Real Estate in Romania: Legal Guide for Foreign Buyers and Investors

Romania's real estate market offers genuine commercial opportunity for foreign investors, but the legal framework contains restrictions and procedural requirements that differ substantially from Western European norms. Foreign nationals and companies can acquire most categories of Romanian real estate, yet agricultural land, forestry land, and certain protected zones remain subject to pre-emption rights and ownership limitations that must be resolved before any transaction closes. This guide covers the full acquisition cycle - from legal capacity and due diligence through notarial completion and post-acquisition compliance - and identifies the points where international buyers most commonly lose time, money, or both.

Romania's constitutional and civil law framework distinguishes between EU citizens, non-EU nationals, and legal entities when determining who may hold real estate. The Civil Code (Codul Civil), adopted through Law No. 287/2009, establishes the general framework for property ownership and transfer. EU citizens and companies incorporated in EU member states may acquire land in Romania on the same terms as Romanian nationals, following Romania's full EU accession obligations. Non-EU nationals face more restrictive conditions, particularly for agricultural and forestry land.

For non-EU investors, the most practical acquisition route is through a Romanian-incorporated legal entity. A limited liability company (societate cu răspundere limitată, or SRL) or a joint-stock company (societate pe acțiuni, or SA) incorporated under Law No. 31/1990 on companies can hold real estate without the nationality restrictions that apply to individuals. The company itself is a Romanian legal person, and its ownership of land is not subject to the same prohibitions that apply to foreign natural persons. This structural choice is not merely a workaround - it also provides liability separation, facilitates financing, and simplifies future transfer through share sale rather than asset sale.

A common mistake among non-EU investors is assuming that a foreign company branch or representative office can hold Romanian real estate directly. Romanian law does not recognise a branch as a separate legal person, and branches cannot appear as owners in the Land Registry (Cartea Funciară). Only entities with full legal personality incorporated in Romania or, under specific conditions, EU-registered companies, can be registered as owners.

EU citizens who are natural persons may acquire agricultural land, but the pre-emption regime introduced by Law No. 17/2014 on the sale of agricultural land outside built-up areas imposes a mandatory notification and waiting procedure before any sale can proceed. Pre-emption right holders include co-owners, lessees, neighbouring landowners, and the Romanian state, in that order. The seller must notify all pre-emption holders, and a minimum 45-day waiting period must elapse before the transaction can be concluded with a third-party buyer. Failure to observe this procedure renders the sale null and void.

The Land Registry (Cartea Funciară), maintained by the National Agency for Cadastre and Land Registration (Agenția Națională de Cadastru și Publicitate Imobiliară, or ANCPI), is the primary source of title information in Romania. Each property is assigned a cadastral number and a Land Registry folio that records ownership, encumbrances, mortgages, servitudes, and any notations affecting the property. A buyer's first step is to obtain an official extract (extras de carte funciară pentru informare) from ANCPI, which reflects the current registered state of the property.

The Land Registry extract is essential but not sufficient. Romanian courts have repeatedly confirmed that registration in the Land Registry creates a presumption of accuracy but does not guarantee the underlying validity of the title chain. A property may be registered in the name of a seller who acquired it through a transaction that is later challenged as null or annulled. The Civil Code, at Article 901, provides good-faith purchaser protection for those who acquire property relying on Land Registry data, but this protection applies only if the buyer paid fair value and had no knowledge of the defect. Investors who pay below-market prices or who proceed without full title chain review may find this protection unavailable.

Practical due diligence for a commercial acquisition in Romania should cover at minimum:

• Full title chain review going back at least 10 years, or to the original post-communist restitution or privatisation act
• Verification of cadastral documentation and the correspondence between physical boundaries and registered data
• Search for any pending litigation, enforcement proceedings, or insolvency of the seller through the courts' public portal and the insolvency bulletin
• Urban planning certificate (certificat de urbanism) confirming permitted uses, building restrictions, and any public utility easements
• Environmental status check, particularly for industrial or agricultural land

A non-obvious risk in Romania is the restitution legacy. Between 1945 and 1989, the Romanian state nationalised significant volumes of private property. Post-1989 restitution legislation, including Law No. 10/2001 and Law No. 165/2013, created a complex system of claims and compensatory awards. Properties that were nationalised and subsequently sold by the state to third parties may still be subject to pending restitution claims or compensation proceedings. A buyer who acquires such a property without investigating the restitution history may face a challenge from a former owner's heir, even if the Land Registry shows a clean title.

