Decision No. 51/7 of 28 October 2025 Regarding the Preliminary Complaint Against CNPF Letter No. 03-5/3501 of 28 August 2025

REPUBLIC OF MOLDOVA
NATIONAL FINANCIAL MARKET COMMISSION
77 Stefan cel Mare si Sfant Blvd., Chisinau, MD 2012, tel: (373 22) 859 401, www.cnpf.md, e-mail: office@cnpf.md

DECISION
28 October 2025 No. 51/7

Regarding the Preliminary Complaint filed by
[...], against the letter of the National Financial Market Commission No. 03-5/3501 dated 28.08.2025

On 13.10.2025, within the National Financial Market Commission (CNPF/authority), the Preliminary Complaint, filed by [...] (petitioner), was registered (No. 7462), in which the main request is "The cancellation and withdrawal in full of letter No. 03-5/3501 dated 28.08.2025 issued by the National Financial Market Commission within the examination of petitions submitted by [...] and [...] as inadmissible, unfounded, and issued contrary to legal provisions."

In this case, it should be noted that, in order to ensure a full, objective, and transparent investigation that offers the real possibility of analyzing the petitioner's claims, the factual and legal circumstances relevant to the case will be examined, in advance, by distinguished officials within the CNPF.

In fact, on 22.05.2025, within the CNPF, the petition submitted by MIXED ENTERPRISE "TOPAZ" PLANT SA (ME "TOPAZ" SA/Society) was registered (No. 3818), in which the verification of the legality of the convening of the Extraordinary General Meeting of Shareholders of the Society (EGMS) on 06.06.2025 was requested.

Subsequently, on 27.05.2025, ME "TOPAZ" SA submitted (based on Art. 262 and Art. 274 of the Criminal Procedure Code) a complaint-denunciation (registered at CNPF with No. 4028) regarding the illegal administration of ME "TOPAZ" SA by [...], allegedly administrator, elected on the basis of the decision of the Society's Council dated 06.03.2025.

According to the materials attached to the submitted petitions, the Public Institution "Public Services Agency" (ASP) refused to register modifications in the State Register of Legal Entities regarding the administrator and the Council of the Society.

Also, on 02.06.2025, the petition [...] arrived at the CNPF address, shareholder of ME "TOPAZ" SA (registered at CNPF with No. 4288), informing about the irregularities related to the convening of the EGMS on 06.06.2025, committed by [...], [...] and [...].

In order to investigate the factual circumstances, by CNPF letter No. 03-5/2307 dated 27.05.2025, the presentation by ME "TOPAZ" SA of documents related to the petition submitted on 22.05.2025 was requested, and by the Decision of the CNPF President No. 613 dated 27.05.2025 regarding the suspension of the administrative procedure, initiated on the basis of the petition of MIXED ENTERPRISE "TOPAZ" PLANT SA, the administrative procedure was suspended until the presentation by the Society of the requested materials by the deadline of 03.06.2025 inclusive.

Subsidiarily, on 28.05.2025, by letter registered at CNPF with No. 4056, [...] communicated that it does not possess other documents and materials than those previously presented, by letters dated 22.05.2025 and 27.05.2025.

Complementarily, in the context of CNPF letter No. 03-5/2307 dated 27.05.2025, [...], First Deputy Director of ME "TOPAZ" SA, submitted letter No. 99/73 dated 02.06.2025 (registered at CNPF with No. 4308 on 03.06.2025), informing that the Society has not submitted any petition to the CNPF and requesting the closure of the administrative procedure regarding it.

At the same time, it should be noted that, by CNPF letter No. 03-5/2419 dated 02.06.2025, within the administrative procedure initiated by the petition registered at CNPF with No. 4028 on 27.05.2025, SR "Registrator-Centru" SA was requested to present information regarding all services provided and a copy of the documents related to the convening of the general meetings of shareholders of ME "TOPAZ" SA in 2025.

Consequently, on 03.06.2025, SR "Registrator-Centru" SA presented a response to the authority's request (registered with No. 4330).

