2000-06-02
The National Bank of Moldova issued this regulation to establish mandatory rules and procedures for commercial bank mergers, absorptions, and the sale of substantial asset shares. It requires prior written consent and formal permission from the central bank, while capping the successor institution’s dominant market position at 35 percent of total sector assets and individual deposits. The framework mandates systemic risk evaluations, standardized application timelines, and the transfer of licenses to ensure ongoing financial sector stability.
Skip to main content
Accessibility options
Visual aid
Oversize widget
Contrast High
Contrast Low
Contrast Default
Invert Partial
Invert Full
Invert Default
Animation Disable
Font Opendyslexic
Font Comic Sans/Neue
Font Readable
Font Default
Cursor Small
Cursor Medium
Cursor Large
Cursor Default
×
Do you have good eyesight and want to turn this tool off?
Interactive database
Career
Română
English
Русский
Contacts
Audience
Petition and requests for access to information
Postal Address: 1 Grigore Vieru Avenue, MD-2005, Chisinau, Republic of Moldova.
Working hours: Monday - Friday / 8 AM - 5 PM.
Official exchange rate of Moldovan Leu:
Chancellery:
+373 22 822 370 ;
+373 22 822 369 ;
Antechamber:
+373 22 822 607 ;
+373 22 822 608 .
Specialized anti-corruption line:
Complaints against foreign exchange entities:
Information on licensing foreign exchange units:
373 22 822 351 ;
373 22 822 189 ;
Portalul WEB al BNM – crm.bnm.md .
Information on obtaining authorizations according to the Law on Foreign Exchange Regulation:
373 22 822 351 ;
373 22 822 189 .
Information on notification of private external commitments:
crm.bnm.md
Relations with Mass Media:
+373 60668876 ;
+373 22 822 440 ;
Acquisitions:
+373 22 822 622 ;
Employment:
+373 22 822 158 ;
+373 78 881 488 ;
Schedule of reception of citizens by the Executive Board of the National Bank of Moldova. The registration of applicants for an audience is carried out based on a written request on the subject addressed.
Anca Dragu, Governor
1st Wednesday of the month: 14.00-16.00.
Petru Rotaru, First Deputy Governor
2nd Wednesday of the month: 14.00-16.00.
Tatiana Ivanicichina, Deputy Governor
3rd Wednesday of the month: 14.00-16.00.
Constantin Șchendra, Deputy Governor
4th Wednesday of the month: 14.00-16.00.
Mihnea Constantinescu, Deputy Governor
5th Wednesday of the month: 14.00-16.00.
Please, note the requirements for receiving and examining petitions and requests for access to information of public interest addressed to the National Bank of Moldova! Details
Menu
Welcome to the
official website of
the National Bank of Moldova !
Presentation of the information
Information search
Information filtering
Customization of the informational content of the page
Marking the information
Submission of proposals on the drafts of normative acts published for public consultation
Access of interactive database with dynamically represented statistics
If
you want to send
a message ( question or
suggestion )
on- line , go to section
"Feedback "
from the main menu
at the top
of the website .
You can choose one of the most popular reports from the list:
NBM Interactive Database
Reset
Search
Main activities
Monetary Policy
About the monetary policy of the National Bank of Moldova
Monetary policy decisions
Inflation Report
The evolution of inflation rate
Monetary policy instruments
Rates and indicators evolution
Annual Report
Technical boxes
Stabilitatea financiară
Decisions of the National Financial Stability Committee
Press releases on the establishment of the CCyB rate
Activities in the field of sustainable finance
Bank lending survey
Residential Real Estate Price Index (RPPI)
Normative acts
National currency
Banknotes
Coins
Press releases
Commemorative coins
Financial Markets
Monetary market
Foreign Exchange Market
Central Securities Depository
Normative acts regarding the Single Central Depository
State securities market
Normative acts
Supervision banks
Banking supervision
Normative acts
Press releases
Press releases on Twinning project
Press releases on transition to BASEL III
Bank resolution
Releases related to the resolution
On early intervention to the BC „ENERGBANK” S.A.
On early intervention to the BC „Moldindconbank” S.A.
On intensive supervision (special supervision) to the Banca comercială „MOLDOVA - AGROINDBANK” S.A.
