the securities market who is managing the property of an investment fund, is established by the parties, but cannot exceed 25 per cent of the income received by the trust founder as a result of the property management.
(7) The remuneration of the trust manager can be paid only in cash.
(8) Activity of the investment fund manager is considered as activity of investment administration.
(9) Investment manager shall indicate that it acts as a trust manager while carrying out its activity.
(10) In the event that a conflict of interests between an trust manager and its client or different clients of one trust manager, of which all the parties had not been notified in advance, resulted in such actions of the manager that have caused damage to a client, the manager is responsible in conformity with the procedure set forth in the legislation.

Article 37. Registry Maintenance Activity
(1) Registry maintenance activity shall be carry out by the professional participant in the securities market, with the exception of issuer. The registry keeper can be an issuer or an independent registrar who carries out registry maintenance on the basis of an agreement on registry maintenance entered into with the issuer and nominal holder, in the cases envisioned by this Law.
(2) The sample of modal contract of registry maintenance, as well the maximum amount of remuneration for the registry keeper services shall be set by the National Commission in compliance with legislation.
(3) A registry keeper shall:
a) comply with the established registry maintenance procedures;
b) open in registry a personal account for each registered person on the basis set forth by the National Commission;
c) enter all necessary changes and additions into the registry maintenance system;
d) perform transactions in the personal accounts of registered persons at their instruction;
e) deliver to the registered persons information provided by the issuer – in the event that the registry is maintained by the independent registrar;
f) present to registered persons data from registry about name (denomination) of the persons registered in the registry and about number, class and nominal value of securities that belong them in compliance with the present Law;
g) inform the National Commission in cases when in the securities registry keepers of the issuer from a certain class it was registered more than 50 persons.
h) in the event of termination of the agreement with the issuer, comply with the established procedure by National Commission of transfer of the registry – in the event that the registry is maintained by the independent registrar;
i) perform other activities as set forth in this Law.
(31) In the ranted cassettes of commercial banks from Republic of Moldova, the registry keeper shall ensure the keeping of information copy from registry into electronic file. The contract copy on electronic catalogues keeping, authenticated by official signature or by stamp of registry keeper, as well further adjunctions and amendments of agreement shall be submitted to National Commission within 10 days from the moment when the agreement was concluded or from the moment of adjunctions and amendments execution.
(32) The registry keeper is liable to renew the copy of information from registry into electronic file at least once per 15 days.
(4) The registry keeper is not entitled to impose other requirements upon making changes in the system of registry maintenance of security owners besides those set in conformity with this Law.
(5) Independent registrar is prohibited from carrying out transactions with the securities of issuers with which it signed the registry maintenance agreement.
(6) The registry keeper shall be held responsible in conformity with legislation the losses incurred as a result of non-execution or improper execution of its obligations.

Article 38. Depository Activity
(1) Depository activity is carried out by a professional securities market participant.
(2) Depository acts on the basis of the contract on providing depository services concluded with the depositor.
(3) The sample of modal-contract on providing depository services is set forth by the National Commission.
(4) Conclusion of the depository agreement shall not entail the transfer of ownership rights in the depositor's securities to the depository.
(5) Depository is committed to keep records of securities, included rights granted by these, as well as securities encumbering with obligations in the compliance with the present law and contract concluded with securities holder.
(6) In compliance with the depository agreement, a depository is entitled to get registered in the registry maintenance system of the securities holders or with another depository as a nominal holder.
(7) Depository has no right to manage the depositor's securities unless it is not stipulated in the legislation.
(8) No claims related to the depository's obligations may be attached to the securities of its depositors.
(9) In compliance with the legislation, a depository shall be held liable for disclosure of confidential information obtained by it as a result of fulfilling its obligations.  

Article 39. Clearing and Settlement Activity
(1) Clearing and settlement activity is held by:
a) Central Depository – in securities and other financial instrument transactions included in the list of admitted transactions to Central Depository;
b) Stock Exchange - in securities and other financial instrument transactions registered upon Stock Exchange and not included in the list of admitted transactions to Central Depository;
(2) The documents whose form and nomenclature are approved by the National Commission serve as a ground for execution of settlement and clearing operations afferent to securities transactions.

Article 40. Securities and their Assets Estimation Activity
(1) Estimation of securities and their assets is executed on the ground of the contract of estimation services, concluded between estimator and client.      
(2) The sample of modal-contract for securities and their assets estimation services is established by the National Commission  
(3) Estimation of securities and their assets can be voluntary or mandatory. Voluntary estimation is executed on beneficiary initiative (issuer, securities holder, investor, etc.). Mandatory estimation is executed in the events established by the present Law and other legislative acts, as well in the event that the securities do not have market value.
(4) In its activity, the estimator shall base on:
a) securities quotation on the exchange market;
b) financial standing of issuer resulted from financial reports;
c) amount of net assets of the issuer on market value;
d) information on current activity, development operations and perspectives of issuer activity;
e) accessible information on issuer which, in estimator opinion, can be used on execution of analyses;
f) accessible information on other issuers of which shares are traded on securities market, which, in estimator opinion, can be used on execution of comparative analyses;
g) other financial studies and analyses which, in estimator opinion, can be used on the elaboration of notice regarding market value of assets.
(5) Estimation organization or its specialist could not execute the estimation of securities and its assets in the event that:  
a) is founder, shareholder or official of the legal person, holder of patrimonial rights upon estimation subject;
b) is natural person who has kin of 1st and 2nd degree or affinity with founders, shareholders or officials of the client ;
c) the results of estimation are to be used by the estimator.
(6) In its activity, the estimator is obliged to:
a) observe the provisions of legislative acts and other effective normative acts and the provisions of the contract for estimation services;
b) inform the client about  the impossibility of his participation on execution of estimation as a result of circumstances that brake the execution of a fair estimation;
c) execute conscientiously the estimation and to submit a fair and argued report of estimation;
d) not disclose confidential information obtained in the estimation period. 
(7) The estimative value of the securities determined by the estimator is considered veridical and recommendable to use if the effective legislation, National Commission decision or the court decision do not stipulated otherwise.  
(8) The estimator bears civil, administrative and penal responsibility for the prejudices caused as a result of securities underestimation or overestimation.  
(9) The procedure of application of estimation methods and the structure of securities estimation report are set forth in the National Commission normative acts. 

