ROMANIA Law and Practice Contributed by: Sergiu-Traian Vasilescu, Luca Dejan, Bogdan Rotaru and Ana-Maria Bută, VD Law Group
For example, if a token exhibits characteristics of a security (eg, representing ownership or offering investment returns), it may be subject to Law No 126/2018. Similarly, payment tokens used for transactions could fall under PSD2 regulations. Romania has also transposed the EU’s Fifth Anti-Money Laundering Directive (5AMLD) into national law (Law No 129/2019), which defines virtual currencies for AML purposes. However, this definition does not establish a broader clas - sification of blockchain assets beyond anti-mon - ey laundering obligations. In summary, while some blockchain assets may be regulated as financial instruments under EU law, most – particularly utility tokens – are not. Romania does not have an independent classi - fication framework for blockchain assets, relying instead on the provisions of MiCA and above- mentioned national laws. 10.4 Regulation of “Issuers” of Blockchain Assets In Romania, the regulation of issuers of block - chain assets and the initial sale of such assets follows the framework established at the EU level, as there are no specific national laws that independently govern these activities. Instead, issuers must comply mainly with MiCA and other applicable provisions from Romani - an laws that implement European regulations, particularly Law No 129/2019 on anti-money laundering, Law No 126/2018 on financial instruments and Law No 209/2019 on payment services. Issuers of blockchain assets are subject to dif - ferent regulatory requirements depending on the type of asset they issue. Under MiCA, the issuers of asset-referenced tokens and e-mon - ey tokens will need to obtain authorisation from
the relevant national authority – the authorities most likely to be assigned with regulatory over - sight being BNR and the ASF, and comply with transparency, governance and reserve require - ments. Issuers of other crypto-assets, including utility tokens, will be required to publish a White Paper with key information about the asset but will not need specific authorisation unless the asset qualifies as a financial instrument under Law No 126/2018. The initial sale of blockchain assets, including token sales and ICOs, is regulated based on the asset’s classification. If a token is considered a security under Law No 126/2018, the issuer must comply with prospectus obligations and investor protection rules. If the asset is used for payment purposes, it may fall under the scope of Law No 209/2019, which regulates payment services and electronic money issuance. Law No 129/2019 also imposes AML obligations on crypto-asset issuers and service providers, including registration, KYC requirements and reporting duties. 10.5 Regulation of Blockchain Asset Trading Platforms In Romania, the regulatory environment for blockchain asset trading platforms is currently undergoing a transition, especially with the introduction of the MiCA Regulation. Platforms offering exchange services for blockchain assets could continue operating under “grandfathering” provision until 30 December 2024. This means that these platforms did not need to comply with the new licensing requirements set by MiCA until after this date. Following this deadline, platforms will be required to meet the new regulatory standards within an 18-month adjustment peri - od, giving them time to align with the updated
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