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Forex / Investment Firm Licence in Romania

MiFID II authorisation · ASF · forex · CFD · securities · investment services · EU passport

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An investment firm authorisation from ASF (Autoritatea de Supraveghere Financiară) under MiFID II (Markets in Financial Instruments Directive II) is the regulatory licence required to provide investment services and activities in Romania and across the European Union. For forex brokers, CFD platform operators, securities firms, portfolio managers and investment advisers, a Romanian MiFID II authorisation provides EU-wide market access through the EU passporting mechanism — allowing the firm to serve clients across all 27 EU member states from a single Romanian authorisation.

Romania For Business SRL assists international operators in obtaining MiFID II investment firm authorisations from ASF — covering eligibility assessment, company structure preparation, business plan drafting, compliance framework design, AML/CFT programme preparation and the complete ASF application and correspondence process. All services are delivered in English.

A Romanian MiFID II authorisation provides an EU-wide market passport for investment services

One of the primary commercial reasons for obtaining a MiFID II investment firm authorisation in Romania is EU passporting — the right to provide investment services in any EU member state on a cross-border basis or through a branch, following a simple notification to ASF. A single Romanian authorisation can unlock access to clients across all 27 EU member states without requiring a separate licence in each country.

Investment Firm Classes and Minimum Capital Requirements

MiFID II classifies investment firms into categories based on the services they provide, and applies different minimum capital requirements to each class. Romania’s ASF applies the MiFID II framework as implemented in Romanian law, with the capital requirements and service restrictions set out below.

€75,000

Class 3 — Limited firm
Reception & transmission + advice only (no client funds)

€150,000

Class 2 — Standard firm
Execution, portfolio management, no proprietary trading

€730,000

Class 1 — Large firm
Full MiFID II services including dealing on own account

Variable

Class 1a / Systemic
Systemic firms — CRR/CRD IV applies, bank-like capital

Most forex and CFD brokers require the full €730,000 capital — confirm before proceeding

Forex brokers and CFD platform operators that hold client funds, execute orders on their own account or deal as market-maker against clients typically fall into the Class 1 category — requiring €730,000 minimum capital. The €75,000 limited authorisation (Class 3) covers only reception and transmission of orders and investment advice, with no execution or client money holding. Confirm the correct class before beginning the application — applying under the wrong class will result in ASF rejection.

MiFID II Investment Services and Activities — Which Apply to You?

MiFID II (as implemented by Romanian Law No. 126/2018) defines specific investment services and activities. An investment firm authorisation from ASF covers the services listed in the authorisation — the firm cannot provide services beyond its authorised scope. The table below maps common business models to the relevant MiFID II service categories.

Business model / activity Relevant MiFID II service categories
Forex broker — dealing desk (market-maker) Dealing on own account (Annex I Section A, No. 3); Execution of orders on behalf of clients (No. 2); Reception and transmission of orders (No. 1). Typically requires full Class 1 authorisation (€730k).
CFD platform operator Dealing on own account (No. 3); Execution of orders (No. 2); Reception and transmission (No. 1). Same as forex market-maker — full Class 1 authorisation typically required.
Forex / investment introducing broker Reception and transmission of orders (No. 1) only — if the introducing broker does not execute, hold client funds or deal on own account. Class 3 limited authorisation (€75k) may be sufficient. Confirm exact scope with ASF.
Online investment / trading platform Depends on model. If platform only connects investors with issuers (crowdfunding-adjacent), European Crowdfunding Service Provider (ECSP) regulation may apply instead of MiFID II. If platform executes trades — MiFID II applies.
Portfolio management / discretionary management Portfolio management (No. 4) — Class 2 authorisation (€150k). Must have adequate systems for portfolio management, best execution and client suitability assessment.
Investment advice — independent or tied Investment advice (No. 5) — Class 3 limited authorisation (€75k) if advice only, no execution or client money. If advice is provided alongside execution, the higher capital class for execution applies.
Securities underwriting / placing Underwriting of financial instruments (No. 6); Placing of financial instruments (No. 7) — typically Class 1 (€730k). More relevant for investment banks than retail forex/CFD operators.
Crypto-asset derivatives If the crypto-assets are classified as financial instruments under MiFID II (e.g. crypto derivatives), MiFID II investment firm authorisation applies. If they are crypto-assets under MiCA, the CASP regime applies instead. Classification must be confirmed before applying.

