In brief
A preliminary contract (antecontract) in Romania is a mutual undertaking to sign a final sale contract later, on terms already agreed. It does not transfer ownership, but it can be enforced in court. When buying from a developer a unit that has not yet been built, it must be signed before a notary and registered in the land book, under the rules of Law 207/2025 that were moved into the Planning and Construction Code.
Key takeaways
- 1The preliminary contract does not transfer ownership. Ownership passes under a final contract before a notary and upon registration in the land book.
- 2Where a party refuses without justification to sign the final contract, the court can give a judgment that takes the place of the contract, in a claim filed within 6 months (Article 1669 of the Civil Code).
- 3For a future unit from a developer, the preliminary contract must be signed before a notary and registered in the land book.
- 4With confirmatory earnest money (arvună): a buyer in breach loses the sum, and a seller in breach may have to pay double.
- 5With a developer, reservation fees are limited to 5% of the price and to 60 days, with a full refund within 30 days if the transaction fails through the developer's sole fault.
Many buyers read the final sale contract carefully and sign the preliminary contract quickly, because it looks like an interim stage. In practice it is usually the opposite. The preliminary contract sets the price, the payment schedule, the handover date and the sanctions. The final contract only implements it, and what did not go into the preliminary contract is very difficult to add later.
What is a preliminary contract in Romania, and does it transfer ownership?
A preliminary contract (antecontract) is a mutual undertaking by the buyer and the seller to sign a final sale contract in the future, at the price and on the terms already agreed. It does not transfer ownership. Ownership passes only under the final contract, signed before a notary, and upon your registration as owner in the land book.
Under the Romanian Civil Code, a promise to conclude a contract must include all the essential terms of the future contract, so that it can be performed. A preliminary contract lacking such terms has difficulty withstanding scrutiny when something goes wrong.
Where a party refuses without justification to sign the final contract, the court can give a judgment that takes the place of the contract, in a claim filed within 6 months (Article 1669 of the Civil Code).
Can a preliminary contract be enforced if the other party changes its mind?
Yes. A good preliminary contract is not a letter of intent. Under Article 1669 of the Civil Code, if a party refuses without justification to sign the final contract, the other party may ask the court for a judgment that takes the place of the contract, provided that the other conditions of validity are met. The claim is filed within 6 months from the date on which the final contract should have been signed.
Six months is a relatively short window. If the date for the final contract has passed and the other party is dragging its feet, contact a Romanian lawyer early, not after the window has almost closed.
When must a preliminary contract in Romania be signed before a notary?
It depends on the type of transaction. Since Law 207/2025, known as the "Nordis law", whose rules appear from 25 August 2026 in Article 422(6) to (11) of the Planning and Construction Code (Law 169/2026), there is a clear distinction:
| Type of transaction | Form of the preliminary contract | Registration in the land book |
|---|---|---|
| Second-hand apartment or completed property | Permitted by private signature, and recommended before a notary | A notation may be registered, and it is recommended to do so |
| Future unit from a developer (off-plan) | Mandatory before a notary | The notary files the registration on the same day or on the next business day |
Registration is the key point. A preliminary contract registered as a notation in the land book, maintained by ANCPI, is visible to every third party, and anyone who buys the property after you will not be able to claim that they did not know. Without registration the contract binds only the parties, and a dishonest seller could, at least in theory, sell the same property to someone else. This is exactly the scenario that led to the enactment of Law 207/2025 after the Nordis affair.
What happens to the earnest money (arvună) if the transaction falls through?
Under a preliminary contract a first sum is usually paid, which in Romania is mostly called arvună (earnest money). The type of payment determines what will happen to it if the transaction is not completed. Under the Civil Code, with "confirmatory" earnest money:
| What happened | What happens to the sum |
|---|---|
| The transaction was completed | The sum is set off against the price |
| The buyer breached without justification | The seller may terminate the contract and keep the sum |
| The seller breached | The buyer may terminate and demand double the sum paid |
The terms "advance payment", "reservation fee" and "earnest money" are not identical, and the difference between them can cost money. State expressly in the contract what type of payment it is and how it is treated.
