6611

Authorization procedure and Trade Register aspects for CAEN 6611

CAEN code 6611 – 'Financial market administration' is a niche code, subject to a strict authorization regime before registration with the Trade Register (ONRC). According to Law no. 126/2018 on capital markets, any entity wishing to administer financial markets (stock exchanges, regulated markets, trading systems) must obtain prior authorization from the Financial Supervisory Authority (ASF).

When registering with the ONRC, the standard application, the constitutive act (SA, SRL, or European company), proof of registered office, and, mandatorily, the ASF authorization or proof of its request must be submitted. Without this document, the registrar will not accept the registration. After registration, data regarding shareholders, administrators, and share capital are entered into the Trade Register and must comply with the legal minimum for ASF-regulated companies (usually higher than for simple SRLs).

Subsequent changes to the registered office, name, or secondary activity objects (if unrelated to market administration) are registered based on a sworn declaration under Law 359/2004, but any change to essential elements related to the regulated activity requires ASF approval and proof to the ONRC.

Regulatory framework, specific endorsements, and control institutions

The main control institution is the ASF, which oversees compliance with the primary legislation (Law no. 126/2018, ASF Regulation no. 2/2020, etc.). The activities include managing the regulated markets operated by the company, in accordance with the MiFID II directives transposed into domestic legislation.

There are no environmental or other ministerial endorsements required for this code, only the ASF authorization. The entity must have an approved trading system and comply with minimum capital, corporate governance, and market abuse monitoring requirements. Periodic ASF inspections focus on the integrity of operations, segregation of client assets, and transaction reporting.

From a commercial perspective, contracts with market participants (intermediaries) are governed by the Civil Code and market regulations. Any disputes are resolved at the court of the market's registered office, but the ASF can impose direct administrative sanctions.

Tax management, ANAF audit risk, and specific accounting

From a Fiscal Code perspective, the activity of financial market administration is subject to corporate income tax at 16% (or micro-enterprise tax if conditions are met, although the high minimum share capital rarely makes this regime applicable). Revenues come from trading commissions, listing fees, and subscriptions. These are recorded in accounting under OMFP 1802/2014, with specific accounts in class 7.

A tax particularity: services provided to non-residents may be exempt from VAT under Article 294 of the Fiscal Code (financial services). Invoicing through the RO e-Factura system is mandatory after January 1, 2024, regardless of the beneficiary.

The risk of ANAF audit is high due to financial volumes and transaction complexity. Inspections focus on the correctness of tax declarations, especially VAT and corporate income tax, as well as transfer pricing documentation for transactions with related parties (if the company is part of a group).

Reporting obligations include declaration 300 (VAT return), declaration 101 (corporate income tax), as well as special reports to the ASF (quarterly financial and operational reports). Upon incorporation, the unique declaration is filed with the ONRC, and a tax vector is requested from ANAF (declaration 010) for VAT registration (if the threshold is exceeded or optionally). Failure to obtain the prior authorization results in the nullity of registration and administrative fines from 10,000 lei to 50,000 lei under Law 126/2018.