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 national legal requirement, not a regional one: a preliminary sale agreement must be registered with the Agenzia delle Entrate within 30 days of signing (the deadline was 20 days until Decree-Law 73/2022 changed it). If the agreement is signed before a notary, the notary registers it, and real estate agents are required to register the preliminary agreements for sales they broker. 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
Not registering the compromesso doesn’t make it invalid: it still binds buyer and seller, but it breaks the tax rules and exposes the parties to penalties for late registration. It’s also worth being clear about what registration is. Registering is a tax formality with the Agenzia delle Entrate. It is not the same as recording the agreement in the land registry: transcription (trascrizione) in the public property registers is a separate, optional step, and it’s only possible when the compromesso is drawn up by a notary as a public deed or an authenticated private agreement. When the compromesso isn’t registered, the deposit usually stays with the buyer or the agency until the final deed. While this practice is common in certain regions, it does pose risks for the buyer.
Why the compromesso often isn’t registered in Puglia
Skipping registration is largely a matter of local habit. Informal agreements and personal trust have long carried weight in property deals in Southern Italy, and registering costs money: the taxes listed below, plus time spent dealing with public offices. Some buyers and sellers see that as an avoidable expense, especially when they want to keep upfront costs low.
The risk falls mainly on the buyer’s deposit (caparra confirmatoria). It is usually held by the real estate agency until the rogito, but without a registered agreement it can be much harder to get back if the sale falls through. If you decide not to register, at least:
- Put every agreement in writing and have all parties sign it.
- Agree in writing who holds the deposit and when it will be refunded or forfeited.
- Ask a lawyer or the notary about the pros and cons of registering in your case.
Financial Considerations and Registration
Upon registering the preliminary agreement, specific taxes are payable:
- A fixed registration tax of €200, regardless of the purchase price
- Stamp duty (imposta di bollo) of €16 for every four pages
- 0.50% on the deposit (caparra)
- 3% of any sums paid as a down payment towards the purchase price
The 0.5% and 3% amounts are credited against the registration tax due when the final deed is registered.
Differences Between Private and Notarized Preliminary Agreements
The preliminary agreement can be executed privately or by a notary. A private agreement can be registered but cannot be transcribed in the land registry. A compromesso drawn up by a notary, as a public deed or an authenticated private agreement, can be transcribed, and the notary takes care of it. Transcription reserves the property for the buyer: the seller can no longer sell or mortgage it to someone else, and the seller’s creditors can’t seize it. The protection lapses if the final deed isn’t transcribed within one year of the date agreed for it, and in any case within three years of the transcription (article 2645-bis of the Civil Code).
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. For the whole process from house hunting to the rogito, see our ultimate guide to buying a home in Puglia.
