The establishment of an INF – NON-BANK Financial Institution is regulated by Law no. 93/2009, which is the legal framework in this area, non-banking financial institutions are entities that develop professional lending activities. Investors who wish to open these types of companies can rely on the specialized services provided by our lawyers in Romania.
Initially, an S.A. is registered with the Trade Register. When reserving the name: it is mandatory for a company that carries out lending activity to include in the name the phrase: “non-bank financial institution” or abbreviated IFN, the minimum share capital equivalent to 200,000 Euros – must be deposited in a bank in Romania, later obtain a notification from the bank where the share capital was deposited; in the Articles of Incorporation – the main object of activity – may be included only lending activities (art. 7 paragraph 1 of O.G. 28/2006), ie consumer loans, mortgages, real estate loans, microcredits. In order to be able to carry out the activities provided in the object of activity, it is necessary to obtain by I.F.N. of the document issued by the National Bank, which certifies the registration in General Register.
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IFN ESTABLISHMENT STAGES:
- Name reservation: it is mandatory for a company that carries out lending activity to include in the name the phrase: “non-bank financial institution” or abbreviated I.F.N.
- Deed of incorporation – must be signed by the founders or shareholders.
- Proof of payment of the minimum share capital equivalent to 200,000 Euros – in a bank in Romania (after opening the account based on the name reservation).
- Proof of space, registered office – (loan agreement or rental or own headquarters), land book extracts.
- Statement of shareholders.
- Administrators statement.
- Statement of censors.
- Notification from the Bank where the share capital is deposited (the bank issues proof that the company has an open account and that it has deposited its share capital)
- In the Articles of Incorporation – the main object of activity – may be included only lending activities (art. 7 paragraph 1 of O.G. 28/2006), ie consumer loans, mortgages, real estate loans, microcredits.
The I.F.N. carries out activities to attract deposits or other non-reimbursable funds from the public.
The following categories of persons cannot be founders, significant shareholders, leaders, administrators, financial auditors of an I.F.N. :
- persons nominated in the lists provided in art. 23 and 27 of Law 535/2004 (money laundering).
- persons against whom final judgments have been handed down for crimes of corruption, money laundering, crimes against property, abuse of office, taking or giving bribes, forgery and use of forgery or other criminal acts.
Within 30 days of registration with the Trade Register (obtaining the registration certificate) I.F.N. has the obligation to notify the National Bank of Romania, in order to be registered in General Register at the National Bank in order to obtain the authorization to carry out the activity.
NOTIFICATION AND DOCUMENTATION NECESSARY FOR REGISTRATION IN THE GENERAL REGISTER AT THE NATIONAL BANK
In order to be able to carry out the activities provided in the object of activity, it is necessary to obtain by I.F.N. of the document issued by the National Bank, which certifies the registration in General Register.
In order to obtain the mentioned document, within 30 days from the date of registration with the Trade Register, a request for registration in General Register is sent to the National Bank. The application will be accompanied by the following documents:
- an original copy of the articles of association or a certified copy submitted to the Trade Register. The constitutive act will be concluded in authentic form or with a certain date, the date that represents the moment of subscribing the share capital.
- copy of the registration certificate issued by the Trade Register and of the registration conclusion.
- documentation for directors: copy of the identity document according to the original, signed and dated curriculum vitae, which will include the mention of the educational institution as well as the year of graduation; a detailed presentation of the activity carried out; copy of the document certifying the graduation of higher education; valid criminal record certificate; a completed and signed questionnaire (there is a stas model). The directors of an I.F.N. must cumulatively meet at least the following conditions:
- to have the honorability corresponding to the position;
- not to have caused by their activity the bankruptcy of an economic agent;
- to have experience in a field considered relevant for the National Bank (ie to have worked in the banking or financial-accounting field for at least 2 years);
- to ensure the daily management of the activity only within the non-banking financial institution in which they are appointed and at least one of them to know the Romanian language;
- the management must be ensured by at least 2 managers, employees of the respective institution, appointed according to the statute.
- the documentation for the administrators is the same as the one for the managers (without a copy attesting the graduation of the studies), plus a declaration on one’s own responsibility (there is a stas model)
- documentation for significant shareholders, natural persons: copy of identity document, curriculum vitae, declaration on one’s own responsibility. The National Bank may also request additional information for shareholders who indirectly hold 10% or more of the share capital.
- the list of the participations of the Non-Banking Financial Institution and of the significant shareholders, managers, administrators in other commercial companies.
- the list of significant shareholders, including those who indirectly hold shares of at least 10% of the share capital of I.F.N. signed by its leaders. For each of the significant shareholders, the list will include: name, surname, domicile address, shareholding in the share capital of I.F.N. and voting rights. The quality of the significant shareholders and the structure of the groups to which they belong must correspond to the need to guarantee prudent and healthy management of the non-banking financial institution. In this regard:
- significant shareholders must be able to satisfactorily justify the origin of the funds intended to obtain the participation in the share capital of the non-banking financial institution;
- significant shareholders must provide, in accordance with the regulations of the National Bank, sufficient information to ensure the necessary transparency to identify the structure of the group to which they belong.
- the feasibility study, mastered by managers and administrators, which will include:
- the type of operations planned to be carried out, the description of the clientele and of the products and services offered to it;
- the organizational structure of the I.F.N., the attributions of each compartment, the competencies of the leaders, of the persons who ensure the management of the compartments.
- estimates of the financial statements (including the balance sheet, profit and loss account) for the first 2 years of operation, prepared in compliance with the relevant regulations issued by the National Bank.
- for the financial auditor will be submitted the document issued by the Romanian Chamber of Financial Auditors certifying the authorization as financial auditor, the statement signed by the financial auditor confirming the conclusion of an audit contract with I.F.N. and a statement on his own responsibility stas.
- statement signed by the leaders of the I.F.N. on the existence of internal norms, approved by the statutory bodies, which regulate the activity of the I.F.N., elaborated in accordance with the requirements of the ordinance and regulations of the National Bank, specifying them
- any other data, information and documents considered necessary in order to evaluate the non-banking financial institution.
The file presented in support of the application for registration must include all the documents provided by Ordinance 28/2006 and Norm no. 4/2006.
In case the documentation is incomplete or has a deficiency, the applicant has the obligation to remedy them within the term established by the National Bank.
If all the documentation is completed, the National Bank will issue and send the I.F.N. the document certifying the registration in General Register, within 60 days from the notification.
FOR SIGNIFICANT FOREIGN PARTNERS:
- for persons who have not established their domicile, but have established their residence in Romania, for which it is mandatory for the National Bank to submit the criminal record certificate, the criminal record certificate issued by the Romanian authorities and the criminal record certificate will be presented or another document with the same legal value, issued from the country of origin and from the country in which they previously established their residence, if this is other than the country of origin
- for persons who have not established their residence in Romania will be presented the criminal record certificate issued by the Romanian authorities and the criminal record certificate or other document with the same legal value, issued from the country of origin and from the country where they established their residence currently, if it is other than the country of origin.
Contact Us to Start Your Romanian Company Today
Romania Company has worked in the consulting business for over 18 years. Contact us today to find out how we can assist you with the incorporation of your Romanian company, right through the business, fiscal, and licensing matters.
