Romania Commercial Real Estate Law: Overview

The Romanian commercial real estate market (office, retail, and logistics) is a highly deregulated, aggressively free-market environment governed primarily by the Romanian Civil Code, which came into effect on 1 October 2011. Because Romanian courts view commercial landlords and corporate tenants as sophisticated peers, the consumer protections found in residential law vanish. The primary rule governing Romanian commercial leasing is the "Freedom of Contract" (Libertatea Contractuală). Whatever is written in the lease, assuming it does not violate fundamental public order, is binding absolute.

Key Romanian Commercial Laws at a Glance

The Legal Framework: The Civil Code

Commercial leases in Romania are governed almost entirely by the general leasing provisions of the Romanian Civil Code (Codul Civil). There is no specialized "Commercial Tenancies Act" as seen in jurisdictions like the UK.

Because the Civil Code provisions are mostly suppletive (meaning they only apply if the contract is silent on an issue), institutional landlords draft massive 50-to-80-page contracts designed to override the default legal provisions and transfer maximum risk onto the tenant.

The Enforceable Title (Titlu Executoriu) and Eviction

A critical feature of Romanian commercial leasing is the "Enforceable Title," which allows landlords to bypass full-scale litigation for specific issues if the lease is notarized or registered with ANAF. However, the scope of this "shortcut" depends on the nature of the claim:

1. Collection of Unpaid Rent

Under Art. 1798 of the Civil Code, a lease that is notarized or registered with the tax authorities (ANAF) is an Enforceable Title for the collection of unpaid rent. If a tenant defaults, the landlord can hand the lease directly to a Judicial Bailiff (Executor Judecătoresc) to initiate the seizure of bank accounts without a prior court judgment.

2. Eviction and Restitution

The rules for physical eviction differ based on why the lease is ending:

• Expiry of Term: Under Art. 1809 (2) and (3) of the Civil Code, a notarized or ANAF-registered lease is an enforceable title for the restitution of the property only upon the expiry of the contractual term. In this specific case, a bailiff can proceed with eviction immediately.
• Eviction for Breach (e.g., Non-payment): If a landlord terminates a lease early due to a tenant's breach, the lease is not an automatic enforceable title for eviction. The landlord must obtain a court decision. To expedite this, landlords typically use the Special Eviction Procedure under Articles 1034–1049 of the Code of Civil Procedure, which is a fast-track judicial process designed for occupants no longer holding a valid title.

Explore this vital mechanism in our Commercial Eviction Process GuidePreview unavailable.

Financial Structures: NNN and Indexation

1. The Triple Net (NNN) Standard

If you are leasing Class A office space in Floreasca or a logistics warehouse near the A1 highway, you will sign a Triple Net (NNN) lease. The tenant pays a fixed "Base Rent" (Chiria de Bază), which is pure profit for the landlord. On top of that, the tenant pays a proportional share (based on their leased square meterage) of the building's total operational costs, known as the Service Charge (Taxa de Management/Operare). This covers everything from the building's property tax and insurance, to the lobby receptionist's salary and the electricity used by the central elevators.

Read more in our Commercial Maintenance & Service Charge GuidePreview unavailable.

2. Euro (EUR) Denomination and Indexation

Virtually 100% of institutional commercial leases in Romania are negotiated and denominated in Euros (EUR) to hedge against the volatility of the domestic currency (RON). The tenant pays the invoice in RON calculated at the daily National Bank of Romania (BNR) exchange rate.

Furthermore, long-term commercial leases (spanning 5 to 10 years) contain strict annual indexation clauses. Every year, the Base Rent automatically increases, strictly tethered to the European Harmonized Index of Consumer Prices (HICP/MUICP), ensuring the landlord's real yield never erodes due to inflation.

Learn how to safely execute these increases in our Commercial Rent Increases GuidePreview unavailable.

Taxation: The VAT Trap (TVA)

Under Art. 292(2)(e) of the Fiscal Code, the rental of real estate is technically exempt from VAT. However, for commercial B2B (Business-to-Business) rentals, this exemption is often disadvantageous for landlords who wish to recover VAT paid on construction or maintenance.

Therefore, under Art. 292(3) of the Fiscal Code, landlords may opt-in to charging 19% VAT on the rent by notifying the tax authorities (ANAF). Consequently, commercial tenants should expect to pay Base Rent + Service Charge + 19% VAT.

Crucial Exception: Under Art. 286(4)(a) of the Fiscal Code, contractual late penalties (penalități de întârziere) and damages are considered financial sanctions, not a supply of services. A landlord must NEVER charge VAT on a late fee invoice.

See our Commercial Late Fees GuidePreview unavailable for details.

Institutional Management with Landager

Operating a 20-tenant Class A office building relying on Excel spreadsheets to calculate proportional BOMA area service charges, daily BNR EUR-to-RON currency fluctuations, and annual HICP indexation increases is a guaranteed path to severe accounting errors and lost revenue.

Landager provides the foundational infrastructure for institutional Romanian asset management. Automate Open-Book Service Charge reconciliations, generate impeccably accurate multi-currency invoices with appropriate VAT exemptions for penalties, and secure your Enforceable Titles by digitally linking your Notarial Deeds and ANAF receipts directly to the tenant's profile, ensuring you are perpetually armed for lightning-fast, bailiff-led evictions.

Explore further Romanian Commercial topics:

• Commercial Security Deposits (Bank Guarantees)Preview unavailable
• Commercial Eviction Process & The Enforceable TitlePreview unavailable
• Commercial Rent Increases and HICP IndexationPreview unavailable
• Commercial Required Disclosures (EPC & Due Diligence)Preview unavailable
• Commercial Lease Requirements (Fixed Terms & Subleasing)Preview unavailable
• Commercial Maintenance & The Service Charge (OPEX)Preview unavailable
• Commercial Late Fees & Contractual PenaltiesPreview unavailable