Buying a Ready-to-Build Solar Project in Romania: Legal Due Diligence, RTB Risks and Investor Checklist

Short answer for investors

A ready-to-build solar project in Romania should mean that the project has reached a level of legal, technical and commercial maturity that allows construction to start within a predictable timeframe. In practice, this usually means secured land rights, a valid grid connection position, advanced or final permitting, environmental status, a building permit, a signed or signable grid connection agreement, and a credible EPC and construction route.

But in the Romanian market, the phrase “RTB” is often used too generously.

A project may be marketed as ready-to-build even if the cable route is not secured, the building permit does not cover all components, the ATR is close to expiry, the grid connection agreement is not signed, the land term is too short for financing, or the ANRE establishment authorisation is still missing. Sometimes the project is not truly ready to build; it is only more advanced than an early-stage development project.

That difference matters. A true RTB project can justify a premium. A project with unresolved land, grid, permitting or authorisation issues should be priced differently, structured differently and protected differently in the SPA.

The buyer should not diligence the label. The buyer should diligence the documents.

What does RTB mean in a Romanian solar project?

In the Romanian renewable energy market, “ready-to-build” is not a single statutory status. It is a market label. That makes it useful commercially, but dangerous legally.

In a strict sense, an RTB solar project should be a project where the main development risks have already been solved or reduced to a level acceptable for construction financing. It should not merely be a project with a location, a teaser and an indicative grid solution.

In practice, an RTB solar project in Romania should normally have several core elements in place. The project company should control the land through ownership, superficies, lease or another bankable right. The land should be properly identified cadastrally and should allow the construction and operation of the solar plant, access roads, internal roads, cable routes and, where relevant, the substation area.

The project should also have a clear grid position. This means a valid ATR, clarity on approved evacuation capacity, point of connection, reinforcement works, implementation deadlines, financial guarantees and the status of the grid connection agreement. The Romanian grid connection framework is built around the technical connection approval, which contains the technical and economic conditions for connecting the project to the public electricity network. ANRE Order no. 59/2013 remains one of the key legal instruments for this analysis.

The permitting layer should also be mature. A true RTB project should have a valid building permit or, at minimum, be at a clearly defined stage where issuance is realistic and not dependent on unresolved third-party consents. The environmental status should be clear: screening decision, environmental agreement or confirmation that the project does not require full EIA, depending on the case. The technical design used for the permit should match the project being acquired.

Where relevant, the project should also have ANRE establishment authorisation status. For larger renewable projects, the establishment authorisation is not a mere formality. It is part of the legal route toward construction and later commercial operation. After commissioning, the project will also need the relevant commercial operation licence.

Finally, RTB should also mean construction readiness: an EPC route, technical design consistency, procurement strategy, long-lead equipment planning, grid works interface and a realistic COD timeline.

In other words, RTB should not mean “the project has potential”. It should mean “the remaining path to construction is legally and commercially controllable”.

Why investors buy RTB solar projects in Romania

The appeal is obvious.

Buying an RTB solar project allows an investor to enter the Romanian renewable energy market faster than through greenfield development. It reduces origination work, avoids part of the land aggregation process, shortens the timeline to construction and may give the buyer access to a grid position that is difficult to replicate today.

This is especially important in Romania because grid access has become one of the most valuable parts of a renewable project. New projects increasingly face capacity constraints, reinforcement requirements, longer timelines and, from 2026, the new capacity allocation logic introduced through ANRE Order no. 53/2024. The new allocation methodology, formally applicable from 1 January 2026, has turned grid access into a more strategic and economically sensitive part of project development. Market commentary correctly identifies this reform as a major change for investors seeking access to the Romanian electricity grid.

Commercially, RTB projects also allow investors to reduce development uncertainty. A greenfield project may take years to mature. A real RTB project can shorten the path to COD and improve visibility over CAPEX, land, permits and grid connection. This can be particularly attractive for IPPs, infrastructure funds, strategic utilities, developers seeking a Romanian platform and investors looking to deploy capital quickly.