ASF Requirements — What Is Needed for MiFID II Authorisation in Romania

ASF applies the MiFID II authorisation requirements as transposed into Romanian law (Law No. 126/2018 and related secondary legislation). The requirements below apply to all investment firm applicants — additional requirements may apply depending on the services requested.

Requirement Detail
Registered office in Romania The investment firm must be incorporated in Romania — as an SRL (societate cu răspundere limitată) or SA (societate pe acțiuni). An SA is typically required for firms with higher capital requirements or multiple shareholders. A branch of a non-EU firm cannot obtain a MiFID II authorisation in Romania — only a fully incorporated EU entity qualifies.
Minimum capital — paid up The applicable minimum own funds must be fully subscribed and paid up before the application is submitted to ASF. Evidence of capital payment (bank confirmation of deposit) is a required document in the application file.
Management body — fit and proper All directors and members of the supervisory board must satisfy ASF’s fit and proper criteria under MiFID II — including: good repute and integrity; sufficient knowledge, skills and experience in financial services; and no history of criminal convictions or regulatory sanctions.
Shareholder — qualifying holdings Any shareholder holding a 10% or more interest in the investment firm (a ‘qualifying holding’) must be approved by ASF. ASF assesses the shareholder’s fitness, financial soundness, source of funds and potential conflicts of interest. Changes in qualifying holdings after authorisation also require ASF approval.
Governance and internal controls The investment firm must have: a management body of at least two executive directors; an internal audit function; a compliance function; a risk management function; documented conflicts of interest policy; a remuneration policy; and documented outsourcing arrangements for any outsourced functions.
Compliance and risk officers A dedicated compliance officer and risk officer must be appointed before authorisation. Both must be named in the application and satisfy ASF’s expertise requirements. The compliance officer is responsible for ongoing MiFID II compliance and ASF reporting.
Business plan — three years A detailed business plan covering: the services to be provided, the target market (client base), the revenue model, the marketing approach, IT systems and trading infrastructure, outsourcing arrangements, risk management framework and three-year financial projections. ASF scrutinises the business plan carefully — a generic or template plan will be rejected.
AML/CFT compliance programme A documented AML/CFT policy and procedure manual compliant with Romanian AML Law 129/2019 and MiFID II. An AML compliance officer must be designated. CDD procedures, transaction monitoring, PEP screening and ONPCSB reporting must all be addressed.
Client asset safeguarding Investment firms that hold client funds or financial instruments must comply with MiFID II Title II client asset safeguarding rules — segregating client funds from firm funds, using eligible depositaries and maintaining appropriate records. Firms that do not hold client funds (Class 3 limited) are exempt.
Professional indemnity insurance Class 3 limited investment firms that do not hold client money are required to maintain professional indemnity insurance — covering potential claims from clients for negligent advice or order transmission errors. Minimum cover requirements are set by EU regulations.

MiFID II Investment Firm Authorisation — Application Process

The ASF authorisation process follows the MiFID II procedure as implemented in Romanian law. Romania For Business SRL manages the complete process from initial assessment through to EU passporting notification after authorisation.

