of August 24, 2026 No. 181
About the markets of financial instruments and investing activities
The Parliament adopts this organic law.
This law shifts:
- The directive of the European parliament and Council 2014/65/EU of May 15, 2014 about the markets of financial instruments and about modification of the Directive 2002/92/EU and the Directive 2011/61/EU (in the new edition) published in the Official magazine of the European Union by L 173 of June 12, 2014, CELEX: 32014L0065, taking into account the last changes made by the Directive of the European parliament and Council (EU) 2024/2811 of October 23, 2024;
- Articles 2, 7 and 8 the Delegated directives of the Commission (EU) 2017/593 of April 7, 2016, supplementing the Directive of the European parliament and Council 2014/65/EU regarding the protection of the financial instruments and means belonging to clients, obligations on product management and the regulations applicable in case of provision or receipt of remunerations, the commissions or other types of cash or non-cash benefits, published in the Official magazine of the European Union by L 87 of March 31, 2017, CELEX: 32017L0593, taking into account the last changes made by the Delegated directive of the Commission (EU) 2021/1269 of April 21, 2021;
- Articles 1-10, 12-21, 23-25, 32-34 and 38-41 of Regulations of the European parliament and Council (EU) No. 236/2012 of the March 14, 2012 about short sales and certain aspects of credit default swaps published in the Official magazine of the European Union by L 86 of March 24, 2012, CELEX: 32012R0236, taking into account the last changes made by Regulations of the European parliament and Council (EU) 2023/2845 of December 13, 2023;
- Article 1-4, 6-8, 8a, 8b, 9, 10, 11a, 12-15, 17, 17a, 20, 21, 21a, 22-26, 27a-27f, 28-31, 35, 36, 39, 39a, 42, 46 and 54b Regulations of the European parliament and Council (EU) No. 600/2014 of May 15, 2014 about the markets of financial instruments and about modification of Regulations (EU) No. 648/2012, of the European Union published in the Official magazine of L 173 of June 12, 2014, CELEX: 32014R0600, taking into account the last changes made by the Delegated regulations of the Commission (EU) 2025/1156 of June 12, 2025;
- Article 1-4, 15-17, 22, 23, 26 and 27 Regulations of the European parliament and Council (EU) 2015/2365 of November 25, 2015 about transparency of transactions of financing with use of financial instruments and transparency of reuse, and about modification of Regulations (EU) No. 648/2012, of the European Union published in the Official magazine of L 337 from
On December 23, 2015, CELEX: 32015R2365, taking into account the last changes made by Regulations of the European parliament and Council (EU) 2023/2869 of December 13, 2023;
- Articles 2, 4, 21-26, 29, 34, 36, 37, 45, 66 and 71 Delegated regulations of the Commission (EU) 2017/565 of the April 25, 2016 supplementing the Directive of the European parliament and Council 2014/65/EU regarding the organizational requirements and conditions of activities applicable to investment companies, and also concepts of the value determined by the specified directive, the European Union published in the Official magazine L 87 from
On March 31, 2017, CELEX: 32017R0565, taking into account the last changes made by the Delegated regulations of the Commission (EU) 2021/1254 of April 21, 2021.
(1) This law establishes the legal basis applicable to the markets of financial instruments, investment services and investing activities performed in the Republic of Moldova for the purpose of ensuring integrity, the arranged functioning and stability of the markets of financial instruments, and also investor protection.
(2) For the purpose of, provided by part (1), this law regulates:
a) admission conditions to activities for provision of services and implementation of investing activities, including the investment companies and credit institutes of state members or societies of the third countries performing the activities in the territory of the Republic of Moldova;
b) conditions of issue of permissions, the organizations, functioning and supervision of investment companies and credit institutes of the Republic of Moldova in connection with provision of investment services by them or implementation of investing activities and rendering support services;
c) conditions of issue of permissions, organizations, functioning and supervision of trading floors and their operators;
d) the measures concerning special management, liquidation and the termination of activities of participants of the markets of financial instruments;
e) supervision, cooperation and application of this law by competent authorities, including supervision of the activities of investment companies performed outside the Republic of Moldova;
f) conditions of issue of permissions, the organizations, functioning and supervision of service providers on submission of reporting data;
g) the requirements to transparency applicable to transactions of financing with use of financial instruments and to their reuse;
h) legal regime applicable to short sales and credit default swaps.
(1) This law is applied:
a) to investment companies;
b) to investment consultants and authorized agents;
c) to operators of the market;
d) to trading floors and their operators;
e) to service providers on submission of reporting data, in limits and on the conditions provided by this law;
f) to the investment companies of state members performing activities in the territory of the Republic of Moldova based on the right of free provision of services or by creation of department in limits and on the conditions provided by this law
g) to the societies of the third countries providing investment services or performing investing activities in the Republic of Moldova by creation of department in limits and on the conditions provided by this law.
(2) Without prejudice to other provisions of this law its following provisions are applied as appropriate to credit institutes of the Republic of Moldova in case of provision by them of one or several investment services and/or implementation of one or several types of investing activities:
a) part provisions (4) Article 3;
b) the conditions provided by parts (3) - (5) article 18 of this law, without prejudice to provisions of article 41 of the Law on activities of banks No. 202/2017, and also articles 33 and 35-44 of this law;
c) operating conditions and regulations of professional behavior provided by Chapter III of the Section II, and also Article 12;
d) conditions of the organization and functioning of multilateral trade system (further - MTC) and organized trade system (further - OTC), provided by Chapter II of the Section III, in case of operation by MTS or OTC credit institutes;
e) provisions of Chapter V of the Section II, except for provisions of parts (2) - (5) Article 67 and parts (2) - (7) and (14) Article 68;
f) provisions of Chapter II of the Section I, and also Articles 143-153, 160 and 165-166.
