Commercial Lease Agreement Romania: 12 Key Clauses
A commercial lease agreement in Romania can commit a company to years of rent, service charges and restoration costs. The commercial decision therefore depends not only on the monthly headline rent, but also on whether the premises can lawfully support the tenant’s activity and whether the contract allocates operational risks clearly.
This guide is intended for landlords and companies leasing offices, retail units, warehouses and other business premises. It explains the principal clauses to check under the Romanian Civil Code and the related property, tax and authorisation framework. Residential leases and leases of public property follow additional rules and are outside this article’s main scope.
Is a written commercial lease mandatory in Romania?
The lease relationship is governed principally by the Romanian Civil Code, especially the general rules on lease agreements. The parties have broad contractual freedom in a business-to-business transaction, but statutory rules apply where the lease is silent, and certain mandatory provisions of Romanian law may apply irrespective of contractual wording.
Under Article 1798 of the Civil Code, a lease concluded in authentic form, or a privately signed lease registered with the competent tax authority, may constitute an enforceable title for rent payment under the conditions stated by law. Tax registration affects enforceability, not the validity of the lease. It is not a universal requirement for the existence of every corporate lease, although the applicable tax and registration duties must still be checked for the particular landlord and transaction.
For leases requiring stronger protection against a future buyer or other third parties, the parties should assess land-book registration. The correct mechanism depends on the property, the lease term and the landlord’s registered title. A company entering a long-term lease should not assume that signature alone gives the same protection as registration.
Select a stage to see the legal control that should be completed before moving forward.
Fix the exact premises, intended activity, timetable, fit-out assumptions, headline rent and critical conditions before detailed drafting begins.
What should be checked before the commercial lease is signed?
The tenant should compare the land-book extract and cadastral plan with the space actually offered. The review should cover ownership, mortgages, litigation annotations, existing leases, access rights, parking, common areas and the landlord’s authority to grant the agreed use. These checks overlap with a focused real estate due diligence review in Romania.
The proposed activity must also be compatible with the building’s authorised use and applicable planning, fire-safety, sanitary, environmental and sector-specific requirements. A contractual statement that the tenant will obtain “all permits” does not solve a structural problem with the premises. The lease should distinguish permits relating to the building from those relating to the tenant’s own business.
For buildings or units covered by Law no. 372/2005, the owner must address the applicable energy-performance certificate obligations when leasing. The current framework covers offices, retail and other occupied commercial uses, subject to statutory exemptions. See the official energy performance legislation.
| Check | Tenant question | Contract response |
|---|---|---|
| Title and authority | Does the landlord own and control the exact premises? | Attach current land-book and corporate authority evidence. |
| Permitted use | Can the intended activity operate lawfully here? | Make effectiveness or rent commencement conditional where appropriate. |
| Physical condition | Who bears existing defects and compliance works? | Use a detailed handover report, photos and defect list. |
| Third-party rights | Could a lender, buyer or other tenant disrupt use? | Consider lender consent, non-disturbance and land-book protection. |
| Utilities and capacity | Are power, HVAC, access and loading capacity sufficient? | Define technical specifications and remedies for shortfalls. |
The 12 clauses that determine the real commercial risk
Select a clause to see the negotiation priority.
Model base rent, indexation, VAT, service charge, utilities, insurance contributions and one-off fit-out or reinstatement expenses.
1. Parties, authority and guarantees
Identify each party by its full legal name, registered office, registration number and tax code. Confirm the signatory’s authority. If a parent company, bank or shareholder gives security, specify whether it is a guarantee, autonomous demand guarantee, deposit or another instrument, together with its cap, duration and claim procedure.
2. Exact premises and permitted use
The lease should attach a plan and state the exclusive area, common-area allocation, parking and access rights. “Office use” or “commercial use” may be too vague. Describe the actual activity and deal with signage, customer access, deliveries, opening hours, hazardous materials and exclusivity if commercially relevant.
3. Term, commencement and long-stop date
Separate the signature date, handover date, fit-out access date, lease commencement and rent commencement. If delivery or permits are delayed, a long-stop date should allow the affected party to terminate. The Civil Code limits leases to a maximum statutory duration, so unusually long structures require specific review.
4. Rent, currency and indexation
State the currency, payment currency, exchange-rate source, due date and invoicing mechanics. An indexation clause should identify the index, reference period, first adjustment date, whether decreases apply and whether there is a cap or floor. Avoid combining indexation with discretionary “market rent” language unless the valuation procedure is clear.
