Required Disclosures & Due Diligence for Romania Commercial Real Estate

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.

Consequently, the burden of discovery in Romanian commercial leasing rests almost entirely on the tenant during the pre-lease Due Diligence phase. However, there are specific state-mandated disclosures the landlord must provide, entirely driven by EU environmental directives and Romanian fire safety regulations.

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. The landlord is not required to preemptively volunteer information about the fact that the building's 20-year-old HVAC system breaks down frequently in July, or that an adjacent plot of land is zoned for a loud, dusty construction project starting next year.

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.
• 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 or ongoing ownership lawsuits.

State-Mandated Disclosures

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

1. The Energy Performance Certificate (EPC)

Driven by strict EU environmental regulations (Law 372/2005), the Energy Performance Certificate (Certificat de Performanță Energetică) is the single most strictly enforced physical disclosure in Romanian real estate.

• Advertising: Every commercial listing (for offices, retail, or industrial space) must visibly display the building's energy rating (Class A to G).
• Execution: The landlord must present a valid original or certified copy of the EPC to the corporate tenant before the contract is signed.
• Contractual Attachment: A physical or digitally certified copy of the EPC must be appended to the final, signed lease agreement. Institutional Standard: In the highly competitive Romanian Class A office market, simply having a "Class A" EPC is no longer sufficient. International corporate tenants (like global banks or major tech firms) often require massive Environmental, Social, and Governance (ESG) disclosures, demanding proof that the building holds top-tier BREEAM (Excellent/Outstanding) or LEED (Platinum) green certifications before they will even tour the property.

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 most critical disclosure a corporate tenant must demand from a commercial landlord is the ISU Fire Safety Authorization. If a landlord leases a 500 sqm retail box in a mall, or an entire floor in a high-rise to a tenant:

• The landlord must prove the core shell and structure of the building possesses a valid ISU permit.
• The Tenant's Burden: If the tenant decides to drastically alter the internal layout (e.g., building internal drywall partitions, changing the layout of the fire sprinklers, or operating a high-capacity restaurant kitchen), the tenant themselves becomes legally responsible for obtaining a new, specific ISU permit for their custom fit-out before opening for business.
• Operating any commercial space accessible to the public without a valid ISU permit can result in immediate shutdown by the authorities and devastating corporate fines.

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

Because commercial "Vanilla Shell" handovers often involve millions of Euros in subsequent tenant fit-out investments, the Handover Protocol (Proces-Verbal de Predare-Primire) is a critical liability junction.

This massive technical document, signed on Day 1, serves as the ultimate condition disclosure. It meticulously logs the exact state of the HVAC connection points, the raised flooring, the precise utility meter readings, and the structural integrity of the shell. It is accompanied by hundreds of photographs. This document is the only defense a landlord has when, 10 years later, the tenant attempts to move out without paying to restore the office back to its original Vanilla Shell state (Reinstatement Obligations).

Back to Romania Commercial Laws OverviewKhông có bản xem trước.