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Legislative Newsletter November 2015

Romanian Legislation

  1. Law no. 246/2015 on the recovery and resolution of insurers, published in the Official Gazette of Romania, no. 813/02.11.2015

 According to the provisions of Law no. 246/2015, the Romanian Parliament brought under regulation the specific obligations set for insurers, as well as the following:

  • the content and the details for the recovery and resolution of the insurance plans;
  • the deadline for drafting the first recovery and resolution plans and the frequency for updating such plans, which cannot be set sooner than the term provided by law;
  • the content and detailed level of information requested by insurers;
  • the detailed level of information necessary to evaluate the settlement possibilities as provided by law.
  1. Government Emergency Ordinance no. 50/2015 for amending and supplementing Law no. 227/2015 on the Tax Code and Law no. 207/2015 on the Tax Procedure Code, published in the Official Gazette of Romanian, no. 817/03.11.2015.

 Among the amendments brought by this normative act, the following must be mentioned:

  • Different tax quotation in relation to small enterprises’ income;
  • The dividend tax is calculated by applying a 5% percentage to the gross dividend paid to a Romanian legal entity, such dividend being paid to the state budget until the date of 25 of the month following the one for which the dividend is paid. This tax dividend of 5% shall be applied as of 1 January 2016.
  1. Law no. 254/2015 for approving the Government Emergency Ordinance no. 36/2014 amending and supplementing Law no. 18/2014 amending and supplementing Law no. 52/2011 on the performance of certain seasonal activities by day-workers, as well as for amending art. 8 par. (1) of Law no. 416/2001 on guaranteed minimum income, published in the Official Gazette of Romania, no. 818/03.11.2015.

 The main amendments brought by this normative deed refer to the following:

  • The public institutions that do not hold the capacity to become beneficiaries;
  • The domains in which the day-work may be performed (g. agriculture, forestry, fishing, non-hazardous waste collection, hotel services, sports, catering);
  1. Law no. 253/2015 approving the Government Emergency Ordinance no. 19/2015 amending and supplementing Government Emergency Ordinance no. 36/2013 on applying social protection measures, during the interval 2013-2018, for employees dismissed through collective dismissal procedures carried out under the layoff plans, published in the Official Gazette of Romania, no. 818/03.11.2015.

 The main amendments brought by this normative deed refer to the following:

  • The social protection measures shall also apply in case of collective layoffs based on a collective layoff plan,
  • The collective layoff plans have to be approved in accordance with the law;
  1. Decision no. 8/2015 issued by the Chamber of Tax Consultants on the incompatibility cases regarding tax consultancy activity, published in the Official Gazette of Romania, no. 818/03.11.2015.

 This normative act lays down the general and the specific incompatibility cases for tax consultants, as well as the cases when it is mandatory for the tax consultants to refrain from performing such activity.

  1. Decision no. 9/2015 issued by the Chamber of Tax Consultants regarding the elimination of the e-learning system from the continuous professional program for tax consultants

This normative act provides the elimination of the e-learning system from the continuous professional program for tax consultants.

  1. Law no. 259/2015 amending art. 7 para. (5) of Law no. 333/2003 on protection of objectives, valuables and personal protection, published in the Official Gazette of Romania, no. 825/05.11.2015.

The main amendment brought by this normative act provides that the income achieved based on safety and other services provided, organized and executed, in observance of the law, is entirely designated to the state budget.

  1. Law no. 261/2015 amending and supplementing Law no. 8/1996 on copyright and related rights, published in the Official Gazette of Romania, no. 826/2.11.2015.

 The main amendments brought by this normative act concern the following:

  • Modification of minimum amount to be paid for local broadcasters shall be carried into effect within 6 (six) months as of the date when the present law comes into force;
  • Remunerations to be paid shall be determined based on negotiation between broadcasters and receivers so that consumers may have a perspective of their payment obligations at the beginning of the tax year.
  1. Order no. 1295/2015 on authorizing the manufacturing by producers, importers of medicines for human use, including those for clinical investigation, and independent control units, and on granting the certificate of good manufacturing practice, published in the Official Gazette of Romania, no. 837/10.11.2015.

This normative act brings under regulation the procedure to be followed by producers in order to obtain the manufacturing authorization, the good practice authorization certificate (i.e. documentation, terms within which the authority must reply to such request, situations when such authorization/certificate is lost and it is necessary to obtain a duplicate);

  1. Order no. 2791/994/2015 for approving the Procedure regarding the structure of information and the frequency of transmissions between the National Agency for Fiscal Administration and the National Health Insurance House of information on the list of natural persons registered with the Sole Registry of insured persons within the Electronic platform of health insurance, in order to cancel the health insurance contribution owed by natural persons exempted from social health insurance payment contributions, starting from 1 January 2012 until the entry into force of art. I items 17 and 18 of the Government Ordinance no. 4/2015 amending Law no. 571/2003 on the Tax Code, published in the Official Gazette of Romania, no. 842/12.11.2015.

