In brief
Before handover, a buyer from a developer in Romania holds rights under a preliminary contract, not a registered home. The buyer can transfer their position in the contract to another person by an assignment of contract under articles 1315 to 1320 of the Romanian Civil Code, but only with the developer's consent and in the same form in which the original contract was signed. The tax treatment of an assignment is not expressly regulated, so a written tax opinion is needed in Romania and in Israel.
Key takeaways
- 1Before handover you are not selling a home; you are transferring your position in the preliminary contract (cesiunea contractului).
- 2Article 1315 of the Civil Code requires the consent of the other party, that is, the developer. Consent can be given in advance in the contract or separately for each case.
- 3The assignment is made in the same form that the law requires for the original contract, and if the contract was annotated in the land book, the registration rules also apply.
- 4If the developer declared that it does not release you, it can turn to you when the new buyer does not pay (article 1318).
- 5The 3% or 1% transfer tax (article 111 of the Fiscal Code) is worded for a transfer of ownership. The taxation of the assignment itself is a question of interpretation that must be settled with a tax adviser.
Many buyers who purchase from a developer in Romania at an early stage of construction ask what will happen if their plans change: a move, a need for liquidity, or simply an opportunity to sell at a profit before the home is ready. The answer begins with a simple understanding: until the final contract you do not have a registered property, you have a contract.
In this guide we explain how transferring the contract to another buyer works, why the decision lies with the developer, what remains your responsibility after the transfer, and which tax questions are open. It is worth reading before you sign the preliminary contract, because that is where the exit is determined.
What do you actually hold before handover?
A contractual right only. A person who undertakes to buy a unit still under construction usually signs an antecontract, which in the language of the law is an undertaking by both parties, one to sell and the other to buy (promisiune bilaterală de vânzare-cumpărare). The contract that transfers ownership is signed before a notary only when construction is completed, and only after it does the unit pass into your name in the land book.
| Civil Code article | What it says | Why it matters to you |
|---|---|---|
| 1279 | An undertaking to conclude a contract must set out all the terms without which the final contract could not be performed | An incomplete preliminary contract may be weak |
| 1669 | Where a party unlawfully refuses to sign the final contract, the other party may seek a court judgment that takes its place | You have an enforcement tool against a developer who evades |
| 1670 | Unless otherwise agreed, a payment made under the undertaking is deemed an advance on account of the price | The payments are credited to the price |
Two questions about your contract will decide almost every later step. First, whether it is notarised. Article 1244 requires notarial form only where the contract transfers a real right that is registered in the land book, and an undertaking to buy is not such a contract, so the requirement does not apply to it by itself. Nevertheless, many developers sign the preliminary contract before a notary. Second, whether an annotation was registered (notare) in the land book. Article 902(2) permits such an annotation to be registered, and article 906 requires for that purpose that the developer be the registered owner and that the contract set a date for the final signing. Thanks to the annotation, your right also stands against third parties.
Article 1315 of the Civil Code requires the consent of the other party, that is, the developer. Consent can be given in advance in the contract or separately for each case.
Can the contract be transferred to another buyer without the developer's consent?
No. The assignment, cesiunea contractului, is governed by articles 1315 to 1320, and article 1315 permits a party to be replaced in a contract that has not yet been fully performed only if the other contracting party gives its consent. While the home has not yet been handed over, the other party is the developer, and the key is in its hands.
| Type of consent | How it works |
|---|---|
| In advance, in the body of the contract | Article 1317(1) permits this. The transfer binds the developer from the moment it received notice of it, or from the moment it approved it |
| After the fact, when a buyer appears | If the contract says nothing, the developer must be approached at that stage, and it may refuse or set conditions |
It follows that the assignment clause deserves attention as early as the day of purchase, even if a sale is not planned. Developers tend to narrow it in various ways: a transfer fee, a requirement for a minimum percentage paid, a price floor for the new buyer, or a block until a certain stage of construction. There is no uniform wording, so the specific clause must be reviewed by a lawyer who works for you.
In what form is the assignment signed, and is a notary needed?
The form derives from the original contract: whatever the law required for it is also required for its transfer (article 1316). If an annotation was registered in the land book, the registration rules are added as well (article 1317(3)), so the land book must also be updated.
The details are settled with the notary who will handle the transaction. Authentication and updating the registration are acts under Romanian law, so they are carried out by a public notary and a lawyer authorised to practise in Romania. A person who does not attend can sign in Israel a notarial power of attorney with an apostille, after the notary has approved its wording. Also allow for a check of the source of the buyer's funds by the notary and the bank.
What passes to the new buyer, and what remains your responsibility?
The buyer steps into your position in the contract in full. The buyer receives the right to the home on the agreed terms and the credit for what has been paid, and takes on the balance of the price, the deadlines and the other obligations. Article 1319 allows the developer to raise against the buyer any defence arising from the contract.
| Subject | The rule |
|---|---|
| Release (article 1318) | You leave the picture as soon as the transfer binds the developer |
| Where the developer did not release you | If it declared that it does not release you, it can claim against you when the new buyer does not pay, provided it notified you within 15 days |
| Liability for validity (article 1320) | You answer for the validity of the contract you transferred |
A bank guarantee on advance payments, parking, a storage unit or an agreed finishing specification pass to the buyer only according to the terms that apply to them. Ask for a written list of every component that passes, and attach it to the assignment document.
