Investment regulation - Romania

Market Coverage | Romania

Reference

Service level

CBL

Last Updated

29.10.2026

Holding restrictions

Note: There are currently no general foreign or domestic ownership restrictions to investors in the Romanian Market.

However, specific ownership restrictions, prior authorisation requirements, and mandatory disclosure rules apply depending on the specialised entity, the regulated sector, or the acquisition circumstances as set out below.

Security / holding	Threshold	Approval required
Shares of companies traded on a regulated market	Reaching, exceeding, or falling below 5%, 10%, 15%, 20%, 25%, 33%, 50%, or 75% of total voting rights	No prior approval required; statutory notification mandatory. Under Law No. 24/2017, as subsequently amended, shareholders must report changes in major holdings promptly, but no later than four (4) trading days from the date on which the shareholder becomes aware, or should have become aware, of the acquisition, disposal, or right to exercise voting rights (irrespective of the transaction effective date). The notification must be submitted simultaneously to the issuer and to the Financial Supervisory Authority (ASF). Shareholders do not report directly to the Bucharest Stock Exchange (BSE); the issuer is responsible for publishing the information to the market. Thresholds are computed taking into account direct and indirect holdings, as well as qualifying financial instruments carrying voting rights or having a similar economic effect. Non-compliance constitutes an administrative offence under Art. 146(1)(c) of Law No. 24/2017. For legal entities, sanctions include a warning or fine from RON 15,000 up to the higher of RON 45,000,000, 5% of total annual turnover, or twice the benefit gained / loss avoided. For natural persons, sanctions include a warning or fine from RON 10,000 up to the higher of RON 9,000,000, or twice the benefit gained / loss avoided.
Publicly traded shares – Mandatory public takeover bid	Acquisition of more than 33% of voting rights	Mandatory takeover offer required; prior approval of offer document by the ASF. Pursuant to Law No. 24/2017, acquiring more than 33% of the voting rights of a publicly traded company entails the mandatory launch of a public takeover offer. Until the takeover offer is launched, the shareholder is legally prohibited from acquiring additional shares of the issuer, and voting rights attached to shares exceeding the 33% threshold are suspended by law.
MFI shares (Bucharest Stock Exchange - BVB)	Holding of 20% of total voting rights (or crossing 5%, 10%, or 20%)	Prior approval from the Financial Supervisory Authority (ASF) mandatory for 20% holding. Statutory holding ceiling: Shareholders of a market operator (stock exchange) shall not hold, directly or together with persons acting in concert, more than 20% of total voting rights. Reaching, exceeding, or falling below 5%, 10%, or 20% of voting rights must be reported within due time to the market operator and the ASF. Any acquisition resulting in a holding of 20% of total voting rights requires prior approval from the ASF.
Credit institutions (Banks) shares	Acquisition or disposal crossing 10%, 20%, 33%, or 50% of share capital or voting rights	Prior approval from the National Bank of Romania (NBR) mandatory. Investors wishing to acquire 10% (or decrease below 10%), or to acquire, exceed, or decrease below 20%, 33%, or 50% of the share capital or voting rights of a credit institution must obtain prior approval from the National Bank of Romania (NBR). Non-compliance results in statutory loss of voting rights and a mandatory forced sale order: the investor is required to sell the shares; failing which, the credit institution is legally obliged to cancel them, issue new shares, and remit net sale proceeds to the shareholder.
Investment services companies and Collective investment in securities	Acquisition or disposal crossing 10%, 20%, 33%, or 50% of share capital or voting rights	Prior approval from the Financial Supervisory Authority (ASF) mandatory. Prior approval of the ASF is required to acquire 10%, or to reach, exceed, or decrease below 20%, 33%, or 50% of the share capital or voting rights (or where the company becomes/ceases to be a subsidiary). Non-compliance results in cancellation of votes cast, suspension of voting rights, and potential administrative fines ranging from 0.1% to 10% of the turnover achieved in the previous fiscal year.
Insurance companies shares	Acquisition or disposal crossing 10%, 20%, 33%, or 50% of share capital or voting rights	Prior approval from the Financial Supervisory Authority (ASF) mandatory. Investors wishing to acquire 10% (or decrease below 10%), or to acquire, exceed, or decrease below 20%, 33%, or 50% of the share capital or voting rights must obtain prior approval from the ASF. Non-compliance results in cancellation of votes cast or suspension of voting rights.
Private pension fund management companies shares	Acquisition or transfer of 10% or more of shares or voting rights (and 5% ceiling for individuals)	Prior approval from the Financial Supervisory Authority (ASF) mandatory for transfers ≥ 10%. Share transfers of at least 10% in private pension fund management companies are subject to prior approval from the ASF. Transfers below 10% must be notified within 14 calendar days from transaction date. Statutory holding ceiling: Shares held by individuals cannot exceed 5% of a management company. Non-compliance results in cancellation of votes cast, suspension of voting rights, and administrative fines.
Optional pension fund management companies shares	Acquisition of shares exceeding 5% (and single-entity ownership limit)	Prior approval from the Financial Supervisory Authority (ASF) mandatory for acquisitions > 5%. Statutory holding restriction: An entity may hold shares in one optional pension fund management company only. Acquisitions of shares exceeding 5% require prior approval from the ASF. Sanctions include cancellation of votes cast, suspension of voting rights, and administrative fines.
Non-bank FIs shares	Direct shareholding of 10% or more of share capital	Regulatory notification to the National Bank of Romania (NBR) required (within 30 calendar days). Persons becoming direct shareholders of at least 10% of share capital must notify their participation to the NBR within 30 days from the transfer date. Shareholders of at least 10% are also reported annually to the NBR by the entity. Failure to notify is subject to NBR administrative sanctions.