However, RTB projects are also more expensive. The seller expects to monetise the development work already completed. That is reasonable only if the development work is legally sound. If the project is described as RTB but still carries material land, grid, permitting or authorisation risks, the buyer may be paying an RTB price for a non-RTB asset.

The first legal question: is the project really RTB?

This is the starting point of any serious due diligence.

In Romanian renewable energy transactions, the word “RTB” can mean very different things. For one seller, RTB may mean that the building permit is issued and the grid connection agreement is signed. For another seller, it may mean that the project has a valid ATR and the building permit is “in progress”. For a broker, it may simply mean that the project is advanced enough to be marketed at a premium.

That is why the buyer should not rely on the commercial label.

A serious buyer should test the project against the documents: corporate title, land rights, cadastral status, urbanism, environmental acts, building permit, ATR, grid connection agreement, ANRE status, tax position, litigation, EPC readiness and route-to-market assumptions.

The most dangerous RTB projects are not the obviously early-stage ones. They are the projects that look complete in a teaser but contain hidden gaps: a missing cable route, an expired permit, an ATR capacity lower than the marketed capacity, land rights that expire too early, a building permit that does not match the technical layout, or a grid connection agreement that has not yet been signed.

In acquisitions, the buyer should therefore ask one simple question:

Can this project actually be financed and built tomorrow, or is it merely more advanced than early-stage?

RTB solar due diligence checklist

Land and access rights

Land is the first real test of a Romanian RTB solar project.

The buyer should not only verify whether the SPV has a land contract. The buyer should verify whether the land rights are bankable for the full life of the project. That means checking the legal form of the right, its duration, extension mechanisms, registration, opposability, termination rights, transferability, lender step-in rights and compatibility with financing.

A short lease with weak renewal rights may be acceptable for early development but not for project finance. A superficies right may be stronger, but only if properly registered and broad enough to cover all project components. Ownership may look ideal, but it can still be problematic if the cadastral status is unclear, if there are encumbrances, co-owner issues, restitution risks or restrictions related to agricultural land.

Access is equally important. A solar plant without secure access roads is not truly RTB. The same applies to cable routes, transformer station land, rights for internal roads and areas required for grid works. These rights must be secured, enforceable and sufficiently long-term.

Agricultural land remains a key Romanian issue. Romanian law has evolved to allow renewable energy projects on certain categories of agricultural land, including projects below the 50-hectare threshold under specific conditions. Public commentary on the Romanian rules has noted that amendments to the Construction Law removed the PUZ requirement for certain renewable projects below 50 hectares on agricultural land of fertility classes III, IV and V, while maintaining the need for building permits and removal from the agricultural circuit where applicable.

For an investor, the practical question is simple: does the land regime support the exact project being acquired, including project size, location, grid route and future operation?

Grid connection and ATR

If land is the first test, grid is the decisive one.

In Romania, the ATR is one of the most valuable project documents. It defines the technical and economic conditions for connection, the approved capacity, the connection point and the works required for connection. But an ATR must be read carefully. It is not enough to confirm that the project “has ATR”.

The buyer should verify the ATR validity period, approved evacuation capacity, connection point, voltage level, technical solution, reinforcement works, estimated connection costs, deadlines, financial guarantee obligations and conditions for energisation. The buyer should also compare the ATR capacity with the marketed project capacity. A project marketed as 80 MWp may have a lower approved evacuation capacity. That mismatch is not necessarily fatal, but it must be priced and understood.

The grid connection agreement is equally important. Under Romanian practice, the GCA will define the implementation of the connection works, payment obligations, guarantees, deadlines and termination risks. A project with an ATR but without a signed GCA may be advanced, but it is not necessarily fully RTB.

From 2026, grid access becomes even more sensitive due to the capacity allocation mechanism introduced by ANRE Order no. 53/2024. The methodology applies to new production sites of at least 5 MW and has been described in the market as a major reform of how grid capacity is accessed in Romania. Later market updates also noted amendments and clarifications to the methodology, including how requests submitted before 1 January 2026 may be treated if solution studies were not submitted by the end of 2025.