Additionally, on 05.06.2025, the petition [...] arrived at the CNPF address, shareholder of ME "TOPAZ" SA (registered with No. 4415), in which the intervention of the authority is requested to prevent the holding of the EGMS on 06.06.2025 and on 20.06.2025.

In the context of these petitions, the Decision of the CNPF President No. 678 dated 09.06.2025 regarding the connection of administrative procedures, initiated by the petitions submitted by ME "TOPAZ" SA, and by [...], shareholder of ME "TOPAZ" SA, and the suspension of the administrative procedure (Decision No. 678/2025) was issued, by which the administrative procedures initiated by the petitions submitted by ME "TOPAZ" SA (registered at CNPF with No. 3818 on 22.05.2025 and, respectively, with No. 4028 on 27.05.2025) and by [...], shareholder of ME "TOPAZ" SA (registered at CNPF with No. 4288 on 02.06.2025 and, respectively, with No. 4415 on 05.06.2025) were connected, for examination within a single administrative procedure.

Also, the administrative procedure was suspended until the presentation, in full volume, by ME "TOPAZ" SA, SR "Registrator-Centru" and ASP of the documents requested by the CNPF.

Accordingly, addresses were sent to SR "Registrator-Centru", ASP and ME "TOPAZ" SA regarding the presentation of documents.

In particular, it should be noted that the CNPF, by letter No. 03-5/2532 dated 10.06.2025, repeatedly requested ME "TOPAZ" SA to present documents related to the convening of general meetings held in 2025, as well as other materials, for the examination of the legality of the Society's management bodies and the legality of the convening and holding of general meetings of shareholders in 2025.

Consequently, on 12.06.2025, SR "Registrator-Centru" provided the requested documents, and on 17.06.2025, the letter from ASP arrived at the CNPF address, with the requested materials (registered at CNPF with No. 4622 on 13.06.2025, and, respectively, with No. 4739 on 18.06.2025).

In response to the authority's letter, ME "TOPAZ" SA submitted letter No. 99/82 dated 13.06.2025 (registered with No. 4672 on 16.06.2025), attaching a set of documents, signed by the Society's First Deputy Director – [...] and Deputy Director – [...].

Examining the materials presented by the Society, it is found that they are not in full volume, which indicates the absence of the condition established for the resumption of the flow of the administrative procedure term, resulting from the connection, according to Decision No. 678/2025.

At the same time, after the issuance of Decision No. 678/2025, petitions from ME "TOPAZ" SA were submitted to the authority (registered with No. 4520 on 10.06.2025, with No. 4580 on 11.06.2025, and, respectively, with No. 4639 on 13.06.2025) and the petition [...] was submitted, shareholder of ME "TOPAZ" SA (registered with No. 4616 on 12.06.2025).

At the same time, by letter No. 99/82 dated 13.06.2025 (registered at CNPF with No. 4672 on 16.06.2025), it is attested that ME "TOPAZ" SA did not present the requested materials in full volume.

In this case, for the formation of conclusions by the authority, in order to obtain complete information from the participants of the administrative procedure and taking into account the impossibility of anticipating the non-presentation by ME "TOPAZ" SA of the information previously requested by CNPF letter No. 03-5/2532 dated 10.06.2025, the presentation of information not submitted by ME "TOPAZ" SA by letter No. 99/82 dated 13.06.2025, as well as additional information regarding the internal acts of the Society, was requested by CNPF letter No. 03-5/2734 dated 25.06.2025.

Also, by letter No. 03-4/2198 dated 21.05.2025, the CNPF requested the Council for the Examination of Investments of Importance for State Security (Council) clarification of aspects related to the legal consequences arising from the realization by the shareholding of ME "TOPAZ" SA of investments in the field of importance for state security, provided for in Art. 4 lit. q) of Law No. 174/2021 regarding the mechanism for the examination of investments of importance for state security (Law No. 174/2021), in the wording prior to the modifications made by Law No. 33/2025 (in force from 20.04.2025), without holding prior approval from the Council, in accordance with the provisions of Art. 7 of the aforementioned law.

