Obligation to accept modern payment methods introduced from 1 January 2026: The impact on the business environment in Romania

How the new rules introduced by Ordinance 193/2002 on modern payment instruments affect company formation and existing companies

The entry into force on 1 January 2026 of the amendments of the Ordinance no. 193/2002, in the consolidated version of 12 February 2026, changes the legal basis applicable to companies and professionals registered with the Trade Register by expressly extending the obligation to accept payments made through modern payment instruments and, at the same time, lays down clear conditions for the operation of the advance payment (deposit) service at payment terminals, including the contractual framework, user information requirements, and the separate recording of such transactions. This obligation derives from Article 1(1²), which targets independent professional and legal entities covered by Law no. 265/2022 on the Trade Register. A significant exception was also introduced under Article 1(1³), applicable to companies that carry out all payment and collection operations exclusively through accounts opened with credit institutions. At the same time, the sanctions regime is detailed and differentiated: refusal to accept modern payment instruments is sanctioned separately, and inspections and fines are applied by designated personnel within the ANAF control structures.

In this context, Pavel, Mărgărit and Associates Romanian Law Firm provides specialised legal services in commercial law to set up a company in Romania, company formation in Romania, and for any independent professionals already registered with the Trade Register. In practice, early legal involvement can minimise non-compliance risk, particularly where the project is new and involves activities such as start a business in Romania, starting up your own business in Romania, choosing the registered office, preparing for company incorporation, and ensuring you can reliably register your company when you open a limited company or set up a limited company online, and when you consider broader structuring options such as offshore company formation.

Business lawyer in Romania. The legal obligation introduced by the 01.01.2026 amendment to Ordinance 193/2002 and its implications for existing companies and newly formed companies

The obligation introduced as of 1 January 2026 applies, as a general rule, to all independent individuals or legal entities referred to in Article 4(1) of Law no. 265/2022 on the Trade Register, meaning professionals subject to registration with the Trade Register, regardless of whether we are dealing with an existing company or a new project in the process of company formation in Romania. At the procedural level, collections must be capable of being performed via modern payment instruments, and the absence of this capability exposes the company to administrative liability, especially in the event of an explicit refusal.

For companies, the obligation should be considered from the early design of the operational and financial structure of the business, including at the time of drafting the constitutional documents and preparing the registration formalities with the Trade Register, so that immediately after the company acquires legal personality under company law, it can demonstrate compliance through adequate contracts, clear internal procedures, and proper customer communications.

For existing companies, the same obligation must be embedded into internal procedures so that no refusal situations arise, because Article 3(1) (e) expressly sanctions the refusal of companies to accept modern payment instruments. The exception under Article 1(13) must be handled with caution: its application presupposes that all payment and collection operations are carried out exclusively via accounts opened with credit institutions, which in practice requires coherent internal policies and a collection model aligned with that condition.

Additionally, under the ordinance, card issuing and acquiring institutions must take the necessary measures to implement the advance payment (deposit) service at payment terminals alongside the purchase of goods and/or services, and the companies covered by Article 1(1) and Article 1(1²) may offer this service based on contracts concluded with acquiring institutions, with a duty to display visible signage and information on service costs. The advance granted must be clearly indicated on the receipt, cannot exceed 500 RON, transactions are treated as cash withdrawals from ATMs, fees are established by contract between the parties, and the merchant may charge the cardholder a fee of up to 1% of the amount of the advance granted.

A company formation lawyer can provide legal assistance for any company regarding Trade Register procedures, including to open a company in Romania, register a limited company, open a limited company, and set up a limited company online, as well as ensuring that the registered office and payment-compliance documentation are aligned with the new requirements; in the same context, a commercial lawyer, a corporate lawyer, and a business lawyer can support compliant company incorporation.

Corporate lawyer in Romania. Legal risks for existing companies that do not accept electronic payments. Sanctions, inspections and liability

The sanctions framework under the ordinance is relevant because it establishes distinct contraventions with differentiated fines depending on the specific conduct identified during an inspection. Refusal by companies to accept modern payment instruments constitutes an administrative offence under Article 3(1)(e) and is sanctioned by a fine ranging from RON 5,000 to RON 7,500 pursuant to Article 3(2)(a). In addition, failure to comply with the ordinance—namely, the non-fulfilment of the statutory obligation to accept modern payments, including the general obligation applicable to professionals and, as the case may be, the obligation to accept collections through a remote/online electronic payment system by public-utility service operators and public institutions—constitutes a separate administrative offence under Article 3(1)(d), sanctioned by a fine ranging from RON 20,000 to RON 50,000 pursuant to Article 3(2)(c).

The risks are not limited to the amount of the fine, because the finding and application of sanctions are carried out by designated personnel within the ANAF control structures, pursuant to Article 3(3). In practice, an operating company must avoid both a lack of compliance and refusal situations in the customer relationship, because these two scenarios may be interpreted and sanctioned differently, with a direct impact on operations.

Beyond the acceptance obligation itself, the ordinance provides that acquiring institutions have an obligation to install payment terminals and provide the necessary infrastructure within a maximum of 30 days from the request, under Article 2(1), and the covered companies must take the necessary measures to install terminals and enable the infrastructure, having the right to choose the acquiring institution, under Article 2(2). Consequently, the defence “we could not install” is difficult to sustain if the company cannot prove concrete steps and timely requests.

