Investor Guide
2026-10-10 08:43

Abnahme (acceptance): The Legal Act That Starts the Five-Year Clock

Abnahme is the client's acceptance of completed construction work as essentially conforming to the contract — a legal act, not a ceremony. It starts the five-year limitation period for defect claims on a building, passes the risk to the client and can cost rights that are not reserved on the day.

What it is

The client must accept work produced in conformity with the contract and may not refuse acceptance because of insignificant defects (§ 640(1) BGB). Acceptance can also be deemed (§ 640(2) BGB). Once the work is complete, the contractor may set a reasonable deadline; if the client lets it pass without refusing acceptance and naming at least one defect, the work counts as accepted. A consumer must also have been warned of this consequence in text form. The same rules govern the construction part of a developer contract (§ 650u(1) sentence 2 BGB).
Five consequences of acceptance matter most:
  • the limitation period for defect claims starts — five years for a building (§ 634a(1) no. 2, (2) BGB);
  • the risk of accidental loss or damage passes to the client (§ 644(1) BGB);
  • the price falls due, unless agreed otherwise (§ 641(1) BGB);
  • a client who accepts despite knowing of a defect keeps only damages for it, losing repair, self-remedy, withdrawal and price reduction, unless it reserves its rights (§ 640(3) BGB);
  • unless the contract provides otherwise, a penalty for late completion is lost if it is not reserved on acceptance (§ 341(3) BGB).

Why it matters to investors

In a forward purchase, acceptance is the investor's last moment of bargaining power. Before it, the developer must deliver a building that conforms; after it, the investor pursues defects as claims, against a clock. The independent adviser's report therefore belongs before the acceptance date, and every known defect in the protocol (Part 6). Acceptance — not the protocol that records it — starts the clock.
For a completed asset, acceptance lies in the past. Where an earlier owner accepted the building, the five-year period runs from that acceptance: a store bought two years later has at most three years of cover left (Part 6).

What to check

• The date and signatory of the acceptance, and any deemed acceptance under § 640(2) BGB.
• Every known defect, and any contractual penalty, reserved in the protocol.
• The adviser's inspection report, ready before the acceptance date.
• The tenant's handover under the lease aligned with acceptance, so that defects the tenant lists can still be reserved against the developer.
• The expiry of the limitation period, with an inspection about six months before it (Part 7).
Related terms: Gewährleistung · Bauträger · MaBV
Sources: BGB §§ 341, 634a, 640, 641, 644, 650u; Gordon Real Estate Group, "German Prime Retail", Parts 6 and 7. Legal position as of 10 October 2026.
Photo: Annie Spratt / Unsplash
This entry is general information and not legal or tax advice.