Managing director contract. Advantages and disadvantages
It is well known that in Romania, board members of public limited companies are not allowed to conclude employment contracts with the company concerned during their mandates, but must be given mandate contracts. Any existing employment contracts are suspended during the term of office. For a Romanian SRL (limited liability company), such a prohibition is not provided for by law, so in practice the parties often waver between a mandate contract or an employment contract. There is often a certain reluctance on the part of prospective managing directors to abandon the known employment relationship, which is reinforced by a current discussion about seniority (vechime în muncă) in mandate contracts. Below we present some basic principles and background information that companies can use when negotiating contracts.
Tax amnesty for outstanding taxes until 25 November
In view of the insufficient collection of contributions for the state budget, but also for the purpose of supporting businesses, the Romanian government has adopted some tax relief for all categories of debtors through Emergency Ordinance no. 107/2024. These measures concern the cancellation of default interest and penalty surcharges (dobanzi si penalitati) that were due on obligations to the state budget outstanding on 31 August 2024 if certain conditions were met.
The heat apparently also paralyses the commercial register
This summer was supposed to bring positive changes for entrepreneurs and freelancers. The authorities had announced a revolution in the commercial register portal and the services offered through it. Among the promises giving hope to those who frequently deal with the commercial register was a reduction in the processing time for company start-ups, simpler and faster issuing of documents and the expansion of information offered. However, entrepreneurs, lawyers and all those affected were confronted with a harsh reality: the revolution began with an obstacle.
Consumer protection in Romania - obligations for manufacturers and sellers
Consumer protection is of great importance throughout Europe, so that European legislation regulates standardised principles in this regard. This concern is based on Articles 169, 114 and 169 of the Treaty on the Functioning of the European Union. Member States adopt specific and detailed rules to guarantee these rights and safeguards for consumers. Romania is no exception in this matter: some of the general legal obligations to ensure consumer protection in Romania are presented below.
e-VAT - Romanian tax administration introduces pre-filled VAT forms
The Romanian tax authority ANAF will soon be introducing the pre-filled RO e-VAT form. For activities carried out from July 2024 by companies registered for VAT purposes, a new system will be applied, which has been met with concern in practice. Basically, it is based on the fact that ANAF collects information from all tax returns and reports submitted from July onwards and sends taxpayers pre-filled VAT returns based on this information. This information must be adapted to reality by the taxpayers on time. In practice, it is to be expected that the information from the first forms will not correspond to reality, in most cases. The first form pre-filled by ANAF should be expected on September 5th at the earliest.
Standardised money laundering regulations at EU level
The dangers of cross-border financial crime are often reported in the press. Possible cases of money laundering in the crypto sector are no longer a secret either, meaning that the authorities concerned need to respond quickly and efficiently. After long rounds of coordination (three years) between the EU bodies, a new legislative package on money laundering was adopted on May 30, 2024. This contains both directly applicable EU regulations (the EU Money Laundering Regulation, the Money Transfers Regulation and the AMLA Regulation) and the 6th EU Money Laundering Directive, which is to be transposed into national law. The aim is to largely harmonise national regulations and close existing ‘loopholes for fraudsters“.
Obligations as a result of the digitalisation of the tax system - what needs to be done?
The legislative packages recently adopted in Romania require taxpayers to be fully transparent in the disclosure of their business activities. The purpose is to combat non-compliance and tax fraud. The digitalisation marathon is characterised by the introduction of at least 5 electronic reporting systems: RO e-Invoice, RO e-Transport, SAF-T, RO e-Seal and e-Cash register. The introduction of the RO e-VAT system, which pre-fills information on taxable transactions in the VAT return based on data from the above-mentioned systems, is a further massive technologisation of the reporting system. Here are some examples of how these new reporting requirements will cost taxpayers additional resources:
Electronic signature - new regulations from October
As is generally (but not yet sufficiently) known, electronic signatures considerably simplify and speed up the signing of documents, especially in the case of transactions between absentees. In this regard, Act No. 214/2024 (“the Act”) introduced practical innovations that will come into force on October 8th. With this in mind, here are some practical explanations of the different types of electronic signatures (hereinafter “ES”) and a brief description of the new regulations.
Romanian Ministry of Finance promotes major investments by industrial companies
For many years, the Romanian government has launched national support programs for industrial investments - the so-called state aid programs, financed from the Romanian budget. This year, the Ministry of Finance presented a new program for large investments by industrial companies (Government Decision 300/2024). Applications for funding are accepted for projects with an investment value of at least EUR 10 million. Around EUR 150 million in funding is available each year, totaling almost EUR 450 million for the years 2024-2026. In broad terms, the program is very similar to the previous state aid programs of the Ministry of Finance, but on closer inspection there are significant differences. Apparently, numerous suggestions from companies have been taken into account and the program has been adapted to the current economic situation. In particular, there was criticism that in the previous program only the largest projects - and therefore primarily multinational groups - had a chance of success. According to the new rules, other evaluation criteria can compensate for the disadvantage of a lower investment value.
Measures to prevent and combat aggressive advertising techniques on the capital market
On 25 June 2024, Emergency Ordinance no. 71/2024 ("EO 71") was published regarding the introduction of measures to prevent and combat aggressive advertising techniques on the capital market practised by companies that are not entered in the register of the Financial Supervision Authority ("FSA"). Most of the provisions of EO 71 entered into force on June 25th 2024. The main objective of EO 71 is to create a safer investment environment and a predictable and clear legal framework that contributes to the sustainable development of the local capital market. To this end, a number of legislative amendments have been made and the powers of the FSA have been extended in order to promote the harmonisation, clarification and completion of the legal framework in this area and the development of the capital market.