The Proposta d'Acquisto
Is an Italian Purchase Offer Binding?

What is a proposta d'acquisto?

The proposta d'acquisto (purchase offer) is a written document in which the buyer makes a formal offer to purchase a property at a specified price, under specified conditions, within a specified timeframe.

It is signed by the buyer first. It then goes to the seller. If the seller signs it within the acceptance deadline — typically 3 to 7 days — a binding contract is formed.

This is the moment the transaction becomes legally committed. Not the compromesso. Not the rogito. The moment the seller signs the proposta.

This catches many foreign buyers off guard. In countries with formal exchange-of-contracts processes (UK), attorney review periods (US), or statutory cooling-off rights (France), there is usually a defined window in which a buyer can change their mind without major financial consequence. Italian law provides no such automatic protection once the seller has accepted.

The caparra confirmatoria

Along with the proposta, the buyer typically pays a deposit — the caparra confirmatoria. This is usually 10% of the purchase price, though it can range from 5% to 20%.

The legal effect of a caparra confirmatoria is specific and symmetrical:

• If the buyer withdraws: the caparra is forfeited in full
• If the seller withdraws: the seller must pay the buyer double the caparra

This is not a cancellation fee. It is a contractual mechanism with real consequences. On a €400,000 property with a 10% caparra: €40,000 at risk if the buyer withdraws without a valid contractual reason to do so.

A variant — the caparra penitenziale — is sometimes used. This gives either party the right to withdraw by forfeiting or returning the deposit, with no further liability for damages. It is more flexible but also more permissive for the seller. If you are not certain which type of deposit clause is in your proposta, ask your broker to confirm before signing.

The clausola sospensiva mutuo

If you are financing the purchase with a mortgage, the single most important clause in the proposta is the clausola sospensiva mutuo — a condition that makes the contract contingent on mortgage approval.

This clause states: if the bank does not grant the mortgage by a specified date, the contract is cancelled and the caparra is returned to the buyer in full.

Without it, a mortgage refusal means you lose the deposit.

In practice, real estate agents sometimes discourage buyers from including this clause, arguing that sellers find it less attractive — and they're right, sellers do prefer unconditional offers. But signing a proposta without a clausola sospensiva, before your mortgage is confirmed, is an exposure that isn't justified unless you can genuinely cover the purchase price in cash if needed.

The alternative is to obtain a predelibera reddituale (income-based pre-approval) from a bank before making any offer. With pre-approval in hand, you can make a clean, unconditional offer — because the main financing risk has already been eliminated. Sellers prefer this, your offer becomes stronger, and you don't need the protection of a condition you can't easily enforce.

Several of the foreign buyers I work with arrive after having already signed a proposta — sometimes with an unrealistic rogito deadline, sometimes without a mortgage condition clause, sometimes before anyone had assessed whether a mortgage was achievable for their profile. The proposta is not the time to start thinking about financing. It should be the moment you confirm something you already know.

Proposta, compromesso, rogito: the three steps

These three documents often confuse foreign buyers. Here is the distinction:

In transactions where a lawyer reviews the terms for the buyer, this typically happens at the compromesso stage — the proposta has usually already been signed before any independent review takes place. For foreign buyers, getting a lawyer involved before signing the proposta, not after, is the more prudent approach.

What to check before you sign

Before signing a proposta d'acquisto:

• Mortgage pre-approval confirmed — or a clausola sospensiva mutuo included with a realistic date
• Property details accurate — address, cadastral references, description match reality
• Rogito deadline realistic — for foreign buyers with a mortgage, 90–120 days minimum; 60 days is risky and often insufficient
• Caparra amount and timing clear — how much, when, to whom, by what method
• The agent represents the seller — their fee is paid by the seller; they are not neutral, however professional they may be
• No undisclosed conditions on the property — ask directly whether there are any pending litigation, outstanding condominium fees, or known irregularities