This normative act brings under regulation the procedure necessary to be followed in case of the category of persons which are exempted from the payment of the social health insurance (i.e. based on the provisions of art. 224 para. 1 of Law no. 95/2006 on the health reform).

  1. Law no. 785/2015 for accepting the Doha Amendment, adopted on 8 December 2012 in Doha, regarding the Kyoto Protocol on the United Nations Framework Convention on climate change, adopted on 11 December 1997, published in the Official Gazette of Romania, no. 846/13.11.2015.

This normative act brings under regulation the specific levels accepted for the carbon dioxide resulting from greenhouse gases within certain activities.

  1. Law no. 276/2015 establishing measures for implementing the Regulation (EU) no. 236/2012 of the European Parliament and of the Council on short selling and certain aspects of credit default swaps, published in the Official Gazette of Romania, no. 847/13.11.2015.

 This normative act brings under regulation the guidelines in connection to the application of the European Union Regulation no. 236/2012 on short selling and certain aspects of credit default swaps, as well the powers, implication and competences of  the National Bank of Romania.

In this respect, all natural and legal entities have the obligation to provide the relevant information to the National Bank of Romania, including personal data on the operations performed based on the operations subject to EU Regulation no. 236/2012.

Moreover, given that inobservance of this obligation is a contravention, the decisions of the National Bank of Romania may be appealed within 15 (fifteen) days as of communication, before the Bank’s Board of Directors. In case this decision is not favorable, the claimant may further appeal this decision before the contentious competent courts.

  1. Law no. 268/2015 approving the Government Emergency Ordinance no. 90/2014 amending and supplementing Law no. 297/2004 on capital market and amending and supplementing certain other normative acts, published in the Official Gazette of Romania, no. 857/08.11.2015

 The main amendments brought by this normative act concern the following:

  • the necessary quorum conditions to be met in order for the extraordinary meeting of shareholders to validly decide upon the cancellation of the preference rights for subscription of new shares, as well as in respect of increase of share capital (e. a mandatory 85% of the total voting rights of the share capital);
  • the applicable provisions in respect of the share capital of financial investment services companies (e. the minimum level of share capital, differently set depending on the type of activity carried out by the financial investment services companies)
  1. Norm no. 20/2015 amending and supplementing Norm no. 7/2013 of the Financial Supervisory Authority regarding the form and content of the contract for mandatory household insurance against earthquakes, landslides and floods, published in the Official Gazette of Romania, no. 861/19.11.2015.

The main amendments brought by this normative act concern the following:

  • the insurance-reinsurance companies authorized to insure catastrophic risks may not conclude an optional insurance policy for the building which has not previously obtained a PAD insurance policy (e.insurance policy against natural disasters);
  • the insurance-reinsurance authorized companies may also verify the fulfilment of this condition in the PAID register (e. the Insurance Against Natural Disasters Pool). Should such verification indicate that the insured person does not possess the PAD insurance policy, than the law provides the possibility to submit an affidavit in this respect, with the person’s grounded reasoning, as well to present to the insurer the PAD insurance policy within a term of maximum 30 days.
  1. Order no. 1024/2015 for supplementing Order no. 208/2015 of the President of the National Health Insurance House, approving the rules of confirmation in terms of clinical and medical data at the patient level, for cases hospitalized as permanent and day hospitalization, as well as the Methodology for evaluating unconfirmed cases in terms of clinical and medical data, in case of which a medical reconfirmation is requested, published in the Official Gazette of Romania, no. 864/19.11.2015.

The amendments brought by this normative act have in view the transmission of information between the relevant institutions, such being performed in an electronic format.

  1. Order no. 3832/2015 for amending and supplementing Order no. 1870 / 2004 approving the Instructions for filing in the number of the payment evidence form, published in the Official Gazette of Romania, no. 870/20.11.2015.

The main amendments brought by this normative act indicate the manner in which data and information is to be filled in, step by step, using the applicable software.

  1. Procedure to apply the Government Emergency Ordinance no. 44/2015 regarding the granting of the tax facilities in case of tax debts administered by the central tax authority, dated 16.11.2015, published in the Official Gazette of Romania, no. 874/23.11.2015.

