Drafting Romanian Commercial Leases: Key Requirements

A Romanian commercial lease—especially for Class A office towers, high-street retail, and logistics parks—is a highly complex legal instrument governed by the Romanian Civil Code (Law no. 287/2009), which came into effective force on 1 October 2011. Because the Code grants sweeping "Freedom of Contract" to commercial entities, these documents are meticulously drafted to transfer maximum operational and financial risk away from the landlord and onto the corporate tenant.

Lease Duration: The Locked-In Fixed Term

In the residential sector, 1-year leases are standard. In the commercial sector, signing a 1-year lease is virtually unheard of. Commercial assets are valued based on the long-term stability of their yield curve (the WALT - Weighted Average Lease Term).

Institutional Standard Durations

• Retail & Small Office: 3 to 5 years.
• Class A Office (Anchor Tenants): 5 to 7 years.
• Logistics & "Big Box" Retail: 7 to 10+ years.

The "Locked-In" Principle (Perioadă Determinată): Under the Civil Code, commercial leases are binding for their entire duration. If a corporation signs a 5-year lease, they are legally and financially bound to pay rent for all 60 months. Unless a specific termination right is negotiated, attempting to abandon the property constitutes a material breach, allowing the landlord to instantly draw down the Bank Guarantee and sue for the remaining unpaid rent.

The Heavily Negotiated "Break Clause" (Clauza de Reziliere Unilaterală)

Because a rigid 5-year term is a massive liability for a growing company, powerful tenants (especially tech companies) will fiercely negotiate for a Break Clause (Unilateral Termination Right).

A Break Clause allows the tenant to terminate the lease early, but only at a very specific, pre-agreed chronological window (e.g., at the end of Year 3).

The Penalty (Penalitate de Reziliere): Exercising a Break Clause is rarely free. Under the principle of Art. 1538 CC (Liquidated Damages), landlords will demand a strict "Break Penalty"—usually requiring the tenant to forfeit 3 to 9 months of Base Rent, plus reimbursement for the "un-amortized" portion of fit-out contributions or brokerage commissions.

Form and Execution: The Demand for Notarization

While two companies can technically sign a valid commercial lease privately, institutional landlords require specific forms to activate the power of the Enforceable Title (Titlu Executoriu). This status allows a landlord to bypass the civil court system for rent collection and use a Bailiff (Executor Judecătoresc) for immediate enforcement.

Pursuant to Art. 1798 CC, leases concluded in authentic form (notarized) or by private deed registered with the tax authorities (ANAF) constitute enforceable titles for the payment of rent and other obligations, under the conditions of the law. Article 1809 (2) CC refers to the opposability of leases to third parties, stating that leases of immovable property are opposable to third parties if they are registered in the Land Registry.

Institutional landlords will force the corporate tenant to send legal representatives (with a formalized Procură) to a Public Notary. The Notary authenticates the document, transforming the private contract into a state-sanctioned instrument of debt and restitution.

Subletting & Assignment (Interdicția Subînchirierii)

The tenant has the right to sublet and assign the lease, in whole or in part, unless expressly forbidden by the lease agreement (Art. 1805 CC). Consequently, 100% of institutional commercial leases explicitly forbid subleasing or assignment without the landlord's prior, written, and often "discretionary" consent.

The Corporate Restructuring Exception: Sophisticated tenants negotiate a "Permitted Transfer" clause. This forces the landlord to allow assignment if the tenant's company is involved in a legitimate merger, acquisition, or internal restructuring, ensuring global M&A activity isn't blocked by regional lease restrictions.

Condition on Return: The Reinstatement Clause (Aducerea la Starea Inițială)

Perhaps the most aggressively litigated clause at lease expiry is the Reinstatement Obligation (Art. 1821 CC). The tenant is obliged to return the leased property in the condition in which it was received, except for what has perished or deteriorated due to normal use.

Failure to comply allows the landlord to perform the works and deduct the exorbitant costs directly from the tenant's Bank Guarantee.

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