The conclusion of contracts concerning real estate represents one of the most important and sensitive legal transactions between natural and legal persons. Due to the substantial value of real property and the significant legal consequences arising from such contracts, the legislator has, through specific provisions of the Law on Obligations (ZOO), established a stricter formal framework in order to protect legal certainty, the security of transactions, and the interests of the contracting parties.
Under the provisions of the ZOO, contracts relating to the transfer, acquisition, or limitation of real rights in immovable property must be concluded in written form in order to be valid. Written form constitutes an essential requirement for validity (ad solemnitatem), meaning that an oral agreement or an informal record of an agreement does not produce the legal effects necessary for acquiring real rights in immovable property. This ensures clarity of the contract, proper identification of the subject matter, and evidentiary value in potential legal disputes.
For contracts transferring ownership of real property, written form alone is not sufficient; the contract must also contain all essential elements: a precise description of the property, the details of the contracting parties, an explicit declaration of intent to transfer ownership, and a valid purchase price if the transaction concerns a sale. The absence of any of these elements may result in the nullity of the contract or in the impossibility of registering it in the land register.
It should be emphasised that, for the contract to have legal effect vis-à-vis third parties (i.e., for the registration of rights in the land register based on that document), the signatures of the contracting parties must be notarised, usually before a public notary. Although the notarisation of signatures is not a requirement for the formation of the contract itself, it is indispensable for the registration in the land register, which constitutes the final step in the transfer of real rights. In practice, notarisation ensures the authenticity and security of the parties’ identities.
Furthermore, a contract for the transfer of real property is legally binding between the parties from the moment it is concluded in the required form, whereas the transfer of ownership is effected only upon registration in the land register, in accordance with special regulations. This clearly separates the obligational stage from the property-law stage of the transfer.
It is important to note that the strict rules regarding the form of real estate contracts primarily serve legal certainty. Given that real property represents high-value assets, written form prevents abuses, protects the contracting parties, and ensures transparency and reliability in real estate transactions.
In conclusion, contracts concerning real property under the ZOO must be drafted in written form, contain all essential elements of the legal transaction, and bear notarised signatures for the purpose of land-registry registration. Compliance with these statutory requirements is essential to ensure a valid and enforceable legal framework and to protect the rights and interests of all participants in real estate transactions.
However — it should also be noted — the ZOO itself does not impose a universal requirement that every real estate contract must be in written form. The ZOO allows freedom of contract, and, as a rule, it is sufficient that the parties reach agreement on the essential elements.
In practice, special rules commonly apply to real estate transactions: for the transfer of ownership, building rights, easements, and similar matters, the Law on Ownership and Other Real Rights is applied; and for the registration of rights, the Land Registry Act. Within this framework, the general rule is that a written contract — most often notarised — is required in practice, one that precisely describes the property and meets all statutory requirements for subsequent registration.
Therefore, although the ZOO provides the basic framework for the formation of contractual obligations (agreement, offer, acceptance), the specific requirements — form, content, notarisation, and land-registry registration — arise from a combination of the ZOO and the relevant property-law regulations. Accordingly:
- A contract of sale, gift, exchange, or any other legal transaction transferring or limiting a real right in immovable property must be in a form that legally permits the registration of rights (i.e., written and notarised).
- The contract must contain all essential elements: the identity of the parties, an accurate description of the property (which must correspond to the land-registry records), the price (in the case of a sale), or other consideration/legal basis of the transaction — as required for proper registration.
In conclusion: for contractual obligations to be valid between the parties, the ZOO requires only agreement on the essential elements, subject to any additional requirements for specific transactions. However, due to the legal nature of real estate transactions and the transfer of ownership in the property-law sense, it is necessary to comply with the requirements of the Law on Ownership and the land-registry regulations — which in practice means a written, notarised contract containing all required elements.
As a final recommendation, when concluding contracts relating to real estate — especially those of significant value — nothing should be left to chance. It is strongly advisable to proceed in consultation with a legal professional in order to avoid potentially serious consequences.