5. VAT, withholding and invoicing
The lease of immovable property is generally VAT-exempt under the Romanian Fiscal Code, subject to important statutory exceptions and the landlord’s option to apply VAT under the prescribed procedure. Ancillary services, bundled supplies, invoicing structures and certain categories of premises may require distinct treatment. The contract should state whether figures include or exclude VAT and what happens if the VAT treatment changes. The parties should also align invoicing with the applicable Romanian electronic invoicing rules. For wider compliance context, see the site’s Romanian tax guidance.
6. Service charge and operating costs
Define recoverable costs, allocation formula, budget, reconciliation, audit rights and exclusions. Capital expenditure, financing costs, structural defects, landlord negligence, vacancy costs and costs relating to other tenants should not be hidden in a generic “all building expenses” clause. Retail leases may also involve marketing contributions and turnover reporting.
| Cost item | Point to negotiate | Typical control |
|---|---|---|
| Base rent | Area, currency, payment date and rent-free period | Rent schedule attached to the lease |
| Indexation | Index, floor, cap and first adjustment | Worked example and no double escalation |
| Service charge | Recoverable categories and allocation | Annual budget, reconciliation and audit right |
| Utilities | Metered consumption versus allocation | Separate meters or transparent formula |
| VAT | Exempt or taxable treatment | Express net/gross wording and change mechanism |
| Reinstatement | Removal and restoration at exit | Agreed baseline and pre-expiry inspection |
7. Deposit and financial security
Specify the amount, currency, replenishment duty, permitted deductions, return deadline and whether interest accrues. A bank guarantee should state the required issuing bank, wording, expiry buffer and renewal consequences. The landlord should not have an unlimited right to draw security for disputed amounts.
8. Handover, condition and defects
A signed handover protocol should record keys, meters, systems, inventory, photographs and defects. Define the condition standard at delivery and the remedy if the premises fail the agreed technical specifications. The tenant should not inadvertently accept latent or structural defects merely by taking possession.
9. Fit-out, alterations and ownership of improvements
Address design approval, permits, contractors, access, insurance, health and safety, delays and damage. The lease must also say whether improvements become the landlord’s property, whether compensation is available and what must be removed at expiry. These provisions should be coordinated with the construction-law implications of fit-out works.
10. Repairs, maintenance and building services
The Civil Code places core delivery, maintenance and peaceful-use obligations on the landlord, while the tenant normally bears routine repairs resulting from ordinary use, subject to the contract and the nature of the defect. A commercial lease should allocate structure, roof, façade, common systems, HVAC, internal installations and statutory upgrades expressly, together with response times and self-help rights.
Select the responsible actor. The final allocation must be stated in the lease and coordinated with insurance and access rights.
Ownership, structural integrity, roof and façade, common systems and building-level approvals normally require the landlord’s control and cooperation.
| Matter | Starting allocation | Lease control |
|---|---|---|
| Structure, roof and façade | Landlord | Response deadline, access and tenant remedy if use is disrupted |
| Routine internal maintenance | Tenant | Standard of care and exclusions for latent defects |
| Common building systems | Landlord or service-charge regime | Service levels, cost allocation and outage remedies |
| Tenant fit-out | Tenant, subject to approval | Design approval, permits, ownership and reinstatement |
| Statutory upgrade | Depends on cause and scope | Building-level versus activity-specific responsibility |
11. Assignment, subletting and corporate change
The Romanian Civil Code contains specific rules on assignment and subletting, which are frequently modified by commercial lease clauses. The contract should therefore state whether landlord consent is required and on what conditions. The tenant may seek objective consent standards for group reorganisations, business transfers and subleases, while the landlord may require financial tests or continued liability.
12. Default, termination, force majeure and hardship
List the defaults that justify termination, notice method, cure periods and consequences. Non-payment, unlawful use, loss of permits and abandonment need different treatment. Insolvency provisions should be reviewed together with the applicable insolvency legislation: Article 123 of Law no. 85/2014 maintains ongoing contracts at the opening of insolvency proceedings and may limit clauses that terminate or accelerate solely because insolvency has commenced. Force majeure should address genuine impossibility, while hardship or major economic disruption requires a separate allocation because increased cost alone is not automatically force majeure.
What happens if the building is sold?
