3540

Authorization procedure and Trade Registry aspects for CAEN 3540

Registration with the Trade Register (ONRC) for CAEN class 3540 requires compliance with the provisions of Law 31/1990 and Law 359/2004 regarding operating authorization. When establishing an SRL or PFA, the main object of activity must be stated exactly according to the classification, without deviations. The affidavit under Law 359/2004 will mention that the company does not carry out activities subject to prior authorization. However, the activity of broker/intermediary on the energy market (electricity and natural gas) is strictly regulated by the National Regulatory Authority for Energy (ANRE). Therefore, obtaining the ANRE license is mandatory before starting actual operations. At ONRC, provisional registration may be requested, with the mention that specific authorization will be obtained later. Otherwise, there is a risk of the file being retained or a request for clarifications. The administrator/associate must have no criminal record related to financial-economic activities – checked through fiscal record and criminal record.

Regulatory framework, specific endorsements and control institutions

The main control body for CAEN 3540 is ANRE, which issues intermediation licenses for electricity and natural gas. The licensing procedure involves: submitting a file with the company's articles, proof of professional experience of staff, minimum share capital (usually RON 50,000 for electricity and RON 100,000 for gas – current amounts, but verifiable in the ANRE Order), financial guarantees or professional liability insurance policies. Without a license, any transaction is illegal, attracting contraventional and criminal sanctions (Law 123/2012). Also applicable are Law 13/2007 for electricity and Law 123/2012 for gas. Institutions involved include: ANRE (licensing and monitoring), the Tax Authority (ANAF) (fiscal control), the Ministry of Energy (policies), as well as the Financial Supervisory Authority – ASF, if the broker trades energy derivative financial instruments. The activity is carried out under GEO 92/2021 on the energy market – attention to periodic reporting obligations of trading data.

Fiscal management, ANAF audit risk and specific accounting

From a fiscal perspective, CAEN 3540 generates income from commissions – taxable to profit (profit tax of 16% or micro-enterprise income tax, as applicable). VAT applies under the standard regime (19%), with the possibility of applying reverse charge only for certified intra-Community transactions. ANAF will particularly monitor: correct declaration of commissions, transfer pricing (if intermediating with related parties), compliance with anti-fraud legislation (RO e-Factura, e-Transport, SAF-T). It is recommended to record intermediation income separately – without confusing it with income from direct trading (which would require another CAEN). The fiscal vector registered with ANAF must include code 3540 and, if applicable, code 3520 (energy production) or 3514 (energy trading), but strictly as secondary object. Monthly/quarterly reporting obligations: declarations 300, 394, 406, 311. Brokers exceeding the threshold of EUR 10,000 for cash transactions fall under Law 129/2019 on combating money laundering – this implies internal KYC procedures, reporting to ONPCSB and designation of a compliance officer. ANAF audit will verify the existence of mandate/intermediation contracts, commission invoices, correspondence with clearing houses. Documentation must be stored according to the Accounting Law (10 years). Omission of the ANRE license entails nullity of contracts and risk of fiscal re-registration – this is the most frequent source of litigation. In the long term, companies in CAEN 3540 must comply with statistical reporting obligations to ANRE (traded quantities, average prices) – non-compliance attracts fines of up to RON 50,000 according to energy law. Additionally, accounting must distinctly record financial guarantees constituted at ANRE – these are financial fixed assets or receivables, depending on nature.