6612

Authorization procedure and Trade Register aspects for CAEN 6612

Companies wishing to register with the Trade Register (ONRC) with the main activity CAEN 6612 must comply with the provisions of Government Emergency Ordinance no. 99/2006 on credit institutions and capital adequacy. Prior authorization by the National Bank of Romania (BNR) is a mandatory condition, and the applicant must submit to the ONRC the authorization decision and the constitutive act approved by the BNR. For the registered office, a sale-purchase or loan agreement is required, and for secondary offices, a declaration on own responsibility according to Law 359/2004 is submitted, specifying that the space is intended for financial intermediation activities. The administrator and shareholders must present a fiscal record and criminal record, and the incorporation funds are deposited in an escrow account with a bank in Romania, with proof issued by the bank. The processing time for the application at the ORC is a maximum of 5 working days after fulfilling all conditions, and the registration fee is calculated according to Law 26/1990, republished, and ONRC Order no. 881/2020.

Regulatory framework, specific approvals and control institutions

The main legal framework is GEO no. 99/2006, with subsequent amendments, transposing European directives on capital requirements and prudential supervision. Financial transaction intermediation activities (CAEN 6612) are subject to regulation by the BNR and the Financial Supervisory Authority (ASF), depending on the nature of the financial instruments intermediated. Companies must obtain BNR approval for incorporation and subsequently register with the ASF for transaction reporting. BNR Regulation no. 5/2013 on prudential reporting requirements imposes monthly submission of financial statements and capital indicators. Control institutions include: the National Bank of Romania (prudential supervision), the Financial Supervisory Authority (capital market control), the BNR Directorate of Supervision and Control, and for anti-money laundering, Law no. 129/2019 applies, with reporting to the National Office for Prevention and Combating Money Laundering (O.N.P.C.S.B.). Failure to comply with the prior authorization obligation entails contraventional sanctions from 10,000 to 50,000 lei, according to art. 143 of GEO 99/2006, and in case of unauthorized activity, ex officio deregistration from the ORC is requested.

Tax management, ANAF audit risk and specific accounting

For CAEN 6612, the fiscal vector is submitted to the Tax Authority (ANAF) within 30 days of registration, ticking the obligations regarding corporate income tax (16%) or micro-enterprise income tax (1% to 3%, depending on the 500,000 euro threshold). The VAT on collection system applies if turnover is below 500,000 euro, but for financial intermediation, one may opt for VAT exemption according to art. 292 para. (2) letter a) of the Fiscal Code, subject to prior notification of ANAF. Intermediation operations are recorded separately in accounting using account 704 'Income from services' or account 708 'Income from financial intermediation activities'. Interest and commission expenses are deductible with limitations, according to thin capitalization rules (art. 23 of the Fiscal Code), and for cross-border transactions, transfer pricing applies. The risk of an ANAF audit is high due to the financial nature of the operations: ANAF checks the reality of transactions, compliance documentation, prudential reports to the BNR, and correlation with tax returns (D100, D300, D390). Implementing a continuous fiscal compliance system and keeping supporting documents for 10 years, according to the Accounting Law no. 82/1991, is recommended. Any discrepancy between data reported to the BNR and those declared to ANAF triggers tax inspections. Also, for intermediation activities carried out through electronic platforms, the obligations of the RO e-Factura and e-Transport systems apply in the case of cross-border movement of securities.