Decision No. 3/9 of 20 January 2026 regarding the preliminary request by OTP Bank SA to annul CNPF Decision No. 58/2 of 01.12.2025

REPUBLIC OF MOLDOVA NATIONAL COMMISSION OF THE FINANCIAL MARKET 1 DECISION 20 January 2026 No. 3/9

Regarding the Preliminary Request submitted by "OTP Bank" SA, regarding the annulment of the Decision of the National Commission of the Financial Market No. 58/2 dated 01.12.2025 regarding the petition registered with the National Commission of the Financial Market under No. 7004 on 23.09.2025, in relation to "OTP Bank" SA

On 31.12.2025, within the National Commission of the Financial Market (CNPF), the Preliminary Request submitted by "OTP Bank" SA (the Bank) was registered (under No. 10431), in which the Bank primarily requested "The revision of Decision No. 58/2 of 2 December 2025 and the establishment of compliance by OTP Bank SA [...] with the legislation in force applicable in this case" (Preliminary Request).

In this case, the CNPF notes that this request falls under the provisions of Article 162 paragraph (3) letter a) of the Administrative Code, which provides that "(3) The preliminary request may be directed towards: a) the annulment in whole or in part of an illegal or null individual administrative act;".

Regarding the subject matter, it should be noted that, in order to ensure a comprehensive, objective, and transparent investigation that offers the real possibility of analyzing the Bank's claims, the Bank is hereby informed that the examination of the factual and legal circumstances relevant to the case, in preliminary order, is carried out by distinguished officials within the CNPF.

On 23.09.2025, within the CNPF, the petition of Mr. […] (the Petitioner) was registered (under No. 7004), concerning the actions of "OTP Bank" SA regarding the closure of the Petitioner's bank accounts.

From the content of the petition and the documents attached to it, it is established that, by letter No. […] dated 18.08.2025, the Bank notified the Petitioner regarding the unilateral termination of the contracts concluded between the Bank and the Petitioner and the closure of all bank accounts, products, and banking services attached thereto, opened in their name. This measure was imposed on the basis of the General Banking Conditions for individuals applicable within "OTP Bank" SA (General Conditions), with the Bank granting a deadline until 02.09.2025 (15 days).

Following the investigations conducted in the context of the respective administrative procedure, the analysis of the materials presented by the Bank, within the framework of the normative framework incident to the contractual relations, the CNPF adopted Decision No. 58/2/2025 regarding the petition registered with the National Commission of the Financial Market under No. 7004 on 23.09.2025, in relation to "OTP Bank" SA (Decision No. 58/2/2025/Contested Decision), according to which it was established that ""OTP Bank" SA violated the provisions of Article 45 paragraph (4) of Law No. 114/2012 on payment services and electronic money."

Not agreeing with the CNPF's findings, the Bank submitted a Preliminary Request.

In law, in accordance with Article 20 of the Administrative Code, "If an administrative activity violates a legitimate right or a freedom established by law, this right may be claimed through an administrative litigation action, [...]", and according to Article 17, "A damaged right is any right or freedom established by law to which damage is caused by administrative activity."

Furthermore, according to Article 19 of the Administrative Code, "The preliminary request is the institution that offers a pre-litigation path for the resolution of administrative disputes.", and, in accordance with the provisions of Article 162 paragraph (1) and paragraph (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 annulment in whole or in part of an illegal or null individual administrative act; b) the issuance of an individual administrative act."

Under the conditions of Article 166 of the Administrative Code, "The preliminary request may be submitted only if the person claims the rights violated by the issuance or rejection of the issuance of an 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 CNPF's findings, as follows:

1. On 18.08.2025, "OTP Bank" SA, by letter No. […], notified the Petitioner about the termination of the business relationship, the unilateral termination of the contract concluded between the parties, and the closure of all bank accounts, products, and services attached thereto. From the content of the notification, it is established that the Petitioner was granted a deadline until 02.09.2025 to complete the procedures related to the closure of accounts and contracted products, a term constituting 15 days from the date of transmission of the notification.

As the basis for the termination of the contract, the Bank invoked the clause provided for in point 4.6.4, sixth dash of the General Conditions, a document representing a framework contract, within the meaning of Law No. 114/2012 on payment services and electronic money (Law No. 114/2012), which provides that "The Bank reserves the right to immediately terminate relations with the Client: […] if the Client becomes a Sanctioned Person or carries out transactions with sanctioned parties;".