Press releases on Kroll and Steptoe & Johnson investigation
Information on the liquidation process of Banca de Economii S.A., BC "BANCA SOCIALĂ" S.A. and B.C. "UNIBANK" S.A.
Supervision non-bank lending
Supervision insurance market
Payment System
Payment system supervision
Single Euro Payments Area (SEPA)
Normative acts
National campaign: 'Cashless payments. Simple. Convenient. Safe'
Preventing fraud and attempted fraud
AML/ CFT
European integration and international relations
Statistics
International accounts statistics
Monetary statistics
Foreign exchange market statistics
Interactive database
About NBM
Corporate Governance
Objectives, values and general information about the NBM
Balance sheet of NBM
Financial Statements of the NBM
Statement of comprehensive result of the NBM
Annual budgeted expenditure
Other activities
Press releases
Evolution of monetary indicators
Supply and demand in the foreign exchange market
Evolution of official reserve assets
The evolution of inflation rate
Monetary policy decision
Credits and deposits market development
Balance of payments of the Republic of Moldova
The financial situation of the banking sector
Balance sheet of NBM
Statement of comprehensive result of the NBM
Situațiile financiare semianuale neauditate ale BNM
Situațiile financiare anuale auditate ale BNM
Annual budget of the NBM
International Investment Position
External debt
The evolution of international accounts of the Republic of Moldova
Money transfers from abroad made in favour of individuals through banks of the Republic of Moldova (net settlements)
International accounts of the Republic of Moldova
Cash Foreign Exchange Market
Non-cash Foreign Exchange Market
Aggregate FX position on the banking system
NBM's activity on the interbank market
Technical box
Announcements
Evolution of the volume of cash operations
The capital buffers rates
Twinning 2021
Sectoral balance sheets
The financial situation of the insurance sector
Report on ensuring transparency in the decision-making process
Sondajul cu privire la creditarea bancară
Financial accounts of the Republic of Moldova (experimental data)
Meeting of the National Committee on Financial Stability
Publications
Inflation Report
Annual Report
Statistical yearbook "International accounts of the Republic of Moldova"
International accounts of the Republic of Moldova
Report on the Supervision of the Payment System of the Republic of Moldova
Financial stability report
Report on the financial market infrastructure monitoring results
Sectoral balance sheets
Financial accounts of the Republic of Moldova (experimental data)
Quarterly financial stability assessment reports
Raportul de evaluare a riscurilor de spălare a banilor și finanțare a terorismului în sectorul bancar
Legislation
Laws
Decisions
Regulations
Instructions
Recommendations
Transparency on decision making
Infographics
Calendars
Press room
Financial education
Technical boxes
Articles
Glossary
Questions and Answers
Vacancies
Events
Conferences
Acquisitions
Press releases on NBM activity
Announcements
Get the information about National Bank's activity.
BEWARE OF SCAMS!
If you receive a suspicious call or message, hang up, contact your bank, and call 112.
Learn more HERE
The website www.bnm.md prioritizes data security and uses cookies to enhance the browsing experience and user comfort. Accepting the use of cookies contributes to faster page loading and ensures the proper functioning of the information presentation modules. Refusing to use cookies may slow down the site’s loading speed and hinder smooth navigation between pages. For more details, please refer to the Cookie Usage Policy .
YES cookies protection and collection
NO cookies protection and collection
Customize
Cookie Preferences
Configure your cookie preferences by category. Strictly necessary cookies cannot be disabled, as they are essential for the proper functioning of the website.
Strictly necessary
Always enabled
These cookies are fundamental to the correct operation of the website. They include session cookies used for load balancing and maintaining the application's state.
Cookies: cookiesession1, JSESSIONID
Functional
These cookies enable personalized features, such as font size preferences, interface state, and selection of desktop/mobile version.
Cookies: has_js, fontCookie, statistics_time, statistics_tooltip, bnm_coins_expansion, desktop_version
Analytics
Such cookies help us understand how visitors interact with our site by collecting and reporting information anonymously.
Cookies: _ga, _gid, _gat, node_stat
Accessibility
These cookies store accessibility preferences, such as text size, contrast, cursor size, and animation settings.
