Investor Guide
2026-10-10 09:29

Grundstückskaufvertrag (land purchase contract): Everything Agreed Belongs in the Deed

A Grundstückskaufvertrag is the notarised contract under which a seller undertakes to transfer a plot together with its building, and the buyer to pay the price. It does not transfer ownership by itself, but it sets the mechanics of the whole deal — and an agreement left outside the deed can make the entire contract void.

What it is

Under a purchase contract, the seller must hand over the property and transfer ownership of it free of material and legal defects, and the buyer must pay the agreed price (§ 433 BGB). As a rule, a German building is not a separate object but an essential component of the plot (§ 94(1) BGB), so a supermarket is sold together with its land in one contract. The exception is a building on a heritable building right (Erbbaurecht): it belongs to the holder of that right (§ 12 ErbbauRG).
The contract must be notarised, or it is void; the defect of form is cured only if the conveyance (Auflassung) and registration in the land register (Grundbuch) follow (§§ 125, 311b(1) BGB). Ownership passes only on registration (§§ 873, 925 BGB). The deed therefore also sets out the closing mechanics: a priority notice in the buyer's favour (Auflassungsvormerkung), the conditions for the price to fall due, the release of encumbrances and the date possession passes.

Why it matters to investors

The notarial form covers everything the parties regard as part of the deal, from a rent guarantee to a side letter on price. An agreement left out leaves the contract void until the buyer is registered (see Part 8 of the series German Prime Retail). Where the seller is a business and the buyer a private individual who may count as a consumer, the draft is, as a rule, sent to the buyer two weeks before signing (§ 17(2a) BeurkG).
The law allocates some risks in advance. The seller must remove a registered third-party right even if the buyer knew of it (§ 442(2) BGB). By default, the seller bears development contributions for works begun before signing, but it is not liable for other public charges that cannot be entered in the land register (§ 436 BGB). A clause excluding liability for defects does not protect a seller who deliberately concealed a defect or guaranteed the property's quality (§ 444 BGB).
Signing also sets the costs running. Real estate transfer tax (Grunderwerbsteuer) as a rule arises as soon as the contract is concluded (§§ 1(1) no. 1, 14 GrEStG). Unless the contract provides otherwise, the buyer bears the notary's and the land registry's fees (§ 448(2) BGB). In the €10 million example in Part 11, they came to €41,000 for the notary and €17,000 for the land register entries.

What to check

• Every agreement on the deal, from guarantees to arrangements on fixtures, recorded in the deed.
• A complete list of payment conditions: the priority notice, the municipality's waiver of its pre-emption right and deletion approvals for the land charges (Grundschuld).
• Each registered right you accept, named in the contract; the seller must remove all others.
• The municipality's certificate on development contributions, and their allocation in the contract.
• An agreed date for the transfer of possession, rent and costs, and rules for settling with tenants until registration.
Related terms: Fälligkeitsmitteilung · Lastenfreistellung · Auflassung
Sources: BGB §§ 94, 125, 311b, 433, 436, 442, 444, 448, 873, 925; ErbbauRG § 12; BeurkG § 17; GrEStG §§ 1, 14; Gordon Real Estate Group, "German Prime Retail", Parts 8 and 11. Legal position as of 10 October 2026.
Photo: Alex Block / Unsplash
This entry is general information and not legal or tax advice.