For those from abroad, the stage of the real estate purchase proposal is often the most “dangerous” of the entire transaction. In many countries, in fact, the purchase offer is an informal, revocable step with no immediate effect. In Italy, on the other hand, the proposal is not a simple “expression of interest”: it can quickly become a contractual commitment with important economic consequences.

It is common for the foreigner to sign a proposal at the agency “to lock in the house,” convinced that verifications will take place later. In reality, in Italian law, the moment when one binds oneself can come sooner than expected. This is why it is essential to understand how the proposal works, what clauses really affect it, and what protections to include before paying sums. See also this complete article: https://studio-mauro.it/non-categorizzato/acquistare-un-immobile-in-italia-da-cittadino-straniero-presupposti-giuridici-documenti-necessari-e-modalita-di-pagamento/

What is a purchase proposal and when does it take effect

A purchase proposal is, technically, a contractual proposal: an offer made to the seller on terms already determined (price, timing, payment terms, delivery, any conditions). The contract is concluded when the seller’s acceptance comes to the knowledge of the proposer, according to the scheme of Article 1326 Civil Code (conclusion of the contract).

In Italian real estate practice, the proposal is often qualified as irrevocable for a certain period (“validity/irrevocability” of 7, 10, 15 days or more). The rationale can be traced back to Article 1329 of the Civil Code (irrevocable proposal) and, in some cases, to the structure of theoption under Article 1331 of the Civil Code: in essence, for the stipulated time the buyer cannot freely withdraw.

The operative point is this: if the seller agrees within the terms and the acceptance is communicated, the proposal can become a full bond and the buyer can be held to the commitments made.

Why the “in agency” proposal is not a neutral step

Many proposals prepared with standard forms already contain:

• Identification of the property and appurtenances;

• price and timing;

• Discipline of down payment/deposit;

• Date of the preliminary and/or deed;

• allocation of expenses;

• essential statements of the seller;

• default predictions.

If these elements are sufficiently determined, an accepted proposal can already be considered a “simplified” preliminary (even if a later, more comprehensive preliminary is then expected). For the foreigner, this is crucial: there is no rule that “the proposal does not count.” It does count.

Deposit, down payment, deposit: similar words, very different effects

The issue that generates the most litigation is the money paid with the proposal.
In Italian law, the deposit (art. 1385 c.c.) has a special regime: in case of non-performance it can lead to loss of the sum or return of double. A price deposit is a different thing (it is advance on the price, with different logic). A “deposit” may or may not be neutral, depending on how it is qualified and handled.

For a foreigner, the recommendation is simple: never pay large sums without understanding whether it is a deposit or down payment, and without foreseeing what happens if problems arise (e.g., building discrepancies, delays, mortgage not obtained).

Conditions precedent: the most important protection for foreign buyers

A well-written proposal, especially for a foreign buyer, should contain clear and verifiable conditions precedent (Art. 1353 ff. Civil Code), for example:

• Obtaining the loan by a certain date;

• Positive outcome of urban planning/catastrophe checks;

• Delivery of essential documentation (title deed, mortgage situation);

• Cancellation of encumbrances before deed.

The condition precedent, if drafted correctly, is the tool that avoids “getting tied up” and losing sums when an objective event prevents the purchase.

Real estate brokerage: when the commission accrues

Another crucial point for those buying in Italy: the real estate agent’s commission. Generally speaking, Article 1755 of the Civil Code provides that the broker is entitled to commission when the deal is concluded as a result of his intervention. In practice, the “conclusion of the bargain” may already coincide with the acceptance of the proposal or the signing of the preliminary, not necessarily with the deed.
For a foreigner, this means that signing a binding proposal may also affect immediate brokerage costs.

Checklist before signing a proposal (especially useful for foreigners)

Before signing, it is prudent to check:

1. Irrevocability and time limits: duration, method of communicating acceptance, effects of non-response.

2. Amounts paid: deposit or down payment? to whom is the check/money transfer made out? how and when is it returned?

3. Conditions precedent: mortgage, verifications, documents, cancellation of encumbrances.

4. Property status: vacant/occupied, key delivery date, furnishings included/excluded.

5. Expenses: commission, taxes, condominium expenses in arrears (pay attention to the discipline of Art. 63 disp. att. c.c. for condominium contributions).

6. Consistency with preliminary and deed: avoid contradictions that then generate conflicts.

Conclusion: the proposal is the “point of no return” if poorly written

For the foreign buyer, the most common mistake is to consider the proposal as a preliminary step with no effect. In Italy, it can be the exact opposite: the proposal, once accepted, can become the first real contractual bond. Legal support before signing allows the proposal to be transformed into a tool for protection, not a source of risk.