ROMANIA Law and Practice Contributed by: Sergiu-Traian Vasilescu, Luca Dejan, Bogdan Rotaru and Ana-Maria Bută, VD Law Group
sonnel. Unregulated fintechs do not have to comply directly with AML requirements, but there is still some pressure from regulators and financial institutions on these companies, since if they do come up short in terms of AML performance, this could well hamper their access to payment services or healthy banking relationships. Due to the character and tightening nature of regulation, both regulated and unregulated companies must seek a balance between innovation and compliance, with the further premise that their operations should not unwittingly allow illicit activities, or violate international sanctions. 2.15 Financial Action Task Force (FATF) Standards AML rules and sanctions in Romania are in line with FATF standards. As a member of the EU, Romania is covered by the EU AML directives, which are mainly based on FATF recommendations. The measures include CDD, suspicious transaction reports, and preventative measures on freezing the assets of per - sons subject to sanctions. The risk-based approaches prescribed by the FATF in a regulatory framework are to bind all financial institutions, including fintechs, in assessing and mitigating money-laundering and ter - rorist-financing risks for these institutions, to which Romania commits under the FATF’s Mutual Evaluation Process for AML and sanctions standards set by the country in line with best international standards. 2.16 Reverse Solicitation Reverse solicitation is recognised in Romania in the context of financial services and other regulated prod - ucts, but there are specific conditions attached to it. According to this mechanism, a service provider from abroad can offer certain regulated products or ser - vices to Romanian clients without incurring sanctions, provided that this interaction is initiated by the client and is not the result of solicitation or active marketing by the provider within Romania. For the mechanism to apply, the client must approach the provider entirely of their own accord, without the provider ever hav - ing made any direct solicitation, advertising or pro - motional efforts in Romania. However, this exemption is narrow and regulators will pay strict attention to arrangements of this kind to ensure that no indirect solicitation or marketing efforts are occurring within the jurisdiction. Further, the foreign provider must still
follow any regulations from their home jurisdiction and may have to assess if they are subject to any EU or Romanian regulations, depending on the nature of the services provided. 3. Robo-Advisers 3.1 Requirement for Different Business Models The core distinctions between security tokens and cryptocurrencies, and their respective regulatory and economic environments, make it necessary to use different types of business models. Because secu - rity tokens are considered securities, full compliance comes with the caveats of having to engage expen - sive specialists, compliance with the financing sam - ple’s disclosure requirements, and the assumption of vector transfer restrictions by the appropriately super - vised financial authority. Consequently, the business models in this division revolve around controlled issu - ance stages, custodial administration and exchange frameworks operating under the supervision of mone - tary specialists, joining KYC/AML strategies to ensure compliance with administrative rules. On the other hand, cryptocurrencies, typically used as a means of trading or storing value, are essen - tially represented by money-related services and AML directives instead of securities laws. Business mod - els in this space emphasise exchange productivity, liquidity and decentralised back-end finance (DeFi), frequently leveraging decentralised transactions, rate preparation agreements and algorithmic governance structures. These models prioritise customer acces - sibility, automation and minimal reliance on interme - diaries, aligning with the decentralised nature of cryp - tocurrencies. These qualifications require businesses to have tai - lored procedures adapted to the regulatory require - ments and market dynamics of each asset class. Advertising compliance, securities and positioning play a crucial role in shaping sustainable and legiti - mately viable business operations in the evolving digi - tal asset environment.
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