Article 401. Investment consulting and consulting activity
(1) The investment consulting activity includes the following services provided by the professional participant in securities markets:  
a) consulting on evaluation and management of investment risk in securities;
b) recommendations on formation of securities portfolio;
c) providing opinions and recommendations related to the securities purchase and sale;
d) analyses of securities market from the initiative of professional participant in securities market that carries out investment consulting activity or to client request;
e) consulting services stipulated in the paragraph (2).
(2) Consulting activity includes services provided in licensed and consulting activity field granted to market participants in any problems related to the capital structure, joint-stock companies reorganization, repurchase or purchase of the placed securities, carrying out of the public offering in the secondary market.    
(3) The professional participant in securities market that carries out investment consulting activity shall:
a) use the information sources adequate to elaborated analyses and recommendations, being interdicted in its reports or recommendations the use of some unreal or erroneous information;   
b) maintain the material and the information sources which have been used;
c) familiarize the client with the general characteristics of the securities investment process, as well with the criteria which were fundamentally in the creation, analyses and selection of the securities portfolio;  
d) indicate the source and author of the used material concerning the elaborated studies and published by other persons.
(4) Professional participant in securities market which carries out consulting and investment consulting activity is obliged to keep the confidentiality of information about its clients.  
(5) For persons who carry out consulting and investment consulting activity it is interdicted the followings:
a) to recommend investments that would acquire individual revenues or for its affiliated persons;
b) to act as counterpart upon transactions executed as a result of given recommendations.  

Article 41. Central Depository
(1) Central Depository issues only nominative ordinary shares of the single class. The shareholders of Central Depository can be only professional securities market participants.   
(2) The shareholders of Central Depository cannot hold more that 5% from voting rights, except the Stock Exchange that can hold up to 75% of voting rights.   
(3) Any alienation of Central Depository shares shall be announced to National Commission within 3 working days.  
(4) In the event of the violation of requirements concerning to the maximum quota of votes of one shareholder stipulated in the paragraph (2), the voting rights afferent to shares held with violation of requirements are suspended and it is applied the procedure stipulated in Article 67.
(5) Central Depository drafts and approves the rules and procedures of organization and developing of its activity, which are approved by the National Commission and shall be effective following the date of their publication in the Official Monitor of the Republic of Moldova.    
(6) In the event of amendment of legislation that regulates depository activity and namely the maintenance of depositors’ rights on securities and execution of clearing and settlement operations, the Central Depository shall modify the rules and procedures of organization and developing of its activity.    
(7) The amount of commission and tariffs tolled by the Central Depository shall be approved by the General Shareholders Meeting and coordinated with National Commission.  
(8) Central Depository creates and manages the risk fund of participants for reducing settlement risk within the exchange transactions executed by the depository participants.    
(9) The Central Depository participants shall pay fees in the participants risk fund in the manner and conditions established by the Central Depository rules.   
(10) The resources of the participants’ risk funds are not included in the component of the proper resources of the Central Depository and are used only for the participants’ debts amortization for their obligations to the settlement of executed transactions.    
(11) The Central Depository employees, wedded, relatives and their kin up to 1st and 2nd degree have no right to hold more than 0,5% from statutory capital and other securities of the professional participants in securities markets.

Article 42. Suspension of activity and liquidation of professional participants on securities market
1) The activity of the professional participant on securities market is suspended in the manner envisioned by legislation, pursuant to the resolution of a court body or the National Commission, in the event the violation of the effective legislation is stated. Within the period of suspension of professional participant's activity on securities market, all actions of the administrative bodies of the professional participant are coordinated with the National Commission.
(2) Liquidation of a professional participant on securities market or cessation of the professional activity on the securities market can take place:
a) pursuant to the resolution of its administrative body;
b) pursuant to a decision of the National Commission on withdrawing the license or expiry of validity term of an issued license;
c) pursuant to the decision of court body;
(3) National Commission can appoint its representative for reason to participate at the liquidation of professional participant on securities market or its professional activity on securities marker process, in conformity with legislation and other normative acts of National Commission.
(4) Decision regarding raying of the license holder from the registry of professional participants in securities market is adopted after the confirmation of the contractual liabilities redemption, assumed within the services providing in the securities field.        
(41) National Commission is entitled to suspend the term of validity of license of the professional participant in securities market for a period up to 6 months, with the exception of the term of validity of license for the registry maintenance activity. The reasons for the suspension of the term of validity of the license could be:  
a) violation of provisions of the present Law or other legislative acts of the National Commission, established for the carrying out of licensed activities, inclusively of the requirements to the amount of the own capital and guarantee fund;
b) non-submission of notice, in the established term, with regard to modifications of the data specified in attached documents to the request of license issuance;
c) inobservance of terms established by the National Commission for the elimination of discovered violations;
d) violations of terms, mode and forms established by the legislation for the disclosure of information;  
e) counteraction of controls execution upon professional participants in securities markets activity and/or avoidance from the submission of the information and documents requested within controls;
f) inobservance of legislation on admonition and combating of money laundering and financing of terrorism.
(42) The license for registry maintenance activity shall be expressly withdrawn, without its previously suspension, in the event that the license holder does not undertake measures for conformation of its activity, inclusively those specified in paragraph (41), in the terms established by the National Commission.   
(43) National Commission is entitled to withdraw the license of professional participant in securities market in the event that:  
a) the withdrawal of the license is requested voluntary by the professional participant in the securities market on the base of the request submitted by its manager;   
b) their violations and consequences, which have served as a ground for the adoption of decision on suspension of license validity, were not excluded in the terms established by the National Commission;   
c) the license has been obtained on the base of some untruthfully information offered by the applicant;
d) have been committed grave and/or repeated violations of provisions of the present Law and normative acts of the National Commission;
e) the license holder carried out other activities illegally;
f) the branch and/or another separated subdivisions of the license holder carried out licensed activity without the authorized copy of license;  
g) the license holder is in the process of reorganization or liquidation;
h) the license holder was adjudged insolvent by court decision;
i) the license holder did not begin its activity within one year following the date of license issuance;
j) it was withdrawn the bank authorization (for financial institutions).
(44) The liquidation of the professional participant in securities market on the base of court decision is executed by the liquidator designated by the court.    
(45) The liquidator of the professional participant in securities market shall correspond to the requirements of qualification set forth by the present Law for the officials of the professional participant in securities market.  
(46) Following the date of effectiveness of the decision of forced withdrawal of the license for the professional activity on securities market, the professional participant on securities market is not entitled to engage upon other activities of securities market, being obliged to alienate its assets in a limited term (in the case of professional participant liquidation) and to honor its obligations to its clients. In the liquidation period, professional participant on securities market remains subject of the present Law as in the period of license holding. 
(5) Decision of the National Commission on suspension of activity and withdrawal of license of the professional participant on securities market may be examined by court bodies. Disputes or action in court do not suspend the execution of the National Commission decision before the definitive resolution of the cause by the court. 

