The draft law on the transposition of the AIFMD II Directive into national legislation has been approved.

Bucharest, 18 September 2025 – The draft law aimed at transposing the AIFMD II Directive into national legislation, by amending and supplementing the legislative framework applicable to collective investment undertakings and investment fund managers operating on the local capital market, was adopted today by the Government.

The Financial Supervisory Authority (ASF) played a key role in developing this project by conducting an extensive and ongoing consultation process, which allowed for the collection and integration of relevant comments, as well as through the expertise provided by the Authority's specialists.

"The adoption of this project is a decisive step towards strengthening the Romanian capital market. On the one hand, we are ensuring that national legislation is fully aligned with European standards and best practices, which increases the credibility and compatibility of our market at international level. On the other hand, this move brings more clarity and predictability for investors and companies, contributing to the sustainable development of the economy and increasing confidence in financial market mechanisms," declared Mr. Alexandru Petrescu, the ASF President.

This legislative initiative is an important step in strengthening the Romanian capital market, aiming to offer investors greater transparency and protection, provide them with a wider range of investment options, and open up alternative sources of financing for corporations and SMEs in the real economy.    

"The changes brought about by this legislative initiative have a direct and concrete impact on investors and companies: they ensure a higher level of protection, diversify the range of financial products available, and open up new financing channels for the real economy. At the same time, they increase transparency and confidence in the capital market, contributing to the development of the business environment in Romania," declared Mr. Gabriel-Ioan Avrămescu, First Vice-President of ASF, coordinator of the Financial Instruments and Investments Sector.

The draft law aims to fulfill Romania's obligations as an EU member state to transpose into national law the provisions of Directive (EU) 2024/927 amending Directives 2011/61/EU and 2009/65/EC as regards provisions on delegation, liquidity risk management, reporting for supervisory purposes, the provision of depositary and custody services, and lending by alternative investment funds (AIFMD II).

This legislative act amends provisions contained in Emergency Ordinance No. 32/2012 on collective investment undertakings in transferable securities and investment management companies and in Law No. 74/2015 on alternative investment fund managers, both as subsequently amended and supplemented.

The draft law approved by the Government mainly envisages:

• Regulation of alternative investment funds (AIFs) that grant loans. Provisions are introduced regarding the right of AIFs to grant loans. Alternative investment fund managers (AIFMs) established in the European Union (EU) that manage AIFs that grant loans must implement and maintain effective policies, procedures, and processes for granting loans and assessing credit risk, which must be reviewed at least annually. In situations where AIFMs/AIFs established in Romania carry out lending activities permitted in Romania, according to the draft law, they will have to perform creditworthiness analyses of legal entity borrowers based on prudential requirements and report these operations to the Credit Risk Center (CRC). In addition, loans granted to a single borrower are limited to a maximum of 20% of the AIF's capital if the borrower is a financial company (within the meaning of Law No. 237/2015 on the authorization and supervision of insurance and reinsurance activities, as subsequently amended and supplemented), another AIF or an undertaking for collective investment in transferable securities (UCITS). Provisions are introduced prohibiting AIFMs/AIFs established in Romania or in other Member States from granting and/or managing consumer loans on the territory of Romania. Thus, AIFs that grant loans can constitute alternative financing channels for the real economy, with direct benefits for corporations and SMEs, but also for economic development.
• New obligations for IMCs and AIFMs. Provisions are introduced regarding the obligation of investment management companies (IMC) and AIFMs to provide a detailed description of the human and technical resources used to perform their functions and, in the case of delegation agreements, to supervise the entities to which certain activities have been delegated. Thus, the new obligations for IMC and AIFM will generate more transparency and confidence in the market, as investors will be able to more easily assess the actual capacity of IMC/AIFM to manage funds, given that the risk of fraud or mismanagement would decrease significantly.
• Diversification and modernization of the role of fund managers. Provisions are introduced to extend the list of ancillary services that an AIFM may provide in addition to its main activities. Specifically, the list includes the administration of benchmarks in accordance with Regulation (EU) 2016/1011 and the administration of loans to legal entities in accordance with Government Emergency Ordinance No. 15/2024 on credit administrators and credit purchasers, as well as for amending and supplementing certain legislative acts on consumer credit agreements. These provisions enable AIFMs to become more comprehensive and competitive financial players.
• Access to cross-border depositary services. Provisions are introduced stating that ASF may allow the provision of cross-border depositary services for AIFs established in Romania in certain justified cases (previously, the depositary had to be established in the AIF's home Member State). This allows access to a larger number of depositary service providers, and competition between them could lead to lower prices and improved quality of these services on the local market.
• No reciprocity agreement for third-country IMCs. In addition to the process of transposing the European directive, provisions are being introduced to eliminate the requirement for a reciprocity agreement in the case of investment management companies (IMCs) from third countries establishing branches in Romania. This change is made in accordance with the recommendations of the Organization for Economic Cooperation and Development (OECD), with the aim of aligning Romania with international standards and facilitating investor access to the market. At the same time, the move reflects the commitments made by ASF in the assessment carried out by the OECD Investment Committee and represents an essential step in accelerating the process of accession to the Organization.

The draft law approved by the Government is to be submitted to the Romanian Parliament for debate and approval.