(3) Following provisions are applied also to investment companies and credit institutes of the Republic of Moldova in case of sale to clients of the structured deposits or provision of consulting services by it on such deposits:
a) the conditions provided by parts (3) - (5) Articles 18, and also Articles 33 and 35-44;
b) operating conditions and regulations of professional behavior provided by Articles 12, of 46, of 47, part (5) Articles 50, Articles 51-57, 59, 60 and 62;
c) provisions of Chapter II of the Section I, and also Articles 143-153.
(4) Provisions of Articles 43-44 are applied to persons falling under exceptions based on Items 1), 5), 9) and 10) of part (1) Articles 3, if they are members or participants of the controlled markets and/or MTS.
(5) Provisions of Articles 122-124 are applied also to persons falling under exceptions based on Article 3.
(6) Article Provisions 6, Chapters IV of the Section II, Chapter III of the Section III, Chapter II of the Section VI and Item b) parts (1) Article 143 are applied as appropriate to persons provided by part (1), and also to credit institutes by provision of investment services by them and/or implementation of investing activities.
(7) Provisions of this Article and Article 3 are applied without prejudice to the special provisions provided by the Section VI.
(8) in the course of issue of permissions, the directions of notifications, registration and approvals provided by this law are not applied provisions of the Law on regulation of business activity by permission No. 160/2011.
(1) This law is not applied:
1) to insurance or reinsurance companies / insurers or overcautious persons in the value determined in the Law on insurance and reinsurance activity No. 92/2022, when implementing by them of the activities provided by the relevant law;
2) to persons providing investment services to only parent societies, the branches or other branches of the parent society;
3) to persons which are irregularly providing investment services within implementation of professional activity if such activities are regulated by regulations or the deontological code which is not excluding provision of these services;
4) to persons who perform at own expense transactions with the financial instruments other than derivative financial instruments on goods or emissions quotas or derivative tools on them and who do not provide any other investment services
or do not perform any other investing activities with financial instruments, except derivative financial instruments on goods, emissions quotas or derivative financial instruments on them, except as specified, when they:
a) are market makers;
b) are participants or members of the controlled market or MTS or have direct electronic access to trading floor, except for the non-financial organizations performing on trading floor of the transaction which can be estimated objectively as the reducing risks which are directly connected with business activity
or activities for financing of treasury of these non-financial organizations or their groups;
c) apply method of high-frequency algorithmic trade; or
d) perform transactions at own expense in case of execution of orders of clients;
5) to operators to whom obligations on ensuring compliance based on the Law on actions in the field of climate No. 74/2024 are assigned and which when implementing transactions with quotas for emissions do not perform the order of clients and do not provide any other investment services and do not perform any other investing activities except transactions at own expense provided that the corresponding persons do not use method of high-frequency algorithmic trade;
6) to persons providing investment services which consist only in management of system of participation of workers;
7) to persons providing investment services which consist only in management of system of participation of workers and are provided only for their parent society, branches or other branches of their parent society;
8) to members of the European system of Central Banks (further - ESTsB), National Bank of Moldova and to members of national authorities with similar functions in the European Union (further - the EU), to the Ministry of Finance, other bodies of the public power of the EU, authorized to manage public debt or participating in such management, and to the international financial institutions created by two or more state members for the purpose of mobilization of means and financial assistance for the benefit of the members who face serious problems with financing or are under the threat of such problems;
9) to the organizations of collective investment and the pension funds, irrespective of whether they are controlled or not at the level of the EU, and also to depositaries and managing directors of such organizations;
10) to persons:
a) which perform transactions at own expense with derivative financial instruments on goods or emissions quotas or derivative financial instruments on them, including market makers, except for persons performing transactions at own expense in case of execution of orders of clients; or
b) which provide the investment services other than transactions at own expense, concerning derivative financial instruments on goods or emissions quotas or derivative financial instruments on them, to clients or suppliers within the main activities provided that:
(i) in each of the above-stated cases considered
separately and in total, these types of activity are auxiliary in relation to their main activities at the level of group;
(ii) the corresponding persons are not part of group which main activities consist in provision of investment services in value of this law, implementation of one of the types of activity listed in article 14 of the Law on activities of banks No. 202/2017, or implementation of activities as the market maker for derivative financial instruments on goods;
(iii) the corresponding persons do not use method of high-frequency algorithmic trade; and
(iv) the corresponding persons on demand provide to the National commission on the financial market elements, based on which the activities provided by subitems and) and b), is considered by them as auxiliary in relation to their main activities;
11) to persons providing services of investment consulting within implementation of other professional activity which is not provided by this law provided that provision of such consulting services is not rewarded in a special way;
12) to operators of the transferring system and system operators in the value determined in the Law on the electric power No. 164/2025 or the Natural Gas Act No. 108/2016, in case of accomplishment by them of the tasks established by the relevant or adjacent legislation either codes of networks or recommendations accepted based on this legislation and also to any persons acting as service providers from their name for accomplishment of the tasks assigned to them on the same bases and to any operator or the managing director of system of balancing of the energy, pipe network or system designed to balance the supply and demand on energy during execution of these tasks;
13) to the central depositaries of financial instruments, except for case when they provide one or several investment services or one or several types of investing activities, stipulated in Article perform 9, in addition to the activities performed as the central depositary;
14) to service providers of collective financing in the value determined in the Law on services of collective financing No. 181/2023.
