The “right of ownership” entitles the owner to full powers including the following rights – to possess, to use and to dispose of the property.
“Common ownership” can be either:
The beneficiary of a “superficies right” has a complex right consisting of:
A superficies right can be transferred only through a deed authenticated by a notary public and only together with the ownership of the building (as opposed to the ownership of the land, which can be transferred independently). A superficies right can be granted for a period of no more than 99 years, with an option to renew.
A “right of usufruct” is a right for a person to hold and use an asset owned by another person and to benefit from its products. The beneficiary of the right of usufruct cannot sell or otherwise dispose of the relevant asset and cannot alter the asset's substance in any way, but can assign the right. A right of usufruct can be granted for:
A “right of use” is the right for a person to hold and use an asset owned by another person and to take its products (except from products resulting from the conclusion of agreements related to the asset), but only for household needs. The beneficiary of a right of use cannot assign its right. A “right of habitation” has the same characteristics as a right of use but applies where the property is a dwelling.
“Easements” are the rights for the benefit of the owner of one plot of land (the dominant tenement) in relation to a plot of land owned by another person (the servient tenement).
A “concession right” is a right and at the same time an obligation for a person, granted following a public tender procedure, to use part of the private or public property of the Romanian state or its administrative bodies for a limited period of time (ie a maximum of 49 years with the possibility of an extension for a further period equal to half of the initial duration).
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Following Romania's accession to EU on 1 January 2007, individuals and companies within the EU or EEA (European Economic Area) who are resident in Romania are allowed to purchase land subject to the same conditions as Romanian individuals and companies. Non-resident EU or EEA individuals and companies are allowed to acquire land in Romania for the purpose of establishing a secondary residence or headquarters as of 1 January 2012. As of 1 January 2014, EU or EEA nationals and companies can acquire agricultural land or forests in Romania.
The citizens of a third-party state and the stateless persons residing in a third-party state, as well as the companies having the nationality of a third-party state can acquire lands in the conditions regulated by international treaties, based on reciprocity.
Buildings may generally be owned by anyone, including foreign companies or individuals.
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For specific situations expressly regulated by Romanian legislation, mandatory pre-emption rights apply:
Any contract for the sale of land located outside the city limits without observing this pre-emption right, or without obtaining the approvals required by the law is forbidden and sanctioned with absolute nullity.
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The legal framework providing for the main rules and procedures for real estate transactions in Romania comprises:
Specific provisions in respect to real estate transactions are also included in the Romanian Fiscal Code and law no. 36/1995 regarding notaries public, as subsequently amended. When involved in real estate transactions in Romania, companies must also observe the rules provided by the Company Law no. 31/1990, as subsequently amended.
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As a general rule, the Romanian legislation does not provide for separate rules differentiating between residential, industrial, retail properties, office buildings and hotels.
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The transfer of title to real estate can generally be validly and lawfully effected through:
In order for title to be enforceable against third parties, all real estate must be registered in the registers (“Land Books”) kept by the Office for Cadastre and Real Estate Publicity. However, failure to register the transfer of the title with the relevant Land Book does not affect the validity of the transfer.
However, once a cadastral scheme is completed for every local government unit, property rights over real estate will be acquired only by registration of the transfer agreement in the Land Book.
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Under Romanian law, in order to be validly enforceable against third parties, ownership rights obtained by the acquirer of real estate must be registered in the relevant Land Books. The records in the Land Books are collated by reference to the real estate and not to the owners.
Failure to register ownership has no effect on the validity of any transfer agreement. It will nonetheless make it ineffective against third parties. In such cases, if two different buyers acquire the same real estate from the registered owner, the first to register the right in the Land Book, if acting in good faith, will be deemed to be the new legal owner, whilst the other buyer can only attempt to recover the selling price and any other proven loss from the seller through court action.
Once cadastral schemes have been completed across Romania, real estate registration will be required for property rights over real estate to be validly acquired and not only to make them binding on third parties.
On request, the relevant Land Book office issues excerpts evidencing what rights and encumbrances have been registered over the real estate. These excerpts are only valid for limited periods of time, with the length of that validity depending on the purpose for which the excerpt was obtained.
Title insurance is possible and allowed in Romania. Due to the risks generated by the previous communist regime in relation to real estate ownership in Romania, investors choose to protect large investments by taking out title insurance policies. However, title insurance is not common (as yet) in Romanian real estate transactions.
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Real estate transactions are structured either as direct acquisition of the real estate (an “asset purchase”) or as an acquisition of the company holding title to the property (a “share purchase”). The choice between these structures is mostly tax driven. A transfer of shares as opposed to real estate assets allows payment of registration and authentication taxes (which amount to approximately 1 percent of the purchase price) to be avoided.
In addition, transactions are mostly structured to consist of two phases: the signing of a preliminary agreement followed by the due diligence period and the execution of a final transfer agreement, subject to the fulfilment of various conditions precedent.
