Should I use an asset deal or share deal for property acquisition?

Share deal: no property transfer tax (saves 1-3%), inherits all SPV liabilities. Asset deal: clean acquisition, no inherited risk, but triggers transfer tax and notary fees. We analyze each deal on its merits.

What holding structure is optimal for foreign investors?

Common structures: Luxembourg SCSp/SCA holding Romanian SPVs, Netherlands BV (0% WHT under RO-NL DTA), or direct investment. Choice depends on: investor jurisdiction, exit strategy, financing structure.

How does property due diligence work?

Our DD covers: Land Book verification, ownership chain (30+ years), encumbrances, zoning compliance, building permits, environmental assessment, lease audit, tax compliance, pending litigation. Report in 10-15 business days.

What about development project risks?

Key risks: permit delays (PUZ/PUD can take 12-24 months), construction cost overruns, contractor insolvency, environmental issues. We mitigate through: phased land acquisition, FIDIC contracts with caps, performance bonds, title insurance.

Can I set up a real estate fund in Romania?

Yes. Options: Romanian AIF (alternative investment fund) regulated by ASF, or Luxembourg vehicle (SCSp/RAIF) investing in Romanian assets. We handle fund documentation, investor onboarding, and regulatory compliance.

What are the tax implications of selling Romanian property?

Capital gains: 16% corporate tax (if held via SRL). Share deal exit: 0% if Luxembourg holding (subject to substance). Asset deal: transfer tax applies. We structure exits to minimize tax leakage across jurisdictions.

Institutional Grade • 15+ Countries Served

Legal Services for Real Estate Investors

Romania offers 7-8% commercial yields, prices 40-50% below EU average, and strong growth fundamentals. Legal support for portfolio-scale property investments.

Consultation +40 740 011 411

Târgu Mureș

Office location

Real Estate Investment Legal Services

Portfolio Acquisitions

Multi-asset and portfolio deals, asset vs share deal analysis, tax structuring, seller due diligence (vendor DD).

Development Projects

Land acquisition, construction permits, development agreements, GC contracts (FIDIC), project finance documentation.

Fund Formation

Real estate fund structuring (AIF/RAIF), investor documentation (LPA/side letters), Luxembourg/Romanian structures, AIFM compliance.

Lease Structuring

Commercial lease agreements, triple-net structures, break clauses, rent indexation, green lease provisions, lease audits.

Tax Optimization

Holding structures for repatriation, withholding tax optimization via DTAs, VAT on property, property transfer tax planning.

Construction & FIDIC

FIDIC contracts (Red/Yellow/Silver Book), architect agreements, subcontractor chains, defects liability, performance bonds.

Our Process — Step by Step

Investment Screening

We assess legal risks, title quality, and structuring options for your target asset/portfolio.

1-3 days

Full Due Diligence

Legal, tax, environmental, and technical due diligence. Vendor DD packages for sellers.

2-4 weeks

Transaction Execution

SPA/APA negotiation, conditions precedent, escrow, regulatory filings, closing mechanics.

4-8 weeks

Asset Management

Lease management, tenant disputes, property compliance, exit preparation.

Ongoing

Romanian Real Estate Investment Opportunity

Romania's commercial real estate market offers institutional-grade opportunities at exceptional yields: Bucharest prime office yields of 7-8% (vs 3-4% in Frankfurt/Paris), logistics yields of 8-9%, and retail yields of 7-8%. Total modern stock: 3.5M sqm office, 6M+ sqm logistics, and growing.

Foreign investors can acquire property directly (EU nationals) or through Romanian SPV structures (recommended for tax optimization and liability protection). Share deals avoid property transfer tax entirely. Holding structures via Luxembourg, Netherlands, or Cyprus optimize withholding tax on dividends.

Pantilimon Avocat assists institutional investors, family offices, and private equity funds from 15+ countries. Our deal experience spans office, logistics, retail, residential development, and hospitality sectors.