ROMANIA Law and Practice Contributed by: Sergiu-Traian Vasilescu, Luca Dejan, Bogdan Rotaru and Ana-Maria Bută, VD Law Group
3.2 Legacy Players’ Implementation of Solutions Introduced by Robo-Advisers In Romania, traditional banks and financial institu - tions are cautiously integrating robo-advisory solu - tions, primarily by partnering with fintech firms or developing in-house digital tools to automate invest - ment advice and portfolio management. These hybrid models blend robo-algorithms with human oversight to maintain compliance with EU regulations (like MiFID II), which require suitability checks and transparency. While adoption is still modest, legacy players are lev - eraging their existing customer trust to offer low-cost, user-friendly platforms – often via mobile apps – that appeal to younger, tech-oriented investors. 3.3 Issues Relating to Best Execution of Customer Trades In Romania, ensuring best execution for customer trades under the EU’s MiFID II rules remains a chal - lenge, especially with market fragmentation and varying liquidity across trading venues. Firms must prioritise factors like price, speed and costs, but con - flicts of interest arise when routing orders to affiliated brokers or favouring venues offering rebates. While banks and brokers use automated tools to monitor execution quality, smaller players often lack resources to analyse data effectively. Regulators, like the ASF, push for transparent execution policies and regular audits, but gaps persist – particularly in the crypto- markets, where price volatility and opaque platforms complicate compliance. Balancing client trust with operational costs can be a bit of a tightrope walk for local institutions. 4. Online Lenders 4.1 Differences in the Business or Regulation of Fiat Currency Loans Provided to Different Entities There are significant differences in how fiat currency loans are regulated in Romania, depending on wheth - er the borrower is an individual, an SME or a large business. These differences stem from consumer protection laws, banking regulations and commercial contract principles.
For individuals (consumers), loans are strictly regu - lated under OUG 50/2010 for general consumer credit and OUG 52/2016 for mortgage loans. These laws ensure transparency, interest rate caps, the right to early repayment, and protection against abusive clauses. Consumer loans must disclose the APR, and individuals have a 14-day withdrawal right. For small businesses (SMEs), loans are governed by general contract law and banking regulations but lack the strict protections applicable to consumer credit. Interest rates and fees are negotiable, and banks assess credit risk based on financial viability. SMEs often rely on collateral and personal guarantees, and government-backed programmes like “IMM Invest” or “Start-Up Nation” offer financial support. Unlike con - sumers, SMEs cannot challenge unfair contract terms under consumer protection laws. For large businesses and corporations, loan agree - ments are highly flexible, governed primarily by con - tract law and banking regulations. There are no caps on interest rates, and financing options include loans, structured credit and capital market instruments. 4.2 Underwriting Processes In Romania, underwriting processes vary based on the type of borrower, with consumer loans being the most regulated, while SME and corporate loans allow for more flexibility. For individuals, regulations like OUG 50/2010 and OUG 52/2016 mandate a creditworthiness assess - ment, checking income (via the ANAF), credit his - tory and debt-to-income ratios (capped by the BNR). Mortgages require collateral evaluation, and interest rates are risk-based, but within regulatory limits. For SMEs, underwriting is less standardised, but includes financial statement analysis, credit history (CRC), collateral evaluation and business viability checks. Government-backed programmes like IMM Invest ease collateral requirements. For corporates, underwriting is more complex and involves financial due diligence, industry risk analy - sis, credit ratings, and structured financing. Loans are
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