ORDER No 3055 of 29 October 2009 for the approval of the accounting regulations complying with the European irectives

E!"##ER$ #%E !"N"&#R' O( )*+,"- ("N.N-E )*+,"&%ED "N$ #%E O(("-"., /.0E##E O( RO!.N". No 122 of 30 November 2009 #e4t translate by -O!).N". DE "N(OR!.#"-5 NE.!6 for the legislative software ,E7 E7)ER# "t must be specifie that the only te4t which shall pro uce legal effects is the te4t in the Romanian language8 )ursuant to the provisions of .rticle 2 92: a: an of .rticle 30 9;: of the /overnment Decision No 3;<2009 on the organisation an functioning of the !inistry of )ublic (inance= as subse>uently amen e an supplemente = base on the provisions of .rticle ; 93: of the .ccounting ,aw No ?2<3993= republishe = the !inister of )ublic (inance issues the following or er$ .R#8 3 93: #here are hereby approve the .ccounting regulations complying with the European irectives= inclu e in the anne4@: that is an integral part of this or er8 92: #he regulations provi e in paragraph 93: inclu e the .ccounting regulations complying with the (ourth Directive of the European Economic -ommunities an the .ccounting regulations complying with the &eventh Directive of the European Economic -ommunities8 AAAAAAAAAAAA @: #he anne4 shall be publishe in the Official /aBette of Romania= )art "= No 122 bis of 30 November 2009= which may be purchase from the -entre for public relations of the .utonomous Regie C!onitorul OficialC= +ucharest= No 3 )an uri main roa 8 .R#8 2 93: #he .ccounting regulations complying with the (ourth Directive of the European Economic -ommunities shall be applie by the entities provi e in .rticle 3 93: of the regulations8 92: #he subAunits without legal personality= with their hea >uarters abroa = pertaining to legal persons with their hea >uarters or omicile in Romania= as well as the subAunits from Romania that belong to legal

persons with their hea >uarters or omicile abroa shall be boun to organise an manage their own accounting= accor ing to the regulations mentione in paragraph 93:8 .R#8 3 93: #he legal persons which e4cee the limits of two of the 3 criteria= hereinafter calle siBe criteria= on the ate of the balance sheet$ A total assets$ E*R 3 250 000D A net turnover$ E*R 1 300 000D A average number of employees uring a financial year$ 50 shall raw up annual financial statements which comprise$ A balance sheetD A profit an loss accountD A statements of changes in e>uityD A cash flow statementD A e4planatory notes for the annual financial statements8 92: #he legal persons which e4cee the limits of two of the siBe criteria provi e in paragraph 93: on the ate of the balance sheet shall raw up abri ge annual financial statements which comprise$ A balance sheet in shortD A profit an loss accountD A e4planatory notes to the abri ge annual financial statements8 Optionally= they may raw up the statement of changes in e>uity an <or the cash flow statement8 93: .ccor ing to the accounting law the annual financial statements must be accompanie by a written statement of un ertaEing the liability of the management by the legal person for the rawing up of the annual financial statements in accor ance with the .ccounting regulations complying with the (ourth Directive of the European Economic -ommunities8 9;: #he legal persons which have rawn up the abri ge annual financial statements shall raw up the annual financial statements provi e in paragraph 93: only if= uring two consecutive financial years= they e4cee the limits of two of the 3 siBe criteria provi e in paragraph 93:8 #he legal persons which have rawn up the annual financial statements provi e in paragraph 93: shall raw up the abri ge annual financial statements only if= uring two consecutive financial years= they o not e4cee the limits of two of the 3 siBe criteria provi e in paragraph 93:8 95: "n case of newlyAestablishe entities= these may receive for the first reporting e4ercise abri ge annual financial statements or 5Acomponent annual financial statements8 (or the secon reporting year= these entities shall analyse the in icators etermine from the financial statements of the previous year an the in icators etermine on the basis of the ata in

