4612

Authorisation procedure and Trade Register aspects for CAEN 4612

Setting up a company that will carry out intermediation activities in the trade of fuels, ores, metals and industrial chemicals (CAEN 4612) requires going through the standard formalities at the Trade Register (ONRC), with specific mentions regarding the field of activity. When filing the registration application, the associates or administrators must specify the main activity object as CAEN code 4612, and if actual commercial operations (not only intermediation) are also intended, it is recommended to also register the corresponding CAEN codes for physical transactions (e.g., 4671 for wholesale trade of solid, liquid and gaseous fuels). For registration, it is necessary to submit an affidavit under Law 359/2004, by which the administrator confirms that the company meets the specific operating conditions for the activity. Although intermediation does not involve holding stocks or storage spaces, the registered office must be real and allow for the conduct of administrative activities – a virtual office is also accepted, provided it is registered with the Trade Register and there is a valid loan-for-use or lease contract. In case of subsequent modification of the activity objects (adding related CAEN codes), an amendment form is filed with the Trade Register, with payment of the applicable fees.

Regulatory framework, specific permits and control institutions

Intermediation in the trade of the products mentioned under CAEN 4612 does not fall under mandatory prior permits at establishment, but is subject to the general regime of freedom to provide services, in compliance with civil and commercial legislation. However, if the intermediated products are subject to special regimes (e.g., energy products, precious metals, hazardous chemicals), the broker must ensure that the contracting parties hold the legal authorisations (environmental permits, ISCIR permits, ANPC permits, etc.), and the intermediation does not substitute the compliance obligations of the seller or buyer. The control institutions are: firstly, the Tax Authority (ANAF) – for verifying compliance with the tax regime of intermediated operations (reverse charge, VAT on collection, recapitulative statements); secondly, the Competition Council – if the intermediation affects competition on the relevant market; and lastly, the Consumer Protection Authority (ANPC) – when services are provided to consumers (although contracts are usually B2B). There is no obligation of prior authorisation from a sectoral regulatory authority for mere intermediation, except when intermediating dual-use products (e.g., chemicals that can be used for manufacturing weapons), in which case the export control regime applies and licenses from the Ministry of Economy are required.

Tax management, ANAF audit risk and specific accounting

For tax purposes, intermediation operations carried out under CAEN 4612 are classified as service provisions. Income from commissions is subject to corporate income tax (16% for corporate income tax payers) or micro-enterprise income tax (1% or 3%, as applicable). VAT applies according to general rules: the place of supply of intermediation services is the place where the client (principal) has its establishment – if the client is in Romania, Romanian VAT applies; if the client is in another EU state, reverse charge applies; if the client is outside the EU, the service is exempt with right of deduction. It is essential to issue invoices with CAEN code 4612 and a description of the services provided, and for each intermediated transaction, supporting documents should be kept (intermediation contracts, goods accompanying documents, receipts, etc.). ANAF has intensified controls in the field of fuel and metal transactions, targeting in particular the risk of tax evasion through the use of carousel VAT schemes or fictitious invoices. To avoid tax reclassification of operations (e.g., considering the intermediary as a purchaser in its own name), contracts must clearly define the role of commission agent or broker, and cash received/paid must be transparently reflected in accounting. Specific accounting involves distinct recording of income from intermediation services (account 704) and related expenses (commissions paid to other intermediaries, travel, telecommunications). The company must register in the RO e-Factura system if it issues invoices in B2B relations, and in the case of intra-Community acquisitions of services, a recapitulative statement (D394) must be filed. Periodic internal audit is recommended to verify compliance with VAT rules and transfer pricing, especially if intermediation is carried out between related parties. Upon cessation of activity, a deregistration declaration is filed with the Trade Register, along with fiscal liquidation at ANAF.