Article 43. Particularities of bank and other financial institutions activity on securities market
(1) Banks and other financial institutions have the right to undertake those types of activity on securities market, which are stipulated by financial activity authorization, issued by the National Bank of Moldova.
(2) The requirements to the norms of own capital for commercial banks are established by National Bank of Moldova.
(3) The notion of "control position" stipulated by the present law is applicable for banks and other financial institutions pursuant to the Law on financial institutions.

Chapter 8. Stock Exchange


Article 44. General provisions
(1) The Stock Exchange shall be set up and function as joint-stock company with the statutory capital not less than 500 thousand lei. The National Commission has the right to ask the stock exchange to increase the statutory capital.
(2) The Stock Exchange shareholder can be any natural or legal person, in conformity with the provision of Article 53 paragraph (11).
(21) Any Stock Exchange shareholder, together with his affiliated persons, directly or indirectly, is entitled to hold not more than 25 per cent from the number of the placed share, with the condition of mandatory obtaining of the National Commission permission with regard to the detaining of substantial share. Such permission shall be obtained as well on the procurement of each further share of 5 per cent from Stock Exchange shares, until the maximum share of 25 per cent. 
(22) In the event of violations of the requirements of the paragraph (21), the voting rights afferent to shares obtained from the mentioned requirements violation are suspended and it is applied the procedure mentioned in the Article 67.
(3) The Stock Exchange operates in the base of the charter adopted by its General Shareholders Meeting, coordinated with National Commission. 
(4) The brokers and dealers shall hold at least 50 per cent of shares with voting rights issued by the Stock Exchange.  

Article 45. Stock Exchange Members
(1) Members of the Stock Exchange must have a license for brokerage and/or dealer who meet qualification requirements to solvency and activity organization set by the Stock Exchange.
(2) Any person who meets the requirements specified in paragraph (1) and who agrees to comply with the rules of the Exchange may not be declined membership in the Stock Exchange.
(21) In its activity, the Stock Exchange is invested with the right to supervise and control the observance of Stock Exchange rules by its members.
(3) Membership in the Stock Exchange shall terminate in the event of:
a) voluntary withdrawal from the Exchange membership;
b) National Commission withdraws the license from the exchange member issued for broker or dealer activity;
c) cancellation of membership in the Exchange at the decision of the Exchange Board in cases when the member fails to meet membership qualification requirements or in the event of gross violation of the Exchange rules; and
d) liquidation of the Stock Exchange.
(4) The manner of joining, withdrawal and cancellation of the membership in the Stock Exchange shall be determined by Charter of the Stock Exchange.

Article 46. Management and Employees of the Stock Exchange
(1) Management bodies of the Stock Exchange are:
a) General shareholders meeting;
b) Exchange Council;
c) Executive Body;
d) Auditing Commission.
(2) The members of Exchange Council cannot be persons that did not obtain the qualification certificate of National Commission, nor administrators and specialists of the public authority. 
(4) Members of the National Commission can take part in the sittings of Exchange Council.
(5) The Stock Exchange activity is amenable to mandatory auditing control, subject of which is financial and economic exercise. 
(6) Employees of the Stock Exchange and their close relations are not entitled to own more than 0,5% from statutory capital and from securities of professional security market participants.

Article 47. Stock Exchange Rules
(1) The Stock Exchange shall draft exchange rules which set forth the followings:
a) conditions and procedures of admission, exclusion and suspension of the exchange membership;
a) conditions and procedures of admission, exclusion and suspension of the securities upon transactions;
c) conditions and procedures of transactions, as well as liabilities of the exchange members and issuers admitted to transactions;   
d) limitation of the oscillation of securities prices;
e) procedures of determination mode of the prices and quotation;
f) transaction types and exchange orders;
g) mode of information disclosure to public;
h) clearing and settlement system of transactions;
i) procedures of using of guarantee funds resources;
j) ensuring mechanisms of security and control of informational system, as well as of safe keeping of data and stocked information, folders and databases, inclusively in exceptional situations;
k) resolution of disputations which arise between exchange members upon the execution of exchange operations;
l) procedures of amendments and additions of exchange rules.
(11) Stock exchange rules shall ensure:
a) the infrastructure creation, ensuring the execution of securities transactions by the participant  in the process of negotiations in equal conditions;  
b) the impartial access of the members to trade system;
c) the assurance of possibility to obtain the best price in the respective moment through exchange procedures;   
d) the granting of sufficient information on given orders and concluded transactions;
e) the orderliness of effective legislation requirements with regard to combating and ferreting out of excesses in the securities markets, combating of money laundering and financing of terrorism.   
(12) In the event that exchange rules shall not ensure the fulfillment of the requirements stipulated in the paragraph (11), National Commission has the right to modify these requirements.  (2) The Stock Exchange rules are adopted by Exchange Council, are approved by National Commission and are published in the Official Monitor of the Republic of Moldova.
(3) The Stock Exchange, in agreement with National Commission, shall set the amount of and the procedure for charging:
a) contributions to the Stock Exchange from the remuneration received by the Exchange members for participation in the exchange trades;
b) fees and other payments made by the Exchange members and third parties for the services provided by the Stock Exchange;
d) fines paid for the violation of the requirements of the Exchange Charter, rules of the exchange and other internal documents of the Stock Exchange.
(4) The Stock Exchange shall ensure the public character of trades by informing all its members about the time and the place of the trades, about the list and quotation of securities admitted for circulation in the Exchange, about the results of the trading sessions, and also provide disclosure of other information envisioned by this Law.
(5) The Stock Exchange is not entitled to establish the amount of remuneration for the execution of the Exchange transaction paid by the clients to the Exchange members.