(2) the Exception, stipulated in Item 12) (1), it is applied to persons performing the activities provided by this Item, only if they perform investing activities or provide to part the investment services connected with derivative financial instruments on goods for the purpose of implementation of the related activity. This exception is not applied in case of operation of the secondary market, including platform of secondary trade in financial laws on transfer.
(3) Persons falling under exceptions based on Items 1), 9) or 10) of part (1), there shall not correspond to conditions, stipulated in Item 4) parts (1), for application of exception to them.
(4) the Rights granted by this law do not extend to provision of services as the partner according to the transactions performed by bodies of the public power or public organizations authorized to manage public debt, or to the transactions performed by National Bank of Moldova (further - National Bank), members of ESTsB when implementing of the powers of Central Bank provided by the applicable legislation by them.
(5) for the purposes of departure, stipulated in Item 3) parts (1), the investment service is considered the professional activity provided irregularly within implementation if the following conditions are complied in total:
a) there is close and specific connection between professional activity and provision of investment services to the same client, thus, the investment service can be considered as auxiliary in relation to the main professional activity;
b) investment services are provided to clients within the main professional activity not for the purpose of creation of systematic source of the income for person performing the related professional activity;
c) person performing the related professional activity is not engaged in sale or promotion otherwise of the opportunities for provision of investment services, except for case when clients are informed that these services are auxiliary in relation to the main professional activity.
(The following concepts mean 1) for the purposes of this law:
1) direct electronic access - the procedure by means of which the participant, the member or the client of trading floor allows other person to use the trade code for possibility of transfer electronically of the orders relating to the financial instrument it is direct on trading floor and which includes the agreements providing use by this person of infrastructure of the corresponding participant, the member or client or other system of connection presented by the participant, the member or the client for transfer of orders that means direct access to the market, and also agreements under which the corresponding infrastructure is not used by person that means the sponsored access;
2) the potential acquirer - physical person or legal entity or group of such persons acting in coordination who intend to acquire in any manner, directly or indirectly, including as the vygodopriobretayushchy owner, the share in the capital of investment company;
3) expected acquisition - the decision made by the potential acquirer for the purpose of direct or indirect acquisition in any manner of qualified participation in investment company or increase in the qualified participation so that the share of its voting powers or participations in the authorized capital reached or exceeded 20, 33 or 50 percent or that the investment company became its branch;
4) underlying asset - the financial instrument, the stock exchange index or the currency rate, interest rate, goods, baskets or combinations of these tools or values, and also any other asset, unit of measure, indicator, profitability, cost or size of which is the cornerstone of the cost of the derivative financial instrument;
5) management of portfolios - discretionary and individualized management of the portfolios which are turning on one or several financial instruments according to the powers conferred by the client;
6) the managing director of alternative investment fund (further - UAIF) - the legal entity whose current activities is management of one or several alternative investment funds;
7) the financial analyst - the corresponding person who constitutes the main part of investment research;
8) competent authority - the body appointed each state member according to the legislation of this state and responsible for implementation of the powers provided by the documents specified in Item a) parts (1) Articles 8, if this law does not provide other;
9) the vygodopriobretayushchy owner - in the value determined by article 52 of the Law on the prevention and anti-money laundering and terrorism No. 308/2017 financing;
10) certificates - securities which are traded on the capital market and which in case of return by the issuer of investments have priority over shares, but yield to unsecured bonds or other similar tools;
11) deposit certificates - securities which are traded on the capital market and which confirm the property right to securities of the foreign issuer and can be admitted to trading in the controlled market and be on sale irrespective of securities of the foreign issuer;
12) make-whole condition (with complete payment) - the condition directed to investor protection by providing what in case of early bond buyback the issuer shall pay to the investor owning the bond, the amount equal to the amount of net present value of the coupon payments which remained till repayment period and nominal value of the bond which is subject to the redemption;
13) the client - physical person or legal entity to which the investment company provides investment or support services;
14) the professional client - the client corresponding to criteria, stipulated in Article 48 or 49;
15) the retail client - the client who is not professional client;
16) the top management - physical persons which perform functions of members of executive body in investment company at the operator of the market or the service provider on submission of reporting data and answer to governing body for management of the current activities of the subject, including realization of allocation policy by the subject and its personnel of services and products to clients;
17) investment consulting - provision of personal recommendations to the client, on its request or at the initiative of investment company, concerning one or several transactions with financial instruments;
18) the central partner (further also - TsKA) - in the value determined by article 3 of the Law on finality of calculations in payment systems and settlement systems by financial instruments No. 183/2016;
19) simultaneous purchases and sales at own expense - the transaction during which person promoting the transaction mediates between the buyer and the seller in such a way that throughout the entire period of transaction it is never exposed to market risk at the same time both parties of the transaction are performed at the same time, and the bargain is concluded at the price in case of which person promoting the transaction does not get profit and does not incur losses, except for the commissions, the collection or deduction levied for the transaction and reported in advance;
20) sovereign debt - the debt security issued by the sovereign issuer;
21) the indirect owner - person who owns adds/acquires in ownership share in the authorized capital of investment company through other person over whom it exercises control;
22) the structured deposit - the deposit in the value determined in the Law on guaranteeing deposits in banks No. 160/2023, subject to complete return in case of approach of repayment period on conditions according to which percent or award are paid or are subject to risk, according to the formula including such factors as:
