Drafting the Financial Statements and Accounting Reports as at 31 December 2024

Noutăți

30 January

Situatii financiare 2024
Financial Statements 2024

The 107/2025 regarding the main aspects related to the preparation and submission of annual financial statements and annual accounting reports of economic operators to the territorial units of the Ministry of Finance was published (OG 59/2025)

The regulations on the preparation and submission of financial statements and annual accounting reports are applied by the following categories of entities:

the entities applying the accounting regulations regarding individual annual financial statements and consolidated annual financial statements, approved by OMFP no. 1,802/2014
the entities applying the IFRS-compliant accounting regulations, applicable to commercial companies whose securities are admitted to trading on a regulated market, approved by OMFP no. 2,844/2016
non-profit legal entities.

The companies whose securities were admitted to trading during the financial year 2024 draw up the individual annual financial statements based on IFRS by restating the information from the accounting organized on the basis of OMFP 1802/2014. Starting with the financial year 2025, the companies whose securities were admitted to trading during the financial year 2024 keep accounting based on the provisions of IFRS.

Drafting the annual financial statements

The content of annual financial statements depends on the qualification of entities according to the size criteria provided OMFP 1802/2014.

For preparation of annual financial statements as of the 31^st of December 2024, the classification according to size criteria provided below is carried out at the end of the financial year, based on indicators determined from annual financial statements for the previous financial year and indicators determined based on accounting data and trial balance sheet concluded at the end of the current financial year. The size criteria were updated during 2024.

Entities that have chosen a financial year different from the calendar year determine the criteria based on indicators determined from annual financial statements for the previous financial year and indicators determined based on accounting data and the trial balance sheet prepared at the end of the financial year thus chosen, and which ends on a date subsequent to the 1^st of January 2025.

1. Micro-entities, representing entities which at year-end do not exceed at least 2 of the following thresholds:

total assets: RON 2,250,000;
net turnover: RON 4,500,000;
average headcount: 10.

prepare annual financial statements containing:

Simplified Balance Sheet (code 10);
Income Statement (code 20);
Informative Data form (code 30);
Statement of fixed assets form (code 40).

Micro-entities do not have the obligation to prepare disclosure notes, their preparation being optional, but they must present a minimum set of information regarding accounting policies, financial commitments, guarantees, contingent assets and liabilities, as well as information on advances and credits granted to directors or commitments made on their behalf.

2. Small entities, representing entities which are not micro-entities and which at year-end, do not exceed at least 2 of the following thresholds:

total assets: RON 25,000,000;
net turnover: RON 50,000,000;
average headcount: 50.

prepare annual financial statements containing:

Simplified Balance Sheet (code 10);
Income Statement (code 20);
Informative Data form (code 30);
Statement of fixed assets form (code 40);
Disclosure notes;

Optionally, the statement of changes in owner’s equity and cash flow statement may be prepared.

3. Medium and large entities, representing entities which at year-end, exceed at least 2 of the following thresholds:

total assets: RON 25,000,000;
net turnover: RON 50,000,000;
average headcount: 50.

as well as state companies, these entities prepare annual financial statements containing:

Balance Sheet (code 10);
Income Statement (code 20);
Informative Data form (code 30);
Statement of fixed assets form (code 40);
Statement of changes in owner’s equity;
Cash flow statement;
Disclosure notes.

Newly set-up entities may prepare abbreviated annual financial statements or five-component annual financial statements, as well as annual financial statements as those applicable to micro-entities, for the first reporting financial year.

Non-profit legal entities which do not carry out economic activities prepare annual financial statements as at the 31st of December containing a simplified balance sheet and abbreviated income statement, by using the assistance programme developed by the Ministry of Public Finance.

Non-profit legal entities, carrying out economic activities prepare annual financial statements as at the 31^st of December containing a balance sheet and income statement, by using the assistance programme by the Ministry of Public Finance (MPF). For these economic activities carried out by non-profit legal entities, according to law, Accounting Regulations for non-profit legal entities approved by Order of the Minister of Economy and Finance 1969/2007 is completed, depending on the case, with Accounting Regulations approved by the Minister of Public Finance 1802/2014.

Non-profit legal entities that have opted for a financial year different from the calendar year are required to prepare and submit annual financial reports as of as at the 31^st of December, in accordance with the provisions of OMF 1.240/2021 regarding specific regulations applicable to entities choosing a financial year different from the calendar year. These entities must prepare annual financial reports as of as at the 31^st of December separately from the annual financial statements closed on their chosen reporting date.

Branches and Permanent Establishments

Units without legal personality (branches or permanent establishments) belonging to legal entities headquartered in Romania must maintain their own accounting records to ensure compliance with legal reporting requirements and enable their parent companies to prepare annual financial statements.

