UCITS passporting in Romania

EEA Management Companies seeking to market units of EEA UCITS Schemes in Romania must comply with the notification procedure set out in the Government Emergency Ordinance no. 32/2012 (“GEO 32/2012”). In order to exercise passporting rights in Romania, EEA Management Companies must be duly authorised to operate an EEA UCITS Scheme in their home Member State or have an established Romanian branch. 

In order to exercise passporting rights, EEA Management Companies intending to market an EEA UCITS Scheme in Romania must require their HMSA to provide the Romanian Financial Supervisory Authority (“RFSA”) with an EU Regulation 584/2010 compliant notification letter. The notification letter must confirm that the EEA Management Company meets the requirements of the UCITS Directive and the following documentation must be enclosed: (i) the proposed arrangements for the marketing of an EEA UCITS Scheme into Romania; (ii) the latest versions of the fund rules or articles of association (or equivalent constitutional documents) of the EEA Management Company; (iii) the fund’s prospectus; (iv) the latest annual and biannual account reports; and (v) the KIID. 

EEA Management Companies shall be authorised to begin marketing an EEA UCITS Scheme in Romania as soon as they receive a notification from their HMSA that all required documents have been submitted to the RFSA. 

EEA UCITS Schemes marketed in Romania must make available to investors all the documentation and information that is required for this purpose under the legislation of their home Member State. While KIIDs must be provided in Romanian, other documents may be in Romanian or English. 

Documents available in other languages must be accompanied by certified Romanian or English translations. 

EEA UCITS Schemes marketed in Romania must comply with the rules regarding financial promotion set out in RFSA Regulation no. 9/2014. Romanian legal advice should be sought for assessing the compliance of advertising materials with RFSA rules. 

In addition to any fees chargeable to EEA Management Companies operating in Romania, according to the RFSA Regulation no. 16/2014 regarding the revenues of the RFSA, the RFSA charges a fee of RON 4,500 (approximately EUR 900) per fund, per year for the marketing of an EEA UCITS Scheme.  

The RSFA may establish additional fees by way of secondary legislation. 

On 2 August 2021, the Cross-border Distribution of Funds Framework (the “CBDF Framework”) on the distribution of funds on a cross-border basis within the EU was brought into effect.  

The CBDF Framework comprises two main legislative normative acts, respectively: 

1. Directive (EU) 2019/1160 amending Directives 2009/65/EC and 2011/61/EU with regard to cross-border distribution of collective investment undertakings (“CBDF Directive”); and  
2. Regulation (EU) 2019/1156 on facilitating cross-border distribution of collective investment undertakings and amending Regulations (EU) No 345/2013, (EU) No 346/2013 and (EU) No 1286/2014, which was supplemented by the Commission Delegated Regulation 2021/955 on implementing technical standards (ITS) (“CBDF Regulation”). 

Whilst the CBDF Regulation is directly applicable in Romania and fund managers must ensure compliance with the requirements provided within the Regulation, the provisions of the CBDF Directive has been transposed into Romania legislation by Law 237/2022 which is amending and supplementing GEO 32/2012.