The Three-Stage process and Who Does What

What makes the Italian process “three-stage” and why roles matter

When it comes to investing in Italian real estate, it’s important to know the process you will have to go through and to know the different actors who will be with you during this process. In Italy, there is a specific process that foreign investors must follow in order to purchase property. This process is divided into three stages: The Purchase Offer, The Preliminary Sales Contract, and the Notarial Deed. During this process there are usually around five main actors who are involved. The five actors involved are: The Buyer, Seller, Lawyer, Agent, and the Notary. This article will help guide you through this process by examining each stage and the roles/responsibilities of each actor during the stages. 

 Glossary for foreigners: Italian terms you will see in documents

Before going into the different stages, there are some key phrases that need to be defined because they will show up in a lot of documents during this time. 

• Purchase Offer(Proposta d’acquisto) – A formal offer in the form of a written document used to make an offer on a property.Italian Civil Code, art. 1326
• Irrevocable Offer(Proposta Irrevocable) – If the buyer binds themself to the contract, then they must pick a set time to keep the proposal open. During this set period of time the proposer can not revoke their offer. Italian Civil Code, art. 1329
• Confirmatory Deposit(Caparra Confirmatoria) – A sum of 5%-10% is usually paid to show good faith. However, if the buyer defaults, the seller keeps the deposit. But if the seller defaults, the buyer can withdraw from the agreed upon contract and demand double of the original deposit. Italian Civil Code, art. 1385  
• Preliminary Contract(Contratto Preliminare) – The binding commitment to sign the final deed. However, if this contract is not made in the same form that the law prescribes, then the contract is void. Italian Civil Code, art. 1351 
• Final Deed(Atto Pubblico) – The deed must be executed in front of a notary to be valid and enforceable. Contracts that involve transferring ownership property (immovable) must be in writing via a public deed. Italian Civil Code, art.1350

The five actors: incentives and legal functions

• The Buyer – Has the primary interest to purchase a valid and marketable title under the agreed conditions. The buyer’s function is contractual: to pay the price and perform agreed obligations. The buyer is not automatically protected from legal or technical defects unless proper due diligence has been conducted.
• The Seller- Is looking to transfer ownership free from undisclosed encumbrances and in conformity with representations given. The seller’s incentive is to complete the sale and receive the price. 
• The Agent- Acts as an intermediary under the Civil Code, facilitating negotiations between the parties. The agent’s incentive is to earn commission upon the agreed upon deal. The agent doesn’t provide legal protection to either party and is not there to provide legal counsel.
• The Lawyer- Acts exclusively in the interest of the client. The lawyer’s function is protective and strategic. Conducting due diligence, structuring the transaction, negotiating on the terms, and managing risk allocation. The lawyer is the only actor specifically designed to safeguard the client’s legal position.
• The Notary- The notary is a public official who guarantees the legality and authenticity of the deed. The notary ensures compliance with mandatory law, verifies identity, and registers the transfer. The notary does not act as a private advisor to one party but as a neutral guarantor of legal validity.

 “Before you sign anything”: foreign buyer prerequisites

Before you make your purchase offer, there are a few prerequisites that you should complete. The first is the Condizione di reciprocità, which is an italian law that guarantees a foreign citizen the enjoyment of civil rights in Italy only if an Italian citizen can enjoy the same rights in the foreigners country of origin. If they can’t you won’t be able to purchase property in Italy. Also, you should obtain an Italian tax code because it is required for the preliminary contract and the deed.  These check for your source of funding and your documentation. If the buyer isn’t fluent in Italian, then it is highly recommended that they hire a qualified interpreter for the signing. Finally, you should request specific documents so your lawyer can start checking them. Some documents you should ask for include the following: 

• Title information – seller’s title deed and basic title history, also look for any known mortgages and easements. 
• Cadastral data – Cadastral survey and cadastral plan, and property identifiers. 
• Building compliance documents – building permits, authorisations, and any compliance declarations
• Lease – check if the property is vacant or tenanted, and get copies of leases. 

This is only a few of the things that you should look into before formally making your purchase offer. If you’re still not feeling sure after acquiring all the information you need, then talk to your lawyer and see if there is any information you are missing. Legal guidance is crucial during this phase to make sure you have everything you need before formally making your offer.

 Stage 1 — Purchase Offer / Proposta d’acquisto: what it does and who does what

The first stage in the process of purchasing property in Italy as a foreign investor is known as the Purchase Offer. Once you find the property you would like to purchase, the first thing you need to do is make an Irrevocable offer to the seller. Before the seller accepts there is a waiting period, meaning during the agreed upon set period of time the buyer is bound to that offer, while the seller can consider other offers until the period of time has expired. The seller only becomes bound upon written acceptance communicated to the buyer(art. 1326 of the Civil Code). In practice, this offer is accompanied by a payment called “Caparra” or a deposit which is a guarantee and seen as good faith, for about 5%-10%. At this point in the process, labels and clauses can materially change remedies and leverage if the deal does not proceed. 

