In brief

  • The Financial Supervisory Authority has set out who is allowed to pay out Pillar II and Pillar III pensions and through what procedure that right is obtained: five types of entity, 48 articles, five forms.
  • A newly set-up company goes through two successive authorisations, first to incorporate and then as a provider, and the act says expressly that the first does not guarantee the second. ASF decides within 30 days on each of them.
  • The rule does not apply yet: it enters into force together with Law no. 2/2026, that is on 5 January 2027. Until then no payment company can be authorised.
Act: ASF Rule no. 16/2026
Published: Official Gazette of Romania (Monitorul Oficial) no. 712 of 27 August 2026
In force from: 5 January 2027

In a little over four and a half months, Romanians who retire will be able to receive their Pillar II money as a monthly pension instead of a lump sum. The rule published now says who is entitled to make that payment. Rule no. 16/2026 of the Financial Supervisory Authority, published in Official Gazette of Romania no. 712 of 27 August 2026, governs the procedure, the conditions and the documents required in order to authorise private pension providers. It is the first piece of infrastructure for the payout phase, the phase the private pension system has run without ever reaching since 2008, and it comes from the same authority that in July rewrote the rules of the Investor Compensation Fund.

The rule was adopted by the ASF Board at its meeting of 19 August 2026 and signed on 21 August by the president of the authority, Alexandru Petrescu. Its legal basis is Law no. 2/2026 on the payment of private pensions, published in Official Gazette of Romania no. 2 of 5 January 2026, which enters into force one year after publication.

The structure is straightforward: four chapters, 48 articles and five annexes. Annex no. 1 is the application for authorisation, the other four are forms and sworn statements, among them one on affiliation relationships and one on holdings of at least 5% of the share capital or of the voting rights of a company.

Around the same time, on 3 September 2026, the Constitutional Court settled a neighbouring pension question: an employee who takes early retirement for hard working conditions loses the employment contract automatically. The same authority has also rewritten the rules for alternative investment funds, through ASF Regulation no. 6/2026.

What it changes in practice

The first effect is that a new type of company appears in Romania: the private pension payment company. It is set up as a joint-stock company, with the exclusive object of activity „Activități ale fondurilor de pensii, cu excepția celor din sistemul public de asigurări sociale” (pension fund activities, other than those of the public social insurance system), and its name must compulsorily contain the phrase „societate de plată a pensiilor private”, that is private pension payment company. The naming requirement bites on the Romanian name, and it is not a formality: a future pensioner has to be able to tell from the name alone who is an authorised provider and who is not.

The second effect is that newly set-up companies are not the only ones that may pay pensions. The rule covers five categories of applicant: the newly set-up payment company, private pension fund managers that already exist, life insurance companies, investment management companies and alternative investment fund managers. All five go through authorisation as a provider, but only the first one also needs an authorisation to incorporate.

The third effect is a series of prohibitions that protect the money. The share capital is represented by registered shares which cannot be used to create security interests and cannot be used to grant loans, any act doing so being struck with absolute nullity. The constitutive act must provide that shareholders enjoy no preferential rights or other privileges. The board of directors or the supervisory board has an odd number of members, at least three natural persons. The capital is paid up in full and in cash.

The fourth effect concerns the people behind the company. The members of the management body and the key function holders are authorised individually by ASF, under Regulation no. 1/2019, and the decision authorising the provider arrives together with the individual decisions. There is one practical exemption: anyone who already holds a valid authorisation for the same position within that entity does not go through the assessment a second time.

The fifth effect is a dividing line at 10%. Shareholders who stay below that threshold are assessed under the present rule. Those who cross it hold a qualifying holding and come under ASF Regulation no. 3/2016, with the heavier prudential assessment set out there.

What has changed compared with the previous situation

Until now, the payout phase of private pensions had neither a law nor providers. The Pillar II system accumulated contributions for almost two decades without the legislature ever settling how the accumulated amount turns into a pension. Law no. 2/2026 solved the first half of the problem, the framework, and the present rule solves the second half, who is allowed to operate within it.