This means that buyers acquiring Romanian RTB projects in 2026 must understand whether the project is inside or outside the new allocation logic, whether its grid position is protected, and whether any pending process could be affected by the new rules.

A good buyer-side question is:

Is the grid position secured, enforceable and financeable — or merely described in the teaser?

Building permit and environmental status

A real RTB solar project should have a building permit that is valid, enforceable and consistent with the project design.

The buyer should check whether the building permit covers all relevant components: PV modules, inverters, internal roads, fencing, transformer station, internal collection network, cable routes, connection-related works and any auxiliary buildings. A permit that covers only part of the project may not support immediate construction.

The permit’s validity and extension rights should also be reviewed. In Romania, timing matters. If the permit is close to expiry, the buyer may need to start works, request an extension or restructure the closing timetable. The SPA should deal with this expressly.

Environmental status is equally important. Depending on the project, the file may include a screening decision, environmental agreement, Natura 2000 assessment or other conditions. The buyer must verify whether the environmental act is final, valid, transferable where needed and aligned with the technical design. If the layout has changed after the environmental decision, the buyer should check whether an update is required.

Some projects also require additional approvals: archaeological discharge, aviation, defence, water management, road administrator approvals, telecom, utilities or local authority approvals. A project can look RTB until one missing approval delays the building permit or blocks construction access.

The buyer should therefore not ask only whether there is a building permit. It should ask whether the building permit is legally robust and technically complete.

ANRE authorisation and licensing

ANRE status is another critical layer.

For relevant renewable projects, the establishment authorisation is part of the pre-construction regulatory path. After construction and commissioning, the project will need the appropriate commercial operation licence. Where the project includes BESS, the licensing analysis becomes more complex because storage may affect the classification of the activity, the technical documentation, the operating model and the future revenue strategy.

The buyer should verify whether the ANRE establishment authorisation has been obtained, whether it is still valid, whether it reflects the current technical design and whether any material changes to the project require amendment or re-approval.

This is particularly important in transactions where the seller obtained authorisation based on one technical solution, but the buyer intends to change the module type, inverter solution, installed capacity, battery component, connection solution or EPC design. A mismatch between the authorised project and the project being built can create regulatory risk.

The buyer should also distinguish between establishment authorisation and operating licence. The former supports development and construction. The latter is needed for commercial operation. Confusing the two can create unrealistic expectations about COD readiness.

If the project includes BESS, the buyer should also ask whether the BESS is merely an internal optimisation asset, a co-located storage installation, a standalone storage component, or a market-facing asset participating in trading, balancing or aggregation. The answer affects licensing, contracts and revenues.

EPC and construction readiness

A project is not truly RTB if nobody can build it on bankable terms.

• The EPC layer should be reviewed carefully. Is the EPC contract signed or only indicative?
• Is the price fixed, indexed or subject to remeasurement?
• Are long-lead items secured?
• Is the contractor bankable?
• Are delay liquidated damages meaningful?
• Are performance guarantees aligned with the financial model?
• Are grid works included or excluded?
• Who manages the interface with the network operator?

In Romania, grid works interface can be a major source of delay. Even if the PV plant can be built quickly, energisation may depend on connection works, reinforcement works, approvals, testing and acceptance by the network operator. The EPC timetable must therefore match the grid timetable.

The buyer should also check whether the EPC design matches the building permit, ATR, ANRE authorisation and environmental documentation. Any mismatch can create delays or amendment requirements.

RTB should mean that the project can move into construction without redesigning the legal basis of the project.

Price, valuation and risk allocation

The price of an RTB solar project should reflect the quality of the development work.

A project with clean land rights, valid building permit, final environmental status, valid ATR, signed grid connection agreement, ANRE establishment authorisation and credible EPC route is materially stronger than a project with ATR only or a building permit still subject to unresolved conditions.

The buyer should therefore link price to risk.

If the project is truly RTB, a higher price may be justified. If important items are missing, the transaction should include price adjustment mechanisms, holdbacks, escrow arrangements, milestone-based payments, conditions precedent or deferred consideration.