This normative act brings under regulation the procedure and steps to be followed by the taxpayers which meet all the cumulative conditions provided by the Government Emergency Ordinance no. 44/2015

  1. Order no. 2963/2015 approving the procedure for implementing the Decision of the Central Tax Commission. no. 2/2015, approved by Order no. 837/2015 of the Minister of Public Finance , as well as the model and content of form 602 “Affidavit for exemption from the payment of the health insurance contribution for natural entities who benefit from income from rent and lease of goods “, published in the Official Gazette of Romania, no.879/24.11.2015.

 The main amendments brought by this normative act concern the steps and the procedure before the tax authorities in respect of exemption from the payment of the health insurance contribution for individuals who benefit from income from rent and lease of goods.

  1. Government Decision no. 901/2015 on approval of the National Strategy in the public procurement field, published in the Official Gazette of Romania, no. 881/25.11.2015.

This normative act sets the following: objectives, general principles, action lines, different indicators, state budget implications, monitoring and evaluation procedures in the field of public procurement.

  1. Draft bill regarding the revision of the Romanian Consititution, published in the Official Gazette of Romania, no. 886/26.11.2015

The main amendments brought by this normative act concern the following:

  • The rights and obligations of the Romanian citizens;
  • The form of approval of the amendments to be brought to the European Treaties;
  • The applicable provisions in respect of political parties;
  • The possibility to dismiss a Parliament member by means of a referendum of the Romanian citizens;
  • The legislative initiative to be also exercised by means of at least 100,000 Romanian voting citizens;
  • The majority needed by the Parliament in order to validly pass organic laws and the regulations of the Chamber of Deputies and of the Senate;
  • Unicameral Parliament of maximum 300 members;
  • The President ensures the executive authority of the country and bears the liability to the citizens for the activity performed by the Government;
  • The presidential mandate is of 4 (four) years.
  1. Order no. 2196/513/2015 for amending and supplementing the Classification of Occupations in Romania – occupation level (six digits), approved by Order no. 1832/856/2011 of the Ministry of Labor, Family and Social Protection and of the President of the National Institute of Statistics , published in the Official Gazette of Romania, no.892/27.11.2015,

The main amendment brought by this normative act gives effect to the list of occupations described within its annex, which indicates that certain occupations are no longer part of their initial category, but are set to be part of other categories.

  1. Order no. 160/2015 amending and supplementing the Network Code for the National System of natural gas transport, approved by Order no. 16/2013 of the President of the Regulatory Authority for Energy, published in the Official Gazette of Romania, no.893/27.11.2015.

The main amendments brought by this normative act concern the following:

  • The applicable provisions regarding the virtual point of transaction;
  • The conditions for termination of the agreement between the transport and network provider and the user;
  • The conditions to be met for approving that the capacity of energy for the user is supplemented;
  • Allocation of virtual points of entry within the transport and network provider.
  1. Decision no. 103/2015 for the adoption of the opinion referring to the Proposal of the EU Parliament and of the Council to set a framework for labeling as regards energy efficiency and for repealing Directive 2010/30/EU – COM (2015) 341, published in the Official Gazette of Romania, no. 894/27.11.2015.

Opinion no. 4c-19/821 of the European Trade Commission on different types of technology used for improving energetic efficiency is approved by this normative act .

  1. Decision no. 101/2015 on adoption of an opinion on the Communication of the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions – New benefits for energy consumers – COM (2015) 339, published in the Official Gazette of Romania, no. 894/27.11.2015.

 This normative deeds approves Opinion no. 4c-19/819 of the European Trade Commission regarding the information included in the energy bills, also considering the manner in which the clarity and compatibility of the content of the bills may be improved.

  1. Decision no. 102/2015 on adoption of opinion on the Communication of the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions – Launching the public consultation process on a new organization of energy market COM (2015) 340, published in the Official Gazette of Romania, no. 894/27.11.2015.

 This normative act approves Opinion no. 4c-19/820 of the European Trade Commission regarding the exploitation of the potential of the self-sufficient energy system (off-grid).

  1. Law no. 295/2015 amending and supplementing Law no. 119/1996 on civil registry documents, published in the Official Gazette of Romania, no. 885/25.11.2015.

 The amendments brought by this normative act provide that the mayor and the heads of diplomatic missions may delegate the attributions of civil registry officer to other public officers within their institutions.

  1. Order no. 5800/2015 regarding the registration of the higher education institutions in Romania in the Internal Market Information System (IMI), published in the Official Gazette of Romania, no. 881/25.11.2015

This normative act brings under regulation the procedure to be followed by the Romanian higher education institutions in order to promptly (i.e. within a term of two days) respond to requests of information, the Romanian state being liable in this respect according to the applicable provisions of the Treaty on the Functioning of the European Union.

