On 5 June 2025, Regulation No. 2/2025 amending and supplementing the Financial Supervisory Authority (ASF) Regulation No. 10/2015 on the administration of alternative investment funds (AIFs) was published in the Official Gazette No. 527.
This new regulatory framework introduces a series of substantial changes relevant to Alternative Investment Fund Administrators (AIFAs), summarised below:
Key Amendments at a Glance
Calculation of Total Asset Value
AIFAs must now calculate the total asset value of each AIF under management at least annually as of 31 December of the year of ASF authorisation or registration. The prior requirement for semi-annual valuation has been repealed. Additional valuation dates may be determined internally by the AIFA.
Notification of Valuation Date Changes
Changes to the asset valuation date no longer require ASF prior approval. However, AIFAs must notify ASF at least 15 working days in advance, providing a justification for the change.
Supervision Fee
A monthly supervisory fee is now payable by AIFAs managing ASF-authorised AIFs, calculated based on each fund’s net asset value.
Extended Deadline for Remedial Measures
Where compliance breaches by the AIF or related third parties occur, AIFAs are now granted 30 working days (previously 15) to implement remedial measures, upon request by ASF.
Simplified Authorisation Procedure
Romanian legal entities applying for AIFA authorisation are no longer required to submit operational procedures. A statutory declaration by the legal representative confirming the existence and compliance of such procedures now suffices.
Governance and Compliance Enhancements
Eligibility Criteria for Key Personnel
Individuals responsible for the effective management of AIFAs must not:
– Hold board or executive roles in entities acting as depositaries for any managed fund, nor
– Be employed or contractually bound to other AIFAs or UCITS managers, except within the same corporate group (in non-directorial roles).
Prior ASF Approval for Corporate Changes
The following changes now require ASF approval prior to registration with the Trade Register (within 10 days of the triggering event):
– Amendments to the company’s object of activity;
– Change of registered office or headquarters;
– Establishment or closure of secondary offices;
– Company name change;
– Share capital changes.
ASF is now granted 60 days (up from 30) to issue a decision following submission of complete documentation.
Secondary Offices
AIFAs may now open secondary offices, subject to logistical requirements aligned with the type of authorised activity to be performed therein.
Temporary Replacement of Key Functions
In the absence of a Compliance Officer or Risk Manager, duties may be temporarily assumed by a suitably qualified department member, director, board member, or experienced employee.
Valuation and External Oversight
Quarterly Valuation Requirement
Asset valuation, net asset value (NAV) calculation, and buy-back price publication must now occur quarterly, replacing the previous semi-annual requirement.
Professional Indemnity Insurance for External Valuators
ASF-authorised external valuators must hold professional indemnity insurance of no less than:
– EUR 50,000 (natural persons), or
– EUR 100,000 (legal entities), in RON equivalent.
Effective Date
All provisions of Regulation No. 2/2025 took effect on 5 June 2025, the date of its publication in the Official Gazette.