A commercial lawyer can assess each company’s position and prepare a structured plan for a company registered with the Trade Register, covering company formation in Romania, open a limited company, register a limited company, and set up a limited company online, ensuring that the statutory requirements are aligned with company law obligations and practical governance at the registered office. With assistance from a law firm incorporation, a business lawyer can provide ongoing support, while a company incorporation lawyer and a business incorporation lawyer can provide incorporation services and, where disputes arise from enforcement or customer claims, advise on commercial disputes and strategy.

Company incorporation lawyer in Romania. How the company formation procedure must be adapted to the new requirements on modern payment instruments

Adapting the procedure to set up a company in Romania must be done so that the obligation to accept modern payment instruments is integrated before collections begin, not after a problem arises. From the standpoint of Emergency Ordinance no. 193/2002, following the 2026 changes, the operationalisation stage must include the decision on the acceptance solution for modern payments and the initiation of the contractual relationship with the acquiring institution, bearing in mind that Article 2(1) provides a maximum 30-day term from request for the installation of terminals and the provision of the necessary infrastructure. The practical relevance is evident for companies because, in ordinary practice, many companies commence trading immediately after completion of registration formalities, and the risk of exposure to administrative sanctions may arise quickly if the company refuses, even implicitly, a payment through modern means.

For companies intending to rely on the exception under Article 1(13)—namely, the exemption from the obligation to accept payments through modern payment instruments for companies that “carry out all payment and collection operations exclusively through accounts opened with credit institutions”—the internal procedure must be properly tailored. In the absence of rigorous implementation, the “exclusivity” condition may become vulnerable during an inspection. For businesses operating with direct customer interaction, compliance is not limited to the technical implementation of an acceptance solution, but also entails clear internal procedures, staff training, and adequate customer information so that the situation cannot be classified as an administrative offence under Article 3(1)(e).

Similarly, for sole traders and professionals, when the process aims to start a business in Romania in an individual form, planning must be done prior to the commencement of activity and before the first customer, because the obligation under Article 1(1²) is assessed by reference to the company’s Trade Register status, and authority checks may target the concrete manner in which collections are performed from the earliest stages of business activity.

A business lawyer can assist with procedures regarding opening a company in Romania, register your company, register a limited company, and the process to set up a limited company online. In this context, a contract lawyer can structure the acquiring and service agreements, a company formation lawyer can guide the end-to-end company incorporation file, provide professional incorporation services from one of the best law firm incorporation, including offshore company formation and the process to incorporate a business for operations in Romania.

Commercial lawyer in Romania. Compliance strategies for company formation and active companies. Legal recommendations to avoid sanctions

An effective compliance strategy must start from two key coordinates: preventing any form of payment refusal and rigorously documenting the steps taken to implement the statutory obligation. As a matter of principle, the ordinance establishes the obligation to accept payments via modern means, and refusal is sanctioned separately with a fine ranging from RON 5,000 to RON 7,500. The legal risk becomes significantly higher where the conduct is framed as non-compliance with Article 1(1²), in which case the sanction may reach RON 20,000–RON 50,000 pursuant to Article 3(2) (c). In this context, companies must avoid not only the explicit refusal of a payment but also refusal generated by the absence of technical infrastructure or by the lack of adequate internal procedures.

Furthermore, Article 2(1) provides a maximum 30-day term from request for the installation of terminals and the provision of the necessary infrastructure, and Article 2(2) imposes on the company the obligation to take the necessary measures, with the possibility to choose the acquiring institution. Consequently, the company should be able to evidence the request filed, the correspondence exchanged, and the stage of implementation of the technical solution, in order to demonstrate good faith and diligence in the event of an inspection.

“The new measures regarding the obligation to accept payments through modern payment instruments must be handled with great care in order to avoid sanctions that may arise in the course of commercial activity,” stated Dr. Radu Pavel, Managing Partener of Pavel, Mărgărit and Associates Romanian Law Firm.

In conclusion, the amendments applicable as of 01.01.2026 to Ordinance no. 193/2002 impose, as a general rule, the acceptance of payments through modern payment instruments for individuals and legal entities subject to registration with the Trade Register, subject to a strict exception for companies that carry out all payments and collections exclusively through accounts opened with credit institutions. The sanctions regime differentiates between refusal to accept modern payment instruments and failure to comply with the acceptance obligation, with different levels of fines, while inspections and the application of sanctions are carried out by the ANAF control structures. Pavel, Mărgărit and Associates Romanian Law Firm recommends a tailored legal analysis for existing companies and for projects aiming to open a company in Romania and start a business in Romania, so that a company can avoid risks and properly organise its activity in line with the obligations to accept modern payments, including through support provided by a commercial lawyer, a corporate lawyer, a contract lawyer, and a business lawyer, as well as coordinated incorporation services provoded by a company formation lawyer, a company incorporation lawyer, and a business incorporation lawyer.

Pavel, Margarit and Associates Law Firm is one of the top law firms in Romania, providing high-quality legal services. The firm’s clients include multinational and domestic companies of great magnitude. In 2025, the law firm’s success stories brought it international recognition from the most prestigious international guides and publications in the field. As a result, Pavel, Margarit and Associates Law Firm ranked 3rd in Romania in the Legal 500’s ranking of business law firms with the most relevant expertise. The law firm is internationally recognized by the IFLR 1000 Financial and Corporate 2025 guide. Additionally, Pavel, Margarit and Associates Law Firm is the only law firm in Romania recommended by the international director of Global Law Experts in London in the Dispute Resolution practice area. All relevant information about Pavel, Margarit and Associates Law Firm can be found on the website www.avocatpavel.com.