Article 48. Manner of Securities Admission to Circulation at the Exchange
(1) The following securities shall be admitted to circulation at the Stock Exchange:
a) securities the public offering of which was registered in the manner stipulated in this Law, except for shares of mutual investment funds and on intervals;
b) state securities with a maturity term more than one year;
c) other securities and financial instruments in compliance with the legislation.
(2) The joint-stock companies are obliged to register the securities placed at Stock Exchange in the manner established by Stock Exchange. This requirement do not concern the joint-stock companies in which Charter the securities circulation is envisioned in conformity with Article II paragraph (3) of Law  nr.163-XVI from July 13, 2007.
(3) The Stock Exchange is prohibited from rejecting the admission to the Stock Exchange of the following:
a) securities mentioned in paragraph (2) which shall be included in the list of securities circulating at the Exchange based on the appropriate account of the issuer, registry keeper, or the National Commission;
b) government securities included in the list of securities circulating at the Exchange at the proposal of the National Bank of Moldova in agreement with the Ministry of Finance;
c) other securities and financial instruments complying with the Exchange rules.
(4) Securities not included in the list of securities circulating at the Stock Exchange may not be involved in the Exchange transactions.

Article 49. Conditions for the Stock Exchange Activity
(1) Only members of the Exchange are entitled to participate in the Stock Exchange trades. The Stock Exchange itself can participate in its trades with the aim of repurchasing and selling securities under the transaction not performed by the Exchange member. Other securities market participants can execute transactions at the Exchange through Exchange members with whom the respective contracts were concluded.
(2) The Exchange Council shall determine the amount of the Stock Exchange revenue required for financing its activity on the annual basis.
(3) The revenue of the Stock Exchange are comprised of:
a) membership fee,
b) fees and other payments made by the members of the Exchange and third parties in the Exchange trades for the services provided by the Exchange, in conformity with Stock Exchange Charter and rules;
c) fines paid for the violations of the requirements of the internal documents of the Stock Exchange,
d) other revenue resulting from the Stock Exchange operation.
(6) In compliance with the Stock Exchange rules the Council or Executive Director of the Stock Exchange is entitled to suspend the right of member from participation in the exchange transactions.
(7) The decision of Stock Exchange Council or head of administration concerning suspension of the exchange members right to participate to exchange transactions can be appealed against in the superior hierarchical body of the Exchange and/or in National Commission.  
 (8) The National Commission has the rights to suspend the right of exchange members to participate in exchange transactions. Such resolution of the National Commission can be examined by a court body.
(9) The National Commission calls the inspectors for the execution of the supervision and control of the Stock Exchange activity.  
(10) The National Commission can suspend a part or all securities operations in the event that it detects the violation of provisions of legislative acts.

Chapter 9. Self-Regulatory Organizations

Article 50. General Provisions
(1) The status of a self-regulatory organization of professional securities market participants is accorded by the National Commission in the manner established by it.
(3) Self-regulatory organization shall be set up for:
a) creating the environment for professional activities for organization’s members;
b) meeting the standards of business conduct in the securities market;
c) protecting the rights of investors, securities holders and other clients of organization’s members;
d) establishing rules and standards for securities transactions which ensure efficient operation of organization’s members and transparency in the securities market.
(4) All revenues of a self-regulatory organization shall be used exclusively for providing the fulfillment of the objectives specified in the charter and shall not be subject to distribution among its members.
(5) A self-regulatory organization is entitled:
a) in conformity with this Law, to draft the rules and standards which regulate the members activity in the securities markets;
b) execute supervision and check-up of the rules' implementation and the mentioned standards;
c) to receive information on the results of the compliance examinations of its members carried out in the manner established by the National Commission;
d) in accordance with the qualification requirements of the National Commission, to develop training programs and plans, and to train staff for participants in the securities markets; and
e) execute other rights provided by the legislation.

Article 51. Rules and Standards of a Self-Regulatory Organization
(1) The rules and standards of a self-regulatory organization shall contain the following requirements set for the self-regulatory organization with respect to:
a) personnel's professional qualification (except for technical personnel);
b) professional operation of organization members;
c) restricting price fluctuation on securities market;
d) documentation on record-keeping and reports;
e) normative amount of their own capital of organization members;
f) joining, withdrawing and expulsion of membership of the organization;
g) equal rights of representation in elections to the organization management and participation in running the organization;
h) protection of clients' rights, including the procedure of reviewing claims of the clients of the organization members;
i) obligations of its members to clients and other persons to compensate for the caused damages;
j) compliance with the procedure for reviewing claims of the organization members;
k) supervision and control for inspecting the organization members' compliance with the established rules and standards, including the establishment of a controlling body and a procedure for reviewing the results of inspections by members of the organization;
l) ensuring the information transparency for inspections conducted at the initiative of the organization;
m) sanctions applied to the members of the organization, their officers, and staff members, the recording and application procedure, and enforcement thereof.
(2) Rules and standards of a self-regulatory organization shall not directly or indirectly provide the following:
a) a possibility of discrimination against clients using the services of the organization members;
b) unmotivated discrimination against the organization members;
c) ungrounded restrictions enjoining the organization;
d) restrictions impeding the development of competition among professional participants in the securities markets including regulation of fees and revenues from professional activity of the organization members;
e) regulation of issues beyond the scope of concern and those inconsistent with the operational objectives of the self-regulatory organization; and
f) providing false or erroneous information by the organization members.
(3) Rules and standards of a self-regulatory organization shall take effect following their approval by the National Commission.
(4) Ungrounded refusal to approve the rules and standards of a self-regulatory organization may be appealed against in court in the manner stipulated in the legislation.

