Under Romania's Civil Code, a party can put a third person in its place in a contract only if the other party consents. Before handover, that party is the developer.
The assignment must take the form the law requires for the contract being assigned. If the promise was noted in the land book, the land book rules also apply (Art. 1317(3)).
Article 111 of the Fiscal Code taxes transfers of ownership at 3% up to 3 years of holding and 1% after. How an assignment before handover is taxed should be confirmed with a tax adviser.
Assigning a preliminary contract in Romania: the short answer
When you buy off-plan in Romania, you usually sign a preliminary contract with the developer: an antecontract, legally a bilateral promise of sale (promisiune bilaterală de vânzare-cumpărare). Until the final notarial contract is signed after construction, you hold rights under that contract, not a registered home.
You can pass that position to someone else by assigning the contract (cesiunea contractului), under Articles 1315 to 1320 of the Civil Code. The key condition is in Article 1315: the other party, the developer, must consent. The assignment takes the form the law requires for the original contract (Article 1316), and if the promise was noted in the land book, the land book rules also apply (Article 1317(3)).
In plain words: before handover you are not selling a house. You are handing over your place in a contract, and the developer has to agree.
Our article on selling a villa in Romania later covers the sale of a registered home after handover. This one covers the stage before it.
What you actually hold before handover
Under Article 1279 of the Civil Code, a promise to contract must contain every clause needed to carry out the final contract. Under Article 1669, if one side refuses without justification to sign the final contract, the other can ask a court for a judgment that takes its place. Under Article 1670, unless agreed otherwise, the money paid under the promise is an advance on the price.
Two practical points follow:
- Notarised or not. Article 1244 requires a notarial deed for contracts that transfer real rights to be registered in the land book. A promise does not transfer ownership, so that rule does not cover it automatically. Many off-plan contracts are still signed before a notary. Check which form yours has, because it decides the form of the assignment.
- Noted in the land book or not. Article 902(2) lists the antecontract among the facts that can be noted (notare). Article 906 allows it when the developer is the registered owner and the contract sets a deadline for the final contract. Noting makes your right enforceable against third parties.
If you have not signed yet, see our guide to the preliminary contract in Romania.
The developer's consent: the heart of the deal
Article 1315 is strict: a party can put a third person in its place only if the contract has not been fully performed and the other party consents. Before handover, everything turns on that consent.
- In advance, in the contract. Article 1317(1) allows advance consent. The assignment then takes effect towards the developer when it is notified, or when the developer accepts it.
- Case by case. If the contract is silent, you need the developer's agreement once you find a buyer. It may refuse, or set conditions.
That is why the assignment clause matters most for this exit. Developers often limit it: a fee, a minimum amount already paid, a minimum price, or no assignment before a certain stage. We do not describe here what any specific contract says, including ours. Read your clause with your own lawyer.
What passes to the new buyer
The new buyer (the cesionar) steps into your whole position:
- Rights: receiving the home on the agreed terms, with the instalments already paid counted towards the price.
- Obligations: the remaining instalments, deadlines and other duties you accepted.
- Defences: under Article 1319, the developer can raise against the new buyer all defences arising from the contract.
- Your release: under Article 1318, you are released once the assignment takes effect towards the developer. If the developer declared that it does not release you, it can turn to you if the new buyer defaults, after notifying you within 15 days.
- Your guarantee: under Article 1320, you guarantee that the contract is valid.
Bank guarantees for advances, parking, storage or an agreed finishes list move only according to their own terms. Ask for a written list of everything that passes.
Before handover you are not selling a house. You are handing over your place in a contract, and the developer has to agree.
Assignment or buy and resell: two different routes
The alternative is to wait for handover, sign the final contract, register the home, and then sell it. That means two transfers and two rounds of costs.
| Assignment before handover | Resale after handover | |
|---|---|---|
| What you sell | Your position in the preliminary contract | A home registered in your name |
| Developer consent | Required (Art. 1315) | Not required |
| Form | Same as the original contract (Art. 1316) | Notarial sale contract (Art. 1244) |
| Notary and land book | One assignment; land book update if the promise was noted | Your final contract, then the sale contract, each with its own fees |
| Transfer tax, Art. 111 | Worded for transfers of ownership; check with a tax adviser | 3% if held up to 3 years, 1% after |
| Developer fee | Possible, set by the contract | None |
| Timing | Depends on the developer's answer | Only after handover and registration |
| Main risks | Refusal, conditions, staying liable | Holding costs until sale, two sets of fees |
How the tax works, as far as the law says
Each conclusion here should be confirmed with a tax adviser for your own case.
