The ASF Council approved the Ecosystem draft law

Bucharest, 14 October 2025- The Financial Supervisory Authority's Council (ASF) approved the draft law generically titled the "Ecosystem project", a major step for the local capital market, bringing a series of essential changes aimed at supporting its development, both by aligning with the objectives of the National Strategy for the Development of the Romanian Capital Market for the period 2023-2026 and by transposing relevant provisions from European legislation.

The Ecosystem draft law amends and supplements the three relevant legislative acts on collective investment undertakings (CIUs) and their administrators, namely:

• Government Emergency Ordinance No. 32/2012 on collective investment undertakings in transferable securities and investment management companies, as well as for amending and supplementing Law No. 297/2004 on the capital market;
• Law No. 74/2015 on alternative investment fund managers;
• Law No. 243/2019 on the regulation of alternative investment funds and amending and supplementing certain legislative acts.

Here is what Mr. Alexandru Petrescu, President of the ASF said: "The Ecosystem project represents an important step in modernizing the legislative architecture of the Romanian capital market, with the objective of strengthening its role as an efficient instrument for financing the real economy. Through this strategic approach, the Authority reaffirms its commitment to increase Romania's investment attractiveness and to align the local market with the best European practices".

The draft normative act, elaborated by ASF, is the result of the collaboration of a working group formed by the Authority's specialists with the representatives of the domestic investment fund industry and includes proposals to amend and supplement the three regulatory acts incident to UCIs and their managers mentioned above.

This is what Gabriel-Ioan Avrămescu, First Vice President of the ASF, Coordinator of the Financial Instruments and Investments Sector stated: "With this legislative package, we aim to make the capital market infrastructure in terms of UCIs more flexible in order to adapt it to the needs of the market, as well as to facilitate market access for new categories of investors. We also want to encourage diversification of AIF portfolios in particular, including through access for alternative investment funds targeting professional investors to modern instruments such as crypto-assets. The benefits are clear: simpler administrative processes and a real alignment with the European dynamics of investment funds".

The main proposals of the Ecosystem project aim to simplify the authorization/registration procedures with ASF for certain types of alternative investment funds (AIFs), in particular those aimed at professional investors. The project also proposes to make the investment policy for AIFs for professional investors more flexible, including by taking into account legislative developments in the field of crypto-assets (MiCA Regulation).

In addition, the transposition of the new European rules removes counterparty risk limits for centrally cleared derivative transactions, which contributes to ensuring a level playing field between derivatives traded on a regulated market and those traded outside regulated markets.

The draft law approved by the ASF Council is mainly aimed at:

A. Amending and supplementing Government Emergency Ordinance (OUG) no. 32/2012:

• Provisions on the obligation to replenish, within a certain time limit, the initial capital of an investment management company (IAC) if it falls below the level prescribed by the ordinance. These provisions strengthen the financial stability and operational capacity of the IAC, providing a clearer framework for maintaining an adequate capital base and protecting investors.
• provisions on the distribution of Undertakings for Collective Investment in Transferable Securities (UCITS) through the use of the global account. The measure contributes to streamlining distribution operations and increasing the attractiveness of Romanian funds for institutional and/or retail investors.
• Provisions on the obligation of the depositary to designate a person within the compliance function responsible for the depositary activity, who shall be notified to ASF. The measure improves the internal oversight and accountability of the compliance function, reducing operational risks and enhancing the protection of investors' assets.
• Inclusion of the definition of a central counterparty (CCP) by cross-reference to the definition in Regulation (EU) No 648/2012, in line with the provisions of Directive (EU) 2024/2994.
• Review the provisions on counterparty risk in line with Directive (EU) 2024/2994.

B. Amending and supplementing Law no. 74/2015:

• Introducing and revising definitions in order to update them in line with the European legal framework. The measure ensures legislative consistency with European regulations, facilitates the uniform application of the rules and supports a better integration of the Romanian capital market into the EU framework.
• Provisions on the analysis of the instrument of incorporation of an AIF solely from the perspective of compliance with capital market legislation. This leads to cutting red tape and shortens the duration of authorization procedures.
• Provisions on the obligation to replenish, within a certain time limit, the level of initial capital of the Alternative Investment Fund Manager (AIFM) in case it falls below the level prescribed by law. These provisions contribute to maintaining the financial soundness of the managers and to increasing investor confidence in the stability of the entities managing funds.
• Provisions according to which AIFMs registered with ASF may manage investment funds for professional investors (AIFIFPs) established in other Member States, provided that the legislation of these Member States so permits, i.e. to distribute to investors domiciled in other Member States the units of AIFs for professional investors that they manage in Romania. These provisions promote the free movement of financial services in the EU and access for registered AIFMs to other markets.
• The introduction of a new category of investors eligible to invest in AIFIFPs (i.e. semi-professional investors). In this respect, semi-professional investors have been defined and provisions have been introduced regarding the possibility for registered/authorized AIFMs to distribute units of the Romanian AIFs they manage also to this type of investors under the conditions provided for by the law.

C. Amending and supplementing Law no. 243/2019:

• Introducing the definition of "semi-professional investor", in the context of the supplementing Law no. 74/2015.
• Elimination of the obligation to authorize the articles of incorporation of alternative investment funds of the investment company type (changes to be notified to ASF), while at the same time introducing the obligation to submit to ASF for authorization the rules of all types of AIFs, regardless of the way they are constituted (e.g. investment company AIFs or contractual AIFs). The measure simplifies and speeds up the authorization process, reducing the administrative burden for entities.
• Revise the provisions on the conduct of redemption programs of investment company AIFs, mainly by regulating only those conducted for the purpose of reducing share capital and removing the condition that they be conducted only once in a financial year.
• Introducing provisions on the authorization by ASF of changes to the share capital of ISFs for retail investors.
• Introduction of express provisions on the possibility to convert AIF into another category of AIF. This provides operational flexibility to fund managers, allowing the fund structure to be adapted to changing investment strategy or market demand without the need to set up a new fund.
• Introduce provisions allowing AIFs for professional investors to be registered with ASF (currently all types of AIFs are authorized by ASF).
• Introduction of a new category of investors eligible to invest in AIF for professional investors (i.e. semi-professional investors). The measure contributes to broadening the investor base for alternative funds, encouraging the mobilization of private capital to such funds and supporting the development of the local private equity and venture capital market.
• Revise the investment policy of the AIFIAIP, within the meaning of intoducing the possibility to invest in a wider range of assets (e.g. crypto-assets and assets whose value can be determined at any time in a fair manner as set out in their constitutive documents). These provisions allow the diversification of portfolios and the adaptation of funds to new investment trends, including in the area of digital assets, which may attract investors interested in innovative and alternative instruments.

The draft law approved by the ASF Council has been sent to the Ministry of Finance for public consultation and inter-ministerial approval.

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About the Financial Supervisory Authority

The Financial Supervisory Authority is the national authority established in 2013 by Government Emergency Ordinance 93/2012, approved by Law 113/2013, to regulate and supervise the insurance, private pension, and capital markets. The ASF contributes to strengthening the integrated framework for the functioning of the three sectors, which have a total of over 10 million participants. More information can be found at https://www.asfromania.ro .