Arras or Purchase Option? Two Very Different Contracts in Spain

The name printed at the top of the document is the last thing that decides what you actually signed. Two papers can carry the same house, the same price and the same deposit, and still leave you in two opposite legal positions. One of them makes you a buyer today. The other one only buys you time to decide.

My name is Daniel Bertomeu. I am a tax advisor, and I work alongside my father Juan Bertomeu, a lawyer with offices in Moraira and Dénia on the Costa Blanca since 1991. We are independent lawyers and tax advisors, which means we act for the buyer. Not for the seller, not for the agent, and not for whoever drafted the template that is now sitting in your inbox.

This is not about reservation versus arras. We have already walked through how the chain of documents fits together, from the reservation through to the deed, and if you have not read that one, start there. What this one is about is the step after that: two different legal figures that people treat as two versions of the same paper. Arras, and the option to purchase, the contrato de opción de compra.

What is actually different between arras and an option to purchase?

Arras sit inside a sale that the two of you have already agreed. An option does not.

Under arras, both sides are already committed. You are buying, he is selling, and the deposit is the pressure that holds the deal together until the notary. Under an option, only one side is tied down. The seller undertakes not to sell to anybody else for an agreed period, and you get the right to decide inside that period. You have not promised to buy anything.

So neither figure is better in the abstract. Arras answer "how do we hold this deal together until completion". An option answers "how do I keep this house off the market while I work out whether I really want it".

And somebody pays for that difference. Under an option the buyer pays a premium, and the seller pays in immobility, without the certainty that the sale will ever happen. Anyone presenting the option to you as simply the better contract is not telling you who carries the cost.

The deed does not create the sale

If the property and the price are closed, the sale can already exist and bind both of you, even though nobody has been near a notary.

This is the part that catches people out. The sale is born from the agreement on the property and the price, so "we only signed a private paper" is not the defence you think it is, and neither is "it was just a reservation". What the public deed then does is transfer ownership, because signing it counts as delivery of the property, and open the door to the Land Registry. But the person who is protected against everybody else is the person who registers, not simply the person who signed at the notary.

Which is exactly why the label still matters, even though the label is not what decides. A paper that says one thing in its heading and another thing in its clauses is a paper that somebody else gets to interpret, years afterwards, with your money sitting inside it.

What happens if you, the buyer, walk away

It depends on which figure you actually signed, and the answers run from losing a premium to being pushed to complete the purchase.

Say the price is 480,000 euros and the deposit is ten percent, which is what we usually see, so 48,000 euros. Under a private purchase contract with a clear withdrawal clause, you change your mind and that 48,000 stays with the seller. Expensive, but clean and finite. You knew the number before you signed it.

Now the version that does not get explained to you. If the deposit clause is not really a withdrawal clause, you have not bought an exit at all. The money can be read as a simple payment on account of the price, which confirms the contract instead of releasing you from it, and the other side can keep pressing for completion. On that house you are not looking at a closed exit for 48,000 euros. You are looking at being pushed to complete a 480,000 euro purchase you no longer want, with the cost of the argument on top.

Put the same house under an option instead, with a premium of, say, 15,000 euros. You decide not to buy, the period runs out, and you lose the 15,000. Not the 48,000, because you never promised to buy in the first place. The distance between those two positions is 33,000 euros, and the only thing that produced it is which figure was on the table.

What happens if the seller walks away

Under a clear withdrawal clause the seller hands the deposit back doubled. Under the other figures you may end up with something better than money.

The doubling is the famous one. On our 48,000 euro deposit, a seller who takes a better offer has to give you back 96,000 euros. Your money, plus the same amount again. Sellers do that arithmetic before they accept the second offer, which is precisely why you want it written down.

But if the deposit was not a withdrawal deposit, a buyer who has done everything right is not limited to compensation. He can press for the sale itself, for the deed to be granted. Less dramatic, and in a rising market a great deal more valuable.

The option has a different problem. The risk there is not the seller changing his mind. It is the seller selling to somebody else while your period is still running, and that takes us to the only structural advantage one of these figures has over the other.

The one thing an option can do that arras cannot

An option to purchase can be recorded at the Land Registry, but only if it is signed before a notary and its term stays inside the legal limit. Arras cannot be recorded at all.

Start with the part people skip. Only public documents reach the Land Registry, so an option written on a private paper is not registrable however well it is drafted, and you have to budget for a notary. The Land Registry rules then ask for an express agreement between the parties to register it, a fixed purchase price, the premium if one was agreed, and a term to exercise it that cannot exceed four years, or ten years where the option is attached to a registrable lease. Get any of that wrong and the registrar will not record it, so this is drafting work, not a box you tick afterwards.

