On behalf of the Republic of Moldova, the Constitutional Court, acting as part of Mr. Alexandru Tanase, President, Mr. Aurel BĂIEŞU, Mr. Igor DOLEA, Mr. Victor POPA, judges, with the participation of Mrs Abdow Balaban, Registrar, considering the appeal filed on 20 may 2015 and recorded at the same time, examining the appeal referred to in public plenary, taking into account the laws and proceedings, Acting in a closed plenary session following the judgment, a decision: 1. The origin of the case lies the appeal lodged with the Constitutional Court on 20 may 2015, under articles 135 para. (1) (a). of the Constitution, 25) lit. g) of the law on the Constitutional Court and 38 para. (1) (a). g) of the code of constitutional jurisdiction, the deputies Valeriu Munteanu, Imran Qamar and Corina Fusu regarding constitutionality art. 49 para. (13) of the law No. 1134-XIII of 2 April 1997 relating to public limited companies.
2. referral to the Authors claimed that the contested provisions, which relate to the company's income from dividends passage, where there have been claimed for three years by the shareholder, violates the provisions of articles 1 (1). (3) paragraphs 1 and 2, 9. (1) and (2) 54, 46 and the Constitution as well as in article 1 of Protocol No. 1 to the European Convention for the protection of human rights and fundamental freedoms (hereinafter "the Convention").
3. By decision of the Constitutional Court of 2 June 2015, the appeal was declared inadmissible, without prejudeca Fund case.
4. In the process of examination, the Court requested the referral to the opinions of the President of the Republic of Moldova, the Parliament, the Government and the National Commission of Financial Market.
5. In the plenary session of the Court, the authors of the referral were represented by the Deputy of Parliament Ion Casian. Parliament was represented by Mr Valeriu Kuchuk, lead counsel in the General Legal Division of the Parliament Secretariat. The Government was represented by Mr Tudor Copaci, Deputy Minister of economy, and Mr. Vasile Fox, head of the legal Directorate of the Ministry of economy.
In FACT 6. The mode of establishment, dissolution (winding-up), as well as the legal status of joint stock companies, the rights and obligations of shareholders and members of the governing bodies and other persons with responsible positions in the company are regulated by law No. 1134-XIII of 2 April 1997 relating to companies limited by shares.
7. According to the law, shareholders are entitled to dividends, which constitutes the terms of the company's benefit.
8. in accordance with article 4. 49 para. (13) of the Act, which have not been dividends received by a shareholder from his guilt over a period of 3 years from the date of occurrence of the right to receive their pass to the income of the company and cannot be claimed by the shareholder.
The LEGISLATION the relevant national law. 9. The relevant provisions of the Constitution (Official Gazette, no. 1, 1994) are as follows: the fundamental property 9Principiile "(1) the property is public and private. It consists of material and intellectual goods.
(2) no property may be used to the detriment of the rights, freedoms and dignity.
Article 46Dreptul to private property and its protection "(1) the right to private property, as well as loans and advances to the State are guaranteed.
(2) no one may be expropriated for reasons dictated by public necessity, as established by law and in advance.
(3) no assets legally acquired may be confiscated. The character of the assets of the acquisition shall be presumed.
Article 127 Property "(1) the State protects property.
(2) the State guarantees the realization of the right of ownership in the forms required by the owner, if they do not come in conflict with the interests of society.
10. The relevant provisions of law No. 1134-XIII of 2 April 1997 relating to public limited companies (republished: M.O., 2008, no. 38-39, article 332) are as follows: Article 2Noţiuni-General (1) joint-stock company (hereinafter referred to as the Corporation) is a company whose capital is wholly divided into shares and whose obligations are guaranteed by the assets of the company.
(2) the company is required to disclose public information, in accordance with the legislation in force, in the event that corresponds to one of the following criteria: a) has registered capital of at least 500000 lei and a number of 50 and more shareholders, together with the shareholders represented by the nominal holder;
b) securities of the company are listed in the stock exchange listing (listing);
c) is commercial bank, insurance company, investment fund, pension fund, joint-stock company subject to privatization, joint-stock company in which the State's share exceeds 50% of the share capital or joint-stock company which has placed public securities during movement.
Article 12Acţiunile "(1) the action is a document, taking one of the forms referred to in article 11(2). (2) the entitlement of the owner (shareholder) to participate in the management of the company to receive dividends, as well as a portion of the assets of the company in case of its liquidation.
