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Preliminary sale agreement template for Slovenia

Preliminary sale agreement with depositPredpogodba za prodajo nepremičnine z aro

A written contract in which the seller and the buyer undertake to sign the sale contract by a set date, at an agreed price and on agreed terms. The buyer pays a deposit (ara) that counts towards the price. If one side refuses to sign, the other can keep the ara or claim double, or ask the court to order signature.

Use it when the parties agree on the property and the price but cannot sign the sale contract yet, for example because the buyer waits for a loan, the seller must clear a mortgage, or the municipality must first waive its pre-emption right. If nothing blocks the sale, many parties skip this step and sign the sale contract (prodajna pogodba) at once. Ask a notary or a lawyer to review it. Do not use it for a new home bought from the investor: ZVKSES then caps the ara at 10% and requires a bank guarantee or an escrow account.

Reviewed October 28, 2026. Not legal advice. Have a notary or lawyer check your case before you sign.

Key facts

Applies to
Whole country. For a new home bought from the investor, the Buyers of Flats and Single-Dwelling Houses Protection Act (ZVKSES) adds mandatory rules.
Form
Written, because the main contract must be written (OZ, art. 33(2) and 52).
Binding effect
Binds if it contains the essential terms of the sale contract: the property and the price (OZ, art. 33(3)).
Refusal to sign
The other party can ask the court to order signature within 6 months of the agreed date (OZ, art. 33(4) and (5)).
Ara
Counts towards the price (OZ, art. 64).
Ara on default
The receiver may keep it if the payer defaults. The payer may claim double if the receiver defaults (OZ, art. 64 and 65).
Excessive ara
A court may reduce it on request (OZ, art. 65(4)). For a new home from an investor it may not exceed 10% of the price (ZVKSES, art. 11).
Municipal pre-emption
The municipality has 30 days from receipt of the offer to accept. It has no right on a flat in a condominium (ZUreP-3, art. 200 and 201).
Transfer tax
2% of the price. The seller owes it unless the buyer agrees to pay. Return within 15 days of the sale contract (ZDPN-2, art. 5, 9 and 11).
Ownership
Passes only on registration in the land register, based on a registration consent with a certified signature (SPZ, art. 23 and 49).
Condominium debts
The charge on the flat is capped at 5 times the minimum reserve fund contribution (SPZ, art. 120).
Hidden defects
Notify within 8 days of finding one. No seller liability for defects that appear over 6 months after handover, unless agreed (OZ, art. 462).

The document

Text shown

You sign the Slovenian version. The English version helps you understand it. Your answers fill both.

Preliminary sale agreement with deposit

  1. 1.Parties

    1. 1.1

      Seller: Seller (hereinafter: the seller).

      Give each party's full name, address, EMŠO or date of birth, and tax number. Add each buyer's citizenship. Name sellers as in the land register.

    2. 1.2

      Buyer: Buyer (hereinafter: the buyer). The parties conclude the following preliminary agreement.

      A buyer from a state outside the EU, EFTA and OECD needs a reciprocity decision from the Ministry of Justice, or cannot buy at all. Check before signing.

  2. 2.Property

    1. 2.1

      The seller states that the seller is the registered owner of the property Description of the property, at Address, with the identifier Land register identifier, in the share: Seller's share (hereinafter: the property).

      Give the type, floor, rooms, net floor area in m², parking space and cellar. Give the identifier (identifikacijski znak) of each part of the building or plot.

    2. 2.2

      On the date of signature of this agreement, the land register shows: Entries in the land register. The seller will clear the registered charges that the buyer does not take over as follows: How existing mortgages will be cleared.

      List mortgages, easements and notes, and attach a land register extract of the same day. A pending entry (plomba) is an undecided application: ask what it is.

  3. 3.Purpose of the agreement

    1. 3.1

      The parties undertake to conclude a sale contract for the property (the main contract) on the terms of this agreement no later than Deadline to sign the sale contract. The main contract will contain the seller's unconditional registration consent for the registration of ownership in the buyer's name.

      The registration consent can sit in the sale contract or in a separate document. The notary may hold it until the price is paid.

  4. 4.Price

    1. 4.1

      The price of the property is EUR Price in euros, in figures (in words: Price in words, in Slovenian euros) and is agreed as final.

    2. 4.2

      The buyer pays the price, less the ara paid, as follows: How the balance is paid.

      With notarial escrow, the notary pays the seller and any mortgage bank, and gives the buyer the certified registration consent, once the full price is in.

  5. 5.Deposit (ara)

    1. 5.1

      On signature of this agreement, the buyer pays an ara of EUR Ara into account Account that receives the ara as a sign that the agreement is concluded. When the main contract is concluded, the ara counts towards the price.

      Pay the ara to the seller's IBAN or to the notary's escrow account.

    2. 5.2

      If the main contract is not concluded for reasons for which the buyer is responsible, the seller may keep the ara. If the main contract is not concluded for reasons for which the seller is responsible, the buyer may claim double the ara. The parties' other rights under the Obligations Code remain unchanged.

      This follows OZ, art. 65. The injured party may instead claim performance and damages.

