7740

Authorization procedure and Trade Register aspects for CAEN 7740

For the effective registration with the National Trade Register Office (ONRC) of a company whose main activity is CAEN code 7740 (Leasing of intangible assets), it is required to submit the standardized application, the constitutive act, proof of name availability, and the declaration on own responsibility according to Law 359/2004 regarding the fulfillment of legal operating conditions. The company must indicate as its main activity "Leasing of intangible assets (except works subject to copyright)" – CAEN class 7740 does not require special operating authorizations from the ONRC, but for related activities (e.g., financial real estate leasing) additional approvals may be necessary. Upon registration, the fiscal vector must be completed with the request for fiscal registration, and for the effective start of the activity, the declaration of inactivity/activity must be submitted to the Tax Authority (ANAF). It is recommended to carefully analyze the secondary activity objects, given that leasing of intangible assets involves intellectual property rights, patents, trademarks, know-how; therefore, leasing contracts must comply with the provisions of the Civil Code and Law 99/1999 (financial leasing) if the leasing includes a financial component. There are no special ONRC formalities for the pure activity of intangible leasing, but the correct registration of the minimum share capital is required (if opting for an SRL, minimum 1 leu, but a value reflecting the nature of the assets is recommended).

Regulatory framework, specific approvals and control institutions

CAEN code 7740 falls under operational and financial leasing activities on intangible assets. It is not subject to authorization by the National Bank of Romania (BNR) in the case of operational leasing, but if financing with a credit nature is granted, it may be classified as a lending activity, falling under Government Ordinance 99/2006 on non-banking financial institutions. For financial leasing of intangible assets, it is recommended to verify the need for registration with the General Register of the BNR. Required approvals: no environmental, sanitary or ISU approvals are needed for this class. The relevant control institutions are ANAF (for verifying transactions with related parties and transfer pricing), Trade Register (for compliance with reporting obligations) and Ministry of Finance (through the Fiscal Legislation Directorate). Specific normative acts: Law 227/2015 (Fiscal Code), Law 99/1999 (leasing), Law 287/2009 (Civil Code) – the lease of intangibles is assimilated to the rental of goods, but with particularities related to the assignment of rights. For cross-border operations, Government Ordinance 25/2014 on VAT (place of supply of services) applies. No urbanism certificate or building permit is required. It is recommended to consult Order MF 175/2023 on RO e-Factura, if invoicing is made to legal entities.

Tax management, ANAF audit risk and specific accounting

Profit tax: Income from royalties/leasing of intangibles is taxed at 16%, and expenses with the amortization of the leased asset are deductible if they are made under a financial leasing contract concluded according to Law 99/1999. In the case of operational leasing, rents are recorded as service income. VAT: Leasing of intangibles is considered a service; the place of supply for B2B is at the beneficiary's seat (reverse charge if the beneficiary is a taxable person in Romania). Standard rate of 19% applies for individuals. Mandatory returns: single declaration (D112) for social contributions, D300 VAT return, D101 annual profit tax return. ANAF audit risk: focus on transfer pricing (if leasing is with related parties), correct classification of the contract (operational vs. financial) and the accounting recognition of intangible assets. Specific accounting: recording of intangible assets in accounts 205 (concessions, patents) for own assets, or account 8039 (leased assets) if the company is the lessor. Withholding tax on non-resident income: 16% withholding tax on royalties paid to non-residents, with possible exemptions under double tax treaties. RO e-Factura: mandatory if invoicing to legal entities in Romania. Recommendation: prepare a transfer pricing file and analyze the economic substance of contracts.