Promise of sale in Tunisia: the complete guide before you sign

A promise of sale (promesse de vente) in Tunisia is the preliminary contract in which seller and buyer agree on the property, the price and the conditions before the final deed. The law does not require one, but it becomes binding once accepted, and it does not have to be registered when signed between private individuals.

This guide was written by the menzili.tn team, a real estate listings portal covering all 24 governorates of Tunisia. It relies on the Code of Obligations and Contracts (COC) and the Registration and Stamp Duties Code (CDET). One warning first: much of what you find online about "promise of sale" describes French law. A 10-day cooling-off period or a €125 fixed fee are French rules. They do not apply to a flat in Ennasr or a villa in Hammamet.

Download: our promise of sale template (PDF, in French or Arabic), to be reviewed by your lawyer or notary before signing. Two versions: French and Arabic (PDF).

What is a promise of sale under Tunisian law?

A promise of sale is a preparatory contract that sets the essential terms of a property sale (the property, the price, the deadlines) before the final deed is signed. No Tunisian statute makes it mandatory. It falls under the general contract rules of the COC, and ownership passes only with the final deed registered on the land title (titre foncier).

Unilateral promise or bilateral agreement: the difference that matters

In a unilateral promise, only the seller commits: the property is reserved for the buyer for a set period, and the buyer remains free to buy or not. In a bilateral agreement (compromis, or promesse synallagmatique), both sides commit, one to sell and the other to buy, at a fixed price.

In practice, Tunisian legal practitioners recommend the bilateral agreement with an advance payment for a property purchase. It protects both sides best, provided the exit clauses are written out in full.

What the COC says, article by article

• Article 18: a mere promise creates no obligation. An oral offer to sell, never accepted, binds no one.
• Article 23: an agreement is complete only when the parties agree on the essential elements of the obligation and on the terms they consider essential.
• Article 24: if the parties expressly left some terms for later agreement, there is no binding commitment, even if the preliminaries were put in writing.

Our view: Article 24 is the most underestimated trap. A promise that leaves the handover date or the payment terms "to be agreed later" may be held never to have been concluded. Everything that matters to you belongs in the signed text.

Who drafts the promise: notary or lawyer?

A promise of sale can be drafted by a notary or a lawyer, and the law does not prevent private parties from signing one between themselves. The final deed has no such flexibility: for a registered property, it must be entered on the land title, and the Real Rights Code reserves the drafting of deeds subject to registration to qualified professionals (Articles 377 bis and 377 ter).

Why use a professional from the promise stage? Because whoever drafts a deed subject to registration is liable for it: Article 377 ter, as amended by Law No. 2001-35 of 17 April 2001, lets the injured party sue the drafter for damages. A private agreement copied from an online template offers no such recourse.

Our recommendation is clear: have the promise drafted, or at least reviewed, by the lawyer or notary who will draft the final deed. You get the land title checked before paying a single dinar, and the final deed mirrors the promise with no surprises.

What if the estate agency handles it? Watch the clock: under Article 2 of the CDET, promises of sale drawn up in the course of a real estate intermediary's business must be registered within 30 days of their date.

How much should you pay when signing?

Tunisian law sets no amount. Common practice, as reported by legal practitioners, is 10% to 20% of the sale price, paid as an advance when the promise is signed. On a TND 300,000 flat, that means TND 30,000 to 60,000 tied up for weeks, sometimes months.

How the sum is labelled matters more than its size. An advance credited to the price, a deposit (arrhes), a forfeit fee (dédit): each label means a different fate for the money if the sale falls through. Insist that the promise spells out what happens to it in each case: sale completed, loan refused, buyer withdraws, seller withdraws.

Three rules before you pay:

• Pay by cheque or bank transfer, never in cash, and keep the proof attached to the promise.
• Check, on a recent certificate of ownership issued by the National Land Registry Office (ONPF), that the seller is the registered owner and that no mortgage is recorded.
• Scale the advance to the timeline: the longer completion will take (bank loan, governor's authorisation), the more sensible a modest advance.