The second new element is the decision timetable. ASF has 30 days from the registration of the application and of the complete file in which to decide, both on the authorisation to incorporate and on the authorisation as a provider, and the decision is communicated within 10 working days of its adoption. The applicant has a deadline of its own: if ASF asks for additional material, the time limit is interrupted, and the reply cannot be delayed by more than 30 days, on pain of the application being rejected.

The third change is the regime for foreign entities. Those referred to in Article 4(3) of the law may carry out private pension payment activities in Romania without an authorisation from ASF, but they notify the authority at least 30 days before starting. The notification must state the identity of the entity, the competent authority in the home state, the estimated date on which the activity will begin and the person designated as the contact for ASF.

Advantages and disadvantages

What it improves

  • The payout phase of private pensions finally has rules of access: it is known who can become a provider and what they have to prove.
  • The two successive authorisations filter in stages, and Article 18 says openly that the first does not guarantee the second, so nobody invests under a false sense of security.
  • The deadlines are symmetrical: 30 days for ASF, 30 days for the applicant to send in additional material, with a sanction at both ends.
  • The ban on pledging the shares or using them for loans comes with absolute nullity, the strongest sanction in civil law.
  • The compulsory phrase in the company name makes providers recognisable to future pensioners.
  • The exemption from reassessment for senior officers already authorised shortens the procedure without lowering the standard.

What remains a problem

  • The rule does not apply until 5 January 2027, so no company can be authorised any earlier, however well prepared it may be.
  • There is no pre-authorisation or prior consultation stage, so files are put together at the applicant’s own risk.
  • The minimum share capital is not set here but by reference to the law and to other ASF regulations, so the figure cannot be read off the act.
  • The rule sets no deadline by which ASF must publish the list of authorised providers, and without a public list the naming requirement loses half its usefulness.
  • Foreign entities come in on a simple notification, 30 days in advance, without the rule saying what happens if the notification is incomplete.
  • Documents are filed on paper, numbered, signed and with a list of contents, in a procedure that provides for no electronic route at all.

Practical advice

  1. If you are a pension fund manager, a life insurer or an investment manager and you want to become a provider, first check which of your senior officers already hold a valid authorisation for the same position: every exemption means one individual file less.
  2. Work out the 10% threshold in good time. Below it, the present rule applies; above it you move into the prudential assessment under Regulation no. 3/2016, which is a separate and longer procedure.
  3. Prepare the documents in Romanian. Those issued in another language are filed as copies, with a certified translation, and where certification is not possible, with an authorised translation.
  4. Do not treat the 30-day deadline on ASF as a firm one: any request for further information interrupts it and restarts it from zero, from the date on which you send in the additional material.
  5. If anything changes compared with the conditions on which you obtained the authorisation to incorporate, tell ASF; the rule deals with that case separately, and silence can cost you the authorisation.
  6. For future pensioners, the only useful advice right now is patience: until January 2027 there are no authorised providers, so any offer of „private pension payment” received before that date cannot come from an entity authorised under this regime.
  7. Watch the company name. A provider authorised as a payment company must carry the phrase „societate de plată a pensiilor private” in its name. The absence of it is the first thing to check.

