Romanian VAT / ANAF decisions / foreign-owned companies

ANAF Refuses or Blocks VAT Registration in Romania: What Foreign-Owned Companies Should Review

A blocked VAT registration is a document problem before it is a strategy problem. Identify precisely what ANAF issued, when it was communicated, the legal route used for the application, and the facts stated in the decision.

This guide addresses a Romanian company with foreign owners whose VAT application has stalled, or whose finance team says that ANAF “refused the VAT number”. It also explains why a Romanian branch or an overseas business may need a different analysis. It is a framework for triage, not a conclusion about a particular company’s entitlement to register.

First, name the document you actually received

The phrase “ANAF refused VAT registration” can hide several distinct acts. For taxable persons with their place of business in Romania, ANAF Order 239/2021 governs the registration routes in Article 316(1)(a), (b) and (c) of the Fiscal Code. Under its special procedure for applications based on Article 316(1)(b) or (c), a VAT certificate may, in the specified cancellation situations, be communicated together with a cancellation decision. Read the ground and effective date in the decision. That is not the stated outcome for the Article 316(1)(a) route in this procedure. If ANAF has declined an initial filing, obtain its actual communication and identify the legal basis and remedy; neither a portal error nor an informal description proves that an appealable refusal decision has been issued. By contrast, Order 393/2021 expressly provides for a formal refusal decision in the separate Article 316(12)(e) re-registration route after specified cancellations under Article 316(11)(h). A request for information or a portal validation message is different again. ANAF Order 239/2021 procedure on the Romanian Legislative Portal and ANAF Order 393/2021 risk procedure on the Romanian Legislative Portal.

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Ask the local finance team for the complete communication, including attachments and delivery record, rather than a screenshot of the taxpayer registry. A registry search is useful for checking current public status, but it cannot substitute for the legal grounds or the date on which an administrative act was communicated. The same word “rejection” in internal email may describe a technical filing error, a substantive decision or a missed request for information.

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Which legal route did the company use?

Article 316 of the Fiscal Code is the starting point, but the correct paragraph depends on the applicant and the registration history. Order 239/2021 covers certain applications by taxable persons with their place of business in Romania: registration around the start of operations, on crossing the small-business exemption threshold, or by opting for the normal VAT regime below that threshold. The current Article 3 differentiates the effective VAT registration date by the route used under Article 316. It was amended by ANAF Order 2633/2025, Article I, on the Romanian Legislative Portal, published on 16 December 2025. Do not assume that all applications take effect on the day ANAF finally communicates a certificate. ANAF Order 239/2021, Article 3, on the Romanian Legislative Portal.

Foreign ownership of a Romanian SRL does not, by itself, turn the SRL into a non-resident applicant. Examine the legal person that will make the supplies, its place of business, the Romanian branch if any, and the transaction flow. Point 1(2) of the risk-evaluation procedure in Annex 2 to Order 393/2021 excludes Romanian branches of taxpayers whose place of business is outside Romania and who must register under Article 316(2). This is an exclusion from that particular procedure, not a general exemption from Romanian VAT identification. A foreign parent’s VAT position, a Romanian subsidiary’s position and a branch’s position therefore should not be merged into one application narrative. Article 317 concerns a separate, limited VAT identification for specified intra-Community transactions or services; its code does not itself confer normal registration under Article 316. Test the transactions before assuming which route applies. ANAF procedure for Article 317 identification on the Romanian Legislative Portal. ANAF Order 393/2021, Annex 2, point 1(2), on the Romanian Legislative Portal.

Review the stated grounds, not a generic “ANAF risk” label

The grounds must be tied to the actual act. Under the consolidated Order 239 procedure, specified checks may include fiscal inactivity and the fiscal-record circumstances identified for the taxable person and relevant persons in the applicable provision. For applications under Article 316(1)(b) or (c), points 5–10 of the consolidated procedure address checks for fiscal inactivity and certain fiscal-record entries and, where the stated cancellation conditions apply, communication of the certificate together with a cancellation decision. These filters must be applied to the precise entity, persons and facts identified by the relevant provision. The checks relating to shareholders or administrators deserve their own evidence review: compare the persons, dates, fiscal-record entries and company-register data with the condition actually invoked, and document any correction rather than assuming that foreign ownership is itself an adverse finding. The dates and consequences must be read from the exact provision and documents; a generic assertion that ANAF can always refuse a new foreign-owned company for “lack of substance” is too broad. ANAF Order 239/2021 procedure, sections II–III, on the Romanian Legislative Portal.

