What remains lawful after BEPS, ATAD and CRS: the economic substance, the jurisdictions and the anti-abuse rules through which the state reaches the beneficial owner.
The word “offshore” has stayed in public use with the meaning it had twenty years ago: a discreet account, a company on an island, a tax rate close to zero. The reality in 2026 is different: the automatic exchange of information, the BEPS standards and the ATAD directives have turned almost every premise of that model into facts the tax authorities can verify.
The section brings together the analyses devoted to international structures (holding companies, non-resident companies, jurisdictions with an attractive tax regime) and reads them not through the lens of the commercial promise, but through that of the tests the authorities actually apply. The idea that ties them together is simple and uncomfortable: a structure without substance is not, as a rule, unlawful; it is ineffective. It does not produce the tax effect for which it was bought, because it collapses at the first of the tests applied to it in cascade.
The material is organised on three levels. Principles and substance sets out what, technically, makes a structure hold up: the place of effective management, the economic substance criteria and the real choice between a Romanian holding company and a foreign one. Jurisdictions moves from principle to examples: the UAE after the introduction of corporate tax, the Estonian model of taxation on distribution, and the concrete consequences of the non-cooperative jurisdiction lists. Anti-abuse rules groups the instruments through which the state reaches the beneficial owner: the controlled foreign company rules, the beneficial ownership test and the register of beneficial owners following the case law of the Court of Justice of the European Union (CJEU).
It is addressed to entrepreneurs with interests in more than one state, to people considering relocating a business or their residence, and to their advisers (accountants and lawyers) who need verifiable benchmarks, not schemes. Each analysis starts from the applicable text and from the authorities' practice, and the conclusions are stated as such, with their limits.
A scope note: this section deals with legitimate international planning and the point at which it stops being legitimate. The moment a structure becomes a means of concealment (and, with it, a criminal matter) is flagged explicitly, but is developed in the economic criminal law section.
18 July 2026
The structure is not unlawful in itself; it is ineffective, because it does not produce the effect for which it was bought. What remains lawful after BEPS, ATAD and CRS: the four tests applied in cascade (place of effective management, beneficial ownership, PPT, Article 11 and Article 40⁴), the patterns that predictably fail, the decision rule based on the cost of substance, and the exit cost nobody budgets for. Plus what survived, in June 2026, of the “Unshell” substance indicators.
18 July 2026
The question is not “how much does it cost”, but what a Dutch holding company does that a Romanian one does not. Often: almost nothing. The Romanian regime already offers tax-exempt dividends (Article 23) and a tax-exempt capital gain on exit, at a 10% holding for one year. The trap is one of timing, not structure: Article 23 and Article 43 are distinct, and a year not yet completed costs 16%. What is left of the Netherlands, Cyprus after the 2026 reform, Luxembourg and Malta, and why a holding company run from Brașov is Romanian tax resident.
18 July 2026
The certificate, the registered-office agreement and the nominee director prove that the company exists, not that it does anything. The five texts that apply at the same time (Article 11, Article 40⁴, Cadbury Schweppes, the Danish cases, the CFC exemption), the six indicators tested empirically, the file that cannot be built retroactively, and the EU/EEA limitation on the substance exemption. Plus what survived, in June 2026, of the “Unshell” indicators: postponed, by a Council implementing act, not abandoned.
18 July 2026
The company is in Nicosia, the director is Cypriot, the certificate of residence is issued there, but every decision is taken in the office in Brașov. The alternative conditions in Article 7(18), the formal criterion of 50% resident directors, the ex officio determination under Article 8¹(6), Form 016 and the 30 days, the indicators the administration tracks (metadata, IP addresses, travel), and why the automatic treaty criterion has, since the MLI, been increasingly replaced by a mutual agreement procedure.