To receive a checklist for real estate due diligence in Romania, send a request to info@vlolawfirm.com.

Romanian law requires that all real estate transfers be concluded by authentic notarial deed (act autentic notarial). This requirement is established in the Civil Code at Article 1244 and is a condition of validity, not merely a formality. A private written agreement to transfer real estate is not sufficient to transfer ownership - it creates only a contractual obligation to conclude the notarial deed. Buyers who pay a deposit or even the full price under a private agreement and then encounter a seller who refuses to proceed must seek specific performance through the courts, which adds time and cost.

The notarial process in Romania involves several sequential steps. First, the parties typically conclude a preliminary sale-purchase agreement (antecontract de vânzare-cumpărare), which may be authenticated or remain as a private document. This agreement fixes the price, conditions, and a deadline for the final deed. Second, the notary conducts a title search and prepares the draft deed. Third, the parties appear before the notary - in person or through a duly authorised representative with a special power of attorney - to execute the deed. Fourth, the notary submits the deed for registration in the Land Registry, which must occur within five working days of execution.

Foreign buyers who cannot attend in person must grant a special power of attorney (procură specială) that specifically authorises the representative to conclude the transaction on their behalf. If the power of attorney is executed abroad, it must be apostilled under the Hague Convention or legalised through the relevant Romanian consulate, and translated into Romanian by a certified translator. Delays in obtaining and transmitting apostilled documents are a frequent cause of missed deadlines in Romanian real estate transactions.

Transfer taxes and notarial fees in Romania are structured as follows. The transfer tax (impozit pe transferul proprietăților imobiliare) is payable by the seller and is calculated on a sliding scale based on the sale price and the period of ownership, under the Fiscal Code (Codul Fiscal), Law No. 227/2015. The buyer bears the notarial fee, which is calculated as a percentage of the transaction value and typically starts from the low thousands of EUR for residential transactions and rises for higher-value commercial deals. Land Registry registration fees are set by ANCPI and vary by transaction type. VAT at the standard rate of 19% applies to new constructions sold by VAT-registered developers; resale transactions between non-VAT-registered parties are generally exempt.

A practical scenario: a non-EU investor acquires a commercial building in Bucharest through a Romanian SRL. The SRL is the buyer of record. The transaction value is in the mid-hundreds of thousands of EUR. The investor should budget for notarial fees, Land Registry fees, and legal advisory costs that together typically represent 2-4% of the transaction value, in addition to any applicable VAT on the acquisition price if the seller is a VAT-registered entity selling a new or substantially renovated building.

Agricultural land outside built-up areas (extravilan) is the most heavily regulated category of real estate in Romania for foreign buyers. Law No. 17/2014, as amended, establishes a mandatory pre-emption procedure that applies to any sale of such land, regardless of the buyer's nationality. The procedure requires the seller to notify the local mayor's office, which then publishes the offer for 45 calendar days. Pre-emption right holders - co-owners, lessees, neighbouring landowners, young farmers, and the Romanian state - may exercise their right during this period at the offered price.

Only after the 45-day period expires without any pre-emption right holder exercising their right may the seller proceed with the sale to a third party, including a foreign buyer. The transaction must then be concluded at a price not lower than the published offer price. Any deviation from this procedure - including a sale at a lower price or without completing the notification - renders the transaction absolutely null and void (nulitate absolută), with no possibility of ratification.

In practice, the pre-emption procedure adds a minimum of 45 days to the acquisition timeline for agricultural land. Buyers should also verify whether the land is classified as agricultural land of national interest (teren agricol de interes național), which may trigger additional approval requirements from the Ministry of Agriculture. Forestry land (fond forestier) is subject to a separate regime under the Forestry Code (Codul Silvic), Law No. 46/2008, and carries additional restrictions on change of use and development.

A non-obvious risk for investors acquiring large agricultural portfolios through multiple smaller parcels is the fragmentation of cadastral records. Many Romanian agricultural parcels were returned to private owners through restitution in the 1990s and early 2000s without complete cadastral documentation. Parcels may lack precise boundary coordinates, and the correspondence between the Land Registry description and the physical land may be approximate. Investors who proceed without commissioning a full cadastral survey before signing the preliminary agreement may discover boundary discrepancies after the transaction closes.

To receive a checklist for agricultural land acquisition in Romania, including the pre-emption notification procedure, send a request to info@vlolawfirm.com.

