Are there formal requirements regarding the content and structure of a sale and purchase contract relating to real estate (SPA)?
A public deed must be executed, before a notary. Full identification of the parties, the object, price and other conditions must be included.
If the transaction does not involve the state or any other public authority, Parties typically execute first a promissory agreement and only after the deed is signed.
A public deed is required. There are no formal requirements regarding the content or structure of a deed transferring title, except an indication that both the buyer and seller are willing to carry out the transaction and can legally do so. SPAs are drafted by notaries, but they must provide for buyer intention to purchase, seller intention to sell, and the price.
Yes. The contract must be in writing and signed by each party. It should contain all the terms of the sale including details of the land to be sold and the price, as well as the settlement date and any other documents required to be executed by the parties to give effect to the overall transaction.
In addition, legislation applies in some Australian states for the disclosure of certain prescribed documents within the form of contract. Apart from these restrictions the general form of contract may take any form.
A typical contract includes all relevant commercial details such as the real estate being sold, the purchase price, deposit, date for completion, representations and warranties.
It may also contain provisions regarding how the property will be managed between execution of the contract and completion, and how income and outgoings will be allocated between the buyer and seller at the date of completion.
Contracts also contain provisions relating to the passing of risk and insurance issues and what happens if the property is damaged before completion.
Most states and territories have industry-body-approved standard contracts of sale for residential property and commercial property. These are widely used.
However, for complicated assets or high value transactions, specifically tailored contracts are used in lieu of the industry body approved forms.
There are no formal requirements regarding the content and structure of a sale and purchase agreement contract relating to real estate (SPA). The parties are generally free to structure the contract as they wish, except for certain legal requirements. A share purchase agreement does not have to be notarised. The share transfer is effective when the share transfer is recorded in the company’s share register.
If an asset purchase, the agreement is contained in a deed which is formalized in the presence of a notary public within four months of the signing of the initial agreement. Presentation to the Administration of Legal Security and payment of duty is required within the same four-month period. This obligation does not apply to share purchase agreements.
Asset and sale purchase agreement are negotiated instruments between the parties.
Common features of both asset purchases and share purchases include a description and the identity of the parties, details of the real estate or shares being bought and the price. If these elements are absent the purchase agreement is void.
Yes. Under the Rights in Rem Act and the Law on Obligations, the sale contract must be concluded in writing. All purchase agreements affecting real estate must be concluded in the form of a notarial deed. The purchase agreement must be registered in the land registry
It should contain the following essential elements:
As a rule, real estate acquisitions must be executed by public deed. The sale and purchase deed usually follows a typical structure which includes certain standard clauses regarding the property description, history, legal status (detailing any encumbrances), price, payment method, transfer of possession, among other standard provisions.
There are, however, two exceptions to this rule, allowing the execution by contract: execution of fiduciary sale agreement (alienação fiduciária), which are mainly executed by financial institutions; and transactions of properties whose value does not exceed the amount equivalent to 30 minimum wages.
What is a typical contract or SPA in Brazil like?
The deed will describe the parties, the property, how the property was acquired, the existing debts in name of seller, representations and warranties, purchase price and payment terms, the identity of the real estate and its official designation, conditions relating to the sharing of risks and benefits, scheduling the required certificates and evidence that the due taxes have been paid.
In almost all situations, a contract for the sale of land must be in writing and signed by each party to be enforceable. In addition, it must contain certainty on the description of the land being sold, the purchase price and the identity of the parties. Finally, as with all contracts, there must be exchange of something of value, called ‘consideration’.
A typical contract includes all relevant commercial details such as the real estate being sold, the purchase price, deposit, date for completion, representations and warranties.
Contracts also typically contain one or more conditions for the benefit of either party which must be satisfied or waived before a transaction becomes legally binding on the parties, often referred to as a ‘firm deal’.
Contracts may also contain provisions regarding how the property will be managed between execution of the contract and completion, and how income and outgoings will be allocated between the buyer and seller at the date of completion.
