NIS 2 implemented in Romania / extended cyber and information security obligations
In 2024, the government adopted Emergency Ordinance 155/2024 establishing a framework for the cybersecurity of networks and information systems in national civil cyberspace (“EO 155”). It thereby transposes Directive (EU) 2022/2555 of December 14, 2022 on measures for a high common level of cybersecurity across the Union (Network and Information Security Directive - “NIS2 Directive”) into Romanian law The EO introduces new obligations in the area of cybersecurity for certain private and public institutions. The resulting need for action for companies is outlined below.
New obligations for employers when employing people with disabilities
Under Law No. 448/2006 on the Protection and Promotion of the Rights of Persons with Disabilities (“Law 448”), employers with at least 50 employees are required to employ persons with disabilities at a rate of at least 4% of their total workforce or make certain payments to the state budget. This legislation aims to guarantee fair access to the labor market for persons with disabilities and is of course to be welcomed. On 01.01.2025, Emergency Ordinance 127/2024 on certain measures in the social field amended Law 448 and introduced new obligations for employers. On 28.01.2025, Order No. 28/2025 implementing Article 78 of Law 448 (“Order 28/2025”) also came into force, which provides the procedural framework for the implementation of these obligations. Here are the most important current contents.
2025 - maximum reporting obligations and a potentially significant new tax liability
transparency. After June 2025, hardly any detail from the books of any taxpayer is likely to escape the tax authorities. At the heart of the current legislation is a tax digitalization marathon, characterized by the introduction of reporting systems on a scale that could break records throughout the region: SAF-T, RO e-Factura, RO e-transport, RO e-Seal and e-TVA are just the most talked about. Given the expansion of the scope of SAF-T to all resident and non-resident registered companies and the other systems that impose penalties for non-compliance, taxpayers will no longer be able to avoid adapting to new reporting activities from June 2025 onwards. In addition to the plethora of reporting obligations, tax obligations are also likely to be updated this year. In an effort to consolidate the state budget, and possibly also motivated by the extended election year, the government has initially focused its tax policy measures on corporate taxpayers. To this end, the tax on special buildings was reintroduced:
Taxes and accounting - a challenge for the year 2025
The year 2025 will bring a number of tax and accounting changes that will affect taxpayers and companies in Romania. With measures such as “e-factura”, “e-TVA”, “e-Transport” and others, the government aims to increase tax revenues on the one hand and improve tax compliance on the other. Below we describe important changes starting with 2025.
Evidence in proceedings before Romanian courts
If differences of opinion arise, the parties usually try to avoid court proceedings. All too often, however, it is not possible to reach an agreement, meaning that legal action is the only way to assert rights. For this, it is of course necessary to prove the prerequisites of the claims; according to the principle “idem es non esse et not probari”, meaning what is not proven is considered non-existent. Below we discuss the most important aspects in connection with evidence in Romanian court proceedings.
Adaptation of NACE codes to describe commercial activities required
In addition to tax changes, the start of the year also brought with it a mandatory need for formal adaptations to the commercial register, which basically affects all companies. A change to the “Statistical Classification of Economic Activities” in the EU, abbreviated to NACE (in Romania “CAEN”), which will come into force on 01.01.2025, was announced in Spring 2024. On 30.12.2024, the applicable implementing standards were published by order of the Ministry of Justice.
ESG - a new challenge for smaller companies
The year 2025 brings a new, disruptive obligation for Romanian companies: The preparation of sustainability reports, also known as ESG reports (for “Environment, Social, Governance”). By the end of 2026, all Romanian companies with more than 50 employees whose turnover exceeds RON 50 million and/or whose assets exceed RON 25 million (at least two of the three criteria mentioned must be met) must prepare sustainability reports. These reports must describe the impact of the company's activities in 2025 on the environment, society and corporate governance. The European Commission has developed uniform standards as part of the CSRD Directive (CSRD stands for “Corporate Sustainability Reporting Directive”) to provide guidance on how these sustainability reports must be structured.
SAF-T: a new challenge for reporting in 2025
The Standard Audit File for Tax (SAF-T) is a standardized electronic document used by taxpayers to disclose extensive financial information to the Romanian tax authority ANAF. Large and medium-sized taxpayers already know and use it; from 2025, around 1.9 million companies will also have to prepare these reports.
New regulations in Romanian company law enable simplification and flexibility
The Romanian Parliament has recently adopted important amendments to the Companies Law (Law no. 31/1990 - hereinafter “CL”), which adapt the framework for the functioning of companies to the technological realities and the current needs of the business environment. Law no. 299/2024 amending and supplementing the Companies Act (published on December 3, 2024 in the Official Gazette of Romania) introduced, among other things, new conditions for the use of electronic means for voting, casting votes and adopting resolutions at general meetings and shareholders' meetings. The amendments came into force on December 6, 2024 and are basically aimed at three main directions:
DAC7 - Reporting obligation for digital platforms
In the context of the enormous increase in digital trade, the EU has also turned its attention to platform operators. Online platforms outside the EU, in particular, were previously difficult or impossible to identify for taxation purposes. As an implementation of the DAC 7 Directive, Romania introduced reporting obligations on January 31, 2024 with Ordinance 16/2023.