Decision regarding petition no. 7005 registered with the National Financial Market Commission on 23.09.2025 concerning OTP Bank SA

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 2 December 2025 No. 58/2 Regarding the petition registered with the National Financial Market Commission under no. 7004 on 23.09.2025, concerning "OTP Bank" SA

On 23.09.2025, within the framework of the National Financial Market Commission (CNPF), the petition of Mr. [...] (petitioner), registered under no. 7004, was registered, having as its object the actions of "OTP Bank" SA (the bank) regarding the closure of the petitioner's bank accounts.

I. Factual Circumstances

1. 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 his name. The measure was imposed under 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).

II. Procedural Circumstances
2. By the Order of the CNPF President no. 1011 dated 24.09.2025 regarding the
ex officio involvement of "OTP Bank" SA in the administrative procedure, initiated through the petition of Mr. [...], and the suspension of the administrative procedure, the bank was involved in the administrative procedure.
3. By the same Order, the administrative procedure was suspended, on
the grounds of the request from the bank, by letter no. 04-5/3859 dated 26.09.2025, for the provision of relevant explanations and justificatory documents relevant to the case.
4. Consequently, on 07.10.2025, the bank submitted to the CNPF the explanations
and documents requested (registered at the CNPF under no. 7338).
5. 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 deadlines, by the Order of the CNPF President no. 1145 dated 03.11.2025 regarding the extension of the general term of the administrative procedure, initiated through the petition of Mr. [...], the general term of the administrative procedure was extended by 15 days.

6. On 06.11.2025, the CNPF requested, by letter no. 04-5/4395,
   "OTP Bank" SA, the presentation of additional explanations, pertaining to the compliance with the provisions of Article 45(4) of Law no. 114/2012 on payment services and electronic money (Law no. 114/2012), regarding the manner of application of the provisions of point 4.6.4 of the General Conditions and the international obligations of the bank.
7. Consequently, on 11.11.2025, the bank submitted to the CNPF the requested
   explanations (registered at the CNPF under no. 8174).
8. Additionally, by the Order of the CNPF President no. 1176 dated
   19.11.2025 regarding the suspension of the administrative procedure, initiated through
   the petition of Mr. [...], the administrative procedure was suspended until 01.12.2025, being requested from the bank, by letter no. 04-5/4573 dated 21.11.2025, the presentation, in accordance with Article 94 of the Administrative Code, explanations and justificatory evidence, to take a decision regarding the petition of Mr. [...].
9. On 01.12.2025, the bank's explanations, accompanied by justificatory documents, requested by the CNPF, were registered at the CNPF under no. 8665.

III. Legal Circumstances
10. According to Article 4(21) letter d) of Law no. 192/1998 on the
National Financial Market Commission, "(21) Subjects of relations concerning regulation, supervision, and control in the field of consumer rights protection are: d) banks, branches established on the territory of the Republic of Moldova by banks from other states, which operate in accordance with Law no. 202/2017 on banking activity;".
11. In accordance with Article 5(1) of Law no. 114/2012, "(1) This law distinguishes the following categories of payment service providers: a) banks and branches established in the Republic of Moldova by banks from other states, which operate in accordance with Law no. 202/2017 on banking activity;".
12. Under the conditions of Article 45(4) of Law no. 114/2012, "(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 period by transmitting a notice, on paper or other durable medium or in another manner agreed by the parties (e-mail, sms, etc.), at least 2 months in advance.".
13. In accordance with Article 45(6) of Law no. 114/2012, "(6) The provisions of paragraphs (1)-(5) do not apply in the case of termination of the framework contract on the grounds of non-performance of obligations by one of the parties.".
14. According to Article 93(5) of Law no. 114/2012, "(5) Supervision in the field of consumer rights protection falls within the competence of the National Financial Market Commission, which verifies the compliance by the payment service providers indicated in Article 5(1) letters a)–d) with the provisions […] of Chapter IV, […]".