Cookies: a11y_oversized_widget, a11y_animation, a11y_invert, a11y_contrast, a11y_dyslexic, a11y_cursor, a11y_factor
Accept
Back
Expand
Hide
25.09.2015
Note: The translation is unofficial, for information purpose only
Published in the Official Monitor of the Republic of Moldova, 2000, no.65-67, art.230
Approved by the Decision of the Council of Administration of the National Bank of Moldova no.143 of June 2, 2000
REGULATION on mergers and absorptions of banks in the Republic of Moldova
with amendments and completions of :
Decision of the CA of the NBM no.204 of 30.06.2005 (OM of the RM no.98-100 of 22.07.2005) Decision of the CA of the NBM no.171 of 11.09.2008 (OM of the RM no.180-181 of 03.10.2008) Decision of the CA of the NBM no.197 of 23.08.2012, (OM of the RM no.237-241 of 16.11.2012)
Decision of the CA of the NBM no.30 of 17.09.2015 (OM no.262-266, art.1824 of 25.09.2015)
I. AUTHORITY, OBJECTIVE AND APPLICATION
This Regulation is adopted and issued pursuant to the authority vested in the National Bank of Moldova, based on the Articles 4, 5, 11, and 44 of the Law on the National Bank of Moldova and Articles 1, 7, 13, 16 and 27 of the Law on Financial Institutions.
The Regulation is aimed at ensuring the proper functioning of the financial sector of the Republic of Moldova, based on a competitive and market-oriented system, and at preventing any systemic risk.
Any merger or absorption of banks shall be carried out only with a prior written permission of the National Bank of Moldova.
This Regulation establishes the rules and procedures to be followed by commercial banks involved in the process of merger or absorption.
The provisions of this Regulation shall be also applied in the case of selling a substantial share of bank’s assets.
II. DEFINITIONS
6.1. Merger is a reorganization process, which put an end to the existence of two or more banks (merged banks) as a result of which a new bank (successor bank) is founded. When merging, all the patrimonial rights and obligations of each of the merged bank shall pass, according to the act of transfer and the consolidated balance sheet, to the successor bank. The non-inclusion in the consolidated balance sheet and in the act of transfer of some contracted obligations, commitments and guarantees issued, etc. of the merged bank does not exempt the successor bank from the fulfillment of these obligations after the registration of merger.
(Item 6.1 amended by the Decision of the CA no.204 of June 30, 2005).
6.2 Absorption is a reorganization process, which put an end to the existence of two or more banks (absorbed banks) and transfers fully their rights and obligations to a bank (absorbing bank) that becomes the successor of the rights and obligations of the absorbed bank (banks). When absorbing, all the patrimonial rights and obligations of the absorbed bank shall pass, according to the act of transfer and the consolidated balance sheet, to the absorbing bank. The non-inclusion in the consolidated balance sheet and in the act of transfer of some contracted obligations, commitments and guarantees issued, etc. of the absorbed bank does not exempt the successor bank from the fulfillment of these obligations after the registration of absorption.
(Item 6.2 amended by the Decision of the CA no.204 of June 30, 2005).
6.3 Selling a significant share of bank’s assets , the value of which is more than 10 percent of the bank’s assets value according to the balance sheet as of the last reporting date, shall be accomplished with the written permission of the National Bank. The sale of a significant share of bank’s assets, which constitutes from 10 to 50 percent of the value of bank’s assets, shall be carried out based on the decision of the bank’s Board. . The sale of a significant share of bank’s assets, which constitutes 50 percent of the value of bank’s assets, shall be carried out based on the decision of the general meeting of the shareholders.
III. REGULATION OF MERGERS OR ABSORPTIONS
The National Bank of Moldova shall approve mergers and absorptions of commercial banks only if the systemic risk will be kept at the lowest possible level and if these mergers and absorptions will foster a strong and competitive financial sector.
Banks that are in the reorganization process shall continue making settlements through their correspondent accounts and to honor their obligations until the actual registration in compliance with this Regulation.
In case of merger, the National Bank shall issue to the successor bank a license for performing financial activities.
(Item 9 amended by the Decision of the CA no.171 of 11.09. 2008)
(Item 10 amended by the Decision of the CA no.171 of 11.09.2008)
(Item 11 amended by the Decision of the CA no.197 of 23.08.2012)
(Item 12 amended by the Decision of the CA no.204 of June 30, 2005) .
