Preliminary Purchasing Agreement in Italy: Registered or Transcribed?

It is common practice in Italy for a real estate sale to be preceded by a preliminary agreement (also known as a “compromesso”), in which the parties commit to completing the sale at a future date—usually with the buyer paying a deposit. While this contract can be signed without a lawyer, having legal support is strongly recommended to protect your interests from the outset. When it comes to preliminary sale agreements, there are two main options:

1) Registered Private Preliminary Agreement

This is a privately signed contract between the parties that is then registered with the Italian Revenue Agency (Agenzia delle Entrate). Registration is a fiscal obligation, not a legal protection. It certifies the date of the agreement and confirms that it was signed, but it does not protect the buyer from third-party claims or changes in the seller’s intentions.

The taxation for the Registration is the following: Fixed Registration Tax €200 and Stamp duty of €16 for every 4 pages or 100 lines. There is then a "Proportional" tax which, depending on the case, will be 0.50% on the deposit (caparra confirmatoria) or 3.00% on any advance payment (acconto), if applicable.

2) Transcribed Preliminary Agreement Before a Notary

This is a notarised preliminary agreement, either authenticated or executed as a public deed. In this case, the property is immediately “blocked” in the Land Registry through transcription, creating what is known as a prenotative effect. This means that the effects of the final sale deed will retroactively apply from the date of the transcription, taking precedence over any subsequent claims or encumbrances.

Under Article 2932 of the Italian Civil Code, transcription also provides strong protection in case of breach: the buyer (if not in default) can request a court order to enforce the sale, even if the seller refuses to proceed. Regarding costs, at the time of the final deed, some costs incurred for the preliminary agreement can be deducted or offset. The registration tax (€200.00) paid for the preliminary agreement is deducted from the registration tax due on the deed (if purchasing from a private individual). Furthermore, for notary fees (usually between €1,000 and €2,000, but it depends on the notary), some notaries separate the preliminary agreement fee from the deed fee, applying a discount if both documents are handled by the same firm. The main protections offered by the transcribed preliminary agreement are therefore:

- Sale to a third party: If the seller changes their mind and sells to someone else, a registered preliminary agreement offers no protection. A transcribed one blocks the property, making the sale impossible.

- Legal disputes: If the seller is involved in litigation (e.g., with a former spouse or creditor), a registered agreement is vulnerable. A transcribed agreement protects the buyer from such claims.

- Mortgage or seizure: If the seller has unpaid debts and a mortgage or judicial seizure is recorded, a registered agreement offers no shield. A transcribed agreement ensures the buyer’s rights are preserved.

- Refusal to sell: If the seller backs out, only a transcribed agreement allows the buyer to obtain a court ruling that enforces the transfer of ownership.

In conclusion, only transcription provides the legal safeguards needed for a secure property purchase—especially when the deposit is substantial or there’s a long gap between the preliminary and final contracts.

Of course, transcription involves higher costs, so it’s essential to evaluate the risks and choose the most suitable option based on your situation. For personalised advice, contact us at: mail@arcalenis.com