    3. 5.3

      If the main contract is not concluded because a condition precedent in this agreement is not met, or because the municipality exercises its pre-emption right, and neither party is responsible, the seller refunds the ara in one payment within Days to refund ara if a condition fails days.

    4. 5.4

      Optional

      Either party may withdraw from this agreement until Deadline to sign the sale contract. The ara serves as a withdrawal fee: if the buyer withdraws, the buyer loses it; if the seller withdraws, the seller returns double.

      Keep it only if both parties want a paid way out (OZ, art. 68). Without it, neither party can escape the agreement by giving up the ara.

  6. 6.Conditions precedent

    1. 6.1

      Optional

      The buyer's obligation to conclude the main contract depends on the buyer obtaining approval of a housing loan of EUR Loan amount no later than Deadline to obtain the loan. The buyer informs the seller in writing without delay when the loan is approved or refused.

      Keep it if any part of the price depends on a loan. Attach the bank's refusal if the condition fails.

    2. 6.2

      Optional

      If the property lies in a pre-emption zone of the municipality or the state, the seller will offer it to the holder of the pre-emption right on the terms of this agreement before the main contract is concluded. If the holder exercises the right, this agreement ends.

      Not needed for a flat in a condominium. The municipality's location information certificate (lokacijska informacija) shows if a pre-emption zone applies.

  7. 7.Seller's statements and obligations

    1. 7.1

      The seller states that, apart from the registered charges, there are no other third-party rights over the property, that no court or administrative proceedings concern it, and that it is not subject to a lease, except: Leases on the property.

      If the property is let, give the tenant and the lease end date.

    2. 7.2

      Before the main contract is concluded, the seller will give the buyer a valid energy performance certificate, the manager's certificate of unpaid charges for a unit in a multi-unit building, and proof that electricity, water, heating and utility bills are paid.

      In a building with over 2 owners and over 8 units, unpaid management costs and reserve fund contributions are a charge on the flat. The buyer can owe them.

    3. 7.3

      The buyer has inspected the property. The seller is liable for material and legal defects of the property under the Obligations Code.

      The 6-month limit for hidden defects applies unless the contract sets a longer period (OZ, art. 462). Agree a longer period here if you want one.

  8. 8.Handover

    1. 8.1

      The seller hands the property over to the buyer, vacant of persons and belongings, on Handover date, but not before the full price is paid. The parties record the handover in a report with meter readings and a list of the keys handed over.

  9. 9.Taxes and costs

    1. 9.1

      The real estate transfer tax is paid by the Who pays the 2% transfer tax. The other costs are shared as follows: Other costs. The main contract is drafted, or the signatures on it are certified, by the notary Notary.

      No transfer tax applies if the sale of a new building is subject to VAT (ZDPN-2, art. 4). Other costs: notary, land register fee, lawyer, agent.

  10. 10.Claim to conclude the main contract

    1. 10.1

      If one party does not come forward to conclude the main contract by the agreed deadline, the other party may, within six months of the deadline, ask the court to order the defaulting party to conclude it.

      This restates OZ, art. 33(4) and (5). The ara rules above still apply.

  11. 11.Final provisions

    1. 11.1

      Amendments to this agreement are valid only in writing. The Competent court has jurisdiction over disputes.

      Usually the court where the property lies.

    2. 11.2

      This agreement is drawn up in Number of signed copies identical copies and takes effect when both parties have signed it.

  12. 12.Signatures

    1. 12.1

      Place and date: Place of signature, Date of signature. Seller: ____________________ Buyer: ____________________

Formalities

  1. The predpogodba must be in writing, because the sale contract it prepares must be in writing.
  2. Both parties sign it, and each keeps a signed copy. No notary, registration or tax applies to the predpogodba itself.
  3. The later sale contract must contain the seller's registration consent (zemljiškoknjižno dovolilo). A notary must certify the seller's signature on it.
  4. The notary certifies it only after the seller shows that the 2% transfer tax is paid.
  5. The seller files the tax return with FURS within 15 days of the sale contract.
  6. In a municipal pre-emption zone, the seller must first offer the property to the municipality, which has 30 days to answer. Flats in a condominium are exempt.
  7. The notary checks the municipal offer before certifying the signature. A sale that skips it is void (ZUreP-3, art. 201).
  8. Co-owners also have a pre-emption right (SPZ, art. 66).

Common mistakes

  • Paying the ara to a seller you have not checked. Read the land register extract first, and prefer payment to the notary or an escrow account.
  • Leaving out the deadline for the sale contract. Without it, the 6-month window to go to court is hard to count.
  • Forgetting the loan condition. Without it, a refused loan is your risk, and you can lose the ara.
  • Setting an ara so high that it works as a penalty. A court can reduce it, and the dispute delays the sale.
  • Ignoring an existing tenant. A lease continues after the sale, and the buyer becomes the landlord (SZ-1, art. 107).
  • Accepting a sale contract without a registration consent, or with one the seller has not had certified. The buyer then cannot be registered as owner.
  • Skipping the municipal pre-emption offer for a house or land in a pre-emption zone. The sale contract is then void.

Legal basis

Sources

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