FSA issues rules on share capital of private pension providers

On 27 July 2026, Romania published the Romanian Financial Supervisory Authority (FSA) Norm 15/2026 on the share capital of private pension providers, which implements the provisions of Law 2/2026 on the payment of private pensions and establishes the detailed regulatory framework for the formation, origin, and modification of the share capital of entities that will manage private pension payout funds.

Norm 15/2026 regulates the capital requirements for five categories of private pension providers, including the new private pension payout companies created under Law 2/2026. The additional minimum share capital must be fully subscribed and paid up in cash at the time of filing the authorisation application. The origin of capital is strictly regulated: funds must be lawful, constituted from independent sources and unencumbered. Funds originating in non-cooperative jurisdictions will be excluded. Any modification of the share capital requires the prior approval of the FSA with a decision deadline of 30 calendar days.

The new regulation will enter into force on 5 January 2027 along with Law 2/2026, which will give market participants time to prepares before the date of application.

Context and legal framework

Law 2/2026 was created to implement the principles that promote sustainable pension payouts, proportionate payment mechanisms, and the full protection of property and inheritance rights. The payment of private pensions will be carried out through private pension payout funds, which will be managed by specialised companies known as private pension providers. These are regulated by Law 2/2026 and authorised by the FSA. 

A provider may be a pension fund manager, a life insurance company, an investment management company, an alternative investment fund manager, or a dedicated private pension payout company (i.e. joint-stock company). The payment architecture is based on two types of funds: programmed withdrawal payout funds and lifetime annuity payout funds, each established through a company contract and separately authorised by the FSA with no possibility for the payout fund to be declared bankrupt.

Main provisions of Norm 15/2026

Reaching beyond the provisions of Law 2/2026, Norm 15/2026 distinguishes between: 

• Newly established payout companies: which must have the minimum share capital provided for by Law 2/2026 at the time the authorisation application is filed.
• Existing providers: these authorised entities, which also wish to manage private pension payout funds, must be responsible for the additional minimum capital in addition to the existing capital required under the specific legislation governing their core activity.

Life insurance companies must additionally maintain the MCR threshold pursuant to Law 237/2015.

As per Law 2/2026, the minimum share capital required for the management of programmed withdrawal payout funds is the RON equivalent of EUR 1.5 million, calculated at the National Bank of Romania exchange rate on the date of payment of the share capital. The minimum share capital required for the management of lifetime annuity payout funds is the RON equivalent of EUR 4 million, calculated at the National Bank of Romania exchange rate on the date of payment of the share capital. A provider that manages both types of payout funds must hold a minimum share capital related to private pension payout activity representing the cumulative equivalent of the share capital provided above.

Importantly, the additional minimum capital must be fully subscribed and paid up by any entity seeking authorisation as a provider, and exclusively in cash, at the time of filing the authorisation application. After authorisation, transfers between the assets, liabilities, income, and expenses related to the pension payout activity and other authorised activities are prohibited.

Norm 15/2026 establishes strict rules on the origin of funds used as participation in the share capital. The FSA will examine:

• the origin of funds used as contribution to the share capital;
• the activities of the founders and shareholders;
• information on transactions and influences that could indicate non-compliance.

The share capital must originate from lawful sources, be constituted from own resources (not from credit, loans or third-party funds), must not be constituted through public subscription, and must not be encumbered.

Capital may not originate from:

• entities from states that Romania does not have diplomatic relations;
• jurisdictions without accounting and financial reporting obligations or that allow anonymous ownership;
• activities that violate Law No. 129/2019 on the prevention of money laundering;
• persons subject to international sanctions (GEO No. 202/2008);
• persons convicted of corruption, money laundering, fraud, tax evasion or other similar offences.

A founder or shareholder is not considered fit and proper if there are suspicions of money laundering, terrorist financing, or if they are established in a jurisdiction classified by the FATF as “non-cooperative”.

Any modification of the share capital (i.e. increase or decrease) requires the prior approval of the FSA. The share capital may not fall below the legal minimum during the provider’s operation.

Practical implications

The entry into force of Norm 15/2026 on 5 January 2027 requires market participants to undertake the following preparatory actions:

• Existing providers (private pension fund managers, life insurance companies, investment management companies, and alternative investment fund managers) wishing to enter the private pension payout market must plan their capital increase in advance, ensuring the availability of its own funds and compliance with the rules on origin.
• Newly established companies must structure their share capital from the outset in accordance with the new requirements, including identifying shareholders who meet the fit and proper criteria.
• Separation of assets: providers are prohibited from transferring between the assets/liabilities/income/expenses of the pension payout activity and other activities.

According to Law 2/2026, until the date of authorisation by the FSA of at least one programmed withdrawal payout fund, only entities authorised as private and occupational pension managers can carry out the payment of the assets of participants in private pension funds.

For more information on the legislative developments for the Romanian private pensions system, please contact your usual CMS contact or the CMS experts who contributed to this article: Cristina Popescu or Florentin Giurgea.