2332

Authorization procedure and Trade Register issues for CAEN 2332

Establishing a company that will carry out the activity of manufacturing bricks, tiles and other construction products from baked clay (CAEN 2332) involves going through the standard registration stages with the National Trade Register Office (ONRC), with the mention that, depending on the specifics of production, prior approvals may be required. According to Law no. 359/2004, for activities involving clay processing and firing, no special authorization procedure is required at ONRC, but a declaration on one's own responsibility must be submitted through which the administrator attests to the fulfillment of the operating conditions. Standard documents include: the constitutive act, the company contract (if applicable), proof of registered office (lease agreement, loan for use or property deed), and the fiscal registration certificate. We recommend specifying the main activity object exactly as in CAEN 2332 classification, without including related activities that would require additional authorizations (e.g., clay extraction – CAEN 0812). From ONRC's perspective, there are no restrictions regarding the legal form (LLC, SA, etc.), but a preference for LLCs is observed due to limited liability.

An important procedural aspect: if the production unit (brickyard) is located outside the built-up area, a town planning certificate or an opportunity notice will be requested from the municipality, attesting that the land is intended for industrial constructions. Also, for registration with the Trade Register, the registered office may be identical to the place of business, but it is recommended to separate them for fiscal reasons (building tax). All forms (registration application, registration sheet, signature specimen) are submitted in electronic format, electronically signed, through the ONRC online system. Registration fees are standard (approx. 200-400 RON), and the legal processing term is 3-5 working days, but can be reduced to 1 day under urgent procedure.

Regulatory framework, specific approvals and control institutions

The activity of manufacturing ceramic products for construction is subject to strict technical and environmental regulations. According to GEO no. 195/2005 on environmental protection, economic operators carrying out activities with significant environmental impact (category: production of construction materials) must obtain the environmental permit from the Environmental Protection Agency (APM). The process involves drawing up an environmental impact assessment study (EIA) and a technical memorandum, which will be analyzed by the APM commission. The relevant control institutions are: the National Environmental Guard (inspects emissions, waste and noise), the Territorial Labor Inspectorate (ITM – verifies labor safety in production halls and firing kilns), and the Public Health Directorate (DSP – monitors dust and pollutant levels).

For the operation of firing kilns, the fire safety authorization issued by the Inspectorate for Emergency Situations (ISU) is mandatory, as the firing temperature exceeds 900°C and there is a risk of explosion. Also, the storage of clay and finished products must comply with forestry and urban planning norms (obtaining the town planning certificate for industrial constructions). From a technical standards point of view, finished products (bricks, tiles) must bear CE marking according to Regulation (EU) no. 305/2011 on construction products, which implies periodic testing in authorized laboratories. Lack of this marking entails severe sanctions and a ban on commercialization. We recommend appointing a technical officer with quality control responsibilities.

Fiscal management, ANAF audit risk and specific accounting

From a fiscal point of view, companies with CAEN 2332 activity are subject to corporate income tax (16%) or microenterprise income tax (1% or 3%, depending on the number of employees). VAT applies at the standard rate of 19% (no special exemptions). A specific element is the tax base: for bricks and tiles, it is considered a supply of goods, and the chargeable event is the date of invoice issuance or the date of delivery, according to the Fiscal Code. ANAF may initiate a tax audit based on risk indicators: large differences between declared and actual stocks, use of raw materials without invoices (purchases of clay from unregistered individuals), or undeclared production. To reduce risk, it is recommended to implement an inventory management system (ERP software) that separately tracks raw materials, work-in-progress and finished products.

Accounting must comply with OMFP no. 1802/2014, with the recording of production costs (raw materials, labor, energy, depreciation of kilns). An aggressive fiscal aspect concerns depreciation: kilns and firing equipment fall into group 2 (useful lives of 4-10 years), but accelerated depreciation can be requested if moral wear and tear is justified. Also, tax incentives for investments in emission reduction equipment may be available, according to GEO no. 19/2022. Operators must register in the RO e-Factura system for all B2B deliveries, starting from 2024, under penalty of fines. Last but not least, it is recommended to draw up the single declaration on income assimilated to salaries (if dividends are paid) and update the fiscal vector at ONRC upon changing the secondary activity object.