Real Estate Purchase Contracts in Colombia
The promesa de compraventa is the contract that commits both parties to a sale and protects your deposit. Getting its terms right matters as much as the price you agree to pay.
What the Promesa de Compraventa Does
Nearly every Colombian property purchase begins with a promesa de compraventa, the preliminary contract signed before the final deed, the escritura pública, is executed at a notary. This contract fixes the price, the payment schedule, the closing date, and the conditions each party must satisfy before the sale closes. Article 1611 of the Colombian Civil Code makes the promesa binding the moment it is signed correctly. Once it is signed, walking away without a valid contractual reason exposes the withdrawing party to financial penalties.
The Four Requirements That Make a Promesa Enforceable
Colombian law sets four conditions for a promesa de compraventa to produce any legal obligation at all. Miss one and the contract carries no binding force, whatever the parties believed they signed.
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The promesa must be in writing. A verbal agreement, even one backed by a deposit payment or witnesses, creates no obligation under Colombian law.
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Both parties must have the legal capacity to contract, and their consent must be free of defect. Fraud, mistake, or coercion in how the terms were presented can undo the contract later.
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The contract must set a fixed date or a determinable condition for signing the escritura pública. A promesa that leaves the closing date open ended is unenforceable, because neither party can be shown to be in breach of a deadline that was never set.
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The property and the sale terms must be identified with enough precision that nothing beyond delivery and notary formalities remains to complete the transaction. For real estate this means the full legal description, the matrícula inmobiliaria (property registration number), and exact boundaries where the property is rural. A promesa that describes the property loosely, by neighborhood or informal address alone, is at real risk of being held void for lack of a determined object.
How the Deposit Actually Works: Arras de Retracto vs. Arras Confirmatorias
Foreign buyers frequently assume a deposit locks both sides into the deal. Under Colombian law, that depends entirely on how the arras clause is written, and getting this wrong is one of the costliest mistakes in a Colombian property purchase.
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Arras de retracto, governed by Articles 1859 and 1860 of the Civil Code, give both parties the right to walk away from the contract. If the buyer withdraws, the buyer forfeits the deposit. If the seller withdraws, the seller must return the deposit doubled. Neither side commits a breach by exercising this right. The contract simply ends on the terms the parties already agreed to when they set the arras.
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Arras confirmatorias, governed by Article 1861, work the opposite way. They confirm the parties' commitment to close and remove the right to withdraw. If either party backs out, that party is in breach, and the contract can carry a penalty clause on top of the deposit itself, or entitle the other party to demand performance through the courts. When the deal closes as planned, the confirmatoria deposit is credited toward the purchase price.
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Colombian law defaults to arras de retracto whenever the contract does not state, in writing, that the deposit is confirmatoria. This default favors an easy exit over commitment, which is rarely what a buyer who has already completed due diligence and wants the deal to close actually wants. Every promesa de compraventa our firm drafts states explicitly which type of arras applies, because leaving this ambiguous hands the other side an exit that the buyer never intended to give them.
Terms Worth Getting Right Beyond the Deposit
The arras clause sets the tone, but several other terms carry equal weight in a promesa de compraventa.
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The contract states the exact condition the property must be delivered in, including any fixtures, appliances, or furnishings included in the sale price. It assigns responsibility for outstanding utility bills, administración fees, and property tax (predial) up to the closing date, and it specifies what happens if a debt on the property surfaces after signing that neither side disclosed. It sets a firm timeline for correcting any title defect found during due diligence, rather than leaving the buyer to negotiate that timeline after a problem has already surfaced and leverage has already shifted to the seller. And it states plainly whether the sale is contingent on financing approval, on the due diligence results, or on any other condition the buyer needs satisfied before the deposit becomes non-refundable.
Who Pays What at Closing
The promesa de compraventa is also where closing costs get allocated, and Colombian practice splits several of these costs by custom rather than by law. That means the contract has to state the split; nothing forces a default at the notary.
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Notary fees run about 0.3 percent of the sale price and split between buyer and seller by long standing practice, though the contract can assign this differently. Registration rights paid to the Superintendencia de Notariado y Registro run as high as 1.333 percent of the price plus a 2 percent surcharge for transactions above the current threshold, and the departmental registration tax (impuesto de registro) adds another 0.5 to 1 percent, set by each department. Buyers cover both the SNR registration right and the departmental registration tax. Total statutory closing costs on the buyer's side land between 2 and 3 percent of the purchase price, before private legal fees, certificates, and any mortgage related costs.
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None of this gets negotiated at the notary. It gets fixed in the promesa, and a contract silent on cost allocation leaves the buyer exposed to whatever the seller's side assumes at closing.
Common Mistakes Foreign Buyers Make
The most frequent mistake is signing a promesa de compraventa drafted from the seller's agent's template without an independent legal review. These templates favor the seller by design. Deposit forfeiture language is vague, responsibility for pre-existing debts on the property goes unassigned, and the arras clause stays silent on retracto versus confirmatoria, which under Colombian law defaults against the buyer's interest.
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The second most frequent mistake is treating the promesa as a formality and signing before due diligence is complete. Once signed, the buyer has already given up most of the leverage needed to negotiate price adjustments or walk away cleanly if the title search or property inspection turns up a problem. Due diligence belongs before the signature, not after it.
From Contract to Closing
Once the promesa de compraventa is signed and every condition in it has been satisfied, the transaction moves to the notary for the escritura pública, the public deed that transfers ownership. The terms fixed in the promesa carry through to this stage in full. A contract with loose or ambiguous language does not get cleaned up at the notary. It produces disputes right up to, and sometimes after, closing.
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Buyers who cannot be in Colombia to sign do not need to delay the purchase. The firm prepares a power of attorney that lets a representative sign the promesa, and later the escritura pública, on the buyer's behalf, apostilled and ready to use with the notary.
Meet Jineth
Senior Associate, LCG-Colombia
Jineth is LCG-Colombia's lead real estate attorney, with 12 years of experience drafting and negotiating property contracts. She prepares and reviews promesas de compraventa and final deeds for foreign buyers, making sure deadlines, penalties, and payment terms protect the client, and she explains every clause in plain English.