A party refuses the final contract without reason? A court can issue a judgment that takes its place, if you sue within 6 months.
A preliminary contract for a unit not yet built is signed before a notary and entered in the land register.
A buyer who defaults loses the amount. A seller who defaults may have to pay back double.
With a developer: up to 5% of the price, up to 60 days, and a full refund within 30 days if the deal fails through its fault.
Property ID, price, schedule, account, final contract deadline, specification, handover, charges, and who pays what.
The preliminary contract in Romania: the short answer
A preliminary contract (antecontract) in Romania is a mutual commitment to sign a final sale contract later, at a price and on terms already agreed. It does not yet transfer ownership: ownership passes only with a final contract before a notary and registration in your name. Since Law 207/2025, a preliminary contract for a unit a developer sells before it is built must be signed before a notary and entered in the land register.
The document everyone signs too quickly
Most investors I meet read the final contract carefully. The preliminary contract they sign quickly, because it looks like an "in-between step".
That is a mistake. In most deals, the preliminary contract is where the price, the payment schedule, the handover date and the penalties are set. The final contract usually just carries it out. Whatever does not make it into the preliminary contract is very hard to add later.
What the preliminary contract binds you to under the law
Under the Romanian Civil Code, a promise to conclude a contract must contain all the essential terms of the future contract, so that it can actually be carried out.
And what if one side changes its mind? Article 1669 of the Civil Code provides that if one party refuses without justification to sign the final contract, the other may ask the court for a judgment that takes the place of the contract, provided the other validity conditions are met. The claim must be filed within 6 months of the date on which the final contract should have been signed.
In other words, a good preliminary contract is not a "letter of intent". It is a tool you can enforce.
Notary or private signature?
Here is the difference between two types of deal:
| Type of deal | Form of the preliminary contract | Land register entry |
|---|---|---|
| Resale or finished property | Private signature allowed; a notary is recommended | A notation can be entered, and it is recommended |
| Future unit from a developer (off-plan) | Mandatory before a notary, under Law 207/2025 | The notary registers it the same business day or the next |
Why does registration matter so much? A preliminary contract noted in the land register (ANCPI) becomes visible to any third party. Anyone who buys the property after you cannot claim they did not know. Without registration, the contract binds only the parties, and a dishonest seller could in theory sell to someone else.
That is exactly what happened in the Nordis affair, which led to Law 207/2025. We told the full story in our article on what the Nordis law changes.
The deposit (arvună): what happens to the money if the deal falls through
With a preliminary contract you usually pay a first amount. In Romania it is often called an arvună, and its type decides what happens to it if the deal does not go ahead.
Under the Civil Code, with a confirmatory deposit:
- If the deal goes ahead, the amount is credited against the price.
- If the buyer defaults without justification, the seller may terminate the contract and keep the amount.
- If the seller defaults, the buyer may terminate and claim double the amount paid.
The practical rule: state in the contract exactly what kind of payment it is and what happens to it. "Advance", "reservation fee" and "deposit" are not the same thing, and the difference can cost money.
In most deals, the preliminary contract is where the price, the payment schedule, the handover date and the penalties are set.
Off-plan deals with a developer have extra rules. Under Law 207/2025, reservation fees are capped at 5% of the price and a period of up to 60 days, with a full refund within 30 days if the deal falls through because of the developer. Stage advances go to the project's dedicated account: up to 25% at the structure stage, and up to a further 20% at the installations stage.
10 clauses a preliminary contract must contain
A checklist before you sign:
- Full identity of the parties, and if a representative signs, the full power of attorney.
- Identification of the property: land register and cadastral numbers, area and location.
- Price and currency, and whether VAT is included.
- Payment schedule, tied to construction stages, not calendar dates, when buying from a developer.
- The account you pay into, with the bank's name and the account number.
- A deadline for the final contract.
- Specifications and finish level, as a signed annex.
- Handover date and compensation for delay.
- The seller's statement on debts and charges, and what happens if any appear.
- Who pays what: notary fees, registration fees and taxes.
The debt and charge check itself should be done before you sign, as we set out in our due diligence guide.
From the field: the kitchen promised over coffee
Attorney Ilan Leibovitch recalls:
A client, a shrewd businessman in his own field, decided to invest in an apartment in Romania. He met a charismatic marketer, and over a cup of coffee on the day of signing he was promised, verbally, a “luxury kitchen” and an “advanced air-conditioning system”. He saw no reason to pay a lawyer, and he signed.
A few months later, at handover, the kitchen turned out to be basic and the air conditioning standard. The marketer had disappeared. The client came to me with a contract that contained none of the promises: no detailed technical specification, no delivery date with penalties, no cancellation terms. He had no legal ground to demand what he had been promised. And when he asked to cancel the deal, he found in the small print that cancelling meant a significant financial loss.
Everything said in the meeting has to find its place in one of the clauses above: the specification, the delivery date, the penalties and the cancellation terms. What is not written in the contract does not exist.
From the preliminary contract to the final contract
The full process looks like this:
- Preliminary contract and first payment.
- Payments on the schedule set in the contract.
- Final contract before a notary. Under the Civil Code, a contract transferring a right in real estate must be in authentic form, that is, before a Romanian notary public.
- Registration in your name in the land register.
Notarial signing in Romania cannot be done remotely. If you cannot attend, you can give a power of attorney to a representative. We cover the notary's role along the way in our guide to notaries in Romania.
In our project in Balotești, the preliminary contract is signed before a notary, and the annexes include the full specification, such as PORTA doors, Barlinek parquet and REHAU windows, so what is written is what is handed over.
Frequently asked questions
Does the preliminary contract transfer ownership to me?
No. It binds the parties to sign a final contract. Ownership passes only with the final contract before a notary and registration in your name in the land register.
Does the preliminary contract have to be signed before a notary?
When buying a unit that has not been built yet from a developer, yes: Law 207/2025 requires a notary. For a resale property a private signature is allowed, but a notarial contract can be noted in the land register, so it is recommended.
What if the seller refuses to sign the final contract?
Under Article 1669 of the Civil Code, you can ask the court for a judgment that takes the place of the contract, within 6 months of the date it should have been signed. If you paid a confirmatory deposit, you can instead terminate and claim double.
How much can a developer charge as a reservation fee?
Under Law 207/2025, up to 5% of the price, for a period of up to 60 days. Exceeding the cap makes the reservation agreement absolutely void.
Can I sign the preliminary contract from abroad?
Not remotely. You can give a power of attorney to a representative who signs on your behalf before the notary in Romania, or plan the signing around a visit.
The bottom line
The preliminary contract is not a form. It is the document that decides how much you pay, when you get the keys, and what happens if something goes wrong. Read it the way you read the final contract, and have your own lawyer review it before you sign.
If you have a draft preliminary contract in hand, from us or from any other developer, book a 30-minute call with me. We will go through the ten clauses together.
Moti Azulay, Compass Group Romania
Sources and data: Romanian legislation portal: Civil Code (Articles 1544, 1669), Law 207/2025 · National Agency for Cadastre and Land Registration (ANCPI) · National Union of Notaries Public of Romania · Monitorul Oficial.
This article is for general information only and is not legal, tax or financial advice. The description of the Civil Code and Law 207/2025 is a general summary; the binding text is the one published in Monitorul Oficial. Before signing, consult an independent local lawyer.
Now you know more.
This article is general information, not legal, tax or financial advice. Consult local professionals before any transaction.
