Decision No. 19/2 of 21 April 2026 regarding the preliminary request by OCN FLEX FINANCIAL SRL contesting CNPF Decision No. 11/2 of 03.03.2026

REPUBLICA MOLDOVA NATIONAL FINANCIAL MARKET COMMISSION

DECISION

21 April 2026 | No. 19/2

Regarding the Preliminary Request submitted by OCN “FLEX FINANCIAL” SRL, concerning the challenge of Decision No. 11/2 of the National Financial Market Commission dated 03.03.2026 regarding the summons for OCN “FLEX FINANCIAL” SRL to execute the prescription under point 2, subpoint 2) of Decision No. 5/2 of the National Financial Market Commission dated 27.01.2025 regarding the results of the thematic control conducted within OCN “FLEX FINANCIAL” SRL.

On 07.04.2025, within the National Financial Market Commission (CNPF), the Preliminary Request was registered (No. 2507), submitted by OCN “FLEX FINANCIAL” SRL (creditor/professional), requesting the “Cancellation of the unfavorable individual administrative act, CNPF Decision No. 11/2 of 03.03.2026 regarding the summons for OCN “FLEX FINANCIAL” SRL to execute the prescription under point 2, subpoint 2) of Decision No. 5/2 of the National Financial Market Commission dated 27.01.2025 regarding the results of the thematic control conducted within OCN “FLEX FINANCIAL” SRL” (Preliminary Request).

In this case, it should be noted that, in order to ensure a comprehensive, objective, and transparent investigation that offers the real possibility of analyzing the creditor's claim, the creditor is hereby informed that the examination of the factual and legal circumstances relevant to the case, in a preliminary order, is conducted by distinct enforcement officers within the CNPF.

In fact, on 27.01.2025, the CNPF adopted Decision No. 5/2/2025 regarding the results of the thematic control conducted within OCN “FLEX FINANCIAL” SRL (Decision No. 5/2/2025).

Decision No. 5/2/2025 stipulates, inter alia, that “2. It is prescribed to OCN “FLEX FINANCIAL” SRL:

1. the application of the requirements stipulated in Art. 10 para. (3) lit. i) and lit. o) of Law No. 202/2013 regarding consumer credit contracts;
2. the restitution, within 180 days, of all payments provided for in the credit contract (which include interest, commissions, fees, penalties, late interest, and any other type of payment), with the exception of the initial disbursed amount, according to the credit contract, in the case of credit contracts reflected in Annex No. 3 to the Control Act.

6. OCN “FLEX FINANCIAL” SRL shall inform the CNPF monthly about the measures taken to execute point 2 of this Decision, attaching confirmatory documents.”

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In this context, it should be noted that the deadline for executing point 2, subpoint 2) of Decision No. 5/2/2025 expired on 30.07.2025.

In this case, OCN “FLEX FINANCIAL” SRL did not submit information regarding the measures taken in the context of executing point 2, subpoint 2) of Decision No. 5/2/2025 for the execution of the respective obligation, according to the periodicity established in point 6 of the same administrative act.

On 06.02.2026, the CNPF initiated, ex officio, the administrative procedure regarding the verification of the execution of the prescriptions provided for in point 2, subpoint 2) of Decision No. 5/2/2025, a fact communicated to the creditor, at the email address office@flexcredit.md, by letter No. 04-5/358 dated 06.02.2026.

In the same letter, the CNPF requested the creditor to present, within 10 working days, information regarding the measures taken to execute the obligations prescribed in point 2, subpoint 2) of Decision No. 5/2/2025.

As a result, on 20.02.2026, OCN “FLEX FINANCIAL” SRL submitted explanations (registered at the CNPF with No. 1097), in which it argues that: “2. for the reasons set out in Notification No. 90/2025 of 25.07.2025, it elaborated an activity plan and information plan for the clients indicated in Annex No. 3 to the Control Act, namely: a) methods for informing clients were determined, including the content of SMS messages and notifications; b) negotiations were conducted with service providers for the submission of SMS and/or notifications; c) a secondary office and responsible persons for managing the process of refunding funds were determined, along with the processing and transfer deadlines; d) draft acts necessary for financial operations, an internal nomenclature for accounting and monitoring payments, were elaborated; e) an analysis of methods for mobilizing financial resources was carried out, including contracting external financial commitments to cover the amount to be reimbursed. The creditor has taken measures to improve the internal process regarding the granting of credits, including more objectively analyzing the repayment financial capacity of potential clients, the size of the number of performing credits granted, the collection of delayed credits, etc.”.