a) index or combination of indexes, except for variable rate deposits which profitability is directly connected with index of interest rate, such as Euribor;
b) financial instrument or combination of financial instruments;
c) goods or combination of goods to other tangible or intangible not fungible assets; or
d) exchange currency rate or combination of the exchange currency rates;
23) the central depositary of financial instruments (further also - the central depositary) - in the value determined by the legislation on the central depositaries of financial instruments;
24) derivatives - the financial instruments provided by the subitem c) Item 82) this Article and Items d) - j) Article 5;
25) the sovereign issuer - any of the following subjects issuing debt securities:
a) European Union;
b) The Republic of Moldova, state member, including government service, the agency or the special investment mechanism of state member;
c) one of federated members - in case of the federal state - the member;
d) the special investment mechanism for several state members;
e) the international financial institution created by two or more state members which purpose is mobilization of necessary means and financial assistance to the members which face serious problems with financing or are under the threat of such problems;
f) European Investment Bank;
26) the financial organization - any of the following subjects:
a) investment company;
b) credit institute;
c) insurance or reinsurance company;
d) the organization of collective investment into securities (further - OKITsB) and depending on circumstances its managing company;
e) alternative investment fund (further - AIF) in the value determined by the legislation on investment funds, the managed UAIF;
f) optional pension fund or organization of professional provision of pensions;
g) central partner;
h) central depositary of financial instruments;
i) subject of the third country to which in case of its location in the Republic of Moldova or the EU and applications of the legislation of the Republic of Moldova to it or the EU would be required permission, the license or registration for implementation of the activities equivalent to activities of the subjects provided by subitems a) - h);
27) parent entity - in the value determined in the Law on financial accounting and the financial reporting No. 287/2017;
28) the non-financial organization - the physical person or legal entity which is not the financial organization;
29) execution of orders on behalf of clients - action according to the conclusion of agreements on purchase or sale of one or several financial instruments on behalf of clients, and also the conclusion of sales agreements of the financial instruments issued by investment company or credit institute at the time of their issue;
30) outsourcing - any agreement signed between investment company and the service provider based on whom the service provider carries out process provides service or performs activities which in other conditions would be carried out by investment company;
31) branch - affiliated enterprise in the value determined in the Law on financial accounting and the financial reporting No. 287/2017, including any branch of affiliated enterprise of parent entity which manages them;
32) investment company - the legal entity whose main or regular activities consist in provision of one or several investment services to the third parties and/or in implementation of one or several types of investing activities on professional basis;
33) exchange investment fund - the fund having at least one class of the shares or shares addressing throughout the day at least on one trading floor and at least one market maker who takes measures for providing that the price of its shares or shares on trading floor significantly did not deviate the cost of its net assets and depending on circumstances from the estimated cost of net assets;
34) electronic form - any durable data carrier, except paper;
35) the market maker - person who is constantly ready to perform transactions at own expense in the financial markets, selling and buying financial instruments with use of equity at the prices established by it;
36) group - in the value determined by part (1) article 3 of the Law on financial accounting and the financial reporting No. 287/2017;
37) mainly commercial group - group which main activities do not consist:
a) in provision of investment services in value of this law;
b) in implementation of any of types of activity, the stipulated in Article 14 Laws on activities of banks No. 202/2017; or
c) in activities of the market maker for derivative financial instruments on goods;
38) credit institute - any of the following:
a) the bank which is subject to supervision based on the Law on activities of banks No. 202/2017 (further - credit institute of the Republic of Moldova);
b) the subject having the operating authority as credit institute in one of state members according to the applicable legislation of this state member;
39) tools of the money market - category of the tools which are usually traded on the money market such as treasury obligations, deposit certificates and commercial securities, except for payment instruments;
40) financial instruments - tools, stipulated in Article 5, including the tools issued with use of technology of the distributed registers;
41) derivative financial instruments - the financial instruments provided by the subitem c) Item 82) this Article, belonging to the goods or underlying asset specified in Item j) Articles 5, or provided by Items e), f), g) and j) Article 5;
42) derivative financial instruments on agricultural goods - the derivative agreements relating to the agricultural products provided by the national legal system on the organization of the markets of agricultural products and also to the products of fishery and aquaculture provided by appendix to the Law on policy in the sector of aquaculture and the organization of the market of products of fishery and aquaculture No. 288/2024;
43) the small and medium companies (further - MSP) - societies whose exchange capitalization on the basis of quotations on the end of the year for the last three years was less equivalent in Moldovan lei of 200 million euros. The exchange rate operating for December 31 of each of the last three years is applied to determination of equivalent in Moldovan lei of the amount of 200 million euros;
44) close ties - situation when at least two physical persons or legal entities are connected among themselves by one of the following methods:
a) participation in ownership form, directly or by means of control, at least 20 percent of the capital or voting powers of society;
b) control within the relations between parent entity and branch in all cases provided by the Law on financial accounting and the financial reporting No. 287/2017, or the similar relations between any physical person or legal entity and subject, at the same time any branch of affiliated enterprise is also considered branch of parent entity which manages them;
c) continuous communication between both or all these persons and the same third party by means of the control relations;
45) the place of execution - the controlled market, MTS, OTS, the independent operator, the market maker or other supplier of liquidity (including the subjects of the third countries performing similar functions) specified in policy of execution of investment company as the place where the investment company directs orders of the clients for the purpose of achievement of the best possible result;
