The Spanish property purchase contract: what you sign, and when you are bound

Four different documents can carry the word "contract" in a Spanish property purchase, and they bind you in very different ways. Buyers who assume the first one they sign is provisional often discover otherwise. This guide explains what each document does, at what point you are legally committed, and which clauses deserve a second reading before you put your name to them.

Four documents, four levels of commitment

A purchase typically moves through a reservation agreement, an arras contract, a private purchase contract and finally the public deed. Not every transaction uses all four — a developer may fold the reservation and the private contract into one document — but the sequence of commitment is the same. Ownership itself does not change hands until the last of them.

The reservation agreement (contrato de reserva)

The reservation takes the property off the market for a defined period, usually two to four weeks, while your lawyer carries out checks. It is not a category defined in Spanish law; it is simply a private agreement, which means its terms are whatever the parties write down. The single most important question is what happens to your money if the legal checks reveal a problem. A reservation that makes the deposit non-refundable in all circumstances leaves you paying for the seller's defects.

The arras contract, and the rule that cuts both ways

The arras contract is where most buyers first become seriously committed. Under article 1454 of the Spanish Civil Code, where a deposit is agreed as arras penitenciales, either side may withdraw: a buyer who pulls out forfeits the deposit, and a seller who pulls out must return double.Código Civil

That symmetry matters, and so does the wording. Spanish law recognises more than one kind of arras, and only the penitenciales variety carries this withdrawal right. If the contract does not say which type applies, the courts may read it as confirmatory — meaning the sale is binding and withdrawal is a breach rather than a priced exit. Ask your lawyer to confirm in writing which type your contract creates.

The private purchase contract (contrato privado de compraventa)

This is the full agreement between buyer and seller: price, payment schedule, completion date, what is included, and what happens if either side fails to perform. It is binding between the two of you, but it does not make you the owner and it is not visible to third parties unless it is registered. For an off-plan purchase this is also the document that sets out the construction milestones and the stage payments attached to them.

When ownership actually moves

Ownership transfers on signing the public deed of sale before a notary, because the deed is treated as delivery of the property.Código Civil The notary verifies identity and capacity, reads the deed, and checks the registry entry immediately before signing. Registration afterwards at the Land Registry is not what makes you the owner, but it is what protects you against competing claims from third parties.Registro de la Propiedad Do not treat it as optional paperwork.

What an off-plan contract must contain

Buying before completion adds a layer of protection that is worth checking clause by clause. Under the Building Regulation Act, sums a buyer pays on account before the building is finished must be secured by a bank guarantee or an insurance policy and held in a separate account used only for the construction.Ley de Ordenación de la Edificación The same statute sets the warranty periods that run from completion: ten years for structural defects, three for defects affecting habitability, and one for finishes.Ley de Ordenación de la Edificación

A contract that takes stage payments without naming the guarantor and the account is not offering you that protection, whatever else it says.

Clauses worth reading twice

Completion dates in off-plan contracts are often expressed as an estimate with a grace period; check what remedy you have if the period expires. Look for who bears the cost if the first occupation licence is delayed, whether the developer may vary materials or layout, and how any mortgage subrogation is handled. Check too that the description of the property matches the registry entry and the plans annexed to the contract — a discrepancy in surface area is far easier to resolve before signing than after.

Before you sign

Appoint a lawyer who is independent of the seller, the agent and the developer, and have them run the registry check, the planning check and the charges check before any money moves. Nothing in this guide is legal advice; it describes how the documents work so that you can ask better questions of the professional who advises you. For the wider process — NIE, taxes, mortgages and completion — see our guide to buying new-build property in Spain.