the booEs of account an of the trial balance conclu e at the en of the current financial e4ercise= by rawing up the annual financial statements epen ing on the siBe criteria registere 8 .R#8 ; "n case of entities a ministere in ual system= accor ing to the law= the references ma e in the regulations provi e in .rticle 3 to Ca ministratorsC shall be rea as references ma e to Cmembers of irectorshipC8 .R#8 5 93: #he annual financial statements rawn up by the legal persons provi e in .rticle 3 93: shall be subFect to au it= accor ing to the law8 92: #he annual financial statements rawn up by the public interest entities= as efine by the law= shall also be subFect to the statutory au it8 93: #he abri ge annual financial statements shall be checEe accor ing to the law8 .R#8 2 #he tra ing companies whose transferable securities are a mitte for ealing on a regulate marEet= as efine by the legislation in force on the capital marEet= shall raw up 5Acomponent annual financial statements= as efine in .rticle 3 93:= regar less of the total assets= the net turnover or the average number of employees8 .R#8 1 93: #he subAunits without legal personality= that belong to legal persons with their hea office or omicile in Romania= shall organise an manage their own accounting recor s= so that it allows to etermine the information an obligations provi e by law= an the legal persons to which they belong may raw up annual financial statements8 92: #he activity pursue abroa by the subAunits without legal personality= that belong to legal persons with their hea office or omicile in Romania= shall be inclu e in the financial statements of the Romanian legal person an shall be reporte on the Romanian territory= in compliance with the provisions of the .ccounting regulations complying with the (ourth Directive of the European Economic -ommunities8 93: Githin the meaning of this or er= subAunits without legal personality that belong to legal persons with their hea office or omicile in Romania mean subsi iaries= agencies= representative offices or other similar units without legal personality= establishe accor ing to the law8 9;: #he persons esignate as representative<fiscal authorise bo y= accor ing to the (iscal -o e an the (iscal )roce ure -o e= shall Eeep their own accounting epen ing on their statute of natural or legal persons= as applicable8 "n case they are legal persons= they shall raw up annual financial statements an accounting reports= accor ing to the .ccounting ,aw No ?2<3993= republishe 8

95: (rom an accounting viewpoint= the permanent establishments from Romania that belong to certain legal persons with the hea office abroa represent subAunits without legal personality that belong to these legal persons an shall be un er the obligation to raw up the annual financial statements an accounting reports re>uire by the .ccounting ,aw No ?2<3993= republishe 8 .R#8 ? 93: "n case of Foint ventures between a Romanian legal person an a foreign legal person= the accounting shall be Eept by the person appointe by the associates= which is liable un er the law8 92: *pon organisation an management of the accounting of the Foint venture both the .ccounting regulations complying with the (ourth Directive of the European Economic -ommunities an the re>uirements resulting from other legal provisions must be ha in view8 93: #he .ccounting regulations complying with the (ourth Directive of the European Economic -ommunities shall also apply to Foint ventures between foreign legal persons 9nonAresi ents:= registere in Romania8 (or these purposes= the associate esignate by the association contract to meet the fiscal obligations shall organise an manage the accounting recor s of the Foint venture= so that the information an obligations provi e by the law may be etermine = without rawing up the annual financial statements8 .R#8 9 #he !inistry of )ublic (inance an other regulatory authorities may re>uest that in the annual financial statements be presente some a itional information as compare to those that must be presente in compliance with the regulations provi e in .rticle 38 .R#8 30 (or the application of the accounting regulations complying with the European irectives= the entities must evelop their own accounting policies which are approve by the a ministrators= accor ing to the law8 "n case of entities which o not have a ministrators= the accounting policies shall be approve by the persons who are un er the obligation to manage such entities8 .R#8 33 93: #he consoli ate annual financial statements shall be elaborate in accor ance with the .ccounting regulations complying with the &eventh Directive of the European Economic -ommunities8 92: . parentAcompany must raw up consoli ate annual financial statements if it belongs to a group of companies an meets one of the following con itions$ a: it hol s the maFority of the voting rights of the sharehol ers or associates in another company calle branchD

