In the real estate market, flexibility is often a key element in concluding profitable deals. One of the lesser-known but potentially useful tools for those who have signed a preliminary purchase and sale agreement is the assignment of the compromise. This operation allows the promising buyer to transfer his right to a third party, in some cases obtaining a profit from the assignment itself. However, in order to proceed safely and effectively, it is essential to know the rules and constraints of this practice, as well as its tax and contractual implications: we discuss this in the following paragraphs.

What is the preliminary contract of sale and purchase?

The preliminary contract, commonly called compromise, is an agreement by which the parties undertake to conclude a future real estate purchase and sale, establishing from the outset the price, payment terms and other essential conditions. Although the property is not yet transferred, the compromesso has a strong legal value and protects both the seller and the buyer until the notarial deed is signed.

Its transcription in the land registers is an important step for the buyer, as it ensures that the seller cannot transfer the property to a third party, thus protecting the buyer’s investment. But what happens if, after signing an agreement, the promising buyer decides that he does not want or cannot complete the purchase?

Assignment of the preliminary contract: what is it and when is it possible?

Assignment of compromise is the transaction by which the promissory buyer transfers his or her contractual position to another party, allowing him or her to take over the obligations and rights under the preliminary purchase and sale agreement. It is an option that can prove useful in a number of situations: for example, when the first buyer can no longer obtain the mortgage, when he decides to invest elsewhere, or when he identifies a new buyer willing to take over the contract on better terms.

For the assignment to be valid, however, certain basic requirements must be met:

– The seller’s consent, which may be explicitly requested before proceeding with the assignment. In some cases, the agreement may already contain a clause allowing the transfer of the contractual position without the need for prior consent.

– Compliance with the terms of the contract, since the new buyer will have to assume all the obligations originally stipulated in the preliminary agreement, including any down payments or deposits already paid.

– The proper formalisation of the assignment, which may take the form of a notarial deed or a notarised private deed, to ensure the validity and enforceability of the agreement.

Procedure for the assignment of the compromise

In order to transfer a preliminary contract, the promising buyer and the new party must enter into an assignment agreement regulating the transfer of rights and obligations. The seller must be informed and provide consent, if necessary. Once the agreement is signed, the assignment must be registered with the Internal Revenue Service and, in the cases provided for, transcribed in the land registers to ensure maximum legal protection.

It is important to bear in mind that the new purchaser takes over the entire position of the original promisor, with all the consequences that this entails: if the preliminary agreement provided for penalties or particular obligations, these will remain valid even after the assignment.

Tax implications and advantages of assignment

From a tax point of view, the assignment of the compromise may entail the payment of proportional registration tax on the consideration received by the assignor. If the assignment is for free, it will only be subject to fixed tax, whereas if it is for consideration, the assignor may generate a capital gain, subject to taxation as miscellaneous income.

From a practical point of view, this operation offers some strategic advantages. It can be an opportunity to realise an immediate gain without reaching the final stage of the purchase, especially if the value of the property has increased since the signing of the compromise. At the same time, it avoids financial problems for those who, in the meantime, have changed their minds or can no longer support the purchase.

Why rely on professionals for the assignment of the compromise

Managing an assignment of compromise is not a simple operation. You need to know the regulations, assess the tax implications and ensure that everything is in order to avoid future disputes. For this reason, relying on an experienced real estate agency such as Idee & Immobili can make all the difference.

Idee & Immobili’s team of professionals assists buyers at every stage of the transfer, taking care of the correct formalisation of the transfer of rights, the evaluation of contractual clauses and the management of bureaucratic procedures. Thanks to an in-depth knowledge of the real estate market and the dynamics of buying and selling, the support of a specialised agency can guarantee that the operation is carried out in compliance with regulations and with maximum security for all parties involved.