Article 25Drepturile "1) Shareholder shareholders shall have the right: to attend to) General meetings of the shareholders to elect and be elected to the governing bodies of the company;
d) receive dividends announced according to the number and proportion of class actions that belong to him;
Article 35Statutul society ' (1) articles of Association shall contain: [...]
n) procedure and deadlines for payment of dividends and hedging losses of the company;
Article 48Dividendele "(1) share of the net profits of the company, which shall be distributed among the shareholders according to the grades and proportion of the number of shares belonging to them, constitutes the dividend.
(4) the obligations relating to the payment of dividends to society occur from the date of notification of the judgment concerning their pay. "
Article 49Plata of dividends "(1) the decision to pay interim dividends is taken by the Council of the society, and the judgment on the payment of annual dividends is taken by the general meeting of shareholders, upon the proposal of the Council of the society.
(2) in its judgment on the payment of dividends shall indicate: the date on which it is) compiled a list of shareholders who are entitled to receive dividends;
(b) the amount of dividends) on an action for each class in the movement;
c) form and time limit for payment of dividends.
(3) for each payment of dividends, the company Board shall ensure the establishment of the list of shareholders entitled to receive dividends.
(4) in the list of shareholders entitled to receive interim dividends will be registered shareholders and holders of registered shares nominal in the register of shareholders not later than 15 days pending the decision on the payment of dividends, and in the list of shareholders entitled to receive annual dividends will be registered shareholders and holders of registered shares nominal ledger referred to the date fixed by the Board of the company in accordance with article 54 paragraph 1. (2) and (5).
(5) the general meeting of shareholders has the right to approve annual dividends in an amount not lower than intermediate dividends paid.
(6) the size of the dividend announced on each action of the same class should be equal, regardless of the term of placement of shares.
7. Dividends are payable with money, and in cases provided for by the articles of Association, shall be paid with Treasury shares or shares of additional emission or other goods intended for the civilian population, whose circulation is not prohibited or limited by legislative acts.
(8) for the payment of dividends attached preferential can be established a special fund at the expense of breakdowns of the net profits of the company.
(10) the time limit for payment of the dividend is determined by the body that made the decision in accordance with the articles of Association, however, may not be greater than 3 months from the date of the decision concerning their pay, except in the cases referred to in paragraph (11).
(12) decision regarding the payment of dividends by the company that meets any of the criteria set out in article 2(1). (2) will be published within 15 days from the date of its adoption. A decision on payment of dividends by the company that does not meet any of the criteria set out in article 2(1). (2) must be brought to the attention of each shareholder personally, within 15 days from the date of taking them, and may be published in media in accordance with the decision of the general meeting of shareholders.
(13) the Dividends which have not been received by the shareholder from his guilt over a period of 3 years from the date of occurrence of the right to receive their pass to the income of the company and cannot be claimed by the shareholder. "Article 92Accesul bond holders and shareholders at the company's documentation" (1) the company shall be obliged to submit bond holders and stockholders for initiating the following documents:
the contract) (statement of formation of the company), articles of Association and any amendments and additions have been made in them;
b) certificate of registration of the company;
c) Regulations of the company, all the changes and additions that have been made in them;
d) contracts with the Registrar, with the organization concerned and with the company audit;
e) the minutes of the General meetings of shareholders and voting ballots, with the exception of the list of shareholders;
f) minutes of meetings of the society;
g) list of members of the Council of the society, members of the Executive Body and to other persons with responsible positions in the company;
the interested persons list), and an indication of the information referred to in article 85 paragraph 4. (4);
I) prospectuses takeover bids for the securities of the company, all the changes and additions that have been made in them, as well as outstanding reports with regard to the issuing of securities totals;
j) data on monthly average prices and volumes of the transactions recorded in the register of holders of securities of the company;
J1) documents relating to transactions and transactions with conflict of interests, including business, the report referred to in article 86 paragraph 1. (21), primary documents that justify conducting the appropriate operation;
k) financial reports;
l) Audit Committee reports, audit reports of the company, acts and decisions of State bodies which exercised control over the activity of the company;
m) annual reports of the Council of the society and of the Audit Committee of the company;
n) correspondence with shareholders;
a document provided for by) other statutes or regulations.
(2) the company shall ensure that, in accordance with the requirements of this State body for the supervision and administration of the Archive Fund of the Republic of Moldova, of the documents referred to in paragraph 1. (1) at the registered office of the company or such other place indicated in the articles of association as well as the holders of debentures of the company and shareholders to these documents.
