Law

on the National Securities Commission


The Parliament approves the present organic law.

Chapter 1

GENERAL PROVISIONS

Article 1.

(1) The National Securities Commission (here-and-after referred to as the National Commission) is a body of public administration, undertaking regulating, supervision, monitoring of the capital market and activity of its participants. It is in force to make decisions, grant benefits, interfere, monitor, put under a ban, impose administrative and disciplinary penalties pursuant to the legislation.

(2) The National Commission is a legal person, has a stamp with the State Emblem and its name. Authority of the National Commission is in force throughout the Republic of Moldova.

(3) The location of the National Commission is Chisinau municipality.

 

Article 2.

(1) The National Commission undertakes its activity pursuant to the requirements of the Constitution, present law, other normative acts, stipulations of its regulation and is independent when implementing its plenary powers.

(2) Annually the National Commission presents to the Parliament, the President of the Republic of Moldova and the Government a report on its activity and operation of the capital market.

 

Article 3.

(1) The main assignments of the National Commission are:

a) organization and implementation of capital market development policy;

b) regulating, supervision and monitoring of the capital market;

c) maintain the rights of investors and public;

d) inform the securities owners and public on supply and demand, on issue and circulation of the securities;

e) determine the standards of professional activity on the capital market.

 

Article 4.

While implementing its plenary powers the National Commission interacts with public authorities with the aim to provide the maintenance of investors' and public's interests, as well as to provide transparency on the capital market.

 

Article 5.

The National Commission has the right to cooperate with the corresponding specialized international organizations and be their member.

 

Article 6.

(1) The budget of the National Commission is formed from:

a) dues, paid for issuance of any permits, licenses, for benefits granting, certification, registration, authorization, for making modifications to any of the above mentioned documents;

b) penalties, imposed pursuant to the legislation.

(2) Financial incomes, mentioned in part (1), are accumulated on a special treasury account and are stipulated in a specific article of the state budget. Withdrawal of these incomes are not allowed.

(3) At the end of financial year the excess of the National Commission budget is to be transferred to the state budget. In the event of insufficiency of income, the deficit is covered from the state budget by means of credit pursuant to the main interest rate of the National Bank of Moldova.

 

Article 7.

The Government, the National Bank of Moldova, ministries and departments, other bodies of public administration are to coordinate the draft projects of the normative acts, related to the function of the capital market and corporate management, with the National Commission.

 

Chapter II

FUNCTIONS AND RIGHTS OF THE NATIONAL COMMISSION

Article 8.

For implementation of the tasks, stipulated by the present law, the National Commission:

a) regulates the capital market;

b) issues licenses on professional activity with securities and on activity of self- regulating organizations;

c) supervises and monitors the implementation of the stipulations of the laws and other normative acts on securities;

d) determines the order and conducts the registration of public and tender offers, related to securities, as well as registers the results of public offers implementation;

e) stipulates the manner of allocation and circulation of the foreign securities on the capital market of the RM;

f) drafts and approves the rules on professional activity with securities, including standards of insurance and granting other guarantees for the capital market;

g) establishes compulsory requirements for securities operations, including provided with the real estate, for accounting and depository activity of the professional participants of the capital market, for registry on the shareholders;

h) together with the Ministry of Finance drafts and approves standards and rules of accounting system, as well as for specialized reporting system of the professional participants on the capital market, issuers and self-managing organizations;

i) provides creation of the public informational base on issuers, owners of licenses and function of the capital market;

j) approves qualification requirements for professional participants of the capital market, establishes the manner on testing the above mentioned persons;

k) keeps the state registry on securities, registry on professional participants of the capital market, licensing on professional activity at the capital market, certificates on operations with securities;

1) in collaboration with the body of public administration, undertaking the antimonopoly regulation, monitors the following of the antimonopoly legislation on the capital market;

m) registers the issuance of the securities of the issuers from the RM and issues the permits on circulation of the securities abroad;

n) informs the public on its activity, on development of the capital market, including monthly publishing of the securities prices, which are in the circulation out of the Stock Exchange, determines periodic press where the professional participants of the capital market and issuers are to publish the information, which should be open pursuant to the legislation;

o) undertakes other plenary powers, stipulated by the legislation on securities, on joint stock companies and regulations of the commission.

 

Article 9.