For example, part of the price may be payable at signing, part at transfer of shares, part after confirmation of permit validity, part after signing of the grid connection agreement, and part after ANRE authorisation or construction commencement. In some deals, completion of the cable route, land registration, removal from agricultural circuit or absence of permit challenges may be specific closing conditions.

The key point is that RTB price should not be paid upfront for risks that remain unresolved.

SPA protections for buying an RTB solar project

The SPA should be built around the due diligence findings.

Conditions precedent should cover the items that are essential to value: corporate approvals, land title, building permit, ATR validity, grid connection agreement, ANRE authorisation, environmental status, absence of litigation, tax clearance or other project-specific approvals.

Representations and warranties should cover the SPV, title to shares, absence of debt, ownership or use rights over land, validity of permits, compliance with law, absence of challenges, grid documents, environmental matters, taxes, contracts, related-party liabilities and disclosure accuracy.

Indemnities should be used for known risks, not only general warranties. If there is a known land gap, a pending tax matter, a permit inconsistency or a cable route issue, it should be covered by a specific indemnity or a completion condition.

Termination rights should be clear. If the project loses the ATR, building permit, GCA or ANRE authorisation before closing, the buyer should not be forced to close as if nothing happened.

Post-closing covenants may also matter. If the seller must assist with permit transfers, land registrations, grid operator correspondence or local authority processes, the SPA should say so expressly.

In Romanian RTB transactions, a generic share purchase agreement is usually not enough. The SPA must be project-specific and grid-specific.

Common red flags

Some red flags appear repeatedly in Romanian RTB solar transactions.

The first is the RTB label without a valid building permit. A project may be advanced, but if the building permit is not issued, it is difficult to describe it as truly ready-to-build.

The second is an ATR capacity mismatch. If the project is marketed as a certain MWp capacity but the approved evacuation capacity is lower, the buyer must understand the economic impact.

The third is the absence of a signed grid connection agreement. An ATR is important, but the GCA often defines the real execution obligations, costs and deadlines.

The fourth is an unsecured cable route. Many projects focus on the generation land but underestimate the importance of cable route rights. Without the route, the project may not be constructible.

The fifth is a land term that is too short. A lease that expires before the end of the financing or operational period can undermine bankability.

The sixth is a permit that does not match the technical design. If the buyer wants to change technology, layout, installed capacity or add BESS, the existing permits may need amendment.

The seventh is hidden litigation or tax exposure in the SPV. Buying shares means buying the company’s history, not only the project.

The eighth is BESS being advertised as future upside without being reflected in grid, permitting, licensing or revenue assumptions.

A serious investor should treat each red flag as either a price issue, a condition precedent issue or a walk-away issue.

What changes if the project includes BESS?

If an RTB solar project includes BESS, the due diligence becomes more complex.

Storage is not just an add-on. The buyer must verify whether the battery is included in the ATR, whether import capacity is approved, whether export capacity changes, whether the battery can charge from the grid, whether the building permit covers the BESS equipment, whether fire-safety and environmental treatment are addressed, and whether the ANRE licensing model supports the intended operation.

• The commercial model also changes. The battery may earn from arbitrage, balancing, ancillary services, curtailment reduction or PPA shaping. But each revenue layer needs contractual support. Who controls dispatch?
• Who is the route-to-market provider?
• Who bears degradation risk?
• Who receives balancing revenues?
• Are warranties aligned with cycling assumptions?
• Are lenders protected?

A project marketed as “PV + BESS ready” should therefore be tested carefully. If the BESS exists only in the teaser and not in the grid, permit, ANRE and contract documents, it is not truly part of the RTB project.

How to find RTB solar projects in Romania

Investors usually find Romanian RTB solar projects through brokers, developers, direct market relationships, project maps, local advisers and informal developer networks. The market is active, but it is not always transparent.

This creates both opportunity and risk.

A good project may never appear in a public process. A weak project may be marketed aggressively to multiple buyers. Some brokers may not know the legal status in enough detail. Some sellers may use RTB language to justify a higher price before the project is truly mature.

