Compromesso: the preliminary contract to buy in Italy

Why a preliminary contract exists

The Agenzia delle Entrate gives two typical reasons: the buyer is still looking for a mortgage, or the seller is waiting for a new home to be delivered. Signing the deed on the day is not always possible, so the parties tie themselves first. Article 1351 of the Civil Code says a preliminary contract is void unless made in the same form the law requires for the final one; and article 1350 requires a written instrument for contracts transferring real estate. In practice, a spoken promise to sell a house is worthless.

What it should contain

The notariato lists the elements: the price, the identity of the property with its address and a detailed description (floors, rooms) using up-to-date cadastral information, the date of the final contract, and the mutual obligations to be fulfilled before handover. Add what the offer already said: the deposit and its nature, the mortgage condition, who pays which costs, the state of the building’s papers. Cadastral and planning data are not formalities: see cadastral search and planning compliance. The deposit regime is explained in the caparra guide.

Registration and taxes

The Agenzia delle Entrate states the following:

• the preliminary must be registered within 30 days of signing (the term was 20 days before decree-law 73/2022); when a notary draws it up, the notary does it;
• the registration tax is a fixed €200, whatever the price, plus stamp duty: €16 per four pages and in any case per 100 lines, or €155 if the contract is a public deed or an authenticated private agreement;
• if it provides for a caparra confirmatoria or advances on the price not subject to VAT, a proportional tax of 0.5% is due on those sums for contracts signed from 1 January 2025, or the tax applicable to the final contract if lower;
• the tax paid is credited against the principal tax due on registering the final deed.

Calculation, not a quote: on a €30,000 deposit, 0.5% = €150, in addition to the fixed €200. For contracts signed up to 31 December 2024 the agency states that advances were taxed at 3% and deposits at 0.5%. The notariato’s English page still quotes the 3% figure, which the agency’s page shows is outdated for 2025 contracts. Where the sale is subject to VAT, an advance is invoiced with VAT and a deposit is not.

Transcription: the protection many buyers skip

Because the preliminary creates only a legal obligation, the Agenzia delle Entrate warns that the seller could sell the same property to someone else, grant a usufruct or suffer a mortgage; the buyer could then claim only damages. The law offers transcription of the preliminary in the land registers (Civil Code art. 2645-bis). For it, the act must be a public deed or a private agreement with authenticated or judicially certified signatures, so a notary must take part. The agency adds that, on top of registration tax and the €155 stamp duty, the buyer pays €200 mortgage tax and €35 mortgage fees.

Effect: under article 2645-bis, when the final deed is later transcribed, it prevails over transcriptions and registrations made against the seller after the preliminary. The effect lapses if the final deed (or the court claim for specific performance) is not transcribed within one year of the date agreed for the final contract, and in any case within three years of the transcription. The notariato advises a notarial preliminary where advance payments are substantial, the time before the deed is long or the seller may become insolvent.

If the seller refuses to sign

Article 2932 allows the other party, where possible and unless excluded, to obtain a judgment that produces the effects of the contract not concluded; a buyer who seeks it must perform or offer his or her own part, namely pay the price. This is a court route, not a quick one, and the deposit rules offer an alternative: see the caparra guide.

Homes still to be built

Legislative decree D.Lgs. 122/2005 protects buyers who are private individuals of a property “to be built”. At the signing, or earlier, the builder must provide a surety (fideiussione) for the sums collected and still to be collected before ownership transfers, on pain of nullity that only the buyer can invoke (art. 2). The preliminary must be a public deed or authenticated private agreement and (art. 6) must include, among other things, the description of the property, the technical characteristics, deadlines for building, the price and payment means by traceable transfer, details of the guarantee, any mortgages and the building permit.

Which professional to consult

A notary can draft the preliminary and decide whether to transcribe it. A real estate agent usually prepares the private version and, the Agenzia delle Entrate says, must have it registered when the deal goes through the agent. A surveyor can check the papers on the building.