Contracts also contain provisions relating to the passing of risk and insurance issues and what happens if the property is damaged before completion.
Most provinces and territories have industry-body-approved standard contracts of sale for residential property and in some cases for commercial property. These standard form contracts, particularly contracts for residential property, are widely used. In the residential context, it is common that the contract of purchase and sale is completed by realtors before the parties’ lawyers are involved.
However, for complicated assets or high value transactions, specifically tailored contracts are used in lieu of the industry body approved forms.
Under Article 16 of the Administrative Measures for the Sale of Commodity Houses (2001), sales of commodity houses (being all real estate that is available on the open market) must be in written form and include the following terms:
Article 12 of the Contract Law of the PRC sets out the requirement that contracts include key terms, including the designation of the parties, the quality and quantity of goods, time, place and manner of performance, liability for breach of contract and means of dispute resolution.
The sale and purchase contract must be recorded in a public deed and signed by each party. Even though the parties are generally free to structure the contract as they wish, there are certain legal requirements that must be included in contract, such as:
In addition to these provisions, it’s typical for the contract to contain provisions relating to representation and warranties, penalties and confidentiality.
Finally, it’s worth mentioning that in Colombia, it’s common for real estate projects to be developed through trusts, which are the owners of the properties. In this case, it’s possible to maintain ownership of the property in the trust and transfer ownership of the fiduciary rights over the trust. The sale can be made in a private document, which can be freely agreed by the parties.
Under the Croatian Obligation Code and the Croatian Ownership and other Real Rights Act the contract/deed of transfer must be made in writing. The signature of the seller must be authenticated by a public notary.
The content of the contract is negotiable. However, the essentials of a purchase agreement include: the identity of the real estate, the purchase price and a statement by the seller agreeing to the transfer of ownership.
The deed of transfer must be made in writing and the signatures of the parties must be on the same page. The deed must provide full details of the property being transferred, and either what the purchase price is or how this will be determined.
In order to register the contract in the Cadastral Register, the parties' signatures must be authenticated by a notary public, local authority, attorney at law, or by another method prescribed by the Cadastral Act.
Any preliminary contract must take the same form as the final deed of transfer.
The transfer of title is effective upon registration of the buyer's ownership in the Cadastral Register.
The content of the contract is negotiable. In addition to the legal requirements, a typical contract includes the method of payment and details of any seller's warranties and representations relating to the property.
An agreement for transfer of real estate is governed by the general principles of Danish contract law, and there are no formal requirements in order for such agreement to be legally binding.
The share purchase agreement is subject to negotiation between the parties, but the agreement is usually based on market standards with relevant amendments. Depending on the type of transaction, the agreement will usually include detailed regulation on calculation of the purchase price, warranties, agreed limitations of liability and the closing process.
There are no formal requirements regarding the content or structure of a deed transferring title, except an indication that both buyer and seller are willing to carry out the transaction and can legally do so.
A typical real estate transfer contract consists of two parts and generally contains the following information:
The parties are completely free to structure the sale and purchase agreement to suit their own particular needs and the deal in question. The agreement will, however, always contain clauses identifying the property, specifying the purchase price and payment terms, rules on the transfer of title (including the grant of a priority notice of transfer and then registration of the notice in the land register). This ensures that the title will pass to the buyer rather than anyone else who claims to have an interest. In most agreements, the seller will permit the buyer to grant a charge over the property in order to secure funding. Note that the purchase of real estate as part of a share deal may also require notarization, for example if shares in a GmbH (a limited liability company) are acquired. Asset deals always require notarization.
The most important aspects of the document relate to payment of the purchase price and the transfer of an unencumbered title. For this reason the contract specifies certain conditions which must be fulfilled before the purchase price is payable, for example, the notary receiving confirmation that any existing charges relating to the property have been cancelled or will be cancelled against payment of (part of) the purchase price, that all necessary approvals (eg by the relevant public authorities) have been granted and that a priority notice of conveyance in favour of the buyer has been registered.
