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Preliminary sale agreement template for Spain

Preliminary sale agreement with penitential deposit (contrato de arras)Contrato de arras penitenciales (compraventa de vivienda)

The private contract that the buyer and the seller of a home sign before the notarial deed. It fixes the property, the price, the deposit (arras), the date of the deed and who pays which costs. With penitential arras either party can withdraw: the buyer loses the arras, the seller returns them double.

Use it between individuals once the seller has accepted an offer and the buyer has read a recent nota simple. It secures the sale while the buyer arranges the mortgage and the parties collect the documents for the notary. The law does not require a preliminary contract, but it is common. If you want a contract that neither party can leave by losing money, change the arras clause to confirmatory arras and take legal advice. When a developer sells a new home, use the developer's contract and have it checked.

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

Key facts

Applies to
Whole country under the Código Civil. In Catalonia, Book VI of the Catalan Civil Code applies: arras are confirmatory unless the parties expressly agree penitential arras.
Penitential arras
Either party may withdraw. The buyer loses the arras. The seller returns them double (Código Civil art. 1454).
Catalonia
A deposit is confirmatory arras unless penitential arras are expressly agreed (CCCat art. 621-8).
Deed costs by default
Seller pays the original deed (matriz). Buyer pays the first copy and later costs, unless agreed otherwise (Código Civil art. 1455).
Municipal capital gains tax (plusvalía)
Paid by the seller. If the seller is a non-resident individual, the buyer pays it as substitute (TRLRHL art. 106).
Non-resident seller
The buyer withholds 3% of the price and pays it to the tax office (TRLIRNR art. 25.2).
Community debts
The home answers for unpaid community charges of the current year and the 3 previous calendar years (LPH art. 9.1.e).
Transfer tax on a resale (ITP)
Usually between 6% and 10% depending on the region, paid by the buyer (Consejo General del Notariado).
ITP tax base
The price or the cadastral reference value, whichever is higher (TRLITPAJD art. 10.2).
ITP in Catalonia
10% up to €600,000, and 11% to 13% on the value above (Agència Tributària de Catalunya).
Delivery
Signing the deed of sale counts as delivery of the home unless the deed says otherwise (Código Civil art. 1462).

The document

Text shown

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

Preliminary sale agreement with penitential deposit (contrato de arras)

  1. 1.Parties

    1. 1.1

      At Place of signature, on Date of signature.

    2. 1.2

      On the one part, Seller's identity, hereinafter "the seller". On the other part, Buyer's identity, hereinafter "the buyer".

      For each owner and buyer: full name, ID document (DNI, NIE or passport), marital status and address. Add the seller's matrimonial regime and the buyers' shares.

    3. 1.3

      Both parties act in their own name and right, acknowledge each other's legal capacity to contract and bind themselves, and freely

  2. 2.Recitals

    1. 2.1

      I. That the seller owns outright the following property: Description of the home. Registered at Land registry details. Cadastral reference: Cadastral reference.

      Give address, floor, door, useful and built area, rooms, parking and storage room. Copy registry, volume, book, folio, finca, IDUFIR/CRU from the nota simple.

    2. 2.2

      II. That the seller holds it by the following title: Seller's title.

      Say how and when the seller acquired the home: deed date, notary and protocol number, or inheritance.

    3. 2.3

      III. That, according to the informative nota simple of the land registry, the property is subject to the following charges: Charges shown in the nota simple. The seller undertakes to cancel them at the seller's cost, at the latest when the deed of sale is executed, so that the property is transferred free of charges, encumbrances, tenants and occupants, and up to date in the payment of community expenses and of the property tax (IBI).

      The bank usually cancels a remaining mortgage at the deed, paid from the price. The notary and the bank arrange it.

    4. 2.4

      And that, the seller wishing to sell and the buyer wishing to buy the property described, they enter into this contrato de arras under the following

  3. 3.Price

    1. 3.1

      The sale price is Total price in euros, in figures euros (Total price in words euros), which the buyer will pay as follows: a) Arras euros on signing this contract, as arras, by transfer to account Seller's IBAN for the arras held by the seller, this document serving as receipt once the transfer is received; b) Balance to pay at the deed euros when the public deed of sale is executed, by bank transfer or bank cheque made out to the seller.

      Check that the account belongs to the seller. Arras plus balance must equal the price. The law sets no arras amount: agree it with the seller.

  4. 4.Nature of the arras

    1. 4.1

      Optional

      The sum paid is penitential arras under article 1454 of the Civil Code. If the buyer withdraws from the sale or does not appear to execute the deed within the agreed period, the buyer will lose the arras paid. If the seller withdraws or does not appear, the seller must return them double. When the deed is executed, the arras will be credited against the price.

      Keep this clause or the next one, not both. Penitential arras are the most common between individuals and let either party leave at a known cost.

