ROMANIA Law and Practice Contributed by: Alexandru Stanescu, Simina Negulescu, Anca Popan and Mihai-Cristian Huială, Lexters
ries of data are to be recorded on-chain is an impor- tant legal consideration: projects should use off-chain storage, hashes, encryption, data minimisation and clear controller/processor allocation, as the choice of on-chain versus off-chain storage directly affects the entity’s ability to comply with its obligations under applicable data protection rules. 1.1.4 Smart Contracts Legal Status of Smart Contracts Romanian law does not contain a separate legal regime for smart contracts. A smart contract is not binding merely because it is called a contract, nor is it unenforceable merely because it is written in code. It must be assessed under the ordinary rules of Roma - nian civil law. Validity Requirements A smart contract arrangement can be enforceable if the underlying legal agreement is valid. This means that the parties must have capacity, consent must be validly expressed, the object must be determined or determinable and lawful, and the cause or purpose of the obligation must not be contrary to mandatory law, public order or morality. Where the law requires a particular form, such as notarisation or written form, code alone will not be sufficient. Off-Chain Terms and Execution Logic In practice, code should be treated as an execution mechanism or as evidence of agreed performance logic, not as a complete replacement for legal terms. The parties should still have off-chain terms describ- ing the service, the asset, the rights attached to the token, the role of oracles, the allocation of risk, the governing law, dispute resolution, liability caps and fallback procedures. Romanian courts would apply existing civil law principles and may rely on technical expert reports to understand the code and its role in the legal relationship. Risks and Judicial Review From a practical perspective, businesses should not rely on automatic execution alone. The code should be audited before launch and aligned with the off-chain terms, especially on oracle failures, coding errors, chain forks, hacks, upgrades, refunds and complaint handling. The documentation should also state who
may pause, amend or unwind execution and in what circumstances. Even if the smart contract performs automatically, Romanian courts may still review con- sent, mistake, fraud, abusive clauses, consumer rights or unjust enrichment, and may order restitution or damages where the legal basis for execution fails. 1.1.5 Industry and Trade Bodies Domestic Industry Bodies Romania has several organisations active in block- chain or fintech discussions, but it does not have a strong self-regulatory body with binding authority over the market. The Romanian Blockchain Associa- tion was created to promote blockchain adoption and education in Romania. RoFintech acts more broadly in support of Romanian fintech companies, and the Romanian Association of Blockchain and Crypto- assets is also active in the field. These bodies may contribute to market education, policy dialogue and industry visibility, but they do not issue binding rules, authorise projects or replace ASF or BNR supervision. European and International Participation Romanian lawyers, consultants and market par- ticipants also take part in European blockchain and crypto-asset associations, including the Internation- al Association for Trusted Blockchain Applications (INATBA). INATBA is relevant because it connects participants in the private sector with regulators and policy makers at EU level. 1.2 Crypto-Assets Under Romanian private law, crypto-assets are capable of forming part of a person’s patrimony as intangible movable assets. The analysis starts from the Romanian Civil Code, under which goods may be tangible or intangible if they form the object of a patrimonial right, and assets not treated as immovable are movable. There is no bespoke proprietary regime for crypto-assets yet, but the Civil Code framework accommodates them without difficulty. This position is not yet supported by a developed body of Romanian case law, so the analysis must be based on the asset’s specific characteristics. 1.2.1 Property Considerations Legal Nature of Crypto-Assets
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