Legal news on Immovable Publicity11 November 2021
Law no. 264/2021 on the amendment and completion of Law no. 7/1996 on cadastre and immovable publicity, as well as for the amendment of art. 121 of the Land Law no. 18/1991 has been published with the Official Gazette no. 1065 dated 08.11.2021 and is in force as of 11.11.2021.
An essential amendment brought by this law is related to the registration with the Land Book of the transfer of real estate rights operating based on the effects of spin-off or merger. Thus, the necessary documents for registration in these cases shall be the following:
► the decision of the court of law on the legality of the merger or, if the case may be, of the spin-off;
► the proof of registration with the Trade Registry;
► the registration certificate issued by the Trade Registry;
► the merger or, if the case may be, spin-off project concluded in an authenticated form.
From a procedural perspective, it is also clarified that, for the authentication of the merger/spin-off project, the public notary shall request a Land Book excerpt for authentication.
This clarification on the merger and spin-off procedures regarding companies that own immovable assets is beneficial after many previous amendments which have resulted in inconsistent procedures sometimes leading to the absolute nullity of the transfer of ownership of the immovable assets or to the impossibility of tabulating the ownership right as a result of the erroneously prepared documentation, without the possibility of restoring it. However, it remains to be seen how these provisions will be applied since they are not correlated with those of the Regulation on approval, reception and registration in cadastral and land book records, which still require the authentication of the corporate decision approving the merger/spin-off.
The other amendments brought by Law no. 264/2021 have an impact especially on the organization and functioning of the National Agency for Cadastre and Land Registration, by transferring it from the Government to the Ministry of Regional Development and Public Administration.