ROMANIA Law and Practice Contributed by: Alexandru Stanescu, Simina Negulescu, Anca Popan and Mihai-Cristian Huială, Lexters
4.2 White Labelling White label structures are possible in Romania, but MiCA does not allow an unlicensed firm to perform crypto-asset services by “borrowing” the licence of an authorised CASP. The authorised CASP must remain the entity providing the regulated service and must retain responsibility for the client relationship, disclo- sures, safeguarding, complaints, regulatory reporting and compliance. A white label model is more defensible where the unli- censed firm provides technology, branding, distribu- tion support or other non-regulated services, while the CASP contracts directly with the client and per- forms the regulated activity. The structure becomes risky where the unlicensed firm controls onboarding, custody, order execution, advice, complaints or cli- ent communications in substance, as it may itself be treated as providing crypto-asset services without authorisation. Client-facing documentation should clearly identify the authorised CASP, the role of the white label part- ner, the entity holding crypto-assets or funds, the applicable terms and the complaints route. DeFi is permitted in Romania, and there is no Roma- nian statute that prohibits decentralised protocols, DAOs (decentralised autonomous organisations), non-custodial wallets or smart-contract-based finan- cial applications. DeFi projects can be structured and launched lawfully, and the EU regulatory framework provides a workable foundation for doing so – provid- ed the compliance architecture is built into the project from the outset. MiCA recognises that fully decentralised services without an identifiable intermediary may fall outside its scope, but the carve-out requires careful design: where a founder, operator, front-end provider, govern- ance body, treasury controller or other identifiable per- son performs a MiCA, payment, investment or credit activity, authorisation and conduct requirements may still apply. Even where no licence is required, AML, 5. Decentralised Finance 5.1 Ability to Use DeFi
KYC, sanctions and travel-rule controls should be built in, particularly for protocols interacting with regu- lated counterparties. Centralised finance firms can use DeFi infrastructure, but must address custody, private-key control, smart- contract risk, AML and sanctions screening, liquidity, conflicts, outsourcing, operational resilience, client disclosure and valuation as part of integration. A regu- lated entity cannot set aside its obligations by rout- ing activity through a decentralised protocol; properly structured, DeFi components can be integrated into a regulated service model without disturbing the firm’s authorisations. 5.2 DeFi Structures DeFi structures in Romania are built using established corporate vehicles rather than a bespoke DAO form. A DAO may exist technically, through smart contracts and governance rules, but Romanian law does not recognise DAOs as a separate legal form and a pro- ject will not have legal personality only because it is described as one. This creates uncertainty around ownership of assets, capacity to contract, tax resi- dence, governance and liability. Where there is no incorporated entity, founders, developers or active participants may be exposed to personal liability under general civil law principles. In practice, Romanian DeFi projects usually need at least one legal layer. A Romanian limited liability com- pany is the most common vehicle for development, operations, employees, IP ownership and commer- cial contracts. A separate issuer or SPV may be used where tokens, assets or financing flows are involved, and foundations are sometimes considered for treas- ury or governance functions, though Romanian non- profit structures are not always suitable for commer- cial token economics. The structure should be built around the function performed by each entity, with separate entities for protocol development, front-end operation, token issuance and regulated services. This separation is useful only if it reflects reality: a Romanian company cannot avoid MiCA or payment services rules if, in substance, it operates custody, exchange, transfer, trading, advice or payment flows. Capital, governance and authorisation requirements
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