Following the investigations conducted in the context of the respective administrative procedure, and the analysis of the materials/evidence presented by the creditor, within the framework of the normative framework applicable to contractual relations, the CNPF adopted Decision No. 11/2 on 03.03.2026 regarding the summons for execution by OCN “FLEX FINANCIAL” SRL of the prescription under point 2, subpoint 2) of Decision No. 5/2 of the National Financial Market Commission dated 27.01.2025 regarding the results of the thematic control conducted within OCN “FLEX FINANCIAL” SRL (Decision No. 11/2/2026/Contested Decision).

Disagreeing with the CNPF's findings, the creditor filed a Preliminary Request, requesting the annulment of the contested Decision.

In law, it should be noted that, in accordance with Art. 20 of the Administrative Code, “If an administrative activity violates a legitimate right or freedom established by law, this right may be claimed through an administrative litigation action, [...]”, and according to Art. 17, “A violated right is any right or freedom established by law to which an administrative activity causes harm.”.

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In law, according to Art. 19 of the Administrative Code, “The Preliminary Request is the institution that provides a pre-litigation path for resolving administrative disputes.”, and, in conformity with the provisions of Art. 162 para. (1) and para. (3) of the same law, “(1) The preliminary procedure aims to verify the legality of individual administrative acts. [...] (3) The Preliminary Request may be directed towards: a) the total or partial annulment of an illegal or null individual administrative act; b) the issuance of an individual administrative act.”.

Under the conditions of Art. 166 of the Administrative Code, “The Preliminary Request may be submitted only if the person claims rights violated by the issuance or refusal to issue an individual administrative act.”.

In the sense of Art. 169 para. (3) of the Administrative Code, the provisions regarding individual administrative acts apply correspondingly in the order of examining the preliminary request.

From the content of the aforementioned norms, it is evident that the preliminary procedure is a pre-litigation path provided to the public authority to verify the legality of its own individual administrative act.

By analyzing the arguments exposed in the Preliminary Request, within the framework of the legal provisions applicable to the case, it will be assessed whether they are of a nature to overturn the authority's findings.

In fact, the CNPF records that the measures taken by the creditor primarily concern planning and analytical actions, which do not indicate the execution of the obligations established in point 2, subpoint 2) of Decision No. 5/2/2025.

Thus, the non-execution by OCN “FLEX FINANCIAL” SRL of the prescriptions established in point 2, subpoint 2) of Decision No. 5/2/2025 was noted, a fact that requires the CNPF to take measures prescribed by administrative legislation to enforce the administrative act.

In this regard, it should be noted a priori that Decision No. 5/2/2025 represents an unfavorable individual administrative act, in the sense of Art. 10 para. (1), combined with Art. 11 para. (1) lit. a) of the Administrative Code, respectively, it produces legal effects. Consequently, under the conditions of Art. 179 of the Administrative Code, Decision No. 5/2/2025 is enforceable and must be subject to execution under the provisions of Title VII of the Administrative Code.

Thus, arising from the nature of the administrative act, under the conditions of Art. 179, combined with the provisions of Art. 181 and Art. 185 para. (1) of the Administrative Code, the enforcement of the Decision was carried out by applying the coercive measure in the form of a constraint fine.

In this sense, according to the Contested Decision, the CNPF summoned “OCN “FLEX FINANCIAL” SRL to execute the prescription established in point 2, subpoint 2) of Decision No. 5/2 of the National Financial Market Commission dated 27.01.2025 regarding the results of the thematic control conducted within OCN “FLEX FINANCIAL” SRL, within 90 days from the date of communication of this Decision.”.

At the same time, according to Art. 181 para. (4) of the Administrative Code, “(4) The amount of the constraint fine is at least 20 and at most 10,000 conventional units. One conventional unit constitutes 50 lei. In setting the constraint fine, the economic interest of the debtor in the non-fulfillment of the obligation concerning them will also be taken into account.”.

In this case, in determining the amount of the constraint fine, to ensure the principle of proportionality, the CNPF took into account the number of contracts from which the pecuniary obligation derives, as well as the sum to be refunded.

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At the same time, the CNPF noted that maintaining in the patrimony of OCN “FLEX FINANCIAL” SRL a sum of such proportions generates an evident economic interest in delaying or not executing the obligation, either by using these funds in its own economic circuit or by avoiding the reduction of liquidity. Under these conditions, applying a fine in a reduced amount would not have produced the coercive effect sought by law, as there is a risk that it would be perceived as an acceptable cost of non-execution.

