registering an SRL in Romania Archives - Pavel, Margarit and Associates

CAEN Rev.3 vs. CAEN Rev.2. CAEN codes when starting a company: how to choose correctly when incorporating a limited liability company (SRL) in Romania? The deadline for updating CAEN codes to Rev.3 has been extended. Accordingly, companies that had not completed the update by 25 September 2026 now have until 1 April 2027, pursuant to Government Decision No. 788 of 1 October 2026. This period can be used to check the correspondence between CAEN Rev.2 and CAEN Rev.3, for both the main business activity and secondary activities. A company that chooses an inappropriate CAEN code may encounter difficulties in obtaining authorisation or accessing certain funding. If the discrepancy is accompanied by carrying out an activity without the authorisations required by law, inspections by the authorities may result in the imposition of penalties under the relevant legislation. A classification error alone does not automatically trigger these penalties. For newly incorporated companies in Romania, choosing CAEN codes should start with the activities that the entrepreneurs actually intend to carry out. A lawyer specialising in SRL incorporation can assist with defining the company’s business activities, checking authorisation requirements and preparing the documents required for company registration. In this context, Pavel, Mărgărit and Associates Law Firm can assist with incorporating an SRL in Romania, from verifying the classification of business activities to preparing the necessary documents, so that the incorporation of the company or amendments to its registered particulars are based on correctly defined business activities. For existing companies, a lawyer can assist with amending CAEN codes and completing the necessary formalities with the Trade Register. CAEN codes 2026. What happens if a CAEN code does not reflect the company’s business activity? Persons carrying out activities that do not correspond to their selected CAEN codes may be penalised if the conduct meets the statutory conditions for an unlawful economic activity under Article LVI paragraphs (4) and (9) of Law No. 296/2023, with fines ranging from: RON 5,000–35,000 for legal persons RON 2,000–15,000 for natural persons In these situations, Article LVI paragraph (10) of Law No. 296/2023 provides for the confiscation of goods intended for use in, used in or resulting from the administrative offence, as well as sums of money and goods obtained through its commission. Carrying out an activity without the necessary authorisations may also lead to its suspension if the legislation applicable to the sector provides for this measure. These penalties do not automatically apply merely because an incorrect CAEN code has been selected. The provisions of Law No. 296/2023 provide for the confiscation of goods intended for use in, used in or resulting from the administrative offence, as well as money and goods obtained through its commission. Assigning a code that does not accurately reflect the activity carried out may lead to the suspension of that activity, provided that the legislation applicable to the sector permits this measure. Such situations can be prevented if the selected codes reflect the company’s business activities as accurately as possible. A tax lawyer in Romania can assist with choosing CAEN codes in 2026. CAEN Rev.3 vs. CAEN Rev.2: comparative table of the main changes A brief comparison of the CAEN code versions, namely CAEN Rev.2 and CAEN Rev.3, shows that the version that came into force in Romania in January 2025 better reflects current economic realities, as specific CAEN codes have been added. As regards the CAEN codes that have undergone changes, these have been subdivided, aggregated or recoded. A lawyer specialising in SRL incorporation in Romania can assist you with preparing the documentation required to update the company’s business activities, submitting the application for registration of amendments with the National Trade Register Office (ONRC) and obtaining proof of registration. Aggregated CAEN Rev.3 codes 2026: where are the activities now classified? Aggregation means combining several distinct codes from the previous version of the classification into a single new code. The purpose of this process is to eliminate similar CAEN codes and bring them together under a single code. One example of aggregation in CAEN Rev.3 is the consolidation of activities previously classified under codes 2051 (Manufacture of explosives), 2052 (Manufacture of glues) and 2053 (Manufacture of essential oils) into class 2059 (Manufacture of other chemical products n.e.c.). Thus, activities that had distinct codes in CAEN Rev.2 are now included in a single class. Aggregation represents a reorganisation of the classification, rather than the disappearance of the activities concerned. Another example of aggregation concerns the furniture industry. CAEN Rev.2 codes 3101 (Manufacture of office and shop furniture), 3102 (Manufacture of kitchen furniture), 3103 (Manufacture of mattresses and mattress supports) and 3109 (Manufacture of other furniture n.e.c.) have been brought together in CAEN Rev.3 under code 3100 – Manufacture of furniture. Thus, the new classification groups into a single class activities previously differentiated according to the type of furniture manufactured. CAEN Rev.2 codeCAEN Rev.3 code9511 – Repair of computers and peripheral equipment9512 – Repair of communication equipment9510 – Repair and maintenance of computers and communication equipment0163 – Post-harvest crop activities0164 – Seed processing for propagation0163 – Post-harvest crop activities and seed processing for propagation1411 – Manufacture of leather clothes1424 – Manufacture of leather clothes and fur apparel1431 – Manufacture of knitted and crocheted hosiery1439 – Manufacture of other knitted and crocheted apparel1410 – Manufacture of knitted and crocheted apparel Identifying the corresponding code in CAEN