Once the Preliminary Sale Agreement Is Signed: What Are the Next Steps?

Signing a compromis de vente (preliminary sale agreement) is not merely reaching an agreement in principle: it is entering into a legal commitment that, in principle, amounts to a sale. Many buyers think that a long, uncertain period then follows before they "really" buy. In reality, once the preliminary sale agreement has been signed, a precise mechanism is set in motion, marked by mandatory time limits and conditions to be satisfied. This article sets out the full timeline between signature of the preliminary agreement and signature of the notarised deed (acte authentique), focusing on the two points that protect the buyer most: the ten-day cooling-off period and the conditions precedent.

The preliminary sale agreement genuinely binds both parties

The preliminary sale agreement, which lawyers also call a bilateral promise of sale (promesse synallagmatique de vente), is distinct from a unilateral promise. Under a bilateral agreement, the seller undertakes to sell and the buyer undertakes to buy, at a determined price, a clearly identified property.

Article 1589 of the French Civil Code sets out the principle:

A promise of sale amounts to a sale where there is reciprocal consent of both parties as to the thing and the price.

In other words, from signature, the sale is legally formed between the parties. The notarised deed that follows later does not "create" the sale: it records it, makes it enforceable against third parties and allows it to be registered at the land registration office (service de la publicité foncière). This nuance has concrete consequences. If none of the statutory protections applies (cooling-off period, conditions precedent), a party who refuses to sign the notarised deed risks the other applying to the court for forced completion of the sale or payment of damages.

It is precisely because the commitment is firm that the legislature has built in safety valves for the non-professional buyer. Understanding what follows therefore means understanding how these protections fit into the sale timetable.

The ten-day cooling-off period reserved for the buyer

The first step after signature is a period of reflection offered to the buyer. This is the cooling-off period (délai de rétractation) provided for by Article L. 271-1 of the French Construction and Housing Code. This period was historically seven days, and was then increased to ten days by Law No. 2015-990 of 6 August 2015, known as the Macron Law.

Who benefits and when the period starts to run

This right of withdrawal benefits only the non-professional buyer of residential property. A private individual who buys a flat or a house to live in, or even to let as a private investment, benefits from it. The seller, by contrast, has no equivalent right: from signature, the seller is bound.

The ten-day period does not run from signature itself, but from the day after the first presentation of the registered letter notifying the preliminary agreement to the buyer, or from hand delivery of the document where that delivery is made by a professional holding a mandate. This is a point that is often misunderstood. Take a concrete case: a couple signs a preliminary agreement on a Wednesday at the notary's office. If the document is notified to them by registered letter first presented on the following Friday, the period starts to run on the Saturday, and not on the day of signature.

The count is made in calendar days. If the last day falls on a Saturday, a Sunday or a public holiday, the period is extended to the next working day. The notification must be accompanied by the preliminary agreement and its annexes, failing which the period does not validly start.

How to withdraw and with what consequences

During these ten days, the buyer may abandon the purchase without having to justify the decision and without penalty. The buyer need not give any reason: a simple change of mind is enough. The withdrawal must be sent by registered letter with acknowledgement of receipt, or by any other means offering equivalent guarantees as to the date of receipt, before the period expires. What matters is the date of dispatch.

A major consequence: if a deposit was paid at the time of the preliminary agreement, it must be returned to the buyer in full within twenty-one days from the day after withdrawal. No sum may be retained as compensation.

Once this ten-day period has elapsed without withdrawal, the buyer is definitively committed, subject to the conditions precedent. The buyer can no longer freely go back. The sale nevertheless remains subject to the occurrence of the events provided for in the contract, which leads us to the second protective mechanism.

Conditions precedent: the sale's safety net

A condition precedent (condition suspensive) is a future and uncertain event on which performance of the sale depends. As long as the condition has not been satisfied, the sale is in suspense: it exists, but does not yet produce its final effects. If the condition fails, the sale is deemed never to have existed and each party returns to its initial position. The rules on conditional obligations are found in Articles 1304 et seq. of the French Civil Code.