(1) The National Commission has the right to:

a) qualify securities (determine their kinds) pursuant to the legislation on securities;

b) in cases, stipulated by the legislation, suspend the issuance of securities or cancel the specific issuance of securities;

c) impose restraints on activity of securities market participants, namely, suspend bank operations on their accounts;

d) send directions to securities market participants for further compulsory implementation, including directions on holding general shareholders meetings, require presentation of accounting and other documents, oral and written explanations;

e) request and examine reports on activity of securities market participants periodically, pursuant to the stipulations of the legislation;

f) for professional participants of securities market establish compulsory standards of net assets, limiting risks on securities operations;

g) appoint independent registrar. The issuer, who violated the stipulated order of keeping the registry on securities shareholders, is to conclude a contract on keeping the registry on securities shareholders with the registrar;

h) in cases of securities legislation violation, with the aim to maintain the interests of investors and public suspend the placement and circulation of securities at the stock exchange and secondary market, clearing and counting on transactions;

i) suspend any activity on the securities market, which contradicts legislation, as well as activity, not stipulated by the legislation;

j) in the event of violation of the securities legislation, undertake measures towards individuals - participants of the capital market;

k) examine materials on administrative violations in the sphere of capital market and impose administrative penalties, pursuant to the legislation;

1) establish requirements on protection of materialized securities forms and in collaboration with the respective bodies monitor the implementation of the requirements;

m) monitor the circulation of securities in the RM;

n) appoint administrators in the event professional participants on the capital market are liquidated;

o) pursuant to the legislation on securities, qualify the activity of securities market participants as manipulation on the capital market.

(2) The National Commission has the right to provide paid services, related to the operation of the capital market, if these services are not its duties, stipulated by the legislation. The list of services and prices are determined by the regulation of the Commission.

 

Chapter III

MEMBERSHIP OF THE NATIONAL COMMISSION AND ITS BODIES

Article 10.

The National Commission is a corporate body and has five members, including the chairman and the deputy chairman.

 

Article 11.

All members of the National Commission are appointed by the Parliament for a period of seven years according to the proposal of the Speaker of the Parliament. The condition is that the parliament commissions on rights, appointments and immunity, on economy, industry and privatization submitted positive decisions. Each members of the National Commission has the right to be reelected.

 

Article 12.

Members of the National Commission may be appointed citizens of the RM, having experience in the sphere of finance, economy and bank system for not less than 10 years.

 

Article 13.

(1) Appointment of the members of the Commission is made by consent of the candidates, proved in written form.

(2) If the candidate to the National Commission is a member of any party or other public organization, he should stop his membership in the party or any public organization.

 

Article 14.

The plenary powers of the member of the National Commission are suspended in cases when:

a) the term of appointment has expired;

b) the Parliament recalls members in the event of unsatisfactory implementation of its duties or violation of legislation;

c) replaces members, in the event of non-implementation of the duties;

d) dismisses.

 

Article 15.

(1) The structure of the executive body of the National Commission, which is formed of departments and sections, its schedule, wages and expenses are established by the regulation of the Commission.

(2) The National Commission creates its own territorial agencies and approves regulations on them.

 

Article 16.

There may be created an advisory body within the National Commission - Expert Board. The National Commission appoints its organization, membership and its plenary powers.

 

Article 17.

The National Commission has the right to attract scientists and practice-specialists for conducting consultations, audit and examinations, paying their services, pursuant to the legislation;

 

Chapter IV

DECISIONS OF THE NATIONAL COMMISSION

AND THE PROCEDURE OF THEIR APPROVAL

Article 18.

(1) The Decisions of the National Commission are made within the sittings, which may be ordinary or special. Minutes of the sittings are signed by the Chairman of the Commission. Ordinary sittings are called when necessary, but no less than two times a month, special meetings - on the initiative of the Chairman or not less than two members of the National Commission.

(2) The sittings of the National Commission may be opened or closed. Closed sittings are held when there is a danger to cause damages to the capital market or its members. Decision on a closed sitting holding is made by voting.

 

Article 19.

(1) The sitting of the National Commission is authorized when not less than four members are present.

(2) The decisions of the National Commission are approved by the majority of voting present at the sitting. In the event of equal votes, the vote of the Chairman or, in his absence, of his Deputy is considered the casting vote.

(3) Members of the National Commission have the right to express special opinion on specific questions and register it in the Minutes, enclosing the corresponding materials.

 

Article 20.

The National Commission makes decisions in form of resolution or decrees. Resolutions are signed by the Chairman or, in his absence, by his Deputy; decrees - by the Chairman or his Deputy, or by one of the authorized member of the Commission.

 

Article 21.

