Review and Drafting of Purchase Agreements in Spain

A correctly drafted purchase agreement is a central part of a property purchase in Spain. The agreement regulates terms, responsibilities, payment structure, and legal effects between the parties, and deficiencies in its drafting can lead to significant legal and financial consequences.

Since different types of agreements (e.g., arras agreements with varying legal effects) can be used in the process, it is important that the agreement is correctly adapted to the situation and clearly regulates the parties’ rights and obligations under Spanish law.

We help you review and draft purchase agreements with a focus on legal correctness, clear risk allocation, and adaptation to applicable regulations in Spain.

How do purchase agreements work in Spain?

When purchasing property in Spain, several different types of agreements are often used before the purchase is formalized before a notary. These agreements can have independent legal significance and entail binding legal effects.

Common steps in the process are:

Reservation Agreement

An initial agreement to take the property off the market. This is not legally regulated, and the terms vary, making it important to review the content carefully.

Arras Agreement

A common agreement that regulates the down payment and terms before purchase. There are different types of arras (e.g., arras penitenciales, arras confirmatorias and arras penales) with varying legal effects, especially regarding the possibility of withdrawing from the agreement.

Private Purchase Agreement (contrato privado de compraventa)

A more comprehensive agreement where the parties establish the terms of the transfer. This agreement is binding between the parties even before a notarial deed is drawn up.

Final Transfer by Notarial Deed

The purchase is formalized through an escritura pública before a notary. This document serves as proof of the transfer and enables registration in the Registro de la Propiedad.

It is important to understand that these agreements can be legally binding and have far-reaching consequences depending on how they are drafted, especially regarding payment, liability, and the possibility of withdrawing from the transaction.

What we help you with

We offer legal support throughout the entire agreement process:

• Review of existing agreements
• Drafting of agreements tailored to your situation
• Verification of terms and payment structure
• Ensuring correct description of the property
• Identification of risks and unclear formulations
• Advice before signing
• Adaptation of agreements for special conditions

What is important in a purchase agreement?

A purchase agreement should clearly and correctly regulate the central parts of the transaction to ensure the parties’ rights and obligations under Spanish law.

Parties

Full identification of buyer and seller, including identity details (e.g., NIE) and authority to enter into the agreement.

The Property

A correct and complete description of the property, including details according to the Registro de la Propiedad, as well as its actual and legal status.

Purchase Price and Payment

Agreed price, payment structure (e.g., down payment via arras), payment method, and terms for final payment.

Timeline

Clear dates or conditions for access and completion of the final transfer.

Contents of the Purchase

What is included in the transfer, such as fixtures, installations, or other assets linked to the property.

Terms and Conditions

Any special conditions, such as financing terms, results of due diligence, or other prerequisites that must be met before the purchase is finalized.

Responsibility and Risk Allocation

Regulation of liability between the parties, including handling of any defects, debts, or deficiencies discovered before or after access.

Unclear or incomplete agreements can lead to uncertainty regarding rights and obligations and increase the risk of disputes or financial consequences.

How it works

1. Review of the agreement

We analyze the agreement and identify legal risks and ambiguities.

2. Adjustment or drafting

We ensure that the agreement is correctly drafted and adapted to the situation.

3. Advice before signing

You get a clear picture of what the agreement entails and what consequences it may have.

4. Follow-up

We provide support until access and, if necessary, thereafter.

Common situations

This service is particularly relevant for those who:

• Are buying a home in Spain and want to ensure that the agreements are legally correct
• Want to review an arras agreement and understand its legal effects before signing
• Are making a remote purchase and need to ensure that terms and documentation are correctly handled
• Want to ensure that the agreement structure is adapted to Spanish law and your specific situation
• Are unsure about terms, formulations, or what rights and obligations the agreement entails

Common mistakes to avoid

• Signing agreements without legal review, especially arras agreements which can entail binding legal effects
• Unclear or incomplete terms regarding payment, down payment, and access
• Incorrect or deficient description of the property, including discrepancies between the Registro de la Propiedad, Catastro, and the actual situation
• Lack of protective clauses, for example, related to financing, due diligence, or identified risks
• Misunderstanding the legal consequences of the agreement, especially regarding the possibility of withdrawing from the agreement and financial implications
• Not regulating responsibility for debts, fees, or deficiencies related to the property before and after access

These deficiencies can significantly impact the entire transaction.

Why choose us?

• Experience in property purchases in Spain
• Knowledge of contract law in real estate transactions
• Clear and practical advice
• Structured handling throughout the process

Take the next step

Do you want to ensure that your purchase agreement in Spain is correctly drafted?

Contact us for a review or drafting of agreements before your purchase.