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Buyers usually carry out legal, environmental, tax and technical due diligence exercises prior to acquiring real estate. The transfer of the title to the real estate may also be subject to a satisfactory outcome in the due diligence investigations or the resolution of any issues discovered during the process.
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A spouse cannot dispose of any real estate property which is in joint ownership with his or her partner without the express written consent of the other spouse.
For companies, there are specific requirements for corporate approvals for the sale and purchase of real estate, depending on the value of the transaction. Should the transfer value of the property exceed a specific threshold (50 percent of the book value of their total assets for private companies and more than 10 percent of their net assets or their turnover, for public companies), the transaction must be approved by the shareholders.
Depending on the details of the envisaged transaction, an approval from the Foreign Direct Investments commission may be required prior to the completion of purchase.
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Property and other rights over real estate (ie rights in rem) can be transferred or created only through agreements authenticated by a notary public.
Non-compliance with these legal requirements renders the relevant agreement null and void.
The contractual provisions that must be included in all sale and purchase agreements affecting real estate refer to: the parties, the identity of the property, the price and the obligation to sell and purchase the property.
The other provisions of the agreement can be freely negotiated between the parties. It may also contain provisions regarding the property transfer date, the allocation of risk, timing of payments, costs, physical condition, encumbrances, guarantees, insurance etc.
The sale of a building separately from the land where the seller owns both, gives the buyer the right to register a right of superficies in the Land Book even if such a right was not expressly granted to it in the sale and purchase agreement.
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Under Romanian legislation, following the execution of the sale and purchase agreement, the seller will indemnify the buyer against:
The parties may nevertheless contractually agree to limit or exclude liability in connection with the transfer of ownership. However, the seller cannot exclude liability arising from its own wilful actions.
Additional representations and warranties can be negotiated by the parties depending on the specific circumstances of the transaction, such as: environmental compliance, planning, financial standing, etc.
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In the event of a material breach by the seller in fulfilling its contractual obligations, the buyer is entitled to apply to the competent courts for termination of the agreement, reimbursement of the amounts paid or advanced as purchase price and payment of damages for the losses incurred. In addition, the buyer may ask the seller to repair the defects, to replace the asset, or to reduce the purchase price.
However, the parties may agree that, if certain provisions of the contract specifically indicated by them are breached the agreement is terminated by sending a written notice to the party in default, without any intervention from the court or other formalities. The courts can however decide whether the termination was an abuse of process or occurred without complying with legal requirements.
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Investors should consider the following aspects:
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This environmental liability is determined on an objective basis and governed by the “polluter pays” principle (which effectively means that the person responsible for the pollution will be liable for damages). If pollution is discovered, in order to avoid liability, the owner of the property must prove that the pollution was generated prior to the transfer of the ownership of the property, by the previous owner or tenant.
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The town planning certificate and construction documentation lay down the construction parameters applicable to specific areas. In the planning documentation, the general, zoning and detailed planning certificates are most important. These documents are issued by the local authorities at the request of any interested person and set out the rules and conditions under which developments may be built in a particular area.
Obtaining the relevant town planning certificates is necessary in order to apply for the issuance of the building permit which in turn provides for the rules and parameters that must be followed and observed when planning and executing the construction works.
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Yes, development agreements with the Romanian public authorities can be entered into under the applicable legislation which regulates public-private partnerships, public procurement and the provision of services.
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Expropriation is possible in Romania if the property is needed for reasons of overriding public interest, at a local or national level. As a principle, expropriation requires that fair and equitable compensation is paid first to the owner of the property (if the parties do not agree on the amount, the courts can decide).
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Romania does not levy any stamp or transfer tax on the direct transfer of real estate (ie asset deals).
The following fees are due in an asset deal involving real estate:
It is market practice for the purchaser to pay all fees and taxes relating to the transaction. However, the parties can agree to divide the costs.
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Romania does not levy any stamp or transfer tax on the indirect transfer of real estate (ie share deals). Certain fees (at a level of approx. €200) must be paid to register the transfer of the shares with the Commercial Registry.
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Are there any legal restrictions on foreign investors acquiring real estate?
Following Romania's accession to EU on 1 January 2007, individuals and companies within the EU or EEA (European Economic Area) who are resident in Romania are allowed to purchase land subject to the same conditions as Romanian individuals and companies. Non-resident EU or EEA individuals and companies are allowed to acquire land in Romania for the purpose of establishing a secondary residence or headquarters as of 1 January 2012. As of 1 January 2014, EU or EEA nationals and companies can acquire agricultural land or forests in Romania.
The citizens of a third-party state and the stateless persons residing in a third-party state, as well as the companies having the nationality of a third-party state can acquire lands in the conditions regulated by international treaties, based on reciprocity.
Buildings may generally be owned by anyone, including foreign companies or individuals.
Last modified 13 Mar 2025