    2. 4.2

      Optional

      The sum paid is confirmatory arras, as a sign that the contract is concluded and on account of the price. In case of breach, the party who performs may demand performance of the contract or its termination, with damages in both cases, under article 1124 of the Civil Code.

      Choose this clause instead of the previous one if you want neither party to be able to withdraw. A court can then order the sale. Take legal advice first.

  5. 5.Financing condition

    1. 5.1

      Optional

      The buyer plans to finance part of the price with a mortgage loan of Mortgage loan amount euros. If, despite applying in good faith to at least two lenders, the buyer does not obtain a binding offer before Latest date to obtain the loan and proves it in writing to the seller before that date, this contract will be terminated and the seller will return the arras in full within ten days.

      Delete it only if you pay from your own funds. Without it, a refused loan does not release you.

  6. 6.Public deed and delivery

    1. 6.1

      The public deed of sale will be executed no later than Latest date to sign the deed of sale before the notary Notary for the deed, chosen by the buyer. The buyer will notify the seller of the day and time of signing at least seven days in advance.

      Allow time for the mortgage and for the bank to cancel any existing mortgage. Name the buyer's notary and town.

    2. 6.2

      The seller will deliver possession of the property, free of occupants and with all its keys, when the deed is executed.

  7. 7.Documents

    1. 7.1

      The seller hands over now, or will hand over before the deed is signed, a copy of the seller's title deed, the last property tax (IBI) receipt, the registered energy performance certificate and, where regional rules require them, the habitability certificate and the building technical inspection report.

    2. 7.2

      For the execution of the deed, the seller will provide the certificate of the secretary of the community of owners, approved by the president, on the state of debts with the community, under article 9.1.e) of the Horizontal Property Act.

      Without this certificate the notary cannot authorise the deed unless the buyer expressly waives it. Do not waive it.

  8. 8.Costs and taxes

    1. 8.1

      The costs and taxes arising from the sale will be paid as the law provides. In particular, the tax on the increase in value of urban land (plusvalía municipal) will be paid by the seller, and the tax on the transfer and the registration costs will be paid by the buyer. The costs of cancelling charges will be paid by the seller.

      "Conforme a la ley" means the seller pays the original deed and the buyer the copies (Civil Code art. 1455). The parties may agree otherwise.

    2. 8.2

      Optional

      The property tax (IBI) for the current year will be shared between the parties in proportion to the time each owns the property.

      IBI falls due on 1 January for the whole calendar year (TRLRHL art. 75), so without this clause the seller pays the whole year. Proration must be agreed.

    3. 8.3

      Optional

      As the seller is not resident in Spain, the buyer will withhold 3 percent of the price at the deed and pay it to the Tax Agency on account of the seller's tax, under article 25.2 of the consolidated Non-Residents' Income Tax Act.

      Keep it only if the seller is a non-resident. If the 3% is not paid, the home stays liable for it after the sale.

  9. 9.Signatures

    1. 9.1

      In witness whereof, the parties sign this contract in duplicate and to a single effect, at the place and on the date stated at the beginning.

      Each owner and each buyer signs. The seller's spouse signs if the home is the family home.

Formalities

  1. A private document signed by all parties binds them. Every registered owner must sign.
  2. If the home is a married seller's family home, the spouse must sign too, even if the home belongs to one spouse only.
  3. A representative needs an authorised copy of a notarial power that allows the sale.
  4. Pay the arras by bank transfer and keep the receipt. The notary will record every payment in the deed.
  5. Make two originals, initial every page and sign the last one. A notary can review the draft free of charge before you sign.
  6. The private contract gives no access to the land registry or to a mortgage. The parties must still sign the deed of sale before a notary.
  7. The buyer then pays the regional transfer tax (ITP), or VAT and stamp duty, within the regional deadline: 30 working days or one month from the deed.
  8. Then the deed is registered in the land registry.

Common mistakes

  • Calling the deposit just "señal" or "arras" without its type. The type decides if a party can walk away by losing the money or can be forced to complete.
  • Leaving penitential arras unnamed. Name the type and cite article 1454.
  • Signing before you read a recent nota simple. Check that the seller is the registered owner and what mortgages, seizures or easements exist.
  • Forgetting the spouse. If the home is the seller's family home, the spouse must consent to the sale.
  • Paying the arras in cash or to an account in another name. Pay by transfer to the seller and keep proof.
  • Leaving out a loan condition when you need a mortgage. With penitential arras and no condition, a refused loan costs you the arras.
  • Buying from a non-resident without withholding 3% of the price. The buyer must withhold and pay it.
  • Waiting too long before the deed. Until the buyer registers the deed, the seller could sell the home again, and the first buyer to register prevails.

Legal basis

Sources

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