These conditions are freely negotiated between the parties and written into the preliminary agreement. Some are almost systematic, while others depend on the particular situation of the property or of the buyer. Their value is twofold: they protect the buyer against events that would make the purchase impossible or pointless, while setting a clear framework for what may, or may not, cause the sale to fail.

The condition precedent of obtaining a loan

This is the most common condition precedent and the most protective for a buyer who finances the acquisition by borrowing. It is governed by Articles L. 313-40 et seq. of the French Consumer Code, derived from the so-called Scrivener Law of 13 July 1979.

Where the purchase is financed by credit, the preliminary agreement must state that the sale is concluded subject to the condition precedent of obtaining the loan. The contract specifies the amount, the maximum interest rate and the term of the loan sought. These elements matter: a buyer cannot be regarded as having failed to obtain a loan if the buyer applied for financing on terms different from those set out in the preliminary agreement. In practice, if the preliminary agreement provides for a loan at a given maximum rate and the bank offers a higher rate, the buyer may refuse and rely on non-satisfaction of the condition.

The law requires a minimum duration of one month for this condition precedent, from signature of the preliminary agreement. In practice, the parties often adopt a period of forty-five to sixty days, sometimes longer, to allow for real banking lead times.

One point of caution: the buyer must submit a genuine loan application consistent with the characteristics of the preliminary agreement. If the buyer fails to seek financing, or deliberately causes the application to fail, the condition is deemed satisfied through the buyer's fault. The seller may then keep the deposit. This is an application of the rule that a party may not rely on a condition that the party itself has prevented from being satisfied. The precautions that allow the benefit of this condition to be preserved are set out in our article on signing a preliminary agreement before the bank's approval.

Conversely, if the buyer has acted diligently and the bank gives a written refusal consistent with the loan described in the preliminary agreement, the sale lapses and the deposit is returned to the buyer.

Other common conditions precedent

Beyond the loan, several conditions precedent are found depending on the file:

• the absence of any planning easement or pre-emption right significantly encumbering the property
• the clearing of the pre-emption right of the municipality or of any other holder, without that right being exercised
• obtaining an administrative authorisation where the buyer plans works or a change of use
• the absence of any mortgage or priority claim exceeding the sale price, ensuring that the seller will be able to transfer the property free of any encumbrance
• for the purchase of building land, obtaining an operational planning certificate or a building permit

Each condition must be drafted precisely, stating the expected event, the time limit for its satisfaction and the party who bears the burden of it. Vague drafting is a source of litigation. A telling example: a condition precedent of "obtaining a building permit" with no mention of the floor area or the nature of the project leaves a dangerous margin of interpretation. It is better to describe the project in detail so that each party knows what does or does not cause the sale to lapse. The clauses to check before signing, including the conditions precedent and the deposit, are reviewed in our article on the template preliminary sale agreement.

The notary's role between the preliminary agreement and the deed

Once the cooling-off period has expired and the conditions precedent are in the course of being satisfied, the notary in charge of the sale takes centre stage. The notary's work determines the legal security of the transaction, because only the notary can draw up the notarised deed that will be registered.

The notary gathers and checks all the essential documents. The notary requests the mortgage status report on the property to check that there are no unforeseen encumbrances, obtains the seller's title deed, requests the planning documents from the town hall and, where applicable, questions the property manager (syndic) of the co-ownership (copropriété) about the position on charges and works voted. The notary also checks the identity and legal capacity of the parties, an essential point where a seller is under a protective measure or where the property forms part of an estate not yet settled.

This verification phase takes time, which explains the usual period of two to three months between the preliminary agreement and the final deed. This period is not pointless administrative slowness: it corresponds to the time needed to clear pre-emption rights, obtain replies from the authorities and allow the buyer to finalise financing. The causes of delay and the options where the period is exceeded are examined in our article on the period between the preliminary agreement and the final deed.