The seller provides a warranty that the property sold is free of certain legal or physical defects. However, the seller's statutory liability for property and construction defects is usually excluded, except in sales of newly constructed property. The seller has a statutory liability to provide valid title (which cannot be excluded).
Usually, possession of the property is transferred on payment of the purchase price, though ownership passes only after registration of the change of ownership in the land register.
Confidentiality provisions are unusual, but can be included at the parties' request.
An agreement to sell real estate (as an asset deal) is only binding once the agreement has been notarised.
Yes. The contract must be in writing and signed by each party. It must contain all the terms of the sale, including details of the land to be sold and the price, as well as the date when the transfer will take place and the documents to be entered into on that date. The contract must be signed by both the purchaser and the vendor. The contract is then exchanged, with the lawyers sending the documents signed by their clients to each other.
A typical contract sets out the date when the transfer will take place and the documents to be entered into on that date. It must contain all the important terms of the sale, including the:
The contract must be signed by both the purchaser and the vendor. The contract is then exchanged, with the lawyers sending the documents signed by their clients to each other. The contract may also contain provisions regarding how the property will be managed between exchange and completion, and how any income will be allocated between the purchaser and the vendor, particularly where completion will be some time in the future or if the sale concerns an investment property (such as a sale subject to tenancy).
Contracts invariably contain provisions relating to insurance and what would happen if the property is damaged before completion.
In real estate transactions, payment of 3% to 5% of the purchase price as an initial deposit upon signing of a provisional agreement and 10% of the purchase price as a further deposit inclusive of the payment of the initial deposit upon signing of the agreement for sale and purchase is usual.
The deed of transfer must be made in writing. In order to register the transfer in the land register, the deed must be prepared by a notary or countersigned by an attorney-at-law or legal counsel (jogtanácsos). Further specific requirements are set out in the Real Estate Registration Act.
The content of the contract is subject to negotiation. However, essential elements include the purchase price and the description of the property (including the location and topographical lot number), details of payment, the date and method of handover, warranties, and the seller's consent to the registration of the buyer's title (this is, however, usually contained in a separate document).
Yes. The contract must be in writing and must be signed by vendor and purchaser, or their authorized agents.
Virtually all contracts for the sale of land are in the form of the Law Society of Ireland Conditions of Sale (2023 Edition), a 28-page document containing the following:
Virtually all contracts for the sale of land are in the form of the Law Society of Ireland Conditions of Sale (2023 Edition), a 28 page document including the following:
It might also contain provisions regarding how the property will be managed between exchange and completion, and how any income will be allocated between the buyer and the seller, particularly where completion will be some time in the future or if the sale concerns an investment property.
Contracts also invariably contain provisions relating to insurance and what would happen if the property is damaged before completion
In real estate transactions, payment of a 10% deposit on exchange of contracts is usual.
A typical Share Purchase Agreement will include details of the property owned used or occupied by the target company and real estate warranties agreed between the parties to the SPA.
The deed of transfer for a real estate asset must be made in writing and authenticated by a public notary.
The content of the contract is negotiable but essential elements must be included:
Certain formal requirements must be met when the contract is signed in front of a public notary. The means of payment must also be indicated in the notarial deed, as well as details of the real estate agent involved in the transaction and the agency fee.
The urban designation certificate (CDU) issued by the municipality in which the property is located must also be attached to the transfer deeds of lands/greenfield and/or when the lands constitute an appurtenance to buildings to be sold, provided that, in such a case, that the total area of the land is higher than 5,000 square meters, otherwise the deed is void.
Finally, the relevant energy performance certificate (APE) must be attached to the transfer deed.
No. There are no formal legal requirements regarding the content and structure of an SPA relating to real estate. The parties are therefore free to determine the content and structure of the SPA. The real estate broker must explain to the parties all important matters relevant to the property in writing before execution of the SPA, and must deliver to the parties a document containing certain information specified by the Real Estate Brokerage Act upon execution of the SPA.