b: it is a sharehol er or associate of a company an the maFority of the members of the a ministration= management an supervision bo ies of the company in >uestion 9branch:= which have fille such offices uring the financial year= uring the previous financial year an by the time the consoli ate annual financial statements are rawn up= were only appointe as a result of e4ercising their voting rightsD c: it is a sharehol er or associate of a company an hol s on its own the control over the maFority of the voting rights of the companyHs sharehol ers or associates= pursuant to an agreement with other sharehol ers or associatesD : it is a sharehol er or associate an it has the right to e4ercise a ominant influence over the branch= pursuant to a contract conclu e with such tra ing company or to a clause in the memoran um of association or articles of association= if the legislation applicable to the branch allows the e4istence of such contracts or clausesD e: the parentAcompany hol s the power to e4ercise or actually e4ercises a ominant influence or control over such branchD f: it is a sharehol er or associate an has the right to appoint or ismiss the maFority of the members of the a ministration= management an supervision bo ies of the branchD or g: the parentAcompany an the branch are manage on a unifie basis by the parentAcompany8 .R#8 32 93: . parentAcompany shall be e4empte from the rawing up of the consoli ate annual financial statements if= on the ate of the consoli ate balance sheet= the tra ing companies that are to be consoli ate o not e4cee together= base on their latest annual financial statements= the limits of two of the following 3 criteria$ A total assets$ E*R 31 520 000D A net turnover$ E*R 35 0;0 000D A average number of employees uring a financial year$ 2508 92: #he e4emption provi e in paragraph 93: shall not apply if one of the branches that is going to be consoli ate is a tra ing company whose transferable securities are a mitte for ealing on a regulate marEet= in compliance with the legislation in force on the capital marEet8 93: #he con itions in which a parentAcompany is e4empte from the obligation to raw up the consoli ate annual financial statements shall be provi e in the .ccounting regulations complying with the &eventh Directive of the European Economic -ommunities8 9;: #he siBe criteria provi e in paragraph 93: shall be establishe base on the annual financial statements of the parentAcompany an its branches8 .R#8 33

#he sanctions applicable for violating the provisions of the accounting regulations complying with the European irectives shall be those provi e by the .ccounting ,aw No ?2<3993= republishe 8 .R#8 3; 93: #he entities pertaining to the category of legal persons of public interest= accor ing to .rticle 3; 92: of the .ccounting ,aw No ?2<3993= republishe = as subse>uently amen e an supplemente = e4cept for the companies whose securities are a mitte for ealing on a regulate marEet= for the cre it institutions an nonAbanEing financial institutions= as efine by the legal regulations= written in the /eneral ,e ger= for the insurance companies= insuranceAreinsurance companies an reinsurance companies= pension companies= financial investment services companies= investment companies an collective investment un ertaEings= an that are un er the obligation to raw up annual consoli ate financial statements may raw up such statements either accor ing to the .ccounting Regulations complying with the &eventh Directive of the European Economic -ommunities= or base on the "nternational (inancial Reporting &tan ar s8 92: #he provisions of paragraph 93: shall also apply to legal persons= others than those of public interest= who are boun = un er the law= to raw up annual consoli ate financial statements8 93: #he legal persons who opte = accor ing to the above provisions= to apply the "nternational (inancial Reporting &tan ar s upon the rawing up of the annual consoli ate financial statements shall be un er the obligation to ensure continuity of their application8 .R#8 35 #his or er shall enter into force on 3 Ianuary 20308 .R#8 32 On the ate of entry into force of the Or er of the !inister of )ublic (inance No 3152<2005 for the approval of the .ccounting regulations complying with the European irectives= publishe in the Official /aBette of Romania= )art "= No 380?0 an No 380?0 bis of 30 November 2005= as subse>uently amen e an supplemente shall be repeale 8 .R#8 31 #his or er shall be publishe in the Official /aBette of Romania= )art "8 +ucharest= 29 October 20098 No 380558 AAAAAAAAAAAAAAA