Assistance with the purchase and sale of real estate

What we do

The purchase and sale of real estate is not part of daily practice for many. When real estate is sold or bought, real estate law applies. Our team of legal experts and lawyers can provide support during negotiations regarding the property. We can also assist in the event that hidden defects come to light during the purchase or sale. Furthermore, we provide clients with legal advice regarding the statute of limitations on claims. Finally, we can answer questions regarding the establishment of a usufruct or long-term lease.

When involved in a new construction project or having a home built on one's own plot of land, it is important that everything is properly arranged from a legal perspective. For instance, the parties must enter into a purchase/construction agreement or a construction agreement in which the rights and obligations of the parties are stipulated.

Questions regarding the purchase and sale of real estate? Please contact us.

The purchase agreement and resolutive conditions

The heart of every real estate transaction is the purchase agreement. When a consumer purchases a home, the written requirement of Article 7:2 of the Dutch Civil Code applies: the purchase is only binding once it has been recorded in writing. This same provision grants the private buyer a statutory cooling-off period of three days, which commences as soon as the signed deed of sale has been handed over to the buyer. In addition, parties often include resolutive conditions, such as a financing clause or a structural inspection clause. We assess whether the chosen wording actually protects you and whether, for example, the time limit and the requirements for invoking the financing clause are watertight. These consumer protection rules do not apply to business buyers, meaning an entrepreneur must fully secure their position contractually. Whether you are the baker on the corner buying a commercial property or a group expanding a real estate portfolio, our lawyers and in-house counsel draft the agreement or critically review it.

Hidden defects, conformity and duty to complain

A common dispute arising after delivery concerns hidden defects. Based on the conformity requirement of Article 7:17 of the Dutch Civil Code, a buyer may expect the real estate to possess the characteristics necessary for normal use. Whether a defect is at the expense of the seller or the buyer depends on the interplay between the seller's duty to disclose and the buyer's duty to investigate. The seller must report known defects; in case of reasonable doubt, the buyer must conduct further investigation himself. If a defect comes to light after the transfer, the duty to complain under Article 7:23 of the Dutch Civil Code applies: the buyer must protest within a reasonable time after discovery, under penalty of forfeiture of his rights. In appropriate cases, the buyer may also invoke error pursuant to Article 6:228 of the Dutch Civil Code. Sellers often limit their risk with an age clause or a non-occupancy clause. We advise both parties on the appropriate clauses and assist you when a defect issue escalates.

Due diligence and legal title investigation

Before you sign, thorough preliminary research is essential. We conduct legal due diligence on the property: we check the Land Registry to determine ownership and whether any mortgage rights, attachments, or easements encumber the plot. We also assess public law preconditions, such as the zoning plan and whether the intended use is permitted under the zoning plan. Particular attention is paid to soil contamination and the presence of asbestos, which can significantly affect value and usability. Between the conclusion of the purchase and the transfer of ownership, the buyer can protect their position by registering the purchase agreement in the public registers, the so-called Vormerkung under Article 7:3 of the Dutch Civil Code. This registration protects the buyer for six months against, among other things, bankruptcy or attachment on the part of the seller.

Commercial real estate transactions: asset deal, guarantees and transfer tax

Commercial real estate involves additional questions. A company can purchase real estate directly (asset deal) or acquire the shares of the company holding the property (share deal); this choice has tax and legal implications, including regarding transfer tax. Extensive guarantees and indemnities are then included in the purchase agreement, for example regarding the condition of the property, existing lease agreements, and permits. Our mixed teams of lawyers and in-house counsel assist both small business owners and international corporations in structuring the transaction, negotiating guarantees, and managing risks. This ensures that unexpected obligations after the transfer do not fall to you.

Delivery at the notary

Ownership of real estate is only transferred upon registration of a notarial deed of transfer in the public registers, in accordance with Article 3:89 of the Dutch Civil Code. In doing so, the notary verifies ownership and arranges for the cancellation of any mortgages. We align the deed of transfer with the purchase agreement, ensure that agreed guarantees and resolutive conditions are correctly incorporated, and guarantee that the settlement of the purchase price and the handover of the keys proceed without legal surprises.

Assistance with the purchase and sale of real estate within real estate law

This service falls within our broader expertise in Real Estate Law . Depending on your situation, a purchase or sale may also involve other aspects, such as drafting the purchase and construction agreement for new builds, questions regarding easements on the property, or disputes concerning neighbour law . If the purchased property is rented out, tenancy law quickly comes into play. We maintain an overview and switch between these sub-areas where necessary, ensuring your transaction is fully covered legally.

Frequently asked questions about the purchase and sale of real estate

Do I need a lawyer or legal expert when buying real estate?
It is not mandatory, but it is advisable. An independent review of the purchase agreement, the resolutive conditions, and the title investigation prevents costly surprises afterwards. In the event of a dispute, our lawyers will also assist you in legal proceedings.

How long do I have to complain about a hidden defect?
​​Pursuant to the duty to complain under Article 7:23 of the Dutch Civil Code, you must protest to the seller within a reasonable time after discovering the defect. If you wait too long, you may forfeit your rights. Therefore, seek legal assistance quickly.

What does the Vormerkung entail?
By registering the purchase agreement in the public registers (Article 7:3 of the Dutch Civil Code), you, as the buyer, are protected for six months against, among other things, attachment and bankruptcy on the part of the seller, until delivery takes place.

Do you want certainty when buying or selling your real estate? Then contact us for a no-obligation consultation.