Complete guide: signing the compromis de vente in 2026

The rules governing property acquisition change regularly as a result of legislative and case-law reforms. Signing the preliminary sale agreement (compromis de vente) is the most structuring commitment in an acquisition process, creating binding obligations for the buyer and the seller alike. In 2026, several recent developments in property law are changing established practices and strengthening information obligations. This guide sets out the steps, obligations and precautions for signing the compromis de vente with full legal certainty.

Legal nature and scope of the compromis de vente

The compromis de vente, also called a bilateral promise of sale (promesse synallagmatique de vente), is a contract by which the seller undertakes to sell and the buyer undertakes to buy a property on specified terms. Unlike a simple unilateral promise, the compromis creates reciprocal obligations that are immediately enforceable.

Article 1589 of the French Civil Code provides that "a promise of sale is equivalent to a sale where there is mutual consent of the two parties as to the thing and the price". This wording reflects the legal force of the compromis: from signature, the sale is legally formed, even though the notarial deed (acte authentique) has still to be executed.

The compromis de vente produces a conditional transfer of ownership. The buyer becomes owner subject to the condition precedent of execution of the notarial deed and the lifting of the conditions precedent. This feature explains why certain rights and obligations pass from the signature of the compromis.

The case law of the Cour de cassation regularly clarifies the scope of this commitment. The courts consider that a compromis signed by parties with capacity, relating to a specified object and a certain price, is equivalent to a definitive sale subject to the conditions precedent stipulated.

Distinction from other preliminary agreements

The compromis de vente is distinguished from other preliminary property agreements by its bilateral nature. The unilateral promise of sale binds only the promisor-seller, while the beneficiary retains an option. The purchase offer represents a unilateral proposal by the prospective buyer, revocable as long as it has not been accepted. The comparison of the obligations arising from each of these instruments is covered in our article on compromis or promise of sale.

This distinction has important practical consequences. In the event of unjustified withdrawal after signature of a compromis, the defaulting party is exposed to damages corresponding to the loss suffered by its counterparty, and even to specific performance.

Substantive conditions for the validity of the compromis

Legal capacity of the parties

Signing the compromis de vente requires the parties to have legal capacity to commit themselves. The seller must show that it is the owner or a duly authorised agent. The buyer must have capacity to acquire, which may be limited for certain categories (minors, protected adults, foreigners in certain areas).

For married persons under a community property regime, Article 1424 of the French Civil Code requires the consent of both spouses to dispose of community real property. This requirement also applies to partners in a civil partnership (pacs) subject to the joint ownership (indivision) regime.

Capacity is verified by the production of identity documents, the family record book for spouses, the power of attorney for agents, or the guardianship judgment for protected adults.

Free and informed consent

The parties' consent must be free, that is, free from defects (mistake, fraud, duress). Mistake as to the substance or the substantial qualities of the property may vitiate consent. Case law accepts mistake as to the buildability of a plot, an actual surface area significantly different from that stated, or the existence of undisclosed easements (servitudes).

Fraud (dol) requires a fraudulent manoeuvre intended to deceive the counterparty. Concealing the existence of neighbourhood disturbances, significant defects in workmanship or pending administrative proceedings may constitute fraud.

Specified object and price

The object of the contract must be specified or capable of being specified. The precise cadastral description of the property, its surface area, its legal nature (freehold, co-ownership, volume) and its main characteristics must appear in the compromis.

The price must be specified and genuine. A derisory price compared with the real value of the property may reveal a disguised gift or a sham transaction. The price may be adjustable on certain terms (revision by reference to the construction cost index, adjustment according to the actual surface area), but the mechanisms for determining it must be objective.

Pre-contractual information obligations

Mandatory technical diagnostics

Article L. 271-4 of the French Construction and Housing Code requires delivery of the technical diagnostic file (dossier de diagnostic technique, DDT) on signature of the compromis de vente. This file comprises several diagnostics depending on the age and nature of the property:

The energy performance diagnostic (DPE) has been mandatory for all dwellings since 2006. Since 1 July 2021, the new DPE can be relied on against the seller and may justify annulment of the sale in the event of a substantial error. The buyer may invoke the guarantee against latent defects if the actual energy performance differs significantly from the DPE.

The asbestos diagnostic concerns buildings for which the building permit was issued before 1 July 1997. Where asbestos is present, the diagnostic specifies the condition of the materials and the recommendations for maintenance or works.

The lead exposure risk report (CREP) applies to residential buildings constructed before 1 January 1949. The presence of accessible lead may justify safety works at the seller's expense.

The termite diagnostic is required in areas defined by prefectural order. Active termite infestation constitutes a latent defect engaging the seller's liability if it is not disclosed. The complete list of the technical diagnostic file and the consequences of its absence are set out in our article on the mandatory diagnostics for property sales in 2026.

Statement of risks and pollution

The statement of risks and pollution (état des risques et pollutions, ERP), formerly the ERNMT, provides information on natural, mining and technological risks and on soil pollution. This document, prepared less than six months before signature, relies on the municipal information available at the prefecture.

