Promesa de Compraventa in Colombia: What Foreign Buyers Must Check Before Signing

Last updated: October 2026

Foreign buyers purchasing property in Colombia are frequently asked to sign a promesa de compraventa and transfer a substantial deposit before the transaction reaches a notary.

This document should never be treated as a simple reservation form.

A properly drafted promesa de compraventa can create binding obligations concerning the property, purchase price, payment schedule, closing date, deposit, penalties and conditions under which either party may terminate the transaction.

A poorly drafted agreement, however, can expose the buyer to:

• Loss of the deposit.
• Unexpected penalties.
• Title defects.
• Unresolved mortgages or attachments.
• Delays in signing the public deed.
• Payments made without adequate protection.
• Foreign-investment registration problems.
• Litigation to recover funds.

Before signing, foreign buyers should complete a legal review of both the property and the proposed contract.

Quick answer: A promesa de compraventa may legally bind the buyer and seller, but it does not transfer ownership of the property. The buyer becomes the registered owner only after the public deed is executed and the transfer is registered with the appropriate Office of Public Instruments Registry.

What Is a Promesa de Compraventa?

A promesa de compraventa is a preliminary contract through which the parties commit to completing a future purchase and sale.

It is commonly used when the transaction cannot close immediately because the parties still need to:

• Complete legal due diligence.
• Arrange financing.
• Transfer funds from abroad.
• Cancel a mortgage.
• Obtain condominium or tax certificates.
• Prepare a power of attorney.
• Vacate the property.
• Complete construction.
• Satisfy another condition before closing.

Although it precedes the public deed, the promesa is not merely an expression of interest. Once validly executed, it may be enforceable against both parties.

Is a Promesa de Compraventa Mandatory in Colombia?

No. Colombian law does not require every property purchase to begin with a promesa de compraventa.

If the property, documents, funds and parties are ready, a transaction may proceed directly to the public deed. In practice, however, a promesa is frequently used because most transactions involve a period between the commercial agreement and the formal closing.

The important question is not whether the parties should use a promesa in every case, but whether the agreement adequately protects the buyer during that period.

Legal Requirements for a Valid Promesa de Compraventa

Article 89 of Law 153 of 1887 establishes four principal requirements for a promise to contract:

1. It must be in writing.
2. The promised contract must be legally capable of taking effect.
3. The promise must contain a term or condition that establishes when the future contract will be completed.
4. The future contract must be sufficiently determined so that only the required legal formalities or transfer remain to complete it.

If these requirements are not satisfied, the document may fail to produce the obligations the parties intended.

For a real estate transaction, this generally means that the agreement must identify, at a minimum:

• The buyer and seller.
• The property being sold.
• The agreed price.
• The method of payment.
• The moment or objective condition for executing the public deed.

The Colombian Supreme Court has emphasized the importance of properly determining the price and the property. A vague description that requires substantial additional investigation to identify the real estate may place the enforceability of the agreement at risk.

Does the Promesa Make the Buyer the Property Owner?

No.

The promesa creates contractual obligations, but it does not transfer ownership.

The sale of Colombian real estate must generally be formalized through a public deed. The transfer of ownership is then completed through registration with the competent Office of Public Instruments Registry.

Executing the public deed without completing registration does not provide the buyer with the same legal position as having the transfer recorded in the property’s registration folio.

The buyer should therefore distinguish between:

Stage	Principal legal effect
Promesa de compraventa	Obligation to complete the future sale
Public deed	Formalization of the real estate sale
Registration	Transfer reflected in the official property record
Updated title certificate	Evidence that the intended registration was completed

15 Things Foreign Buyers Must Check Before Signing

1. Verify the Identity and Legal Capacity of Every Party

The agreement should contain the complete legal information of the buyer and seller, including:

• Full legal names.
• Passport, Colombian ID or tax identification numbers.
• Nationality and domicile.
• Marital or civil status where relevant.
• Contact and notice information.
• Legal representation details.

If the seller is a company, verify:

• Its certificate of existence and legal representation.
• Whether the company is active.
• The legal representative’s authority.
• Any required shareholder or board approval.
• Restrictions contained in its bylaws.

If someone is signing through a power of attorney, the authority granted must be reviewed carefully. The power should expressly cover the relevant property, contract, payments, public deed and related closing actions.

2. Confirm That the Seller Is the Registered Owner

The seller’s name must match the current owner shown in an official Certificado de Tradición y Libertad.

Obtain the certificate directly from the Superintendence of Notaries and Registration rather than relying exclusively on a copy provided by the seller, broker or agent.

The certificate should be reviewed together with:

• The seller’s acquisition deed.
• Previous title documents.
• Succession or divorce documents, where applicable.
• Corporate or trust documents.
• Any instruments connected to registered liens or restrictions.