IV. DOMINANT POSITION LIMITS ON THE BANKING MARKET
Total assets of the successor bank in relation to total assets of the whole banking sector shall not exceed 35%;
The deposits of the successor bank from individuals in relation to total deposits from individuals of the whole banking sector shall not exceed 35%.
(Item 13 amended by the Decision of the CA no. 30 from September 17, 2015)
V. SYSTEMIC RISK
VI. EXTERNAL AUDIT
(Item 16 amended by the Decision of the NBM no.171 of September 11, 2008).
VII. PROCEDURES FOR OBTAINING A PRELIMINARY CONSENT OF NATIONAL BANK OF MOLDOVA
(Item 17 amended by the Decision no.204 of June 30, 2005).
Within fifteen working days after the registration date of the application, the National Bank shall issue a preliminary consent or reject the application, as provided for in Chapters III – V of this Regulation, informing in writing the applicants and providing the reasons of rejection.
The preliminary consent for merger or absorption of banks issued by the National Bank is valid for one year as from the date of its issuance.
VIII. PROCEDURES FOR OBTAINING THE PERMISSION OF THE NATIONAL BANK OF MOLDOVA AND THE REGISTRATION
(Item 20 amended by the Decision of the NBM no.204 of June 30, 2005)
Within forty-five working days after the registration date of the application for issuing permission and registration of merger or absorption, the National Bank shall examine the application in accordance with the provisions of the legislation in force and this Regulation.
If the application (elaborated according to the Annex no.2) meets the provisions of the legislation in force, the National Bank shall: a) In case of merger
grant the permission;
approve the statute of the successor bank;
withdraw the license to perform financial activities of the merged banks and issue a license to the successor bank to perform financial activities;
register the successor bank in the central register of commercial banks, simultaneously eliminating it from the register the merged banks;
b) In case of absorption
grant the permission;
approve the amendments to the statute (if necessary);
withdraw the license to perform financial activities of the absorbed bank;
eliminate the absorbed bank from the central register of commercial banks;
(Item 22 amended by the Decision of the NBM no.204 of June 30, 2005) (Item 22amended by the Decision of the NBM no.171 of September 11, 2008)
IX. SALE OF A SUBSTANTIAL SHARE OF THE BANK’S ASSETS
obtaining the preliminary consent of the National Bank at the initiation of the selling process of a significant share of bank’s assets;
obtaining the permission of the National Bank.
In order to obtain the preliminary consent , the applicants shall notify the National Bank on the sale and purchase intention of a significant share of bank’s assets, presenting the corresponding documents in compliance with the Annex no.4 of this Regulation. a) The management bodies of the applicants shall present jointly the application for obtaining the preliminary consent for the sale and purchase of a significant share of bank’s assets at the latest thirty days before the meeting of the body responsible for taking the respective decision. b) Within fifteen working days as of the date of application’s registration, the National Bank shall issue a preliminary consent or reject the application, as provided for in Chapters III – V of this Regulation, informing in writing the applicants and providing the reasons of rejection.
In order to obtain the permission for selling or purchasing a significant share of bank’s assets, the applicants shall submit the application and the corresponding set of documents in compliance with the Annex no.5 of this Regulation. a) Within thirty days from the date of registration of the application on the sale and purchase of a significant share of bank’s assets, the National Bank shall examine the application in accordance with the provisions of the legislation in force and this Regulation. As a result of the examination, the National Bank shall issue the permission or reject the application, informing in writing the applicants and providing the reasons of rejection.
The National Bank has the right to request additional information, in case the information submitted according to Annex no.4 and Annex no.5 of this Regulation is insufficient for taking a decision regarding the issuance of the preliminary consent.
(Item 26 amended by the Decision of the NBM no.204 of June 30, 2005).
X. REASONS FOR REJECTING AN APPLICATION
the bank will comply with the conditions set for in the Law on Financial Institutions;
the qualification, experience and moral integrity of administrators and shareholders with significant shares are in accordance with the business-plan and the financial activities for which the bank has or will obtain the license;
the financial situation of the bank will be satisfactory.
c) The dominant position limits on the banking market are not respected; d) The National Bank is not satisfied with the results of evaluation of the future activity of the bank based on the systemic risk criteria; e) Not all of the patrimonial rights and commitments (according to the balance-sheet) of the merged or absorbed banks pass to the successor bank; f) The merger or absorption process is not in compliance with the legislation in force; g) The set of documents was not submitted in compliance with the provisions of this Regulation.