Mandatory clearances and checks

Among the most structuring steps is the clearing of pre-emption rights. In many municipalities, the local authority has an urban pre-emption right (droit de préemption urbain) allowing it to take the buyer's place for certain properties located in defined zones. The notary sends the town hall a declaration of intention to sell (déclaration d'intention d'aliéner), which informs the municipality of the proposed sale and its price. The authority then has a period, in principle two months, to make its decision known. As long as this period has not expired or the municipality has not waived its right, the sale cannot be signed.

Other holders of pre-emption rights may exist depending on the case: a sitting tenant where the dwelling is being sold, or the SAFER (rural land agency, Société d'aménagement foncier et d'établissement rural) for certain rural properties. The notary identifies these rights and clears them in the required order.

In parallel, the seller must complete the technical diagnostics file: energy performance diagnostic, reports on the presence of asbestos, lead and termites, report on the electrical and gas installations, and report on risks and pollution, among others depending on the age and location of the property. These diagnostics, often annexed from the preliminary agreement stage, must remain valid at the date of the deed. An expired diagnostic may delay signature.

The deposit and final financing

On signature of the preliminary agreement, the buyer generally pays a deposit, sometimes called an escrow sum (séquestre), corresponding in practice to a fraction of the sale price. This sum is held by the notary or by the estate agent in a dedicated account. It is not cashed by the seller: it guarantees the seriousness of the buyer's commitment.

The fate of this deposit depends on what follows. If the buyer withdraws within the ten-day period, or if a condition precedent fails through no fault of the buyer, the sum is returned to the buyer. If, on the other hand, the buyer abandons the purchase without reason after the cooling-off period has expired and when all the conditions have been satisfied, the deposit may be kept by the seller as compensation, and may even give rise to an action for forced completion.

During this period, the buyer finalises financing. The buyer sends the signed preliminary agreement to the bank, puts together the loan application and obtains a credit offer. The Scrivener Law imposes a second protective period here: the borrower may accept the loan offer only after a ten-day period of reflection from its receipt. This period fits in with the sale timetable, which is why the anticipated date of the notarised deed must be planned for well in advance.

Signature of the notarised deed of sale

When the cooling-off period has expired, all conditions precedent have been satisfied and the financing has been released, the parties meet at the notary's office to sign the notarised deed of sale. This is the culmination of the process set in motion once the preliminary sale agreement was signed.

On the day of signature, the notary reads out the deed, ensures that the parties give informed consent and carries out the financial transactions. The buyer pays the balance of the price, together with the so-called notary fees, which in reality mostly cover transfer duties collected for the State and local authorities, the notary's own remuneration representing only a share. The deposit paid on the preliminary agreement is deducted from the price.

The keys are handed over in principle on the day of signature, unless otherwise agreed providing for deferred possession. From that signature, the buyer becomes full owner. The notary then registers the deed at the land registration office, a formality that makes the sale enforceable against third parties, and some weeks or months later gives the buyer an authenticated copy of the title deed.

What happens in the event of a blockage or withdrawal

The path between the preliminary agreement and the deed is not always linear. Several blockage scenarios must be anticipated.

If a condition precedent is not satisfied, for example a duly justified refusal of a loan, the sale lapses automatically. The parties are released from their commitments and the deposit is returned to the buyer. It remains necessary that the buyer has complied with the duty of diligence, in particular by submitting a conforming loan application.

If one of the parties refuses to sign the deed when all the conditions are met, the other has remedies. The preliminary agreement frequently provides for a penalty clause (clause pénale) setting a fixed sum payable by the defaulting party. The injured party may also apply to the court for forced completion of the sale, the judge being able to find that the sale is perfect and order its completion. Case law accepts that, since the sale is formed from the preliminary agreement, an unjustified refusal to complete before the notary does not extinguish the agreement.

