3011

Authorization procedure and Trade Register aspects for CAEN 3011

For registration with the Trade Register (ONRC) of the activity of construction of civil ships and floating structures (CAEN 3011), specific documents attesting technical and professional capacity are required. According to Law 359/2004, a sworn declaration is submitted whereby the associate/administrator confirms compliance with legal conditions. However, given the complexity of the field, authorities may additionally request:

• Authorization from the Romanian Naval Authority (ANR) for ship design and execution.
• Technical certificate issued by the Ministry of Transport or a classification society (e.g., Bureau Veritas, DNV-GL).
• Proof of possession of adequate space (shipyard, dry dock, launch platform) – either through ownership, lease, or concession contract.
• For companies with foreign capital, translated and legalized documents (according to Government Emergency Ordinance 26/2023).

The main activity object must be Construction of civil ships and floating structures (3011). It is recommended to include related secondary activity objects: ship repair (3315), naval design (7112), marine engineering. Upon submitting the application, registration fees are paid (fixed tariff set by ONRC) and, after registration, the VAT code is requested from the Tax Authority (ANAF), together with completion of the fiscal vector.

Regulatory framework, specific approvals, and control institutions

Construction of civil ships is strictly regulated by international standards (IMO, SOLAS, MARPOL) transposed into Romanian legislation. Main normative acts:

• Government Ordinance no. 42/1997 on naval transport, as subsequently amended.
• Order of the Minister of Transport no. 1,300/2014 on classification, construction, and repair of ships.
• Law no. 343/2006 on environmental protection in the coastal zone.

Control institutions: Romanian Naval Authority (ANR) – approves projects, inspects the construction process, and issues class certificates; Coast Guard – checks port security measures; Territorial Labor Inspectorate (ITM) – oversees workplace safety in shipyards; ANAF – periodic fiscal audit. For exports, additional certification from recognized classification societies is required. Relations with subcontractors (e.g., forging, welding) must be formalized through contracts complying with the Civil Code and Labor Code, with clear obligations to comply with technical standards.

Fiscal management, ANAF audit risk, and specific accounting

From a fiscal perspective, shipbuilding activity is subject to the provisions of the Fiscal Code (Law 227/2015). The following points are essential:

• VAT registration: mandatory if turnover exceeds the exemption threshold (300,000 lei in 2025). The standard rate of 19% applies to construction works and ship sales. Exports are exempt from VAT with the right of deduction (Art. 294 of the Fiscal Code).
• Corporate income tax: the rate of 16% applies (or 1% on revenue for micro-enterprises if conditions are met). Companies with turnover exceeding EUR 500,000 are mandatory corporate income taxpayers.
• CAS, CASS, income tax for employees according to current norms. Work in shipyards entails supplements for difficult working conditions (foreseen in the collective agreement).

Specific accounting requires separate tracking by project/ship lot, applying IAS 11 (construction contracts). The percentage-of-completion method is recommended for revenue recognition. Costs include materials, labor, subcontracting, warranty expenses. Work-in-progress inventories are valued at production cost. Major risks for ANAF audit:

• Fiscal treatment of advances received from clients – invoices are issued with VAT upon collection (if not registered as a VAT payer upon collection).
• Deduction of expenses with non-transparent subcontractors (case of undeclared work).
• Correctness of declarations 112 for employees seconded to maritime platforms.
• Documentation of transfer prices for transactions with affiliated foreign companies – preparation of the transfer pricing file is required if it exceeds the legal threshold.

Ship sale contracts must comply with specific incoterms (e.g., FOB, CIF) and include standard warranty clauses (12 months for defects). Invoicing is done according to RO e-Factura (mandatory from 2025 for all B2B operations). Failure to comply with the reporting obligation through the e-Factura system attracts fines of up to 5% of the invoice value. It is recommended to consult a certified public accountant with experience in the naval industry for fiscal optimization and compliance.