Order 393/2021 addresses a narrower situation: particular Romanian companies seeking registration again after cancellation under Article 316(11)(h), including the prior intention-and-capacity or fiscal-risk circumstances specified in Annex 2, point 1(1). Other cancellation grounds can engage other re-registration rules under Article 316(12); do not apply the high-risk route to them by default. For the particular Article 316(12)(e) route covered by its risk-evaluation annex, the procedure sets out risk assessment and, before a proposed refusal in the specified high-risk scenario, an opportunity for the taxpayer to be heard and provide information and documents. The applicable criteria must be checked against the current legal text and the ground of the earlier cancellation. The decision is to state the concrete reasons of fact and law. That is a useful review lens for a decision under this route; it is not a universal promise of the same sequence for every VAT filing. ANAF Order 393/2021 risk-evaluation procedure, points 8–13, on the Romanian Legislative Portal.

For a foreign-owned group, evidence may include signed customer arrangements, the activities performed by the Romanian entity, premises or operating arrangements, personnel or service providers, purchasing and sales records, management roles and the origin of funds. Which items matter depends on ANAF’s stated objection. Submit accurate documents that address the question actually put, with a clear explanation of dates and entities. A stack of unrelated contracts can obscure a simple discrepancy between the application and the trade register.

Preserve the communication date and assess the challenge route

A formal fiscal administrative act may be challenged through the administrative objection mechanism in the Fiscal Procedure Code. Article 268 recognizes the objection, Article 269 sets its written content and provides for filing with the issuing tax body, and Article 270(1) sets a 45-day period from communication. Article 270(4) provides a three-month period if the act lacks the appeal information required by Article 46(2)(i). Whether a particular letter or portal event is an administrative act, and how it was communicated, must be examined before applying these rules. Romanian Fiscal Procedure Code, Articles 268–270, on the Legislative Portal.

Article 278(1) says that lodging an administrative objection does not suspend enforcement of a fiscal administrative act. Article 278(2) preserves the possibility of seeking judicial suspension under Law 554/2004, subject to its conditions; an objection or a suspension request should not be treated as automatic restoration of VAT status. A subsequent court challenge may be available under the applicable fiscal and administrative litigation rules after the administrative objection is resolved. Fiscal Procedure Code, Article 278, on the Romanian Legislative Portal.

Save the SPV message, the complete PDF, transmission receipt and any postal proof. Record the date the document was legally communicated, not simply the date a manager first forwarded it to headquarters. Have local counsel or a tax specialist verify the applicable computation and any special provision in the decision. The file builder intentionally avoids a deadline calculator because it cannot determine the legally relevant communication event from a date typed into a webpage.

A corrected filing may be sensible where the problem is a missing item or a mistaken route. A formal objection may be necessary where a decision is legally or factually disputed. These are not interchangeable: filing a new application should not be assumed to preserve an objection period, and lodging an objection should not be assumed to activate VAT status. The decision should be based on the act, the current status and the costs of delay.

What should headquarters, finance and local management do now?

1. Freeze the record. Export the full filing, SPV and correspondence trail. Do not overwrite the version originally filed; keep a separate corrected draft.
2. Assign one owner for the timeline. List applications, ANAF requests, hearings, decisions, communication dates, registry changes and invoices issued. Include who received each notice and on whose behalf.
3. Confirm the entity and its transactions. Identify the Romanian applicant, the foreign parent or branch, the intended supplies and the place-of-supply assumptions. Check whether the group’s commercial team used “VAT registration” to refer to a different identification or reporting obligation.
4. Compare every reason in the act with evidence. Make a two-column matrix: ANAF’s finding and the dated document that confirms, corrects or disputes it. Identify gaps rather than inventing explanations.
5. Choose a procedural response. Determine whether ANAF is asking for more information, has cancelled a registration or has issued a formal refusal decision under the applicable route, including whether an initial application is actually at issue. Verify the decision’s appeal instructions and the available remedy before sending a letter labelled “appeal”.
6. Control the commercial consequences. Ask finance to assess invoicing, VAT treatment, input VAT and contractual promises during any period of cancellation or pending registration. Consult the current ANAF’s public VAT registry for status, while preserving the underlying decisions as the legal record.

Illustrative case: a Romanian subsidiary with a cancelled VAT registration

How a focused legal review can help

A scoped review can examine the ANAF act, the submitted application, the communications trail and the relevant corporate documents; identify the registration route and procedural clock; and provide a reasoned choice between responding to a request, correcting the record and challenging a decision. For a one-off VAT decision review, the scope and fee are quoted after examining the act and the filing record, and agreed in writing before work begins. For companies needing recurring authority-facing legal support, Atrium publishes an Exclusive subscription from €1,800 per month plus applicable taxes; the hours and exact services are agreed for that mandate. This subscription price is not a quoted fee for a standalone VAT objection. Tax computations, accounting corrections and filings can be coordinated with the company’s tax adviser. No professional can guarantee an ANAF outcome on an unseen record.

If a transaction depends on the VAT position, send the decision and communication evidence before asking for a fixed commercial timetable. The team can then separate the legal dispute from accounting implementation and give headquarters a list of assumptions that require confirmation.

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Disclaimer: This page provides general information only and does not constitute legal advice, a legal opinion or the creation of a lawyer-client relationship. Legal solutions depend on the specific facts and documents involved.

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