Activities carried out abroad through branches or permanent establishments belonging to legal entities based in Romania must be included in the financial statements of the Romanian legal entity and reported within Romania, in accordance with applicable accounting regulations.

Branches established in Romania by companies based in European Economic Area (EEA) member states are not required to prepare annual financial statements for their own activities but must submit annual accounting reports.

If a foreign legal entity operates in Romania through multiple permanent establishments, the annual financial statements and, where applicable, the annual accounting reports must be prepared by the designated permanent establishment responsible for fulfilling tax obligations. These reports must reflect the activities of all permanent establishments. To ensure accurate reporting, the designated permanent establishment consolidates financial information from each individual permanent establishment.

Foreign legal entities that have their place of effective management in Romania are required to prepare annual financial statements and accounting reports in accordance with Law 82/1991.

Legal Entities Undergoing Liquidation

During the liquidation process, legal entities undergoing liquidation are not required to prepare financial statements. However, they must submit an annual accounting report to ANAF within 90 days of the end of each calendar year. For further details, see the section “Annual Accounting Reporting System as of 31^st of December “.

Entities Regulated by the National Bank of Romania (NBR) and the Financial Supervisory Authority (FSA)

Entities subject to the accounting regulations of the National Bank of Romania (NBR) or the Financial Supervisory Authority (FSA) must prepare annual financial statements as of 31^st of December , in compliance with both the specific regulations applicable to them and the general provisions outlined below.

These entities must submit their annual financial statements to ANAF in the format and within the deadlines set by the regulations issued by NBR and FSA.

Annual financial statements prepared by these entities, except for individual financial statements compliant with IFRS, must be accompanied by the “Informative Data” form and the “Statement of Fixed Assets” form, following the format established by NBR and FSA.

Individual annual financial statements compliant with IFRS must include the components required by the International Financial Reporting Standards (IFRS). These entities must also prepare separate annual accounting reports as of 31^st of December , in the format established by NBR and FSA, distinct from the annual financial statements. The annual accounting reports must be accompanied by the “Informative Data” form and the “Statement of Fixed Assets” form, in the format and conditions set by NBR and FSA.

The electronic format of the annual accounting report as of 31^st of December , including the necessary forms and verification software along with the user documentation, as well as the inactivity declaration, can be obtained using the assistance program developed by the Ministry of Finance. This assistance program is available free of charge from ANAF or can be downloaded from the ANAF website at www.anaf.ro.

Auditing of annual financial statements

The financial statements prepared by medium and large entities, state companies, as well as entities that, on the balance sheet date, exceed at least two of the following three criteria, are subject to statutory audit:

total assets: RON 16,000,000;
net turnover: RON 32,000,000;
average headcount: 50.

The audit obligation will cease if, for two consecutive financial years, two of the three aforementioned criteria are not met.

Submission deadline

The deadlines for submitting annual financial statements to ANAF are as follows:

📅 the 31^st of May 2025, for:

companies regulated by Law 31/1990, national companies, autonomous administrations, national research and development institutes;
sub-units in Romania, belonging to legal entities having their headquarters abroad, permanent establishments of legal entities with headquarters abroad, as well as foreign legal entities that have their place of effective management in Romania. The exception is entities of companies with headquarters in the European Economic Area and which submit annual accounting reports (see below).

📅 the 30^th of April 2025, for the other entities provided by art. 1 para. (1) – (3) of Law 82/1991, public institutions, associations and other for-profit and non-profit organizations.

📅 The 1^st of March 2025 – Declaration of inactivity – Entities which do not carry out activity from inception through the end of the reporting financial year do not prepare annual financial statements. Instead, they will submit a statement under own responsibility/affidavit signed by the person having the obligation to manage the entity.

If the dates provided above correspond to non-working days, the last reporting day is the subsequent working day.

Change of Financial Year

Entities opting for a financial year different from the calendar year have the obligation to submit a notification to elect the option for a financial year different from the calendar year in electronic/digital format to ANAF at least 30 calendar days prior to the beginning of the entity’s financial year or within 30 calendar days from set-up date of newly established entities opting for a different financial year than calendar year at inception.

Submission

Annual financial statements as at the 31st of December are submitted:

in paper and electronic format at register offices of the territorial unit of Minister of Public Finance (MFP) or at post offices, as letters with declared value;

only in electronic format at www.e-guvernare.ro, having an extended electronic signature attached.

The electronic format of annual financial statements, consisting of a .pdf file with an .xml file with an attached .zip file containing annual financial statements and documents requested by law, as they are prepared by the reporting entities are scanned in readable black and white format, with resolution allowing a maximum size of 9.5 MB for the .pdf file.

