On 22 April 2025, Law No. 66/2025 on combating delayed performance of payment obligations in contracts between professionals or between professionals and public authorities was published ("Law No. 66").
Although Law No. 66 is meant to transpose certain norms from European Directive 2011/7/EU and essentially repeats the wording from the Civil Code of Moldova that is currently in force, the legislation is meant to further strengthen the enforceability of payment obligations in commercial transactions (including with foreign counterparts). Law No. 66 will enter into force on 22 October 2025.
What are the maximum payment terms?
In B2B commercial transactions, including on supply of goods and/or services:
- The maximum payment term may not exceed 60 calendar days or 30 calendar days, if the term for the performance of the pecuniary obligation pursuant to the agreement was neither determined by the parties nor results from its nature, while any contrary provision will be deemed null and void.
- In case of delayed payment, the creditor's right to claim (in addition and subject to not being expressly waived): (a) a contractual penalty or the legal default interest; (b) a minimum guaranteed indemnification (despăgubire minimă); and (c) the costs related to the debt collection procedures (attorney, bailiff costs, etc.).
In B2G transactions, including on supply of goods and/or services:
- The maximum payment term may not exceed 30 days from the later of the following: (i) receipt by the debtor of the invoice or an equivalent payment request; (ii) receipt by the debtor of the consideration for the pecuniary obligation, if the date of invoice receipt is uncertain or if the invoice or equivalent payment request is received before the consideration; or (iii) receipt or verification of the consideration, where such a procedure is provided by law or by contract to confirm contractual conformity and the invoice or equivalent request for payment is received before or on the date of such receipt or verification.
- By derogation, a 60-day payment term may be applied in B2G transactions if justified by the specific character of the contract (e.g. the nature of the supplied goods or services, logistics, etc.).
Nullity of abusive clauses
Any contractual term, even if individually negotiated, relating to the time limit for performance of the pecuniary obligation, the rate of interest for late payment or penalties for late payment will be null and void if it is grossly unfair to the professional creditor under the conditions laid down in the Civil Code of Moldova.
Reporting
Law No. 66 introduces reporting formalities for the parties in B2B and B2G transactions. In this context, the parties must provide the data on delayed payments via the governmental platform MConnect. The reported data will later become publicly available via the governmental platform https://date.gov.md.
Although the reporting format, reporting entities and the type of data to be reported have yet to be approved by the Moldovan Government, this instrument may already be considered another source of publicly available information for businesses and public authorities, aimed at facilitating the screening of prospective contractual partners. The reporting norm is set to enter into force on 22 April 2027.
Simplified debt recovery procedures
Law No. 66 refers to the provisions of the Civil Procedure Code, which allow a potential creditor in B2B and B2G contracts to recover its receivables either through a simplified procedure (procedură în ordonanță) or through a low-value-claim procedure (procedură în cazul cererilor de valoare redusă).
Exclusions
Law No. 66 does not apply to receivables validated during an insolvency procedure and receivables resulting out of B2C contracts.
Clarifying prohibited commercial practices and late payments
Law No. 66 introduces clarifications to the Moldovan national legislation on prohibited commercial practices. It may also serve as a roadmap for businesses and legal practitioners dealing with late performance of payment obligations under the contracts concluded between professionals or between professionals and public authorities. Whether it will revivify commercial relations, including those with foreign partners, and further stimulate the economy, remains to be seen.
By Denis Lefter, Attorney at Law, Schoenherr