Furthermore, given the repeatable nature of the constraint fine, provided by law, the Contested Decision attested the necessity of establishing an amount that would stimulate prompt compliance, thereby avoiding the subsequent application of additional sanctions. Per contrario, the constraint fine, at the date of issuance of the Contested Decision, was meant to mitigate the risk of non-execution of Decision No. 5/2/2025 and leave room for its increase in the event that the professional continues to decide not to execute the prescribed obligation.

Thus, the CNPF, on the basis of legal provisions, assessed that the amount of the fine of 3,000 conventional units, equivalent to 150,000 MDL, is proportional to the gravity of the conduct, the degree of non-execution, as well as the economic interest of OCN “FLEX FINANCIAL” SRL, and does not exceed ~ 4 percent of the value of the unexecuted pecuniary obligation, without having an excessive or punitive character.

In the application of the principle of proportionality, the CNPF concluded that the constraint fine is adequate for the pursued purpose – ensuring the effective execution of the decision, as it is necessary in the absence of voluntary compliance, and maintains a fair balance between the interference caused and the objective of protecting consumer rights.

In this case, it should be specified that the application of the constraint fine does not exempt the creditor from the obligation to execute the prescriptions of Decision No. 5/2/2025.

At the same time, it should be noted that, in point 2 of the Contested Decision, the verb “It is alerted [...]” is used, and it is specified that the constraint fine will be applied “in case of non-execution of the obligation provided for in point 1”.

Thus, it should be noted that the application of the constraint fine is not realized through the Contested Decision, but presupposes the adoption of a subsequent administrative act.

In this sense, the existence of a violated right through Decision No. 11/2/2026 cannot be retained, as that individual administrative act intervenes by summoning the creditor to execute Decision No. 5/2/2025.

According to Art. 185 para. (1) of the Administrative Code, in the summons regarding the application of coercive measures, a reasonable term for the execution of the obligation is established.

In this sense, taking into consideration the fact that the initial term established by Decision No. 5/2/2025 was 180 days, the CNPF assessed that a term of 90 days is reasonable, as this ensures the prompt execution of the administrative act in the interest of the consumer and takes into account the real effort involved in the execution by OCN “FLEX FINANCIAL” SRL.

In the Preliminary Request, the creditor primarily invokes that “The Company has complied with the prescriptions, including part of point 2, subpoint 2), by elaborating the activity plan, identification, and implementation of the mechanism for informing the targeted consumers.”.

In this case, that prescription arises as a result of the finding that OCN “FLEX FINANCIAL” SRL violated Art. 15 para. (7) lit. a) of Law No. 202/2013 regarding consumer credit contracts (Law No. 202/2013), making the provisions of para. (9) of the same article applicable.

In law, it is attested that the provisions of Art. 15 para. (7), as well as the legal remedy provided by Art. 15 para. (9) or, if applicable, para. (9¹) of Law No. 202/2013 have an

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imperative character and apply by virtue of the law, and the creditor is bound to respect them during the legal relationship of credit, including at the stage of execution and collection of the claim.

In this sense, according to point 2, subpoint 2) of Decision 5/2/2025, the CNPF prescribed “2) restitution, within 180 days, of all payments provided for in the credit contract (which include interest, commissions, fees, penalties, late interest, and any other type of payment), with the exception of the initial disbursed amount, according to the credit contract, in the case of credit contracts reflected in Annex No. 3 to the Control Act.”.

In this case, no action invoked by the creditor concerns the refund of monetary funds, but only organizational measures. Therefore, the aforementioned statements must be rejected on the grounds that they do not correspond to the factual situation, but rather distort, erroneously, the actions of OCN “FLEX FINANCIAL” SRL.

In the same sense, the creditor's statements regarding compliance with CNPF prescriptions cannot be retained, as they contradict the factual situation and the intention of OCN “FLEX FINANCIAL” SRL during the period of execution of Decision No. 5/2/2025.

On the subject, according to Notification No. 90/2025, the creditor invoked the “impossibility of refunding money to clients”, in the context of submitting the appeal request against the Râșcani District Court of Chișinău (Râșcani seat) ruling regarding the rejection of the request to suspend Decision No. 5/2/2025.