IV. Assessment by the CNPF
15. Analyzing the information from the documents presented by the participants in
the administrative procedure, in light of the requirements provided by Law no. 114/2012, the CNPF establishes the following:
15.1. On 18.08.2025, "OTP Bank" SA, by letter no. [...], notified
the petitioner about the termination of the business relationship, unilateral termination of the contracts 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, for the completion of procedures related to the closure of accounts and contracted products, a period constituting 15 calendar days from the date of transmission of the notification.
15.2. As the basis for the termination of the contract, the bank invoked the clause provided
at point 4.6.4, sixth dash, of the General Conditions, a document representing a framework contract, within the meaning of 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 conducts 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, of the Security Council of the United Nations Organization, of 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.
15.3. From the materials of the administrative file, it is revealed that, as 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 he was included in the list of persons associated with a subject of restrictions, as provided by Law no. 25/2016 on the application of international restrictive measures (Law no. 25/2016). In light of Article 6(4) of Law no. 25/2016, the petitioner was qualified as a person associated with a subject of restrictions, a status which, according to the law, does not equate to the status of a direct subject of restrictions. At the same time, the bank explains the reason for the termination of the framework contract by applying point 4.6.4, dash 1, which stipulates that "The Bank reserves the right to immediately terminate relations with the Client: - in the event that the Client conducts transactions that contravene Legislation and Internal Normative Documents in the field of Prevention and combating of money laundering and terrorist financing;". This explanation cannot be upheld, inasmuch as, according to the extract from the "Minutes of the AML Committee" dated 08.08.2025, the decision to terminate the business relationship with the petitioner is linked to the fact that he was attributed the status of a person associated with a subject of restrictions.
15.4. Furthermore, the bank did not prove that the petitioner conducts 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 grounds of
Article 45(6) of Law no. 114/2012.
15.5. Thus, although the parties may agree on the bank's right to terminate at any time,
unilaterally, a framework contract, concluded for an indefinite period, relating the 15-day period granted to the petitioner to the mandatory provisions of Article 45 (4) of Law no. 114/2012, it is nevertheless established that the bank did not comply with the requirement of transmitting a notice at least 2 months in advance of the date of termination of the framework contract.

16. Complementarily, even if the established deviation constitutes an unlawful act,
punished according to the Code of Contraventions in force at the date of issuance of this Decision, nevertheless, at the time of its commission (18.08.2025), the regulatory framework did not provide for the punishment of such a violation. The punishing norm was introduced subsequently, by Law no. 189/2025 for the amendment of certain normative acts, adopted on 10.07.2025 and entering into force on 25.10.2025. Therefore, the application of a sanction in this case is impossible, inasmuch as the contraventional law cannot produce retroactive effects.
17. From the considerations exposed above, on the grounds of Article 1(1), Article 4(21)
letter d), Article 8 letter t), Article 9(1) letter d1), 18(3), Article 20(1), (4) and (6) and (7) and Article 22(3) of Law no. 192/1998 on the National Financial Market Commission, Articles 45 and 93 of Law no. 114/2012, the Administrative Code and points 16 and 19 of the Regulation on the organization and functioning of the National Financial Market Commission (CNPF Decision no. 57/11/2022), The National Financial Market Commission DECIDES:
1. It is established that "OTP Bank" SA has violated the provisions of Article 45(4)
of Law no. 114/2012 on payment services and electronic money.
2. It is recommended to "OTP Bank" SA to respect the provisions of Law no. 114/2012 on
payment services and electronic money and the contractual clauses in relation to consumers.
3. This Decision may be contested by submitting a preliminary request
to the CNPF (MD-2012, Chisinau, 77 Stefan cel Mare si Sfant Blvd.), within a period of 30 days from the date of communication.
4. This Decision enters into force on the date of adoption and is communicated to the recipients
in accordance with the legislation and is published on the official website of the CNPF (www.cnpf.md).

Dumitru BUDIANSCHI,
PRESIDENT