The Certificate of Tradition and Freedom is essential, but it is only the starting point of a complete title study. The Superintendence describes it as the document used to determine the legal situation and registered history of real property.

For a more complete review, see our guide: Real Estate Due Diligence in Colombia: 15 Legal Checks Before You Buy.

3. Identify the Property Precisely

The promesa should identify exactly what the buyer is purchasing.

Verify:

• Real estate registration number.
• Cadastral number.
• Address and unit number.
• Registered area and boundaries.
• Property type.
• Horizontal-property coefficient.
• Parking spaces.
• Storage units.
• Terraces or private-use areas.
• Included fixtures, furniture and equipment.

Parking spaces and storage units may have separate registration numbers. If they are not expressly included, the buyer should not assume they will be transferred.

Any discrepancy between the physical property, cadastral records, public deed and registration certificate should be investigated before signing.

4. Identify Mortgages, Attachments and Ownership Restrictions

The title review should determine whether the property is affected by:

• Mortgages.
• Judicial or tax attachments.
• Usufructs.
• Easements.
• Trust arrangements.
• Family-property protections.
• Conditions affecting ownership.
• Leasing arrangements.
• Restrictions arising from succession, divorce or insolvency.
• Pending registration procedures.

A property with a mortgage may sometimes be sold, but the agreement must specify how the debt will be paid and how the mortgage will be cancelled.

Do not accept a general promise that the seller will “resolve the problem later.” The promesa should establish the documents, deadlines, payment mechanism and consequences if the lien is not cancelled.

5. Include an Effective Due-Diligence Condition

A buyer should avoid becoming unconditionally obligated before the legal review has been completed.

Where appropriate, the promesa should make the transaction subject to the buyer’s approval of matters such as:

• Title history.
• Liens and ownership restrictions.
• Property taxes.
• Valuation assessments.
• Condominium debts and special assessments.
• Construction licenses.
• Cadastral consistency.
• Land-use restrictions.
• Existing leases or occupants.
• Rural, environmental or restitution risks.

The clause should establish:

• What must be reviewed.
• Who conducts the review.
• The deadline.
• How objections are communicated.
• Whether the seller has a cure period.
• What happens to the deposit if the condition is not satisfied.

A due-diligence exit right is not automatically created merely because the buyer later discovers a problem. It should be written into the agreement.

6. Define the Price, Currency and Exchange Rate

The contract should state the full and genuine transaction price.

If the parties refer to both Colombian pesos and a foreign currency, the agreement should define:

• The contractual currency.
• The currency in which payment will be made.
• The applicable exchange-rate source.
• The date used to determine the exchange rate.
• Who assumes currency fluctuations.
• Who pays bank and transfer fees.
• How wire-transfer shortages or excess amounts will be handled.

The promesa, bank transfers, foreign-exchange declarations and public deed should describe the transaction consistently.

Foreign buyers should not agree to record a lower price in the public deed than the amount actually paid. Such arrangements may create tax, contractual, compliance and evidentiary risks.

7. Determine Exactly What the Deposit Represents

The words deposit, advance payment, arras and penalty are not necessarily interchangeable.

The contract must state the legal nature of every amount delivered before closing.

Payment type	General purpose	Potential consequence
Advance or payment toward the price	Partial payment of the purchase price	Does not automatically create a right to withdraw
Arras de retractación	Provides an agreed withdrawal mechanism	Buyer may lose the arras; seller may have to return double
Arras confirmatorias	Evidence of the agreement or part of the price	No automatic right to withdraw when expressly structured as confirmatory
Penalty clause	Predetermines a consequence for breach	Applies according to the breach and remedies described in the contract

Under the Civil Code, retractable arras may allow the buyer to withdraw by forfeiting the amount delivered, while a withdrawing seller may be required to return double. When no period is established, the statutory rules limit when that withdrawal right may be exercised, and it cannot continue after the public deed or commencement of delivery in the circumstances contemplated by the law.

A clause labeled “nonrefundable deposit” is not sufficient by itself. The contract should explain whether the amount is:

• Refundable following failed due diligence.
• Forfeited after lawful withdrawal.
• Applied to the purchase price.
• Returned following seller default.
• Subject to an additional penalty.
• Held by the seller, broker or fiduciary structure.

8. Protect Every Payment Made Before Closing

The promesa should identify:

• The amount of each payment.
• The due date.
• The recipient’s legal name and account.
• The condition that triggers payment.
• The documentation required beforehand.
• Whether the payment is refundable.
• How the buyer proves payment.
• What happens if the transaction does not close.

