6530

Authorization procedure and Trade Register aspects for CAEN 6530

Setting up a company that carries out activities of private pension funds (CAEN 6530) is not limited to standard registration with the Trade Register (ONRC). Under Law 31/1990, the application for registration with the Trade Register is submitted only after obtaining the operating authorization issued by the Financial Supervisory Authority (ASF). The articles of association must include the main object of activity exactly as per the Classification of Activities in the National Economy (CAEN REV. 2) and specify that the fund is managed by an authorized management company. The registration file must include proof of the minimum share capital according to ASF regulations (currently at least EUR 4,000,000 equivalent in lei), the bank account statement, and the ASF approval of the fund's name. The fiscal registration procedure with the Tax Authority (ANAF) (obtaining the Unique Registration Code and the fiscal vector) is done simultaneously, but the actual activity cannot begin until the fund is registered in the ASF Register and published in the Official Gazette.

Regulatory framework, specific approvals, and control institutions

CAEN 6530 is strictly regulated by Law 411/2004 on privately managed pension funds (Pillar II) and Law 204/2006 on occupational pensions (Pillar III). The competent authority is ASF – the Private Pension Systems Sector. Management companies (which actually operate CAEN 6530) must have minimum share capital and comply with solvency requirements, internal organization, and mandatory external audit. Any substantial change (change of manager, merger of funds) requires prior ASF approval and update with the Trade Register (ONRC). Permanent control is exercised by ASF, which verifies compliance with investment limits, calculation of net asset value, and fees. For intermediaries distributing private pension funds, separate authorization rules apply, but the main activity CAEN 6530 remains exclusively for funds and management companies.

Tax management, ANAF audit risk, and specific accounting

From a fiscal perspective, private pension funds are exempt from corporate income tax under the Fiscal Code, art. 15, paragraph (1) letter c) – income from contributions and investments is non-taxable at the fund level. Taxation occurs at the time of payment of pensions or withdrawals, treated as pension income (subject to progressive rates). However, the management company is liable for corporate income tax (16%) and VAT (19% for management services). Accounting must comply with International Financial Reporting Standards (IFRS) and ASF regulations on net asset valuation. ANAF may initiate tax inspections focused on the correct calculation of net asset value, application of the tax exemption, and compliance with reporting obligations (D100, D101, single declaration for managers). Strict separation of the fund's assets from those of the manager is essential, with separate bank accounts and separate accounting records, to avoid joint liability in case of an inspection.