Preliminary sale agreement: how long between signing and the final deed?

Buying or selling a property does not happen in a day. Between the signing of the compromis de vente (preliminary sale agreement) and that of the authentic deed before the notary (notaire), several weeks, often several months, go by. This wait worries the buyer, who is eager to have the use of the home, as much as the seller, who needs the funds. And when one party delays, stops responding or finally refuses to sign, the question becomes a legal one. This article sets out the normal time between the preliminary agreement and the final deed, the factors that lengthen it, and the practical remedies when the time limit is exceeded or a party drags out the transaction.

What the preliminary sale agreement actually commits you to

Before discussing time limits, one must understand the scope of the preliminary agreement. Contrary to a widespread idea, the preliminary sale agreement is not a mere agreement in principle. In French law, it is a bilateral promise to sell (promesse synallagmatique de vente): both parties commit reciprocally, one to sell, the other to buy, at a determined price. What distinguishes this reciprocal commitment from the unilateral promise is set out in our article on the preliminary agreement and the promise of sale.

Article 1589 of the French Civil Code is unambiguous:

A promise of sale is equivalent to a sale, where there is reciprocal consent of the two parties on the thing and on the price.

In other words, from the signing of the preliminary agreement, the sale is legally formed in principle. The authentic deed that follows merely records it officially, publishes it at the land registry (service de la publicité foncière) and transfers ownership in a way that can be enforced against third parties. This is why the period between the two signatures is not dead time: it is the phase during which all the conditions that make the sale final are satisfied.

This distinction sheds light on everything else. The period between the preliminary agreement and the deed does not exist to allow someone to change their mind, except in the very tightly regulated cases we will see. It exists to satisfy the conditions precedent (conditions suspensives) and complete the formalities.

How much time elapses between the preliminary agreement and the final deed

The average period observed

In practice, the period between the preliminary sale agreement and the authentic deed is most often around three months. This is not a legal rule but a customary duration, negotiated between the parties and entered in the preliminary agreement in the form of a forecast date for completion (réitération).

This three-month period is not arbitrary. It corresponds to the time needed to carry out several operations in parallel: the buyer obtaining the loan, clearing the urban pre-emption right (droit de préemption urbain) of the commune, carrying out the surveys and planning checks, and the notary preparing the deed. Some sales are completed in two months where the buyer pays cash and the property raises no difficulty. Others stretch over four to six months when a right of way (servitude), an ongoing succession or a complex loan file slows the process.

The date shown in the preliminary agreement is therefore a target date, fixed by mutual agreement. It serves as a benchmark for the parties and the notary, but its legal nature, as we will see, deserves particular attention when it is exceeded.

The ten-day withdrawal period

The first segment of the life of the preliminary sale agreement is the withdrawal period. Article L. 271-1 of the French Construction and Housing Code gives the non-professional buyer of a residential property ten days to withdraw, without reason or penalty, from the day after the first presentation of the letter notifying the preliminary agreement to him or her.

This period, initially seven days, was extended to ten days by Act No. 2015-990 of 6 August 2015, known as the Macron Act. It protects only the buyer, never the seller, and only where the property is intended for residential use. The buyer of purely commercial premises, or a professional buyer, does not benefit from it on the same terms.

In practical terms, if the buyer withdraws within this period, the sale is annulled and the deposit paid is returned in full, in principle within twenty-one days. After this ten-day period, withdrawal is no longer possible: the buyer is committed and can only get out through the operation of the conditions precedent.

Conditions precedent, the main factor in duration

This is where most of the time between the preliminary agreement and the deed is determined. A condition precedent is a future and uncertain event on which performance of the sale depends. As long as it is not fulfilled, the sale is in suspense. If it fails, the sale is deemed never to have existed and each party returns to its initial position.

The most common condition precedent is obtaining the mortgage loan. Where the buyer finances the purchase by borrowing, Article L. 313-41 of the French Consumer Code requires that the period of validity of this condition be not less than one month from the signing of the preliminary agreement. In practice, preliminary agreements provide for a period of forty-five to sixty days to allow the buyer to submit the application and obtain a firm loan offer. On the risks and precautions specific to this situation, see our analysis of signing a preliminary agreement before the bank's approval.

Other conditions precedent mechanically lengthen the period:

• the absence of pre-emption by the commune, which generally has two months to decide after receiving the declaration of intention to sell (déclaration d'intention d'aliéner)
• obtaining a planning certificate (certificat d'urbanisme) or an administrative authorisation
• clearing a mortgage or obtaining the release of a registration encumbering the property
• the absence of an undeclared right of way revealed by the notary's searches

Each condition adds its own processing time. A sale involving a loan condition, a pre-emption clearance and an unliquidated succession on the seller's side will necessarily stretch beyond the quarter. The duration of the preliminary agreement is therefore, above all, a reflection of the number and complexity of the conditions to be satisfied. The conditions to be satisfied and the formalities that precede the final signing are covered separately in our article on the steps that follow the signing of the preliminary agreement.

