We remind you that in the Official Gazette (Part I) no. 22 of 9 January 2023, the Ministry of Finance published Order 4268/2022 containing the new rules on the submission of annual financial statements for 2022.
We point out that one of the novelties contained in the mentioned document is that companies that do not submit their financial statements on time will no longer be exposed to the risk of being dissolved, but will be fined.
In addition, compared to the information reported as of 31 December 2021, Order 4268/2022 requires the following information to be reported separately:
- Identifier of the legal entity, reported via the Balance Sheet/Statement of Assets Liabilities and Equity form (LEI Code). This will be completed if the entity has an LEI code;
- expenditure on gas consumption, as part of utility expenditure;
- income tax expense, i.e. income tax revenue, resulting from settlements within the income tax tax group.
We also remind you of the deadlines for submitting the annual financial statements for 2022:
- 30 May 2023 for SRL s (150 days after the end of the financial year);
- 2 May 2023 for ONG s (120 days after the end of the financial year).
Sub-units in Romania, which belong to legal entities established abroad, permanent establishments of legal entities established abroad, as well as foreign legal entities which have their place of effective management in Romania submit annual financial statements to the territorial units of the Ministry of Finance within 150 days from the end of the financial year. Exceptions are subunits opened in Romania by companies resident in countries belonging to the European Economic Area and the permanent offices of legal entities established in the European Economic Area.
Entities submit, according to the law, to the territorial units of the Ministry of Finance annual financial statements prepared with the assistance program developed by the Ministry of Finance.
We mention the fact that the entities that did not carry out activity from the establishment until the end of the reporting financial year do not prepare annual financial statements, and in this sense must submit to the territorial units of the Ministry of Finance a declaration on their own responsibility of the person who has the obligation to manage the entity.
Preparation and filing of annual financial statements – requirements:
A. For entities applying the Accounting Regulations on individual annual financial statements and consolidated annual financial statements, approved by the Order of the Minister of Public Finance No.1802/2014, as amended:
Entities that at the balance sheet date do not exceed the limits of at least two of the following three size criteria set out in point 9 paragraph (2) of Accounting Regulations 8 approved by Order of the Minister of Public Finance No 1.802/2014, as amended and supplemented, namely:
- a) total assets: 1.500.000 lei;
- b) net turnover: 3.000.000 lei;
- c) average number of employees during the financial year: 10, prepare annual financial statements comprising:
- abridged balance sheet (code 10), in the structure provided for in paragraph 599 of the accounting regulations;
- abridged profit and loss account (code 20), in the structure laid down in paragraph 601 of the accounting regulations. These will be accompanied by the form “Information data” (code 30) and the form “Statement of fixed assets” (code 40), contained in the structure laid down in points 6 and 8 respectively of Annex No 4 to the Order. Micro-entities present information according to paragraph 576 (2) of the accounting regulations.
Entities that at the balance sheet date do not fall into the category of micro-entities and that do not exceed the limits of at least two of the following three size criteria provided for in point 9 paragraph (3) of the Accounting Regulations approved by the Order of the Minister of Public Finance No 1.802/2014, as amended, namely:
- a) total assets: 17.500.000 lei;
- b) net turnover: 35.000.000 lei;
- c) average number of employees during the financial year: 50, prepare annual financial statements comprising:
- abridged balance sheet (code 10), in the structure provided for in paragraph 599 of the accounting regulations;
- profit and loss account (code 20), in the structure laid down in point 600 of the accounting regulations;
- notes to the annual financial statements. Optionally, they may prepare the statement of changes in equity and/or the cash flow statement. They will be accompanied by the form “Information data” (code 30) and the form “Statement of fixed assets” (code 40), contained in the structure provided for in points 7 and 8 respectively of Annex No 4 to the Order.
Entities that at the balance sheet date exceed the limits of at least two of the following three size criteria provided for in point 9 paragraph (4) of the Accounting Regulations approved by the Order of the Minister of Public Finance No 1.802/2014, as amended and supplemented, namely:7 and 8, respectively, of Annex No 4.
- a) total assets: 17.500.000 lei;
- b) net turnover: 35.000.000 lei;
- c) average number of employees during the financial year: 50,
as well as the public interest entities prepare annual financial statements comprising:
- balance sheet (code 10), in the structure provided for in paragraph 598 of the accounting regulations;
- profit and loss account (code 20), in the structure laid down in paragraph 600 of the accounting regulations;
- statement of changes in equity;
- cash flow statement;
- notes to the annual financial statements. These will be accompanied by the form ‘Information data’ (code 30) and the form ‘Statement of fixed assets’ (code 40), contained in the structure laid down in points 7 and 8 respectively of Annex 4.
For unitary reporting, the balance sheet/short balance sheet shall bear the symbol “code 10” and the profit and loss account/short profit and loss account the symbol “code 20”.
or the preparation of the annual financial statements as at 31 December 2022, the size criteria set out above, as appropriate, shall be determined at the end of the financial year, based on the indicators determined from the annual financial statements for the previous financial year and the indicators determined from the accounting data and the trial balance at the end of the current financial year.