(Item 27 amended by the Decision of the NBM no.204 of June 30, 2005) (Item 27 amended by the Decision of the NBM no.171 of September 11, 2008)
XI. FINAL PROVISIONS
XII. ENCLOSERS TO THE REGULATION
Annex no. 1 Requirements on the obtainment of a preliminary consent for merger or absorption of banks.
Annex no. 2 Requirements on the obtainment of the permission to merge or absorb banks.
Annex no. 3 Registration form.
Annex no. 4 Requirements to the application for obtaining a preliminary consent for selling a significant share of bank’s assets.
Annex no. 5 Requirements to the application for obtaining the permission to sell a significant share of bank’s assets.
Annex no. 1
Requirements on the obtainment of a preliminary consent for merger or absorption of bank
I. Application
II. The authorized person
III. The necessary information for presenting an exhaustive application
The economic reasoning (indicating the purpose and reasons for merger or absorption) for merger or absorption.
The operational plan describing in detail (indicating exact terms) the steps of the merger or absorption process in compliance with the legislation in force of the Republic of Moldova. there shall be also indicated exact measures to be taken by banks within the reorganization process, including the ways of redemption of stock of the bank’s stockholders, who do not agree with the reorganization of the bank.
The draft business-plan of the successor bank for the next three years (which will allow having a clear image of successor bank’s goals and future operations). When developing this project, the bank shall take into account the criteria set for in the Regulation on banks’ licensing (item 12, Annex no.1) and shall include the description of main directions to be accomplished by the successor bank.
(Item 5 amended by the Decision of the NBM no.171 of September 11, 2008) (Item 5 amended by the Decision of the NBM no.197 of August 23, 2012)
(Item 6 amended by the Decision of the NBM no.204 of June 30, 2005)
Annex no. 2
Requirements on the obtainment of the permission to merge or absorb banks
I. Application
II. The authorized person
III. The necessary information for presenting an exhaustive application
The minutes of the general meetings of shareholders of the bank in reorganization, which shall include the procedure and terms of reorganization, including the procedure for determining the proportion of converting the shares of the bank in reorganization into shares of the bank created through merger or absorption, the decisions of approval of main clauses of the reorganization contract, of approval of founding documents of the successor bank etc.
The business-plan of the successor bank for the next three years, approved by the competent bodies of the banks in reorganization, developed in accordance with the provisions of Chapter III item 5 of Annex no. 1 of this Regulation.
Information on the notification of bank’s creditors regarding the merger or absorption, attaching the proofs of satisfying the requests of the last ones.
Authorization of the Privatization and Administration of the State Property Department of the Ministry of Economy and Reforms regarding the merger or absorption of banks, in case the state holds a share in the capital of banks in reorganization.
The transfer act, approved by the authorities that took the decisions on merger or absorption of banks, which shall include provisions regarding the succession of rights on all the obligations of reorganized banks towards all its creditors and debtors, including the contested obligations.
The merger or absorption contract approved by the general meetings of shareholders of banks in reorganization, which shall comply with the provisions of Art. 33 of the Law on joint-stock companies and shall determine the order and conditions of reorganization, the procedure and proportions of converting the bank’s shares.
The new version of the statute or the amendments thereto (in case of their existence), taking into consideration the requirements to the statute set for in the Annex no. 5 of the Regulation on banks’ licensing (2 copies).
(Item 9 amended by the Decision of the NBM no.171 of September 11, 2008) (Item 9 amended by the Decision of the NBM no.197 of August 23, 2012)
The internal regulations in compliance with the provisions of paragraph (2) Art. 17 of the Law on Financial Institutions.
The list of the successor bank’s shareholders. In case of holding a significant share by the shareholder of the successor bank, obtained as a result of aggregation (within the reorganization) of already held shares, these shall comply with the provisions of the Regulation on holding a significant share in the bank’s capital and shall submit the respective set of documents in compliance with the mentioned regulation.
