Further to the enactment of the Governmental Emergency Ordinance no. 82/2023 (“GEO”) that amends the gambling legal framework provided by the OUG no. 77/2009 (“Ordinance“), the president of the National Gambling Office („ONJN”) has issued the Order no. 181/2023 concerning the criteria for approving mergers, divisions, or business transfers conducted by remote gambling organizers (“Order”).
Amendments to the gambling scene implemented through the two normative acts are detailed below for the (A) GEO and the (B) Order.
(A) The GEO implements additional amendments to the existing legal framework governing the gambling sector, specifically targeting fees payable to the ONJN.
Please find below a list of the most important amendments:
- The Romanian State may grant companies registered in Romania or legal persons legally constituted in a Member State of the European Union or in a State party to the Agreement on the European Economic Area or in the Swiss Confederation, the right to organize and operate gambling activities. Therefore, existing legislation restricts the right to acquire gambling licenses to the companies registered in the conditions mentioned above;
- Concerning the advertisement of gambling activities, advertising through the transmission of unsolicited electronic messages containing information on one or more games of chance and outside advertising for games of chance exceeding dimensions of 35 sqm. per billboard or advertising material, is strictly prohibited;
- The current regulation prohibits the display of values or goods granted through bonuses, promotions or real or simulated “jack-pot” outside the gambling premises;
- The following annual contributions are applicable:
- Licensed Class I remote gambling organizers – €500,000 annually;
- Legal entities directly involved in the field of traditional and remote gambling licensed in class II – €15.000 annually;
- Class III state monopoly remote games – €100,000 annually;
- Licensed traditional gambling organizers will contribute as follows:
- for lottery games: €200.000 annually;
- for video lottery games: €100 per machine per year;
- for mutual bets: €50,000 annually;
- for fixed odds betting: €200,000 per year;
- for matched bets: €100,000 per year;
- for casino gambling: €4,000 per year for each gaming table;
- for poker club feature games: €5,000 per year per club;
- for slot machine games will be applied in stages as follows: €300 annually for each slot authorized during 2024, and then €500 annually for each slot authorized during 2025 and onwards;
- for bingo games played in gaming halls: €5,000 annually;
- for bingo games of chance organized via television network systems: €500,000 annually.
- For gambling operators that operate remote games of chance, for both licensing and authorization, must provide proof of company incorporation or registration of the permanent establishment whereby they operate on the territory of the Romanian State;
- Gambling operators who are required to pay the licensing fee on a monthly basis receive a 10% bonus if they pay for the entire year in advance, by the 25th of the month following the month in which the documentation is approved;
- With regard to gaming halls with minimum 20 slot-machines for the municipality of Bucharest, respectively 12 slot-machine in other locations other than Bucharest, any commercial activities involving the sale of alcoholic beverages by the organizer or a third party is prohibited;
- The gaming rooms mentioned above may not share an entrance with a place where alcoholic beverages are sold. Any form of access between a gaming room and a commercial premises where alcoholic beverages are sold is also prohibited, including through a door between the two types of premises;
- The following annual fees related to gambling licenses have been updated as follows:
- For lottery games: €200,000;
- For mutual bets: €65,000;
- For fixed odds bets: €200,000;
- For matched bets: €150,000;
- For casino specific gambling: €150.000;
- For poker club feature games: €25,000;
- For slot-machine games: €150.000;
- For bingo games held in gaming halls: €15,000;
- For bingo games of chance organized via television network systems: €150,000;
- For remote gambling 3 categories of licenses are granted as follows:
- Class 1 License: €300.000 annually;
- Class 2 License: €20.000 annually;
- Class 3 License: € 200.000 annually;
- For Poker Festivals: €20,000;
- For raffle games – traditional game: 20.000 euro;
- For video lottery games – traditional game: 100.000 euro.
As of this moment, there are no updates concerning the distance limit between gambling halls and schools (or other institutions) or the relocation of gambling halls and casinos outside of the city or on the city outskirts. News about these changes and their implementation may appear in the following time period.
(B) The Order has imposed several additional obligations on remote gambling organizers, which will be addressed further below:
Scope of the Order
- This Order is applicable to legal entities either from an EU Member State, a state that’s a signatory to the Agreement on the European Economic Area, or from the Swiss Confederation, which do not have a permanent registered office/ headquarters in Romania and are engaged in remote gambling activities in Romania and possess both an organizational license and the requisite authorization to operate as such issued by the National Gambling Office (“Foreign legal entity“).
- The Order applies for procedures involving mergers, divisions, or business transfers conducted within a 6-month period from the commencement of OUG no. 82/2023. The resultant entity from the merger/ division or the entity inheriting the assets post the division or business transfer should be a Romanian legal entity.
Merger, Division, and Business Transfer Notification Procedure
- Foreign legal entities must inform the ONJN of their intention to merge, divide, or undertake a business transfer. They must also seek preliminary approval from ONJN for the transfer of their organizational license, providing certain documents pertinent to the merger, division, or transfer (as detailed at article 4). This notification may be made in 45 days starting from 26.10.2023.
- Upon receipt of the notification and associated documents (e.g. merger agreements, business transfer agreement), the ONJN will approve the merger, division, or business transfer if the draft of the aforementioned documents ensures:
- The continuation of remote gambling operations by the current or a new Romanian company.
- The transition of all rights and responsibilities from the Foreign legal entities to the current or a new Romanian company.
- The transition of all rights and responsibilities arising from agreements with gambling participants to the current or a new Romanian company.
- The merger, division, or business transfer can only be deemed as finalized upon receiving preliminary approval from the ONJN.
- The official transfer date of the organizational license and the authorization to operate remote gambling activities to the existing or newly formed Romanian company corresponds with the date the merger/division is registered in the trade register or the date the business transfer contract becomes effective. Throughout the process, the Romanian company is prohibited from conducting remote gambling activities until the organizational license is transferred.
Establishment of Permanent Headquarters
- Foreign legal entities engaged in remote gambling activities, operating under the license and authorization granted by the ONJN, must notify the ONJN when registering their permanent headquarters as per art 12 paragraph (2) of OUG 77/2009. This notification, accompanied by the registration certificate from the relevant tax authority, should be made online within 48 hours or within 5 working days from the registration date if sent by post or submitted at the ONJN registry.
Procedure for License Holder Alteration and Issuance of Updated License
- The Romanian company, upon acquiring the organizational license/authorization to operate, must present a set of documents (as detailed in Article 9 of the Order) to the ONJN. This is done in order to facilitate the decision to modify the organizational license and the authorization for remote gambling activities, reflecting the change in the legal entity holder.
- The ONJN is responsible for updating the organizational license and the authorization to operate remote gambling activities within 30 days from the date of receiving the application.
We will keep monitoring the proposed amendments and follow up with any updates.