Investors who acquire land for development must navigate Romania's urban planning and construction permitting framework. The Urban Planning Law (Legea urbanismului), Law No. 350/2001, and the Construction Law (Legea privind autorizarea executării lucrărilor de construcții), Law No. 50/1991, together govern what may be built, where, and under what conditions.

Before acquiring development land, an investor should obtain a urban planning certificate (certificat de urbanism) from the relevant local authority - the local council (consiliu local) for most urban areas, or the county council (consiliu județean) for certain categories of land. The urban planning certificate is not a building permit; it is an informational document that sets out the planning regime applicable to the land, including permitted uses, building height limits, plot coverage ratios, and any obligations to contribute to public infrastructure. It is valid for 6 to 24 months depending on the type of project.

The building permit (autorizație de construire) is the operative document that authorises construction. It is issued by the mayor's office or, for certain categories of works, by the county council or the central government. The permit application requires a full set of technical documentation prepared by licensed architects and engineers, including a technical project (proiect tehnic) and an urban planning documentation (documentație de urbanism) if the project requires a zonal urban plan (plan urbanistic zonal, or PUZ) or a detailed urban plan (plan urbanistic de detaliu, or PUD). Processing times for building permits vary significantly by municipality and project complexity, ranging from 30 days for straightforward projects to several months for large developments requiring PUZ approval.

A common mistake by international developers is underestimating the time and cost required to obtain or amend urban planning documentation. A PUZ approval in Bucharest, for example, involves multiple rounds of consultation with public authorities, utility companies, and the public, and can take 12 to 24 months from initiation to final approval. Developers who acquire land assuming that a PUZ will be approved on a specific timeline frequently encounter delays that affect project financing and return calculations.

The risk of inaction is concrete: a building permit lapses if construction does not commence within 12 months of issuance or if works are interrupted for more than 12 months, under Article 7 of Law No. 50/1991. A lapsed permit requires a new application, and if the urban planning framework has changed in the interim, the new permit may reflect more restrictive conditions.

For commercial real estate, investors should also verify compliance with energy performance requirements under Law No. 372/2005 on the energy performance of buildings, which implements EU Directive 2010/31/EU. Buildings sold or leased must have a valid energy performance certificate (certificat de performanță energetică). Absence of this certificate does not invalidate the transaction but exposes the seller to administrative sanctions and may affect the buyer's ability to let the property.

Real estate disputes in Romania are resolved primarily through the civil courts. The Civil Procedure Code (Codul de Procedură Civilă), Law No. 134/2010, establishes jurisdiction rules for real estate matters. Actions concerning rights over immovable property (acțiuni reale imobiliare) fall within the exclusive jurisdiction of the court in the district where the property is located, regardless of where the parties are domiciled or incorporated. This rule applies even to disputes between foreign parties and cannot be overridden by contractual choice of court clauses.

The Romanian court system for civil matters has three tiers: first instance courts (judecătorii or tribunale, depending on the value and nature of the claim), courts of appeal (curți de apel), and the High Court of Cassation and Justice (Înalta Curte de Casație și Justiție, or ICCJ). Real estate disputes of significant commercial value are typically filed at the tribunal level. First instance proceedings in commercial real estate disputes commonly take 12 to 24 months; appeals add further time. Investors should factor realistic litigation timelines into their risk assessments.

Interim measures are available under the Civil Procedure Code, including provisional seizure of the disputed property (sechestru asigurător) and injunctions (ordonanță președințială). A provisional seizure can be obtained relatively quickly - sometimes within days - if the applicant demonstrates urgency and a prima facie case. However, the applicant must provide security (cautio), the amount of which is set by the court and can be substantial for high-value properties.

International arbitration is available for contractual disputes between commercial parties, and Romanian law recognises arbitration clauses in real estate contracts between professional parties. However, arbitration cannot replace the exclusive jurisdiction of Romanian courts for in rem actions - disputes about the existence or content of a real right over Romanian land must be decided by Romanian courts. Arbitration is therefore most useful for disputes arising from preliminary agreements, development contracts, or joint venture arrangements where the claim is contractual rather than proprietary.

A practical scenario: a foreign investor acquires a commercial property through a Romanian SRL and later discovers that the seller had concealed a mortgage that was not reflected in the Land Registry extract at the time of signing the preliminary agreement but was registered before the final deed. The buyer's remedy is an action for eviction warranty (garanție pentru evicțiune) under the Civil Code, Article 1695 onwards, against the seller. The buyer may also seek cancellation of the mortgage if the mortgagee acted in bad faith. Both actions require Romanian court proceedings, and the outcome depends heavily on the sequence of registrations and the good faith of the parties.