In the same vein, according to the framework contract, a sanctioned person represents any of the identified natural and legal persons, entities, or organizations whose name/designation is included in the lists published for Sanctions issued by the competent authorities of the European Union, the States of the Security Council of the United Nations Organization, the United States of America (including in lists issued by the Office of Foreign Assets Control (OFAC) and the Financial Crimes Enforcement Network (FINCEN) and the Department of State (OFAC-PLC)), authorities from different countries, and, if applicable, by the competent authority of the Republic of Moldova.

From the materials of the administrative file, it was revealed that the reason for the decision to terminate the framework contract with the Petitioner is the Order of the Information and Security Service No. […] dated 10.06.2025, by which the Petitioner was included in the list of persons associated with a subject of restrictions, as provided for by Law No. 25/2016 on the application of international restrictive measures (Law No. 25/2016).

Under Article 6 paragraph (4) of Law No. 25/2016, the Petitioner was qualified as a person associated with a subject of restrictions, a quality which, according to the law, does not equate to the status of a direct subject of restrictions.

At the same time, the same norm specifies that, "to avoid attempts to circumvent international restrictive measures which would involve their participation, with reference to the activities and transactions in which these persons are parties, reporting entities provided for in Article 4 of Law No. 308/2017 on the prevention and combating of money laundering and terrorist financing undertake enhanced precautionary measures regarding clients provided for in Article 8 of the mentioned law."

In this context, it should be noted that, contrary to the Petitioner's allegations, in the Contested Decision, the CNPF did not assess the established fact within the framework of Law No. 308/2017 on the prevention and combating of money laundering and terrorist financing (Law No. 308/2017), limiting itself to the finding of the violation of the special norm, in the absence of evidence certifying the establishment, at the entity level, of categories of elevated risks that would determine the termination of the business relationship, in an extended or distinct manner than provided by Law No. 25/2016.

Moreover, the application, simultaneously, of the same measures in relation to a person associated with a subject of restrictions and to a person who is a subject of restrictions circumvents the provisions of Article 6 paragraph (4) of Law No. 25/2016, which expressly states that "(4) Persons provided for in paragraph (1) are not equated in status with the subjects of restrictions."

2. At the same time, the Bank explains the reason for the termination of the framework contract by applying point 4.6.4, dash 1 of the General Conditions, which stipulates that "The Bank reserves the right to immediately terminate relations with the Client: - in the event that the Client carries out transactions that contradict Legislation and Internal Normative Documents in the field of Prevention and combating of money laundering and terrorist financing;".

This explanation cannot be accepted, because, according to the extract from […] dated 08.08.2025, the decision to terminate the business relationship with the Petitioner is linked to the fact that the Petitioner was attributed the quality of a person associated with a subject of restrictions.

Furthermore, the Bank did not prove that the Petitioner carries out transactions with sanctioned parties, such that he would violate a contractual obligation, which would justify the unilateral termination of the framework contract by the Bank, on the basis of Article 45 paragraph (6) of Law No. 114/2012.

Thus, although the parties may agree on the Bank's right to terminate at any time, unilaterally, a framework contract concluded for an indefinite duration, relating the 15-day term granted to the Petitioner to the imperative provisions of Article 45 paragraph (4) of Law No. 114/2012, it is established that the Bank did not respect the requirement to transmit a notice at least 2 months before the date of termination of the framework contract.

Therefore, the CNPF established that the Bank could not invoke, in relation to a person associated with a subject of restrictions, the basis for terminating business relations with a person who is a subject of restrictions.

Thus, as long as the basis invoked by the Bank for the immediate termination of business relations is erroneous, the termination of relations was to be executed under the general conditions specified in Article 45 paragraph (4) of Law No. 114/2012, which provides that, "(4) In the event that it is agreed in the framework contract, the payment service provider may unilaterally terminate a framework contract concluded for an indefinite duration by transmitting a notice, on paper or on another durable medium or in another manner agreed by the parties (e-mail, sms, etc.), at least 2 months in advance."

Consequently, the Bank's statement that "Article 45 paragraph (4) –(5) of the Law on payment services and electronic money No. 114/2012 does not prohibit the immediate termination of relations with a client when this is justified by legal obligations including those related to AML, compliance, or international sanctions," cannot be admitted, as the cited norms do not condition the application of these to legal obligations or international sanctions, but only exclude their application in the case of non-performance of obligations, which is not established in the situation at hand.

Furthermore, the CNPF did not contest "the evidentiary material accumulated by the competent bodies of the RM" as the Bank erroneously invokes, as the Contested Decision does not contain such mentions.

3. Regarding the competence of the CNPF, it should be noted that, according to the Contested Decision, it was established that ""OTP Bank" SA violated the provisions of Article 45 paragraph (4) of Law No. 114/2012 on payment services and electronic money."

