The Promesa de Compraventa: The Clauses That Decide Your Deal

A promesa de compraventa is the private, binding contract you sign before the escritura, and in Colombia it is the document that decides your deal. It must name the property by registry number, the price and payment dates, who pays what, and a fixed closing date with a penalty clause.

The certificate of tradition and freedom tells you what you are buying. The promesa tells you what happens when something goes wrong and who keeps the deposit.

Binding, but not registered

The promesa binds both parties to sign the public deed (escritura pública) on a stated date, at a stated notary, for a stated price. If the seller refuses, you can sue to force the deed or collect the negotiated penalty.

The promesa is never registered, so a seller could sign a second one with someone else. Your protection is contractual, so the penalty clause and the deposit structure need to be real.

What a valid promesa contains

• It is in writing. A verbal agreement to sell real estate is unenforceable.
• The property is identified precisely: matrícula inmobiliaria, cadastral number, municipality, and the linderos (boundary description) copied from the current deed.
• The future contract is defined: price, payment schedule, and what is included (improvements, furniture, water rights, a dock, standing crops).
• The escritura date, time and notary are fixed. "Within 60 days" is a defect. "At Notaría Primera de Rionegro, on 15 March at 10:00 a.m." is correct.

Clauses the seller's template leaves out

• Condition precedent on documents. Make the escritura conditional on a clean certificate dated within the last 30 days, paz y salvo for property tax and valorización, and paz y salvo for utilities and administration fees. If any is missing by a set date, the deposit comes back in full.
• Condition precedent on land use. If you plan to build, make the certificado de uso de suelo part of the deal. A clean title and an unbuildable parcel are a common pairing in Oriente Antioqueño.
• A symmetrical penalty. The defaulting party pays the same amount, whichever side it is.
• Who pays what. Buyer closing costs run about 2 percent of the price (notary 0.27 percent, registry 0.67 percent, beneficencia 1 percent), plus your lawyer's fee. Retención en la fuente is the seller's. Write it down anyway.
• Delivery. Say when you get the keys, in what state, and what happens if the seller is still in the property. A separate acta de entrega with meter readings and photos prevents an ugly first week.

Where the deposit sits

The deposit should not sit in the seller's personal account. Use an encargo fiduciario (a trust account with a fiduciaria) or funds held by a notary or law firm under written instructions that release only on signature of the escritura. Fincas in Guatapé and El Peñol typically ask around US$446,000, so a 10 to 30 percent deposit is real money outside your control.

If funds come from abroad, register them as foreign investment through a declaración de cambio at the deposit stage and keep the certification. It lets you take proceeds out later and documents your cost basis when capital gains are taxed at 15 percent on a holding of two years or more.

Timeline

Closing normally takes 30 to 45 days once the deal is agreed. The promesa is usually signed in the first two weeks, then the seller spends several weeks gathering paz y salvos, cancelling any mortgage and resolving spousal or inheritance issues. You own the property when the registry records the deed, not when you sign. The most common cause of slippage is a document the seller assumed existed.

When the date passes

The promesa does not evaporate. The party in default is exposed to the penalty clause, and the other can demand performance. If both still want the deal, sign a short otrosí (an amendment) extending the date, before the original date lapses.

If you want out, your position depends on what the promesa says. A clause like "if the paz y salvo de predial is not delivered by day 30, the contract terminates and the deposit is returned within five business days" gives you an exit without litigation.

Lawyer versus notary

The notary confirms identity and gives the deed public faith. It does not represent you. The title study, the promesa and the land use check are your lawyer's work. See the legal guide buying property colombia.

How we knowFigures as of October 13, 2026. Prices: active listings we verified ourselves; USD rate: TRM 3,181.74 COP per US$1, valid October 14, 2026 (Banco de la República, via datos.gov.co).

Frequently asked questions

Is a promesa de compraventa legally binding in Colombia?

Yes. It is a binding bilateral contract to sign a public deed on a stated date, for a stated price, at a stated notary. If one party refuses, the other can sue to force the deed or collect the penalty. It is not registered, so protection is contractual.

What must a promesa contain to be valid?

It must be in writing, identify the property by registry and cadastral number and boundaries, define price, payment schedule and inclusions, and fix the date, time and notary for the escritura. Vague wording like "within 60 days" is a defect either side can use.

Where should the deposit be held?

The deposit should not sit in the seller's personal account. Use an encargo fiduciario, or funds held by a notary or law firm under written instructions releasing only on signature of the escritura. Deposits are commonly 10 to 30 percent.

What happens if the closing date passes without signing?

The contract does not expire. The party in default is exposed to the penalty clause. If both want the deal, sign an otrosí extending the date before it lapses.

Do I need a lawyer if the notary prepares the documents?

Yes. The notary authenticates identity and gives the deed public faith but does not represent you, check title history or negotiate your clauses.

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