LAW OF THE REPUBLIC OF MOLDOVA

of December 26, 2024 No. 312

About modification of some regulations (the single participant)

The Parliament adopts this organic law.

This law shifts part (1) Articles 2, Article 4 and part (1) Article 5 of the Directive 2009/102/EC of the European parliament and Council of September 16, 2009 in the field of the corporate law regulating private limited liability companies with the single participant (the codified version) (the text concerning EEP) published in the Official magazine of the European Union by L 258 of October 1, 2009, CELEX: 32009L0102.

Art. I. – In the Join-stock companies law No. 1134/1997 (repeated publication: The official monitor of the Republic of Moldova, 2020, Art. No. 372-382, 341), with subsequent changes to make the following changes:

1. To add formula of harmonization with the paragraph of the following content:

"– shifts part (2) Article 4 of the Directive 2009/102/EC of the European parliament and Council of September 16, 2009 in the field of the corporate law regulating private limited liability companies with the single participant (the codified version) (the text concerning EEP) published in the Official magazine of the European Union by L 258 of October 1, 2009, CELEX: 32009L0102.".

2. Item d) parts (Article 45 to state 3) in the following edition:

"d) payment of remunerations to members of council of society, executive body, audit committee and committee on audit;".

3. In Article 48:

parts (to state 2) in the following edition:

"(2) the Decisions of general shareholder meeting which are drawn up in writing are obligatory for officials and shareholders of society. If society has the single shareholder, the individual decision made by this shareholder is considered the decision of general shareholder meeting.";

Item b) parts (to state 3) in the following edition:

"b) approval of the Code of corporate governance constituted according to the requirements provided by regulations of the National commission on the financial market and also introduction in it of changes or amendments. The model code of corporate management by joint-stock company with completely or mainly the state capital affirms the Government;".

4. In Article 65:

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