46) trading floor - the controlled market, MTS or OTC;
47) members or participants - persons having access to the controlled markets or MTS, except for users who provide exclusively direct electronic access to trading floors;
48) the operator of the market - one or several legal entities who manage activities of the controlled market and/or operate such activities;
49) the limit order - the order on purchase or sale of the financial instrument at the specified limit price or on more beneficial price and in certain quantity;
50) governing body - bodies of investment company, the operator of the market or the service provider for submission of reporting data which are appointed according to the applicable legislation and are authorized to determine strategy, the purposes and general activity of the subject, and also exercise monitoring and supervision of decision making process and of the physical persons who are actually leading activities of the subject;
51) qualified participation - immediate or indirect possession in investment company of shares, component at least 10 percent of the capital or voting powers as 125 Laws on the capital market No. 171/2012, taking into account conditions of aggregation of such shares, or the investment company allowing to have significant effect on management or the operator of the market in which the respective share of participation belongs are stipulated in Article;
52) the corresponding person concerning investment company has one of the following values:
a) managing director, partner or person equal to it, director or authorized agent of the company;
b) managing director, partner or person equal to it or director of the authorized agent of the company;
c) the employee of investment company or the authorized agent of investment company, and also any other physical person which services are provided and are under control of the company or its authorized agent and which participates in provision of investment services and implementation of investing activities by investment company;
d) physical person which based on the agreement on outsourcing directly participates in provision of services for investment company or its authorized agent for the purpose of provision of investment services and implementation of investing activities by investment company;
53) persons acting in coordination - in the value determined in the Law on the capital market No. 171/2012;
54) persons holding key positions - members of personnel whose powers give them opportunity of considerable influence on achievement of strategic objectives of investment company or the operator of the market which are not part of governing body, carrying out within appropriate subject depending on circumstances the following functions:
a) risk management;
b) ensuring compliance;
c) internal audit;
55) the market of growth for MSP - MTS or the segment of MTS registered as the market of growth for MSP according to provisions of this law;
56) the liquid market - the market of the financial instrument or class of financial instruments in which on permanent basis there are persons prepared and ready to sale and purchase, estimated by the following criteria taking into account specific market structures of the corresponding financial instrument or class of financial instruments:
a) average frequency and average amount of transactions in different market conditions, taking into account nature and product lifecycle within the corresponding class of financial instruments;
b) quantity and type of participants of the market, including ratio between participants of the market and financial instruments with which transactions in the market of certain product are performed;
c) the average size of spreads, in the presence of such information;
57) the controlled market - the multilateral system operated and/or managed by the operator of the market which provides consolidation or promotes consolidation within system and according to its not discretionary rules of numerous interests on sale and purchase of financial instruments of the third parties in such a way that it leads to the conclusion of contracts with the financial instruments admitted to trading based on its rules and/or structures and which is permitted and functions on regular basis and according to this law;
58) practice of cross-sales - the offer of investment service together with other service or product as a part of packet or with the purpose to cause the arrangement or packet;
59) the structured individual investment product on the basis of insurance (further - PRIIP) - the product representing the structured individual investment product or investment product on the basis of insurance or the product having at the same time both characteristics;
60) the structured individual investment product - investment, including the tools issued by investment mechanisms or special target subjects on securitization when irrespective of legal form of investment the amount which is subject to payment to the individual investor is subject to fluctuations owing to binding to reference indicators or results of one or several assets which are not acquired directly by the individual investor;
61) energy product of the wholesale market - in the value determined by Item 109) of article 2 of the Law on the electric power No. 164/2025;
62) the structured financial products - the securities created for the purpose of securitization and programs of the credit risk connected with group of financial assets which grant to the owner of securities the right to receive the regular payments depending on the cash flows arriving from underlying assets;
63) redistribution of financial instruments - sale of one financial instrument and purchase of other financial instrument or implementation of the right to change of conditions of the existing financial instrument;
64) remuneration - all payment methods or pecuniary or non-financial benefit, provided directly or indirectly by investment companies to the corresponding persons by provision of investment or support services by them to clients;
65) investment services and investing activities - any of services and any of the types of activity provided by part (1) Articles 9, belonging to the financial instruments specified in Article 5;
66) support service - any service provided by part (2) Article 9;
67) multilateral system - system or the mechanism within which/which numerous interests of the third parties on purchase and sale of financial instruments can interact;
68) multilateral trade system or MTS - the multilateral system managed by investment company or the operator of the market which combines within system and according to not discretionary rules of system numerous interests on purchase and sale of financial instruments of the third parties in such a way that it leads to the conclusion of agreements according to this law;
69) organized trade system or OTC - multilateral system which is not the controlled market or MTC and within which numerous interests of the third parties on purchase and sale of bonds can interact the structured financial products, emissions quotas and derivative financial instruments in such a way that it leads to the conclusion of agreements according to this law;
70) society of the third country - society which would be the credit institute providing investment services or performing investing activities in case of the location in the territory of the EU;
71) the OKITsB managing company - society which current activities is management of OKITsB in the form of open-end investment funds or investment companies in the value determined by the legislation on investment funds;