Lack of knowledge of the risks may justify annulment of the sale if the buyer shows that it would not have contracted had it known these matters. Losses compensated under the natural disaster scheme must be declared if the seller is aware of them.

Co-ownership information

For co-ownership lots, Article 46 of the Law of 10 July 1965 requires the communication of specific documents: the co-ownership rules (règlement de copropriété), a dated statement (état daté) less than three months old, the minutes of the general meetings of the last three years, and the building's maintenance record.

The état daté specifies the current and exceptional charges, any arrears, the works voted and their financing. This information makes it possible to assess future co-ownership charges.

Usual conditions precedent

Condition precedent of financing

Article L. 312-16 of the French Consumer Code protects the non-professional buyer through a mandatory condition precedent of financing where the sale is conditional on obtaining a loan. This condition must specify the amount of the loan, its maximum term, and the maximum effective overall rate accepted.

The period for fulfilment of this condition may not exceed one month from signature of the compromis, unless the parties agree to extend it. The buyer must show the steps it has taken to obtain financing (filing of loan applications, production of the required supporting documents).

If a loan is refused on the terms defined in the compromis, the buyer recovers its deposit without penalty. It must however notify by registered letter that the condition has not been fulfilled within the time allowed.

Condition precedent relating to planning permissions

Where the acquisition is intended for works requiring planning permission, a condition precedent of obtaining the building permit or the prior declaration secures the operation.

This condition must define precisely the nature of the works contemplated and the time for obtaining the permission. Failing permission within the agreed time, the buyer may withdraw from the compromis.

Other specific conditions precedent

Other conditions may be stipulated depending on the nature of the operation: obtaining administrative approval for certain acquisitions (agricultural areas, listed historic monuments), the result of an in-depth technical survey, obtaining a commercial lease for a rental investment.

These conditions must be drafted precisely and objectively to avoid disputes. A purely potestative condition (depending solely on the will of one party) is void and renders the commitment void. The application of these rules to the acquisition of a house, including the conditions precedent, is examined in our article on the compromis de vente for a house.

Deposit and escrow

Principle and amount of the deposit

The deposit, generally set at between 5% and 10% of the sale price, evidences the buyer's commitment and secures performance of its obligations. It is paid on signature of the compromis to an escrow holder (séquestre).

The amount of the deposit must be proportionate to what is at stake in the operation. A deposit that is too low does not give the buyer sufficient incentive to honour its commitments, while an excessive deposit may amount to a disguised penalty clause.

Appointment of the escrow holder

The escrow holder, generally a notary or an estate agent holding the professional card, holds the funds until the sale is definitively completed or the compromis is terminated. The appointment of the escrow holder and its obligations must be specified in the compromis.

The escrow holder is required to place the funds in a special account and to release them only at the end of its assignment. It may not use the funds for its own account on pain of breach of trust.

Fate of the deposit according to circumstances

If the sale is completed normally, the deposit is set against the price payable on signature of the notarial deed. If one of the conditions precedent is not fulfilled, the buyer recovers its deposit without penalty.

If the buyer defaults without justification, the seller may keep the deposit as damages, unless the contract provides otherwise. If the seller withdraws without legitimate reason, it must return double the deposit received under Article 1590 of the French Civil Code.

Special clauses and negotiation

Retention of title clause

The retention of title clause keeps ownership of the property with the seller until the price has been paid in full. This clause protects the seller if the buyer defaults but limits the buyer's rights over the property.

This clause is particularly useful in sales with deferred or staggered payment. It must be expressly stipulated and published at the land registry (service de la publicité foncière) to be enforceable against third parties.

Price adjustment clause

Adjustment clauses make it possible to correct the price according to certain objective parameters: the actual surface area of the property, the result of a further technical survey, movements in economic indices between signature of the compromis and the definitive deed.

These clauses must define precisely the methods of calculation and the thresholds triggering the adjustment. An adjustment based on subjective criteria or depending solely on the will of one party risks being annulled.

Withdrawal clause

The withdrawal clause (clause de dédit) allows one or both parties to withdraw from the compromis on payment of a fixed indemnity. This clause must be distinguished from the statutory right of withdrawal enjoyed by the non-professional buyer.

The amount of the withdrawal indemnity must be reasonable and proportionate to the foreseeable loss. An excessive indemnity may be reduced by the judge on the basis of Article 1231-5 of the French Civil Code.

The buyer's right of withdrawal

Principle and scope

Article L. 271-1 of the French Construction and Housing Code grants the non-professional buyer a right of withdrawal of ten days from notification of the compromis de vente. This right applies to sales of buildings for residential or mixed use.

Withdrawal is exercised without giving reasons and without penalty. The buyer recovers all sums paid, including the deposit. This right is a matter of public policy and cannot be excluded by the parties.

How it is exercised

Withdrawal is made by registered letter with acknowledgement of receipt or by a declaration handed over against a receipt. The period runs from notification of the compromis by registered letter with acknowledgement of receipt.

If the compromis has not been notified in this form, the period does not run and the buyer retains its right of withdrawal indefinitely. This rule effectively protects buyers against irregular practices.

