Purchase contract when buying property in Spain
In 30 seconds
A resale in Spain uses an arras contract, with a deposit of 10 to 20 % of the price. Spanish law recognises three types of arras contract, each with different consequences if the deal falls through. The contract must name the type, because if it says nothing, the default type is the one that is worst for the buyer.
| Arras penitencialesCivil Code art. 1454 | Arras confirmatoriasthe silent default | Arras penalesa hybrid | |
|---|---|---|---|
| What it is | A fixed-price right to walk away | An ordinary part payment | A penalty, plus the right to force the sale |
| If you walk away | You lose the deposit | They can still sue to complete | You pay the penalty, sale can still be forced |
| If they walk away | They return it doubled | You can still sue to complete | They pay the penalty, sale can still be forced |
| Choose this if | You want a simple exit at a known price | Neither side ever plans to walk away | You want something that discourages walking away more than a plain deposit does |
What contract do I sign, and what happens if I need to walk away?
You sign a contrato de arras. What happens if you walk away depends entirely on which of the three legal types the contract names. The contrato de arras is the private earnest-money contract used on a resale property. Buyer and seller sign it before the notary, and it sets the penalty if either side cancels the deal. The deposit is the substantial payment that follows the reservation and commits both sides to the sale, and Spanish practice treats it as earnest money rather than as a part payment you can walk away from. Arras is not the same as a Czech deposit. Depending on the type agreed, walking away can cost the buyer the deposit, and can cost the seller double that amount. This is a much bigger consequence than the word "deposit" suggests to a foreign reader.Article 1454 of the Civil Code describes the type most contracts use: arras penitenciales. If the buyer withdraws, they lose the deposit. If the seller withdraws, they must pay back double the deposit. This type lets either side simply walk away, at a fixed price. Two other types exist, and they work very differently. You can see all three set out in full beside this paragraph.If the contract does not say which type applies, Spanish courts are commonly said to default to arras confirmatorias. This is the version that does NOT let you simply walk away for the price of the deposit. This default rule is widely repeated in legal commentary. But article 1454 itself only governs arras penitenciales, and it does not state what happens by default when the contract is silent. The real default rule has not been confirmed against the official BOE legal text. For a buyer, the safest approach is to assume confirmatorias applies, until a lawyer confirms otherwise. This is exactly why the type must be a clear sentence in the contract, not left to assumption.
Which type of arras should I ask for?Arras penitenciales, if being able to walk away for a known price matters to you. This is also the type most Spanish estate agents and lawyers use by habit. So in practice, you are usually just asking your lawyer to confirm the word is in the contract, not asking for something unusual.
Is a new build different?
Yes. The document that follows the reservation on a new build is usually just called the private purchase contract (contrato privado de compraventa), not "arras". The Civil Code articles above do not govern it. Every payment you make to the developer before the building is finished must be covered, from the moment the building licence is granted, by a bank guarantee or insurance policy in your name, issued by an authorised bank or insurer. If the developer fails to deliver on time, the guarantee returns every euro you paid, plus statutory interest. This is a different kind of protection from a doubled deposit. Reaching completion on a new build typically takes anywhere from 2 months to 3 years, depending on the project’s own stage.The law that applies today is the first additional provision (disposición adicional primera) of Ley 38/1999, de Ordenación de la Edificación, as changed by Ley 20/2015. An older law, Ley 57/1968, used to cover this, and it is still named in a lot of older material online. It was repealed on 1 January 2016, and its content moved into the provision above. If a contract or an adviser still names the 1968 law, they are quoting a repealed law. This is worth noticing, not assuming it is harmless shorthand.
| Resale propertiesarras | New buildcontrato privado de compraventa | |
|---|---|---|
| Governing law | Código Civil, art. 1454 | LOE, disposición adicional primera |
| Typical amount at this stage | 10 to 20 % of the price | Set by the developer’s payment calendar |
| If they cannot deliver | Deposit returned doubled, if arras penitenciales was named | Every payment returned in full, plus statutory interest, under the guarantee |
| What your lawyer checks first | That the type of arras is named in the contract | That a real bank guarantee certificate exists for your specific payments |
How long from signing the contract to getting the keys?
