C.F. 'BV FIDUCIAR INVEST' S.A. proti Moldavsku

FIFTH SECTION

CASE OF C.F. ‘BV FIDUCIAR INVEST’ S.A. v. THE REPUBLIC OF MOLDOVA

(Application no. 45538/13)

JUDGMENT

STRASBOURG

12 February 2026

This judgment is final but it may be subject to editorial revision.

In the case of C.F. ‘BV Fiduciar Invest’ S.A. v. the Republic of Moldova,

The European Court of Human Rights (Fifth Section), sitting as a Committee composed of:

Gilberto Felici, President,
Mykola Gnatovskyy,
Vahe Grigoryan, judges,
and Martina Keller, Deputy Section Registrar,

Having regard to:

the application (no. 45538/13) against the Republic of Moldova lodged with the Court under Article 34 of the Convention for the Protection of Human Rights and Fundamental Freedoms (“the Convention”) on 18 April 2013 by C.F. ‘BV Fiduciar Invest’ S.A. (“the applicant company”), which has its seat in Chisinau and was represented by Mr D. Harea, a lawyer practising in Chisinau;

the decision to give notice of the complaints under Article 6 § 1 of the Convention concerning the jurisdictional competence of the domestic courts and their reasoning, and under Article 1 of Protocol No. 1 to the Moldovan Government (“the Government”), represented by their Agent, Mr D. Obadă, and to declare inadmissible the remainder of the application;

the parties’ observations;

Having deliberated in private on 22 January 2026,

Delivers the following judgment, which was adopted on that date:

SUBJECT MATTER OF THE CASE

1. The case concerns the annulment, in administrative proceedings, of the applicant company’s representation of shareholders.

2. On 5 August 1996 the State, represented by the Ministry of Privatisation, sold shares in a State company (Cariera de Granit și Pietriș din Soroca, hereinafter “C.”) at a public auction. That sale was made against “patrimonial parts” (bonuri patrimoniale), representing each citizen’s part in the State assets and used during the process of privatisation of State property during the 1990s.

3. The applicant company is an investment trust. Having received from a number of private individuals their patrimonial parts, it bought with those parts 12,288 shares in C. at the auction of 5 August 1996 mentioned above. On 9 October 1997 it bought an additional 17,177 shares in C. from “E-I”, a similar private trust fund. On 21 October 1999 the applicant company transferred to another private trust fund (“RDF”) an undisclosed number of shares under its administration in exchange for a total of 1,105 shares in C. All these transactions were registered in the record of C.’s shareholders by a private company (“R-F”) licensed to manage shareholders’ records. The applicant company was registered as the nominal holder of C.’s shares, representing the latter’s real owners. On 4 September 2006 responsibility for managing that record was transferred from R-F to R-R, another private company licensed to manage such records.

4. On 4 October 2011 C. lodged administrative proceedings against R-R. At the court’s decision, the applicant company was involved in the proceedings as a third party on the defendant’s side and made written submissions to the court. C. claimed that the record of its shares did not include any documents confirming the transfer of shares in C. from individual shareholders to the nominal holding of the applicant company. In a judgment of 3 April 2012 the Bălți District Court decided: (i) the annulment of the record for the applicant company’s nominal holding of all of its shares in C.; (ii) the re-registration in the name of individual shareholders of 12,288 shares in C. bought on 5 August 1996; (iii) the re-registration as belonging to E-I of 17,177 shares in C. bought on 9 October 1997 and (iv) the re-registration as belonging to RDF of 1,105 shares in C. exchanged on 21 October 1999. The court found, in particular, that the 12,288 shares bought on 5 August 1996 were the property of the individual owners and that the shareholders’ record of C. managed by R-R did not include, as required by the relevant regulations (see paragraph 10 below), any contracts and other documents confirming the transfer of such shares to the applicant company for nominal holding. Moreover, no such transfer was formally registered in the shareholders’ record. The court found that there were no documentary grounds for recording in the shareholders’ record the applicant company as the nominal holder of these 12,288 shares in C.