 High Court of Cassation and Justice relevant decisions:

  1. Second appeal for the interpretation of the law – Decision n0. 22/19.10.2015, published in the Official Gazette of Romania, no. 876/24.11.2015

According with this decision, by construing the provisions of art. 141 of Law no. 53/2003 – on Labour Code, corroborated with art. 8 of the Government Ordinance no. 99/2000 on trade of market products and services, which provides that the employer’s activity related to “en detail” trade of non-alimentary products within trading centers, during the time of holidays, as set by art. 139 para 1 of the Labour Code, does not represent a contravention as provided by art. 260 para. 1 let. g) if the employer had fulfilled his/her obligations as set by art. 142 of the same law.

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Partner Ionut Bohalteanu is a registered member of the Romanian Chamber of Tax advisers – the foremost member institution for tax advisers in the country. A highly respected tax adviser, he is equally proficient providing standalone tax advice, or on the tax elements of a large transaction. Most of his clients are international and come to him for standalone tax advice, as evidenced in the work matters detailed here.
Our team provides innovative solutions to real estate issues for overseas and domestic clients alike. Able to assist with evert stage of a property deal, there are strong synergies between our real estate, corporate and banking and finance practices. Our comprehensive knowledge of the Romanian property market has served our clients well and we are natural choice for any company in possession of, or seeking to acquire, real estate assets in the country.Please click here to see what our recent experience includes.
Partner Silvia Sandu is one of the foremost privacy and data protection experts in Bucharest, amply demonstrated by the experience detailed here.
BSMP has acted in some of the most important inbound Romanian transactions for international clients as well as in some of the most important domestic deals. Equally efficient on the buy or sell-side, our experience includes negotiating mergers, demergers and joint ventures with particularly robust expertise in the regulated sectors, particularly energy, where our knowledge of the complicated Romanian regulatory regimes comes into its known.The firm has also acted in the privatization of some of the most important Romanian companies with partner Ionut Bohalteanu being a recognized leader in the field.Please click here to see what our experience includes.
Partner Silvia Sandu is a leading healthcare and pharmaceuticals lawyer, having assisted a host of multinationals with their Romanian operations for a number of years.Please click here to see what her experience includes.
The firm’s energy expertise is market leading and it is one of our core sector focuses. We have acted for a raft of multinational companies in some of the most important inbound Romanian energy transactions. Our diverse sector experience has seen us leading on major oil and gas, power and renewables projects, as well as in developing, niche fields such as mini hydro power plants and solar technology. We are able to assist our energy clients with the full life-span of a project from inception to completion, and with post-completion issues including disputes.Please click here for a summary of our team’s first-class recent experience.
Our employment client roster is comprised almost entirely of multinationals, for whom we have achieved success in a huge range of matters from cross-border redundancies and unfair dismissal claims to resolution of non-compete and high-level confidentiality issues. Practice head Silvia Sandu also has some of the foremost life sciences sector expertise in the market, as demonstrated below.Please click here to see what recent mandates include.
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The highly regarded international experience of partners Ionut Bohalteanu and Daniela Milculescu, co-heads of the corporate and commercial department, make our firm a natural choice for any company with business interests in Romania. Our sector experience is vast, covering multiple areas from high-end energy instructions for European and Chinese multinationals, to major Romanian mandates in the FMCG, real estate and technology sectors among others. Our work is most often very high-value in nature, particularly by Romanian standards, and we have acted on transactions up to €50m.We assist our clients with all aspects of corporate and commercial, as demonstrated  here .
Competition is a strongly developing practice at the firm, and one in which we are carving a robust reputation for high-level advice to international clients on issues of crucial importance to their operations. Our sector expertise is vast including, among others, the FMCG, software and pharma industries. Our experience is equally wide-ranging covering competition issues as diverse as identification of risk, assistance during investigations by the competition authorities, applications for state aid schemes and training on competition matters (including simulated dawn raids).Please click here to see some illustrations of what the calibre of our practice includes.
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Led by Daniela Milculescu, our banking and finance practice is one of the premier offerings in Bucharest. On the lender-side our experience has few equals in the market with a client roster which includes some of the largest banks operating in the region. Our expertise covers the full spectrum of the banking and finance space from big-ticket syndicated loans, acquisition finance and restructuring, to the feasibility of new banking products, asset finance and regulatory advice.Please click here to see recent illustrations of our market-leading capabilities.