(1) Resolutions of the National Commission may stipulate creation and liquidation of different institutions, including territorial agencies; issuance and cancellation of permits, licenses; approval and cancellation of documents; approval and modification of normative acts on regulation of the capital market; approval of regulations on capital market institutions; granting and recalling of plenary powers; putting under a ban.

(2) Decrees of the National Commission stipulate the requirements on presenting information and documents, check-up and examination are conducted pursuant to the decrees.

 

Article 22.

(1) Resolutions and decrees of the National Commission are published in "Official Monitor of the Republic of Moldova".

(2) Resolutions of the National Commission come into force from the day of publication, if there are no other terms stipulated.

(3) Decrees of the National Commission come into force from the day of publication.

 

Article 23.

Decisions of the National Commission may be appealed in court.

 

Chapter V

RIGHTS AND COMMITMENTS OF MEMBERS

AND EXECUTIVES OF THE NATIONAL COMMISSION

Article 24.

Members of the National Commission are independent in implementation of their duties and comply with legislation.

 

Article 25.

(1) The Chairman of the National Commission:

a) manages the activity of the National Commission, responds to the Parliament on implementation of the assignments, stipulated by the present Law and regulation of the Commission;

b) represents the National Commission in relations with public bodies, as well as in specific international organizations;

c) calls the sittings of the National Commission, presides and provides the implementation of the approved decisions;

d) distributes the duties and plenary powers of the National Commission members, approved through the Commission's decree;

e) organizers holding of tenders on vacancies in the executive body and territorial agencies of the National Commission;

f) appoints and fires employees of the National Commission and territorial agencies. If it is necessary, imposes disciplinary penalties, pursuant to the regulation;

g) signs conclusions, reports, official answers and other mail.

(2) In the absence of the Chairman of the National Commission the functions, stipulated in part (1), are undertaken by his Deputy.

 

Article 26.

The Chairman of the National Commission takes part in the sittings of the Parliament and the Government, with the agenda related to regulation and function of the capital market.

 

Article 27.

(1) Members and executives of the National Commission are to:

a) keep the confidentiality of the information, received within the process of implementation of the functions;

b) abstain from any activity or actions incompatible with the activity as a member or executive of the National Commission.

(2) Members of the National Commission may not:

a) be a close relative or be in close relations with the President of the Republic of Moldova, the Speaker of the Parliament, the Prime-Minister, the President of the National Bank of Moldova;

b) have previous convictions;

c) undertake any other paid activity, with the exception of scientific, teaching and art activity;

d) be members of administrative boards, board of directors, managing committee, inspection commission and other managing bodies of legal persons, which are subject of supervision on behalf of the National Commission;

e) hold more than 0,5% shares (participation share) or other securities of the professional participants and issuers;

f) use their plenary powers in advertising.

(3) Executives of the National Commission have no right to:

a) undertake any other paid activity, with the exception of scientific, teaching and art activity;

b) be members of administrative boards, board of directors, managing committee, inspection commission and other managing bodies of legal persons, which are subject of supervision on behalf of the National Commission;

c) hold more than 0,5% shares (participation share) or other securities of issuers and license owners;

d) use their plenary powers in advertising.

 

Article 28.

Members and executives of the National Commission undertake administrative and criminal liability in the event of violation of the stipulations of Article 27.

 

Article 29.

Members of the National Commission and its authorized members are authorized to request any documents, oral or written explanations, necessary for implementation of control functions of the National Commission, from capital market participants.

 

Article 30.

Members and executives of the National Commission are not authorized to pass their plenary powers to other persons.

 

Chapter VI

FINAL AND TRANSITIONAL PROVISIONS

Article 31.

The present law comes into force from the day of publication.

 

Article 32.

Within two months period from the day of publication of the present law, pursuant to the legislation, the State Commission for Securities Market changes into the State Commission for Securities, which is a successor of the State Commission for Securities Market.

 

Article 33.

The first membership of the National Commission is appointed by mandate with different duration. Every year the duration of a member's mandate will expire. The Chairman is appointed for seven years, the Deputy Chairman - six years, one of the members - five years, one member - four years, one member three years.

 

Article 34.

(1) Within two months from the date of application submission, the Government, or the authorized local administrative body, is to pass all necessary real estate (plots and buildings) to the National Commission and its territorial agencies, which are on the balance of the above-mentioned bodies.

(2) Within two months period the Government together with the National Commission is to:

submit to the Government for examination:

- draft Law on formation of Fund on compensation of investors' expenses;

- proposals on bringing the legislation into compliance with the present Law;

bring its normative acts into compliance with the present Law.






Speaker of the Parliament    Dumitru Diacov

Hotariri