Permits required prior to company formation

The following article enumerates the types of Romanian companies which require prior permits in order to be incorporated. Please note that there are also other types of commercial activities which require obtaining permits from the authorities subsequent to their formation.

BANKING ACTIVITIES
Credit Institutions, Romanian legal entities, can be constituted and are able to function only on the basis of an authorization emitted by the Romanian National Bank.
The Romanian National Bank grants the authorization to a credit institution in Romania only if making sure that the respective credit institution is able to insure on-going activity in conditions of safety and respecting the requirements of a prudent and business-healthy administration to insure the protection of the clients and creditors and the well-maintenance of the banking system per the Law’s stipulations.

Note: The Romanian National Bank notifies to the European Commission any granted authorization, with the exception of those granted to the institutions emitting electronic currency, for the name of the credit institution to be included in the list of credit institutions made and updated by the European Commission, which is published in the Official Journal of the European Union.

The authorization granted is valid for an undetermined period and cannot be transferred to another entity.

INSURANCE AND INSURANCE BROKERAGE
The Commission of Insurance Supervising is able to grant authorization for the companies activating in the insurance/re-insurance market, in the case of cumulative fulfillment of the following conditions:
a) Procedure to cover all risks in one class of activity and in the situation which the insurance company only wishes to cover certain risks included in the respective class, a feasibility study must be drafted which must contain the following information and documents:

1. The nature of the legal engagements or risks which the insurer wants to cover;
2. The calculations methods used for the establishment of the technical reserves;
3. The principles of the re-insurance program and the lists with the re-insurers per the provisions of the norms emitted for the application of the Law.
4. The components of the Safety Fund, per the legal norms.
5. The financial resources to cover the expenses and resources of the insurer for granting the assistance.
6. The first three financial exercises, the feasibility study which will also contain:
a) The estimation of the expenses afferent to the executive management and to management positions specific to the insurance area;
b) Estimation of bonuses and damages;
c) Budget of income and expenses;
d) Estimation of the financial resources necessary to the constitution of technical reserves and margin of solvency;
7. An information technology system adequate for the optimal insurance activity per the information required at point 1, per the norms regarding the authorization of the insurers, emitted for the application of the Law.
IMPORTANT: For obtaining the authorization to function, as well as at any time during the actual activity, an insurer or a re-insurer must be in working relations with at least one actuary and in the case which the volume of activity requires the employment of 2 or more actuaries.
An insurer cannot be registered in the Romanian Trade Register without the prior permission for the registration from the Insurance Supervision Commission.

COMPANIES WITH ACTIVITIES IN THE ADMINISTRATION OF CNVM
The Law regulates the formations and functioning of the financial instruments market, with the specific institutions and operations as well as the collective placement organisms for the purpose of the mobilization of the financial resources through investment in financial instruments.

IMPORTANT:
The National Commission of Movable Valuables, named C.N.V.M., is the competent authority which applies the provisions of the Law through the prerogatives established in its governing regulations.
 

The financial investments regulated by the Law are:
1. Main Services
a) The takeover and transmittance of the orders received from investors related with one or more financial instruments;
b) The execution of the orders related with one or more financial instruments, other than in own name;
c) Transaction of financial instruments in own name;
d) Administration of the portfolios of the investors’ individual accounts, on a discretionary basis, respecting the mandate given by the latter in the case when these portfolios include one or more financial instruments;
e) The subscription of financial instruments on the basis of a firm arrangement and/or placement of financial instruments.
2. Related Services
a) Custody and administration of financial instruments
b) Renting of safety boxes;
c) Granting of credits or loans of financial instruments to an investor in certain conditions;
d) Consultancy given to legal entities in regards to any matter related to the capital structure, industrial strategy, as well as consultancy and services related to company mergers and acquisitions.
e) Other services related to the subscription of financial instruments;
f) Investment consulting regarding financial instruments;
g) Currency exchange related to financial investment.

Services of financial investment related to financial instruments can only be offered by companies of financial investment services authorized by the CNVM, credit institutions authorized by the CNVM, credit institutions authorized by the National Bank of Romania per the provisions of the applicable banking laws as similar entities authorized in EU member or non-member states to provide financial investment services.

The intermediaries providing financial investment services in Romania will be registered in the CNVM, as follows:
a) Financial investment services and intermediaries from non-member states, on the basis of the authorization given by CNVM;
b) Credit institutions, authorized by the Romanian National Bank;
c) The equivalent of credit institutions and of financial investment services, authorized by the competent authorities from member states.

COMPANIES WITH THE FOLLOWING ACTIVITIES: RETAIL SALE, IMPORT, EXPORT, PRODUCING OF FIREARMS AND AMMUNITION
- The companies which wish to activate in this field are required to apply for a permit from the central or local structure of the General Inspectorate of the Romanian Police. In order to obtain the permit mentioned above, the persons interested will file with the Romanian police a request with the following documents attached:

a) For all future shareholders and administrators (directors) – ID and certificates of criminal records;
b) The persons mentioned on point a) which activity will imply actual access to arms and ammunition, must provide the following documents:

(i) Medical approval showing that the person in question can own, carry and use arms and ammunition, emitted with no more than 12 months before the request is filed;
(ii) A medical certificate emitted by specialized unit with no more than 6 months before the filing of the request showing that the person is not suffering from any of the conditions making impossible the authorization to own, carry and use firearms and lethal ammunition.
(iii) A certificate showing that the person in question has finished a practical and theoretical training course in the area of arms and ammunition.

ROMANIAN SECURITY COMPANIES
In order to obtain the license to function, the following documents have to be provided to the police:
- Approval from the Romanian police related to the object of activity, name of the company, approval of the shareholder and management personnel obtained before the registration of the company with the Trade Register. The verifications for this approval will be extended upon the husband, wife or person cohabitating with the associate(s) and the management, to find our more about their preoccupations, their interactions with the society and their criminal records.