The sale and purchase contract relating to real estate must include:
For business real estate transactions, Dutch law gives no further requirements. However, of the buyer is a private individual and the property is a residence, it is required that the SPA be entered in written form.
A typical contract or SPA will include clauses regarding the following:
The Property Law Act 2007 states that the agreement must be written and signed by both parties. However, there are instances where other forms of agreement may be enforced if there is a lack of written agreement but there have been clear actions in reliance (called part performance).
In most cases, the ADLS/REINZ standard form Agreement for Sale and Purchase of Real Estate is used. This agreement sets out the terms of the sale and includes: a description of the property, the price, deposit, significant dates, access rights, any chattels to be included, representations and warranties, conditions and any other matters needed for the effective transfer of the property.
Agreements for commercial properties or other more complex transactions may include more bespoke and negotiated terms to fit the requirements of the transaction.
An agreement for the sale of property must be in writing and by deed, it must also state the date of the transaction, details of the parties, describe the exact property, recite the root of title, state the consideration or purchase price, be properly executed by authorized persons and duly witnessed.
The parties are at liberty to agree on the terms of the transaction and the warranties which each undertake to provide to the other party.
The features of typical agreement states the parties full identity and details, the title history of the property, its location and description including the area of land it is comprised, the agreed purchase price and mode of payment (lump sum or instalment), residue of the term of years, sellers warranties to deliver possession, undisturbed enjoyment and assist with all information toward the registration of the buyers interest, delivery of sellers title deeds and other property documents to the buyer, indemnity against defects in title and provision for dispute resolution.
A legally binding agreement can be entered into either in writing or verbally. Often an estate agent or a lawyer will draft the contract for the sale and purchase.
The sale and purchase is effective immediately after the signing or verbal acceptance of the agreement, without any further activity being necessary (such as handover or registration in the Land Register).
The specific content of a contract is negotiated on a case to case basis. However, such negotiations are often carried out on the basis of a standard-form contract.
Professional parties (companies etc) often opt to contract out of the Alienation Act, although some elements of the Alienation Act are mandatory if the buyer is an individual.
The essential elements of the contract comprise:
A real estate SPA should be concluded in the form of a notarial deed. The SPA transferring ownership of land or a right of perpetual usufruct cannot be made conditional or limited in time. Breach of these requirements will render a transaction null and void.
Under the Polish Civil Code, the SPA must contain two mandatory elements, namely a precise description of the real estate concerned and the purchase price. Other elements of the SPA, such as warranties given by the seller, are optional and can be agreed between the parties.
A typical contract will be in the form of notarial deed and will include the following:
An SPA can be executed as a public deed or through an authenticated private document, subject to some formal requirements, including the registration in the Land Registry Office.
In Portugal, the parties are free to structure the SPA as they wish and there is no standard form mandatorily imposed. In any case, the SPA provisions should include full and exact description of the property in terms of registration number with the Land Registry Office, number of registration with the Tax Services, reference of the relevant license and the full description of the all conditions of the business (price, payment, liabilities).
Property and other rights over real estate (ie rights in rem) can be transferred or created only through agreements authenticated by a notary public.
Non-compliance with these legal requirements renders the relevant agreement null and void.
The contractual provisions that must be included in all sale and purchase agreements affecting real estate refer to: the parties, the identity of the property, the price and the obligation to sell and purchase the property.
The other provisions of the agreement can be freely negotiated between the parties. It may also contain provisions regarding the property transfer date, the allocation of risk, timing of payments, costs, physical condition, encumbrances, guarantees, insurance etc.
The sale of a building separately from the land where the seller owns both, gives the buyer the right to register a right of superficies in the Land Book even if such a right was not expressly granted to it in the sale and purchase agreement.
Contracts relating to the transfer of real estate must be made in writing and must contain, at a minimum, the following essential requirements:
The signature of the seller on the sale and purchase contract must be verified by a public notary as part of the registration of the transfer with the Cadastral Registry or the respective sale and purchase contract can be authorized by the lawyer. Where a contract for the transfer of real estates is concerned, the act of volition of the parties shall be contained in the same document.