In real life, a seller who demands 30% or more in cash at the first viewing should set off alarm bells.

Essential clauses in a Tunisian sale agreement

A solid agreement covers seven points: the parties' identities, the property description with its land title number, the price and payment terms, the advance and what happens to it, the conditions precedent, the completion deadline and the penalty clause. Add who pays which costs and, where relevant, any existing tenant and the date the property will be vacated.

Conditions precedent

A condition precedent makes the commitment depend on a future, uncertain event (COC, Article 116). The three most useful in Tunisia:

• obtaining the bank loan, with the amount, term and deadline for approval;
• the governor's authorisation when the buyer is a foreign national: without it the sale cannot be completed, hence the use of a promise subject to a condition precedent;
• delivery of a certificate of ownership showing no recorded mortgage or seizure.

Two COC articles deserve your attention. Article 126: if the condition must occur within a set time and that time runs out, the condition is deemed to have failed, and no court can extend it. Article 134: while the condition is pending, the seller may do nothing that prevents or hinders the exercise of your rights, such as selling the property to someone else.

Completion deadline and penalty clause

Set a precise cut-off date for signing the final deed, not "as soon as possible". Add a penalty clause fixing the compensation owed by a party who backs out without a legitimate reason. It saves you a lawsuit over the amount of the loss.

Registration and costs: what the promise costs, then the final deed

A promise of sale signed between private individuals does not have to be registered. If you choose to present it at the tax office (recette des finances) to give it a certain date, it bears the fixed duty of TND 30 per page. The real costs come with the final deed: 5% registration duty, plus a supplementary duty above TND 500,000.

Document	Registration	Duties	Legal basis
Promise between private individuals	Optional	TND 30 per page if presented voluntarily	CDET, Art. 9 and tariff No. 23
Promise drawn up by a real estate intermediary	Mandatory within 30 days	Per the tariff applicable to the document	CDET, Art. 2
Private-deed sale of a property	Mandatory within 60 days	5% of the price	CDET, Arts. 3 and 20
Sale from TND 500,000 to 1,000,000	With the deed	+ 2% on the total value	CDET, tariff No. 10 bis and Art. 20 bis
Sale above TND 1,000,000	With the deed	+ 4% on the total value	CDET, tariff No. 10 bis and Art. 20 bis
Purchase of a built home in foreign currency by a non-resident	With the deed	TND 30 per page	CDET, tariff No. 12 septies

On top of these duties comes the share collected by the land registry on registration. In 2018, Tunisia's chief land registrar explained that the 6% levied on a sale breaks down into 5% for the Treasury and 1% for the land registry administration.

Two special regimes exist. For a home bought from a property developer, experts quoted in the Tunisian press describe a reduced regime below TND 500,000 (see our article on VAT for new homes). For Tunisians living abroad who buy a built home in foreign currency, the deed is registered at the fixed duty (last row of the table), so the total cost described by tax advisers is limited to about 1%, subject to non-resident status and foreign-currency financing. In both cases, have the tax office confirm the calculation before signing: finance laws change these scales regularly.

Cancelling or withdrawing from a promise of sale: what Tunisian law says

A validly concluded agreement cannot be cancelled on a change of heart. Article 242 of the COC sets the rule: validly formed contracts have the force of law between the parties and can be revoked only by mutual consent or in the cases provided by law. The 10-day cooling-off period you read about everywhere online comes from French law: do not count on it in Tunisia unless it is written into your promise.

Four situations do let you exit the agreement:

• A failed condition precedent. The loan is refused or the governor's authorisation does not arrive in time: the commitment lapses, and the advance follows what the promise says.
• Mutual agreement. Put it in writing and specify the refund of the advance.
• A termination clause. If the promise provides for termination on non-performance, it takes effect automatically on the mere fact of non-performance (Article 274).
• Court-ordered termination. Without a termination clause, the party facing non-performance may demand performance or seek termination with damages, but termination must be ordered by a court (Article 273).

