03.12.2025

The Pitfalls of the Nordis Law

The legislative project known as the "Nordis Law" marks one of the most substantial regulatory interventions in the field of future real estate sales in recent years, with the stated aim of increasing buyer protection and strengthening the security of civil transactions in the real estate development sector.

The proposed changes target not only the contractual relationship between the developer and the beneficiary, but also the technical mechanisms of cadastral registration and real estate advertising, reflecting a systemic approach to the issue.

I.                   Pre-sale

According to the proposed amendments to Article 26 of Law No. 7/1996, the concept of "pre-apartmenting" is introduced, which is done on the basis of an authentic pre-apartmenting document, drawn up in accordance with the cadastral pre-apartmenting documentation, on the basis of which the land register of the future construction and individual land registers for all individual future properties provided for in the building permit are opened. If, prior to the completion of the apartment division, the number of individual units included in the initial building permit and related documentation changes, a new authentic pre-apartment division deed must be drawn up in accordance with new cadastral pre-apartment division documentation.

Apartment division is the operation of dividing a building - condominium into several individual units.

Therefore, pre-apartmenting can be defined as the operation of virtually dividing a future building - condominium into several individual units.

Currently, the promise to sell future goods can only be recorded in the land registry, and according to Article 186(3) of the Regulation on reception and registration in the cadastral and land registry records, dated 8.2.2023, approved by Order No. 600/2023, the registration of preliminary contracts concerning the promise to transfer the ownership right over an individual unit in a condominium - future property - shall only be recorded in the land registry of the corresponding individual unit, in accordance with the provisions of the apartment deed.

In the future, to the extent that the amendments proposed in Article 26 of Law No. 7/1996 come into force, promises of sale will be recorded both in the land registry and in the virtual land registry of the future property. The legislative solution is a welcome one and contributes to the security of civil transactions.

II.                 Reservation contract

According to the amendments proposed to Article 22 of Law No. 10/1995 in the form adopted by the Senate, reservation agreements concerning individual units within the future condominium or future individual dwellings may be concluded for a maximum period of 60 days, in exchange for a sum not exceeding 5% of the price, under penalty of nullity. If, by the expiry of the term, the promise of sale or the contract of sale is not concluded, through the exclusive fault of the developer, the sums paid under the reservation shall be refunded within a maximum of 30 days.

According to the amendments proposed in Article 22 of Law No. 10/1995, in the form for promulgation, if the promise of sale or the contract of sale is not concluded by the expiry of the term, the amounts paid under the reservation shall be refunded within a maximum of 30 days.

Currently, so-called reservation contracts can be interpreted, depending on the specific wording, as either a promise of a preliminary contract (the parties undertake to conclude a promise of sale in the future) or directly a promise of sale (the parties undertake to conclude a contract of sale in the future). This is because the promise to sell is validly concluded in private form, as confirmed by the High Court of Cassation and Justice in its decision no. 23/2017.

In the future, to the extent that the Nordis Law enters into force in this form, through a reservation contract concluded under private signature, the parties will only be able to commit to concluding a promise of sale in the future, in authentic form, because according to the new law, the promise of sale can only be concluded in authentic form.

III.               Promise of sale

According to the proposed amendments to Article 22 of Law No. 10/1995, promises of sale concerning individual units within the future condominium or future individual dwellings shall be concluded only in authentic form, after the building permit has been recorded in the land registry and after obtaining the land registry extract for authentication for the individual unit/future individual dwelling, and shall be recorded in the land registry no later than the next working day. If the buyer is assisted by a lawyer when concluding the promise or contract of sale, the notary fee is reduced by 25%.

Currently, as confirmed by the High Court of Cassation and Justice in Decision No. 23/2017, the promise of sale may be concluded either in authentic form or under private signature, based on a land registry extract for information purposes, with the same effects.

In the future, to the extent that the Nordis Law enters into force in this form, the promise of sale having as its object individual units within the future condominium or future individual dwellings may be validly concluded only in authentic form, based on the land registry extract for authentication.