When buying off-plan from a developer, additional rules apply:
- Reservation fees are limited to 5% of the price and to a period of up to 60 days. Exceeding the ceiling renders the reservation agreement absolutely null.
- If the transaction fails through the developer's sole fault, the developer refunds the entire sum within 30 days.
- Advance payments are deposited in a dedicated project account. From the account the developer may spend up to 25% of the price on the structure, and after its completion up to 20% on the systems, and each expenditure is approved with the stamp of the site supervisor.
Which clauses must appear in a preliminary contract?
Before signing, make sure that each of these matters appears in the contract, in writing:
- Full identification details of the parties, and the full power of attorney if an attorney-in-fact signs.
- Identification of the property: land book registration number, cadastral number, area and location.
- Price and currency, and whether VAT is included.
- Payment schedule. When buying from a developer, linked to construction stages and not to dates.
- The account into which payment is made, with the bank's name and the account number.
- Deadline for signing the final contract.
- Specification and finish level, as a signed annex.
- Handover date and compensation for delay.
- The seller's declaration on debts and charges, and what happens if any are discovered.
- Allocation of costs: notary's fees, registration fees and taxes.
The check of debts and charges itself is done before signing, not after. We set it out in the due diligence guide.
Why is an oral promise worth nothing?
A common scenario: at the meeting before signing, the buyer is orally promised a high-end kitchen, an advanced air conditioning system or a specific handover date. The contract itself does not include a detailed technical specification, does not set a sanction for delay and does not define termination conditions. At handover it turns out that the kitchen is basic, and the buyer has no grounds to demand what was promised. And if they try to terminate, they may discover in the small print that termination involves a financial loss.
The conclusion is simple: everything said at the meeting must find a place in one of the clauses above, in the specification, the handover date, the sanctions or the termination conditions. What is not written in the contract does not exist.
How do you move from the preliminary contract to registration in your name?
- Signing the preliminary contract and making a first payment.
- Payments according to the schedule set in the contract.
- Signing a final contract. Under the Civil Code, a contract that transfers a right in immovable property must be signed in authentic form, that is, before a Romanian public notary.
- Registration of ownership in your name in the land book.
Notarial signing in Romania is not done remotely. Anyone who cannot attend gives a power of attorney to a representative who will sign on their behalf before the notary, or coordinates the signing with a visit.
Before signing: how we check a preliminary contract
We read a preliminary contract with the same seriousness as a final contract: we compare the annexes with what was presented to the buyer, and check the earnest money mechanism, the link between the payment schedule and the construction stages, and the termination conditions. The signing itself, the authentication and the registration are carried out by a Romanian notary, and the buyer should be supported by an independent, locally licensed lawyer.
This article is general information, current as of October 2026, and is not legal advice for any specific case. The description of the Civil Code and of Law 207/2025 is a general summary, and the binding text is the one published in the Monitorul Oficial. Before signing, it is advisable to consult an independent local lawyer.
Frequently asked questions
Does a preliminary contract in Romania transfer ownership of the property to me?
No. It obliges the parties to sign a final contract. Ownership passes only under the final contract before a notary and upon registration in your name in the land book.
Must a preliminary contract be signed before a notary?
When buying from a developer a unit that has not yet been built, yes, under Law 207/2025. For a second-hand property signing by private signature is permitted, but a notarial contract allows a notation to be registered in the land book, and is therefore recommended.
What can be done 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 from the date on which it should have been signed. If confirmatory earnest money was paid, you may alternatively terminate and demand double.
How much may a developer charge as a reservation fee?
Under Law 207/2025, up to 5% of the price and for a period of up to 60 days. Exceeding the ceiling renders the reservation agreement absolutely null.
Can I sign the preliminary contract from Israel?
Not remotely. You can give a power of attorney to a representative who will sign on your behalf before the notary in Romania, or coordinate the signing with a visit.
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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.