Entities which have chosen a financial year other than the calendar year shall determine those criteria on the basis of the indicators determined from the annual financial statements relating to the preceding financial year and the indicators determined on the basis of the accounting data and the trial balance drawn up at the end of the financial year so chosen and ending on a date later than 1 January 2023.
Medium and large entities, as well as public interest entities prepare the annual financial statements provided for in point 21 (balance sheet; profit and loss account; statement of changes in equity; cash flow statement; explanatory notes to the annual financial statements) of the Accounting Regulations approved by the Order of the Minister of Public Finance No. 1.802/2014, as amended and supplemented. These annual financial statements are subject to statutory audit.
Entities which, at the balance sheet date, exceed the limits of at least two of the following three criteria are also subject to audit:
- a) total assets: 16.000.000 lei;
- b) net turnover: 32.000.000 lei;
- c) average number of employees during the financial year: 50.
It is important to note that the audit requirement for the entities referred to in this paragraph applies when they exceed those limits in two consecutive financial years.
However, these entities are exempted from the obligation to audit the annual financial statements if the limits of two of the three criteria mentioned are not exceeded in two consecutive financial years.
Entities that have chosen a financial year other than the calendar year shall determine the above criteria on the basis of the indicators determined from the annual financial statements for the previous financial year and the indicators determined on the basis of the accounting data and the trial balance prepared at the end of the financial year so chosen and ending on a date later than 1 January 2023.
The above provisions concerning the annual financial statements shall also apply to the sub-units in Romania, which belong to legal entities established abroad, with the exception of the sub-units opened in Romania by companies resident in countries belonging to the European Economic Area.
In the case of sub-units without legal personality in Romania, which belong to legal entities established abroad, for the purpose of drawing up the annual financial statements, the balance of accounts 481 “Settlements between units and sub-units” and 482 “Settlements between sub-units” shall be transferred to account 461 “Sundry debtors”/separate analytical account or 462 “Sundry creditors”/separate analytical account, as the case may be, and, at the beginning of the following financial year, shall be returned to the accounts from which they originated.
B. For entities to which the Accounting Regulations in accordance with the International Financial Reporting Standards, approved by the Order of the Minister of Public Finance No. 2844/2016, as amended and supplemented:
Entities to which the Accounting Regulations in accordance with the International Financial Reporting Standards, approved by the Order of the Minister of Public Finance no. 2.844/2016, as amended and supplemented, are applicable, including those whose financial year differs from the calendar year, are obliged to prepare and submit annual financial statements to the territorial units of the Ministry of Finance, in accordance with the conditions set out in Annex no. 1.
According to the provisions of article 28 paragraph (3) of the Accounting Law no. 82/1991, republished, with subsequent amendments and additions, for legal entities applying the International Financial Reporting Standards (IFRS), the financial statements have the components provided for by these standards.
Thus, the mentioned entities prepare and publish individual annual financial statements prepared on the basis of International Financial Reporting Standards (IFRS).
The execution of the restatement, the recording in the accounts of its results, the preparation of the trial balance and the annual financial statements, respectively of the annual accounting report, by the companies whose securities were admitted to trading during the financial year 2022, shall be carried out in accordance with the provisions of the Order of the Minister of Public Finance no. 2.844/2016, as amended and supplemented.
The accounts contained in the Chart of Accounts provided for in item 196 of the Accounting Regulations approved by the Order of the Minister of Public Finance No. 2.844/2016, as amended and supplemented, shall be used to record the results of the restatement.
For the financial year 2022, companies whose securities were admitted to trading during the financial year 2022 shall prepare their individual annual financial statements under IFRS by restating the information from the accounts organised on the basis of the Accounting Regulations approved by Order of the Minister of Public Finance No. 1.802/2014, as amended and supplemented. To this end, for 31 December 2022, the trial balance shall be drawn up containing information determined on the basis of the Accounting Regulations approved by the Order of the Minister of Public Finance no. 1.802/2014, as amended and supplemented, the restatement operations shall be carried out and recorded in the accounts and the trial balance shall be obtained containing information determined in accordance with IFRS.
The trial balance containing information determined by restatement in accordance with IFRS is the basis for the preparation of the annual financial statements, as well as for the accounting report referred to in Article 14 paragraph (2) of the Order of the Minister of Public Finance No 2.844/2016, as amended and supplemented.
The entities referred to in point B are obliged to submit annual financial statements to the territorial units of the Ministry of Finance, accompanied by the documents required by law.
Together with the required documents, these entities shall also submit a statement containing the results of the restatement, under IFRS, of the information from the accounting organized on the basis of the Accounting Regulations on individual annual financial statements and consolidated annual financial statements, approved by the Order of the Minister of Public Finance no. 1.802/2014, as amended and supplemented.
Legal basis:
– MF Order no. 4268/2022 on 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, as well as to regulate certain accounting issues;
– Law 82/1991 on accounting – Revision;
– Order 1802/2014 for the approval of the Accounting Regulations on individual annual financial statements and consolidated annual financial statements.