Unlike the land registry extract for information purposes, pursuant to Article 55(3) of the Regulation on reception and registration in the cadastral and land registry records, the land registry extract for authentication is issued at the request of the notary public, for the purpose of authenticating legal acts establishing, modifying, or transferring a real property right.

However, on the basis of a promise of sale, no real property right is established, modified, or transferred.

The legislator's reasoning was probably that if an extract from the land register is requested for authentication, the cadastral number to which the extract refers is made unavailable for a period of 10 working days, starting from the date, hour, and minute of the request and ending at the end of the tenth working day. During this period, no entries will be made in the land registry, except for entries based on the legal document for which the land registry extract was requested for authentication.

Most likely, the intention was to block the land register for the conclusion of a promise of sale, but it was also necessary to amend secondary legislation to extend the scope of the land register extract for authentication.

In any case, for future properties other than individual units within the future condominium or future individual dwellings, the restrictive rules imposed by Lega Nordis will not apply.

And, in the absence of further legislative changes, in the case of individual units in existing condominiums or individual dwellings, the promise of sale may continue to be concluded both under private signature and in authentic form in the absence of a land registry extract for authentication.

IV.              Advance payment

According to the amendments proposed in Article 22 of Law No. 10/1995 in the form adopted by the Senate, the amounts paid by the buyer as a down payment, based on the promise, may not exceed 15% upon conclusion of the promise, 25% upon completion of the load-bearing structure, 25% upon completion of the installation works, according to the partial acceptance report, and shall be deposited in a bank account opened in the name of the developer in any currency and may only be spent for the purpose of real estate development.

According to the proposed amendments to Article 22 of Law No. 10/1995, in the form for promulgation, however, the amounts paid as advance payments shall be deposited in a separate bank account of the developer dedicated to the construction of the project for which the advance payment was made, for the structural part, up to a maximum of 25% of the price, and after its completion, for the installations part, up to a maximum of 20% of the price.

Therefore, although the idea was to limit the advance payment that can be paid on the basis of a promise of sale, having as its object individual units within the future condominium or future individual dwellings, in its current form, it only limits how the advance payment can be spent (i.e., for the structural part, a maximum of 25% of the price, and after completion, for the installations part, a maximum of 20% of the price).

V.                 Cadastral operations

According to the law as adopted by the Senate, the registration in the land registry of the promise concerning a future property will not affect the developer's right to take any administrative, legal, or cadastral steps regarding the completion of the project, without the prior consent of the promissory buyer, except where the total area or location of the property covered by the promise is changed.

However, according to Article 879(3) of the Civil Code, the attachment or detachment of a property encumbered with charges may only be done with the consent of the holders of those charges. The refusal of the holders of the charges must not be abusive, as it may be censured by the court.

Therefore, the legal or cadastral operations referred to in the Nordis Law do not include annexation or separation, but possibly division into apartments, etc.

VI.              Conclusions

The amendments proposed by the Nordis Law establish a new legal framework for future real estate transactions, characterized by an increased emphasis on prevention, transparency, and real estate advertising. The introduction of pre-division, the establishment of the mandatory nature of the authentic form for the promise of sale, the express regulation of the reservation contract, and the functional limitation of the use of the advance payment are measures that tend to significantly reduce the risks assumed by the promissory buyers.

However, certain legislative solutions raise legitimate questions regarding regulatory consistency and correlation with secondary legislation, particularly with regard to the use of land registry extracts for authentication in the case of promises to sell and the legal effects of the unavailability of the land registry. Furthermore, the differentiation between future and existing properties, as well as the limitation of the developer's cadastral interventions, require careful interpretation to avoid administrative bottlenecks or legal conflicts.

Overall, the Nordis Law represents an important step towards professionalising and disciplining the real estate market, but its real effectiveness will depend on the clarity of the final rules, harmonisation with related legislation and how courts and practitioners manage to integrate the new legal institutions into a unified and coherent framework for application.

 An article by Marius Chelaru, Managing Associate (mchelaru@stoica-asociatii.ro), STOICA & ASOCIAȚII