As for the remainder of shares in C. bought from E-I and RDF, in both cases the court found that a number of formal conditions for registering the transactions had not been observed. In particular, there were no documents showing that individual share owners had authorised the applicant company to buy shares in C. and there was no prior authorisation for such transactions from the Moldovan Stock Exchange, although this was mandatory under the Provisional regulation concerning the manner of receiving orders for the sale of securities on the stock exchange (see paragraph 9 below).

5. The applicant company appealed against the judgment of 3 April 2012 submitting, inter alia, that the activity of R-R had been thoroughly examined by the National Commission on the Securities Market, which had found no irregularities. Moreover, it argued that, in deciding the case, the administrative court had dealt with civil law issues by effectively annulling contractual relationships between itself and its clients (shareholders) and the issue was property rights over shares. Whenever the dispute concerned both administrative and civil law issues, under the law the civil courts had jurisdiction. It finally noted that in annulling the registration of its nominal holding of 18,282 shares in C. obtained from E-I and RDF, the court had not ordered the return of the assets it had transferred to those companies as part of those transactions.

6. On 23 October 2012 the Bălți Court of Appeal rejected the appeal, essentially for the same reasons.

7. The applicant company lodged an appeal in cassation, but it was left without examination on 12 December 2012 since the decision of 23 October 2012 had been final and not subject to any form of appeal.

relevant domestic law

8. In accordance with section 1 of the Law on the circulation of securities and stock exchange (no. 1427-XII of 18 May 1993, in force at the relevant time), the transfer of securities from one person to another took place via a transfer order filled in in accordance with the legislation.

9. In accordance with the Provisional regulation concerning the manner of receiving orders for the sale of securities on the stock exchange (adopted by the National Securities’ Commission on 16 September 1995, in force since 29 February 1996), the registrar had the power to register a transfer of shares only upon receiving from the Moldovan Stock Exchange the written transfer order, including its authorisation of that transaction.

10. In accordance with the Regulation concerning the manner of re‑registering shares in the names of privatisation investment funds and trust companies and the joining of accounts by shareholders/owners of State obligations in the registers of shareholders/owners of State obligations in privatised joint stock companies (adopted by the National Securities Commission on 27 July 1995 and in force at the relevant time), trust companies nominally held shares in the interest of the shareholders, who remained the owners of those shares (point 1.6). Under section 2.1 of the same regulation, shares bought by trust companies on behalf of shareholders had to be re-registered by registrars as being in nominal holding of those trust companies, exercising the rights of the shareholders. Under section 3.1 of the regulation, in order to obtain re‑registration, trust companies had to submit to the registrar specific information, including the list of shareholders in whose names it had bought the shares and the number of shares bought for each shareholder as well as the dates and numbers of contracts between itself and individual shareholders.

11. In accordance with Presidential decree concerning fiduciary ownership (trust) no. 48 of 30 March 1994, the fiduciary owner (the trustee) had the power to decide on the best manner of exercising the beneficiary’s rights and obligations in the latter’s interest (section 11). Under section 15 of the same act, the trustee had the right to remuneration, in accordance with the provisions of the trust agreement. Under section 17 of the same act, after the entry into force of the trust agreement, the trust beneficiary could not indicate to the trustee the manner in which to exercise his or her rights and obligations stemming from that agreement, unless that agreement provided otherwise.

THE COURT’S ASSESSMENT

1. ALLEGED VIOLATION OF Article 1 of Protocol NO. 1 to the Convention

12. The applicant company submitted that it had been managing shares in its clients’ names for some fifteen years prior to the relevant events. The annulment of the record concerning its nominal holding of shares in C. amounted to rescinding its representation of those shares’ owners and exercising in their names the various rights given by ownership of those shares.

13. The Government argued that the applicant company did not have a “possession” since it had never been the owner of the shares concerned by the annulled registration. In any event, the relevant register entries had been made with serious breaches of procedure and the courts had had to react by annulling the administrative acts in question.