On a resale, the whole journey from reservation to keys typically takes 1 to 3 months. Signing the arras contract usually happens around the middle of that time, once the legal due-diligence check, which itself takes roughly 2 to 4 weeks, has already cleared. On a new build, the same journey takes much longer, anywhere from 2 months to 3 years, because it depends on how far the project has progressed, not on a fixed calendar.Having a lawyer check the contract before you sign it, on either route, typically costs roughly ~1 % of the price. This is a small cost compared with what is at stake: a document that decides whether your deposit comes back at all, doubled or not.
What goes wrong at this stage, and how does a lawyer catch it first?
Almost nothing that goes wrong here is unusual. It is usually one of a short list of ordinary mistakes. Each one is cheap to catch before signing, and expensive to fix afterwards.
- Highest riskThe contract never says which type of arras appliesIt is commonly read as confirmatorias, which does not let you simply walk away for the price of the deposit.What to do insteadConfirm that the word "penitenciales", or the type you want, is written in the text.
- Worth pushing back onThe deposit is paid straight into the seller’s own accountIf the seller has already spent it, a court judgment for double the deposit is not the same thing as having the money back.What to do insteadAsk for a client or escrow account instead, especially because the seller may owe double the deposit back.
- Highest riskA new build’s bank guarantee is described as "automatic once you pay"The guarantee must exist for your specific payments, issued in your name, from the moment the building licence is granted. It is not just a general promise from the company.What to do insteadAsk for the individual certificate. Do not accept a marketing statement that a guarantee scheme exists.
- Worth pushing back onThe completion deadline has no consequence attached to missing itA date with no consequence attached is not a real protection on either route. It is only a hope.What to do insteadMake sure the contract states what happens to the money and the deal if the agreed date slips.
What to confirm before you sign the binding contract
Five things. Your lawyer should check these, not just read them once and trust them, because this contract fixes the real consequences of walking away.- Which type of arras is named, on a resale propertyThe word "penitenciales" (or an equivalent clear statement of the right to walk away for the deposit) has to be in the text, not implied. A bad version talks about "arras" generically and never names the type.
- Where the deposit really sitsA client or escrow account is a stronger position than money paid straight into the seller’s personal account, especially if the seller later has to return it doubled. A bad version names no account at all, just "paid to the seller".
- The bank guarantee certificate, on a new buildIt has to name your unit and your specific payments, issued by an authorised bank or insurer, not a general company brochure about guarantees. A bad version is a marketing statement that "all payments are guaranteed" with no certificate attached.
- The completion deadline and what happens if it slipsBoth routes should state what happens to the money and the deal if the agreed date is missed, not only what happens if either side simply changes their mind. A bad version has a date with no consequence attached to missing it.
- What is included, in writing, on a resale propertyFixtures, appliances, and anything the listing implied but the deed does not automatically carry. This is the last document before the notary where a missing item is still cheap to add. A bad version says "as seen" with nothing itemised.
This explains the law, not your specific contract
This is general information about Spanish contract law as it stood on 17 August 2026, read at the original source, not copied from commentary. It is not legal advice about the document in front of you. Which type of arras applies, whether a bank guarantee certificate is genuine and current, and what a missed deadline really costs, are all questions only an independent lawyer reading your specific contract can answer.We do not write this contract, and we are not a party to it. What we make sure of is that a lawyer reads it before you sign. We also make sure the type of arras, or the guarantee certificate, is a named, checked fact, not just an assumption everyone is making about everyone else.
Most common questions about the purchase contract
- Is the arras contract the same as the deed signed at the notary?
- No. The arras contract is a private document between buyer and seller. It is signed before the notary stage, without a notary present. The public deed, the escritura pública, is signed later at the notary’s office, and that is what transfers ownership. The arras contract sets the terms that the notary appointment then carries out.
- What happens to the arras deposit if the sale falls through for a reason neither side controls?
- It depends on what the contract itself says about that situation. This is exactly why a well-written arras contract covers more than just "buyer changes their mind" and "seller changes their mind". A cause outside either side’s control, such as a mortgage being refused for reasons unrelated to the buyer’s conduct, deserves its own specific clause, instead of being left to the general penitenciales default.
- Can I negotiate the percentage of the price paid at this stage?
- Yes, 10 to 20 % is a common range, not a fixed rule. The exact figure is part of what buyer and seller agree between them. A lower figure reduces what is at risk if you need to walk away under the penitenciales rule. A seller may ask for more if they see it as a stronger sign of commitment.
