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ACQUISITION PROCESS:
KEY STAGES
• Foreign investors wishing to carry out real estate transactions
do not need any prior authorisation.
Negotiations
• If a confidential information is communicated during the
negotiations the other party is obliged not to disclose it even if
the agreement is not concluded.
• The would-be purchaser issues a letter of intent which may be
indicative or binding.
• The Romanian Civil Code provides the possibility to initiate,
conduct and end negotiations.
• The parties have the obligation to conduct negotiations in
good faith, whereas this obligation may not be contractually
or otherwise limited. The party who initiates, conducts
or ends negotiations contrary to good faith can be held
responsible for the prejudice caused to the other party.
• If during the negotiations a party insists on a certain element
of the agreement or formal aspects, the agreement will not be
concluded until these aspects are agreed upon.
• If the parties have agreed upon the essential elements of the
agreement, the secondary elements may be subsequently
determined by third parties or by a court of law.
Preliminary contracts
• Preliminary sale contracts provide for the terms and
conditions of the sale, whereas the final transfer remains
subject to the fulfilment of certain conditions.
Put option or unilateral undertaking to sell
(promisiunea de vânzare)
• Is an agreement by which the promissory-seller irrevocably
undertakes to sell the property for a specified price,
whereas the beneficiary has the option of purchasing (or not
purchasing) such property during the given time period.
• If the beneficiary expresses his/her option to purchase and
the promissory-seller refuses, he/she may request a court of
law, within 6 months from the date when the sale-purchase
agreement should have been concluded, to issue a decision by
which the ownership is transferred to the beneficiary, if all the
validity conditions of the sale were met by the put option.
Call option or unilateral undertaking to purchase
(promisiunea de cumpărare)
• Is the agreement by which the promissory-purchaser
undertakes to purchase the property for a specified price,
if the owner decides to sell. The owner has no obligations
deriving from this agreement, being able to sell to any
third party.
Bilateral undertaking to sell
(promisiunea bilaterală de vânzare-cumpărare)
• Is the reciprocal undertaking of the parties to sell, respectively
to purchase the property, where both parties are committed
to transfer the property; the transfer remains subject only
to the fulfilment of validity conditions of the sale-purchase
agreement.
Option Agreement (pact de opțiune)
• Is the agreement by which a promissor (promitent/ofertant)
makes an irrevocable offer to conclude in the future a
agreement having as object a determined good, offer which
the beneficiary is free to accept or refuse in a determined
term. The promissor will be obliged to prefer the beneficiary if
he decides to sell.
• In this period the promissor may not transfer the property.
• The option agreement must have the form and content
requested for the validity of the sale-purchase agreement.
• The sale-purchase agreement will be concluded by statement
of acceptance issued in the form necessary for the validity of
the sale-purchase agreement.
• If the option agreement concerns tabular rights (drepturi
tabulare) (ie. rights over immovables) the agreement must be
noted in the Land Registry.
Sale-purchase agreement
• Is the deed by which the ownership of a property is
transferred from the seller to the purchaser; it must be
notarised.
• The terms and conditions of the sale which have been
agreed at the stage of the preliminary agreements (if such
preliminary agreement existed) should be observed by the
parties. However, the parties may commonly agree to amend
the terms and conditions of the sale purchase agreement.
• The sale shall be registered with the Land Registry by the
notary.
• Warranties (i) for claims over the property aiming to evict the
purchaser and (ii) for hidden defects, are the two mandatory
warranties which by law are incumbent upon the seller of an
immovable property.
COMMERCIAL LEASES
• Leases of buildings used for commercial purposes are covered
by the provisions of the Romanian Civil Code. Romanian law
does not make any difference between the lease in general
and this type of lease. The parties may freely agree upon the
initial rent (which can be fixed or variable), the duration of the
lease agreement and the right to sublease.
• Commercial leases must comply with some specific
mandatory rules, such as:
–– the lessee must respect and maintain the destination of
the leased property and must use it accordingly;
–– the lease agreements concluded under private signature
(înscris sub semnătură privată) that were registered
with the competent tax authorities, as well as the lease
agreements concluded in notarised form, represent
enforceable titles for the payment of the agreed rent.
Duration: initial term of the lease
• The duration of the lease agreement may not be longer than
49 years. If longer the term will be reduced by law.
• Perpetual leases are prohibited; if the lease agreement did not
mention a specific duration, but the parties did not intend to
conclude it for an unlimited period, the lease duration will be
considered to be one year.
• A commercial lease may only be terminated by notice of
termination delivered by the lessor. Also, the lessee may issue
a request for renewal. Failing that, the lease will be extended
94 Investors Guide to Europe 2015