An NFI is an entity set up as a commercial company limited by shares, but which can only operate under special organizational conditions.
Branches of non-banking financial institutions from abroad may also be authorised and operate in Romania, also subject to compliance with special legal requirements compared to other branches that do not fall within the scope of this type of activity.
By exception, the applicable legislation in this matter allows certain types of entities whose activity is credit or whose activity is related to the sphere of credit activity, and these are:
– Pawnbrokers – may carry out, according to Law 93/2009, credit granting activities with the receipt of pledged goods;
– Mutual aid houses – may carry out, according to Law 93/2009, credit granting activities to members of non-profit associations organized on the basis of the free consent of employees/pensioners, in order to support their members with financial loans by these entities;
– Entities carrying out credit activity exclusively from public funds or made available to them on the basis of intergovernmental agreements – may carry out under Law 93/2009 credit granting activities, including but not limited to: consumer loans, mortgage loans, real estate loans, microcredits, financing of commercial transactions, factoring, discounting, forfeiting, financial leasing, issuing guarantees, assumption of guarantee commitments, assumption of financing commitments; other forms of financing of a credit nature.
How to set up an NFI?
As a rule, the NFI is established as a joint-stock company according to the provisions of Law 31/1990 and therefore we will consider the necessary documentation for the establishment of this type of company, namely:
- Reservation of the name, which must include the phrase: “non-banking financial institution” or abbreviated I.F.N;
- Articles of Association;
- Proof of payment of the share capital – at least the equivalent of 200.000 Euro – in a bank in Romania;
- Proof of ownership of space, head office – (in use or in property)
- Declaration of shareholders
- Declaration of administrators
- Declaration of the auditors
- Proof issued by the bank where the share capital was deposited that the company has an open account and that the initial share capital was deposited.
What are the conditions for the operation of an NFI?
In addition to the condition regarding the organizational form of the entity that will carry out lending activities under the NFI regime, we mention some of the basic conditions required by law for the establishment and operation of the non-bank financial institution.
The establishment of non-bank financial institutions shall be notified to the National Bank of Romania within 30 days from the date of registration in the commercial register or, as the case may be, from the date of registration in the Register of Associations and Foundations at the registry of the court in whose territorial district they have their registered office.
The notification procedure and conditions shall be established by regulations of the National Bank of Romania.
Non-banking financial institutions are obliged to communicate changes to the data and information contained in the documentation initially submitted, according to the regulations issued by the National Bank of Romania.
The name of an entity performing credit activity, under the terms of this law, shall include the phrase non-bank financial institution or its abbreviation, “I.F.N”. In the case of non-bank financial institutions subject to registration in the Register of Records (entities that may operate by exception in this field in a form other than joint stock companies), the inclusion in the name of the phrase non-bank financial institution or its abbreviation, I.F.N., is optional.
Non-bank financial institutions may carry out the following lending activities:
(a) granting credit, including but not limited to: consumer credit, mortgage credit, real estate credit, microcredit, financing of commercial transactions, factoring, discounting, forfeiting;
(b) financial leasing;
(c) issuing guarantees, underwriting commitments, underwriting financing commitments;
(d) granting of loans against pledged assets, i.e. pawnbroking;
(e) granting loans to members of non-profit associations organised on the basis of the free consent of employees/pensioners with a view to providing financial support to their members by means of loans by these entities, organised in the legal form of mutual benefit societies;
(f) other forms of financing of a credit nature.
Non-bank financial institutions may carry out related and ancillary activities connected with the performance of lending activities or the operation of the entity.
In so far as the activities envisaged fall within the scope of the lending activities included in the non-bank financial institution’s object of activity, it may carry out transactions under mandate and provide advisory services.
Non-banking financial institutions registered in the General Register may also carry out foreign exchange operations related to permitted activities, subject to compliance with all the conditions laid down in the relevant regulations.
Non-bank financial institutions may administer public funds granted as microcredit funds by government agencies, subject to the conditions laid down in Government Ordinance No 40/2000 on the accreditation of credit agencies for the administration of microcredit funds, approved with amendments and additions by Law No 376/2002, as amended.
Non-banking financial institutions registered in the Register may also carry out the activities provided for by the special legislation governing their activity, as well as the ancillary activities related to their performance.
Non-banking financial institutions entered in the general register may carry out non-financial transactions in relation to entities within the group on a fee or commission basis relating to activities necessary to support the operation of those entities.
Non-banking financial institutions may not have any activity other than that provided for in Law 93/2009.
The minimum share capital of non-bank financial institutions may not be less than the equivalent in RON of EUR 200,000, or EUR 3,000,000 in the case of non-bank financial institutions granting mortgage loans.
The National Bank of Romania may establish by regulations minimum share capital levels higher than the above, differentiated according to the type of activity of the non-bank financial institution.
The share capital of non-bank financial institutions must be fully paid up at the time of subscription, including in the event of an increase. The share capital shall be constituted and increased by contributions in cash and contributions in kind are not permitted.
Shares issued by non-bank financial institutions may be registered shares only.
Non-banking financial institutions are obliged to provide the National Bank of Romania with information on significant shareholders and the structure of the groups to which they belong, in accordance with the regulations issued in application of this law.
The establishment of non-bank financial institutions subject to registration in the General Register shall be notified to the National Bank of Romania within 30 days from the date of registration in the Commercial Register.