What Is a Sale and Purchase?
A sale and purchase (compraventa) is a contract by which one person (the seller) undertakes to transfer ownership of an asset to another person (the buyer), who in turn undertakes to pay a fixed price in money for that asset.
This contract may relate to movable property, real estate, rights or company shares (participaciones), and it is one of the most common and fundamental legal acts in civil and commercial law.
When and How Is a Sale and Purchase Formalised?
- When the parties agree on the transfer of ownership and the payment of the price.
- In the case of real estate, the sale must be formalised by public deed (escritura pública) before a notary in order to be legally valid and to be registered with the Land Registry (Registro de la Propiedad).
- For movable property, the formalities may be more flexible, but the notary's involvement provides legal certainty.
- The contract must contain essential elements such as the subject matter, the price, and the consent and capacity of the parties.
What Does a Sale Before a Notary Involve?
- Legal formalisationthe notary drafts and authorises the public deed containing the sale and purchase contract.
- Verificationthe notary checks the identity, capacity and legitimacy of the parties and the legal status of the asset.
- Public disclosurethe public deed can be entered in public registries (Land Registry, Companies Registry, etc.) to protect rights against third parties.
- Advice and transparencythe notary explains the clauses and conditions to the parties, ensuring informed consent.
- Valid evidencethe public deed has full evidential value before the courts and the authorities.
Formal Requirements Before the Notary
- Personal and legal documentation of the parties (Spanish ID card (DNI), previous deeds, certificates).
- A clear and detailed description of the asset being sold.
- The price and method of payment.
- The express and voluntary consent of the seller and the buyer.
- A declaration of any charges or encumbrances on the asset.
Main Legal Effects
- Transfer of ownershipthe buyer acquires full rights over the asset.
- Obligation to paythe buyer must pay the agreed price.
- Legal protectionregistration protects the buyer's rights against third parties.
- Legal certaintythe parties have a public document that proves the transaction.
Advantages of a Sale Before a Notary
- Confidencethe parties can be certain of the legality and validity of the transaction.
- Avoids litigationwith professional advice and a public document, future disputes are minimised.
- Public disclosureregistration protects the buyer's rights against third parties.
- Evidential valuethe public deed is conclusive evidence before the courts.