Rev.3 is the starting point for the update. The next step is to check which activities the new class includes or excludes and whether they correspond to the services or products offered by the company. A corporate lawyer in Romania can assess whether updating the codes is sufficient or whether amendments to the company’s business activities, authorisation checks or changes to its corporate documents are required. Legal assistance is particularly useful when an old code corresponds to several new codes or when the company is expanding its business activities. CAEN codes subdivided in Rev.3: when does an old code correspond to several new codes? Subdivision means that a CAEN code has been split into several new codes to reflect certain economic activities more specifically. In CAEN Rev.3, some classes have been subdivided. For example, the activities included in class 4120 – Construction of residential and non-residential buildings under CAEN Rev.2 have been allocated under CAEN Rev.3 in Romania, according to their specific nature, as follows: 4100 – Construction of residential and non-residential buildings, 4399 – Other specialised construction activities n.e.c. and 9130 – Conservation, restoration and other support activities for cultural heritage. CAEN Rev.2 codeCAEN Rev.3 code6311 – Data processing, hosting and related activities6020 – Television programming, broadcasting and video distribution activities6039 – Other content distribution activities6310 – Data processing, hosting and related activities3511 – Production of electricity3511 – Production of electricity from non-renewable sources3512 – Production of electricity from renewable sources3516 – Storage of electricity A lawyer specialising in SRL incorporation in Romania can assist you both with choosing the CAEN code when setting up your company and with amending a CAEN code. Recoded CAEN Rev.3 codes. Which activities have been reclassified? CAEN Rev.3 vs. CAEN Rev.2. Recoding means assigning a new code number without changing the scope of the business activity. This change may occur when an activity is reclassified under a different category but essentially retains the same meaning, as follows: CAEN Rev.2 codeCAEN Rev.3 code6420 – Activities of holding companies6421 – Activities of holding companies5813 – Publishing of newspapers5812 – Publishing of newspapers4110 – Development of building projects6812 – Development of building projects6201 – Custom software development activities (client-oriented software)6210 – Custom software development activities (client-oriented software) There have also been cases in which certain classes were recoded. In practice, they were assigned a new code number without any change to the scope of the business activity. This change may occur when an activity is reclassified under a different category but essentially retains the same meaning. “Adapting to the new CAEN codes in Romania is not only a legal requirement but also a strategic step for any business. Failure to meet the compliance deadline may hinder the company’s development, and this risk can be avoided through appropriate legal advice,” stated Dr Radu Pavel, Attorney-at-Law, Managing Partner of Pavel, Mărgărit and Associates Romanian Law Firm. Commercial lawyer in Romania. Where should an application to amend a CAEN code be submitted? The Trade Register Office offers alternatives to the traditional method of submitting documents in person to the Trade Register Office attached to the tribunal with territorial jurisdiction over the company’s registered office, namely submission by post or online through the ONRC services portal. If the legal person chooses to complete and submit the documents through the portal, it is important to note that they must be signed using an electronic signature. Accordingly, a CAEN code amendment may be made at any time during the existence of a legal entity or the operation of an authorised natural person (PFA) in Romania, and the procedure should not be difficult as long as all provisions of Companies Law No. 31/1990 are complied with. However, legal assistance and representation provided by a lawyer specialising in the registration of amendments with the ONRC or a Trade Register lawyer give you assurance that all documents are up to date and submitted within the applicable deadlines. Pavel, Mărgărit and Associates Romanian Law Firm offers a wide range of legal services, including advice on updating CAEN codes, drafting the related documentation, SRL incorporation services and more. A commercial lawyer from our team can assist you with all the necessary steps to conduct business in Romania in compliance with the Companies Law. Do not navigate these challenges alone. Contact us today for expert assistance tailored to your needs. Contact Us In light of the matters mentioned above, the new regulations on updating CAEN codes represent an essential adjustment to the continually evolving business environment and provide a more business-friendly legislative framework, while also creating significant opportunities for setting up companies in Romania. The introduction of new CAEN codes creates a more attractive investment environment, encouraging prospective entrepreneurs to take the necessary steps towards incorporating an SRL in sectors with high growth potential. For these reasons, Pavel, Mărgărit and Associates Romanian Law Firm recommends seeking assistance from a commercial lawyer or a lawyer specialising in CAEN codes, who can provide legal advice throughout the process of updating the company’s business activities in accordance with CAEN Rev.3 by identifying the appropriate CAEN codes and preparing the documents required for adding a CAEN code or registering a company with the Trade Register in Romania.

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CAEN Rev.3 vs. CAEN Rev.2: which codes are changing and which are being eliminated? How to choose the right code for your company in Romania

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