Consequently, it is reiterated to OCN “FLEX FINANCIAL” SRL that individual administrative acts enjoy the presumption of legality and immediate execution, in the context that, with regard to Decision No. 5/2/2025, no security measures were ordered to suspend its execution, neither in the preliminary order, nor by the court of first instance.

In this sense, with regard to individual administrative acts issued by the CNPF, Art. 23 para. (4) of Law No. 192/1998 regarding the National Financial Market Commission (Law No. 192/1998) provides that “(4) The burden of proving the fulfillment of the conditions mentioned in para. (3) lies with the plaintiff. Until proof to the contrary, the existence of a public interest in the immediate and uninterrupted execution of the Commission's acts is presumed.”.

At the same time, according to Art. 23 para. (1²) of Law No. 192/1998, “(1²) By derogation from Art. 171 para. (4) of Administrative Code No. 116/2018, the submission of a request to suspend the execution of an act of the National Financial Market Commission does not automatically suspend the effects of the contested act until the resolution of the suspension request.”.

In the context of the above, the non-execution by OCN “FLEX FINANCIAL” SRL of point 2, subpoint 2) of Decision No. 5/2/2025 is confirmed.

Furthermore, in contradiction with the creditor's unfounded statements that “the initial term of 180 days established by the CNPF for compliance was calculated to be reasonable to allow the Company to exercise its rights within the preliminary administrative procedures and subsequently judicial proceedings,” it should be mentioned that the 180-day term, according to Decision No. 5/2/2025, was established for the restitution of all payments provided for in the credit contract (which include interest, commissions, fees, penalties, late interest, and any other type of payment), with the exception of the initial disbursed amount, according to the credit contract, in the case of credit contracts reflected in Annex No. 3 to the Control Act.

At the same time, for informational purposes, it should be recorded that, on 30.03.2026, the appellate court rejected the appeal request submitted by OCN “FLEX FINANCIAL” SRL (case No. 2-25062026-02-3r-12062025) and upheld the ruling of the court of first instance.

Regarding the preliminary procedure, it should be noted that, in conformity with the provisions of Art. 94 of the Administrative Code, by CNPF letter No. 06-5/1212 dated 08.04.2026,

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sent to the email address office@flexcredit.md, OCN “FLEX FINANCIAL” SRL was informed about the exercise of the right to be heard, on 10.03.2025, regarding the facts and circumstances relevant to the decision to be adopted in the context of the Preliminary Request.

In this sense, under the conditions of ensuring the principle of efficiency, as well as comprehensibility and transparency of the administrative procedure, on the basis of Art. 94 para. (2) of the Administrative Code, the creditor was informed that the hearing is to be conducted in writing, by submitting, to the CNPF, the opinion as a hearing, by 17.04.2026 inclusive.

Consequently, OCN “FLEX FINANCIAL” SRL, by letter registered at the CNPF with No. 2849 on 17.04.2026, communicated that “it fully supports the factual and legal grounds invoked in the Act submitted.”.

From the considerations recorded above, on the basis of Art. 18 para. (3), 20 para. (1) para. (6) and para. (7) and Art. 22 para. (3) of Law No. 192/1998 regarding the National Financial Market Commission, Art. 17, Art. 19, Art. 162 para. (1) and para. (3) lit. a), Art. 164 para. (1) and para. (2) lit. a), Art. 166, Art. 167 para. (1) and para. (3) and Art. 169 para. (2) and para. (3) of the Administrative Code, point 16 and point 19 of the Regulation regarding the organization and functioning of the National Financial Market Commission (CNPF Decision No. 57/11/2022),

The National Financial Market Commission DECIDES:

1. The Preliminary Request submitted by OCN “FLEX FINANCIAL” SRL, regarding the challenge of Decision No. 11/2 of the National Financial Market Commission dated 03.03.2026 regarding the summons for execution by OCN “FLEX FINANCIAL” SRL of the prescription under point 2, subpoint 2) of Decision No. 5/2 of the National Financial Market Commission dated 27.01.2025 regarding the results of the thematic control conducted within OCN “FLEX FINANCIAL” SRL (registered at the CNPF with No. 2507 on 07.04.2026) is rejected.

2. This Decision may be challenged with an administrative litigation action submitted to the Chișinău Court, Râșcani seat (MD-2068, Chișinău city, Kiev str. 3), within 30 days from the date of its communication.

3. This Decision enters into force on the date of adoption, is communicated to the recipient in accordance with the legislation, and is published on the official website of the CNPF (www.cnpf.md).

Dumitru BUDIANSCHI, PRESIDENT