ROMANIA Law and Practice Contributed by: Sergiu-Traian Vasilescu, Luca Dejan, Bogdan Rotaru and Ana-Maria Bută, VD Law Group
ments, including issuer authorisation, reserve asset rules and transparency obligations. Utility tokens, which provide access to specific ser - vices or products, are subject to lighter rules, primarily focusing on White Paper disclosures and consumer protection, unless they exhibit investment-like features. In contrast, security tokens, which qualify as financial instruments (eg, representing shares or bonds), fall under Romania’s capital markets law (Law 126/2018), implementing the EU’s MiFID II framework. These tokens require authorisation from the ASF, compliance with prospectus rules and adherence to investor protection and market abuse standards. 6.3 Impact of the Emergence of Cryptocurrency Exchanges The rise of cryptocurrency exchanges has driv - en Romania to align with the EU’s MiCA since December 2024. Centralised exchanges (CEXs) now require licensing as CASPs, complying with transparency, custody and AML rules under Law 129/2019. DEXs remain a regulatory challenge due to their non-custodial nature, though MiCA may apply if they involve identifiable operators. While CEXs face strict oversight (eg, transaction monitoring, investor disclosures), DEXs operate in a grey area unless offering regulated services like staking. Romania’s regulators, guided by EU standards, are exploring updates to address DeFi risks, but current rules focus on centralised platforms. 6.4 Listing Standards In Romania, listing standards for regulated mar - kets (eg, Bucharest Stock Exchange) follow EU directives like MiFID II and the Prospectus Regu - lation, requiring issuers to publish approved pro - spectuses, ensure financial transparency, and meet corporate governance criteria. For SME
growth markets, lighter standards apply under MiFID II, balancing investor protection with SME access. Crypto-assets, governed by the EU’s MiCA Regulation, require issuers to publish White Papers with technical, financial and risk disclosures. Industry standards often exceed legal minimums: voluntary ESG reporting, enhanced cybersecu - rity protocols, and real-time trade surveillance are common. For crypto exchanges, even DEXs increasingly adopt KYC/AML practices, despite For traditional financial instruments, Romanian investment firms are subject to MiFID II obliga - tions, transposed through Law No 126/2018 on financial instrument markets and ASF Regulation No. 5/2019. These require firms to: • promptly and fairly execute client orders; • record, allocate and transmit client orders accurately 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. limited regulatory mandates. 6.5 Order Handling Rules Under MiCA (Regulation (EU) 2023/1114), which becomes fully applicable in Romania from 30 December 2024, order handling rules will also apply to CASPs that 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-dis - criminatory rules for order execution; and • ensure fair treatment of client orders, espe - cially when dealing on own account.
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