Assignment now or sale after handover: what is the difference?
Another option is to wait: take the home, sign the final contract, register as owner and then sell. This route involves two transfers and two sets of costs, but the developer does not need to approve it.
| Subject | Assignment before handover | Sale after handover |
|---|---|---|
| What passes | Your position in the preliminary contract | A home registered in your name |
| Developer's consent | Required (article 1315) | Not required |
| Form | As the original contract (article 1316) | Notarised sale contract (article 1244) |
| Notary and registration | One assignment, and an update of the registration if there is an annotation | Two signings: your final contract and the sale contract |
| Transfer tax (article 111) | Worded for a transfer of ownership, to be checked with a tax adviser | 3% up to 3 years of ownership, 1% thereafter |
| Developer fees | Possible under the contract | None |
| Timing | Depends on the developer's response | Only after handover and registration |
| The main risk | Refusal, conditions, liability that remains with you | Holding costs until the sale and two rounds of costs |
How is an assignment of contract taxed in Romania and in Israel?
The law does not give a complete answer, so a written opinion from a tax adviser is a practical necessity before signing. This is how the picture looks according to the wording of the Romanian Fiscal Code (Law 227/2015):
| Tax | What the Code says | What is unclear |
|---|---|---|
| Tax on the transfer of real estate | Article 111 applies to the transfer of ownership of buildings and land and to rights derived from it: 3% of the value up to three years of ownership, 1% beyond that | The preliminary contract does not transfer ownership, so the article was not written for an assignment. If you register as owner and then sell, it will apply |
| Income tax on the difference | Article 114 defines income from other sources, and article 116 imposes 10% on it when it is reported in the annual return | Whether a profit from an assignment falls there, in another category, or is treated as a business when it recurs |
| VAT | The sale of a new building by a developer is subject to VAT: the exemption in article 292(2)(f) does not apply to a new building, and the rate under article 291 is 21% | What happens to the invoices issued in your name. And article 269(3) leaves it to regulations to determine when a private individual selling real estate is treated as a taxable person |
On the Israeli side, the obligation to report the assignment and its consequences are a matter for separate clarification with a tax adviser in Israel.
Which questions should you ask the developer on the day of signing?
Most of the exit plan can be built even before the first payment. These are the subjects on which it is worth getting a written answer:
| Subject | What to clarify |
|---|---|
| Permission to transfer | Consent already in the contract, or separate approval each time |
| Cost | The amount of the transfer fee and who pays it |
| Restrictions | Percentage paid, construction stage, minimum price, advertising the sale |
| Timetable | Within how many days the developer responds, and which documents it will require |
| Release | Whether you will leave free of obligations under article 1318 |
| Ancillary components | Guarantees, parking, storage unit, finishing specification |
| Form and registration | Notarial signing and an annotation in the land book |
| VAT | What happens to the invoices issued for the advance payments |
You have decided to assign: in what order do you act?
- Have your own lawyer, who does not work for the developer, analyse the relevant clause.
- First a written approval from the developer, and only then a price negotiation with the buyer.
- Ask the developer for a statement of account: what has been paid to date, what the balance is and on what dates it is due.
- Commission a written tax opinion in both countries.
- Settle with the notary the form in which the assignment will be signed, and how the land book will be updated where there is an annotation.
- At the signing, attach the developer's approval and the list of what passes to the buyer.
- Keep all the paperwork in one place: the contract, the assignment, the approval, receipts and the tax documents.
Before signing: how we support this stage
When we review a preliminary contract for a buyer, we read the assignment clause as part of the exit plan, not as a footnote, and ask for it to be drafted so that the conditions are known in advance. When a buyer decides to assign, we coordinate the assignment documents, the developer's consent and the work with the notary and the local lawyer, and refer the buyer for a tax opinion in both countries.
What is stated here is general information, current as of October 2026, and is not legal or tax advice for a specific case. The terms of the assignment depend on your contract, and the tax rules change. Before any step it is advisable to obtain individual advice from a lawyer and a tax adviser.
Frequently asked questions
Can an apartment or villa in Romania be sold before handover?
Not the home itself, because it is not yet registered in your name. What can be transferred is your position in the preliminary contract, by an assignment of contract. Under article 1315 of the Civil Code, this requires the developer's consent.
Can the developer refuse the assignment?
Yes. If the contract does not include consent in advance, the developer may refuse or make its consent conditional, for example on an assignment fee or a minimum construction stage. It is therefore worth negotiating the assignment clause before signing.
Is 3% transfer tax paid on an assignment?
Article 111 of the Fiscal Code applies to a transfer of ownership, and a preliminary contract does not transfer ownership. The taxation of the assignment itself, including income tax on the profit, is a question of interpretation, so an opinion from a Romanian tax adviser is needed.
After the assignment, am I still liable to the developer?
As a rule you are released from the moment the assignment is effective against the developer (article 1318). If the developer declared that it does not release you, it can turn to you when the new buyer does not pay, and it must notify you of this within 15 days.
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The information in this guide is general in nature and does not constitute legal or tax advice on any specific transaction. Every transaction is assessed on its own facts.