Avoid transferring funds to:

• An unrelated individual.
• A broker’s personal account.
• A seller’s relative.
• A company not appearing in the transaction.
• An account that has not been contractually identified.

Depending on the value and risk of the transaction, the parties may consider staged payments, a fiduciary arrangement or another controlled disbursement mechanism.

9. Establish the Seller’s Pre-Closing Obligations

The agreement should specify what the seller must deliver or complete before the public deed, including:

• Updated title certificate.
• Acquisition deed.
• Property-tax payment evidence.
• Valuation-assessment clearance.
• Condominium good-standing certificate.
• Utility payment evidence.
• Mortgage cancellation documents.
• Required spouse or partner consent.
• Corporate approvals.
• Construction and occupancy documents.
• Termination or assignment of leases.
• Vacant possession, if required.

The promesa should also prohibit the seller from selling, promising, mortgaging or otherwise encumbering the property before closing.

10. Use a Precise Closing Date or Objective Condition

A promesa must establish when the future contract will be completed.

The closing clause should identify:

• The date.
• The time.
• The notary.
• The documents each party must bring.
• The balance payable at closing.
• The conditions that must already be satisfied.
• The permitted reasons for extension.
• The procedure for recording attendance or nonattendance.

Open-ended language such as “when the parties agree” may create enforceability problems.

If the closing depends on mortgage cancellation, bank approval or another event, the condition should be objectively verifiable and include an outside deadline.

11. Address the Public Deed and Registration Process

The contract should not end its protections when the deed is signed.

It should also establish:

• Who prepares and reviews the draft deed.
• Who submits the deed for registration.
• Who pays the required expenses.
• The deadline for submission.
• What happens if the registry rejects the document.
• Who corrects notarial or registration errors.
• Whether any payment is retained until registration.
• Who obtains the updated Certificate of Tradition and Freedom.

A buyer should verify that the new ownership appears correctly in the registration folio, including all parking and storage units.

12. Allocate Taxes, Notarial and Registration Expenses

The promesa should allocate responsibility for:

• Notarial fees.
• Registration tax and registry fees.
• Withholding taxes.
• Property taxes.
• Valuation assessments.
• Condominium charges.
• Mortgage cancellation expenses.
• Bank charges.
• Broker commissions.
• Legal and technical reviews.

Applicable rates should be confirmed at the time of closing because they may change and may depend on the location, value and structure of the transaction.

The parties’ contractual allocation of an expense does not necessarily change which party is legally responsible before the tax or administrative authority.

13. Define Possession and Physical Delivery

Possession should not be left to an informal understanding.

The contract should state:

• The delivery date.
• Whether delivery occurs before, during or after registration.
• Whether the property will be vacant.
• The treatment of existing tenants or guests.
• The condition in which the property must be delivered.
• The inventory of furniture and appliances.
• The delivery of keys and access devices.
• Responsibility for utilities and condominium fees.
• The transfer of security deposits or rental income.
• What happens if the seller does not vacate on time.

If the property is purchased subject to a lease, the buyer should review the lease before signing the promesa.

14. Review Default, Penalties and Remedies

The agreement should distinguish among:

• Lawful withdrawal.
• Failure of a condition precedent.
• Buyer default.
• Seller default.
• Delay that can be cured.
• Definitive refusal to close.
• Force majeure or another excused event.

A balanced default clause should address:

• Written notice.
• Cure periods.
• Return of funds.
• Interest on delayed refunds.
• Contractual penalties.
• Termination.
• Enforcement of the obligation to close.
• Recoverable damages.
• Dispute resolution.
• Courts, arbitration or settlement procedures.

Arras and a penalty clause should not be combined casually. Their interaction must be drafted carefully to avoid uncertainty over whether one remedy excludes or supplements another.

15. Address Foreign-Buyer Requirements Before Sending Money

Foreign buyers may face additional issues involving:

• International transfers.
• Source-of-funds evidence.
• Colombian bank compliance.
• Foreign-exchange residency.
• Foreign-investment registration.
• Powers of attorney.
• Apostilles or legalization.
• Official translations.
• Tax identification.
• Investor Visa planning.

The Banco de la República currently classifies Colombian real estate acquired by a nonresident as a form of foreign direct investment. The payment route and transaction information should therefore be coordinated before the funds are transferred.

Read our related guide: Foreign Investment Registration in Colombia: 2026 Guide.

Purchasing property does not automatically grant a visa. Property ownership, foreign-investment registration and visa eligibility are separate legal matters.

