Disclaimer: This article is for general information only and does not constitute legal advice. The choice between a compromis and a promesse de vente is consequential and the conditions clause structure can vary by notary. Consult a French notaire or avocat spécialisé en droit immobilier before signing any pre-sale contract on French property. The English Investor accepts no liability for decisions taken on the basis of this article.
A London-based buyer has agreed in principle to buy a Marais flat for €620,000. The notary sends a draft pre-sale contract, attaches a calendar with a signing date in three weeks, and asks whether the buyer would prefer a compromis de vente or a promesse unilatérale de vente. The buyer has heard both terms, has been told by an English property forum that “compromis is binding and promesse is not”, and is uncertain which one to ask for. The notary’s email gives a brief description of each but does not recommend one over the other; the choice, the notary writes, depends on the buyer’s situation.
This is the structural map of the two pre-sale contracts that French property transactions use, what each one actually commits the buyer and seller to, why the 10-day cooling-off window matters less than most foreign buyers think, how the financing condition suspensive works under the Scrivener regime, and the practical case for each contract type for a non-resident buyer signing remotely. The two contracts are functionally close — both lock in price, parties and property — but the legal architecture is different enough that the wrong choice can cost a buyer their deposit or leave a seller exposed to specific performance.
The two pre-sale contracts at a glance
French residential conveyancing virtually always passes through a pre-sale contract — an avant-contrat — before the acte authentique that transfers ownership. The avant-contrat fixes the price, the parties, the property, and the conditions that must be satisfied before the sale completes. It is signed weeks or months before the acte, gives the notary the time needed to assemble the dossier (cadastral extracts, diagnostics, hypothecary searches, urban-planning certificates), and locks the transaction in place subject to the suspensive conditions.
Two avant-contrat types coexist in French practice. The compromis de vente — also called the promesse synallagmatique de vente — binds both seller and buyer reciprocally. From signature, both sides are committed: the seller must sell, the buyer must buy, subject only to the conditions suspensives. Article 1583 of the Code civil treats the synallagmatic promise as a perfected sale in itself: the sale is, in the code’s own terms, “perfect between the parties… as soon as the thing and the price have been agreed.” So a compromis is, conceptually, a sale that just hasn’t been formally recorded yet.
The promesse unilatérale de vente (PUV) binds only the seller. The seller commits to sell at the agreed price and terms; the buyer holds an option to buy, which they exercise (or do not) within a defined window — typically two to four months. If the buyer exercises the option, the sale completes on the agreed terms; if they let the option lapse, the seller is released and keeps an indemnity for having taken the property off the market in the meantime.
The compromis dominates French practice numerically — roughly 80% to 90% of residential transactions use it — because it offers symmetric certainty to both parties. The PUV is more common at the higher end of the market, on commercial or high-value residential property where the seller wants to lock in a buyer but the buyer wants to preserve the flexibility to walk without specific-performance exposure.
The compromis de vente — symmetric commitment
Under a compromis de vente, both parties are bound from the day of signature, subject to the suspensive conditions written into the contract. If the conditions are satisfied and one party refuses to proceed to the acte, the other party has two remedies under French civil law: exécution forcée (specific performance — the court orders the sale to proceed by judicial decree) or résolution avec dommages-intérêts (rescission with damages). In practice, French courts tend to grant specific performance against a defaulting seller, because under article 1583 the sale is already legally perfected; against a defaulting buyer, the more common outcome is forfeiture of the séquestre as damages — though specific performance against the buyer is also available where the seller seeks it, and the choice between remedies turns on case-by-case proportionality under article 1221 of the Code civil (since the 2016 contract-law reform).
The séquestre — the buyer’s deposit, paid at compromis signature and held in escrow by the notary — runs between 5% and 10% of the purchase price in conventional practice. The exact percentage is negotiated. The séquestre serves as the buyer’s commitment, applied to the purchase price at closing if the sale completes, and forfeitable to the seller if the buyer reneges without justification after the rétractation window and after the suspensive conditions have been satisfied. The séquestre is held by the notary’s office in a regulated account; it is not handled by the seller directly.