(3) At the request of any shareholder or debenture holder, the company will present, for a fee, within 5 working days, and copies of the documents referred to in paragraph 1. (1) and on other documents stipulated by the Statute and regulations of the company, with the exception of documents covered by a State or commercial secret. The amount of payment shall be determined by the company and may not exceed the volume of expenditure for the presentation of the statements, removing children from their documents and for sending.
11. The relevant provisions of the civil code no. 1107-XV of 6 June 2002 (Official Gazette, 2002, no. 82-86, 661) are as follows: Article 9Exercitarea rights and obligations "(1) natural persons and legal entities participating in the judiciary must exercise their civil rights and their obligations in good faith, in accordance with the law, the contract with the public order and good manners. Good faith presumed until proven to the contrary.
(2) Failure by the natural and legal persons of their civil rights does not lead to their extinction, except as required by law. "Article 156Dispoziţii General joint-stock company" (1) joint stock company is a company whose share capital is divided into shares and whose obligations are guaranteed by the assets of the company.
Article 161 (1) actions actions are divided into parts which is the capital of a joint stock company in accordance with the Act of incorporation.
(2) the action of the shareholder entitlement to participate in the management of the company to receive dividends and part of the value of the goods in the event of its society, as well as other rights provided by law or by the Act of incorporation of the company. "
Article 284Noţiunea heritage (1) Heritage represents the totality of the patrimonial rights and obligations (which can be valued in money), regarded as a sum of active and passive values intertwined, belonging to natural persons and legal entities.
(2) all natural or legal person forming part of its heritage. "
Article 299Fructul "(1) Fruit of the work and income increase is productele, which gives them the so.
(2) Fruit of the right is income and benefits acquired as a result of this law.
(3) Fruit of the work of the law is considered also the income and benefits that this law ensures through legal relations. "
Article 315Conţinutul of the right of ownership "(1) the owner has the right of possession, use and disposition over the goods.
(2) the right of ownership is perpetual.
(3) the right to property may be restricted by law or the rights of a third party.
(4) the right of use also includes the person's freedom to not use common. May be established by law, the obligation to use if not using goods would be contrary to the interests of the public. In this case, the owner may be forced either to use the property himself or give it to third parties for use in Exchange for a reward.
5. the Peculiarities of the right of use of agricultural land shall be determined by law.
(6) the owner is obligated to provide and maintain the object belongs if the law or the contract provides otherwise. "
Article 316Garantarea of the right of ownership "(1) the property is, under the law, inviolable.
(2) the right to property is guaranteed. No one may be compelled to surrender his property, out only for public interest for a just and prior indemnity. Expropriation shall be carried out in accordance with the law.
(3) for general interest, the public authority may place any estate duty to indemnify the landlord for damage to soil, plantations or buildings, as well as for other damage attributable to them.
(4) the compensation referred to in paragraph 1. (2) and (3) shall be determined in agreement with the owner or, in case of divergence, by court order. In this case, the decision to withdraw the goods from the property of the person cannot be enforced until the remaining final judgement.
Article 317Întinderea of title "everything that produces the good, as well as everything that unites the good times is incorporated into it as a result of deed owner of another person or of a fortuitous event, returns to the owner if the law does not provide otherwise."
12. The relevant provisions of law no 171 of 11 July 2012 concerning the capital market (Official Gazette, no. 193-197, 665) are as follows: Article 123 Events affecting the issuer "(1) the issuer is required to publish information regarding: [...]
c) payment of dividends;
13. The relevant provisions of the Universal Declaration of human rights of 10 December 1948, adopted at New York on 10 December 1948, the Republic of Moldova has acceded by decision No. 217-XII of 28 July 1990 (Newsletter No.8/233, 1990), are as follows: Article 17 1. Everyone has the right to ownership of both single as well as in association with others.
2. No one shall be arbitrarily deprived of his property. "
14. The relevant provisions of the European Convention for the protection of human rights and fundamental freedoms (done at Rome on 4 November 1950 and ratified by decision of Parliament of the Republic of Moldova No. 1298-XIII of 24 July 1997) are as follows: Article 1 of Protocol No. 1 adiţionalProtecţia property ' means any natural or legal person has the right to respect for his property. No one may be deprived of his property except for public interest and under the conditions provided for by law and general principles of international law.
