6120

Authorization procedure and Trade Register aspects for CAEN 6120

When establishing a company with the main object of activity CAEN code 6120, a sworn declaration according to Law 359/2004 must be submitted to the Trade Register (ONRC), by which the administrator certifies that there are no restrictions related to the registered office and that the activity does not require prior endorsements for registration. Although for the resale of telecommunications services no operating authorization from ANCOM (National Authority for Communications) is required, prior registration with the ONRC and obtaining the unique registration code is mandatory. For intermediation services (brokerage), the same rules apply, but it is necessary to verify whether the activity falls under Law 297/2004 on the capital market (in the case of telecommunications services intermediation, it generally does not apply). Upon registration, the constitutive act will specify: 'Activities of resale of telecommunications services and intermediation services for telecommunications'. No additional endorsements in the Trade Register are required after registration, apart from the annual update of financial statements and other changes (change of registered office, administrator, shareholders).

Regulatory framework, specific endorsements and control institutions

The main applicable normative act is Government Emergency Ordinance 111/2011 on electronic communications, which establishes the obligations of resellers and intermediaries. Although the reseller does not need to hold a license from ANCOM, it must notify ANCOM of the start of the activity (Art. 12 of Government Ordinance 34/2002 on access to telecommunications networks) within 30 days of registration. In the absence of this notification, control authorities (ANPC, ANCOM) may apply fines between 10,000 and 50,000 lei. For intermediation services, the general rules of brokerage activity from the Civil Code apply, and if digital platforms are used, the provisions of EU Regulation 2019/1150 (P2B) also apply. There is no obligation to obtain an endorsement from the Ministry of Finance, but the company must register as a personal data operator with the National Supervisory Authority for Personal Data Processing if it collects customer data.

Tax management, ANAF audit risk and specific accounting

For the resale of telecommunications services, the VAT taxable base is established according to Art. 286 of the Fiscal Code. The resale margin is taxable, and for intermediation the commission regime applies. If services are provided to final consumers, the standard VAT rate (19%) applies. For business-to-business (B2B) services, reverse charge may apply only if the conditions of Art. 331 of the Fiscal Code are met (telecommunications services provided by a non-VAT payer to a VAT payer). Tax obligations include monthly/quarterly VAT returns (D300, D301) and submission of the single return (D212) for micro-enterprise income tax or corporate income tax return (D101). The fiscal vector must be updated with the Tax Authority (ANAF) within 30 days of registration. Accounting must clearly separate revenues from resale from those from intermediation, to avoid the risk of fiscal reclassification during a potential ANAF audit. Expenses for the purchase of telecommunications services (from operators such as Orange, Vodafone, Telekom) are recorded in account 607, and revenues from resale in account 707. For intermediation, revenues are recorded in account 704. It is recommended to keep contracts with suppliers and customers for at least 5 years, as well as issued and received invoices, to justify the applied margin. If the reseller purchases services from a non-resident operator, the rules for VAT on import of services apply (Art. 307(1)(a) of the Fiscal Code). The company must also submit the informative declaration D394 on deliveries/services.

To avoid the risk of an ANAF audit, documentation of transfer pricing is strictly necessary if transactions with related parties exceed the equivalent of 50,000 euros. Also, the use of the RO e-Factura system is mandatory for B2B relations as of January 1, 2024, and for B2G relations e-Factura has been mandatory since July 1, 2022. Otherwise, fines from 500 to 5,000 lei apply.

From a financial perspective, the profit margin in the resale of telecommunications services is thin (5-15%), and intermediation brings commissions of 10-30%. The recommendation is to set up provisions for the risk of customer non-payment, based on Order 1802/2014. For companies intending to provide telecommunications services through their own network, it is recommended to re-evaluate the CAEN code, as the activity of providing a public communications network requires authorization from ANCOM and classification under CAEN codes 6110, 6120, 6130 or 6190.