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ICO / token sale
Companies and projects have increasingly relied on the sale of digital assets, or tokens, as a means of fundraising. These tokens generally do not grant the holders an ownership interest in the issuing company or project, but may provide governance rights, access rights or other utility. This has been conducted through public sales known as initial coin offerings (ICOs), proliferation through token generation events (TGEs) or private sales, among other mechanisms.  While showing characteristics of traditional methods of fundraising, there are a range of unanswered questions related to the legal classifications of such products. As ICOs and TGEs will usually be distributed online and internationally, there is usually no single legal framework applying to such transaction, and the legal framework of each market in which the tokens may be offered or sold needs to be considered.


Attitude of the country towards ICOs/token sales

To our knowledge, we are not aware of any social or political pressures made with respect to the ICOs / token sale market in Romania.

Legal affairs

Presence of any explicit regulation on ICOs and the issuance of token/coins

As of 2022, there is no explicit regulation with respect to ICOs and the issuance of tokens/coins in Romania.

Presence of any explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins

There are no explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins in Romania.

Obligations and requirements to issue token/coins

No license is required, to the extent the tokens/coins do not fall into the category of regulated securities, investment products or payment instruments.

However, pursuant to the provisions of Law no. 243/2019 on the regulation of alternative investment funds (which transposed provisions of the AIFMD in Romania), an alternative investment fund is used to raise capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors. Depending on its structure, an ICO scheme could qualify as an alternative investment fund, with the ICO’s whitepaper serving as the investment policy, and as a result, the companies involved in the ICO scheme may fall into the scope of Law no. 243/2019, and therefore must comply with the rules relating to capital, operations and organisation and transparency requirements.

Classification of token/coins in the jurisdiction

As mentioned above, the Romanian law does not provide for any specific regulations on tokens/coins. However, depending on the structure of the projects underlying the tokens/coins, such instruments may fall into a regulated category of products. From this perspective, depending on the structure of the tokens/coins, such instruments could be included in the category of financial instruments (such as securities or investment products).

Presence of a duty to publish a prospectus bevor offering token/coins to investors

The Financial Supervisory Authority of Romania (the “FSA”) has not imposed any rules related to the obligation to publish a prospectus before offering tokens/coins to investors, yet. However, Regulation (EU) no. 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market is binding in all member states, including Romania, and was implemented by Law no. 24/2017 on issuers of financial instruments and market operations. To the extent the tokens/coins would be regarded as financial instruments (such as securities or investment products), the issuers of the tokens/coins would have to comply with the provisions of the regulations mentioned above. In this case, a prospectus wo
uld have to be published prior to being offered to the public.

Also, depending on the structure of the ICO, the coins or tokens could fall within the definition of a transferable guarantee and could therefore require the publication of a prospectus, which must be submitted for approval by ASF.

Presence of AML/KYC requirements that are needed to be fulfilled regarding (i) the initial issuance of token/coins and (ii) any following transfer of token/coins to third parties

Pursuant to the provisions of Law no. 129/2019, as of 15 July 2020, providers of exchange services between virtual currencies and fiat currencies and providers of digital wallets are required to apply KYC and risk management measures in relation to money laundering and terrorist financing. The main AML/KYC obligations of the entities concerned are (1) reporting obligations – suspicious transaction reports must be sent immediately to the National Office for Preventing and Combating Money Laundering (“OPCSB”); non-suspicious transactions equivalent in value to at least EUR 10,000 must be reported to the OPCSB; (2) customer due diligence and KYC checks; (3) reporting of ultimate beneficial owners – entities must have the necessary technological infrastructure to support electronic identification and verification; and (4) information sharing obligations – entities must collate, store and synthesise the information internally to enable data to be retrieved in a timely manner when needed or requested by authorities.

If the issuers of the tokens/coins would not fall into the above-mentioned categories (such as providers of exchange services between virtual currencies and fiat currencies and providers of digital wallets), then the AML/KYC requirements to be fulfilled on the initial issuance and following transfer of tokens/coins are those generally applicable to any entity operating in Romania, i.e. the issuers of the tokens/coins would only have to fulfill AML/KYC requirements if they would accept cash payments which, in aggregate, would exceed the equivalent of EUR 10,000.

Additional comments regarding (i) the legal situation for ICOs/token/coins and (ii) any following transfer of token/coins to third parties

Companies operating in this business area should be aware of the fact that Romanian credit institutions are rather reserved in entering into business relationships with firms operating in the crypto currency/ICOs area. Some of the firms operating crypto currency exchanges in Romania have faced difficulties in opening and maintaining bank accounts with the Romanian banks due to this fact.

Economic conditions

Market size for ICOs/token sales and existence of any previous regulated ICO/token sales in the jurisdiction

We did not identify any data regarding the size of the ICOs market in Romania, however according to public data, between January-February 2018, a total number of 26 ICOs have been launched in Romania. One of the biggest ICOs launched in 2021 in Romania raised USD 9,000,000 (Humans Token). According to publicly available information, no regulated ICO/token sales have taken place in Romania.

Additional comments regarding the economic situation for ICOs/token sales or what companies must be aware of in this business area




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