The list of the successor bank’s administrators. In case of assigning new administrators of the successor bank, all of the nominated persons shall correspond to the requirements of the Regulation on requirements to bank’s administrators and shall submit the necessary information in compliance with this Regulation.
The list of connected or related parties of the successor bank.
The registration form of the successor bank elaborated in accordance with the Annex no.3 of this Regulation.
In case of changing the name of the successor bank – certificate regarding the new name, issued by the National Terminology Centre of the Republic of Moldova.
(Item 15 amended by the Decision of the NBM no. 197 of August 23, 2012)
The written confirmation, signed by the members of the bank’s Board, the president and Vice Presidents of the successor bank, to the fact that their business plan had been examined and that they agreed with their role in implementing its provisions.
In case of foundation of a successor bank’s branch, representative office and secondary office on the basis of the acquired bank (which will cease its activity after the finalization of the reorganization process), the successor bank shall submit the necessary set of documents in order to register the respective branch, representative office and secondary office, which shall be in compliance with Chapter III of the Regulation on branches, representative and secondary offices of banks.
(Item 17 amended by the Decision of the NBM no.197 of August 23, 2012)
Annex no 3
See in: DOC version or PDF version
Annex no. 4
Requirements to the application for obtaining a preliminary consent for selling a significant share of bank’s assets
I. Application
II. The authorized person
III. The necessary information for presenting an exhaustive application
The economic reasoning (indicating the purpose and reasons) for selling and purchasing a significant share of the selling bank.
The operational plan, describing in detail (indicating exact terms) the steps of the selling and purchasing process of a significant share of the selling bank prior to the permission of the National Bank of Moldova.
The draft business-plan of banks intending to sell and purchase a significant share of the bank’s assets, for the year when the transaction is to be accomplished, approved by the competent bodies of the corresponding banks. The drafts shall contain provisions on the corresponding transaction and shall allow having a clear image of goals of banks intending to sell and purchase a significant share of the bank’s assets. In case the draft business-plans reflects some negative tendencies, the draft business-plans shall be presented for the next year when the transaction of selling and purchasing of a significant share of the selling bank’s assets is planned. The draft business-plan shall include the projected balance sheet of banks as on the first reporting date after the transaction of selling-purchasing will be performed. In developing this project, the bank shall take into account the criteria set for in the Regulation on banks’ licensing (item 12, Annex no.1) and shall include the description of main directions to be accomplished by the bank.
Annex no. 5
Requirements to the application for obtaining the permission to sell a significant share of bank’s assets
I. Application
II. The authorized person
III. The necessary information for presenting an exhaustive application
The minutes of the competent bodies’ meetings, within which the decision to sell and purchase a significant share of the bank’s assets has been taken, shall contain the procedure and terms of selling and purchasing these, including the procedure of determining the proportion, cost, approval decisions of the primary clauses of the contract for selling and purchasing a significant share of the bank’s assets etc.
The business-plan of banks intending to sell and purchase a significant share of the bank’s assets, for the year when the transaction shall be accomplished, approved by the competent bodies of the banks, drawn up in accordance with the provisions of Chapter III item 5 of the Annex no. 4 of this Regulation.
The selling-purchasing contract of a significant share of the selling bank’s assets, approved by the competent bodies, which shall determine the order and the conditions of selling of a significant share of the bank’s assets and shall set mandatorily the fact that this transaction shall be accomplished only with the permission of the National Bank.
The transfer act, approved by the bodies that took the decisions on selling and purchasing a significant share of the selling bank’s assets.
Information on the accomplishment of the operational plan submitted at the preliminary stage and the documents drawn up in accordance with the measures taken under this plan (except the documents listed above).
1 Grigore Vieru Avenue, MD-2005, Chisinau, Republic of Moldova.
Contacts .
Subscribe to Newsletter
E-mail *
Allow collection of personal data *
I want to subscribe to
Comunicate și publicații
Statistică
Politică monetară
Moneda națională
Supraveghere bancară
Piața financiară
Sisteme de plăți
Acte normative
Proiecte pentru consultare publică
Despre Banca Națională
Posturi vacante
Achiziții
CAPTCHA This question is for testing whether or not you are a human visitor and to prevent automated spam submissions.
© National Bank of Moldova
Terms of use
Cookie Usage Policy