Romania Commercial Real Estate Disclosures & Due Diligence

Unlike residential leasing, which attempts to shield "vulnerable" individuals, the Romanian commercial real estate market operates on the strict assumption that corporate tenants are highly sophisticated actors capable of employing their own expensive legal counsel and technical surveyors.

Under the Romanian Civil Code (effective 1 October 2011), the principle of Caveat Emptor generally applies to commercial real estate transactions, placing a significant burden of discovery on the tenant during the pre-lease Due Diligence phase. However, there are specific state-mandated disclosures the landlord must provide, driven by EU environmental directives, Romanian fire safety regulations, and the general obligation to provide a warranty against hidden defects.

Caveat Emptor (Let the Buyer/Tenant Beware)

The guiding principle of Romanian commercial real estate negotiations is Caveat Emptor.

There is no standardized "Commercial Property Condition Disclosure Form" mandated by the state. While landlords are not typically required to preemptively volunteer information about all operational quirks or potential future nuisances, they are legally obliged to provide a warranty against hidden defects that could not be discovered by a diligent buyer without specialized assistance.

The Due Diligence (DD) Report: It is entirely the responsibility of the corporate tenant to hire their own technical, legal, and financial teams to produce a comprehensive Due Diligence Report before signing the lease.

• Technical DD: Structural engineers verify the load-bearing capacity of warehouse floors and identify potential hidden defects.
• Legal DD: Real estate lawyers verify the landlord’s Title Deed at the Land Registry (Cartea Funciară) to ensure the property is not encumbered by hidden bank mortgages, ongoing ownership lawsuits, or pending government acquisition proceedings.

State-Mandated Disclosures

While a landlord does not have to disclose every minor building quirk, they must supply the tenant with specific compliance documents required by national and European law.

1. The Energy Performance Certificate (EPC)

Driven by EU environmental regulations and Law 372/2005 (as amended by Law 159/2013), the Energy Performance Certificate (Certificat de Performanță Energetică) is mandatory for the sale or lease of commercial properties in Romania.

• Advertising: The seller, lessor, or administrator must include specific details regarding the EPC in the sale-purchase or lease offer.
• Execution: The owner or administrator is legally obliged to make a copy of the EPC available to the potential tenant before the contract is concluded.
• Registration: For lease contracts, a copy of the certificate must be deposited with the competent fiscal authority at the time of contract registration. Failure to present the EPC can prevent registration with fiscal authorities. Institutional Standard: In the highly competitive Romanian Class A office market, international corporate tenants often require massive Environmental, Social, and Governance (ESG) disclosures, demanding proof of BREEAM or LEED certifications in addition to the mandatory EPC.

2. ISU Fire Safety Authorizations (Autorizația de Securitate la Incendiu)

Since the tragic Colectiv nightclub fire in Bucharest in 2015, the Romanian state has drastically intensified its enforcement of commercial fire safety regulations. The ISU Fire Safety Authorization is a critical administrative act certifying that a construction meets fire safety requirements.

The most critical disclosure a corporate tenant must demand from a commercial landlord is the ISU Fire Safety Authorization.

• Landlord Obligation: Landlords must ensure the core shell and structure of the building possess a valid ISU permit. Putting new constructions or existing ones with modifications into operation requires this authorization.
• The Tenant's Burden: If the tenant decides to drastically alter the internal layout (e.g., building internal drywall partitions or changing the layout of fire sprinklers), the tenant themselves becomes legally responsible for obtaining a new, specific ISU permit for their custom fit-out.
• Operating any commercial space accessible to the public without a valid ISU permit can result in immediate shutdown by the authorities and significant corporate fines.

The Handover Protocol (Proces-Verbal de Predare-Primire)

The Handover Protocol (Proces-Verbal de Predare-Primire) is a crucial document for recording the condition of a property when transferred to a tenant. While not always legally required for the validity of the lease, it is highly recommended and serves as strong evidence in disputes.

This document serves as the ultimate condition disclosure. It typically includes:

• Identification details and property description.
• Meticulous logs of the exact state of HVAC connection points, raised flooring, and structural integrity.
• Precise utility meter readings and inventory of keys.
• Extensive photo documentation.

This protocol establishes the basic condition at the start of tenancy, which is essential for resolving future disputes over maintenance and Reinstatement Obligations (restoring the office to its original state).

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