History in respect to real estate property, in particular land, in Romania has gone through severe changes: private ownership before 1950, nationalization/expropriation (as well as other restrictions) during the communist regime, and restitution of titles after 1990.

The cadastral and real estate records have also gone through significant changes, as well as the survey systems. All these significant changes in the regulations regarding real estate ownership, records, surveys, lead to the necessity of following a thorough and complex process for checking validity of titles and for assessing the risks of titles’ being challenged at some stage.

On the other hand, the development, after 1990, of the legislation in respect to ownership over real estate properties, real estate ownership and charges records, tenants’ legal regime, leasing, rental, concession, as well as of the legislation in respect to contracts in general and real estate related tax regulations, the constraints for foreigners, natural persons, in obtaining ownership over land, have lead to a need of a more specialized legal assistance in relation to a real estate transaction of any kind.

Civil or industrial constructions involve a complex process of activities/operations, strictly regulated by a variety of legal provisions, technical norms and standards, as well as administrative procedures. Also,the Romanian system for permitting industrial or civil projects requires dealing with a large number of agencies at local, regional or even national levels of government.

It is also noteworthy that, during the past 15 years, the Romanian legislation in respect to constructions and permitting has gone through significant several changes, including with a view of its harmonization with EU regulations. In what permitting is concerned, most changes have occurred (mainly in the past 2-3 years) in respect to environmental permitting, in order to bring it in line with EU regulations.

DRAGOMAN & Associates has developed a strong specialization in the field of Real Estate & Construction. Our attorneys have been involved in various real estate transactions and construction projects, in the real estate development industry and not only (i.e. resettlement & relocation and real estate property acquisitions in the mining and oil & gas industries).

Our involvement in such assignments or projects has covered all areas and components of an acquisition/sale process:

- legal due diligence on real estate properties’ titles;

- actions/procedures for clarification/legal update of real estate properties’ titles;

- acquisition planning (drawing out and implementation of acquisition structure);

- actions/procedures for clarification/legal update of real estate properties’ titles;

- acquisition planning (drawing out and implementation of acquisition structure);

- drafting and negotiation of contracts for acquisition/sale of real estate properties, as well as contracts for lease and other usage rights over real estate properties, option agreements, etc.;

- actions/procedures for clarification/legal update of real estate properties’ titles;

- acquisition planning (drawing out and implementation of acquisition structure);

- drafting and negotiation of contracts for acquisition/sale of real estate properties, as well as contracts for lease and other usage rights over real estate properties, option agreements, etc.;

- carrying out procedures and drafting required documentation for participation in public or private tenders for concession of real estate properties from government or local authorities;

- project management (coordination of technical experts, surveyors, legal counsels and attorneys for carrying out all required steps to provide the projects’ beneficiary a real estate property with a clear and marketable title and fit, from a technical and urbanism point of view, to be developed).

During the development stage, our involvement has also been extensive, including:

- drafting of various types of contracts (i.e. with constructors, architects, technical experts, environments experts, engineers), including MF/2 and FIDIC based contract documentation;

- legal advise and assistance in relation to legal regulations and requirements regarding urbanism/town zoning, engineering, design, permitting (i.e. urbanism certificates, utilities approvals, endorsements of various central and local ministries and agencies, declassification of farming and forestry land, construction permits), certification legal requirements for technical experts, tax implications, as well as drafting/reviewing related legal documentation, contracts and agreements (including with technical experts, urbanism, engineering and design consultants);

- advise and drafting required legal documentation in respect to permitting (i.e. zoning, construction/demolition, environment permits, de forestry and land re classification permits, archaeological discharge, and various types of endorsements), representation in front of relevant authorities;

- legal advise and drafting relevant documentation in respect to easement rights, good vicinity agreements, co operation agreements, compensation agreements.

For a more specific presentation of our experience in this area, please find below a track record of projects/assignments (without a disclosure of projects’ beneficiaries):

Acquisitions of gas stations (all over the country)

We have acted for one of the world’s leaders in the oil industry, in the acquisition of various gas stations (asset deals) in Romania, following certain agreed upon procedures including: legal due diligence on the title of land and constructions, permitting; drafting acquisition agreements, legal advise on transfer of permits or obtaining of new ones when required.

Acquisition of land for office, hotel, commercial centre development (Constanta, near the Black Sea)

We have acted for a UK developer in the acquisition of land for the development of office, hotel and commercial centre in Constanta. This assignment included: legal due diligence on the title over land, drafting
and negotiation of sale-purchase pre
contract and final agreement, legal advise on acquisition structure (from a corporate and tax point of view).

Resettlement & relocation project (Transylvania)

We have acted for Canadian mining company in a resettlement & relocation project, involving about 3,000 properties owned by natural persons and about 500 properties owned by various legal persons (including local authorities, state owned companies, churches, etc.). Our assignment was to design and manage the process of legal clarification and update of titles, as well as titles’ acquisition. We have liaised and coordinated in house lawyers, external lawyers, technical experts, surveyors, negotiators, public notaries. During this assignment we have structured acquisition and concession procedures, drafted sale-purchase pre contracts and final agreements, concession agreements, agreements for exchange of properties, as well as various documentation related to the acquisition processes. We have advised on a complex permitting process, including urbanism, construction, forestry, farming and archaeological discharges, environment, etc. We have drafted various types of agreements: i.e. engineering, technical expertise, archaeological consultancy, etc.

Investment structure for UK real estate fund

We have acted for UK fund in planning its investment structure for Romania. This assignment has included (domestic and international) taxation and corporate advise, legal advise on real estate and construction legislation in Romania, legal advise regarding repatriation of profits, loans, collaterals, management structures, legal and tax implications of various exit routes, incorporation of investment vehicles in Romania, drafting documentation related to investment vehicles (i.e. by-laws, Board and shareholders resolutions, etc.).

Joint Venture of UK fund with Romanian partner

We have acted for UK fund in planning and setting up a joint venture with a Romanian partner, for the purpose of developing residential and office properties. Our assignment included drafting joint venture agreement, assistance during negotiations, legal advise regarding tax implications, incorporation of JV vehicle.

Planning of real estate development

We have acted for Austrian developer in planning its Romanian investment structure. We have provided legal advise, regarding real estate acquisition and construction, corporate and (domestic and international) taxation matters, repatriation of profits, management charges.

Due diligence on real estate property - land and industrial structures and infrastructure – (Bucharest)

We have acted on the “buy side”, conducting due diligence on a real estate property including land (approx. 20 ha),
industrial constructions and infrastructure, with a view of acquisition and development of an office and commercial centre. We have also drafted acquisition offer.

Acquisition of land and structure (Bucharest)

We have acted for a UK developer for the acquisition of a land plot with a structure on it, with a view of demolishing and developing an office building. We have
conducted legal due diligence regarding titles and existing lease agreements, reviewed termination procedures in respect to existing lease agreements, tenants’ protection regulations. We have drafted sale-purchase pre contract and final agreement and assisted in negotiation of the agreements mentioned.

Acquisition of office buildings (Bucharest)

We have acted for UK fund conducting legal due diligence on office buildings to be acquired. We have drafted legal documentation for asset deal and equity deal acquisitions, and assisted in negotiation of the acquisition agreements.