ORDER No 3055 of 29 October 2009

for the approval of the accounting regulations complying with the European directives

EMITTER: THE MINISTRY OF PUBLIC FINANCE

PUBLISHED IN: THE OFFICIAL GAZETTE OF ROMANIA No 766 of 10 November 2009

Text translated by COMPANIA DE INFORMATIC NEAM for the legislative software LEX EXPERT

It must be specified that the only text which shall produce legal effects is the text in the Romanian language.

Pursuant to the provisions of Article 2 (2) a) and of Article 10 (4) of the Government Decision No 34/2009 on the organisation and functioning of the Ministry of Public Finance, as subsequently amended and supplemented,

based on the provisions of Article 4 (1) of the Accounting Law No 82/1991, republished,

the Minister of Public Finance issues the following order:

ART. 1

(1) There are hereby approved the Accounting regulations complying with the European directives, included in the annex*) that is an integral part of this order.

(2) The regulations provided in paragraph (1) include the Accounting regulations complying with the Fourth Directive of the European Economic Communities and the Accounting regulations complying with the Seventh Directive of the European Economic Communities.

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*) The annex shall be published in the Official Gazette of Romania, Part I, No 766 bis of 10 November 2009, which may be purchased from the Centre for public relations of the Autonomous Regie "Monitorul Oficial", Bucharest, No 1 Panduri main road.

ART. 2

(1) The Accounting regulations complying with the Fourth Directive of the European Economic Communities shall be applied by the entities provided in Article 1 (3) of the regulations.

(2) The sub-units without legal personality, with their headquarters abroad, pertaining to legal persons with their headquarters or domicile in Romania, as well as the sub-units from Romania that belong to legal persons with their headquarters or domicile abroad shall be bound to organise and manage their own accounting, according to the regulations mentioned in paragraph (1).

ART. 3

(1) The legal persons which exceed the limits of two of the 3 criteria, hereinafter called size criteria, on the date of the balance sheet:

- total assets: EUR 3 650 000;

- net turnover: EUR 7 300 000;

- average number of employees during a financial year: 50 shall draw up annual financial statements which comprise:

- balance sheet;

- profit and loss account;

- statements of changes in equity;

- cash flow statement;

- explanatory notes for the annual financial statements.

(2) The legal persons which exceed the limits of two of the size criteria provided in paragraph (1) on the date of the balance sheet shall draw up abridged annual financial statements which comprise:

- balance sheet in short;

- profit and loss account;

- explanatory notes to the abridged annual financial statements. Optionally, they may draw up the statement of changes in equity and/or the cash flow statement.

(3) According to the accounting law the annual financial statements must be accompanied by a written statement of undertaking the liability of the management by the legal person for the drawing up of the annual financial statements in accordance with the Accounting regulations complying with the Fourth Directive of the European Economic Communities.

(4) The legal persons which have drawn up the abridged annual financial statements shall draw up the annual financial statements provided in paragraph (1) only if, during two consecutive financial years, they exceed the limits of two of the 3 size criteria provided in paragraph (1). The legal persons which have drawn up the annual financial statements provided in paragraph (1) shall draw up the abridged annual financial statements only if, during two consecutive financial years, they do not exceed the limits of two of the 3 size criteria provided in paragraph (1).

(5) In case of newly-established entities, these may receive for the first reporting exercise abridged annual financial statements or 5-component annual financial statements. For the second reporting year, these entities shall analyse the indicators determined from the financial statements of the previous year and the indicators determined on the basis of the data in the books of account and of the trial balance concluded at the end of the current financial exercise, by drawing up the annual financial statements depending on the size criteria registered.

ART. 4

In case of entities administered in dual system, according to the law, the references made in the regulations provided in Article 1 to "administrators" shall be read as references made to "members of directorship".

ART. 5

(1) The annual financial statements drawn up by the legal persons provided in Article 3 (1) shall be subject to audit, according to the law.

(2) The annual financial statements drawn up by the public interest entities, as defined by the law, shall also be subject to the statutory audit.

(3) The abridged annual financial statements shall be checked according to the law.

ART. 6

The trading companies whose transferable securities are admitted for dealing on a regulated market, as defined by the legislation in force on the capital market, shall draw up 5-component annual financial statements, as defined in Article 3 (1), regardless of the total assets, the net turnover or the average number of employees.

ART. 7

(1) The sub-units without legal personality, that belong to legal persons with their head office or domicile in Romania, shall organise and manage their own accounting records, so that it allows to determine the information and obligations provided by law, and the legal persons to which they belong may draw up annual financial statements.

(2) The activity pursued abroad by the sub-units without legal personality, that belong to legal persons with their head office or domicile in Romania, shall be included in the financial statements of the Romanian legal person and shall be reported on the Romanian territory, in compliance with the provisions of the Accounting regulations complying with the Fourth Directive of the European Economic Communities.

(3) Within the meaning of this order, sub-units without legal personality that belong to legal persons with their head office or domicile in Romania mean subsidiaries, agencies, representative offices or other similar units without legal personality, established according to the law.

(4) The persons designated as representative/fiscal authorised body, according to the Fiscal Code and the Fiscal Procedure Code, shall keep their own accounting depending on their statute of natural or legal persons, as applicable. In case they are legal persons, they shall draw up annual financial statements and accounting reports, according to the Accounting Law No 82/1991, republished.

