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, 40-to-80-page legal instrument. Because the Romanian Civil 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): Romanian commercial leases are ironclad. If a corporation signs a 5-year lease in Bucharest, they are legally and financially bound to pay rent for all 60 months. If their business goes bankrupt in year 2 or they need to downsize, they cannot simply give a "30-day notice" and walk away. Attempting to abandon the property constitutes a material breach, allowing the landlord to instantly draw down the massive Bank Guarantee and sue the corporate parent company for the remaining 3 years of 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. A Break Clause allows the tenant to unilaterally terminate the lease early, but only at a very specific, pre-agreed chronological window.

• Example: A 5-year lease might feature a "Break Option at Year 3".
• The Penalty: Exercising a Break Clause is never free. In Romania, landlords will demand a strict "Break Penalty" (Penalitate de Reziliere)—usually punishing the tenant by requiring them to forfeit 3 to 6 months of the Base Rent, plus requiring them to reimburse the landlord for the "un-amortized" portion of any fit-out contributions or real estate broker commissions the landlord paid on Day 1.

Form and Execution: The Demand for Notarization

While two companies can technically sign a valid commercial lease on a napkin in a coffee shop, no institutional landlord will allow it.

To activate the devastating legal power of the Enforceable Title (Titlu Executoriu)—which allows the landlord to bypass the civil court system entirely and evict a non-paying tenant within weeks using a Bailiff—the landlord will demand the lease be executed in one of two ways:

1. ANAF Registration: (Mandatory for tax compliance, but slower to execute for evictions).

2. The Notarial Deed (Act Autentic Notarial): (The absolute industry gold standard).

Institutional landlords will force the corporate tenant to send their legal representatives (with formalized Power of Attorney/Procură) to a Romanian Public Notary. The Notary authenticates the signatures and the document, transforming the private contract into a state-sanctioned instrument of debt. While the Notary fees are substantial (calculated as a percentage of the total multi-year lease value), this cost is almost always violently pushed onto the tenant.

Subletting & Assignment (Interdicția Subînchirierii)

By default, the Romanian Civil Code allows a tenant to sublet their space unless explicitly forbidden. Therefore, 100% of institutional commercial leases explicitly forbid subleasing or assigning the lease without the landlord's prior, written, arbitrary consent.

Landlords fiercely protect their "Tenant Mix" (especially in shopping malls) and demand absolute control over who occupies their asset. If an architecture firm rents 500 sqm but downsizes, they cannot quietly sublet half the floor to a noisy call center.

The Corporate Restructuring Exception: Sophisticated corporate tenants will negotiate a specific carve-out to this ban: The Permitted Transfer. This clause forces the landlord to allow the lease to be assigned if the tenant's company is involved in a legitimate corporate merger, acquisition, or internal restructuring, ensuring the tenant's global M&A activity isn't blocked by an obstinate Romanian landlord.

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

Perhaps the most aggressively litigated clause at the end of a Romanian commercial lease is the Reinstatement Obligation. When a corporate tenant moves out at Year 5, they cannot simply pack their laptops and leave.

The lease will contain a strict clause demanding the tenant strip out all custom improvements—demolishing glass partitions, ripping out specialized server room cooling, and ripping up branded carpeting—returning the space to a pristine, "Vanilla Shell" or "Open Space" condition at their own massive expense. If the tenant fails to do this, the landlord will hire contractors to demolish the fit-out and deduct the exorbitant cost directly from the tenant's Bank Guarantee.

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