18 July 2026
“I have a company in Dubai, I have a visa, I no longer pay anything in Romania.” Since 2023, even the Emirati part of that is no longer true: 9% corporate tax above 375,000 AED, and “0%” in the free zone is conditional, and losing QFZP status locks you out for five years. A visa is not tax residence. The Romania-UAE treaty eliminates double taxation through the credit method, and the credit is zero if you paid nothing there. What works: an actual move, in seven steps.
18 July 2026
It is not “zero tax”, but deferral, and deferral is worth nothing if you make a distribution. The uncomfortable arithmetic: out of 100 lei of gross profit, Estonia leaves you with 65.52; a Romanian SRL leaves you with 70.56. The reason: since 2025 Estonia no longer withholds tax at source on dividends to non-residents, the 22/78 is paid by the company, so you have nothing to credit under Article 131. What e-Residency is not, what changed in 2025-2026 (the 14/86 removed, the 24/76 cancelled), and why a company run from Brașov is Romanian.
18 July 2026
Two symmetrical myths, both costly: one that ignores the lists, another that attributes consequences to them that they do not have. The list adopted by the Council on 17 February 2026 (10 jurisdictions on Annex I, 9 on Annex II, the next review in October 2026). Non-deductibility is not automatic: since 2021 it applies only to transactions without an economic purpose, and Annex II was removed from the text by OUG nr. 13/2021. And the 50% rate in Article 224 has nothing to do with the EU list.
18 July 2026
Two entrepreneurs, the same company in the Emirates: one holds it personally, the other through the Romanian SRL. It is not “the same”. The over-50% control test, the half-taxation test, the exhaustive list of income caught, the two exemptions, and the limitation that catches everyone by surprise: the substance exemption applies only to the EU/EEA, so a company in Dubai, Switzerland or the United States cannot invoke it, however many employees it has. Only the one-third threshold remains.
18 July 2026
The documents were genuine and complete. The parent company's bank statements said something else: the money left within three days, the margin was negligible, there were no employees. The difference between the beneficial owner for tax purposes and the beneficial owner for AML purposes, what the Danish cases established (C-115/16 for interest and royalties, C-116/16 for dividends), the asymmetry of the burden of proof, and why the risk falls on the Romanian subsidiary, not on whoever built the structure.
18 July 2026
The CJEU's judgment did not make the register secret; it moved the line from “anyone, without a reason” to “whoever has a recognised reason”. Precisely those from whom the client hoped to remain discreet continue to see everything. The reporting obligations and the category for which the annual filing still applies, the 5,000-10,000 lei fine and dissolution after 30 days, the Article 4 criteria in their order, what Legea nr. 86/2025 changed at the level of the statute, and why the access procedure still needs to be checked at the trade registry (ONRC).
The tax inspection procedure, from the compliance notice to the tax assessment decision and the appeal against it, including the review of an individual's tax position and the 70% tax.
38 analysesTaking ANAF to court: what you challenge and within what time limit, how to stop enforcement, which evidence wins the case and how the money comes back after a final judgment.
12 analysesTax evasion, embezzlement, money laundering and the related economic offences: from the figure in the findings report to a defence built on evidence.
30 analysesTax residence, double taxation treaties, foreign income and property, exit tax and DAC6, for interests in more than one jurisdiction.
17 analysesSeparating personal wealth from business risk: principles, liability, the instruments that actually protect, and the line between lawful planning and fraud.
10 analysesTrusts and the Romanian fiducie, family foundations, international succession and forced heirship: how wealth is transferred lawfully between generations.
7 analysesParty-appointed and out-of-court tax expertise: the technical challenge to the loss calculation in an inspection, in litigation and in the criminal file, from objections to counter-expertise.
20 analysesThe file and the methods, the comparability study, ANAF adjustments to the median, intra-group services and loans, APAs and the inspection, for transactions between related companies.
11 analysesThe complete list of the 156 analyses published, in chronological order, with filters by area.
Go to InsightsAn initial conversation clarifies what the authorities actually test in your case: substance, the place of effective management, the beneficial owner, and whether the structure you have or are considering holds up or merely postpones the problem.