Body
FinTechs belonging to this category operate crowdfunding, crowdinvesting and crowdlending platforms on which money is raised to invest in various projects, mainly start-up companies and real estate projects.
Crowdfunding is not a defined financial service, but generally used to describe donation-based crowdfunding (the investor donates the money to the project), reward-based crowdfunding (the investor receives an often symbolic consideration for his investment), equity-based crowdfunding (crowdinvesting: the investor participates in the profits of the financed project or acquires shares or debt instruments) or lending-based crowdfunding (crowdlending: the investor is reimbursed at the end of the project with or without interest).
Introduction
Attitude of the country towards crowdfunding, crowdinvesting and crowdlending platforms
As of August 2021, the Romanian Ministry of Finance has published for public consultation a draft law on crowdfunding activities. For the time being, the draft law is currently submitted with the Romanian Parliament.
Legal affairs
Obligations and requirements to provide crowdfunding, crowdinvesting and crowdlending platforms described above
Crowdfunding, crowdinvesting and crowdlending platforms are regulated under Regulation (EU) no. 2020/1503 on European crowdfunding service providers for business which entered into force as of 10 November 2021.
At the national level, the Ministry of Finance has drafted legislation which intends to establish additional measures including the designation of the competent authority, the penalty regime, the establishment of certain deadlines for the submission of documents for authorisation, the conditions for withdrawal of authorisation, requirements for publicity announcements, and the language in which the key investor information sheet can be made available to potential investors.
The draft law designates the Financial Supervisory Authority of Romania (the “FSA”) as the competent authority to carry out the functions and tasks under Regulation (EU) no. 2020/1503. To provide crowdfunding services, it will be necessary to obtain an authorisation from the FSA as a provider of crowdfunding services.
We expect that a Romanian legal entity applying for authorisation as provider of crowdfunding services shall be established as a joint stock company or limited liability company, in accordance with the provisions of Company Law no. 31/1990 and may be authorised by the FSA if it meets all the conditions set out in Article 12 of Regulation (EU) no. 2020/1503. Also, if any type of such platforms operates with personal data of individuals, a prior registration as a personal data operator with the National Supervisory Authority for Personal Data Processing is necessary.
Donation-based and reward-based crowdfunding: In principle, donation-based and reward-based crowdfunding activities should not fall under the legal framework of the capital markets or the crediting activities and therefore no specific license should be required. Platforms offering such services should nevertheless comply with any applicable data protection and consumer legislation requirements.
Investment-based crowdfunding: Although we are aware of relatively few crowdinvesting platforms operating in Romania, the setting up of a platform whereby investors may acquire shares and other transferable securities or admitted instruments for crowdfunding purposes may classify as a crowdfunding service or activity and consequently it would fall under the scope of Regulation (EU) no. 2020/1503. Activities which may fall under the provisions of Regulation (EU) no. 2020/1503 include: (i) the facilitation of granting of loans; (ii) the placing