A compromis can be signed as a private document (sous seing privé) or as an authenticated deed before a notary (par acte authentique). For straightforward residential transactions, the sous-seing-privé form is the default; the cost is lower (no notary’s emoluments on the compromis itself) and the legal effect is essentially identical. For complex transactions — large transaction sizes, conditions involving company shares, off-plan elements — the authenticated form is more common.
The promesse unilatérale de vente — asymmetric flexibility
The PUV is more flexible from the buyer’s perspective and more constrained from the seller’s. The seller is bound from signature; the buyer can walk away by simply letting the option lapse, with no obligation to justify the decision. The trade-off is the indemnité d’immobilisation — a sum the buyer pays the seller at the signature of the PUV, in consideration of the seller taking the property off the market for the option period.
The indemnité d’immobilisation runs between 5% and 10% of the agreed purchase price in conventional practice — the same magnitude as a compromis séquestre, but with a different legal nature. If the buyer exercises the option, the indemnité is applied to the purchase price (so the buyer pays the remaining 90%-95% at completion). If the buyer lets the option lapse, the seller keeps the indemnité; the buyer has paid for the time the property was taken off the market. The buyer cannot generally recover the indemnité unless the failure to exercise is attributable to a suspensive condition (typically the financing condition under loi Scrivener, which applies to PUVs as it does to compromis).
The PUV carries a procedural requirement that the compromis does not. Under article 1589-2 of the Code civil, a PUV on real estate is void unless it is either (a) drawn as an authenticated deed before a notary, or (b) signed sous seing privé and registered with the tax administration within ten days of signature. The registration formality is to prevent the seller from informally backing out of an off-the-market commitment. Most notaries handling a PUV will draw it as an authenticated deed to avoid the registration trap; sous-seing-privé PUVs are unusual and require careful date-keeping by both parties.
The 10-day rétractation window — the same for both contracts
Whichever contract type is used, the non-professional buyer of residential property is given a 10-day cooling-off period after signature, during which they can rétract from the contract for any reason whatsoever and recover any sums paid in full. The right is set out at article L. 271-1 of the Code de la construction et de l’habitation (CCH); it applies to the buyer only, not the seller, and only to property used or intended for residential use.
The clock starts on the day after the first presentation of the registered letter (lettre recommandée avec accusé de réception) by which the seller or the seller’s agent notifies the buyer of the signed contract. Where the contract is signed in person through a professional intermediary holding a mandate (typically a notary or an estate agent), the act can be handed directly to the buyer, and the 10 days run from the day after the handover.
The rétractation right is procedural and unconditional during the 10-day window. The buyer does not need to justify the decision and recovers any sums paid (séquestre or indemnité d’immobilisation) in full, without indemnity to the seller. After the 10 days expire, the buyer’s exit routes are limited to the conditions suspensives and the rare cases of objective frustration of contract. For most foreign buyers, the practical value of the rétractation window is the breathing room to have the contract reviewed by an independent French advisor before being bound — particularly when the contract was signed remotely under time pressure.
Conditions suspensives — what the contract covers
Both contract types are typically signed subject to a battery of conditions suspensives — suspensive conditions that must be satisfied before the sale can be completed, and the failure of which automatically releases the buyer from the contract. The standard list for a residential purchase includes:
- Obtention du prêt — the buyer obtaining mortgage financing on terms set out in the contract. This is the loi Scrivener condition, covered in detail in the next section.
- Absence de droit de préemption — confirmation that no public authority (the commune, the SAFER for agricultural land, a tenant of the property) has exercised a preferential right to buy at the agreed price.
- État hypothécaire — the property emerging from the cadastral and mortgage register search clean, with no undisclosed encumbrances.
- Urban-planning conformity — confirmation that the property conforms to local planning rules and that no plan modification (PLU, expropriation declaration, ZAC, etc.) is pending that would affect the property.
- Servitudes and easements — confirmation that the property is free of undisclosed easements.
The list can be extended by negotiation. Common buyer-added conditions include the sale of the buyer’s existing property, planning permission for a planned alteration, or the granting of a specific lease arrangement. Each added condition expands the buyer’s exit routes, so sellers typically resist them and notaries advise restraint.
