CAEN Code Rev. 3

6421

Activities of holding companies

EU NACE Equivalent: NACE Rev. 3 — 6421

This CAEN code covers the activities of holding companies that hold financial and strategic assets in subsidiaries, without providing operational management services. Essentially, the parent company controls the holdings but does not engage in the day-to-day administration of the owned companies. It is ideal for group structures that centralize investment and strategy decisions.

Entrepreneur Profile

Acest cod este destinat societăților comerciale care acționează ca holdinguri pure, adică firme care dețin participații în alte societăți și nu desfășoară activități comerciale proprii. Este potrivit pentru antreprenori care doresc să structureze un grup de firme, cu o entitate separată care controlează și coordonează investițiile.

Who should avoid:

Avoid the exclusive use of code 6421 if the main activity of your company shifts towards other commercial or related branches not specified in the official description. See the excluded activities section below.

Authorization procedure and Trade Registry aspects for CAEN 6421

Setting up a company with the main activity object CAEN 6421 requires completing the sole declaration (standard ONRC form) with the specification “activities of holding companies”. Registration is done with the Trade Register (ONRC), which verifies, according to Law 359/2004, the affidavit regarding the fulfillment of operating conditions. No prior approvals from other institutions are required, but certification of the association with the minimum legal share capital (1 RON for SRL, 25,000 EUR for SA) is necessary. When filling in the form, it is recommended to include secondary objects (e.g., management of own real estate, tax consultancy) for operational flexibility.

Subsequent mentions: changes in the control structure (sole shareholder, shareholding) must be declared to the ONRC within 30 days. Holdings may be listed in the Register of Beneficial Owners with periodically updated data.

Regulatory framework, specific approvals, and control institutions

The main applicable normative act is Law 31/1990 on companies, as amended. For holdings, there are no mandatory approvals from the Tax Authority (ANAF) or other economic authorities at incorporation. However, if the holding holds holdings in regulated entities (banks, insurance), prior authorization from the NBR or FSA is required. The control institutions are: the Trade Register (ONRC) (registry field), the Tax Authority (ANAF) (fiscal), and the Ministry of Finance (derogations, fiscal consolidation).

Reporting obligations: the finances of holdings are consolidated if they control a subsidiary, according to OMF 1802/2014. Annual financial statements must be submitted to the territorial ANAF units by June 30. It is recommended to analyze the consolidation thresholds to avoid penalties.

Tax management, ANAF audit risk, and specific accounting

From a tax perspective, holdings benefit from the exemption regime for dividends received from subsidiaries, according to Article 23(a) of the Fiscal Code, if they hold at least 10% of the capital for a period of 1 year. The corporate income tax due is calculated according to Declaration 100. The ANAF audit risk is high for inactive holdings (no operating income, only holding of equity interests). Checks focus on transfer pricing and the deductibility of administration expenses.

Specific accounting: the record of holdings is kept in account 261 “Financial fixed assets” (equity interests). Dividend income is recorded as financial income. It is recommended to segregate holding income from commercial income to avoid reclassification by ANAF inspectors. Companies that choose fiscal consolidation (Article 15^1 Fiscal Code) must submit Declaration 102 to ANAF by March 25. Monthly obligations: Declaration 300 (VAT) if the holding provides taxable services (e.g., administration, rent) to subsidiaries.


Included Activities

  • ✅ Holding of shares or equity interests in one or more companies
  • ✅ Management of the investment portfolio
  • ✅ Collection of dividends and other income from investments
  • ✅ Strategic coordination of the group (without operational management)

Excluded Activities

  • ❌ Operational management of subsidiaries (code 7022)
  • ❌ Management consultancy activities (code 7021)
  • ❌ Accounting and auditing activities (code 6920)
  • ❌ Financial service activities (codes 6419, 6499, etc.)

Întrebări Frecvente

What taxes and fiscal obligations does a holding company with CAEN code 6421 have?

The holding pays corporate income tax (16%) or micro-enterprise income tax (if it meets the conditions), and dividends received from subsidiaries are exempt from tax if it holds at least 10% of the subsidiary's share capital for at least one year. Additionally, the holding must file annual returns and comply with transfer pricing rules.

Can I register CAEN code 6421 as a main activity if my company also has other commercial activities?

Yes, but a pure holding should not conduct its own commercial activities. If the company also has other activities, it is more appropriate to register code 6421 as a secondary activity, with the main activity being the commercial one. To benefit from the holding tax regime, it is recommended that income from holdings be predominant.