5232

Authorization procedure and Trade Register aspects for NACE 5232

Setting up a company with the main object of activity NACE 5232 – "Activities of intermediation for the transport of passengers" requires going through the standard registration procedure at the National Trade Register Office (ONRC) via an online or physical application, according to Law 265/2022 and Government Emergency Ordinance 116/2009. When choosing the registered office, account must be taken of the mobile nature of the business, the possibility of remote work and the need for an administrative space for contracts.

For authorizing the operation, an affidavit under Law 359/2004 is mandatory, by which the administrator certifies compliance with the operating conditions (possession of space, minimum equipment). Although the intermediation activity does not involve the own operation of vehicles, it is additionally recommended to obtain a transport certificate for own account or for another activity if the company owns a fleet. If the intermediation concerns road transport, EC Regulation 1071/2009 applies, imposing conditions of good repute, financial capacity and an actual establishment.

Consequently, the constitutive act (LLC, SA, SNC, etc.) is submitted to the ONRC, the NACE code 5232 is mentioned as the main object, and from a fiscal coding perspective, the fiscal vector will include obligations regarding corporate income tax (or micro-enterprise income tax, if the threshold conditions are met).

Regulatory framework, specific permits and control institutions

The intermediation of passenger transport is regulated by Law no. 102/2014 on road transport in public transport regime, and economic operators who intermediate services must hold a transport license issued by the Romanian Road Authority (ARR) or the Ministry of Transport, if the intermediation involves transport contracts with third parties. For air or rail transport, permits are issued by the Romanian Civil Aeronautical Authority (AACR) or the Romanian Railway Authority (AFER).

If intermediation occurs through online platforms (tickets, travel agencies), the provisions of Government Emergency Ordinance 97/2024 on digital services and consumer protection also apply. The main control institutions are: ARR (for compliance with license conditions), ANAF (for taxation), and the Consumer Protection Authority (ANPC) in case of complaints.

There are no specific environmental permits, but it is recommended to implement a service contract with transport suppliers that includes civil liability clauses. For international road transport, a community license is also required under EC Regulation 1072/2009. At the same time, personal data protection rules (GDPR) must be respected when processing passenger data.

Tax management, ANAF audit risk and specific accounting

For NACE 5232, the corporate income tax base is determined based on income obtained from intermediation commissions, without including the value of tickets or transport fares invoiced by third parties. The VAT regime is standard (19% rate), if the volume exceeds the threshold of RON 88,500 in the previous year. If the threshold is exceeded, the RO e-Factura system applies for all issued invoices, and for transactions with final consumers, a fiscal receipt is recommended.

The Single Declaration (D112) is submitted for employees and collaborators, and for dividends, a rate of 8% (if the company is a micro-enterprise) or 10% dividend tax applies. There is a risk of ANAF audit in case of incorrect recording of commission income, especially in cash transactions or lack of supporting documents. The statute of limitations for tax matters is 5 years.

It is recommended to conclude intermediation contracts with clear settlement clauses, issue invoices for each service and maintain the purchase and sales register. From an accounting perspective, deductible expenses include: commissions to third parties, office rent, utilities, salaries, online marketing expenses and software licenses. To minimize the risk of fiscal reclassification, all transactions must be recorded chronologically and securely.