6630

Procedure of authorization and Company Register aspects for NACE 6630

Setting up a company with the main activity of NACE 6630 requires going through the standard steps at the Trade Register (ONRC), plus additional checks regarding professional capacity. When submitting the registration application, the associates submit an affidavit according to Law 359/2004 stating that they meet the legal conditions for exercising the activity. For NACE 6630, the specific law (OUG 32/2012) requires that administrators and significant shareholders have good repute – a criminal record and a tax record are requested. ONRC forwards the file to the Financial Supervisory Authority (ASF) for prior opinion. Without the ASF opinion, the Trade Register cannot finalize the registration. The average processing time is 10-15 working days, and the fees include the registration fee (approx. 200 RON) plus additional fees for the ASF analysis.

Regulatory framework, specific opinions and control institutions

Fund management activity is strictly regulated by OUG 32/2012 on collective investment undertakings, correlated with ASF Regulation no. 9/2014. Any company carrying out NACE 6630 must obtain an operating authorization from the ASF, based on a complex file that includes: activity program, organizational structure, qualified human resources (minimum 2 persons with experience in the field), minimum share capital of EUR 125,000 (equivalent in RON) and internal procedures for risk management. Permanent control is exercised by the ASF, which may carry out unannounced inspections. Also, the National Bank of Romania (BNR) has prudential supervisory attributions if the managed funds involve derivative financial instruments. The company must report quarterly to the ASF financial statements and liquidity indicators.

Tax management, audit risk from ANAF and specific accounting

From a fiscal point of view, NACE 6630 is subject to standard profit tax (16%), but income from management fees is considered service provision and is invoiced with 19% VAT (if the exemption for financial services does not apply). The company must verify the classification as an exempt financial service under Article 294 of the Fiscal Code – generally, the management of common funds is exempt from VAT, but ancillary activities (consultancy, analysis) may be taxable. Accounting is kept in accordance with the accounting regulations approved by OMFP 1802/2014, with particularities regarding the recognition of fees at the time of provision. ANAF may initiate a fiscal audit based on specific risk: transactions with managed funds must be at arm's length, otherwise transfer pricing adjustments apply. Also, the submission of the single declaration to ANAF is required for administrators who receive variable remuneration (profit-sharing). We recommend that employees performing management activities be declared as authorized natural persons or have management contracts, with withholding of income tax and related social contributions. In case of non-compliance with reporting obligations to ASF or ANAF, sanctions can reach RON 100,000 and suspension of authorization.