2351

Authorization procedure and Trade Register aspects for CAEN 2351

For setting up a company whose main activity is Manufacture of cement (CAEN 2351), the authorization procedure at the Trade Register (ONRC) involves submitting a file that complies with the provisions of Law no. 359/2004 on the authorization of operation of legal entities. The declaration on own responsibility administered by ONRC must certify compliance with the operating conditions according to the specific regulations in force at the date of registration.

In practice, authorities may request additional documents, such as environmental permits or fire safety authorizations, given the major impact of cement production on the environment and safety. Although the registration legislation does not require prior approval from the Environmental Guard or the Labour Inspectorate, as of 2024, new registrations must include in the declaration on own responsibility the assumption of subsequent obtaining of the necessary approvals. We recommend obtaining in advance the environmental permit and the ISU authorization for the operation of installations.

When submitting the file, the application for registration of mentions will be completed, and for the Tax Authority (ANAF) to assign the VAT code without delays, the tax registration declaration (Form 070) must also be submitted. CAEN code 2351 is eligible for the application of the VAT on collection margin scheme, but most cement producers register as payers of VAT on collection only after assessing their cash-flow.

A key element for the Trade Register is the correct establishment of the main object of activity – it will be “Manufacture of cement”, and secondary objects may include “Wholesale of construction materials” or “Road freight transport”. Mentions regarding the registered office, share capital and administrators must be perfectly aligned with the requirements of ONRC.

Registration costs at ONRC include the judicial stamp duty (approx. 200 lei) and, if submitted through the portal, additional shipping costs. The registration duration is 2-5 working days, but the risk of rejection increases if the declaration on own responsibility is not correctly completed. We recommend consulting a lawyer specialized in commercial law for checking the constitutive documents and the declaration.

Regulatory framework, specific approvals and control institutions

Cement manufacturing is subject to strict environmental and industrial safety regulations. The main normative act is Law no. 278/2013 on industrial emissions, transposing EU Directive 75/2010. Economic operators must obtain an integrated environmental permit from the Environmental Protection Agency (APM) or the Environmental Guard, depending on the capacity of the installation. Also, Law no. 319/2006 on occupational safety and health applies, and the company must have a fire safety file approved by ISU.

The institutions that control the activity are: National Environmental Guard, Territorial Labour Inspectorate, ISU and Tax Authority (ANAF). In the case of cement production, compliance with technical standards on cement quality (SR EN 197-1) is also required, and the product must be accompanied by a declaration of conformity and CE marking.

From the point of view of approvals, before starting production, the following are necessary: environmental permit (or environmental agreement), fire safety authorization and operating authorization issued by the town hall. If the company also carries out transport, it will need a transport license and professional competence certificates. Lack of approvals attracts contraventional sanctions and even suspension of activity.

We recommend permanent monitoring of environmental legislation and amendments brought by emergency ordinances. For example, GEO 195/2005 on environmental protection establishes fines of up to 100,000 lei for operating without authorization. Also, for large installations, the CO2 emissions tax (ETS) applies, which must be budgeted annually.

In relation to ONRC, it is mandatory to update contact data and registered office within 15 days of any change. Non-compliance attracts fines from 500 to 1,500 lei, according to Law no. 26/1990 on the trade register.

Tax management, ANAF audit risk and specific accounting

From a fiscal perspective, cement production falls under the Fiscal Code (Law no. 227/2015), with a standard VAT rate of 19% for sales. The tax base includes the total value of supplies, and for exports, 0% VAT may be applied provided that customs documents are held. It is mandatory to issue invoices through the RO e-Factura system for all B2B operations, as of 1 January 2024, with penalties of 5% of the invoice value for non-compliance.

Specific accounting involves recording inventories of raw materials (limestone, clay, gypsum) and finished products (cement). It is recommended to apply the standard cost method for inventory valuation. Provisions must be set up for dismantling installations and environmental remediation, according to IAS 37. In the case of using alternative fuels (waste), the waste regime applies and it is recorded in environmental accounting.

The risk of ANAF audit is high, as cement manufacturing involves large volumes of purchases and sales, with potential for VAT adjustment. ANAF may conduct tax inspections on corporate income tax, VAT and social contributions. The transfer pricing file (for transactions with related parties) must be prepared annually, according to ANAF Order no. 66/2023. Failure to prepare it incurs fines of up to 50,000 lei.

To minimize tax risk, it is recommended:

• Periodic verification of the correct classification of product codes for exports
• Documenting energy and raw material costs
• Timely submission of tax returns (D100, D300, D390, D406)
• Compliance with VAT on collection rules, if applicable

As of 2023, reporting in the SAF-T system (D406) is required for large taxpayers, and cement producers are typically classified as large taxpayers. Non-compliance with submission deadlines attracts fines from 5,000 to 10,000 lei. The fiscal vector must be updated at ANAF within 30 days of changing the object of activity or due taxes.

In conclusion, the tax management of a cement manufacturer requires rigorous accounting, collaboration with specialized consultants and constant monitoring of legislation. Association with a lawyer specialized in ONRC and a senior tax consultant is essential to avoid penalties and optimize costs.