The preceding provisions shall not affect the right of States to enforce such laws as it deems necessary in order to regulate the use of property in accordance with the general interest or to secure the payment of taxes or other contributions or penalties. "
LAW 15. From the contents of the referral, the Court observes that it is aimed at essentially the right of shareholders over the dividends.
16. Thus, the appeal concerns the constitutional elements and principles such as the right to interconexe, private ownership, guarantees and its components, the restriction of the right of ownership.
A. ADMISSIBILITY Of 17. In accordance with its decision of 2 June 2015, the Court noted that, under article 135 paragraph 1. (1) (a). the article of the Constitution). (1) (a). a) of the law on the Constitutional Court and to article 4 para. (1) (a). the constitutional jurisdiction of the code), referral to the constitutionality of laws relating to keep within its competence.
18. Articles 25 lit. g) of the law on the Constitutional Court and 38 para. (1) (a). g) of the code of constitutional jurisdiction confers on the parliamentarian right to refer the matter to the Constitutional Court.
19. the Court retains that power was vested in it by article 135 paragraph 1. (1) (a). the Constitution requires) from the conformity of laws with the Constitution, taking into account the principle of the supremacy of the latter.
20. the Court notes that the authors of the article objected to the referral. 49 para. (13) of the law No. 1134-XIII of 2 April 1997 relating to companies limited by shares, citing alleged breaches of articles 1 (1). (3) paragraphs 1 and 2, 9. (1) and (2) of the Constitution 46 and 54.
21. Note that the contested provisions of the Court have not previously been the object of notification constitutionality control.
22. Therefore, the Court considers that the appeal cannot be rejected as inadmissible and there is no reason to suspend the process, in accordance with the provisions of article 60 of the code of constitutional jurisdiction.
23. Taking into account the criticism of unconstitutionality, and the normative text content comes under the control of constitutionality, the Court is to determine whether the scope of the fundamental right relied also refers to the provisions of the law on public limited companies, in particular, the actions and the payment of dividends to the shareholders.
24. Thus, in order to elucidate the compliance provisions challenged with constitutional norms, the Court will operate, in particular, with the provisions of articles 9 and 46 of the Constitution.
25. Furthermore, this question will be examined by the Court and in the light of its earlier case-law, the relevant international laws, as well as the jurisprudence of the European Court of human rights.
B. FUND CASE i. alleged infringement of articles 9 and 46 of the Constitution. The authors consider that the contested provisions of the referral in breach of article 9 of the Constitution, according to which: "(1) the property is public and private. It consists of material and intellectual goods.
(2) no property may be used to the detriment of the rights, freedoms and dignity.
27. Reporting subject to the provisions of Supreme Law of referral, referral to the authors claimed that the contested regulations contradict the Constitution and article 46, which States: "(1) the right to private property, as well as loans and advances to the State are guaranteed.
(2) no one may be expropriated for reasons dictated by public necessity, as established by law and in advance.
1. Arguments of the authors of the referral. The authors of the report I noted that dividends constitutes a good, positive, a heritage element that consists of a monetary gain, and shareholders are entitled to receive dividends.
29. Thus, the referral is that, by the contested rule, shareholders are private property for the benefit of another person, and the only theme is a three-year term, which, in the opinion of the authors of the referral, an interference with the protection of property.
30. considers that provision of referral Authors challenged restrict the exercise of fundamental rights, without any balance or proportionality between the restriction of these rights and the aim pursued.
2. Arguments of the authorities 31. In his opinion, the President of the Republic of Moldova noted that dividends would be paid out of the profits of the company stock, but which were not raised by a shareholder, constitutes a source of net assets of the company. In this regard, the President of the Republic of Moldova, said that, in the present case, it cannot be relied upon because shareholder expropriation with the increase of the net assets of the company's stock value increases and its actions.
32. The Parliament, in its opinion, stated that the authors of the referral of title confuses with the right to receive the property, thus, the contested provisions are strictly in accordance with the supreme values guaranteed by the Constitution and comply with all constitutional requirements.
33. Equally, the Government, in his opinion, noted that the establishment of the period of 3 years for exercising the right to receive dividends corresponding to the constitutional provisions and does not constitute an interference with the fundamental law stipulated in article 46 of the Constitution.