The roles of the five actors in the Purchase offer stage: 

• The Buyer – In this stage the buyer should define the binding period for when the offer is accepted, and this period of time should be clear and provable (time, method, recipients) so there are no misunderstandings. The buyer should also set conditions precedent such as due diligence, financing, and regulatory checks. Also they should make fixed target dates for transfer timing and documentations
• The Seller – evaluates their offers and will become contractually committed upon a written acceptance. After this the process moves quickly towards the preliminary contract and towards the final deed. 
• The Agent – Manages the operational side of this process. They will handle the submission and receipt of the offer/acceptance, timing coordination, and how any payment is held and released. Without the agent many misunderstandings can happen. 
• The Lawyer – Should go over the offer and redraft/edit the offer to fit the correct needs. They will also put some conditions into the offer such as due diligence conditions, finance conditions, remedies, and a clear cost. 
• The Notary – doesn’t play a huge role in the offer stage but staying in touch with the notary early in the process can help avoid problems down the road. They can clear up things like authority checks, document form, and cross-border payment traceability.

 Stage 2 — Preliminary contract / Contratto preliminare: binding roadmap to closing

The second stage in this process after the original purchase offer is the preliminary sales contract. Once the offer is accepted by the seller, both parties are legally bound to the contract.This crucial step ensures the seriousness of the transaction and allows for necessary legal and fiscal checks. The contract must include personal details (including tax codes), details about the property, agreed price, the payment method and the deadline for the final contract. As previously mentioned the buyer must put down a sum of the deposit as a form of guarantee. Also, during this stage it is important to outline conditions like mortgages and structural checks before signing the preliminary contract. For foreign investors, it is crucial that they seek legal guidance to help conduct a due diligence of the property, including checking for mortgages, liens, and urban planning compliance before signing. Also, the preliminary contract must contain a tax registration which has a deadline of 30 days, and also a transcription which gives protection from stronger third-parties. Once this is done the agreement is secured.

The roles of the five actors in the Preliminary sales contract:

• Buyer – the buyer should be finalizing the due diligence of the property, define the payment method and schedule, and lock the closing road-map. 
• Seller – commits to selling the property under the defined terms, undertakes to deliver the documents needed for the deed and the buyer’s checks. 
• Agent – Coordinates the meetings between the parties, signatures, and circulation of signed copies among parties.
• Lawyer – Drafts or materially revises the preliminary. Ensures that all essential terms are met, and protects their client
• Notary – Provides preliminary checks on the title, advises on formal requirements, and prepares for the final deed.

 Stage 3 — Notarial deed / Rogito: completion and transfer

The final stage for foreign investors to complete before purchasing property in Italy is the final/notarial deed. The final deed is usually prepared by the notary, who ensures that everything is compliant with the requirements of the civil code and other specific laws. The notary has to read and explain the contents of the deed to the parties and other possible witnesses that are present. The notary will then make sure that both parties understand the contents of the deed and if they approve. If both parties approve, then they will sign the deed and the notary will be there as the witness. The deed will become effective for legal purposes.Under the provisions of Article 1350 of the Italian Civil Code, the execution of the agreement is strictly subject to written form, without which the deed is unequivocally void.

After the signing of the deed, the documents exchange and the property keys delivery will take place. The buyer will receive a copy of the deed authentication from the notary who at that point has already registered it to the Italian authorities. 

The roles of each actor during the final deed: 

• Buyer – Pays the balance of the purchase price, assumes ownership and related legal and tax obligations. 
• Seller – Confirms representation and warranties, transfers legal title, delivers possession of the property. 
• Agent – Ensures coordination of the parties and documents, confirms completion of negotiated terms.
• Lawyer – Verifies consistency between preliminary agreement and final deed, ensures risk allocation and tax structure are respected, protects the clients legal position at signing, and manages any last minute critical issues.
• Notary – Drafts and authenticates the deed as a public official, verifies identification, legal capacity and compliance with the law, performs final title and encumbrance checks, and registers the transfer with the authorities.   

Conclusion: Why Legal guidance is necessary

For foreign investors, the path to purchasing property can seem challenging and complex. Hiring a lawyer can help from doing due diligence on the property before you purchase it, preparing the contracts, making sure the purchase is compliant with the law, and in general just looking out for your best interest. Here at AL AdvaLux, we have a great real estate team, who is ready to help you through every part of your journey in purchasing property in Italy. 

– Dominic Philip Castiglione

March 4, 2026