Chapter 10. Regulation of the Activity of Professional Participants in the Securities Markets

Article 52. Licensing of the Activity of Professional Participants in the Securities Markets
(1) National Commission confers license for professional activity on securities market stipulated in Article 32.
(2) The license for professional activity on securities market is conferred for 5 years and is non-transferable. 
(3) Issuers, pursuant to the legislation, have the right to maintain the registry independently, having the license from the National Commission.
(4) The National Commission or license-issuing organizations shall supervise and control the operation of professional participants in the securities markets and make decisions on revoking the license in the event of violation of the securities legislation.
(5) The National Commission shall send to the National Bank of Moldova notices on the facts of issuing licenses for the securities market activity to banks and other financial institutions, and on revocation of the licenses.
(6) Upon issuing licenses, the applicant brings in writing form to National Commission a requirement together with the documents which approve the compliance with the requirements stipulated in Article 53, inclusively:
a) registration certificate of enterprise at the State Registration Chamber;
b) extract from State Registry of enterprises and organizations;
c) Charter, in two copies, with all amendments and additions registered upon the date of the documents submission, in which, with the exception of banks and financial institutions, shall be indicated the type of activity for which is required the license;
e) documents which confirm election or assignment of the Executive Body (manager);
f) balance sheet on the last reporting date and report with regard to the financial results confirmed by the audit. It is submitted the intermediary balance sheet, confirmed by the Auditing Commission, in the event that the legal person was constituted previously the date established for the elaboration of financial reports;    
g) banking and other documents which confirm the creation of the own capital and guarantee funds by the license applicant;
h) copies of qualification certificate of the managers (administrator) and specialists, issued by the National Commission, and the copies of the service records with respective entries; 
i) list of affiliated persons of the license applicant, drafted pursuant to the provisions of the effective legislation;
j) information on license applicant which holds a share of  5% and more from the statutory capital of the other professional participants in securities market;
k) documents that confirm the existence of conditions established by the National Commission for the carrying out of the respective activity;
l) confirmation on disposing of software program for the manner of maintenance the registry of nominative securities holders by the registrar and the nominal holder, which corresponds to the requirements established by the legislation and other normative acts of the National Commission;
m) internal rules of activity and rules of constitution and utilisation of the guarantee fund;
n) copy of the National Bank of Moldova authorization – for banks and other financial institutions;
o) procedures and measures on internal control aimed to the provenience and combating of money laundering and financing of terrorism;
p) copy of the payment bill of the tax for the license issuance in the amount established by the legislation; 
q) other documents stipulated by the Law. 
The documents specified in the subparagraphs a) and c) are submitted in original form or notarized copies.
(61) The term of examination of the request shall not exceed 30 days from the date when the request was submitted. The reason of rejection of the request is the non-corresponding of the requester to the requirements envisaged in Article 53.

Article 53. Requirements to Professional Participants on the Securities Markets
(1) Professional participants on securities markets have the right to carry out only professional activity on securities markets, with the exception of banks, license holders for estimation and their assets activity, issuers that maintain the registry by themselves and other participants upon which it is extended the National Commission authority, if the legislation does not stipulate otherwise.     
(2) On the bases of licenses issued by the license authorities, the estimation and their assets activity can be cumulated with evaluation activity in other fields.  
(3) The legal person obtains license for professional activity on securities markets if it cumulatively meets the following conditions:
a) is founded in the legal form of joint stock companies;
b) the statutory capital is constituted from own resources of the founders (shareholders);
c) the headquarter of the company is the place where there is its Executive Body;
d) the holders of substantial share of the company correspond to the requirements established by the present Law;
e) the subject of the activity is exclusively the services providing in securities market, with the exceptions stipulated in the paragraph (1);
f) the officers of a good report, with university degree adequate to licensed activities and at least 2 years of working experience to guarantee a prudent and correct management and functioning of the professional participant on securities markets;
g) besides the those two officers, has at least two specialists  with qualification certificate which have the right to act on the securities market; 
h) ensures the existence of the minimum own capital, established by the National Commission depending on carried activity;
i) dispose a guarantee fund envisioned by the present Law, with the exception of banks;
j) has contract concluded with an independent auditor;
k) confirms the fact of corresponding to requirements established by the National Commission with regard to building, hard and software necessary for the carrying out of the activity;
l) disposes the Moldovan National Bank authorization – for banks and other financial institutions.
(4) In the case of banks, prudential exigencies mentioned in the paragraph (3) subparagraph d), f) and h) shall be applied in conformity with the respective provisions of the Law on financial institutions.
(5) The activity of the professional participant on the securities markets branches shall be carry out in the event that these branches are conformed to the provisions of the paragraph (3) subparagraph f) and l).
(6) During its whole professional activity in securities market, professional participant on the securities markets is obliged to:
a) meet the conditions established for the license obtaining, prudential and  conduct rules;
b) meet the norms with regard to minimum own capital and guarantee fund, established by the present Law and normative acts of the National Commission;
c) inform or, in the events stipulated by the legislation, preliminarily coordinate with National Commission any amendment of the manner of organization and functioning, in compliance with the provisions of normative acts of the National Commission.  
(7) The amount of guarantee fund of the professional participant on securities markets shall constitute at least 30% from the amount of the minimum own capital, with the exception of Central Depository which forms the risk fund of its participants. 
(8) The guarantee fund resources are placed in national currency in banking deposits and/or in banking deposit certificates, and/or in state securities.   
(9) In the event that, after the using of guarantee fund resources, its amount is reduced under established norms, the professional participant on securities markets is obliged to supply the guarantee fund within 90 days.  
(10) The using of guarantee fund resources without National Commission agreement is not admitted until the raying of license holder from state registry of the professional participant on securities markets.  
(11) The shareholders of the professional participant on securities markets can be any natural and legal persons. The amount of all shares held by the shareholders residents of countries and/or off-shore zones cannot be more than 5% from the statutory capital of the professional participant on securities markets.  
(12) The professional participant on securities markets officers are not entitled to hold directly or indirectly, on its behalf or jointly with its wife/ husband, as well as together with the kin of 1st degree, a substantial share or to be in an officer position to another professional participant on securities market, with the except of position of member of the Stock Exchange Council and member of the Central Depository Council.
(13) The persons mentioned in paragraph (12), as well as the professional participant on securities markets employees, with the exception of Stock Exchange and Central Depository employees, can not be employees of an other professional participant on securities markets.  
(14) Brokers and dealers are obliged to become Stock Exchange members, as well as Central Depository participants.
(15) In the purpose of securities markets development, professional participants on securities markets which carry out the activity on this market are entitled, voluntary, to constitute the non-commercial organizations.