Articles 1811 and following of the Civil Code regulate when a lease is opposable to a purchaser and the consequences of transferring the leased property. For registered immovable property, notation of the lease in the Land Registry is a central opposability mechanism; other statutory rules may apply depending on the property and transaction. The lease should require the landlord to notify a sale, procure the buyer’s assumption of obligations and transfer the deposit or guarantees correctly. For material long-term premises, the tenant should assess Land Registry notation and lender non-disturbance arrangements. The seller’s continuing liability, if any, should be stated rather than assumed.
Can the landlord enforce unpaid rent without a full lawsuit?
Article 1798 of the Civil Code gives qualifying leases enforcement value for rent. Separate rules may also support restitution of the premises when a fixed-term lease expires. Parties should coordinate default clauses with Romanian civil procedure and should not assume that a contractual label such as “enforceable” creates enforcement rights by itself. Broader non-payment strategies are covered in the guide to recovering unpaid business claims in Romania.
Select a route to review the clause that should control notice, cost and handover.
Set the handover date, inspection process, reinstatement standard, deposit reconciliation and treatment of any continued occupation.
| Exit event | Document to control | Main financial exposure |
|---|---|---|
| Fixed-term expiry | Expiry notice and handover protocol | Reinstatement, dilapidations and deposit deductions |
| Tenant break | Break notice complying exactly with the clause | Penalty, incentive repayment or remaining liabilities |
| Termination for breach | Default notice and evidence of cure period | Arrears, damages, security draw and enforcement costs |
| Property sale | Buyer assumption and opposability evidence | Deposit transfer and continuity of tenant rights |
| Continued occupation | Written extension or renewal terms | Uncertain rent, duration and exit notice |
Landlord and tenant negotiation checklist
- Verify title, cadastral identity, authority and encumbrances.
- Confirm that the building and the intended activity can obtain the necessary approvals.
- Attach the plan, technical specifications, handover standard and fit-out rules.
- Model rent, indexation, VAT, service charge, utilities and exit costs.
- Allocate structural, routine and statutory repair obligations precisely.
- Align guarantees with actual exposure and release dates.
- Negotiate cure periods, break rights, long-stop dates and restoration obligations.
- Assess tax registration, enforceability and land-book protection.
- Record condition, meters, defects and assets in the handover protocol.
- Retain signed notices, invoices, approvals and service-charge reconciliations.
The bottom line
A commercial lease agreement in Romania is primarily a long-term allocation of business risk. The strongest contract is not necessarily the longest. It is the one that identifies the premises accurately, prices the full occupancy cost, makes the authorisation path workable and provides realistic remedies when delivery, operation or exit does not go as planned.
Before committing to a significant lease, both landlord and tenant should coordinate the legal document with technical due diligence, tax treatment, insurance and the operational timeline. A focused contract review in Romania can identify inconsistencies before the commercial timetable makes them expensive to correct.
Frequently Asked Questions
Must a Romanian commercial lease be notarised?
No, not as a general validity rule for a private commercial property. However, authentic form, tax registration and land-book notation can have different consequences for enforcement and opposability. The right structure depends on the parties, term, property and intended protection.
Can rent be stated in euros but paid in Romanian lei?
Yes, parties often denominate rent in euros and provide payment in lei. The lease should identify the exchange-rate source and date, address bank charges and avoid ambiguity about whether indexation applies before or after currency conversion.
Is VAT charged on commercial rent in Romania?
The lease of immovable property is generally VAT-exempt, subject to important statutory exceptions and the landlord’s option to apply VAT under the prescribed procedure. Ancillary services, bundled supplies, invoicing structures and certain premises may receive distinct treatment. The lease should state whether amounts are net or gross and allocate change-of-law risk.
Who pays for repairs in a Romanian commercial lease?
The Civil Code provides a default allocation, broadly separating the landlord’s obligation to maintain usable premises from routine tenant repairs. Commercial contracts usually refine this substantially. Structure, building systems, internal installations, negligence and statutory upgrades should each be addressed expressly.
Can a tenant terminate a fixed-term commercial lease early?
Only if the contract or applicable law provides a right to do so, or if a sufficiently serious breach justifies termination. Businesses should negotiate express break rights, notice periods, conditions and any repayment of incentives rather than rely on a general expectation of early exit.
Does the lease continue if the property is sold?
It may continue against the buyer when the Civil Code’s opposability requirements are satisfied. The tenant should assess land-book notation, the landlord’s sale obligations and any lender arrangements, particularly for high-value fit-out or a long remaining term.
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