Red Flags That Should Stop You From Signing

Pause the transaction if:

• The seller pressures you to sign before your lawyer reviews the documents.
• The seller is not the registered owner.
• The property’s registration number is missing.
• Parking or storage units are not clearly identified.
• The deposit must be paid to an unrelated third party.
• The agreement calls every payment “nonrefundable.”
• The seller promises to remove a lien without a documented mechanism.
• The closing date is undefined.
• The contract contains penalties only against the buyer.
• The buyer broadly waives due diligence.
• The public deed will report a price different from the real price.
• The contract requires international payment before the foreign-exchange route is confirmed.
• The buyer is asked to sign a Spanish document they do not understand.
• Blank spaces, payment details or closing dates will be completed later.
• The seller claims that notarial approval eliminates the need for independent legal review.

A Colombian notary performs important public functions, but the notary is not retained as the foreign buyer’s independent legal adviser.

Recommended Purchase Process

A safer transaction normally follows this sequence:

1. Obtain the official title certificate and acquisition deed.
2. Complete legal, tax, cadastral and condominium due diligence.
3. Verify the seller’s identity and authority.
4. Negotiate the promesa and its conditions.
5. Structure the deposit and payment protections.
6. Plan the international transfer and investment registration.
7. Sign the agreement only after legal review.
8. Confirm satisfaction of all pre-closing conditions.
9. Obtain an updated title certificate before the deed.
10. Review and execute the public deed.
11. Submit the deed for registration.
12. Obtain a new title certificate showing the buyer as owner.
13. Complete any required post-closing investment, tax and property updates.

Frequently Asked Questions

Does a promesa de compraventa have to be notarized?

Article 89 requires the promise to be in writing but does not list notarization as one of its four general requirements.

Signature authentication may nevertheless reduce evidentiary disputes. Powers of attorney, public deeds and documents signed abroad may have separate formalities.

Can I cancel after signing?

Only in circumstances permitted by the agreement or applicable law.

Possible grounds may include an express withdrawal right, failed due-diligence condition, seller default or another contractual or legal remedy. A change of mind does not automatically permit cancellation without financial consequences.

How much should the buyer pay as a deposit?

There is no universally safe percentage.

The amount should reflect the transaction’s value, due-diligence status, closing period and payment protection. The legal characterization of the deposit is often more important than the percentage.

Can I sign the promesa from outside Colombia?

Potentially. Depending on the signing method, the parties may use an appropriate electronic-signature process or a properly prepared power of attorney.

Documents executed abroad may require notarization, apostille or legalization and translation before they can be used for certain Colombian procedures.

Can a property with a mortgage be purchased?

Potentially, but the promesa should contain a precise mortgage payoff and cancellation mechanism.

The buyer should know who receives the funds, when the cancellation deed will be signed and what happens if the mortgage is not removed.

Can the seller sell the property to someone else after signing?

The promesa does not itself transfer ownership. It should therefore prohibit the seller from selling, promising or encumbering the property during the contract period and establish effective remedies for breach.

Should the contract be bilingual?

A bilingual agreement may help a foreign buyer understand the transaction. The parties should identify which language controls if there is any inconsistency.

The public deed and Colombian registration documents will generally be prepared in Spanish.

Does buying property qualify me for a Colombian Investor Visa?

Not automatically.

The investment must satisfy the applicable visa threshold, foreign-investment registration requirements and other immigration conditions. Visa approval is a separate process evaluated by the Colombian Ministry of Foreign Affairs.

How 4 Solutions Group Consulting Can Help

At 4 Solutions Group Consulting, we assist foreign buyers with:

• Property title studies.
• Review of Certificates of Tradition and Freedom.
• Drafting and negotiation of promesas de compraventa.
• Deposit and penalty-clause review.
• Seller and corporate-authority verification.
• Mortgage and lien cancellation.
• Condominium and tax-document review.
• Powers of attorney for overseas buyers.
• International payment structuring.
• Foreign-investment registration.
• Public deed review.
• Notarial closing coordination.
• Property registration.
• Investor Visa planning.
• Post-closing legal and tax coordination.

Before signing or transferring money, send our team:

• The draft promesa de compraventa.
• The property’s registration number.
• A recent title certificate.
• The seller’s acquisition deed.
• The agreed price and proposed deposit.
• The payment schedule.
• The proposed closing date.
• The buyer’s nationality and country of residence.
• The intended method of transferring the funds.

Buying property in Colombia? Contact 4 Solutions Group Consulting before signing the promesa de compraventa or paying a deposit. Our legal team can review the contract, investigate the property and structure the transaction to protect your investment.

Legal notice: This article provides general information and does not constitute legal, tax, investment or immigration advice. Every real estate transaction must be evaluated according to its documents, property, municipality, parties and payment structucture. 

A promesa de compraventa can legally bind a foreign property buyer before the public deed is signed. Learn what to verify concerning title, deposits, penalties, payments, closing and foreign-investment registration.

Contact us or request an appointment for professional advisory services.