Please find below the procedure and conditions for incorporating a NFI:
- Articles of Incorporation:
- the Romanian legislation provides that it is compulsory to incorporate the NFI as joint stock companies;
- must be attested by a lawyer or authenticated by a notary public, if the case;
- minimum 2 founding shareholders;
- the founding shareholders are responsible for the validity of transactions concluded, on the company’s behalf before incorporation and assumed by the company;
- the general meeting of the shareholders cannot provide activity discharge to the founding shareholders and first administrators for their responsibilities for 5 years;
- the founding shareholders, representatives of the company and the first members of management, administration and control of the company bear unlimited joint and several liability for damage caused by irregularities referred to incorporation;
- the founding shareholders, representatives and other persons who worked on behalf of the incorporation pending company, have unlimited joint and several liability towards third parties for legal documents signed with them on the company’s behalf, unless the company, after acquiring legal personality, assumes the obligations; such acts are considered to have assumed by the company as of the date of their conclusion;
- 2 auditors appointed by the General Meeting of Shareholders;
- 3 censors – they supervise the administration of the company and also providing periodical inspection regarding the profit;
- the organization and management of the NFI will take into account the following:
- its own rules of operation, which will detail the duties and powers of each compartment provided in the organizational structure and the relationships between compartments;
- establish in their structure at least one risk management committee and an audit committee, whose duties shall be determined by the minimum requirements of the National Bank of Romania;
- management must be provided at least two managers, employees of the institution, appointed in accordance with the Articles of Association;
- managers must ensure effective management of daily activity NFI exercise exclusive function for which they were appointed and at least one of them stating Romanian language knowledge;
A. 1. Necessary conditions for the shareholders:
- university degree and at least 2 years experience in a relevant position considered so by the National Bank of Romania (“NBR”). For foreign shareholders, the equalization of the university degree is made by the Minister of Education according with norms of NBR ;
- a good financial situation for guaranteeing a cautious administration proved by any documents (asset property documents, good standing certificate of etc.);
- corruption, money laundering, fraud, crimes against property, abuse of office, making or bribery, forgery and forgery, embezzlement, tax evasion, receiving undue benefits, influence peddling, perjury or other criminal acts ;
- provision of sufficient information to ensure the transparency necessary to identify the group to which they belong (in case the shareholders are legal persons);
A. 2. Necessary conditions for the administrators:
- at least one of them must have experience in the accounting field for one year;
- they must submit a guarantee which will be established during the General Meeting of the Shareholders. It must be no less than the nominal value of 10 shares or the double of the monthly remuneration;
- must ensure effective management of daily activity of the NFI and exercise exclusively the function for which they were appointed;
- at least one of them must prove their knowledge of the Romanian language;
- in assessing the reputation of the administrators, NBR is considering at least the following:
- the existence of a conviction for corruption offenses, money laundering, terrorism, crimes against property, abuse of office, making or bribery, forgery and forgery, embezzlement, tax evasion, receiving undue benefits, traffic influence, perjury, offenses under special legislation in the financial-banking, company law, insolvency or the protection of consumers or to any other relevant facts;
- the person is prosecuted or tried for any offense described in subparagraph a);
- ongoing investigations or performed in the past and/or measures applied ruler or imposition of administrative penalties for failure to comply with the provisions governing banking, financial, insurance business or other financial services legislation;
- ongoing investigations or performed in the past and/or sanctions against any regulatory body for non professional or any relevant regulations.
- assessing the reputation of Directors are considered on a case by case basis, depending on the seriousness of the circumstances specific to each situation, to the extent that they can induce doubt on the performance criterion leaders reputation.
- NBR may consider the requirements concerning reputability if:
- a person is already considered to be of good repute, given the significant shareholding in an entity regulated and monitored/supervised by the National Bank of Romania, the National Securities Commission, the Insurance Supervisory Commission or Private Pension System Supervisory or a supervisor with similar responsibilities in another Member State;
- a person who provides leadership and/or management of an entity regulated and monitored/supervised by the National Bank of Romania, the National Securities Commission or the Insurance Supervisory Commission of the Private Pension System Supervisory or a supervisor with similar responsibilities in another Member State.