72) spread - difference between quotations of sale and quotations of purchase;
73) state member - any state the member of the EU or European economic space (further - EEP);
74) the State of origin - the member:
a) for investment company:
(i) state member in which there is head office if the investment company is physical person;
(ii) state member in which there is legal address (registered) if the investment company is legal entity;
(iii) state member in which there is head office if it has no legal address according to the domestic legislation of the state;
b) for the controlled market - state member in which the controlled market is registered, or if according to the domestic legislation of this state member it has no legal address, state member in which there is its head office;
75) the host state - the member - the state member other than the State of origin - the member in whom the investment company has department or provides investment services and/or performs investing activities, or state member in which the controlled market provides the proper mechanisms allowing the members or participants founded in this state member to participate in the biddings remotely within the system;
76) department - the place of implementation of activities other than head office or legal address which is part of investment company has no the status of the legal entity and provides investment services and/or performs investing activities and which can also provide support services for which the investment company got permission. All places of implementation of activities founded in the same state member by investment company with the location in other state member are considered as one department;
77) the durable carrier - any tool, which:
a) allows the client to store information addressed to him personally, the method providing possibility of the subsequent viewing of this information during the period of time adapted for the purposes of this information; and
b) allows to reproduce the saved information precisely;
78) method of high-frequency algorithmic trade - the method of algorithmic trade which is characterized:
a) the infrastructure designed to minimize delays in networks or other types of delays, having at least one of the following means connected with algorithmic input of orders: collocation, proksimiti-hosting or high-speed direct electronic access;
b) determination by means of system of initiation, generation, the direction or execution of orders without intervention of the person for separate transactions or orders; and
c) high intra day levels of the messages representing orders, quotations or their cancellation;
79) algorithmic trade - implementation of transactions with financial instruments on the basis of computer algorithm which automatically establishes, in case of the minimum intervention of the person or without that, separate parameters of orders, such as initiation of the order the initiation moment, the price or amount of the order or method of management of the order after its sending, and does not include the systems used only for the purpose of the direction of orders on one or several trading floors, the processing of orders which is not assuming establishment of trade parameters, confirmation of orders or post-trade processing of committed transactions;
80) implementation of transactions at own expense - the conclusion of transactions with one or several financial instruments with use of equity;
81) the third country - any state which is not entering the EU or EEP;
82) securities - classes of securities which can be traded on the capital market, except for payment instruments, such as:
a) shares in societies and other securities equivalent to shares in societies, societies of partner type or other organizations, and also deposit certificates on the share;
b) bonds and other securitized debt securities, including deposit certificates on such securities;
c) any other securities granting the right to purchase or sale of such securities or leading to the calculation in cash established concerning securities, currencies, interest rates or profitability, goods or other indexes or units of measure.
(2) the Concepts and expressions used in this law and which are not provided by part (1), matter, determined by the Law on the capital market No. 171/2012.
The investment services and types of investing activities regulated by this law belong to the following financial instruments:
a) securities;
b) shares (securities) issued by the organizations of collective investment;
c) tools of the money market;
d) the option agreements, futures contracts, swap contracts, forward percentage contracts and any other derivative agreements relating to securities, currencies, interest rates or profitability, emissions quotas or other derivative tools, financial indexes or financial performance which can be performed by physical delivery or cash calculation;
e) the option agreements, futures contracts, swap contracts, forward percentage contracts and any other derivative agreements relating to goods which shall be performed by cash calculation or can be performed by cash calculation upon the demand of one of the parties, except as specified the violations of obligations or other event leading to agreement cancelation;
f) option agreements, futures contracts, swap contracts, forward percentage contracts and any other derivative agreement relating to goods, calculation for which can be made by physical delivery, provided that it is traded on the controlled market, on MTS or OTC, except for energy goods of the wholesale market which address on OTS and calculation, on which it shall be made by physical delivery;
g) the option agreements, futures contracts, swap contracts, forward percentage contracts and any other derivative agreements relating to goods, calculation for which can be made by physical delivery, not specified in Item f) and not having commercial appointment which have characteristics of other derivative financial instruments;
h) the derivative financial instruments serving for transfer of credit risk;
i) financial contracts on difference;
j) the option agreements, futures contracts, swap contracts, forward percentage contracts and any other derivative agreements relating to climatic variables, chartering fees, the rates of inflation or other official economic statistical data which shall be performed by cash calculation or can be performed by cash calculation upon the demand of one of the parties, except for the case of violation of obligations or other event leading to termination and also any other derivative agreements relating to assets, the rights, obligations, indexes and indicators which were not otherwise specified in this part, having characteristics of other derivative financial instruments taking into account in particular whether they are traded on the controlled market, in the OTC or MTC system;
k) the emissions quotas consisting of any units recognized conforming to requirements of the Law on actions in the field of climate No. 74/2024.
(1) In the Republic of Moldova marketing, sale and/or distribution of derivative financial instruments as the binary options representing the derivative financial instrument with cash calculation in case of which payment of the fixed sum of money depends on approach of one or several certain events concerning the price, level or the cost of underlying asset on repayment date of the derivative financial instrument are prohibited. Use of training as means of marketing, sale or distribution of derivative financial instruments as binary options is violation of provisions of this part.