SECTION IV. PROTECTION OF INVESTORS' INTERESTS ON THE SECURITIES MARKETS

Chapter 11. Disclosure of Information


Article 54. Disclosure of Information by the Issuer
(1) The joint-stock companies that correspond to one of the criteria envisioned in Article 2 paragraph (2) of Law on Joint-Stock Companies are obliged to disclose information about their securities and financial - economic activity, publishing:  
a) annual report for securities;
b) information on events and actions affecting the issuer's financial and economic operation;
The joint-stock companies that will meet the criteria of the interest public entity shall disclose additional information envisioned in legislation.  
The joint-stock companies that are in the process of insolvency or dissolution shall not disclose information on securities market. 
 (2) The annual report on securities shall include the following:
a) information about the issuer, including:
- list of issuer's insiders, information on securities circulation of the issuer, which belong to them;
- list of persons included in the issuer's management bodies, and the amount of their participation in the issuer's statutory capital;
- list of persons affiliated to issuers;
- list of shareholders owning no less than 5 percent of the total amount of the voting shares placed by the issuer;
- list of legal entities where the issuer owns no less than 25 percent of the statutory capital;
- list of the issuer's branches and representative offices;
- information about the issuer's reorganization or the reorganization of its affiliated persons;
b) information about the issuer's financial and economic operation, including:
- balance sheets, profit and loss accounts;
- information on statutory capital;
- information on financial dishonored liabilities;
c) information on the issuer's securities, including:
- number of issued securities, their classes;
- number of purchased and re-purchased securities;
- information about dividends and interest accrued on the issuer's securities.
(3) The National Commission is entitled to set forth additional requirements to the annual report of the issuer.
(4) The annual report shall be drawn up on the basis of the results for each reporting year and published in the mass media publication no later than 10 April of the year following the reporting year.
(5) The annual report shall be presented by the issuer to the National Commission, in the manner and form stipulated by it, but no later than 10 April of the following reporting year. The copy of the report shall be submitted to the securities holders of the issuer at their request.
(6) The events and actions affecting the financial and economic activities of the issuer are the following:
a) reorganization of the issuer and its affiliated persons;
b) adoption, by the authorized management body of the issuer, of the decision on securities issuance, qualification of issuance as executed or non-executed;
c) accrual and payment of yield on issuer's securities;
d) emergence in the issuer's registry of a person owning no less than 5 percent of its voting shares of any class;
e) days of closing the registry, the deadline of fulfilling the issuer's obligations to holders, terms of convening and holding the general meetings;
f) decisions of the general meetings;
g) facts of replacing the independent registrar or an independent auditor of an issuer;
h) facts of the issuer's transactions the size or amount of property on which makes up 25 percent of the issuer's assets as of the date of the transactions;
i) repurchase or purchase by the issuer of the securities previously placed;
j) resignation of the Council, Executive Body, Auditing Commission members; 
k) acceleration of honoring the financial substantial obligations of the issuer;   
l) any event that can attract the payment incapacity;
m) initiation or finalization of insolvency procedure of the issuer.
(7) Reports on considerable events and actions affecting the issuer's financial and economic operation shall be published by the issuer in compliance with its status within 15 days after the events or actions have taken place.
(8) Procedure and requirements of the information disclosure contained in the public offering prospectus and the report on the results of the public issuance of securities shall be established by the National Commission.
(9) Rules of information disclosure by the issuers that are banks or other financial institutions shall be set by the National Commission in coordination with the National Bank of Moldova.
(10) The joint-stock companies of which securities are registered to Stock Exchange share are obliged to present, in electronic form, the information specified in paragraph (1) to any Stock Exchange to which its securities are quoted.


Article 55. Disclosure of Information by Professional Securities Market Participants
(1) Professional participants on the securities markets shall disclose information about their security transactions in the following cases:
a) the professional participant on the securities markets has performed transactions with the one class of securities of a single issuer within one quarter provided that the number of securities under these transactions was no less than 50 percent of the total number of these securities;
b) the professional participant on the securities markets has performed a one-time transaction with the one class of securities of a single issuer provided that the number of securities under this transaction was no less than 5 percent of the total amount of these securities.
(2) Professional participants on the securities markets shall disclose the specified information containing:
a) the name of the professional participant in the securities markets,
b) the class of securities;
c) their state registration number,
d) the name of the issuer,
e) minimum and maximum price of one security,
f) the number of securities.
g) data of transaction execution.
(3) Professional participant on the securities market disclosures information specified in paragraph (2) no later than five days after the expiry of the appropriate quarter, during which the transaction has been executed, or after the appropriate one-time transaction pursuant to paragraph (1) by notifying the National Commission.
(4) The professional participant on securities market, in the event of public offering on secondary market or in the event of announcement of the purchase or sale prices of securities shall present in writing form to any person, upon his requirement, the accessible information or shall authenticate the absence of this information.  
(5) Professional participants on the securities markets shall also disclose other information on its activity in the volume and in the manner envisioned by this Law and the normative acts regulating this activity.

Article 56. Disclosure of Information by Stock Exchanges
(1) The Stock Exchange shall disclose the following information:
a) Stock Exchange rules and the Charter;
b) list of shareholders and list of persons comprising the management bodies of the Stock Exchange;
c) list of the Stock Exchange members;
d) list of securities admitted for circulation in the Stock Exchange;
e) for every transaction executed at the Stock Exchange - the date and the time of the transaction, the class and the state registration number of the securities which are the subject of the transaction, price per security, type of transaction, the number and the share of securities in the transaction of respective class.
(2) Information on results of each session of transaction, disclosed in compliance with the requirements stipulated in paragraph (1) subparagraph e), shall be placed on Stock Exchange web site until the end of the transaction day.  
 (3) The Stock Exchange shall publish the following information in the exchange bulletin or in other mass media periodicals, stipulated in its Charter and broadcasted within the whole country, as well on its official web site:
a) no less frequently than once a month, the information on securities admitted to circulation at the exchange; and
b) no less frequently than once a week, the information on transactions effected at the exchange.

Article 57. Disclosure by Self-Regulatory Organizations
(1) Self-regulatory organization shall disclose the following information:
a) Charter, rules and standards of a self-regulatory organization;
b) list of persons comprising the management bodies of a self-regulatory organization;
c) list of members of a self-regulatory organization;
e) information on taking sanctions to members of a self-regulatory organization, their officers, and personnel.
(2) Self-regulatory organization shall disclose other information on its operation in the manner and volume stipulated by the National Commission.

Article 58. Disclosure of Information by Securities Owners
(1) The person that purchase 5 per cent and more than total number of securities with voting right and certain class of one issuer shall inform the issuer in writing form within 5 working days from the day of purchase. The same requirements are to be followed by the holder at further purchase of 5 per cent securities of the same class of appropriate issuer.
(2) The person mentioned in paragraph (1) shall disclose the following information about his/her specified securities:
a) name of the person (its denomination);
b) class of securities;
c) their state registration number;
d) name of the issuer;
e) number of securities;
f) relative share of securities belonging to the person in their total amount.

