Authors: attorneys at law Mădălina Mitan (partner) and Steliana Stroe (attorney at law), specialising in real estate and construction at Schoenherr Romania

Boutique hotels housed in former palaces, restaurants opened in interwar-era buildings, cultural venues housed in historic factories – more and more investors in Romania are discovering the potential of heritage buildings. However, the acquisition and conversion of such a building is not like a standard property transaction: the rules are different, the procedures are more complex and the risks can be significant if not managed correctly.

Below, we present a concise guide organised around six key topics: which laws apply, how to actually purchase such a building, what due diligence needs to be carried out before purchase, what obligations are assumed upon acquisition, how to obtain planning permission for works, and what risks and penalties exist if the rules are not followed.

Which laws apply?

This area is governed by three main laws: Law No. 422/2001 (protection of historic monuments), Law No. 50/1991 (authorisation of construction works) and Law No. 350/2001 (spatial planning and town planning). These laws set out what can and cannot be done with a heritage building.

In short, a historic monument is a property (a building, a complex – a group of buildings – or a site – land containing archaeological remains) officially recognised as being of importance to national culture and civilisation and listed in the Register of Historic Monuments – a public register that can be consulted online.

Historic monuments are divided into two categories: Group A (of national and universal significance – for example, Peleș Castle or the Palace of Culture in Iași) and Group B (of local significance). This distinction matters in practice, as it determines who approves the works and how complex the procedures are that must be followed.

The protection zone is an area comprising the land and buildings surrounding a historic monument, demarcated to protect the monument’s appearance and visual setting. It is important to note that, if the property in question is located within the protection zone, it is not itself a historic monument, but the developer will be subject to certain restrictions regarding the construction or alteration works they may carry out.

How do you buy a heritage building?

If the property is a historic monument, a special rule applies which does not exist in ordinary property transactions involving buildings: the state’s pre-emption right. Specifically, before the owner can sell the building, the state (through the Ministry of Culture, for Group A monuments, or through the county cultural directorates, for Group B) and local authorities have priority to purchase it at the same price. If this procedure is not followed, the sale is void.

The seller must: notify the above authorities of their intention to sell, specifying the price and terms; wait for the expiry of the statutory period within which these authorities may decide whether to purchase; and not sell on terms more favourable than those communicated to the state – otherwise, once again, the sale may be annulled.

Under Law No. 89/2024 which amended Law 422/2001, the Ministry of Culture or the county directorates have a maximum of 25 calendar days to respond. If they decline, the local authorities have a further 30 working days. Only after these time limits have expired, and provided there has been no affirmative response, may the sale be finalised.

If the property in question is not itself a historic monument, but is situated within the protection zone of a monument, the right of pre-emption procedure does not need to be followed. The purchase proceeds as a standard property transaction.

In short: the key difference is that, when purchasing a historic monument, the state has the right to buy the property before any interested investor (the right of pre-emption), whereas, when purchasing a property within a conservation area, this right does not apply, and the transaction is much simpler.

What due diligence is required before the purchase?

Before purchasing a historic monument, the interested investor must ensure that they have checked the following:

• which category the property is classified under (A or B) – this affects the complexity of all subsequent procedures;
• whether the ‘Obligation regarding the use of the historic monument’ has been issued – a mandatory document prepared by specialists from the historic monuments departments within the cultural authorities, setting out the conditions and rules governing the use, operation, and maintenance of the monument;
• whether the ‘Obligation regarding the use of the historic monument’ has been registered with the Land Register;
• whether there are any ongoing penalties or disputes relating to the current owner’s failure to comply with legal obligations;
• whether any works have been carried out without the necessary permits – a situation which may cause major problems following the purchase.

Where the property is situated within a protected built-up area, the due diligence requirements are less extensive, but should not be overlooked. The investor must confirm that the property is indeed located within the protected area (and is not itself classified as a heritage building), identify the applicable urban planning restrictions (including permissible construction, height limits, and materials), and verify whether any unauthorised works have been carried out. In such cases, there is no requirement to obtain an ‘Obligation regarding the use of the listed building’.

What obligations does the buyer assume upon purchase?

Upon purchasing a historic monument, the new owner assumes a number of additional obligations compared to an ordinary owner. The most important of these, as set out in Order No. 2684/2003 issued by the Ministry of Culture and Religious Affairs, are as follows:

• the building must be maintained and used in line with Law No. 422/2001 and the Obligation regarding the use of the historic monument, a document that serves as the building's 'identity card' and forms part of its technical file;
• the Department of Culture must be notified immediately, in writing, if any deterioration or change in the physical condition of the building is observed (for example, cracks, water ingress, partial collapses);
• the necessary approvals must be obtained before carrying out any work on the building – ranging from repairs and reinforcement to alterations to the internal layout or façade;
• if, in turn, the new owner wishes to sell the monument, they must notify the Department of Culture in writing, so that the pre-emption procedure described above may be repeated;
• the ‘Obligation regarding the use of the historic monument’ must be registered with the Land Register within 30 days of its receipt, enabling any future purchaser to be informed of the applicable restrictions.

If the property falls solely within the protection zone, the above obligations do not apply; the owner need only comply with certain town planning restrictions, specifically:

• local town planning regulations regarding the maximum height of the building, street alignment, building volume and finishing materials must be complied with – in short, the new construction or alteration must not ‘spoil’ the appearance of the area;
• approval must be obtained from the Ministry of Culture or the County Directorate for Culture prior to any construction work or alteration;
• certain restrictions in the public interest (legally referred to as ‘public utility easements’) must be observed, designed to preserve the natural and architectural setting around the monument and to protect any archaeological remains.

How are approvals for works obtained?

For any kind of work on a historic monument – from restoration to consolidation – prior approval is required from the Ministry of Culture or the County Directorate for Culture, depending on the category in which the property is classified. Furthermore, conservation, consolidation and restoration works may only be carried out by companies or specialists certified in this field, and not by just any builder.

For properties within the protection zone, the procedure is similar. The approval is issued by the County Directorate for Culture or the Bucharest Municipal Directorate for Culture, as appropriate. The difference lies in the absence of an obligation to engage certified specialists to carry out the works.

What are the risks for the new owner if they fail to comply with the rules?

In the case of historic monuments, the consequences can be severe: the sale may be annulled if the state's right of pre-emption was not duly observed; the new owner may be liable to substantial administrative fines; the owner may be ordered to restore the building to its original condition at their own expense — a potentially costly undertaking in the case of a heritage building; and in the most serious cases, criminal liability may arise.

For properties within the protection zone, the consequences are less severe but not negligible: the sale cannot be declared null and void, as the right of pre-emption does not apply; the new owner may be liable to administrative fines, albeit of a lower value; the owner may be required to remove or rectify, at their own expense, any works carried out without prior approval/authorisation; however, in practice, criminal liability does not usually arise in such cases.