(2) In the Republic of Moldova marketing, sale and/or distribution to one or several retail clients of the derivative financial instruments addressing through electronic trade platform who directly or indirectly assume the effect of financial leverage established depending on underlying asset by any of the following methods are prohibited:
a) payment of different remunerations to the existing clients for involvement of new clients or prospective clients by them or for the recommendation to other persons of the offered derivative financial instruments or the services provided in connection with these tools;
b) provision of gifts or bonuses to the client or provision of any other benefit when such provision depends on transactions with the distributed derivative financial instruments;
c) use of external suppliers of telephone intermediary services in type of call center for customer relation or prospective clients;
d) use of any software designed, developed or sold by suppliers of the software for the purpose of direct or indirect obtaining, fully or partially arrived from the losses suffered by clients in case of distribution of the corresponding products or provision of the related services;
e) provision to any third party directly or indirectly participating in distribution of the corresponding products or provision of the related services, any profit, directly or indirectly received, fully or partially, from the losses suffered by clients in case of distribution of the corresponding products or provision of the related services;
f) providing necessary means for transactions by automatic write-off of funds from payment card without the consent of the client.
(3) the Effect of financial leverage specified in part (2), represents any procedure which allows to increase exposure to market risk of the nonprofessional client over the amount which it allocated for the corresponding transaction.
(4) Marketing, sale or distribution to retail clients in the Republic of Moldova of derivative financial instruments as financial contracts on difference (further - FKR) are limited to cases when the following conditions are complied in total:
1) dealer/seller of FKR:
a) demands from the retail client or the consumer to pay at least initial protective margin;
b) provides to the retail client or the consumer possibility of position closing within protective margin;
c) provides to the retail client or the consumer condition of protection against negative balance;
2) the dealer/seller of FKR and any other person involved in marketing, sale or distribution of FKR:
a) does not perform payment to the retail client or consumer, does not provide them cash or non-cash benefit in connection with marketing, sale or distribution of FKR, except the profit got from any offered FKR;
b) does not transfer the message or does not publish the information available to the retail client or the consumer connected with marketing, sale or distribution of FKR if only they do not contain the warning of risks, content and which form correspond to regulations of the National commission.
(5) for the purposes of part (4) the following concepts and expressions are used in value:
1) FKR - the derivative financial instrument other than the option, the future, swap or the forward percentage contract, irrespective of whether he addresses or not on trading floor which corresponds to the following conditions:
a) offers the owner line item or the detailed or short description of difference between the price, level or cost of underlying asset at the beginning and in contract end of validity; and
b) is subject to execution by cash calculation or it can be performed by cash calculation upon the demand of one of the parties, except for the case of violation of obligations or other event leading to termination;
2) non-cash benefit - any non-cash benefit other than research information and tools in that measure in what they are connected with FKR;
3) initial margin - any payment necessary for initiation of FKR, except for the commissions and trade remunerations;
4) protective initial margin - the initial margin determined depending on underlying asset according to regulations of the National commission;
5) protection against negative balance - the maximum total amount which the retail client or the consumer on all FKR connected with the trading account FKR opened at the dealer/seller of FKR, but no more can lose:
a) concerning all corresponding FKR - the amounts which remained on this trading account from initial margin and variable margin; and
b) concerning all corresponding open FKR - profits, and concerning all corresponding closed FKR - the amounts which remained on this trading account from the got profit;
6) variable margin - any payment necessary for trade of FKR, except for the commissions and trade remunerations.
(6) Provisions of this Article are not applied to the derivative financial instruments admitted to trading in the controlled market or within MTC or OTC.
(7) Violation of provisions of parts (1) - (3) is crime and attracts punishment according to provisions of the Criminal code No. 985/2002.
(8) It is supposed that the advertizing extended for the purposes of this Article is deceptive advertizing in the value determined by article 3 of the Law on advertizing No. 62/2022, to the proof of the return following from the investigations made for this purpose by competent authorities.
(9) For the purpose of establishment and/or prevention by the National commission on the financial market (further - the National commission) violations of provisions of this Article, are applied as appropriate provisions of Articles 143, 148 and 149.
(10) For the purpose of implementation of powers on intervention concerning products the National commission can set regulations restrictions or prohibitions in the relation:
a) realization, distributions or sales of certain financial instruments or - in coordination with National Bank - the structured deposits or separate financial instruments or the structured deposits with the certain specified characteristics; or
b) implementation/use of certain type of activity or financial practice.
(1) the National commission is competent authority which applies provisions of this law and the regulations approved for its execution. For this purpose the National commission performs powers on regulation, supervision and control according to provisions of this law and Law on the National commission on the financial market No. 192/1998.
(2) For application of this law the National commission:
a) approves normative administrative acts according to the law;
b) publishes individual administrative acts; and
c) publishes on own initiative or at the request of the concerned party of the letter of explanatory and advisory nature.