Why the period may extend beyond forecasts

Even with a well-drafted preliminary agreement, several situations push back the date of the authentic deed. Identifying them makes it possible to anticipate and not to confuse normal delay with real default.

Financing remains the first cause of lengthening. A refused loan application obliges the buyer to approach other banks, which eats into the period. An agreement in principle that is slow to become a firm offer has the same effect. Until the offer is issued and then accepted, in compliance with the ten-day reflection period imposed by the Consumer Code, the deed cannot be signed.

The notary's checks are the second source of delay. The notary must obtain the mortgage record of the property, verify the origin of ownership over thirty years, request the planning documents from the town hall and clear the pre-emption rights. Where the property comes from a succession, a gift or joint ownership (indivision), these searches become more complicated and the certificate of non-pre-emption may be slow.

Finally, circumstances specific to the property or the parties come into play: an asbestos or termite survey revealing a problem, a property manager (syndic) of the co-ownership (copropriété) slow to provide the mandatory documents, a seller who must first settle a debt in order to obtain the release of a mortgage. Each of these elements shifts the completion date without any fault on the part of a party.

The distinction is fundamental. A delay justified by the satisfaction of the conditions precedent gives rise to no remedy: it is part of the normal process. It is only when the delay becomes unjustified, or when a party simply refuses to come and sign, that the legal ground shifts.

What to do if the planned period is exceeded

The date of the deed is not always a deadline

Here is the point that many buyers and sellers overlook: the date for signing the authentic deed entered in the preliminary agreement is, as a general rule, not a cut-off date. Unless there is an express clause to the contrary, case law treats it as an indicative date, a forecast objective, and not as an extinctive term whose expiry destroys the sale.

In practical terms, if the preliminary agreement provides for signing on 30 June and the notary is not ready on that date because he or she is waiting for a planning document, the sale is not void for that reason. The parties remain committed and the deed will be signed a few days or weeks later, once the obstacle is removed. Mere expiry of the date releases no one.

For a date to become truly mandatory, the preliminary agreement must expressly stipulate a strict time limit, stating for example that exceeding it will cause the sale to lapse automatically. In the absence of such a clause, the date remains flexible. This is why it is prudent, before signing, to have a lawyer or notary check the exact wording of this clause, because it radically changes each party's rights in the event of delay.

Formal notice, an indispensable step

Where the time limit is exceeded and one party considers that the other is delaying without legitimate reason, the first legal step is not to bring proceedings but to send a formal notice (mise en demeure). Sent by registered letter with acknowledgement of receipt, ideally through a lawyer, it summons the defaulting party to attend to sign the deed on a specific date, at a specific place, generally the notary's office.

This formal notice plays a central role. It marks the starting point of contractual sanctions, in particular the penalty clause (clause pénale), and it is proof of the refusal if the matter goes to litigation. A debtor who has been served with formal notice and does not attend the appointment fixed is in a position of established default.

In practice, the notary then draws up a record of default (procès-verbal de carence) noting the absence of the summoned party. This document, dated and signed, formalises the breach and opens the way to remedies. Without prior formal notice, court action for non-performance would be fragile, because French law requires, subject to exceptions, that the debtor has been formally invited to perform the obligation before consequences are drawn from it.

When a party refuses to sign or drags out the transaction

Forced sale, a powerful weapon

Since the preliminary agreement is equivalent to a sale within the meaning of Article 1589 of the French Civil Code, the party suffering the other's refusal has a formidable remedy: to ask the court for forced performance of the sale. The aim is not only to obtain damages, but to have the court find that the sale is complete and to make it final despite the refusal.

The judicial court (tribunal judiciaire) of the place where the property is situated can thus give a judgment that is equivalent to a deed of sale. Once published at the land registry, this judgment transfers ownership as the authentic deed would have done. A seller who refuses to sign because he or she has found a better buyer can therefore be compelled to transfer the property to the original buyer, at the price agreed in the preliminary agreement.

This route is open to the seller against a recalcitrant buyer as much as to the buyer against a seller who backs out. It assumes, however, that all the conditions precedent have been satisfied: a sale cannot be forced if the loan has not been obtained or if the commune has exercised its pre-emption right. The procedure takes time, often several months, and its cost justifies weighing the benefit of the measure according to the value of the property and the strength of the case.

The penalty clause and the withdrawal option

Alongside forced performance, the preliminary agreement almost always provides for a penalty clause. This is a lump sum, frequently set at a percentage of the sale price, which the defaulting party must pay to the other as compensation for the harm caused by its refusal. The deposit paid by the buyer, often held in escrow by the notary or the estate agent, generally serves as the basis of this compensation.

