ROMANIA Law and Practice Contributed by: Alexandru Stanescu, Simina Negulescu, Anca Popan and Mihai-Cristian Huială, Lexters
2.5 Market Abuse MiCA creates a market abuse framework for crypto- assets admitted to trading or for which admission to trading has been requested. The prohibited behav- iours are insider dealing, unlawful disclosure of inside information and market manipulation. This brings crypto-asset markets closer to the traditional securi- ties model. The framework is similar in policy to the Market Abuse Regulation applicable to financial instruments, but it is adapted to crypto-asset markets. It must deal with pseudonymous trading, social media announce- ments, token treasury activity, thin liquidity, govern- ance events, protocol changes, smart contract vul- nerabilities and issuer information that may not be published through traditional regulated information systems. For tokenised securities that qualify as financial instru- ments, the traditional market abuse regime continues to apply. MiCA is not a substitute for Regulation (EU) No 596/2014 on market abuse (MAR) where the token is a security. The same token can therefore be outside MiCA for classification purposes but still subject to strict capital markets rules. In practice, issuers and CASPs should adopt insider lists, announcement controls, treasury dealing poli- cies, market monitoring, conflict procedures and social media approval processes. A small token pro- ject may not look like a listed company, but once its token is traded, information asymmetry can become a regulatory issue. 2.6 Non-Compliance Non-compliance with regulatory requirements in place can lead to administrative, civil, criminal, AML, tax and consumer protection consequences. However, to date, Romanian authorities have not publicly taken enforce- ment action against crypto-asset platforms servicing Romanian users. Enforcement activity has been lim- ited to criminal contexts, including tax evasion, money laundering, cybercrime and investment fraud, rather than formal authorisation breaches. This position is expected to change once the national MiCA frame- work is adopted. Under Article 111 of MiCA, member states must ensure maximum administrative fines of at
least EUR5 million or 5% of annual turnover for legal persons and at least EUR700,000 for natural persons, subject to uplift to at least twice the profits gained or losses avoided. Romania has not yet enacted imple- menting legislation for this sanctions regime, but it is mandatory and is expected to be operationalised for the ASF and BNR within the next 12 months. 3. Licensing and Set-Up Requirements 3.1 Licensing Requirements A MiCA authorisation is required to provide crypto- asset services in or into Romania on a business basis, unless an exemption or the MiCA transitional regime applies. The Romanian trigger will normally be the provision of a MiCA crypto-asset service from Roma- nia, through a Romanian entity, or into Romania by targeting Romanian clients. Licensing Trigger and Territorial Scope Targeting indicators (Romanian-language marketing, local payment rails, Romanian effective management or a local operating company) and the limits of reverse solicitation under Article 61 of MiCA are discussed in 4.1 Marketing ; the interaction with the transitional regime is addressed in 2.2 Crypto-Asset Regulatory Frameworks . Transitional Regime and Parallel Licensing Existing Romanian operators may rely on the MiCA transitional regime described in 2.2 Crypto-Asset Regulatory Frameworks , provided they were operat- ing in accordance with applicable national law before 30 December 2024. In practice, this requires careful evidence of AML registration or compliance, service history and the exact services provided. The transi- tional regime does not create a passport and should not be treated as equal to full MiCA authorisation. Other licences may be required in parallel, as dis- cussed in 2.2 Crypto-Asset Regulatory Frameworks and 2.3 Regulated Firms and Legal Wrappers . Pay- ment services, EMT related services, e-money issu- ance, investment services, crowdfunding, consumer credit and fund management can each trigger their own rules independently of MiCA.
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