ROMANIA Law and Practice Contributed by: Sergiu-Traian Vasilescu, Luca Dejan, Bogdan Rotaru and Ana-Maria Bută, VD Law Group
2.16 Reverse Solicitation Reverse solicitation is recognised in Romania in the context of financial services and other regu - lated products, but there are specific conditions attached to it. According to this mechanism, a service provider from abroad can offer certain regulated products or services to Romanian clients without bringing forth domestic regula - tions, provided however that this is initiated by the client and not actually solicited or marketed actively by the provider within Romania. For the mechanism to apply, the client must approach the provider entirely on their own, without the provider ever having made any direct solicitation, advertisement or promotional efforts in Romania. However, this exemption is narrow, and regula - tors will pay strict attention to arrangements of this kind to ensure that no indirect solicitation or marketing efforts are occurring within the juris - diction. Further, the foreign provider must still follow any regulations from their home jurisdic - tion 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 would surely lead to using different types of business models due to their respective regulatory and economic environ - ments. Because security tokens are considered securities, full compliance comes with the cave - ats of having to engage expensive specialists, compliance with the financing sample’s dis - closure requirements, and the assumption of vector transfer restrictions by the appropriately supervised financial authority. Consequently, the business models in this division revolve around
controlled issuance stages, custodial adminis - trations and exchange frameworks operating under the supervision of monetary specialists, joining KYC/AML strategies to ensure compli - ance with administrative rules. On the other hand, cryptocurrencies, typically used as a means of trading or store of value, are essentially represented by money-related services and AML directives instead of securi - ties laws. Business models in this space empha - sise exchange productivity, liquidity and decen - tralised back-end (DeFi), frequently leveraging decentralised transactions, rate preparation agreements and algorithmic governance struc - tures. These models prioritise customer acces - sibility, automation and minimal reliance on inter - mediaries, aligning with the decentralised nature of cryptocurrencies. These qualifications require businesses to have tailored procedures that adapt to the regula - tory requirements and market dynamics of each asset class. Advertising compliance, securities and positioning play a crucial role in shaping sustainable and legitimately viable business operations in the evolving digital asset environ - ment. 3.2 Legacy Players’ Implementation of Solutions Introduced by Robo-Advisers In Romania, traditional banks and financial insti - tutions are cautiously integrating robo-advisory solutions, primarily by partnering with fintech firms or developing in-house digital tools to automate investment advice and portfolio man - agement. These hybrid models blend robo- algorithms with human oversight to maintain compliance with EU regulations like MiFID II, which require suitability checks and transpar - ency. While adoption is still modest, legacy players leverage their existing customer trust
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