A second scenario: a developer acquires agricultural land, completes the pre-emption procedure, and begins construction without obtaining a building permit. The local inspectorate for construction (Inspectoratul de Stat în Construcții, or ISC) issues a stop-work order and a fine. The developer must either regularise the construction through a post-facto permit (autorizație de construire pentru lucrări executate fără autorizație) - which is possible in limited circumstances under Law No. 50/1991 - or demolish the unauthorised works. The cost of non-compliance in this scenario can exceed the cost of proper permitting by a significant multiple.

A third scenario: two foreign co-investors in a Romanian SRL that holds a portfolio of residential properties disagree on exit strategy. One investor wishes to sell the portfolio; the other wishes to retain it. The dispute is governed by the company's articles of association (act constitutiv) and, subsidiarily, by Law No. 31/1990. If the articles do not contain a deadlock resolution mechanism, the dissenting investor may seek judicial dissolution of the company under Article 227 of Law No. 31/1990, which would trigger a liquidation and forced sale of the portfolio - potentially at below-market value. Structuring the articles of association carefully at incorporation is far less costly than resolving a deadlock through litigation.

To receive a checklist for structuring a real estate acquisition vehicle in Romania and avoiding common disputes, send a request to info@vlolawfirm.com.

What is the main legal risk for a foreign buyer who signs a private sale agreement without notarisation in Romania?

A private written agreement to transfer Romanian real estate does not transfer ownership and is not registrable in the Land Registry. It creates only a contractual obligation to conclude the notarial deed. If the seller subsequently refuses to proceed - for example, because they have received a higher offer - the buyer must seek specific performance (executare silită a obligației de a face) through the Romanian courts. This process can take 12 months or more, during which the buyer has no registered interest in the property and the seller may attempt to transfer it to a third party. A well-drafted preliminary agreement with a substantial deposit and liquidated damages clause provides some protection, but the fundamental risk is the absence of a registered right until the notarial deed is executed.

How long does a full commercial real estate acquisition take in Romania, and what are the main cost components?

A straightforward commercial acquisition through a Romanian SRL, where the property is urban and not subject to pre-emption, typically takes 6 to 12 weeks from the start of due diligence to Land Registry registration. Agricultural land transactions add a minimum of 45 days for the pre-emption procedure. Development projects requiring PUZ amendments can add 12 to 24 months before construction can begin. Cost components include legal advisory fees (typically starting from the low thousands of EUR for straightforward transactions and rising with complexity), notarial fees calculated as a percentage of the transaction value, Land Registry registration fees, and any applicable VAT. Investors should also budget for cadastral survey costs if the property lacks complete documentation, and for urban planning certificate and permit fees if development is intended.

When should a foreign investor use a Romanian company to hold real estate rather than acquiring directly as an individual?

A Romanian company structure is strongly advisable for non-EU nationals, who face restrictions on direct land ownership, and for any investor - EU or non-EU - who intends to hold multiple properties, develop land, or eventually exit through a share sale rather than an asset sale. A share sale transfers the company together with its real estate holdings and avoids the notarial deed and Land Registry re-registration process, which reduces transaction costs and time on exit. The company structure also separates the investor's personal liability from the real estate portfolio and facilitates third-party financing. The trade-off is the ongoing administrative burden of maintaining a Romanian company - annual financial statements, tax filings, and corporate governance requirements under Law No. 31/1990. For a single residential acquisition by an EU citizen with no development intent, direct individual ownership may be simpler and more cost-effective.

Romania's real estate market rewards investors who approach it with a clear understanding of its legal architecture. The combination of EU-aligned ownership rules for EU nationals, structured restrictions for non-EU buyers, a mandatory notarial transfer process, a pre-emption regime for agricultural land, and a multi-layered urban planning framework creates a transaction environment that is manageable but not forgiving of shortcuts. Due diligence that goes beyond the Land Registry extract, correct structuring of the acquisition vehicle, and careful compliance with pre-emption and permitting procedures are the foundations of a successful investment.

Our law firm VLO Law Firm has experience supporting clients in Romania on real estate acquisition, corporate structuring, development permitting, and dispute resolution matters. We can assist with due diligence, acquisition structuring through Romanian entities, pre-emption procedure compliance, building permit advisory, and representation in Romanian court proceedings. To receive a consultation, contact: info@vlolawfirm.com.