Private purchase contract vs public deed in Spain

The two documents compared

	Private contract	Public deed (escritura)
Signed before	The parties only	A Spanish notary
Purpose	Commit to buy and sell, fix the terms	Complete the sale and transfer ownership
Typical payment	Deposit of around 10%	Balance of the price
Registrable	No	Yes
Effect on third parties	Very limited	Full protection once registered
Taxes	None on signing	Transfer tax or VAT and stamp duty

The private contract: arras and other forms

In the Balearic Islands the private contract is usually an arras contract. The buyer pays a deposit and both parties agree the price, the completion date and the conditions. Under penitential arras, the buyer can withdraw by losing the deposit and the seller by returning double. Other types of arras, or a contract of sale, allow the other party to demand completion instead. The type of arras and the conditions written into the contract decide what happens if something goes wrong. See reservation and arras contracts in Mallorca.

The public deed before the notary

The escritura de compraventa is drafted by the notary on the basis of the private contract and the documents provided. The notary checks the identity and capacity of the parties, the powers of attorney, the registry position on the day and the means of payment, and informs both parties of the content. The deed gives the sale public faith and is the document that can be presented at the Land Registry. See what happens at the notary.

When do you become the owner?

Under Spanish law, ownership passes with the contract plus delivery of the property. Signing the public deed counts as delivery, so in practice you become the owner when the deed is signed. However, registration at the Land Registry is what makes your ownership effective against third parties. The notary sends an electronic notice to the registry on the day of signing, and your lawyer presents the deed for registration after paying the tax. See the nota simple explained.

Situations where a private contract is not enough

• Paying most of the price before the deed: if the seller goes bankrupt or sells again, recovering the money can be difficult.
• Off-plan purchases: stage payments must be protected by a bank guarantee or insurance. See off-plan guarantees.
• Buying from heirs: the inheritance must be accepted and registered before the sale. See buying from heirs.
• Occupying the property before completion: any early access should be regulated in writing.

The role of your lawyer

Your lawyer drafts or negotiates the private contract, makes sure its conditions protect the deposit, checks that the notary's draft deed matches what was agreed and handles tax and registration. This guide is published by Castell.law; see our contract service and the conveyancing timeline.