Fintech 2026

ROMANIA Law and Practice Contributed by: Sergiu-Traian Vasilescu, Luca Dejan, Bogdan Rotaru and Ana-Maria Bută, VD Law Group

by MiCA, require issuers to publish white papers with technical, financial and risk disclosures. Industry standards often exceed legal minimums: vol - untary ESG reporting, enhanced cybersecurity proto - cols, and real-time trade surveillance are common. Among crypto-exchanges, even DEXs increasingly adopt KYC/AML practices, despite limited regulatory mandates. 6.5 Order Handling Rules For traditional financial instruments, Romanian invest - ment firms are subject to MiFID II obligations, trans - posed through Law No 126/2018 on financial instru - ment markets and ASF Regulation No 5/2019. These require firms to: • promptly and fairly execute client orders; • record, allocate and transmit client orders accu - rately and without undue delay; • prevent misuse of confidential information and manage conflicts of interest; and • apply best execution principles to ensure optimal outcomes for clients. Under MiCA, order handling rules have also applied to CASPs, which execute orders on behalf of clients. CASPs must: • handle and execute client orders promptly, fairly and professionally; • prevent the misuse of client information; • establish transparent, objective and non-discrimi - natory rules for order execution; and • ensure fair treatment of client orders, especially when dealing on own account. 6.6 Rise of Peer-to-Peer Trading Platforms The rise of P2P trading platforms challenges both traditional and fintech players in Romania. Traditional institutions face disintermediation and pressure to modernise, while fintechs must balance innovation with compliance. In terms of regulations, P2P platforms dealing in finan - cial instruments may fall under MiFID II and Law No 126/2018, requiring authorisation. Under MiCA, cryp - to-assets have been subject to the mandatory licens -

ing and conduct rules for CASPs since 30 December 2024. P2P models raise supervisory concerns around AML, investor protection and platform accountability, espe - cially when decentralised or operating across borders. The Romanian authorities are expected to apply a functional, substance-over-form approach in assess - ing compliance. 6.7 Rules of Payment for Order Flow Payment for Order Flow (PFOF) is generally restricted within the EU, including in Romania, due to its poten - tial to create conflicts of interest and impair best exe - cution. Under MiFID II, as implemented in Romania through Law No 126/2018, investment firms must act in the best interest of clients when executing orders. PFOF arrangements – where brokers receive fees from third parties (typically market makers) for routing client orders – are viewed as incompatible with this duty unless strict transparency and conflict management rules are met. In practice, EU regulators, including the Romanian ASF, follow ESMA’s guidance in discourag - ing PFOF. Several member states, such as Germany and the Netherlands, have introduced national bans, and the EU Retail Investment Strategy proposes an outright prohibition across the EU. Impact on Financial Markets These restrictions limit the development of US-style commission-free trading models in Romania. Bro - kers must rely on alternative monetisation models (eg, spread mark-ups, explicit fees), ensuring greater transparency and alignment with client interests. Under MiCA, CASPs executing orders on behalf of clients are subject to rules analogous to MiFID II, including the obligation to act honestly, fairly and professionally in the client’s best interest. While MiCA does not explicitly reference PFOF, any arrangement that could impair best execution or create unmitigated conflicts of interest may be scrutinised or prohibited by the competent authorities.

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