Exceptions to the right of withdrawal

The right of withdrawal does not apply if the notarial deed is executed before expiry of the ten-day period, provided that the buyer has expressly waived this right by a separate instrument. This waiver cannot be made before signature of the compromis.

Public auction sales and private-treaty sales carried out by ministerial officers are also exempt from the right of withdrawal.

Signing formalities and retention

Private or notarial signature

The compromis de vente may be signed under private signature between the parties or received by a public officer (notary, bailiff (huissier)). The private form is sufficient for the validity of the contract, but the notarial form offers additional guarantees.

The notarial deed is conclusive until challenged as a forgery as to its content and its date. It facilitates specific performance if a party defaults and simplifies the land registration formalities.

Registration and land registration

The compromis de vente must be registered within one month of its signature with the tax office. This formality, generally carried out by the notary, makes registration duties payable.

Publication of the compromis at the land registry is not compulsory but is advisable to protect the buyer against any transfers or mortgages that the seller might grant between signature of the compromis and the definitive deed.

Retention and archiving

The parties must keep the original of the compromis and all annexed documents until the thirty-year limitation period expires. Retention makes it possible to assert their rights in the event of a later dispute.

The professionals involved (notaries, estate agents) have specific retention and archiving obligations under their respective professional regulations.

Steps following the compromis and preparation of the deed

The buyer's steps

After signature of the compromis, the buyer must take the steps necessary for the conditions precedent to be fulfilled, in particular applying for its financing within the agreed times. It may also arrange further technical checks if the compromis so provides.

A prudent buyer arranges a check of the mortgages and charges encumbering the property to ensure that the seller will be able to deliver the property free of encumbrances on the day of the sale.

The seller's obligations

The seller must keep the property in its existing state and refrain from any act likely to jeopardise the sale. It may not grant new leases, mortgages or easements without the buyer's agreement.

If damage affects the property between signature of the compromis and the notarial deed, the seller must inform the buyer immediately. The arrangements for dealing with the damage must be provided for in the compromis.

Preparation of the notarial deed

The notary in charge of the notarial deed carries out the usual checks: search for mortgages, calculation of taxes and duties, verification of the property's compliance with planning rules. These steps may reveal difficulties requiring further negotiation.

The date for signing the notarial deed takes account of the time needed for the conditions precedent to be lifted and for the preparatory formalities to be completed.

Resolving common difficulties

Several difficulties may arise between signature of the compromis and the definitive deed. Inability to obtain financing on the terms provided releases the buyer if the condition precedent was properly drafted. Refusal of planning permission has the same effect if that condition was stipulated.

The discovery of latent defects or undisclosed encumbrances may justify renegotiation of the price or termination of the compromis depending on their seriousness. The buyer must act quickly to assert its rights before its knowledge of the defects is established.

Delays in completing formalities do not automatically justify termination of the compromis. The parties may agree to postpone signature of the notarial deed, in particular where the delays arise from external causes (administrative slowness, bank backlogs).

In conclusion, signing the compromis de vente in 2026 requires careful preparation and the verification of many technical and legal points. The constant evolution of property law calls for particular vigilance as to information obligations and conditions precedent. Precise drafting of the compromis determines the legal certainty of the operation and prevents most later disputes. Before any signature, have your compromis reviewed by a qualified professional to check the balance of the clauses and their fit with the particular features of your operation.

Frequently asked questions

Is a compromis de vente signed without a notary valid in 2026? Yes, a compromis under private signature between the parties remains perfectly valid. The involvement of a notary is compulsory only for the definitive notarial deed of sale. However, the assistance of a professional (notary, lawyer) secures the drafting and ensures compliance with the legal information obligations.

Can I withdraw after signing a compromis de vente as the seller? No, the seller does not enjoy the statutory right of withdrawal reserved for the non-professional buyer. It can withdraw only if the conditions precedent are not fulfilled or if a withdrawal clause expressly so provides, subject to compensating the buyer.

What happens if I discover a latent defect after signing the compromis? The discovery of a latent defect may justify annulment of the compromis or a reduction in the price under Article 1641 of the French Civil Code. You must act quickly after the discovery and prove that the defect existed at the time of signature and that a diligent buyer could not have detected it.

Is a deposit compulsory when signing the compromis? No text requires payment of a deposit, but it is customary in property practice. Its amount, generally between 5% and 10% of the price, and the conditions for its return must be precisely defined in the compromis to avoid disputes.

How long after the compromis must the definitive deed of sale be executed? No statutory period applies, but practice generally allows two to three months to complete the formalities and lift the conditions precedent. The compromis must set a long-stop date after which each party may withdraw.

Must the technical diagnostics provided with the compromis be recent? Each diagnostic has its own period of validity: six months for the DPE and the statement of risks, three years for asbestos where no asbestos-containing materials are present, unlimited for lead if no exposure is detected. Out-of-date diagnostics may vitiate the buyer's consent.

Can I change the terms of the compromis after signing it? Any change requires the agreement of both parties, recorded in a written amendment. Substantial changes (price, object, conditions precedent) may revive the buyer's withdrawal period if they amount to a new compromis.