Between the moment buyer and seller shake hands and the final signing, a few weeks or even months may pass. During that time the preliminary contract is the document that protects both sides. A well written one prevents misunderstandings, while a vague one can lead to lost money and lawsuits. Here is what you need to know.
What a preliminary contract is
The preliminary contract, legally a promise of sale, is the agreement by which the parties commit to sign the sale contract in the future at an agreed price and on agreed terms. It does not transfer ownership, but it creates clear obligations for both parties.
Why you sign one
- The buyer has time to obtain financing and check the documents.
- The seller has assurance the property is off the market.
- Price and deadlines are fixed in writing.
Form: private signature or notary
The preliminary contract can be signed privately, between the parties only, or in authenticated form at a notary. The authenticated form has some important advantages:
- The notary checks the parties’ identity and the property documents.
- The contract can be noted in the land book, making the promise visible to third parties.
- Banks often ask for an authenticated preliminary contract before granting a loan.
For significant deposits, we recommend the authenticated form.
Advance or earnest deposit: the difference matters
Many people use the two terms interchangeably, but legally they differ.
Advance
An advance (avans) is part of the price paid before final signing. If the transaction falls through, the advance is generally returned, and any damages are settled separately under the contract or in court.
Earnest deposit
An earnest deposit (arvună) acts as a guarantee. If the buyer withdraws without reason, they lose it. If the seller withdraws, they must return it, usually doubled, depending on how the clause is worded. Because the effects are significant, ask the notary to explain clearly which type of payment you are making.
Essential clauses
- Full identification of the property: address, cadastral number, land book, area.
- Total price, currency and payment method, including the exchange rate if payment is in lei.
- The amount paid now and its nature: advance or earnest deposit.
- Deadline for signing the final contract.
- Financing condition: what happens if the bank refuses the loan or the valuation comes in below the price.
- Condition of the property at handover and items that stay.
- Seller’s obligation to hand over the property free of charges and debts.
- Penalty clause: what happens if either party fails to meet its obligations.
The sale contract
The final contract for real estate must be signed in authenticated form at a notary. It transfers ownership.
What the notary checks
- The identity of the parties and their capacity to sign
- The title deed and the land book extract for authentication
- The tax certificate, association certificate and energy certificate
- Payment of the price or how it will be made
Paying the price
Payment is usually by bank transfer, before or on the day of signing. With a mortgage, the bank transfers the amount directly to the seller after signing. If the seller has a mortgage, part of the money goes straight to their bank to clear the loan.
After signing
The notary files the registration request and the buyer becomes the registered owner in the land book. Physical handover takes place on the agreed date, with a signed report.
Handover of the property
The handover report is the last important document. Record the water, gas and electricity meter readings, the number of keys and remotes, the items that stay and the general condition of the home. Both sign and each keeps a copy. If you later find hidden defects the seller knew about, the signed documents and photos taken at handover help support your position. For properties let at the time of sale, the existing tenancy must be addressed explicitly in the preliminary contract.
Situations that can complicate the deal
- Co owners who disagree: all owners must sign.
- Undiscovered charges: a recent land book extract is essential before the preliminary contract.
- Unauthorised alterations: these can block the buyer’s mortgage.
- Unrealistic deadlines: leave enough time for the bank and for obtaining documents.
Tips for buyers
- Do not pay significant sums without a written preliminary contract.
- Include a financing condition if you use a mortgage.
- Check the land book extract on the very day of the preliminary contract.
Tips for sellers
- Prepare the documents before accepting an offer.
- Set a realistic deadline based on the bank’s timing.
- Agree in writing what stays in the home.
Frequently asked questions
Is a preliminary contract mandatory?
It is not mandatory but very useful when time passes between agreement and final signing, especially if you use a mortgage or pay money in advance.
What if the seller changes their mind?
The effects depend on the clauses and the nature of the sum paid. The buyer may, as applicable, claim a refund, damages or even a court ruling that takes the place of the contract.
Can I sign through a power of attorney?
Yes, with a specific authenticated power of attorney that describes the property and the limits of the mandate.
How we help
Our advisors coordinate the whole process, from accepted offer to notary, and work with partner notaries. Read the buyer guide or the seller guide, or contact us to talk about your transaction.
This information is general and does not replace legal advice. For your situation, talk to a notary or a lawyer.