The statement of inactivity, as well as the notification to fiscal authorities regarding the option for a different financial year than the calendar year, is also submitted in paper and electronic format, or only in electronic format having an extended electronic signature.

Signature of annual financial statements

All annual financial statements closed as at the 31^st of December should be signed by individuals who are entitled by law and by the Director or individual responsible for management of the entity.

First, annual financial statements should be signed by individuals preparing them. The signature should be by the person organising and conducting accounting activities for the company for which the forms are submitted, or by an authorized provider of accounting services. Specifically, the person signing for preparation of financial statements may be:

Economic Director or Chief Accountant;
Another empowered person;
Authorized individuals or legal entities, CECCAR members.

Regarding empowered persons, not just anyone within the company may sign financial statements. That is, the concerned person should have higher education in the field of economics and be able to stand in, based on a notarized power of attorney, for Economic Director or Chief Accountant

Annual financial statements are also signed by the Director or by the person responsible for management of the entity.

Annual financial statements should be accompanied by a management report, audit report or audit committee report (“cenzori”), and, depending on the case, by the proposal for profit allocation or recovery of accounting loss.

Annual financial statements should be accompanied by a written statement of the Director, the head of the public entity or the person who is responsible for management of the respective unit, stating that he/she is responsible for preparation of annual financial statements and confirms that:

Accounting policies used to prepare annual financial statements are in accordance with applicable accounting regulations;
Annual financial statements present a fair view of the financial position, financial performance as well as other information regarding the activity;
The legal entity carries out its activity as a going concern.

Dividends distributed in advance during the 2024 financial year

Dividends distributed in advance throughout 2024 based on quarterly interim financial statements should be analysed in relation to the final distributable profit for the year 2024. If the anticipated distributions exceed the annual distributable amount, the associates/shareholders should repay the surplus distributed in advance.

Annual accounting report as of 31^st of December

Who should submit accounting reports as of the 31^st of December?

entities which opted for a different financial year than the calendar year, according to art. 27 para. (3) of Accounting Law 82/1991, in any organizational and ownership form;
legal entities under liquidation, according to law;
sub-units opened in Romania by companies which are resident in EEA States;
legal entities which are required to apply Accounting Regulations in conformity with IFRS should submit annual accounting reports as of 31^st of December 2023, in addition to annual financial statements including all components provided by IFRS.

Accounting reports are different from annual financial statements concluded on the date selected.

Annual accounting reports as of 31^st of December contain the following forms:

Statement of Financial Position (code 10);
Income statement (code 20);
Informative data form (code 30);
Statement of fixed assets (code 40).

These reports are prepared based on the summary trial balance closed as at the 31^st of December.

Electronic format of annual accounting reports as at the 31^st of December, including the necessary forms and online verification application, with instructions for use, is obtained using guidance on its preparation made available by MPF (Ministry of Public Finance).

This application is distinct from that used for preparation of annual financial statements and for simplified annual financial statements.

Signature

The annual accounting report as at the 31^st of December is signed by individuals who are entitled by law to sign annual financial statements and by the Director or individual responsible for management of the entity.

Deadlines for preparation and submission of annual accounting reports

The submission of annual accounting reports as of 31st December, prepared by the entities mentioned above, must be made by 31st May 2025, inclusive, except for the annual accounting reports prepared by legal entities in liquidation.

If 31st May falls on a non-working day, the submission deadline is extended to the next working day.

For legal entities in liquidation, during the entire liquidation process, they must submit an annual accounting report to ANAF within 90 days from the end of the calendar year. The deadline for submitting the report for 31st of December 2024, is 31st of March 2025.

Entities must submit their annual accounting reports for December 31 to the territorial units of the Ministry of Public Finance (MFP) in both paper and electronic formats, or solely in electronic format through the portal www.e-guvernare.ro, with an attached extended electronic signature. The electronic format of the annual accounting reports, generated through the assistance programs, consists of a PDF file with an attached XML file.

Entities that have opted for a financial year different from the calendar year and have not carried out any activity from the date of establishment until 31st of December, as well as entities in liquidation, according to the law, are not required to prepare annual reports as of December 31. Instead, they must submit a declaration of inactivity to the territorial units of the MFP, signed under the personal responsibility of the entity’s manager.

The submission of declarations by entities that have not carried out any activity from their establishment until the reporting date must be made within 60 calendar days from the end of the calendar year.

Article written by Valentin Alangiu, Accounting & Tax Partner – Nowium Tax&Finance

Valentin ALANGIU

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