You are the buyer and the seller has received a better offer? Article 134 prohibits a party bound under a condition from undermining your rights. Send formal written notice, then consult a lawyer: the sale to the second buyer may be challenged, subject to rights lawfully acquired by third parties in good faith.

Worked example: a 2-bedroom flat for TND 320,000 in La Soukra

Take a typical case, with illustrative figures: Amel and Karim buy from a private seller a 2-bedroom flat (S+2) of about 110 m² in La Soukra (Ariana governorate) for TND 320,000, partly financed by a bank loan. The price per square metre, around TND 2,900, sits within the TND 2,780 to 5,490 range reported in 2025 by Mubawab across regions.

• Checks: their lawyer obtains a recent certificate of ownership. The land title is in the seller's name, with no mortgage recorded.
• Promise: bilateral agreement signed, 10% advance, i.e. TND 32,000 by cheque, credited to the price. Condition precedent: loan approval by a date set 60 days out. Penalty clause with a fixed amount for withdrawal without legitimate reason.
• Registration: they voluntarily present the promise at the tax office to give it a certain date. For 3 pages: TND 90.
• Final deed: 5% registration duty, i.e. TND 16,000. The price is below TND 500,000: no supplementary duty. Add the land registry's share and the drafter's fees.
• Entry on the land title: the deed is registered on the land title. Under Article 305 of the Real Rights Code, a real right comes into existence only through registration: only then do Amel and Karim become the owners.

Budget beyond the price: just over TND 16,000 in duties, excluding the land registry's share and fees. Build this line into your financing plan from your very first loan simulation.

Looking for a similar property? Browse flats for sale in Ariana on menzili.tn.

FAQ: promise of sale in Tunisia

Is a promise of sale mandatory in Tunisia?

No. No statute requires a promise before the deed of sale. It is still strongly advised whenever the buyer needs a loan or an administrative authorisation, because it fixes the price and timeline in writing.

Does a promise of sale have to be registered?

Between private individuals, registration is not mandatory. Presented voluntarily at the tax office, the promise bears a fixed duty of TND 30 per page (CDET, tariff No. 23). If drawn up by a real estate intermediary, it must be registered within 30 days (CDET, Art. 2).

How much should the advance be?

The law sets no amount; practice ranges from 10% to 20% of the price. The promise must state whether the sum is an advance credited to the price, a deposit or a forfeit fee, and what becomes of it if the sale fails.

What happens if my loan is refused?

If the promise includes a condition precedent on obtaining the loan, its failure cancels the commitment. Without that clause, a loan refusal does not release you automatically, and the advance may be lost depending on the terms signed.

Can the seller sell to someone else after the promise?

Not without incurring liability. Article 134 of the COC forbids a party bound under a condition precedent from undermining the other party's rights, and Article 242 makes the contract binding on both. A lawyer can act quickly on your behalf.

Can a foreign national sign a promise before the governor's authorisation?

Yes, and that is the usual route: the promise is signed subject to a condition precedent of obtaining the authorisation. Without it, the sale cannot be completed.

Sources and updates

Article by the menzili.tn team, specialists in the Tunisian property market. Published on 9 October 2026, next review scheduled for April 2027 (and after each finance law).

This article is for information only and does not replace advice from a lawyer or notary. Duty scales change with each finance law: always have amounts confirmed by the tax office.

• Code of Obligations and Contracts, official Ministry of Justice edition (Law No. 2005-87), in French: Articles 18, 23, 24, 116, 126, 134, 242, 273, 274
• Registration and Stamp Duties Code, updated 1 January 2025, in French: Articles 2, 3, 9, 20, 20 bis; tariff Nos. 10 bis, 12 septies and 23
• Law No. 2001-35 amending the Real Rights Code (FAOLEX): Article 377 ter
• Idaraty: buying property in Tunisia as a Tunisian resident abroad
• Legal Doctrine: property purchases by foreign nationals in Tunisia, in French
• Tuniscope: breakdown of the 6% according to the chief land registrar (2018), in Arabic
• AllAfrica: price per m² according to Mubawab Tunisia (October 2025), in French

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