In Italy, the process of purchasing real estate involves distinct yet often confused stages: the offer to purchase (proposta di acquisto) and the preliminary sales agreement (preliminare di compravendita or compromesso). These pivotal steps ensure clarity and legal security for both buyers and sellers throughout the transaction. This article aims to elucidate these crucial phases and highlight their significance in the Italian real estate market.
Understanding the Offer to Purchase
The offer to purchase marks the initial formal step in acquiring property in Italy. It is a written document through which the prospective buyer expresses their interest to the seller. Typically accompanied by a deposit (caparra), this offer outlines the buyer’s commitment to purchase the property at a specified price and within a designated timeframe.
A comprehensive offer to purchase includes:
- Property details
- Buyer and seller information (including the real estate agency, if involved)
- Proposed purchase price and payment conditions
- Amount of the deposit (caparra)
- Deadline for the seller’s acceptance of the offer, usually one to two weeks, leading to the final deed (rogito)
Until acceptance, the offer only binds the buyer, allowing the seller to consider other offers or change their mind. If the purchase requires a mortgage, the offer will stipulate that it is contingent upon obtaining financing, extending the acceptance and final deed timelines to accommodate the 30 to 40 days typically required for mortgage approval.
Acceptance or Rejection of the Offer
An irrevocable offer to purchase contains all necessary terms to conclude the sale. Once the seller accepts and signs it, this offer automatically transforms into a preliminary sales agreement, bypassing further negotiation steps. Conversely, an offer with reference to the preliminary agreement introduces an intermediate step before the final sale.
Upon acceptance, the real estate agency transfers the deposit from the buyer to the seller. If the seller declines the offer within the specified period, the agency refunds the deposit to the buyer, who then has the option to submit a new offer or seek another property.
Preliminary Sales Agreement (Compromesso)
The preliminary sales agreement, or compromesso, is a binding contract that commits both parties to the final deed (rogito) and completion of the sale. Upon signing the compromesso, the property owner cannot sell to others or encumber the property with mortgages. This agreement typically involves a significant deposit (caparra confirmatoria) that immediately binds both parties.
Key elements include:
- Personal details of both parties including codice fiscale
- Precise identification of the property, including cadastral data
- Intentions to conclude a definitive contract and related agreements
- Price, deposit, and sales conditions
- Handover and possession of the property
- Dispute resolution clauses
- Reference to civil code norms for any unspecified terms
- Date and signatures of the parties involved
Legal Requirement to Register the Compromesso
In Italy, registering the compromesso is a legal requirement in many regions, including Puglia and other parts of the South. However, it is noteworthy that in practice, especially in Southern Italy, the registration of the compromesso is often overlooked. This means that deposits (caparre) are not cashed in until the final notary stage (rogito).
Implications of Non-Registration
The non-registration of the compromesso implies that the agreement is not officially recognized in the land registry. Consequently, the deposit remains with the buyer or in escrow until the final deed is executed. While this practice is common in certain regions, it does pose risks and uncertainties, as the compromesso’s legal status is not fully established until registration.
Financial Considerations and Registration
Upon registering the preliminary agreement, specific taxes are payable:
- 0.50% on the deposit (caparra)
- 3% of any sums paid as a down payment towards the purchase price
These taxes are refundable upon final contract signing.
Differences Between Private and Notarized Preliminary Agreements
The preliminary agreement can be executed privately or by a notary. A private agreement, while registered, is not transcribed in the land registry. Conversely, a notarized agreement is a public document that must be transcribed in the land registry, securing the property against third-party claims.
Binding nature of Offer to Purchase vs Compromesso
The main distinction lies in the binding nature:
- The offer to purchase initially binds only the signing party, typically the buyer.
- The compromesso binds both parties from the outset, ensuring mutual commitment.
Typically, an accepted offer to purchase evolves into a preliminary agreement, although parties may opt to directly negotiate a compromesso. The offer to purchase utilizes predefined templates, whereas the compromesso specifies detailed terms.
Over to you
While the offer to purchase offers fewer guarantees compared to the compromesso, both documents play critical roles in safeguarding the interests of buyers and sellers in the Italian real estate market. Understanding these stages ensures a smoother transaction process and mitigates potential risks for all parties involved.
