Italian preliminary contract: compromesso, caparra and your obligations
A draft compromesso arrives with a request for a deposit. Before signing or paying, check what has already been agreed, what each payment means and which protections must remain in place until the final deed. The word “preliminary” does not make the commitment provisional.
Avv. Luca Valente · 14 October 2026
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Read the preliminary contract alongside the accepted offer
The Italian preliminary contract, often called a compromesso or contratto preliminare, commits the parties to a later final sale on agreed terms. It does not itself transfer ownership in the ordinary preliminary-sale structure. An accepted purchase proposal may already have created that commitment: start with the effect of signing a purchase offer, not the assumption that only this new document counts.
Compare the draft with every earlier document and amendment. Check whether a financing condition, deadline or promise has been carried forward, changed or removed. Identify which provisions continue to apply rather than relying on two inconsistent versions.
The Revenue Agency's information on preliminary contracts describes the obligation to conclude the later contract. A label such as “reservation” or an English summary cannot replace examination of the actual terms.
Separate caparra from payments on account
- Payment on accountAcconto prezzo
- An advance towards the purchase price. It does not, just by being paid, carry the special remedies associated with a caparra confirmatoria.
- Confirmatory depositCaparra confirmatoria
- A payment with the contractual function and non-performance remedies governed by Article 1385. On performance, it is returned or credited towards what is due.
- Withdrawal depositCaparra penitenziale
- Linked to an agreed right of withdrawal under Article 1386. Do not confuse it with a caparra confirmatoria.
Under Article 1385 of the Civil Code, where the payer is in default the other party may withdraw and retain the caparra; where the recipient is in default, the other party may withdraw and demand double. The non-defaulting party may instead pursue performance or termination, with damages governed by the general rules. The relevant default and remedy must be assessed; these are not automatic consequences of every delay.
Article 1386 concerns a different situation: a contractual right to withdraw for which the caparra is the agreed consideration.
Example: €10,000 now and €20,000 later
Illustrative example, not a recommended payment schedule. A buyer pays €10,000 when signing and agrees another €20,000 before the deed. The parties call both transfers “the deposit” in emails.
Check how the contract classifies each payment, when it becomes due and whether a condition must be satisfied first. Record the function, refund treatment and consequences of each part of the €30,000 separately.
Make the obligations specific enough to follow
- Property and parties
- Identify what is being sold, associated areas or rights, the owners and anyone signing on their behalf.
- Price and payment schedule
- Separate the total price, each advance, its contractual description and the balance. Identify recipients and release arrangements.
- Outstanding conditions
- Carry forward agreed financing or document conditions, the evidence required, deadlines and consequences of failure.
- Seller's remaining work
- Set out any agreed remedial work, documents to obtain, treatment of encumbrances and responsibility for costs.
- Completion and possession
- Clarify the deed date, delivery of keys and possession, agreed condition and any arrangements for an extension.
The property documents to request before committing help identify issues that the contract needs to address. Use property due diligence to investigate unresolved title, building or condominium questions. If an important fact is still unknown, agree how it will be investigated and what the result means for your obligations.
For a purchase dependent on borrowing, have the financing condition and its deadlines checked before accepting an unconditional payment schedule. A bank conversation is not equivalent to final finance approval.
Registration and transcription are different safeguards
Tax registration
Registration with the Revenue Agency addresses fiscal requirements. Confirm who handles it, the applicable deadline and the taxes due. Include these in your purchase payment timetable.
Entry in the property registers
Notarial transcription can protect the buyer against certain later dealings or registrations affecting the seller's property.
Protection has conditions
The form, timing and subsequent steps matter. Tax registration alone does not create the protection of transcription.
The Notariato's guide to the preliminary contract explains transcription through the notary. Discuss it early, particularly where substantial sums will be paid or there is a long interval before completion. It does not remove the need to investigate existing problems or make the property safe to buy in every respect.
The protective effect is time-limited. Have the notary calculate and monitor the applicable deadlines, including the one-year period from the agreed completion date and the overall three-year limit from transcription. A private extension should not be assumed to extend that protection automatically. The Revenue Agency's discussion of Article 2645-bis explains those temporal limits.
Is buying from a developer the same?
Do not apply a standard resale checklist without checking whether the statutory protections for a property under construction apply. Guarantees, form requirements and other protections may need to be addressed before advance payments. See the Notariato's guide to buying property under construction (PDF).
If the sale stalls, establish why before choosing a remedy
A failed condition, disputed defect, refusal to complete and agreed postponement are different situations. Preserve the signed documents, payment records, notices and correspondence. Record what each party has done and which deadlines have passed or are approaching.
Obtain advice before sending a message that purports to cancel the deal, accepting a refund described as full settlement or declaring that you will keep or recover double a caparra. The wording can affect the position you later take. Requesting a remedy and actually recovering money are also separate matters.
Ask for review before the next signature or payment
If you are looking for a property lawyer in Italy, specify the documents and stage you need reviewed. A targeted Italian property contract review should establish the scope of legal work, outstanding technical checks and coordination with the notary; it should not be presented as a substitute for every other professional's role.
Use the contact form with the property's location, whether an offer or preliminary contract has been signed, sums already paid and the next deadline. Describe the documents available and wait for instructions before sending confidential material. Any paid assessment is quoted before work begins.
Enquire about a preliminary contract review ↗General information, not a determination of rights under a particular contract. An enquiry does not create an engagement or acceptance of responsibility for a deadline.