01

Eligibility & class confirmed

02

Company structure prepared

03

Capital raised & paid up

04

Business plan drafted

05

Compliance framework built

06

ASF application submitted

07

ASF review & queries managed

08

Authorisation + EU passport

Stage What happens — and key considerations
1. Eligibility and class assessment We review the planned services against MiFID II Annex I and confirm the correct authorisation class, minimum capital and specific ASF requirements. We assess whether the SA corporate form is required and advise on the group structure above the Romanian investment firm.
2. Company incorporation If not already incorporated, we register the Romanian SA or SRL with the share capital at the required minimum level. Director appointments and qualifying shareholder documentation are prepared from the outset in the format ASF requires.
3. Capital subscription and payment All shareholders subscribe and pay up the minimum capital. Bank confirmation of capital payment is obtained and held ready for the application. Capital must remain at the required level for the entire duration of the authorisation process and afterwards.
4. Pre-application meeting with ASF We recommend an informal pre-application meeting with ASF to present the proposed business model and receive preliminary feedback. While not mandatory, a pre-application meeting significantly reduces the risk of a formal rejection or lengthy information request during the review.
5. Application preparation We prepare the complete application file — ASF application form, business plan, governance documentation, compliance framework, AML/CFT programme, capital evidence, fit and proper declarations for all directors and qualifying shareholders, and all annexes required under ASF’s application checklist.
6. ASF submission and review The application is submitted to ASF. ASF has a statutory review period of six months from the date of receipt of a complete application. ASF may request additional information — the review clock is suspended until the information is provided. Prompt responses are essential.
7. Authorisation decision ASF issues the authorisation specifying the investment services and activities covered. The authorisation is published on ASF’s public register. We review the authorisation conditions with the client — confirming all operational and reporting requirements before go-live.
8. EU passporting notification After authorisation, we prepare the cross-border services notification to ASF for each EU member state where the firm wishes to provide services. ASF notifies the host state competent authority — the firm can begin cross-border services 30 calendar days after the notification is sent by ASF.

Ongoing Obligations After MiFID II Authorisation

A MiFID II authorisation creates ongoing regulatory obligations that must be maintained for the duration of the licence. Failure to maintain compliance results in supervisory measures, fines or revocation of the authorisation.

Ongoing obligation Detail
ASF periodic reporting Investment firms must submit periodic reports to ASF — including financial reports (quarterly and annual), transaction reporting (EMIR / MiFIR), best execution reports and any required prudential reporting. The exact reporting calendar is confirmed after authorisation.
Capital maintenance Minimum own funds must be maintained at the required level at all times. Any drop below the minimum triggers an immediate obligation to notify ASF and take corrective action. ASF monitors capital levels through quarterly reporting.
MiFID II conduct of business rules Ongoing compliance with MiFID II client-facing rules: client categorisation (retail/professional/eligible counterparty), suitability and appropriateness assessments, best execution, client order handling, pre- and post-trade transparency and client reporting.
Fit and proper — ongoing If any director, qualifying shareholder or key function holder changes, ASF must be notified and the new individual must pass the fit and proper assessment before taking up the role. Unauthorised changes to management or shareholding are a regulatory breach.
AML programme maintenance The AML/CFT programme must be reviewed and updated annually — reflecting changes in the firm’s risk profile, client base, products and geographic exposure. ONPCSB reporting obligations continue throughout the licence.
ASF supervisory fees Licensed investment firms pay annual supervisory fees to ASF — calculated as a percentage of the firm’s regulatory capital or revenue, depending on the fee schedule. ASF also levies one-time application fees at the authorisation stage.

FOREX / INVESTMENT FIRM LICENCE — ROMANIA

from €13,500
engagement fee

INVESTMENT FIRM / FOREX LICENSING ENGAGEMENT INCLUDES:

  • Eligibility and service classification — MiFID II Annex I service and activity mapping
  • Investment firm authorisation class — limited vs full; AIFMD considerations
  • Company structure review — SA vs SRL capital, board composition, ASF requirements
  • Fit and proper assessment — directors, shareholders, UBO / qualifying holdings
  • Business plan preparation — ASF-format three-year projections and organisational chart
  • Regulatory compliance framework — MiFID II systems and controls, best execution, conflicts
  • AML/CFT programme — ONPCSB and ASF compliant, compliance officer designation
  • Capital adequacy documentation — ICAAP lite, own funds evidence
  • ASF application preparation — complete application file in Romanian and English
  • ASF submission and correspondence management throughout the review period
  • Passporting notification guidance — for EU-wide service delivery post-authorisation
  • Licence condition compliance briefing — ongoing obligations and ASF reporting calendar

INDICATIVE ENGAGEMENT FEES

  • Limited investment firm authorisation (€75k capital — reception/transmission + advice) from €13,500
  • Full investment firm authorisation (€730k capital — full MiFID II services) from €15,000
  • Tied agent registration (without own authorisation) from €11,500
  • AML/CFT policy and procedure package — ASF + ONPCSB compliant from €1,000
  • Ongoing annual compliance support (post-authorisation) from €1,500/yr
  • EU passporting notification preparation from €500/country
  • Regulatory authority (ASF) fees billed at cost

Fees confirmed in writing after eligibility assessment. ASF regulatory and supervisory fees are billed at cost separately. Full MiFID II authorisation is a complex, multi-month engagement — fees reflect the volume of regulatory documentation required. Fees may be subject to Romanian VAT.

