4641

Authorization procedure and Trade Register aspects for CAEN 4641

Setting up a company that will carry out the activity of wholesale trade of textile products (CAEN 4641) involves going through the standard registration stages at the National Trade Register Office (ONRC). The application for registration, the constitutive act (partnership agreement or articles of association for an LLC), proof of registered office (loan agreement, lease or ownership deed) and the affidavit according to Law 359/2004 on fulfilling the operating conditions are submitted. No specific prior approvals are required for this CAEN class at the time of incorporation, but the administrator must declare the main object of activity as code 4641. After authorization, the actual registration and assignment of the unique registration code (CUI) is requested, and subsequently, the fiscal registration is carried out at the Tax Authority (ANAF) to obtain the fiscal registration certificate. It is imperative for the company to submit the statement of mentions regarding the fiscal vector to ANAF, specifying the VAT regime (reverse charge or normal, as the case may be) and the type of returns (monthly or quarterly).

Regulatory framework, specific permits and control institutions

Wholesale trade activities of textile products are regulated by Government Emergency Ordinance no. 99/2000 on the conduct of marketing activities, in conjunction with Law no. 296/2004 on the Consumer Code. No sanitary or environmental permits are required for the storage and marketing of textiles, except in cases where products with special chemical treatments (e.g., flame retardant) are handled. Relevant control institutions include the National Authority for Consumer Protection (ANPC), which checks correct labelling, fibre composition, care instructions and marking according to Regulation (EU) no. 1007/2011. Also, the Territorial Labour Inspectorate (ITM) may control working conditions in warehouses. For imports/exports, the Community customs regime and standard customs formalities apply, without special licences.

Tax management, ANAF audit risk and specific accounting

From a fiscal point of view, wholesale trade of textile products involves standard obligations: corporate income tax (16% or 1% for micro-enterprises, if conditions are met), VAT (standard rate 19% for domestic sales; reverse charge for imports or intra-Community acquisitions from suppliers not registered in RO). Accounting must reflect distinctly the costs of acquisition, transport, storage and trade margin. The use of inventory valuation based on FIFO or weighted average cost is recommended. Electronic invoicing through the RO e-Factura system is mandatory for B2B relationships (according to GEO 120/2021). A major risk of ANAF audit arises in the case of cash transactions exceeding the legal threshold (5,000 lei/day/person) or VAT circuits involving phantom companies. ANAF may check the reality of stocks, transport documents and the correspondence between incoming/outgoing invoices. For intra-Community trade, submission of the recapitulative statement (D390) and the VIES declaration is mandatory monthly. The administrator must keep all invoices, contracts and accompanying waybills for at least 5 years, according to the Fiscal Procedure Code. Any error in VAT declaration may attract substantial penalties and reclassifications.