A. 3. Necessary conditions for the censors:
- at least one of them must be an accountant (expert);
- they must submit a guarantee. The guarantee is the third part of the guarantee submitted by the administrators;
- they can also have the quality of shareholders with the exception of the censor that must also be an accountant.
II. The share capital:
- the minimum share capital requested is in amount of 200.000 EUR and has to be entirely paid – the equivalent in lei.
III. The name of the company:
- The name of the company must include the acronym “IFN” and it must be reserved at the Trade Registry.
IV. The objects of activity:
- The object of activity is restricted to the following NACE codes:
- 6419 – Other monetary intermediation activities;
- 6493 – Financial leasing;
- 6494 – Crediting activities;
- 6499 – Other financial intermediation n.e.c.;
- NFI cannot outsource the following activities:
- activities that after being outsourced cannot be controlled and conducted in accordance with the regulations in force;
- organizing and keeping the accounting by natural/legal persons related to the statutory auditor or audit company, relationship which affects the auditor’s independence in exercising the auditing function;
V. Signature specimen for the administrators:
- Each administrator must declare in front of a notary public the signature specimen;
VI. Declarations on their own responsibility for the shareholders, administrators and censors:
- The shareholders, the administrators and the censors must declare on their own responsibility in front of a lawyer that they fulfill the legal conditions for their positions.
VII. Fiscal records:
- Fiscal records must be obtained for every shareholder, administrator and censor (can be obtained by a lawyer);
- Tt is necessary for the foreigner citizens to give a declaration in front of a notary public that they do not have debts in Romania.
VIII. Accounting and Auditing:
- NFI organize and lead their accounting, in accordance with the Accounting Law no. 82/1991, and specific regulations developed by the National Bank of Romania, with the Ministry of Finance.
- The annual financial statements of NFIs entered in the register shall be audited by auditors in accordance with legal regulations.
- The annual financial statements of NFIs registered in the Special Register exclusive audited financial auditors approved by the National Bank of Romania, based on experience and proven ability in carrying out financial audit.
IX. Communication to BNR
- The NFI incorporation must be communicated in 30 days as of the incorporation date to BNR in order to be registered the NFI in the General Registry. From the day of the registration, the NFI can start the activity.
- Documents requested for registration in the General Registry:
In order to obtain the document attesting registration of the NFI in the General Registry, within 30 days as of the incorporation date in the Trade Registry, the standard request form must be submitted to NBR, accompanied by the following documentation:
- Articles of incorporation;
- certificate for registration;
- a letter from the credit institution where the capital has been paid confirming the amounts paid by each shareholder;
- set of documents for shareholders, administrators/members of the Supervisory Board (curriculum vitae, identity card and criminal record, standard affidavit provided by the legislation);
- list of shareholders, signed by the designated leaders, including, for each of the shareholders, at least the following information: full name, legal form, registered address, number in the Trade Register, fiscal code assigned by the Ministry of Finance public identifiers respectively equivalent foreign legal persons or, where applicable, name and home address, its participation in the capital of NFIs and voting rights and the structure of the group to which they belong;
- set of documents for the statutory auditor or audit firm (document issued by the Chamber of Financial Auditors of Romania attesting authorization as auditor; statement signed by the statutory auditor or the audit firm’s legal representative, confirming the conclusion of a non-banking financial institution audit; copy of the identity of the statutory auditor or the audit firm’s permanent representative, which will be certified according to the original holder of the identity card; the criminal record of the statutory auditor or audit firm or an equivalent document issued by the competent authorities of the country in which the set fixed domicile/residence or in the country of origin; standard statement as provided by legislation filled in and signed by such persons)
- the list of national rules governing non-banking financial institution, developed in compliance with Law no. 93/2009 and implementing regulations issued together with the statement on approval by the statutory bodies. Both documents must be signed by the designated NFI leaders;
- statement proving that the NFI has a system able to provide at least reports to NBR according to the terms and format provided by the regulations issued by NBR;