(3) the National commission performs the powers provided by this law on regulation, supervision and control in coordination with National Bank concerning the following:
a) provisions by credit institutes of the Republic of Moldova of services and implementation of the types of activity provided by parts (1) and (2) Articles 9, with use of the financial instruments specified in part (4);
b) the trading floors organized by credit institutes of the Republic of Moldova in the form of MTS and OTC within which transactions only with the tools provided by part are performed (4);
c) sales by credit institutes of the Republic of Moldova of the structured deposits connected with the tools provided by part (4), and also provisions of the related consulting services according to part provisions (3) Article 2;
d) market monitoring of the structured deposits realized distributed or sold in the Republic Moldova / from the Republic of Moldova.
(4) Under action of provisions of part (3) fall:
a) tools of the money market;
b) government securities;
c) the derivative financial instruments provided by Items d), h) and i) Articles 5, belonging to the tools of the money market, currencies, interest rates or profitability and rates/indexes published by National Bank and the European Central Bank.
(5) For assistance to effective supervision of application of provisions of this law the National Bank and the National commission sign written agreements about cooperation.
(6) the Agreements on cooperation provided by part (5), shall turn on the cooperation mechanism between the National commission and National Bank at least on the following aspects:
a) check of observance of the necessary conditions provided by this laws, regulations published or approved for execution of this law, investment services, applicable by provision, implementation of investing activities and also when rendering assistance in process of issue of permissions to credit institutes of the Republic of Moldova;
b) the measures necessary for mutual exchange of any essential or pertinent information for accomplishment of the functions and tasks provided by this law.
(7) When implementing the powers provided by the Law on the National commission on the financial market No. 192/1998 and this law, the National commission can act as the service provider on professional training, training and advanced training, and respectively the appraiser of professional skills in the field of the financial market.
(8) For the purpose of the execution of this law and other regulations regulating investment services and investing activities, the National commission keeps the Public register of the National commission electronically (further - the Register of NKFR) which is posted on the official website of the National commission and is periodically updated. The structure, content, method of maintaining and publication of the Register of NKFR are established by regulations of the National commission.
(9) the National commission notifies the European body for securities and the markets (further - ESMA), the European commission and competent authorities of state members about competent authorities of the Republic of Moldova and the distribution of powers established by this Article.
(1) the National commission is:
a) competent authority in the value determined by Regulations of the European parliament and Council (EU) No. 600/2014 of May 15, 2014 about the markets of financial instruments and about modification of Regulations (EU) No. 648/2012 (further - Regulations (EU) No. 600/2014) responsible for supervision of application of its provisions and the regulating provisions of the EU published in pursuance of the Directive of the European parliament and Council 2014/65/EU of May 15, 2014 about the markets of financial instruments and about modification of the Directive 2002/92/EU and the Directive 2011/61/EU (further - the Directive 2014/65/EU), and Regulations (EU) No. 600/2014, by implementation of the powers provided by this law and the Law on the National commission on the financial market No. 192/1998;
b) the single competent authority performing functions of contact Item according to Article 166 and the Regulations (EU) No. 600/2014;
c) competent authority in the value determined by Regulations of the European parliament and Council (EU) No. 236/2012 of March 14, 2012 about short sales and certain aspects of credit default swaps (further - Regulations (EU) No. 236/2012) responsible for supervision of application of provisions of regulations and the regulating provisions of the EU published for its application;
d) competent authority according to provisions of Regulations of the European parliament and Council (EU) No. 1286/2014 of November 26, 2014 about key information documents for the structured individual investment products on the basis of insurance (PRIIP) (further - Regulations (EU) No. 1286/2014) responsible for supervision of observance of the requirements established by these Regulations for founders of PRIIP and persons providing consulting services on PRIIP or selling PRIIP.
(2) the National commission when implementing the prerogatives provided to it according to part (1), approves within the powers regulations for ensuring execution of the acts specified in part (1), the technical regulating or implementation standards accepted by the European commission based on the powers conferred to it, and also recommendations published by ESMA.
(3) the National commission has all powers on supervision established by this law and acts specified in part (1), including:
a) powers on investigation of any violations of the acts specified in part (1), and also the regulations published or approved for their execution;
b) powers on acceptance of supervising measures, including measures, stipulated in Article 144; and
c) powers on application of sanctions and sanctions measures according to provisions of this law in case of violation of provisions of the acts specified in part (1).
(4) If violation of any provisions of the acts specified in part (1), or the regulations published or approved for their execution property and/or moral damage is caused, injured person has the right to address to competent degree of jurisdiction with the civil action, except as specified, when the acts specified in part (1), other is provided.
(5) the National commission without unreasonable delay notifies the European commission and ESMA on the provisions setting the mode of sanctions and supervising measures, applied in case of violation of the acts specified in part (1), and also on any changes of these provisions.
(The Investment services and investing activities regulated by this law include 1):
a) acceptance and transfer of the orders relating to one or several financial instruments;
b) execution of orders on financial instruments on behalf of clients;
c) implementation of transactions at own expense;
d) management of portfolios;
e) investment consulting;
f) subscription to financial instruments and/or placement of financial instruments on the basis of firm commitment;
g) placement of financial instruments without firm commitment;
h) operation of MTS;
Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info
Database include more 50000 documents. You can find needed documents using search system. For effective work you can mix any on documents parameters: country, documents type, date range, teams or tags.
More about search system
If you cannot find the required document, or you do not know where to begin, go to Help section.
In this section, we’ve tried to describe in detail the features and capabilities of the system, as well as the most effective techniques for working with the database.
You also may open the section Frequently asked questions. This section provides answers to questions set by users.