14. The Court reiterates that the concept of “possessions” referred to in the first part of Article 1 of Protocol No. 1 has an autonomous meaning which is not limited to ownership of physical goods and is independent from the formal classification in domestic law: certain other rights and interests constituting assets can also be regarded as “property rights” and thus as “possessions” for the purposes of this provision. The issue that needs to be examined in each case is whether the circumstances of the case, considered as a whole, conferred on the applicant title to a substantive interest protected by Article 1 of Protocol No. 1 (see Anheuser-Busch Inc. v. Portugal [GC], no. 73049/01, § 63, ECHR 2007-I).

15. In the present case, the Court agrees with the Government that the applicant company never became the owner of the relevant shares, and only exercised ownership rights in the name and in the interest of the owners of those shares. It thus did not enjoy “possession” in respect of those shares. Since as the result of the court decisions in the present case the shares were registered in the names of their real owners, who could complain about any losses caused to them by effectively annulling their representation by the applicant company. However, none of the owners are party to the present application.

16. It follows that this part of the application is incompatible ratione materiae with the provisions of the Convention within the meaning of Article 35 § 3 (a) of the Convention and must be rejected in accordance with Article 35 § 4.

2. ALLEGED VIOLATION OF ARTICLE 6 § 1 OF THE CONVENTION

17. The applicant company also complained that the domestic courts had examined the case in administrative proceedings, although the law expressly provided that in cases where the issues to be examined concerned both administrative and civil matters, the common courts had jurisdiction. The case had thus not been examined by a “tribunal established by law”. Moreover, the courts had failed to reason their implicit rejection of this argument.

18. The Government argued that the matters examined in the present case had been clearly of an administrative nature. In particular, R-F had exercised public powers delegated to it by the State. Accordingly, any issue concerning the exercise of that power had to be examined by the administrative courts.

19. The Court reiterates that for Article 6 § 1 of the Convention to be applicable under its “civil” limb, there must be a “dispute” regarding a “right” which can be said, at least on arguable grounds, to be recognised under domestic law, irrespective of whether it is protected under the Convention. The dispute must be genuine and serious; it may relate not only to the actual existence of a right but also to its scope and the manner of its exercise; and, finally, the result of the proceedings must be directly decisive for the right in question, mere tenuous connections or remote consequences not being sufficient to bring Article 6 § 1 into play. Moreover, there can be no doubt about the fact that there is a right within the meaning of Article 6 § 1 where a substantive right recognised in domestic law is accompanied by a procedural right to have that right enforced through the courts (see Regner v. the Czech Republic [GC], no. 35289/11, §§ 99 and 102, 19 September 2017).

20. In the present case, the Court notes that even though the applicant company did not have a “possession”, it had a direct interest in the proceedings. In particular, had the courts accepted its claims, the applicant company could further represent its clients in managing their shares in C. and could thus continue being paid for that service. Moreover, it was by the decision of the Bălți District Court that the applicant company became a party to the proceedings on the side of the respondent. Later, the Court of Appeal examined the substance of the applicant company’s appeal against the judgment of 3 April 2012 of the Bălți District Court affecting its rights (see paragraph 6 above). It thus confirmed that the domestic law allowed the applicant company the right to have the limits of its right decided by the courts.

21. The Court therefore considers that Article 6 § 1 of the Convention is applicable. It further considers that this complaint is not manifestly ill-founded within the meaning of Article 35 § 3 (a) of the Convention or inadmissible on any other grounds. It must therefore be declared admissible.

22. The general principles concerning the courts’ obligation to adequately state the reasons for their judgments have been summarised in Hirvisaari v. Finland (no. 49684/99, § 32, 27 September 2001) and reiterated more recently in Yüksel Yalçınkaya v. Türkiye ([GC], no. 15669/20, § 305, 26 September 2023).