The sale and purchase agreement must be registered with the Cadastral Registry.
Contracts concluded under the Act on the Ownership of Apartments and Non-residential Premises and the Act on the Leasing and Sub-leasing of Non-residential Premises must satisfy the specific requirements of those Acts, which are even more complex than those applying to plots of land and constructions. This is mainly because when a flat or apartment is sold, the co-ownership rights relating to the common areas of the building are also transferred at the same time.
Representations and warranties have become more common. Although their enforceability under Slovak law is questionable, making provision for suitable remedies may decrease the risk connected with a real estate purchase, especially in relation to environmental liabilities.
A typical contract for the sale and purchase of real estate will contain, as a minimum, the following essentials:
Special requirements apply to contracts for the sale and purchase of flats under the Act on the Ownership of Apartments and Non-residential Premises, and for leasing and subleasing of non-residential premises under the Act on the Leasing and Sub-leasing of Non-residential Premises.
In Spain there is a principle of freedom of agreement between parties, providing they do not contravene any law or moral code, or pose a threat to public order. It is not mandatory for a real estate purchase and sale agreement to be made in writing, although a written contract is highly recommended and should be signed in front of a public notary and registered with the property registry. A preliminary sale agreement (contrato privado) should include the main clauses, even if not the full content, of the final deed.
The content of the contract is negotiable. However, essential elements include:
Certain formal requirements must be met when the contract is signed in front of a notary.
Yes, there are some formal requirements for the structure of the sale and purchase agreement. According to the Real Property Code, the sale and purchase agreement and/or the bill of sale must contain information regarding the real property designation of the real estate, a declaration by the seller regarding its transfer to the buyer, and the purchase price paid by the buyer. The seller and the buyer must sign the sale and purchase agreement and the bill of sale. The seller's signature must also be witnessed by two other people.
The content of the sale and purchase agreement is subject to negotiation and the parties are free to agree upon guarantees etc, for example in respect of the seller's liability for defects. However, essential elements include the identity of the parties; the identity of the real estate and its official designation; the seller's declaration regarding the transfer; the date when the buyer will assume title and ownership; the purchase price and how payment is going to be made, including details of any down payments; insurance; conditions relating to the sharing of risks and benefits; the seller's representations and warranties; and approval from the relevant rent tribunal or County Administrative Board (Länsstyrelsen) where applicable.
In the absence of any specific agreement between the parties concerning the condition of the real estate, the seller may be liable to compensate the buyer (by means of a reduction in the purchase price) if the condition of the property proves to be different from what the buyer might reasonably have foreseen. In some cases the buyer may be entitled to annul the purchase agreement. However, under Swedish law a buyer of real estate has a far-reaching obligation to examine property prior to purchase. This is very important since a buyer may not claim compensation (a reduction in the purchase price) if they ought to have detected the defects when examining the real estate.
Claims must be made by the buyer within a 'reasonable time' of detecting any defects or of the date it is deemed that the buyer ought to have detected the defects. Claims relating to the purchase of real estate are ultimately subject to a limitation period of 10 years. In the case of commercial transactions it is common for the parties to agree to limit the seller's liability for defects.
Yes. There are standard forms of sale and purchase agreement in the case of
Under the Land Development Act, a sale and purchase agreement between the developer and its buyers must be made on the standard form provided by the Central Land Development Committee. If any part of the sale and purchase agreement does not accord with the standard form of the Central Land Development Committee and is not beneficial to the buyer, that part of the agreement will not be enforced.
Under the Condominium Act, a condominium unit sale and purchase agreement between the owner of the land and building and the buyer must be made on the standard form provided by the Minister. If the sale and purchase agreement does not follow the standard form and such information cannot be interpreted in such a way as to benefit the buyer, that part of agreement will not be enforced.
For all other sales and purchases, the parties are free to negotiate the terms as they see fit. However, the essentials of a sale and purchase agreement should include the parties' identities, details of the property to be sold, the purchase price and the date of registration for the transfer of ownership. On the registration date, the parties will enter into an official form of sale agreement and the agreement for the transfer of ownership will be registered with the competent official at the relevant land office for the area in which the land or real estate is situated.