Transfer tax. Article 111 of the Fiscal Code taxes the transfer of ownership and its dismemberments over buildings and land: 3% of the transaction value if held up to 3 years, 1% after that. A preliminary contract does not transfer ownership, so on the wording, Article 111 is not built for an assignment. It does apply if you take the home into your name and then sell it. See our guide to tax on selling property in Romania.
Income tax on the assignment. If the new buyer pays you more than you paid the developer, the question is how that amount is taxed. Article 114 has a residual category, income from other sources, and Article 116 sets 10% for income in it declared in the annual return. Whether an assignment falls there, elsewhere, or counts as an independent activity if repeated, is a matter of interpretation. Get a written answer before you sign.
VAT. A developer's sale of a new building carries VAT: Article 292(2)(f) does not exempt new buildings, and Article 291 sets the standard rate at 21%. Ask the developer how invoices already issued in your name are handled after the assignment. Article 269(3) leaves it to the methodological norms to define when individuals selling real estate become VAT taxable persons, which matters if you do this more than once. More in our guide to VAT on new homes.
Your home country. A foreign resident may also need to report the assignment at home. Check with a local tax adviser.
Questions to ask before you sign
- Does the contract allow assignment, with advance consent or only case by case?
- Is there an assignment fee, and who pays it?
- Are there restrictions: amount paid, construction stage, minimum price, advertising?
- How long does the developer have to answer, and which documents will it ask for?
- Will I be released under Article 1318?
- What happens to guarantees, parking, storage and the finishes list?
- Will the contract be notarised and noted in the land book?
- How are VAT invoices for advances handled after an assignment?
Checklist: if you decide to assign
- Read the assignment clause with an independent lawyer who acts for you, not for the developer.
- Get the developer's written consent before agreeing a price with the buyer.
- Ask the developer for a payment statement: what was paid, what remains, and when.
- Get a written tax opinion in Romania and in your country of residence.
- Agree the form with the notary, and the land book update if the promise was noted.
- Expect source-of-funds checks on the buyer's money by the notary and the bank.
- Sign the assignment with the developer's acceptance attached, listing everything that passes.
- Keep the file: contract, assignment, consent, payment proofs, tax documents.
Not flying in? A notarial power of attorney with an apostille can cover the assignment, if the notary accepts its wording. See our guide to choosing a lawyer in Romania.
Frequently asked questions
Can I sell my off-plan home in Romania before handover?
You sell your position in the preliminary contract, not the home itself. Under Article 1315 of the Civil Code this requires the developer's consent. Check the assignment clause before you sign.
Does the developer have to agree?
Yes. The law requires the other party's consent. It can be given in advance in the contract or later, case by case, with conditions.
Do I pay the 3% transfer tax on an assignment?
Article 111 applies to transfers of ownership, and a preliminary contract does not transfer ownership. How the assignment itself is taxed is a question of interpretation, so confirm it with a Romanian tax adviser.
Does the assignment need a notary?
Under Article 1316, it takes the form the law requires for the original contract. If the promise was noted in the land book, the land book rules also apply. Ask the notary.
Am I still liable after I assign?
You are released once the assignment takes effect towards the developer, unless it declared that it does not release you (Article 1318). Then it can claim from you if the new buyer does not pay.
The bottom line
Before handover, your exit is a contract question. One clause, written on the day you buy, decides it: whether the contract can be assigned, at what cost and on what terms.
If you are considering an off-plan purchase in Romania, with us or anywhere else, book a 30-minute call with me. We will go through the exit route together, and you should check the contract itself with your own lawyer.
Moti Azulay, Compass Group Romania
Sources: Romanian Civil Code, consolidated form (legislatie.just.ro), Art. 902, 906, 1244, 1279, 1315 to 1320, 1669, 1670 · Romanian Fiscal Code, Law 227/2015, consolidated form (legislatie.just.ro), Art. 111, 114, 116, 269, 291, 292 · National Agency for Fiscal Administration (ANAF)
This article is for general information only and is not legal, tax or financial advice. The rules are correct as of 22 October 2026. The terms of any assignment depend on your own contract; check it with an independent lawyer and a tax adviser before you sign.
Now you know more.
This article is general information, not legal, tax or financial advice. Consult local professionals before any transaction.
