Amcham Moldova proposes that arbitration agreements be included in the charters of limited liability companies (LLCs)
The American Chamber of Commerce in Moldova (AmCham Moldova) has sent to the Parliament its position on the draft law on corporate governance reform (the so-called "LLC reform"). It proposes to clarify the provisions of the law concerning the arbitration convention and to regulate the possibility of including arbitration agreements in the charters of limited liability companies with the following wording: "The charter may include an arbitration agreement on disputes related to the relations regulated by law between associated persons or between associated persons and the LLC, including those related to the validity of decisions taken by the general meeting or the board of the company". Amcham also insists that the decision to include, amend or remove an arbitration agreement in/from the bylaws must be made by unanimous (100%) vote of the members. "This is a stricter measure than is provided for in the laws of other states, but it will avoid speculation that an arbitration convention is binding on those who did not vote in favor of it. An absolute presumption of consent is necessary for an arbitration agreement to pass the New York Convention test and be recognized in other states," the organization stresses. At the same time, the existence of the arbitration agreement should be indicated in the State Register of Legal Entities, for example, the system should reflect that "the founding document includes the arbitration agreement. Thus, new members of the company will learn about the existence of the arbitration agreement and unconditionally accept it when becoming a co-founder of the company, or it will be considered that the associated person unconditionally agrees to the arbitration agreement, if he/she knew about such agreement on the date of acquisition of the stake in the authorized capital. It is noted that such provisions in the legislation will facilitate alternative and expeditious resolution of disputes, without courts, as well as provide a number of guarantees to investors. Amcham has developed its own version of the Arbitration Convention provision in the bill and asks that the Parliament take it into account when passing the bill in the second reading. In its letter, Amcham argues that the proposed amendments are in line with similar provisions and practices in other states, citing the experience of Austria and Germany in settling disputes through arbitration procedure, as well as the experience of Switzerland, which is the closest to the norms contained in the Moldovan draft law. // 28.07.2023 - InfoMarket.