Frequently Asked Questions — Forex / Investment Firm Licence in Romania

A MiFID II investment firm authorisation from ASF is required for any company that provides investment services or activities on a professional basis in Romania or to EU clients. Investment services under MiFID II include: reception and transmission of orders, execution of orders, dealing on own account, portfolio management, investment advice, underwriting and placing of financial instruments, and operation of a multilateral trading facility (MTF). Forex brokers, CFD platform operators, securities firms and investment advisers providing services to EU clients are typically required to hold a MiFID II authorisation.

The minimum capital depends on the services provided. Class 3 limited investment firms (reception and transmission of orders, investment advice only — no execution, no client money holding) require €75,000. Class 2 firms (including portfolio management and execution) require €150,000. Class 1 full investment firms (including dealing on own account, such as forex/CFD market-makers) require €730,000. Capital must be fully subscribed and paid up before the ASF application is submitted.

ASF has a statutory review period of six months from the date of receipt of a complete application. However, preparing a complete application — including the business plan, governance documentation, compliance framework and AML programme — typically takes 3–6 months before submission. Total timeline from project start to authorisation: 12–18 months for full authorisation, 8–12 months for the limited authorisation route. The timeline can be extended if ASF requests additional information — prompt responses are essential.

Yes — this is one of the main commercial reasons for obtaining a Romanian MiFID II authorisation. After authorisation, the investment firm can notify ASF of its intention to provide services in other EU member states — either on a cross-border basis or through a branch. ASF notifies the host state competent authority, and the firm can begin cross-border services 30 calendar days later. A single Romanian authorisation can unlock access to clients across all 27 EU member states.

Yes. Forex brokers, CFD platform operators, online investment platforms and introducing brokers are among our most common investment firm authorisation clients. We assess the correct MiFID II service class for each business model, confirm the capital requirement, prepare the complete application file and manage the ASF process. We do not provide regulatory advice on the design of specific trading products or instruments — that is within the scope of the client’s own compliance function.

Yes — under EU passporting rules, a CySEC or MFSA-authorised investment firm can provide services in Romania by notifying its home state regulator (CySEC or MFSA), which then notifies ASF. However, some activities — particularly those involving a physical presence or a regulated market operator in Romania — may require local registration or approval from ASF in addition to the passporting notification. Romania For Business SRL advises on the passporting notification procedure for investment firms entering Romania.

All directors of a Romanian investment firm must satisfy ASF’s fit and proper criteria under MiFID II: sufficient knowledge, skills and experience in financial services (typically demonstrated through professional qualifications or prior regulated sector experience); good repute and integrity (no criminal convictions, no history of regulatory sanctions, no prior involvement in failed or sanctioned financial firms); and sufficient time commitment to perform the role. ASF conducts an interview or written assessment as part of the fit and proper review.

A MiFID II investment firm is authorised to provide investment services — involving financial instruments such as securities, derivatives (including forex contracts), funds and structured products. A payment institution (licensed by BNR under PSD2) provides payment services — money transfers, card payments and account-to-account transfers — without involving investment products. If a business provides both payment services and investment services, it needs both licences from different regulators (ASF for MiFID II, BNR for PSD2).

Yes. Post-authorisation compliance obligations for MiFID II investment firms are significant — including quarterly ASF reporting, capital adequacy monitoring, annual AML programme updates, MiFID II conduct of business rules compliance, transaction reporting (MiFIR) and fit and proper reassessments when management or shareholding changes. Romania For Business SRL offers an ongoing annual compliance support package for authorised investment firms.