Yes. The contract must be in writing and signed by each party. It must contain all the essential elements of the transaction (including the parties’ details, the property details, the purchase price and the timing for completion) and any details particular to the specific transaction. In a more complex commercial property, this may include details of leases the property is subject to, the details of any assignments of commercial contracts or warranties to be effected upon completion, etc The Abu Dhabi Land Registration Department and the Abu Dhabi Global Market Land Register do not require a particular form of contract to be completed by the seller and purchaser.
Yes. The contract must be in writing and signed by the parties to it. It must also contain all the fundamental terms of the transaction.
Yes. The contract must be in writing and signed by each party. It must contain all the terms of the sale, including details of the land to be sold and the price, as well as the date when the transfer will take place and the documents to be entered into on that date. Two copies of the contract are prepared: one is signed by the buyer and one by the seller. The contract is then exchanged, with the lawyers sending the documents signed by their clients to each other.
A typical contract sets out the date when the transfer will take place and the documents to be entered into on that date. It might also contain provisions regarding how the property will be managed between exchange and completion, and how any income will be allocated between the buyer and the seller, particularly where completion will be some time in the future or if the sale concerns an investment property.
Contracts also invariably contain provisions relating to insurance and what would happen if the property is damaged before completion.
In real estate transactions, payment of a 10% deposit on exchange of contracts is usual.
The contract must be in writing and normally takes the form of ‘missives’ or formal letters between the lawyers acting for the buyer and the seller. These formal letters constitute a formal offer to buy or sell the property (as appropriate) on the client's behalf.
The recipient of the offer will then issue a formal acceptance of its terms and at this stage the missives become legally binding on both buyer and seller. The offer will already have been negotiated in draft form and agreed in principle prior to this.
The contract must contain all the relevant terms of sale which the parties have agreed. Beyond this, there are no formal requirements regarding the structure of the contract.
The contract will set out:
If the sale is to be conditional on, for example, planning consent for a change in use or for works being carried out, this will also be provided for in the contract. If completion of the sale is some time in the future, or if the sale is of an investment property, the contract will also usually contain provisions regarding how the property will be managed between the conclusion of the missives and completion, as well as concerning the apportionment of income from the property between the buyer and seller.
Contracts also invariably contain provisions relating to insurance and what happens if the property is damaged or destroyed before completion. Where matters such as these are not contained in the contract, common law applies.
Real estate sale and purchase agreements must be made in writing and notarized in accordance with the applicable legislation. Ukrainian law stipulates that agreements must contain certain essential provisions, including details of the parties, the specific details of the property and the purchase price.
The parties to the agreement also generally execute an instrument of transfer and acceptance in relation to the real estate.
The content of the contract is negotiable.
Sale and purchase contracts for real estate (other than land) usually include the following:
Sale and purchase contracts involving plots of land should include the mandatory conditions necessary for the effective fulfilment of the agreement (location and size of the plot of land, its cadastral number, purchase price, encumbrances, terms of transfer, timing of the transfer, etc).
The contract must be in writing, signed by the parties, and must identify the property to be sold and the material terms of the transaction. State law will mandate any further particular requirements for the contract.
The sale and purchase contract usually describes:
Yes. The contract must be reduced to writing. It must cite the correct description of the property as per the title deed. The parties must be cited. The deeds office requires the date of birth and national identity numbers of the parties to be indicated on the contract. It should also state all the details of the sale: for example, the date, purchase price, signature of all parties and witnesses. Both parties also need to review all the contents and details of the contract before signing it.
A typical contract will set out the full particulars of the parties, the property, the purchase price, the payment method or terms, warranties and obligations of the parties, any conditions precedent that must be fulfilled before the transfer will be effected, address for the service of notices, the applicable law, arbitration and termination of the contract. It must be signed by the purchaser and the seller in the presence of two witnesses each.
