The Auflassung is the agreement between seller and buyer that ownership of the land shall pass, declared before a notary with both sides present; together with the buyer's registration in the land register, it transfers title. For a supermarket buyer, registration is therefore the true moment of acquisition: until then the seller remains owner and landlord, even after the price has been paid.
What it is
German law separates the contract to sell, which creates obligations and must be notarised (§ 311b(1) BGB), from the transfer itself. Ownership of land passes only by the parties' agreement that it shall pass plus the buyer's registration (§ 873(1) BGB). That agreement, the Auflassung, must be declared before a notary or another competent authority, with both parties, or their representatives, present at the same time (§ 925(1) BGB). It is ineffective if made subject to a condition or a time limit (§ 925(2) BGB). The notary should accept it only if the purchase contract is presented or recorded at the same time (§ 925a BGB).
Once notarised, it binds the parties even before registration (§ 873(2) BGB). The land registry enters the buyer only on an application filed by a notary (§ 13(1) sentence 3 GBO) that proves the Auflassung (§§ 20, 29 GBO). As a rule, it does so only once the tax office has certified that transfer tax raises no objection (§ 22 GrEStG).
Why it matters to investors
Because the Auflassung cannot be conditional, contracts tie it to payment procedurally. It is usually declared in the purchase deed, and the notary files it only once the seller confirms receipt of the price (Part 8). Until then the buyer is protected by the priority notice. For contracts concluded since 1 April 2023, the notary must also check proof of non-cash payment before filing, unless payment ran through a notary escrow account (§ 16a(3), (5) GwG). Missing proof delays registration and can trigger a suspicious-activity report.
The gap between payment and registration is bridged by contract. Rent and running costs pass on the transfer date set in the contract, usually when the price is paid, but the buyer becomes landlord by law only on registration (§§ 566, 578 BGB; Part 8). Until then the parties agree that rent belongs to the buyer and that the seller passes on anything it receives.
What to check
• The Auflassung in the deed, with the notary instructed to file it only after the seller confirms payment.
• Proof of non-cash payment ready for the notary, since the filing waits for it.
• Transfer tax paid promptly, since registration waits for the tax office's clearance certificate.
• Rent, costs and the right to deal with tenants allocated for the period between transfer date and registration.
• After registration, a fresh extract showing the buyer in section I, and the priority notice and the seller's charges deleted.
Sources: BGB §§ 311b, 566, 578, 873, 925, 925a; GBO §§ 13, 20, 29; GrEStG § 22; GwG § 16a; Gordon Real Estate Group, "German Prime Retail", Part 8. Legal position as of 10 October 2026.
Photo: Alex Block / Unsplash
This entry is general information and not legal or tax advice.