In this regard, it should be mentioned that, in the absence of certainty regarding the effects of the Council's decision to classify the activity of ME "TOPAZ" SA under the provisions of Law No. 174/2021, the authority could not express itself on the legality of the manner of exercising shareholder rights in the convening of the general meeting of shareholders.

In the context of the above, the Decision of the CNPF President No. 721 dated 24.06.2025 regarding the connection of administrative procedures, initiated by the petitions submitted by ME "TOPAZ" SA, and by [...], shareholder of ME "TOPAZ" SA, and the suspension of the administrative procedure (Decision No. 721/2025) was issued, by which the administrative procedures initiated by the petitions submitted by ME "TOPAZ" SA (registered at CNPF with No. 4520 on 10.06.2025, with No. 4580 on 11.06.2025, and, respectively, with No. 4639 on 13.06.2025) and by the petition submitted by [...], shareholder of ME "TOPAZ" SA (registered at CNPF with No. 4616 on 12.06.2025) were connected with the administrative procedure resulting from the connection of administrative procedures by Decision No. 678/2025, which are to be examined within a single administrative procedure.

In this sense, the administrative procedure resulting from the connection of the aforementioned procedures was suspended until the presentation, in full volume, by ME "TOPAZ" SA and by the Council of the documents requested by the CNPF.

In response to CNPF letter No. 03-5/2734 dated 25.06.2025, ME "TOPAZ" SA presented letter No. 99/96 dated 04.07.2025 (registered with No. 5204), attaching the requested materials.

At the same time, on 25.07.2025, on the official website of the Government of the Republic of Moldova (https://gov.md/ro/categorii-documente/consiliul-pentru-examinarea-investitiilor-de-importanta-pentru-securitatea), the Extract from the Minutes No. 21 of the meeting of the Council for the Examination of Investments of Importance for State Security of 11 July 2025 was published. According to point 7.2 of the aforementioned Minutes, it was decided: "Based on the provisions of Art. 9 para. (9) of Law No. 174/2021, prior approval of investments in the fields of importance for state security is refused for 'TOPAZ' SA (IDNO: 1002600041941), for the field of activity provided for in Art. 4 lit. i) of Law No. 174/2021."

In this case, taking into account the Council's decision, the opportunity to provide a response to the CNPF's request ceases.

Therefore, the flow of the term of the administrative procedure, resulting from the connection of administrative procedures, according to Decision No. 721/2025, was resumed from the date of publication of the Council's decision.

Subsequently, based on the complexity of the subject of the administrative procedure and taking into account the imperative of conducting complete investigations, which implies time for the meticulous examination of presented evidence and the formation of objective and motivated conclusions, in order to ensure the principle of good faith of the public authority in managing terms, according to the Decision of the CNPF President No. 872 dated 11.08.2025 regarding the extension of the administrative procedure, resulting from the connection of administrative procedures, initiated by the petitions submitted by ME "TOPAZ" SA, and by [...], shareholder of ME "TOPAZ" SA, the term of the administrative procedure, resulting from the connection of administrative procedures by Decision No. 721/2025, was extended by 15 days, until 27.08.2025.

Subsequently, by letter No. 03-5/3501 dated 28.08.2025 (the contested letter), the administrative procedure, resulting from the connection of administrative procedures by Decision No. 721/2025, was finalized, with the authority's conclusions exposed.

By analyzing the arguments exposed in the Preliminary Complaint, in light 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 law, according to Art. 19 of the Administrative Code, "The Preliminary Complaint is the institution that offers a pre-litigation path for the resolution of administrative disputes," and, in accordance with the provisions of Art. 162 para. (1) and para. (3) lit. a) and lit. b) of the same law, "(1) The preliminary procedure aims to verify the legality of individual administrative acts.[...] (3) The Preliminary Complaint can be directed towards: a) the cancellation in whole or in part of an illegal or null individual administrative act; b) the issuance of an individual administrative act."