23. The Court notes that the applicant company effectively exercised for approximately 15 years certain rights connected with the management of shares in C. The domestic courts annulled the registration of its representation of individual shareholders, thereby affecting the private, contractual relationships between them. In addition, the courts annulled two transactions (a sale and an exchange of shares) between the applicant company and two other private companies. Moreover, all these relations concerned shares in a private company (C.). The Court considers that, notwithstanding the regulated nature of transactions involving shares, contractual relationships between shareholders and trusts representing them, as well as among various private companies in respect of shares in a private company, at least prima facie concern private or civil law matters. Accordingly, it cannot be said that the applicant company’s argument raised before the courts, namely that administrative courts did not have competence and that the case should have been examined by the common courts, was manifestly ill-founded or irrelevant.

24. The Court does not find it necessary to decide whether, in the present case, the administrative courts indeed lacked competence. It points out that it is primarily for the domestic courts to decide on issues such as competence to examine cases. However, despite the applicant company expressly raising this argument before the domestic courts, in the present case they did not adduce any reasons for rejecting this argument.

25. Whether administrative or common courts were competent to examine the case had quite specific procedural effects affecting the rights of those involved. In particular, administrative and civil proceedings involved different distribution of the burden of proof. In addition, administrative proceedings did not provide for a third degree of jurisdiction. The applicant company’s appeal in cassation was not examined for that precise reason. It is finally noted that, as part of the administrative proceedings, the courts could annul the administrative acts of registering shares obtained as a result of a sale and an exchange contract, without dealing with any further consequences for the rights of the parties to those transactions. As a result, the applicant company lost its right to manage a total of 18,282 shares in C., without recuperating any of the assets which it had transferred to E-I and RDF as part of the transactions of 9 October 1997 and 21 October 1999 respectively (see paragraph 5 above).

26. In view of the above-mentioned consequences for the applicant company’s procedural rights, the Court finds that the domestic courts could not, as a matter of fairness, remain silent in respect of its argument concerning the lack of competence of the administrative courts. It thus finds that the failure of the domestic courts to give any reasons in this respect amounted to a breach of Article 6 § 1 of the Convention.

APPLICATION OF ARTICLE 41 OF THE CONVENTION

27. The applicant company claimed 2,768,592 Moldovan lei (MDL) in respect of pecuniary damage, consisting of the dividends owed by C. for 30,570 of its shares in 2010, as well as the price of those shares. The Court does not discern any causal link between the violation found and the pecuniary damage alleged; it therefore rejects this claim.

28. The applicant company also claimed MDL 500,000 (the equivalent of 24,428 euros (EUR) at the time of the claim) in respect of non-pecuniary damage.

The Court awards the applicant company EUR 3,600 in respect of non‑pecuniary damage, plus any tax that may be chargeable to the applicant company.

29. The applicant company finally claimed MDL 5,583 (EUR 272) in respect of costs and expenses incurred before the Court.

30. Having regard to the documents in its possession, the Court considers it reasonable to award the full amount claimed, plus any tax that may be chargeable to the applicant company.

FOR THESE REASONS, THE COURT, UNANIMOUSLY,

1. Declares the complaint under Article 6 § 1 of the Convention admissible, and the remainder of the application inadmissible;
2. Holds that there has been a violation of Article 6 § 1 of the Convention;
3. Holds

(a) that the respondent State is to pay the applicant company, within three months, the following amounts, to be converted into Moldovan lei at the rate applicable at the date of settlement:

(i) EUR 3,600 (three thousand six hundred euros), plus any tax that may be chargeable, in respect of non-pecuniary damage;

(ii) EUR 272 (two hundred and seventy-two euros), plus any tax that may be chargeable to the applicant company, in respect of costs and expenses;

(b) that from the expiry of the above-mentioned three months until settlement simple interest shall be payable on the above amounts at a rate equal to the marginal lending rate of the European Central Bank during the default period plus three percentage points;

4. Dismisses the remainder of the applicant company’s claim for just satisfaction.

Done in English, and notified in writing on 12 February 2026, pursuant to Rule 77 §§ 2 and 3 of the Rules of Court.

Martina Keller Gilberto Felici
Deputy Registrar President