Real estate, construction and infrastructure lawyers in Romania

Legal advice on real estate acquisitions, developments, leases and infrastructure projects in Romania

For investors, developers, owners and contractors, from land checks and permitting to contracts, financing and disputes

Adesman & Asociații advises investors, developers and owners on real estate transactions and projects in Romania: acquiring land and buildings, developing office, industrial and energy projects, leasing commercial premises and financing these investments.

The practice also covers transport and road, rail and airport infrastructure projects, where construction contracts and the relationship with the public employer raise different issues from a private development.

Over the past ten years, the team's lawyers have worked on some of the largest real estate transactions in Romania. Because the real estate practice works alongside our litigation practice, we can assess at the transaction stage the risks that might later end up in court.

 

Our areas of legal assistance

Acquisitions and sales of land and buildings

We act for buyers and sellers in transactions involving land, office buildings, retail premises and industrial assets, from the legal due diligence of the property to signing the contract and registration in the land register.

Due diligence covers the history of title, encumbrances and security interests, the cadastral position, any restitution claims or litigation, the zoning regime and whether the buildings match the permits issued.

We draft and negotiate promissory and final sale and purchase agreements, security agreements and the documentation for transactions in which the property is acquired together with the company that owns it.

Land due diligence in Romania

A plot can look clean in the land register extract and still have problems that only surface after purchase: a disputed restitution of title, an overlap with the neighbouring plot or a building ban in the zoning plan. Land due diligence aims to find them before signing.

We check the chain of title and the title deeds, including those issued under Romania's post-1989 restitution and land reform laws, the land register entries and whether the land register, the cadastral plan and the situation on the ground match. We review encumbrances that are registered or that may exist without registration: mortgages, easements, third-party use rights, litigation, claims and pending restitution requests.

For development, we check the legal and zoning status of the land: whether it lies inside or outside the built-up area (intravilan or extravilan), its use category, the general and zonal urban plans (PUG and PUZ), access to a public road, utility easements and any environmental restrictions, protected areas or archaeological sites.

Agricultural land outside the built-up area is subject to special sale rules, including statutory pre-emption rights and a prior public offer procedure, and using it for construction requires its removal from agricultural use. We build these steps into the transaction timetable, as they can take months.

For projects that assemble dozens or hundreds of plots, such as wind and solar farms, we check each plot and the rights over it (ownership, superficies rights, easements, agricultural leases) and make sure the secured land matches the footprint in the permits and the grid connection approval. The result is a plot-by-plot report showing what can be built and what still needs to be resolved.

Real estate development, zoning and building permits

We assist developers in analysing the legal and zoning status of land and in procedures concerning urban planning documentation, the urban planning certificate, approvals and consents, the building permit and the acceptance of works.

We prepare legal opinions and memoranda on zoning, regulatory and compliance matters, including for investors and lenders assessing a project.

We also follow case law on challenges to building permits, where a decision of the Romanian Constitutional Court changed the rules on who may challenge these permits.

Land rights for energy and infrastructure projects

Wind and solar farms need rights over large areas of land, often from many different owners. We structure and negotiate building rights (superficies), easements, agricultural leases, loans for use and leases, and check the regime applicable to agricultural land.

The team's experience includes the development, permitting and sale of solar projects of over 500 MW and the acquisition of wind and solar projects of over 200 MW. See also our page on Energy Law.

Commercial leases

We assist landlords and tenants in drafting and negotiating leases for retail, office and industrial premises.

Negotiations usually cover the term and renewal, rent and indexation, fit-out works, guarantees, assignment and subletting, and the conditions under which the lease may be terminated early.

Construction contracts and FIDIC

We draft and negotiate design and build contracts, including on FIDIC terms, and assist the parties in managing claims, delays and variations.

When a dispute cannot be settled by negotiation, we represent clients in litigation and arbitration over FIDIC contracts, including ICC proceedings.

Real estate litigation

We represent clients in actions for recovery of property, disputes over the validity of legal acts, the enforcement of preliminary sale agreements, the annulment of cadastral documentation and the rectification of land register entries.

We also represent clients in disputes over the management and use of properties and in litigation arising from real estate contracts. For more on our litigation practice, see our page on Litigation & Arbitration.

Relevant real estate and construction experience

The team's lawyers have worked on the sale and acquisition of land, construction projects, the leasing of shopping centres and office buildings and the disputes arising from them. The mandates below reflect both the work of Adesman & Asociații and the prior professional experience of team members.