In accordance with Art. 20 of the Administrative Code, "If an administrative activity infringes a legitimate right or a freedom established by law, this right can be claimed through an administrative litigation action, [...]", and according to Art. 17 of the same normative act, "A violated right is any right or freedom established by law to which/which is affected by administrative activity."

Under the conditions of Art. 166 of the Administrative Code, "The Preliminary Complaint can only be filed if the person claims rights infringed by the issuance or refusal to issue an individual administrative act," and, in concordance with Art. 167 para. (1) of the same law, "(1) If the authority considers the preliminary complaint to be admissible and well-founded, it cancels the contested individual administrative act in whole or in part or issues the requested individual administrative act."

In this case, Art. 78 para. (1) of the Administrative Code establishes that "(1) The administrative procedure is finalized by performing an administrative operation or by issuing an individual administrative act, respectively, by concluding an administrative contract."

At the same time, according to Art. 15 of the Administrative Code, administrative operations are defined as "[...] manifestations of will or activities of public authorities that do not produce legal effects per se. Administrative operations can only be contested concurrently with the individual administrative act, with the exception of executive administrative operations or those directed against a third party."

Thus, it is essential to the nature of administrative operations that they do not produce legal effects.

The lack of legal effects of administrative operations implies the lack of coercive character and the fact that they do not create, modify, or extinguish a legal relationship or rights and obligations of the parties to the legal relationship, or, in the case of the conclusion of administrative procedures, administrative operations, similar to the one in this case, constitute only a factual exposition.

Moreover, the petitioner acknowledges that the contested letter represents an administrative operation.

Complementarily, under the conditions of Art. 166 of the Administrative Code, "The Preliminary Complaint can only be filed if the person claims rights infringed by the issuance or refusal to issue an individual administrative act," and according to Art. 17 of the Administrative Code, "A violated right is any right or freedom established by law to which/which is affected by administrative activity."

Regarding the subject, from the systematic interpretation of both Art. 17 and Art. 166, as well as Art. 20 and Art. 207 of the Administrative Code, it results that the admissibility of a preliminary complaint is determined by the claim of a violated right through administrative activity.

In this case, the contested letter does not establish rights or obligations of the Society.

Moreover, the allegation invoked by the petitioner, that "the letter in question is directed against third parties," cannot be upheld.

Regarding the subject, it should be noted that, by the contested letter, the CNPF found that, in the process of convening the EGMS, violations of imperative norms from Law No. 1134/1997 regarding joint-stock companies (Law No. 1134/1997) were admitted.

Consequently, any insinuations regarding the favoring of certain participants in the administrative procedure, concluded with the contested letter, must be rejected, in the absence of any evidence, or the declarative character of such statements does not constitute a valid criticism of the legality of the contested letter.

Accordingly, the Preliminary Complaint does not fall within the scope and does not justify the existence of a violated right, since such right is absent due to the lack of binding effect of the administrative operation on it.

In this case, the petitioner's allegations, that "this letter is used abusively by [...]", cannot be upheld as a violated right, as the actions of [...] cannot be imputed to the CNPF.

1. With reference to the CNPF's competencies, it should be noted that, according to Art. 4 para. (1) of Law No. 192/1998 regarding the National Financial Market Commission, "(1) The Authority of the National Financial Market 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 relationships related to regulation, supervision and control in the field of consumer rights protection."

Complementarily, Art. 26 para. (2) of Law No. 1134/1997 provides that, "For the protection of their legitimate rights and interests, shareholders are entitled, in the manner established by legislation, to notify the management bodies of the society and/or the National Financial Market Commission, and/or the judicial court […]".

Thus, the petitioner's allegations regarding the fact that "the CNPF has obviously exceeded its competencies attributed by the normative and legislative framework in relation to the decisions issued by the management bodies of a Joint-Stock Company […]" are absolutely unfounded.

In the same order of ideas, attention should be drawn to the fact that, by the contested letter, the CNPF did not find, invalidate, nor cancel the decisions of the Society's management bodies.

Thus, it should be concluded that the petitioner evades the meaning of the contested letter through flawed allegations.

