Legal Guide · Updated 2026
The Contrato de Arras is one of the most legally significant documents in a Spanish property purchase — and one of the most misunderstood by foreign buyers. Once signed and the deposit paid, your options are limited. Understanding which type of Arras contract you are signing, what protections it gives you, and what your lawyer must check before you commit any funds is critical.
Contents
A Contrato de Arras is a private purchase agreement signed between buyer and seller in Spain, typically 4–8 weeks before the final title deed (escritura pública) is signed at the notary. It is the Spanish equivalent of an exchange of contracts.
At the point of signing, the buyer pays a deposit — usually 10% of the agreed purchase price — directly to the seller. In return, the seller takes the property off the market and commits to selling exclusively to that buyer at the agreed price and on the agreed terms.
The Contrato de Arras is governed by the Spanish Civil Code and is legally binding on both parties from the moment it is signed. It is not a preliminary expression of interest — it is a full contractual commitment with real financial consequences for either party that fails to complete.
Spanish law recognises three distinct types of Arras contract, each with very different legal consequences if either party withdraws. The type of Arras determines your exit options — and your financial exposure.
| Type | Legal Basis | If Buyer Withdraws | If Seller Withdraws |
|---|---|---|---|
| Arras Penitenciales | Art. 1454 Civil Code | Loses deposit — no further liability | Returns double the deposit |
| Arras Confirmatorias | Art. 1124 Civil Code | Can be sued for full completion | Can be sued for full completion |
| Arras Penales | Art. 1152 Civil Code | Loses deposit plus additional penalty | Returns double plus additional penalty |
For the vast majority of residential property purchases in Spain, Arras Penitenciales under Article 1454 of the Civil Code is the appropriate and standard choice. It gives both buyer and seller a clearly defined exit route with known financial consequences.
The financial consequences are straightforward:
| Scenario | Financial Consequence | Example: 10% on €500,000 |
|---|---|---|
| Buyer withdraws | Loses full deposit — no further claim | Loses €50,000 |
| Seller withdraws | Returns double the deposit | Must pay buyer €100,000 |
| Both complete | Deposit credited against purchase price | €50,000 deducted from final balance |
The deposit is not an additional cost — it is simply the first instalment of the purchase price, paid early. At completion you pay the remaining 90% (minus any mortgage), and the 10% you already paid is counted towards the total.
The standard deposit under a Contrato de Arras is 10% of the agreed purchase price. This is not fixed by law — it is a market convention. In slower markets buyers sometimes negotiate 5%; in fast-moving markets like Mallorca, Ibiza, or Marbella, sellers may insist on more.
The deposit is paid directly to the seller — not held in a neutral escrow account. In some transactions it is paid to the seller’s lawyer as intermediary, which provides slightly more protection. Either way, the funds leave your control the moment the contract is signed. Your lawyer must verify the correct recipient and payment details before any transfer is made.
Payment is typically by bank transfer from a Spanish bank account. Your lawyer will provide verified payment details and confirm receipt before the contract is considered signed. Never transfer funds based on bank details received by email without verbal confirmation from your lawyer — property purchase fraud via email interception (fraude por BEC) is an active risk in Spain.
Under Arras Penitenciales, the financial consequences of withdrawal are final. Neither party can be forced to complete the sale — but walking away costs money.
The buyer forfeits the entire deposit. They cannot reclaim it and have no further financial obligation to the seller. Common legitimate reasons include: mortgage finance falling through, due diligence revealing serious legal problems, or a genuine change in personal circumstances. Your lawyer should have negotiated clauses addressing the first two scenarios before you signed.
The seller must return double the deposit — the original sum plus an equal penalty — within a reasonable period. If the seller refuses or cannot pay, the buyer can take legal action to enforce the obligation. Common reasons sellers withdraw include receiving a higher offer, personal circumstances changing, or title problems discovered during your lawyer’s due diligence that make the sale impossible.
Find a vetted English-speaking property lawyer in Mallorca, Marbella, Barcelona, Málaga and beyond — before you sign or transfer any funds.
A well-drafted Contrato de Arras protects the buyer at every stage. Your lawyer should verify and if necessary negotiate each of the following before you sign:
| Clause | Why It Matters |
|---|---|
| Type of Arras explicitly stated | Ambiguity defaults to Confirmatorias — forcing completion. Must say Penitenciales. |
| Agreed purchase price | Must match negotiations exactly — check for hidden extras or deductions |
| Completion deadline | Must be realistic for your NIE, mortgage, and fund transfer timeline |
| Property description | Must match Land Registry and Catastro records exactly — surface area, boundaries |
| Mortgage finance condition | Allows withdrawal without penalty if mortgage is not obtained |
| Due diligence condition | Allows withdrawal if legal or planning problems are found within agreed period |
| Inventory of contents | Lists furniture, appliances, and fixtures included in the sale |
| Community fee status | Seller confirms all fees paid up to date — and any pending special assessments disclosed |
| IBI and utility status | Seller confirms all taxes and bills current to completion date |
| Penalty clauses | Any additional penalties beyond Arras must be fair and agreed by both parties |
Ideally your lawyer completes full legal due diligence before you sign the Contrato de Arras — not after. Once the deposit is paid under Arras Penitenciales, your exit option costs you 10% of the purchase price.
At minimum, before signing your lawyer should have:
The period between signing the Arras and completing at the notary is typically 4–8 weeks for resale properties. During this time:
Contract signed, 10% deposit transferred to seller. Your lawyer immediately continues outstanding due diligence checks and applies for your NIE if not already obtained.
Planning searches, community fee certificates, IBI clearance, energy certificate verification, and cédula de habitabilidad confirmation all finalised.
Bank valuation (tasación) arranged, mortgage application submitted, binding mortgage offer (FEIN) issued. Spanish law requires a mandatory 10-day reflection period after FEIN before signing.
Remaining purchase funds transferred to your Spanish bank account or lawyer’s client account. Allow 3–5 working days for international transfers and notify your bank in advance of large transfers.
Final title deed signed before the notary. Remaining balance paid. Keys handed over. Your lawyer pays ITP within 30 days and registers the property in your name.
The most common and most costly mistake. Sellers and agents sometimes create urgency. No contract should be signed — even informally — without your lawyer’s review.
Without an explicit reference to Arras Penitenciales under Article 1454, courts may interpret the contract as Confirmatorias — meaning you can be sued for full completion, not just lose the deposit.
If your finance falls through after signing and there is no mortgage condition, you lose the full deposit. This clause must be in the contract before you sign — you cannot add it afterwards.
Always verify bank details by telephone with your lawyer before any transfer. Email interception fraud targeting Spanish property buyers is well documented and has cost buyers tens of thousands of euros.
NIE processing, mortgage approvals, and international fund transfers all take time. A completion deadline that is too tight can put you in breach of contract through no fault of your own.
Furniture, appliances, and fixtures are included only if listed in the contract. Sellers have been known to remove items — even fitted kitchens — between signing and completion if the contract is silent on contents.