Chapter 12. Privileged Information on the Securities Markets


Article 59. Insiders
(1) The insiders shall include:
a) officers of the issuer, including the members the Council, the Auditing Commission, Executive Body and other management bodies;
b) persons who own, individually or together with its affiliated persons, at least 50 per cent plus one share of the total volume of shares bearing voting rights;
c) persons that by virtue of their position, or under an agreement, or following of agreement negotiation, or following of the transfer of respective right the issuer or other its insider have access to the privileged information of the specified issuer;
d) natural persons who within the last six months were otherwise affected by subparagraphs a), b), or c) of this paragraph.
e) natural persons affiliated to persons mentioned at subparagraphs a)-d).
f) in the event that the persons mentioned in subparagraphs b) and c) are legal persons, insiders are also the natural persons who is officer of these legal person, as well the persons who have access to privileged information of the issuer, by virtue of exercising of their attributions within the respective legal person;     
g) any other person who possesses privileged information.
(2) The insiders are obliged to present quarterly to issuer the report on the total number of issuer’s securities that they hold. Within 5 days from the getting of insider position, it is obliged to present to issuer the information about its affiliated persons nominated in compliance with Article 3. The changes intervened in the respective information shall be presented to issuers within 5 days from the moment of their appearance.

Article 60. Requirements to Insiders
1) The insider is entitled to purchase or sell issuer’s securities:
a) by public offering on secondary market;
b) without the carrying out of public offering on secondary market, but with the condition of conformation of the followings requirements:
- until the transaction execution it was disclosed the information, envisioned in Article 54 paragraphs (6) and (7), which can influence the price of traded securities;
- the securities price is established in conformity with the provisions of Article 21 paragraphs(4)-(43).
 (2) The insider is not entitled:
a) to transfer the privileged information to any person, with the exception of the event that the transfer of information is carried out by virtue of his professional and working attributions;
b) to recommend or suggest to other persons, on the base of privileged information, the procurement or alienation of securities to which the respective privileged information is referred.
(3) The insider who has violated the provisions of paragraphs (1) and (2) shall reimburse, in compliance with legislation, the damaged party for its losses, including lost profit. The same liability is borne by any other person who used the privileged information received illicitly from the insider.
(4) Provisions of the present Article are applied only to the persons who hold securities placed by the joint-stock companies which correspond to the criteria envisioned in Article 2 paragraph (2) from Law on Joint-Stock Companies.

Chapter 13. Advertising in Securities Markets

Article 61. Requirements to Advertising
(1) Advertisement information in the securities markets shall contain the name (denomination) of the advertiser.
(2) The advertiser who is a professional participant on the securities markets shall include in the advertisement the information on the activities it is engaged in the securities markets. It is prohibited services advertising on securities market activity carried out by a person (resident or non-resident) non-authorized in the securities market field.    
 (3) Advertisers are not entitled to:
a) advertise unauthenticated or misleading information about their activity and about the securities offered for purchase and sale or other transactions, the conditions of these transactions, and the issuers of securities;
b) advertise the expected amount of yield on securities (except for securities with fixed income) and forecasts of price increase;
c) guarantee in public or otherwise inform investors on the ensuring of securities in question compared to other securities;
d) use advertising for unfair competition by referring to the shortcomings of professional participants on the securities markets involved in the similar activity or of the issuers of similar securities; and
e) refer in the advertising on the advertiser's performance evaluation made by the National Commission or other public authority.
(4) Securities advertising in which it is ignored one of the restrictions specified in paragraph (3), it shall deemed by National Commission as unfaith advertising.
(5) The advertiser shall be held responsible for damages caused by the advertisement in bad faith in conformity with the legislation.
(6) In the event that the advertising is acknowledged to be in bad faith, the contracts of the advertiser with the advertising agent shall be invalid.
(7) The advertiser shall submit to the National Commission a copy of an advertisement within 10 days following its publication.

Article 62. Information that is not an Advertising on Securities Markets
(1) Generally available information about securities and issuers, as well as the information submitted to authorized bodies in connection with their securities market regulation function in compliance with legislation shall not be considered advertising on securities markets.
(2) Information about the issuance of securities and calculated and/or paid dividends is advertising, exception the cases stipulated in the Law on Joint-Stock Companies and in the present Law.

Article 63. Ban on Securities Advertising
(1) Securities shall not be advertised:
a) prior to the registration of public offerings of respective securities in compliance with this Law; and
b) during suspension of the issuance.
(2) Contracts on securities advertisement shall be deemed invalid in the event that are violated the provisions of paragraph (1) subparagraph a).
(3) The National Commission is entitled to file a suit for the damage caused to investors as a result of failure to observe the provisions of paragraph (1).

Article 64. Additional Grounds for Termination of the Contracts on Securities Advertisement
(1) Deeming the securities issuance invalid and/or their issue defective shall serve as the additional ground, on those provided by the present Law, for termination of the contract on securities advertisement.
(2) A contract on securities advertisement the issuance of which is deemed invalid and/or the issue of which is deemed defective is terminated upon notification of the advertising agent by the advertiser.
(3) Advertising agent is entitled to request from an advertiser reimbursement for losses caused as a result of terminating the contract on advertisement.