Okay, but does that really change anything? Well, yes. Until the deed, a private purchase contract and an arras clause live entirely between you and the seller. A registered option does not. It sits on the public record, and anybody who looks at that property sees it there.

If you are 2,000 kilometres away, if you need weeks to decide, and if you cannot keep an eye on either the house or the seller, that single difference is worth more than most of the clauses people spend their time arguing about.

What a badly labelled contract costs you

The worst outcome is not choosing the wrong figure on purpose. It is signing a document so vague that a court has to decide, years later, which figure it was.

Three failure modes, and we see all three. First, the right to withdraw is not assumed. If the clause does not say clearly and unmistakably that either party may walk away, expect it to be read as a payment on account instead. In our experience that is the most expensive silence in Spanish property paperwork.

Second, internal contradiction. The document declares that the sale is firm, and then carries a clause that in substance describes compensation for breach. Withdrawing from a contract and being penalised for breaking it are two different things and they are drafted differently. If what you want is the right to walk away, the clause has to talk about walking away.

Third, overloaded options. The more complicated the economic architecture becomes, the harder the figure is to defend. An option that in substance operates as financing, or as security for a debt, stops looking like a right to decide, and it can be rejected.

The cost of vagueness is not measured in legal fees. It is measured in the argument about whether there was a withdrawal or a breach.

So which one do you sign?

If the deal is closed and all that is left is the notary in a few weeks, sign a private purchase contract with an express withdrawal clause. If you still need time to decide, sign an option.

And then the third situation, the one the market handles worst. When the checks are not finished, when the planning position is unclear, when a charge still has to be cancelled, or when the financing is not agreed, the answer is not to give the document a softer name so you feel less committed. The answer is to write the conditions into it properly, or to use an option, which is the figure designed for exactly that problem.

Signing a vague "arras contract" out of inertia, because that is what the template said, is not a middle path. It is the same commitment with worse wording. For the full picture these contracts sit inside, the searches, the costs and the timeline, read our guide to buying property in Spain as a non-resident, and to see how we run a purchase from the first document to the keys, that is our conveyancing work.

Two tax points, and then back to the contracts

On the sale, the transfer tax is triggered by the transmission itself, which in practice means the day of the deed, not the day you sign arras and not the day you hand over the deposit.

The option does not work that way, and this is where people get hurt. Granting an option to purchase is a taxable event for transfer tax in its own right, because the law treats promises and options over a taxable contract as the contract itself. It is taxed on the premium and it has its own filing deadline, so an option is not the free waiting room it is sold as. Ask before you pay the premium, not months later.

That is all this article is going to say about it, because the rates, the deadlines and the forms belong somewhere else. Purchase taxes are one world, and the taxes you pay every year once the house is yours are another. For that second one as a non-resident owner, we keep that side of things at easy210spain.com.

What we read before you sign either one

Whatever figure you choose, these are the points we will not let a client sign without.

• The property fully identified, with its Land Registry and cadastral details, and who is currently inside it.
• The total price, and exactly what every euro handed over is for.
• What that money is called: part of the price, an option premium, or a deposit, and if a deposit, whether either party may withdraw.
• Which contract is the main one, and what the deposit or the premium is attached to.
• A firm date to complete, to exercise, or to withdraw.
• How the exercise or the withdrawal has to be notified, and to whom.
• Charges, tenants, community debts and the planning situation, as far as they are known.
• Keys, possession and who carries the risk between the private contract and the deed.

Eight points. Most of the template contracts that reach us are missing at least three, and it is nearly always the same three. What the money is called, the date, and how you notify.

If you already have a document in front of you, we built a checklist you can run through in about five minutes, our reservation contract checker. It flags the clauses we would look at first, before anybody talks about signing.

Before you sign

We do this from Moraira and Dénia, and most of our clients are not in Spain on the day the paper lands. So the usual job is this one. You send us the document before you sign it and before any money moves, and we tell you which figure it really is and what it does to you. That review sits inside our conveyancing work, or on its own as a consultation from €150 + VAT. If you are looking at one town in particular, we keep local detail for Moraira and Dénia.

Because before you sign, the question is never what the document is called. It is what it says about the property, what it says about the money, and what it says about the day one of you changes their mind.

A quick legal note before you go

One last thing, and Juan makes me say it, because this is a law firm and a law firm has to say it. This article is general information, current as of July 2026. It is not legal advice for your specific purchase, and reading it does not make you our client.

Every one of these contracts is different, and the differences are exactly where the money is. So before you sign anything or pay anything, get advice on your own case. That is what we are here for.

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