Frequently asked questions

When does the rule start to apply?
On 5 January 2027. Article 48 says that the rule enters into force on the date of entry into force of Law no. 2/2026 on the payment of private pensions, and that law, published in Official Gazette of Romania no. 2 of 5 January 2026, enters into force one year after publication.
Who can become a private pension provider?
Five categories: the newly set-up private pension payment company, private pension fund managers, life insurance companies, investment management companies and alternative investment fund managers.
What do the two authorisations mean?
Only a newly set-up company needs both: first the authorisation to incorporate, which allows it to register with the trade register, then the authorisation as a provider, which allows it to pay pensions. Article 18 states that obtaining the first does not guarantee the second.
How long does the procedure take?
ASF decides within 30 days from the registration of the application and of the complete file, for each of the two authorisations, and communicates the decision within 10 working days of its adoption. Any request for additional material interrupts the time limit.
What conditions must the payment company meet?
The form of a joint-stock company, an exclusive object of activity in the field of private pension funds, the compulsory phrase in its name, registered shares that cannot be encumbered, no preferential rights for shareholders, a board with an odd number of members and at least three natural persons, share capital paid up in full and in cash.
Are the shareholders assessed as well?
Yes, and the threshold is 10%. Below it, the rules in the present act apply. Above it, the shareholder holds a qualifying holding and comes under ASF Regulation no. 3/2016 on the prudential assessment of acquisitions and increases of holdings.
And the management of the company?
The members of the management body and the key function holders are authorised individually by ASF, under Regulation no. 1/2019. Anyone who already holds a valid authorisation for the same position within that entity is not reassessed.
Can an entity from another state pay private pensions in Romania?
Yes, the entities referred to in Article 4(3) of the law may carry out this activity without an authorisation from ASF, but they must notify the authority at least 30 days before starting the activity.
What happens if the rule is not complied with?
The sanctions in Chapter XII of Law no. 2/2026 apply, to which Article 46 of the rule refers directly.

Editorial analysis

The rule is well built and, which happens rarely, it is built in good time. The law it depends on enters into force only in four and a half months, and the implementing regulation already exists. Anyone who wants to become a provider has a full year from the publication of the law in which to prepare a file, and still has time to read exactly what will be asked of them. Compared with the habit in other fields, where implementing rules turn up after the obligation has already become enforceable, this head start is an exception worth pointing out.

The substance is cautious where it needs to be. The ban on using the shares as security or as a source of loans, doubled by absolute nullity, targets precisely the risk that has produced failures in other pension systems: the company that lends its own shareholders the money of future pensioners. In the same way, the requirement that the object of activity be exclusive closes off the possibility of a payment company doing something else with its balance sheet.

What is missing is on the citizen’s side, not the market’s. The rule regulates in detail what the applicant files with ASF and within what time limit an answer arrives, but it says nothing about what the public sees at the end of the procedure. There is no obligation to publish the list of authorised providers, nor any deadline for doing so, even though the rule imposes a compulsory phrase in the company name precisely so that providers can be recognised. A protected name without a verifiable public register loses half its point, because nothing stops an unauthorised entity from using a similar wording, and the citizen has nowhere to check. On the same side, the whole procedure is designed on paper, with documents numbered, signed for conformity and accompanied by a list of contents, in a year in which the rest of financial supervision is moving to electronic channels.

What should be changed

  • A public register of authorised providers, with a publication deadline. Without it, the compulsory phrase in the company name cannot be checked by anyone, and the protection it promises stays theoretical.
  • Publication of the list of entities that have notified ASF without being authorised. Entities from another state may pay private pensions here on a simple notification; the citizen ought to be able to see them, otherwise the difference between authorised and notified is invisible exactly where it matters.
  • An electronic filing route. A file with numbered documents, signed and with a list of contents, may well remain the substantive requirement, but there is no reason for it to travel only on paper.
  • Explicit consequences for an incomplete notification. The rule requires foreign entities to include a minimum content in the notification, but does not say what happens if that content is missing, so the 30-day period can start running from a document that says nothing.
  • A concrete reference for the minimum share capital. The figure is left to the law and to other regulations, so a potential founder cannot learn from the rule itself the most important threshold for entering the market.

Original text of the legal act

The text below is reproduced in Romanian, the official form of publication.

The full text, as published in the Official Gazette of Romania

Official Gazette of Romania no. 712 of 27 August 2026 16 pages PDF, 114 KB the act starts on page 7

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This article is for informational purposes only and does not constitute legal advice. For specific situations, consult a licensed attorney or tax advisor.