34. The National Commission of Financial Market, in his view, he noted that national law has established an effective and fair mechanism concerning the right of shareholders to dividends, and the sanction of revocation that right applies only to restrictive conditions and only after shareholders have had enough time to exercise their rights.
3. Assessment of the Court 3.1. General principles-the content property rights and guarantees its 35. Note that the Court, through art. 9, the Constitution enshrines the fundamental principles of the property stating that this is private and public.
36. Article 46 of the law on Supreme guarantees the right to private property and its protection, stating that no one may be expropriated for reasons dictated by public necessity, as established by law and with the right.
37. Furthermore, in accordance with article 127 of the Constitution, the State shall protect and ensure the realization of the right of property ownership in the forms required by the owner, if they do not come in conflict with the interests of society.
38. According to the decision of the Constitutional Court No. 110 of 25 January 1996, with amendments by decision No. 183 of 21 February 1996, through property means property rights of individuals, legal entities, State or administrative territorial units of movable or immovable property, exercising their right of property attributes (possession, use and disposition) perpetually and exclusively through his own power and in their own interest, in accordance with the law.
39. In Judgement No. 19 of 18 October 2011, the Court reiterated that it is undeniable that the right to property guaranteed by article 46 of the Constitution, is in substance a person's right to respect for his property, movable and immovable property.
40. the Court shall retain that as "good", that is protected by art. 46 of the Constitution, may be recognized any element of patrimonial assets of the person, which is a valuable one. The term "good" includes the patrimonial rights, which can be real and obligaţionale.
41. Constitutional provisions in matters of property are developed in the civil code. Thus, according to art. 315 of the civil code, the owner has the right of possession, use and disposition over his assets, within the limits determined by law. Property right is perpetual.
42. the Court noted that, according to art. 316 of the civil code, the property is inviolable and the right to property is guaranteed. No one may be compelled to surrender his property, except for a solely in the public interest for a just and prior indemnity. Expropriation shall be carried out in accordance with the law.
43. the court notice that constitutional and legal matters of property are in harmony with the provisions of the European Convention. Article 1 of Protocol No. 1 to the European Convention recognises the right to respect for property, stating that no one may be deprived of his property except for reasons dictated by public necessity and subject to the conditions provided by law and general principles of international law.
44. The European Court by the decision adopted in the case of Sporrong Sweden vs Lonnrot and of 23 September 1982, defining the contents of the property, held that art. 1 of the additional Protocol No. 1 to the Convention contains three distinct features. The first, of a general principle, articulated by ownership, depriving the second targeting property according to certain conditions, and the third recognizes the power of States to regulate the use of the goods in accordance with the general interest, by adopting laws that they deem necessary in this regard. 45. In addition, the European Court in its case-law, stated, the principle that the concept of "goods" in article 1 of Protocol No. 1 to the European Convention has an autonomous meaning, being independent of the classification of formal national law, and that it is not only limited to ownership of property. Thus, the question to be examined in each case is whether the circumstances of the case, considered as a whole, provide the data subject a right in respect of a material interest, protected by article 1 of Protocol No. 1 to the European Convention.
46. Furthermore, in its jurisprudence, the European Court has established that article 1 of the additional protocol to the European Convention does not grant an absolute right of property protection. If a State has established an interference with the property address, it will, however, be compatible with the Convention if the interference is provided for in law, pursues a purpose to serve the general interest and is proportional the aims pursued (case Megadat.com SRL vs. Moldova, April 8, 2008).
3.2. Application of the principles in this question 47. The Court noted that the mode of establishment and legal status of joint stock companies, shareholders ' rights and obligations, protection of rights and legal interests, shall be regulated by law. 1134-XIII of 2 April 1997 relating to companies limited by shares.
48. According to article 2 of law No. 1134-XIII of April 2, 1997, joint-stock company is a company whose capital is wholly divided into shares and whose obligations are guaranteed by the assets of the company.
49. the court notice that, according to the law, the document certifying the right of the owner (shareholder) to participate in the management of the company to receive dividends, as well as a portion of the assets of the company in case of its liquidation is the action.
50. Consequently, the court notice that action embeds itself so property rights and patrimonial rights. Thus, the holder of the rights action with economic value, including rights of claim on the issuing company, such as the right to participate in the benefits of society, i.e. the right to receive dividends.
51. Similarly, the shareholder is patrimonial rights, i.e. it shall be entitled to attend the General meetings of shareholders, to elect and to be elected to the governing bodies of the company, to peruse the materials for the agenda of the general meeting of shareholders, to peruse and make copies of documents.