Finally, certain events may occur between the preliminary agreement and the deed: the death of a party, damage affecting the property, discovery of an undeclared easement. Each of these situations calls for a case-by-case analysis, depending on the clauses of the preliminary agreement and the rules of the French Civil Code on the allocation of risk and the warranty against hidden defects.

Conclusion

Once the preliminary sale agreement has been signed, the sale is legally formed, but it remains subject to two decisive protections for the buyer: the ten-day cooling-off period under Article L. 271-1 of the French Construction and Housing Code, then satisfaction of the conditions precedent, foremost among them obtaining the loan as governed by the Scrivener Law. Between these two milestones, the notary carries out the verification and clearance work that explains the usual period of two to three months before signature of the notarised deed.

The message to retain is clear: the preliminary agreement is not a draft, it is a commitment. The security of the transaction depends directly on the quality of its drafting, in particular the precise wording of the conditions precedent and scrupulous compliance with time limits. Before signing, have your preliminary agreement reviewed by a property lawyer: a poorly drafted condition precedent or a miscalculated time limit may deprive you of a protection the law grants you, or conversely expose you to losing your deposit.

Frequently asked questions

From exactly when does the 10-day cooling-off period run?

The period does not start on the day the preliminary agreement is signed, but on the day after the first presentation of the registered letter notifying the document to the buyer, or the day after hand delivery by a mandated professional. It is counted in calendar days. If the last day falls on a Saturday, a Sunday or a public holiday, it is carried over to the next working day. This rule is found in Article L. 271-1 of the French Construction and Housing Code.

Can the seller also withdraw after the preliminary agreement?

No. The ten-day right of withdrawal benefits only the non-professional buyer of a dwelling. The seller is bound from signature of the preliminary agreement. If the seller later refuses to sell when the conditions are satisfied, the buyer may seek forced completion of the sale or damages, often on the basis of a penalty clause provided for in the contract.

What happens if I do not obtain my mortgage?

If the preliminary agreement contains a condition precedent of obtaining the loan and the bank refuses your financing on terms consistent with those set out in the contract, the sale lapses and your deposit is returned to you. You must, however, have submitted a serious loan application consistent with the preliminary agreement. If you took no steps or deliberately undermined your application, the condition is deemed satisfied through your fault and the seller may keep the deposit. This mechanism falls under Articles L. 313-40 et seq. of the French Consumer Code.

How long is there between the preliminary agreement and the final deed?

In practice, a period of two to three months separates signature of the preliminary agreement from signature of the notarised deed. This period corresponds to the time needed for the cooling-off period to expire, to obtain replies from the authorities, to clear pre-emption rights, to assemble up-to-date diagnostics and to allow the buyer to finalise the loan. The parties may agree a shorter or longer period depending on the complexity of the file.

Is a deposit mandatory and how much should it be?

Payment of a deposit is not required by law, but it is constant practice. Its amount is freely negotiated between the parties and generally represents a fraction of the sale price. The sum is held by the notary or the estate agent in a dedicated account, without being handed to the seller. It is deducted from the price on the day of the deed, or returned to you if you withdraw within the ten days or if a condition precedent fails through no fault of yours.

Can one withdraw from the sale after the cooling-off period?

Once the ten-day period has expired, the buyer can no longer withdraw freely. The buyer nevertheless remains protected by the conditions precedent: if one of them fails, for example a justified loan refusal, the sale is cancelled without penalty. Outside that case, withdrawing without reason after the cooling-off period exposes the buyer to losing the deposit, or even to an action by the seller for forced completion of the sale.

Can a condition precedent benefit the seller?

Yes, even though conditions precedent most often protect the buyer, some may benefit the seller or both parties. For example, a condition relating to the release of a mortgage or the settlement of an estate in progress may be stipulated in the seller's interest. What matters is the precise wording of the clause: it must state the expected event, the time limit for its satisfaction and the party in whose interest it is provided, since only that party may, in principle, waive it.