The penalty clause must be distinguished from the withdrawal clause (clause de dédit). The penalty clause sanctions non-performance: it is in addition to the possibility of seeking forced performance. The withdrawal clause, which is rarer, conversely provides a right to renounce the sale in return for forfeiting a sum, turning the commitment into a mere option. A precise reading of the preliminary agreement is therefore decisive in knowing whether a party can withdraw by paying, or whether it remains bound to go through with the sale.

The judge also has a power of moderation. If the amount of the penalty clause is manifestly excessive or derisory, the court may reduce or increase it. The party relying on the clause therefore does not always obtain the full sum provided for, especially if the actual loss is limited.

Choosing between performance and compensation

Faced with a party that delays or refuses to sign, the injured party must choose. It can either demand the sale by way of forced performance, or give up the sale and settle for the compensation provided by the penalty clause, possibly increased by additional damages if its loss exceeds the lump-sum amount.

The choice depends on the specific situation. A buyer who is set on the property and cannot find an equivalent will have an interest in seeking forced performance. A seller under pressure from a deadline, conversely, will often prefer to collect the penalty clause and put the property back on the market rather than start a lengthy procedure. This choice is best made with a lawyer, who will assess the chances of success, the time and the cost of each option before any decision.

Conclusion

The period between the preliminary sale agreement and the final deed is neither a legal vacuum nor a mere waiting time: it is the active phase during which the conditions precedent are satisfied and the formalities that make the sale definitively enforceable are completed. Three months is the usual benchmark, but the only duration that really matters is the one that follows from the conditions entered in the preliminary agreement and their complexity.

The essential message comes down to a nuance that is often misunderstood: the date of the deed is almost never a cut-off, unless there is an express strict-deadline clause. A delay justified by the satisfaction of the conditions gives no right to act. On the other hand, as soon as a party backs out or drags out the transaction without reason, formal notice opens the way to powerful remedies, up to forced performance of the sale, since the preliminary agreement is already a sale.

Before signing, have a lawyer review the clause fixing the completion date and the penalty clause: they will determine your rights in the event of delay or refusal. And if the time limit is exceeded and the other party no longer responds, do not wait: a formal notice, sent without delay, preserves your rights and lays the foundations of any later remedy.

Frequently asked questions

How long between the preliminary sale agreement and the authentic deed?

The usual period is about three months. It is not fixed by law but negotiated between the parties and entered in the preliminary agreement. This duration corresponds to the time needed to satisfy the conditions precedent, mainly obtaining the loan and clearing the commune's pre-emption right. A cash sale without difficulty can be completed in two months, whereas a complex file can exceed four months.

Is the date for signing the deed entered in the preliminary agreement binding?

No, unless there is an express clause to the contrary. Case law treats this date as indicative, a forecast objective and not a cut-off period. Its mere expiry therefore does not cause the sale to lapse or release the parties. To make the date mandatory, the preliminary agreement must expressly stipulate a strict time limit providing for automatic lapse if it is exceeded.

Can you withdraw after signing a preliminary sale agreement?

The non-professional buyer of a residential property has a ten-day withdrawal period, provided for by Article L. 271-1 of the French Construction and Housing Code, from the day after notification of the preliminary agreement. After this period, he or she can no longer withdraw freely and remains committed, subject to the operation of the conditions precedent. The seller has no right of withdrawal.

What should you do if the seller refuses to sign the final deed?

First, a formal notice must be sent by registered letter summoning the seller to attend the notary's office on a specific date. If the refusal persists, the notary draws up a record of default. The buyer can then apply to the judicial court for forced performance of the sale: since the preliminary agreement is equivalent to a sale under Article 1589 of the French Civil Code, the judgment can be equivalent to a deed of sale and transfer ownership despite the refusal.

What happens if the buyer does not obtain the loan in time?

If the preliminary agreement contains a condition precedent of obtaining a loan and the buyer, despite serious efforts, does not obtain the financing within the period provided, the condition fails. The sale is then deemed never to have existed and the deposit is returned to the buyer. On the other hand, if the buyer has not submitted an application or has deliberately caused the loan to fail, the condition may be deemed fulfilled and the buyer may be held liable.

What is the amount of the penalty clause in the event of non-signature?

The penalty clause is frequently set at a percentage of the sale price, often corresponding to the deposit held in escrow. It compensates the party harmed by the other's refusal on a lump-sum basis. The judge nevertheless has the power to reduce a manifestly excessive clause or increase a derisory one. The injured party may also choose forced performance rather than collecting the clause.

How long is the deposit kept after a withdrawal?

Where the buyer withdraws within the statutory ten-day period, the deposit must in principle be returned within twenty-one days from the day after the withdrawal. This sum, generally held in escrow by the notary or the estate agent, comes back to the buyer in full, without penalty, provided the withdrawal took place in time.