52. In the jurisprudence of the European Court, and the former Commission had ruled consistently that the rights of claim, including those incorporated into shares, constitutes a "good" within the meaning of article 1 of Protocol No. 1 to the Convention. Thus, the Commission, in cases where the company S and t. vs Sweden Poland vs Olczak, and noted that the shares held by the shareholders of the companies, since they have economic value, constitutes a ' good '.
53. Similarly, the European Court, in the case of Sovtransavto Holding vs. Ukraine, decided on the principle that a measure of a company is a good resort, it certifies that the holder they "possess" a part of the capital (of the company) and rights in this capacity. The Court noted that it is not only a claim on the social assets, payable in the event of liquidation of the company, but also other rights, especially the right to vote at general meetings of shareholders and the right to influence the activity of the company.
54. the court notice that with the acquisition of shares shareholder seeks to obtain a return in the form of dividends.
55. Thus, under art. 48 of law No. 1134-XIII of April 2, 1997, dividends are defined as the share of the net profits of the company, which shall be distributed among the shareholders according to the grades and proportion of the number of shares belonging to them.
56. In doctrine, the dividend is defined as that part of the net profit that it needs shareholder after the closure of the financial year, determined by class and number of shares held. Respectively, the right to dividend is described as a subjective right, relatively, the legacy of debt, ownership of shares which produce dividends.
57. the Court noted that, in order to bring forth the right shareholder dividend, it must be fulfilled a number of conditions: joint-stock company to obtain a profit; the General Assembly, convened and held legally, to take the decision to distribute dividends to shareholders, with the establishment of the term and the manner of their payment.
58. the Court finds that the company has the right to pay interim dividends (quarterly, half-yearly) and the annual shares in circulation, according to the conditions provided for in article 48 and 49 of law No. 1134-XIII of 2 April 1997 relating to public limited companies.
59. In accordance with article 49 paragraphs 1 and 2. (1) of law No. 1134-XIII of April 2, 1997, the decision regarding the payment of interim dividends is taken by the Council of the society, and the judgment on the payment of annual dividends is taken by the general meeting of shareholders, upon the proposal of the Council of the society.
60. In accordance with article 48 paragraph 2. (4) of the Act-XIII from 1134, 2 April 1997, the company's obligations relating to the payment of dividends arise on the date of notification of the judgment concerning their pay.
61. the Court noted that since the moment of announcement by the General Assembly of the decision on payment of dividends due to shareholders was born a debt of that shareholder to the issuing company, with all the consequences arising from it at this point, the right to enter into a shareholder dividend, in the sense of article 286 paragraph 2. (2) of the civil code, which establishes that all natural or legal person forming part of her heritage.
62. In the same vein, the Court shall retain the right of ownership of the asset is extended and the fruits of this good. Thus, according to art. 317 of the civil code, everything produces the good, as well as everything that unites the good times is incorporated into it as a result of deed owner of another person or of a fortuitous event, returns to the owner, if the law does not stipulate otherwise.
63. In the same context, note that Court, under art. 299 of the civil code, the fruit of the work is the increase of income, and the products that gives them this right, and the fruit is the income and benefits acquired as a result of this law.
64. In particular, in the civil law are qualified as fruit revenue from the use of the property by another person by virtue of a legal act, such as rents, rent, interest, and dividends income rentelor (called ' fruit ').
65. In the light of the above, the Court finds that the shareholder's right to receive dividends, resulting from holding shares in the company, under what rules protect property rights contained in articles 9, 46, and 127 of the Constitution and article 1 of Protocol No. 1 to the European Convention, because this right in its essence, is one legacy with economic value its proprietor, having the opportunity to earn income.
66. At the same time, the Court reiterates that, in accordance with article 1 of Protocol No. 1 to the European Convention, the legislature has the power to establish rules concerning the use of the goods in accordance with the general interest.
67. the court notice that both the civil code of the Republic of Moldova, as well as other laws governing civil circuit, contain rules concerning the exercise of rights in general and of the right to property, in particular.
68. Thus, in a general rule, it is established that "individuals and businesses participating in the judiciary must exercise their civil rights and their obligations in good faith, in accordance with the law, the contract with the public order and good manners. […] Failure by individuals and legal entities of civil rights to them does not lead to their extinction, except as provided by law "(art. 9 of the civil code).