In this case, the exceeding of the CNPF's competences, achieved through "the assessment of AML risk and the prudential framework," cannot be accepted, as the Contested Decision does not concern these respective subjects.

Correspondingly, according to Article 98 paragraph (3) of Law No. 114/2012, "(3) The establishment of facts constituting violations of this law, in the part concerning the competence of the National Commission of the Financial Market, is carried out in accordance with Law No. 192/1998 on the National Commission of the Financial Market and with the normative acts of the National Commission of the Financial Market."

Complementarily, given the status of the Petitioner as a consumer, the provisions of Article 3 of Law No. 192/1998 on the National Commission of the Financial Market are accepted, namely: "The National Commission has as basic objectives ensuring stability, transparency, safety, and efficiency on the capital market and in relation to voluntary pension funds and collective investment schemes, preventing systemic risks and manipulation on the capital market, as well as protecting the rights of consumers of financial services, within the limits established by legislation."

In this sense, Article 4 paragraph (1) of the same law establishes that "(1) The Authority of the National Commission extends to participants in the non-banking financial market, which include issuers of securities, professional participants in the non-banking financial market, and investors, as well as to subjects of relations concerning regulation, supervision, and control in the field of consumer rights protection," and paragraph (21) letter d) includes banks in the category of subjects of relations concerning regulation, supervision, and control in the field of consumer protection.

4. With reference to the reasoning of the Contested Decision, it should be established that it constitutes, within the meaning of the Administrative Code, a written individual administrative act, reasoned in accordance with Article 118 of the Administrative Code, with the essential legal and factual grounds on which the CNPF based its assessment indicated in the dispositive part of the act, including the indication of the establishing materials, the content of which, combined with the provisions of the specialized legislation indicated in the act, resulted in the finding of the deviation. In this order of ideas, the Bank's arguments regarding the completeness of the administrative act cannot be accepted.

Moreover, the invocation of the need for certain "consultative opinions or opinions of the competent specialized authorities of the RM" is absolutely inappropriate, arising from the competences of the CNPF and, directly, from the object of the administrative act.

5. Regarding the preliminary procedure, it should be noted that, by the Disposition of the President of the CNPF No. 4 dated 05.01.2026 regarding the suspension of the term of the preliminary procedure, initiated by the Preliminary Request submitted by "OTP Bank" SA, regarding the annulment of the Decision of the National Commission of the Financial Market No. 58/2 dated 01.12.2025 regarding the petition registered with the National Commission of the Financial Market under No. 7004 on 23.09.2025, in relation to "OTP Bank" SA, the general term of the preliminary procedure was suspended until 16.01.2026 (inclusive), taking into account the Petitioner's right to be heard. That Disposition was notified to the entity by CNPF letter No. 06-5/18 dated 05.01.2026, sent to the email address info@otpbank.md.

Additionally, by the same letter, in accordance with the provisions of Article 94 of the Administrative Code, "OTP Bank" SA was informed about the exercise of the right to be heard, regarding the facts and circumstances relevant to the act to be adopted. Correspondingly, the Petitioner was informed that the hearing was to be carried out in writing, being offered the right to submit an opinion, to the address of the CNPF, until 16.01.2026 inclusive.

Consequently, "OTP Bank" SA, by letter registered at the CNPF under No. 269 on 16.01.2026, primarily supported what was invoked in the Preliminary Request, mentioning that "it has no additions to the case materials."

From the considerations recorded above, on the basis of Article 18 paragraph (3), Article 20 paragraphs (1), (6), and (7), Article 22 paragraph (3), and Article 25 paragraph (1) of Law No. 192/1998 on the National Commission of the Financial Market, Law No. 105/2003 on consumer protection, Article 17, Article 19, Article 162 paragraphs (1) and (3) letter a), Article 164 paragraphs (1) and (2) letter b), Article 166, Article 167 paragraphs (1) and (3), and Article 169 of the Administrative Code, point 16 and point 19 of the Regulation on the organization and functioning of the National Commission of the Financial Market (CNPF Decision No. 57/11/2022),

The National Commission of the Financial Market DECIDES:

1. The Preliminary Request submitted by "OTP Bank" SA, regarding the annulment of the Decision of the National Commission of the Financial Market No. 58/2 dated 01.12.2025 regarding the petition registered with the National Commission of the Financial Market under No. 7004 on 23.09.2025, in relation to "OTP Bank" SA (registered at the CNPF under No. 10431 on 31.12.2025), is rejected.

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

3. This Decision enters into force on the date of adoption and is communicated to the recipient in accordance with the legislation.

Dumitru BUDIANSCHI, PRESIDENT