(5) From an accounting viewpoint, the permanent establishments from Romania that belong to certain legal persons with the head office abroad represent sub-units without legal personality that belong to these legal persons and shall be under the obligation to draw up the annual financial statements and accounting reports required by the Accounting Law No 82/1991, republished.

ART. 8

(1) In case of joint ventures between a Romanian legal person and a foreign legal person, the accounting shall be kept by the person appointed by the associates, which is liable under the law.

(2) Upon organisation and management of the accounting of the joint venture both the Accounting regulations complying with the Fourth Directive of the European Economic Communities and the requirements resulting from other legal provisions must be had in view.

(3) The Accounting regulations complying with the Fourth Directive of the European Economic Communities shall also apply to joint ventures between foreign legal persons (non-residents), registered in Romania. For these purposes, the associate designated by the association contract to meet the fiscal obligations shall organise and manage the accounting records of the joint venture, so that the information and obligations provided by the law may be determined, without drawing up the annual financial statements.

ART. 9

The Ministry of Public Finance and other regulatory authorities may request that in the annual financial statements be presented some additional information as compared to those that must be presented in compliance with the regulations provided in Article 1.

ART. 10

For the application of the accounting regulations complying with the European directives, the entities must develop their own accounting policies which are approved by the administrators, according to the law. In case of entities which do not have administrators, the accounting policies shall be approved by the persons who are under the obligation to manage such entities.

ART. 11

(1) The consolidated annual financial statements shall be elaborated in accordance with the Accounting regulations complying with the Seventh Directive of the European Economic Communities.

(2) A parent-company must draw up consolidated annual financial statements if it belongs to a group of companies and meets one of the following conditions:

a) it holds the majority of the voting rights of the shareholders or associates in another company called branch;

b) it is a shareholder or associate of a company and the majority of the members of the administration, management and supervision bodies of the company in question (branch), which have filled such offices during the financial year, during the previous financial year and by the time the consolidated annual financial statements are drawn up, were only appointed as a result of exercising their voting rights;

c) it is a shareholder or associate of a company and holds on its own the control over the majority of the voting rights of the company's shareholders or associates, pursuant to an agreement with other shareholders or associates;

d) it is a shareholder or associate and it has the right to exercise a dominant influence over the branch, pursuant to a contract concluded with such trading company or to a clause in the memorandum of association or articles of association, if the legislation applicable to the branch allows the existence of such contracts or clauses;

e) the parent-company holds the power to exercise or actually exercises a dominant influence or control over such branch;

f) it is a shareholder or associate and has the right to appoint or dismiss the majority of the members of the administration, management and supervision bodies of the branch; or

g) the parent-company and the branch are managed on a unified basis by the parent-company.

ART. 12

(1) A parent-company shall be exempted from the drawing up of the consolidated annual financial statements if, on the date of the consolidated balance sheet, the trading companies that are to be consolidated do not exceed together, based on their latest annual financial statements, the limits of two of the following 3 criteria:

- total assets: EUR 17 520 000;

- net turnover: EUR 35 040 000;

- average number of employees during a financial year: 250.

(2) The exemption provided in paragraph (1) shall not apply if one of the branches that is going to be consolidated is a trading company whose transferable securities are admitted for dealing on a regulated market, in compliance with the legislation in force on the capital market.

(3) The conditions in which a parent-company is exempted from the obligation to draw up the consolidated annual financial statements shall be provided in the Accounting regulations complying with the Seventh Directive of the European Economic Communities.

(4) The size criteria provided in paragraph (1) shall be established based on the annual financial statements of the parent-company and its branches.

ART. 13

The sanctions applicable for violating the provisions of the accounting regulations complying with the European directives shall be those provided by the Accounting Law No 82/1991, republished.

ART. 14

(1) The entities pertaining to the category of legal persons of public interest, according to Article 34 (2) of the Accounting Law No 82/1991, republished, as subsequently amended and supplemented, except for the companies whose securities are admitted for dealing on a regulated market, for the credit institutions and non-banking financial institutions, as defined by the legal regulations, written in the General Ledger, for the insurance companies, insurance-reinsurance companies and reinsurance companies, pension companies, financial investment services companies, investment companies and collective investment undertakings, and that are under the obligation to draw up annual consolidated financial statements may draw up such statements either according to the Accounting Regulations complying with the Seventh Directive of the European Economic Communities, or based on the International Financial Reporting Standards.

(2) The provisions of paragraph (1) shall also apply to legal persons, others than those of public interest, who are bound, under the law, to draw up annual consolidated financial statements.

(3) The legal persons who opted, according to the above provisions, to apply the International Financial Reporting Standards upon the drawing up of the annual consolidated financial statements shall be under the obligation to ensure continuity of their application.

ART. 15

This order shall enter into force on 1 January 2010.

ART. 16

On the date of entry into force of the Order of the Minister of Public Finance No 1752/2005 for the approval of the Accounting regulations complying with the European directives, published in the Official Gazette of Romania, Part I, No 1.080 and No 1.080 bis of 30 November 2005, as subsequently amended and supplemented shall be repealed.

ART. 17

This order shall be published in the Official Gazette of Romania, Part I.

Bucharest, 29 October 2009.

No 3.055.

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