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E-commerce in Romania

March 21, 2024

The e-commerce market is booming in Romania, largely due to the fact that an online store can be set up and developed with a smaller investment than physical stores.

Our guide presents the legal aspects you need to take into account when you intend to start an online business that involves selling products or services.

Download our eBook on e-commerce in Romania, or read more below.

Setting up the online shop

The first step to be taken before opening the online shop itself is to register with the Trade Register the entity that will own and manage the shop, and for this there are several options.

Choosing the legal form and setting up the company

Legal form

Choosing the legal form under which the online shop will operate is necessary in order to issue invoices and to operate under Romanian law.

You can choose to operate as a legal entity or an individual:

  • APP (Authorized Physical Person) – with up to 3 employees
  • LLC-D (Limited Liability Company – Start-up) – is recommended for all people, regardless of age, who are opening a business for the first time
  • LLC (Limited Liability Company)

Setting up a D-LLC is similar to setting up an LLC.

Procedure for setting up

For both the establishment of a D-LLC and an LLC, the documents to be filed with the Commercial Registry are:

  • Company name reservation
  • Documents attesting the rights of use of the premises used as the company’s registered office: rental contract, commodatum, etc.
  • The memorandum of association – here the CAEN code must be mentioned, which for online trade is 4791 – Retail trade via the internet or via order houses. In the case of trading of certain types of products, additional CAEN codes may need to be entered
  • Other documents, such as a partner declaration, and formalities: submission of share capital (Law 223/2020 abolished the requirement for a minimum share capital, but, as according to Law 31/1990 the share capital of a company is divided into equal parts, it cannot be less than 1 RON).
  • A series of forms that you will receive and fill in on the spot at the Trade Register

Depending on the documents submitted in support of the application, additional documents may be requested by the Trade Registry.

Regarding the establishment of a APP, the provisions of GEO no. 44/2008 on the conduct of economic activities by authorized individuals, sole proprietorships and family businesses must be taken into account, each form of activity having its own specificity. This form of marketing is often found among those who have a certain training (e.g. programmers), as GEO 44/2008 specifies the conditions that must be met for each legal form.

Necessary authorisations to operate the online shop

After obtaining the registration certificate from the Trade Register, other authorizations will be obtained (depending on the type of products sold through the online shop), such as, but not limited to:

  • The operating permit (from the City Hall)
  • Environmental permit (from AFM)
  • Health authorisation (from the DSP)
  • Sanitary and veterinary authorisation (from the DSV)

Mandatory legal elements on the website

This is regulated by Law No 365 of 7 June 2002 republished, and Article 5 lists at least the following information:

  • Name or designation of service provider;
  • Domicile or registered office of the service provider;
  • Telephone numbers, fax numbers, e-mail address and any other data necessary to contact the service provider directly and effectively;
  • The registration number or other similar means of identification, if the service provider is registered in the Trade Register or similar public register;
  • Tax registration code;
  • The identification details of the competent authority, if the service provider’s activity is subject to an authorisation regime;
  • The professional title and the State in which it has been granted, the professional body or any similar body of which it is a member, an indication of the regulations applicable to that profession in the State in which the service provider is established and the means of access to them, if the service provider carries out a regulated professional activity;
  • The tariffs for the services offered, which must be indicated in accordance with the rules on the marketing of goods and services on the market, specifying whether or not value added tax is exempt, included or not included, and the amount of such tax;
  • Inclusion or non-inclusion in the price of delivery charges and their amount, if applicable;
  • Any other information that the service provider is obliged to make available to recipients, in accordance with the legal provisions in force.

All this information, as well as any other that may be necessary or relevant, must be easily accessible, permanently and free of charge. The service provider must display this information in a clear, visible form on the web page through which the service is offered.

Other legal obligations of traders

From August 2022, traders have a new legal obligation relating to consumer relations. Thus, by Order no. 449/2022 on some measures to inform consumers about alternative dispute resolution, the National Authority for Consumer Protection has established the obligation for all traders to publish on their website an information leaflet on the alternative dispute resolution procedure.

Thus, according to Article 2 para. 1 of the Order: traders who manage websites for sales, online order taking and/or advertising of products and/or services, tourist services, marketing of packages of tourist services or airline tickets, including e-commerce – electronic commerce, are obliged to display on the first page of the website – home page, on the menu bar of the page, the pictograms provided in Annex no. 2 which is an integral part of this Order.

Personal data protection

A particularly important aspect to keep in mind and implement for any merchant operating online is the implementation of the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

Personal data is any information relating to a natural person, such as name and surname, ID number, address, e-mail, location, telephone number and any other information that can help identify the person.

In carrying out the online commerce activity, the merchant processes the personal data of its customers, thus becoming a personal data controller. In this capacity, the trader has some essential obligations which, if breached, can lead to some of the highest fines in the EU.

The most important obligation would be to publish on the website an updated Privacy Policy, which would provide in a simple, clear and accessible language, the details of the processing of personal data of customers: what types of data are processed, what is the basis of processing, the duration of data storage, the rights of data subjects regarding the processing of personal data.

The trader will also be obliged to provide an address, telephone number or e-mail address at which he can be contacted regarding the protection of the personal data of the data subjects.

Methods of payment and delivery

The more payment methods there are, the greater the convenience for the prospective buyer.

You can opt for:

  • refund payment
  • card payment
  • payment by PayPal
  • payment by bank transfer

Delivery by courier is most often used, even if this service means a higher cost of the product. However, it is also possible to send the parcel by post or to collect the product directly from the seller or the post office.

In addition, shipping discounts can be offered, the parcel can be tracked, delivery charges can be set according to price, volume or weight and more.

Terms and conditions

The Terms and Conditions section is perhaps the most important section that must be included in any online store, because it is, in fact, the remote contract between seller and consumer.

Like any contract, it must contain, among other things, the following:

  • Identification data of the seller
  • Deadlines for returning the products
  • Liability
  • Transfer of ownership
  • Processing of personal data, etc.

The necessary clauses are numerous, which is why, in order to be convinced that nothing important is omitted, it is recommended to call a specialist who can draft the Terms and Conditions section, taking into account all the legal provisions relating to e-commerce.

Return of products and refund of money

Applicable law does not require the customer to return the product in its original packaging, this is a limitation on the customer’s right to withdraw from the contract and, unfortunately, most online shops impose this condition. According to the new regulations, more specifically Article 16, point 12 of Law 249/2015, “It is prohibited to condition, in any form, the legal rights of consumers relating to the warranty of the purchased product to keep the packaging.” It should also be noted that the product must be returned with all the accessories with which it was delivered.

Under EU law, if the products purchased turn out to be faulty or do not look as described, the trader must repair, replace, reduce the price or refund the customer.

Buyers have the right to cancel and return their order within 14 days, for any reason and without any justification

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