ROMANIA Trends and Developments Contributed by: Alexandru Stanescu, Simina Negulescu, Stefan Gheorghe and Ioana Vișan, Lexters
This draws a natural parallel with the joint stock com- pany model, where the shareholder register is filed periodically with the Trade Registry. Blockchain simply allows the rapid transfer of share ownership, with the company regulating how transfers occur and the reg- ister being updated accordingly. Structured this way, the investor may not even notice that blockchain is operating in the background. A typical structure usually includes: • an asset-holding SPV, generally incorporated per asset; • an investor or issuer layer, depending on transfer- ability needs; • corporate documents governing investor rights, transfers, exits, distributions and governance; • tokenholder terms and offer documentation explaining the legal nature of the rights; • KYC/AML gating and transfer restrictions, especial- ly where secondary transfers are envisaged; and • a platform, custody and technical layer aligned with the legal structure. The “decentralised crowdfunding” analogy is useful, but should be approached with care rather than avoid- ed. Decentralisation does not remove the need for a legal wrapper, and Romanian law looks at substance over form: AML, consumer protection and similar rules apply regardless of how the product is labelled. These are not blockers – they are points to address through the right contracts, structure and disclosures. Where the model involves secondary trading, public offers, payment flows, custody, or a CASP, Markets in Financial Instruments Directive II (MiFID II) or crowd- funding component, those are assessed as separate workstreams. For centralised crowdfunding platforms, the EU Crowdfunding Service Providers Regulation (ECSPR) adds its own authorisation, disclosure and investor protection layer – and where such a platform uses tokenised instruments, both the ECSPR and the applicable token classification analysis must be aligned from the outset. Prediction Markets in Romania Prediction markets are platforms that allow partici- pants to trade on the outcomes of future events, with market prices aggregating collective expectations
and functioning as probabilistic forecasts. Blockchain plays a central enabling role as: • smart contracts govern the creation, execution and settlement of positions without a centralised intermediary holding user funds; • collateral is locked in self-executing code, trades are matched and settled peer-to-peer directly on the network; • outcomes are resolved automatically through an oracle layer that pulls and verifies real-world data from external sources; • settlements are near-instantaneous, transparent and not contingent on any single party’s action; and • crypto-assets, typically stablecoins, serve as settlement currency, enabling continuous, cross- border operation. Prediction markets do not yet have a settled legal classification. Across jurisdictions, regulators have approached them in the following two ways. • Gambling framework – on the basis that partici- pants stake value on uncertain outcomes. • Financial instruments – given structural similarities to event contracts and derivatives. In Romania, regulators currently tend to classify pre- diction markets under the gambling framework, as the gambling monopoly legislation’s broad definitions capture activities where participants stake value on uncertain outcomes. For operators active in Romania, where the objective is to stay outside the gambling framework, the starting point is marketing. Platform communications should avoid language like odds, bets, prizes, or winnings – language that aligns with gambling definitions. Terms and conditions should describe the product for what it is: a market where outcomes are driven by users, not by a house. Beyond communications, structural choices matter too: how participation is framed, what types of events are offered, and whether the platform’s fee model could be read as a commis- sion on gambling activity are all relevant to how regu- lators will approach the product.
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