For this reason, legal screening should happen early — ideally before exclusivity or signing an LOI. A buyer does not need full due diligence before an LOI, but it should at least check the headline status of the SPV, land, ATR, GCA, building permit, environmental act, ANRE status and known litigation.

A short pre-LOI legal screening can save weeks of negotiation and avoid exclusivity over a project that is not what it claims to be.

Investor checklist before signing an LOI

Before signing an LOI for an RTB solar project in Romania, the buyer should confirm who owns or controls the SPV, request the core document list, check the headline status of the ATR, grid connection agreement and building permit, verify the land and cable route position, confirm whether there is litigation or tax exposure, identify the conditions precedent required for the SPA and define exclusivity carefully.

The LOI should avoid vague language. If the project is priced as RTB, the LOI should define what RTB means for that transaction. It should also clarify whether the price assumes a valid building permit, signed GCA, ANRE establishment authorisation, secured cable route, no litigation, no tax liabilities and no material change in the grid solution.

Exclusivity should not be granted for too long without sufficient document access. Break fees should be treated carefully. A buyer should not accept strong exclusivity obligations before confirming that the project has a credible legal foundation.

FAQ

What is an RTB solar project in Romania?

An RTB solar project is a project that has reached a level of development maturity that should allow construction to start within a predictable timeframe. In practice, this usually means secured land, grid connection position, permitting, environmental status, building permit, ANRE status where relevant and EPC readiness.

How do I buy a ready-to-build solar project in Romania?

Most acquisitions are structured as share deals, where the buyer acquires the SPV owning the project. Before signing, the buyer should conduct legal, technical, tax and commercial due diligence and structure the SPA around the project’s actual risks.

What documents should I check before buying an RTB PV project?

The key documents are corporate documents, land agreements, cadastral extracts, urbanism certificate, environmental act, building permit, ATR, grid connection agreement, ANRE authorisation, EPC documents, tax records, litigation searches and project financial assumptions.

Is an ATR enough for an RTB solar project?

No. An ATR is essential, but not sufficient. A true RTB project should also have land rights, permitting, environmental status, building permit, GCA status, ANRE status where relevant and construction readiness.

Can an RTB solar project include BESS?

Yes, but the BESS must be reflected in the legal and technical documents. The buyer should verify grid treatment, import/export capacity, permitting, fire safety, ANRE licensing, route-to-market, battery warranties and degradation assumptions.

What are the main legal risks in buying a solar project in Romania?

The main risks are weak land rights, missing cable route, ATR capacity mismatch, unsigned GCA, expired or incomplete building permit, environmental gaps, missing ANRE authorisation, hidden SPV liabilities, tax exposure, litigation and unrealistic EPC or COD assumptions.

Conclusion

Buying a ready-to-build solar project in Romania can be a strong market-entry strategy. It can reduce development time, secure access to a valuable grid position and accelerate the path to construction and COD.

But RTB is not a magic label. It is a conclusion that must be proven by documents.

The Romanian market remains attractive, but grid access, permitting, land rights, ANRE status and construction readiness must be analysed with discipline. The buyer should not pay an RTB price unless the project is genuinely ready to build or the remaining risks are properly reflected in the SPA, price and conditions precedent.

At Grigorescu Partners, we assist investors, developers and sellers with buyer-side and seller-side renewable energy due diligence, SPA structuring, ATR and grid connection review, land and permitting analysis, ANRE authorisation, EPC/PPA review and BESS-related structuring.

The simplest rule is still the best one:

Do not buy the RTB label. Buy the legal, grid and permitting reality behind it.

Related reading and services

For the wider acquisition context, see our Energy Law in Romania practice, renewable energy legal services and the Romanian renewable projects map.

For primary Romanian legal context, investors should also check Law no. 123/2012 on electricity and natural gas.

Related reading: legal due diligence for renewable projects, what an ATR means in Romanian energy projects, ANRE licensing for renewable investors, lender due diligence and hybrid renewable and battery storage projects.