Also, it is necessary to clarify regarding the petitioner's statement, that "Only on 25.09.2025 did the CNPF bring the administrative file to my attention, but which did not contain any individual administrative act concluding the administrative procedure. Moreover, the administrative file, in the volume presented to me, did not contain letter No. 03-5/3501 dated 28.09.2025."

Therefore, it should be noted that, on 25.09.2025, the administrative file could not have contained the contested letter, which was issued on 28.09.2025.

2. With reference to the competencies of the Council of ME "TOPAZ" SA in relation to its decisions dated 06.03.2025, it should be reiterated that, according to the extract from the State Register of Legal Entities (SRLE), No. 181600 dated 04.07.2025, the members of the Society's Council, registered at ASP ([...] (Council President), [...], [...], [...], [...], [...], [...]), who convened and participated in the Council meeting of the Society on 06.03.2025 (by correspondence), were appointed until 29.07.2023.

In this sense, the provisions of Art. 65 para. (11) lit. a) of Law No. 1134/1997 become applicable, according to which "(11) The Council's powers cease from the day: c) expiration of the term established in para. (1);".

Thus, the Council's decision of 06.03.2025 was taken without the authority of the respective body.

The same conclusion results from the ASP decision dated 05.05.2025, regarding the refusal to register the administrator of ME "TOPAZ" SA, which establishes that, "Thus, it is found the lack of a decision by the competent body to decide the appointment of a new administrator of the Mixed Enterprise Plant 'TOPAZ' SA. Or, the Council's powers in the composition designated by the general meeting of shareholders on 29.07.2022 expired on 29.07.2023."

In this order of ideas, all decisions taken during the Council meeting of the Society on 06.03.2025, including regarding the convening of the EGMS on 14.04.2025, were taken by a body whose competencies, powers, and attributions had expired.

In this case, the petitioner's allegations regarding the suspension, during the insolvency process, of the Council's attributions are based only on the analogy of the law, invoking norms from the Civil Procedure Code.

In this context, based on the aforementioned, the petitioner's respective allegations should be rejected as unfounded.

At the same time, it should be noted that Art. 64 para. (8) of Law No. 1134/1997 indicates the competent body, which takes over the Council's attributions, in the situation in this case: "(8) If the Society's Council has not been established, its effective numerical composition does not ensure, according to the statute's provisions, the convening of Council members in deliberative sessions or its powers have ceased, the Council's attributions, with the exception of convening and holding the general meeting of shareholders, are exercised by the general meeting of shareholders."

Regarding the convening and holding of the general meeting, Art. 68 para. (3) of the same law provides that, "(3) If the Society's Council has not been established, its effective numerical composition does not ensure, according to the statute's provisions, the convening of Council members in deliberative sessions, its powers have ceased or the provisions of Art. 51 para. (11) lit. a) become applicable, the attributions of convening and holding the general meeting of shareholders are exercised by the Society's executive body."

3. Regarding the status of [...], it should be reiterated that the ASP, by letter No. 01/7845 dated 17.06.2025, confirms that, according to the provisions of Art. 197 para. (2) lit. b) of the Civil Code, "the person indicated in the publicity register provided for by law as the apparent administrator of that legal entity, during the period in which its mandate has expired or ceased by other means, its quality as administrator has not been removed from the publicity register provided for by law.

In accordance with the provisions of Art. 197 para. (4) and para. (5) of the Civil Code, the apparent administrator bears towards the legal entity the obligations provided for in Art. 185-192 of the Civil Code. The de facto administrator and the apparent administrator bear responsibility for the violation of obligations that fall to them exactly as the administrator of the legal entity."

Therefore, the factual and legal circumstances of the case reveal that [...] has the quality of apparent administrator of the Society.

At the same time, given that the Council's Decision of 06.03.2025 regarding the dismissal of the executive body contradicts imperative legal norms, as well as the ASP's refusal to register in the SRLE the data regarding the administrator and Council members, [...], continues to exercise the functions of

the executive body of the Society, being arrogated, exclusively, the right to c