Real estate transactions and projects

  1. Solar and wind projects. Advice to a major European renewable energy developer on the development, permitting and sale of solar projects of over 500 MW in Romania and on the sale of wind farms of over 200 MW.
  2. Acquisition of renewable energy projects. Legal advice to the Romanian subsidiary of one of the world's largest energy suppliers on the acquisition of wind and solar projects in Romania with a total capacity of over 200 MW.
  3. Recovering the deposit under a promissory sale agreement. Legal advice to a client whose seller failed to perform a promissory sale agreement, with the aim of recovering the full deposit paid without going to court.
  4. A new valid title. Advising a client who had acquired a property under an act affected by absolute nullity on obtaining a new valid title.

Property law disputes

  1. Defending title to land of over 41,000 sq m. Legal advice and representation for an Italian investor in complex litigation to defend title to a property of over 41,000 sq m.
  2. Dispute over the management of a Bucharest property. Legal advice and representation for a major real estate developer in a dispute concerning claims of approximately EUR 10 million.
  3. Cadastre and land register. Legal advice and representation for a private company in litigation concerning title, the annulment of plot subdivision acts and cadastral documentation and the rectification of land register entries.

Real estate finance and security

  1. Mortgages in a dispute with the Romanian State. Legal advice and representation for a bank in litigation against the Romanian State seeking the annulment of a decision of the Bucharest Regional Directorate General of Public Finance concerning the registration in the land register of the State's title to properties mortgaged in favour of the client.
  2. Over 65 preliminary sale agreements in insolvency. Legal advice and representation for a bank in challenges concerning the performance of over 65 preliminary sale agreements for properties mortgaged in favour of the client, securing a claim of EUR 1.8 million.
  3. Bankruptcy of a real estate developer. Legal advice and representation for a bank in the bankruptcy proceedings of a major real estate developer to recover approximately RON 25 million.

Construction and infrastructure

  1. ICC arbitrations concerning road infrastructure. Legal assistance and representation for the Romanian subsidiary of one of the leading international construction companies in two ICC arbitration proceedings arising from FIDIC Red Book contracts concerning the rehabilitation of road infrastructure in Romania.
  2. Rehabilitation of a national road. Legal advice and representation for a major construction and civil engineering group in disputes over claims under a contract for the rehabilitation of a national road in Romania, with a value exceeding EUR 4.5 million.

 

Legal insights on real estate and construction

We publish analysis of legislative changes and court decisions affecting real estate investment, building permits and land rights.

Constitutional Court decision on building permits: Prefect loses exclusivity of challenge

Renewable energy investments in Romania: land, grid connection and authorisation

Frequently asked questions about real estate law in Romania

1What legal checks are carried out before buying land or a building in Romania?
We check the history of title, the land register extract and cadastral position, encumbrances and security interests, litigation and claims, the zoning regime and the permits for existing buildings. Agricultural land and land outside the built-up area require additional checks.
2When is a building right (superficies) used?
When someone wants to build and own a structure on another person's land without buying the land. It is the usual solution for wind and solar farms, where the developer needs stable long-term rights over many plots.
3Do you also assist with transactions where the company owning the property is acquired?
Yes. In that case due diligence covers both the property and the company: its contracts, debts, litigation and tax liabilities. The transaction documents are negotiated under corporate and M&A rules.
4Can you assist a developer throughout the project?
Yes. We can start with securing the land and the zoning analysis and continue with permitting, construction contracts, financing, leasing or the sale of the project.
5What can be done when the contractor delays the works or claims additional costs?
We review the contract, the notices sent and the site records. Under FIDIC contracts, claims and responses to them are subject to strict time limits. Depending on the situation, we recommend negotiation, the contractual dispute resolution procedure or court or arbitral proceedings.
6Do you represent clients in land register and cadastre disputes?
Yes. We represent clients in actions to rectify land register entries, to annul cadastral documentation and to recover property.
7What should you know before buying agricultural land outside the built-up area in Romania?
The sale of such land follows a special procedure in which certain categories of persons have pre-emption rights and the offer for sale must be made public before signing. If the land is to be used for construction, it must also be removed from agricultural use. We check these conditions at the outset so that the transaction timetable is realistic.

Our Approach

Many real estate disputes start with a superficial check before signing: an encumbrance nobody saw, a challenged zonal plan (PUZ) or a permit that does not match the building. We therefore treat due diligence as part of the transaction strategy.

When we identify a risk, we explain it to the client in practical terms and propose a solution: a warranty clause, a condition precedent or renegotiating the price.

The information on this page is general in nature and does not constitute legal advice. The mandates mentioned reflect the specific circumstances of the cases concerned and are no guarantee of the outcome of other transactions or disputes.

 
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