5829

Authorization procedure and Trade Registry aspects for CAEN 5829

Registration with the National Trade Register Office (ONRC) for CAEN code 5829 involves submitting a registration application or a sworn declaration in accordance with Law 359/2004. The main object of activity specified in the constitutive act must be 'Editing of other software products'. The minimum share capital for an SRL is 1 leu, according to GEO 52/2022, but adequate capitalization is recommended to cover initial development costs. The usual processing time at ONRC is 1-5 business days, depending on complexity. No specific prior operating authorizations are required for the software field, except where the activity involves the processing of personal data, in which case the GDPR Regulation (679/2016) applies, as well as notification to the National Supervisory Authority for Personal Data Processing (ANSPDCP).

Regulatory framework, specific endorsements, and control institutions

The main applicable regulations include Law no. 8/1996 on copyright, as updated by GEO 25/2020, and Law no. 365/2002 on electronic commerce. For software products marketed online, compliance with tax labeling requirements and inclusion in the RO e-Factura system for invoices issued in B2B relationships is mandatory. The relevant control institutions are the Tax Authority (ANAF) for verifying transactions and compliance with transfer pricing rules in the case of intra-group transactions. If the software product is distributed in the form of a license, contracts must comply with the provisions of the Civil Code (Articles 1266-1270) regarding the transfer of intellectual property rights. No standard health, environmental, or fire safety endorsements are required, but for medical software (Class II), Regulation MDR 2017/745 applies.

Tax management, ANAF audit risk, and specific accounting

CAEN code 5829 falls under CAEN Rev. 2 and is not exempt from VAT application if turnover exceeds the threshold of 300,000 lei (small enterprise exemption threshold according to Article 310 of the Fiscal Code). Income from the sale of licenses can be recognized in accounting according to IFRS or OMFP 1802/2014: for perpetual licenses, account 205 (concessions, patents, licenses) is used, and for deferred income, account 472. Capitalized development costs are amortized over the estimated life cycle of the product (3-5 years). The risk of ANAF audit focuses on undercapitalization (Article 43 of the Fiscal Code) and the deductibility of research and development expenses (tax exemption according to Article 20 of Law 227/2015, if requested). For micro-enterprises (Law 170/2016), income from software activities may be taxed at 1% or 3%, depending on the number of employees and compliance with the threshold of 500,000 euros. It is recommended to prepare the single declaration (D212) for authorized natural persons, and for SRLs, the annual balance sheet is submitted to ONRC via the e-Cont reporting system.