The loi Scrivener mandatory financing condition
One condition has special status: the financing condition under the loi Scrivener of 13 July 1979, codified at articles L. 313-40 and following of the Code de la consommation. Where the contract indicates that the price will be paid in whole or in part with one or more mortgage loans, the financing condition suspensive is automatically included by operation of law and cannot be excluded by the seller. The condition runs for a minimum of one month from signature (or from registration if the contract is a sous-seing-privé PUV requiring registration), and if the buyer fails to obtain financing within the deadline despite reasonable efforts, all sums paid in advance are refunded immediately and in full.
The protection is robust and of public order where the contract indicates that the price will be paid with a mortgage. The buyer cannot waive it through a contractual clause where they have declared the use of a loan. One opt-out route does exist: a buyer who declares in writing — typically by a handwritten déclaration manuscrite in the contract — that the purchase will not be financed by a loan steps out of the loi Scrivener regime entirely. In that case, the buyer carries the entire purchase price risk regardless of any subsequent financing difficulty, and the séquestre or indemnité is at risk in the usual way. A buyer who deliberately fails to apply for financing in bad faith — for example, asking a bank for a loan that the buyer knows will be rejected because the terms are impossible — also forfeits the protection, and the courts have built a body of jurisprudence on what counts as “reasonable efforts” to obtain the loan. But for a buyer making bona fide loan applications under the contractually defined terms who is turned down by the banks on credit grounds, the séquestre or indemnité d’immobilisation comes back in full.
For a foreign buyer, the practical implication is that the loi Scrivener clause should always specify the loan terms in detail — amount, maximum rate, maturity, lender if known. The vaguer the terms, the easier it is for a court to find that the buyer’s “rejected applications” were not in good faith. A clause specifying a €450,000 loan at no more than 4.5% over twenty-five years from a French bank protects the buyer if any of those parameters fails; a clause that just says “subject to financing” is much weaker.
Séquestre vs indemnité d’immobilisation — the legal nature matters
The séquestre under a compromis and the indemnité d’immobilisation under a PUV look identical in numerical terms — both run 5% to 10% of the purchase price, paid by the buyer at signature, applied to the purchase price at completion. The legal nature differs in ways that matter at the edges.
The séquestre is a deposit held by the notary on behalf of both parties, with the buyer remaining the legal owner of the funds until completion or default. If the sale completes, the séquestre is applied to the purchase price. If the buyer defaults after the rétractation window and the conditions suspensives are satisfied, the seller can claim the séquestre as damages — but typically only after a judicial determination, and the buyer can challenge the forfeiture in court. The séquestre is conceptually a buyer’s commitment, not a transfer of value.
The indemnité d’immobilisation under a PUV is, by contrast, a sum the buyer pays the seller in consideration of the seller taking the property off the market. The funds are still typically held by the notary, but the underlying contractual logic is that the buyer has bought a commitment from the seller, and the indemnité is the price of that commitment. If the buyer lets the option lapse without exercising, the seller keeps the indemnité without judicial process — the buyer has simply paid for what they bought (the seller’s commitment) and chosen not to take the next step.
For a buyer who is genuinely uncertain about whether they will proceed, the PUV’s indemnité is a cleaner exit: the cost of walking is predefined and the seller’s recovery is automatic. For a buyer who is confident they will proceed but wants symmetric protection against the seller backing out, the compromis is the better fit: both sides face specific-performance exposure, and the buyer’s right to force completion through the courts is correspondingly stronger.
Remote signing for foreign buyers — procuration mechanics
For most foreign buyers, the pre-sale contract is signed remotely. The two main mechanisms are direct signature via electronic platforms used by French notaries (notably the signature électronique infrastructure operated through the Notariat) and signature by procuration — the buyer signing a power-of-attorney in their home country that authorises a French representative (typically a clerk at the notary’s office, or the buyer’s lawyer) to sign the compromis or PUV on their behalf.
Both routes are well-established, but the procuration approach involves a step that is often underestimated. The procuration must be either signed before a notary in the buyer’s home country (a procuration notariée in the French sense, an authenticated power of attorney) or signed sous seing privé and then apostilled or otherwise legalised so that the French notary will accept it. For UK buyers, the procuration is typically signed before an English solicitor and apostilled at the FCDO Legalisation Office; for US buyers, before a US notary public with apostille from the relevant state authority; for buyers in non-Apostille countries, the consular legalisation chain is required, which takes meaningfully longer.