Chapter 14. Responsibilities for Violations of Legislation in the Securities Markets


Article 65. Manipulations in the Securities Markets
(1) Manipulation in the securities markets shall be banned.
(2) Manipulations in the securities market are considered:
a) any practices, actions and activities aimed at artificially increasing, maintaining, lowering the price or volume of capital circulating on the securities market;
b) actions undertaken by parties in transactions, as a result of which the offer/demand ratio is forged, the securities price is being artificially assessed or changed;
c) the arbitrary determination of the initial listing price of securities, which is not supported by the financial and economic results of the issuer, value of assets, profitableness and volume of production;
d) carrying out demonstrative transactions, which do not have any economic reason, with the aim of influencing the listing price of securities;
e) cross transactions (masked securities exchanges) have the aim of creating an illusion of active negotiations or increased demand for certain securities and which conduct to the forging of the real market price of them. A cross transaction is one or more stock exchange orders for purchase or sale, placed by members of the stock exchange in the same period of time, at similar values for purchase and sale, according to this Law;
f) carrying out civil transactions with the aim of withdrawing securities from the organized market with the result of forging the real market price of securities;
g) active negotiations of certain securities by the same nominal investors at increased/decreased prices or carrying out false transactions in order to create an illusion of active negotiations, when there is no public interest in the securities concerned;
h) transactions involving insiders, violating the provisions of the present law;
i) disseminating through any means of information that create or could create false or erroneous indications as to the supply, demand or price of securities, including disseminating of rumors and false or erroneous news.
(3) The fact of manipulations in the securities market it is applied administrative and penal sanctions in compliance with the provisions of legislation.
(4) Any person involved in manipulation in the securities markets is obligated to reimburse the damaged party for losses, including lost profit, unless the person proved that the damaged party had been aware about the manipulation.
(5) A professional participant on securities market bears responsibility, pursuant to the legislation, for manipulations in the securities market.

Article 66. Other Violations of the Legislation on the Securities Markets
Other violations on the securities markets also include:
a) carrying out unregistered public offer of securities to National Commission on the primary or secondary markets;
b) failure to introduce during the initial public offering appropriate amendments and additions to the public offering prospectus and other documents submitted for the registration of the public offering in the event that it was discovered that they are inconsistent with the legislation requirements;
c) providing false information or concealing information requested by the National Commission;
d) registry maintenance with violation of the established requirements an rules;
e) failure to meet by issuers, professional participants on the securities markets and their self-regulatory organizations and other professional participants on securities market, the forms for reporting, as well term of publication in the open press and their submission to the National Commission as set forth in the legislation;
f) failure to meet by professional participants on the securities markets the requirement to the clients' access to the available information about their activities;
g) other violations stipulated in the legislation and normative acts of the National Commission.

Article 67. Responsibility for Violations of Legislation on the Securities Markets
(1) Persons who violate this Law and other normative acts that regulate the activity on securities markets shall be held responsible in the manner stipulated in the civil, administrative and criminal legislation.
(2) Damage caused as a result of the violations of the legislation that regulates the activity on securities markets is subject to reimbursement in the manner envisioned in the civil legislation.
(3) Voting right afferent to respective shares is suspended in the event of obtaining or increasing of the share in the statutory capital of one professional participant on securities market with violation of present Law provisions and other legislative acts.  These shares are taking into consideration at the establishment of the general shareholders meeting quorum, but do not participate at the adoption of decisions. The respective shareholders are obliged, within 3 months, to obtain National Commission’s permission or to sell shares obtained without permission. If, after expiration of this term, shall not be given the permission or the shares shall not be sold, the professional participant on securities market is obliged to cancel the respective shares, to issue new ones in the same number and to sell them, transferring the cash at the disposal of the canceled shares owner after the retention of supported expenses.  
(4) If, because of lack of buyers, the new issued shares were not sold or were sold only just a part of them, the professional participant on securities market shall reduce its statutory capital with the amount of canceled shares. 

Chapter 15. Final and Interim Provisions

Article 68. Taking effect of the present Law
(1) The Law shall take effect upon its publication.
(2) Issuers of securities:
- which are in the process of securities issuance as of the moment of effectiveness of this Law, shall complete the issuance in the manner valid before the Law has taken effect;
- before January 1, 2001, shall introduce in their foundation documents, amendments and additions resulting from this Law.
(3) Before January 1, 2000, professional participants on the securities markets, except for trust companies and investment funds shall
- bring their foundation documents in compliance with this Law;
- submit to the National Commission documents necessary for registration of the license for professional activities on the securities markets.
(4) In the event that the professional participant on the securities market is refused to be registered the license, it is liquidated pursuant to the procedure stipulated by the legislation in force.
(5) Before July 1, 2000 self-regulatory organizations shall:
- bring their statutory documents in compliance with the requirements of this Law
- submit to the National Commission the documents on obtaining a license of a self-regulatory organization.
(6) Within 3 months after present law takes effect, the stock exchange will bring its foundation acts into the compliance with this law. Persons, who lost pursuant to the present law, their membership of the stock exchange are obliged to sell their shares, pursuant to the stipulations of Article 44 paragraph 5.
(7) Applications for a license for professional activities on the securities markets, for registration of the securities issuance, and a permit to hold open subscription to securities, being reviewed by the National Commission at the moment the Law takes effect, shall be returned to the applicants for bringing them and the attached documents in compliance with this Law.
(8) The National Commission shall enforce the compliance of issuers, professional participants on the securities markets, and self-regulatory organizations, and other professional participants on the securities markets with provisions of this Article.
(9) Within 3 months the Government shall:
- submit the Parliament for examination proposals related to bringing this Law into compliance with the legislation, including draft Law on trust management and trust companies on the securities market;
- will bring its normative acts into the compliance with the present Law.
(10) The trust companies, before January 1, 2006 shall:
- bring their statutory documents in compliance with the provisions of Civil Code, present Law and other normative acts of the National Commission concerning the trust activity;
- inform the trust founders, by recommendatory letters, about their accounts and will propose them, by additional documents, amendments and additions to institution agreement of the trust previously concluded with the reason to conform it to form-agreement approved by the National Commission.        
(11) Amendments and additions on institution agreement of the trust, reflected in additional form-documents, approved by the National Commission, are accepted or refused in writing form by the trust founder. In the event that the trust founder does not carry forth expressly on additional form-document, the institution agreement of the trust shall be applied in compliance with the legislation and form-agreement provisions, approved by the National Commission
(12) Other particularities of the trust companies activity conformity with the legislation provisions are set forth by the National Commission.  
 (14) On the date of the taking effect of the present Law, it is revoked: 
Law on Securities Circulation and Stock Exchanges No.1427-XII of May 18, 1993;
Parliamentary Decree on Implementation of the Law on Securities Circulation and Stock Exchanges No.l428-XII of May 18, 1993;
Law on Introduction of Amendments and Additions to the Law on Securities Circulation and Stock Exchanges No.491-XIII of June 8, 1995;
Article XIX of Law on Amendments and Additions to Some Legal Acts No.788-XIII of March 26. 1996;
Article IV of Law on Amendments and Additions to Some Legal Acts No.827-XIII of May 3, 1996.

Speaker of the Parliament     Dumitru Diacov
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