69. from the legal provisions cited, it appears that the legislature may determine certain conditions concerning the exercise of civil rights, of which have may lead to extinguish those rights. Such conditions refer, including time limits, to, exercise or defense of civil rights, civil law called "deadlines".
70. the Court noted that through the concept of "time" in civil law "shall mean the period of time established by law, court order or the consent of the parties, legal or leaking which leads to the appearance, modifying or extinguishing patrimonial relations or personal patrimonial.
71. the Court points out that the timelines are aimed at ensuring the normal operation of the circuit and ensuring the stability of civil property relations, the participants being disciplined to achieve civil rights and obligations.
72. Among the various types of deadlines established in civil law include deadlines for achievement of civil rights, also called the deadlines deadlines for revocation or lapse. These are the periods of time within which the holders of subjective rights are empowered to realize their rights, have dealt with their loss.
73. In this context, the Court notes that the period of three years is reasonable because shareholders to claim dividends.
74. the Court noted that is relevant in this respect by the European Court, which stressed the importance of deadlines for legal certainty in the context of the right to a fair trial.
75. The European Court held that limitation periods role is of paramount importance when it is interpreted in the light of the Preamble to the Convention, which, in its part enounces the duty preeminence, as common heritage of Contracting States (Judgment of 18 March 2008, Dacia SRL vs. Moldova, § 75).
76. Moreover, in the case of J.A. Pye (Oxford) Ltd and JA. Pye (Oxford) Ltd vs Uk Land (Judgment of 30 august 2007), the European Court held that the use of restrictive deadlines (prescription or for revocation of a law if it is not exercised) pursues a legitimate aim in the general interest. The length of the term is a matter over which the State has a discretion, provided that the term may not be so short as to be unacceptable. Similarly, the Court held that one of the consequences of periods of limitation, or decay, is that the right holder may not exercise.
77. the court notice that legislation provides a number of guarantees which ensure the effective exercise of the right of a shareholder to collect dividends within 3 years.
78. In this context, the Court finds that the alegația authors that referral to the legal framework does not establish specific regulations governing public limited companies empowerment regarding its notice of shareholders, is ruled out by article 49 paragraph 3. (12), 91 and 92 of the law nr. 1134-XIII of April 2, 1997.
79. Thus, article. 49 para. (12) the said Act provides that the decision with respect to the payment of dividends shall be published in mass media or made known to each shareholder.
80. Furthermore, articles 91 and 92 of the Act regulates the manner of publication of information about the company's activity and access to documentation of the company shareholders.
81. By the way, note that Court and other regulatory approvals, in particular, article 105 of the civil code, art. 123 paragraph 1. (1) (a). с) of Act No. 171 of 11 July 2012 concerning the capital market, regulation on the manner of disclosure of information concerning the events and actions which affect the financial and economic activity of joint-stock companies of the open-ended type which has been approved by the National Securities Commission no. 17/6 of 28 June 2011, shall lay down the conditions for the disclosure of information by the companies limited by shares notification of the decision, including the payment of dividends.
82. Thus, the Court observes that the existing laws are favorable to the shareholder, assuring them the opportunity to be informed with regard to the payment of dividends, the amount, term and form that can be picked up.
83. At the same time, note that Court only if the shareholder does not knowingly raises dividends for three years they move on to company income and cannot be claimed by the shareholder, prezumându it in such a way tacitly supports transmission of shareholder dividends in the heritage society.
84. At the same time, the Court noted that no shareholder can be attributed to the period of disqualification for 3 years, though it was impossible to know about the dividends that have been assigned.
85. In the context of those listed, note that Court through the revocation of the right shareholder who knowingly has not claimed the dividends for three years, the legislature has established an effective and fair mechanism to ensure the security of legal relations, which is not contrary to articles 9 and 46 of the Constitution.
For these reasons, pursuant to articles 140 of the Constitution, 26 of the law on the Constitutional Court, 6, 61, 62 lit. of the 68 of the code) and constitutional jurisdiction, the Constitutional Court DECIDES: 1. the appeal is rejected, Parliament deputies Valeriu Munteanu, Imran Qamar and Corina Fusu.
2. Constitutional is recognized in paragraph (13) of article 49 of law No. 1134-XIII of 2 April 1997 relating to public limited companies.
3. This decision is final, cannot be subject to any appeal, shall enter into force on the date of its adoption and shall be published in the Official Gazette of the Republic of Moldova.