For the acte authentique itself — the final completion deed that transfers ownership — the procuration must always be authenticated (acte authentique) or apostilled-equivalent. A sous-seing-privé procuration is generally not accepted by the receiving notary. A foreign buyer planning to sign by procuration should start the procuration process two to three weeks before the planned signing date to allow for the apostille turnaround.
The honest closing position
For most foreign buyers of French residential property, the practical choice is between two contract types that are functionally similar but legally distinct. The compromis offers symmetric commitment, simpler documentation, and stronger specific-performance leverage against a wavering seller; it is the default and works in roughly nine of every ten transactions. The PUV offers asymmetric flexibility for the buyer at the cost of an indemnité d’immobilisation whose forfeiture is automatic if the buyer walks; it is the right choice when the buyer wants the option to step back without litigation exposure, with the indemnité d’immobilisation typically falling in the same 5%-10% range as a compromis séquestre.
Three practical points sit alongside the choice. First, the 10-day rétractation window applies whichever contract is used; use it to have the contract reviewed by an independent advisor, particularly if it was signed under time pressure. Second, if the purchase is financed, ensure the loi Scrivener clause specifies the financing terms in detail — a vague clause is materially weaker. Third, if signing remotely, allow two to three weeks for the procuration process so the apostille does not become the bottleneck near the closing date.
The wider French buying picture within which the avant-contrat sits — the step-by-step buying procedure from house-hunting to acte authentique, the acquisition transaction costs that follow at closing, the all-in cost of holding the property afterwards, and the LMNP régime if the property will be let furnished — all matter alongside the avant-contrat choice. The compromis or PUV is the gate; what comes after — the financing, the closing, the holding — is the rest of the journey.
Frequently asked questions
Is a compromis really binding from signature?
Yes. Under article 1583 of the Code civil, the synallagmatic promise is treated as a perfected sale — the sale is “perfect between the parties… as soon as the thing and the price have been agreed.” Both parties are bound from signature, subject to the conditions suspensives and the buyer’s 10-day rétractation right. If conditions are met and one party refuses to proceed, the other can sue for specific performance or damages.
How long is the 10-day cooling-off period and when does it start?
Ten calendar days, starting the day after the first presentation of the registered letter notifying the buyer of the signed contract (or the day after physical handover where a professional intermediary holds a mandate). The right is set out at article L. 271-1 of the Code de la construction et de l’habitation and applies to residential property only, to the buyer only. The buyer recovers any sums paid in full without indemnity.
Can I sign the compromis remotely from abroad?
Yes — either through the French Notariat’s signature électronique infrastructure, or by procuration signed in your home country and apostilled or legalised for use in France. For the compromis or PUV, both routes are accepted. For the acte authentique at completion, the procuration must always be authenticated or apostilled-equivalent; a sous-seing-privé procuration is generally not accepted. Allow two to three weeks for the apostille process to avoid late-stage delays.
What happens if my mortgage application is refused?
If the contract is signed subject to the loi Scrivener financing condition (mandatory by operation of law where the price is paid with a mortgage), refusal of the buyer’s bona fide mortgage applications within the contractually defined period triggers the suspensive condition. All sums paid in advance — séquestre or indemnité d’immobilisation — are refunded in full, immediately and without retention. The buyer needs to be able to document reasonable efforts to obtain financing on the contractual terms.
If I walk after the 10-day rétractation period, do I lose my deposit?
Usually yes, but the legal route depends on the contract type. Under a compromis, the seller typically must obtain a judicial determination before claiming the séquestre as damages; under a PUV, the indemnité d’immobilisation is forfeited automatically once the option period expires without exercise. In both cases, if the failure to proceed is attributable to a suspensive condition (financing, préemption, planning), the deposit is recovered in full.
Which one should I ask for as a foreign buyer?
The compromis de vente is the default and the right choice in most cases — it offers symmetric commitment, simpler documentation, and stronger specific-performance leverage against a wavering seller. The promesse unilatérale de vente is the right choice if you want the option to walk away without litigation exposure, accepting that the indemnité d’immobilisation will be forfeited if you do. The PUV is more common in high-value or complex transactions. Either way, ensure the loi Scrivener financing clause is precisely drafted if you are using a mortgage, and use the 10-day rétractation window to have the contract reviewed independently.
