Preliminary Sale Agreement Morocco: 2026 Rules and Clauses

The preliminary sale agreement is the moment when a love at first sight turns into a commitment. You have visited the riad, negotiated the price, and you want to «secure» the property. In Morocco, this document has long been drawn up in a wide variety of formats, sometimes on a simple notarised sheet of paper. Those days are over: the law now strictly regulates its format, and its content deserves your full attention.

This guide explains what a preliminary sales agreement is in Morocco, the format it must take following the 2026 reform, the clauses you should insist on, what happens to the deposit, and the steps involved right up to the final deed. It forms part of our series on legal certainty in property purchases, which begins with our guide to the land title in Morocco.

In short : Since the enactment of Law No. 41-25, published in the Official Gazette No. 7526 of 16 July 2026, the preliminary agreement (promise to sell) for a property must be drawn up as a notarised deed, failing which it shall be null and void. In practice, it is therefore signed at a notary’s office or before adouls. It sets out the price, the deposit, the conditions precedent and the date of the final deed.

What exactly is a preliminary sale agreement?

The preliminary agreement, often referred to as a ‘promise of sale’ in Morocco, is the preliminary contract by which the seller and the buyer commit to a future sale on specified terms. It is drawn up prior to the final deed of sale, which alone effect the transfer of ownership and will be recorded on the land title.

Why is there a delay between the two? Because it takes time to check the legal status of the property, gather the necessary documents, discharge any mortgages, secure financing, transfer funds from abroad or fulfil any administrative requirements. The preliminary agreement sets out this timeframe and protects each of the parties during this period.

Form: a notarised deed has been compulsory since 2026

What has changed

Article 4 of the Code of Property Rights (Act No. 39-08) already required that deeds of transfer of immovable property be drawn up as authentic deeds or as deeds with a certain date, drafted by a solicitor admitted to the Court of Cassation. In 2024, an initial reform extended this requirement to preliminary sales agreements and the powers of attorney relating thereto.

The Act No. 41-25, published in the Official Gazette No. 7526 of 16 July 2026, goes a step further: the option of a document with a certified date drawn up by a solicitor is abolished. Documents relating to the transfer of property ownership and rights in rem, as well as pre-sale agreements and powers of attorney which are linked to them, must be drawn up by notarial deed, failing which it shall be null and void, unless otherwise provided for by law.

What this means for you

• A private agreement, even if it has been notarised, no longer protects you: it may be declared null and void.
• The notarised deed is drawn up by a notary or by adoul. In the case of a registered riad purchased by a foreigner, it is usually a solicitor.
• If you are unable to attend, the power of attorney A gift to a relative must also be in a notarised form. Make sure you arrange this before you leave.

The essential clauses of a preliminary agreement

Identification of the parties and the property

• full details of the seller and the buyer, their marital status and, where applicable, the representative’s powers; ;
• precise description of the property: address, land title number, floor area, layout (number of storeys, terrace, outbuildings); ;
• History of ownership and status of the title: any mortgages, seizures, easements or objections, to be verified against a recent title deed.

The prize and its terms and conditions

• the total price, and a breakdown of this if any furniture or business assets are being sold at the same time; ;
• the amount of the deposit, the date by which the balance is to be paid, and the method of payment (e.g. bank transfer from abroad); ;
• the allocation of costs between the parties.

Conditions precedent

These are your safeguard clauses: if any of them are not met, the sale will not go ahead and the deposit will be refunded to you in accordance with the agreed terms. The most common ones are:

• obtaining a mortgage, including the amount, duration and deadline; ;
• the discharge of mortgages and encumbrances registered against the security; ;
• the absence of any easement or administrative project affecting the property; ;
• in the case of property without a title deed, the completion of the registration procedure; ;
• for a plot of land outside the urban area, obtaining the necessary authorisations.

The condition of the property and its handover

• a description of the condition of the riad, an inventory of the furniture being transferred, and a list of fixtures and fittings; ;
• tenancy status: vacant, let or in use; ;
• the date on which the keys are handed over and the terms of occupancy.

Time limits and penalties

• the deadline for signing the final deed; ;
• the consequences of either party withdrawing from the contract, leaving no doubt as to the fate of the deposit.

The deposit: how much and where should it be paid?

The law does not specify an amount: this is negotiated between the parties. What matters is where it is paid. Never pay a deposit directly to the seller. Pay it into the notary’s account: Act No. 32-09 on the profession of notary requires the notary to deposit any sums held on behalf of their clients with the Caisse de dépôt et de gestion (CDG). The funds thus remain frozen until the final deed is signed.

You should also ensure that the legal nature of the sum paid is specified. Depending on how it is classified and the wording of the contract, the consequences of withdrawing from the contract will vary: a refund, forfeiture of the deposit, or, conversely, the possibility of demanding that the sale go ahead. It is the notary’s role to draft this clause clearly, and yours to check it over.

If you are paying from abroad, please transfer the deposit in foreign currency via bank transfer and keep the exchange receipt issued by the bank: you will need this later to repatriate the proceeds from a resale.

From the provisional agreement to the final deed: the stages

1. Agreement on the price and the choice of solicitor.
2. Due diligence : certificate of ownership, the property’s tax status, compliance of the building with the plans on the title deed, and local taxes paid.
3. Signing of the preliminary agreement in the form of an authentic deed and payment of the deposit into the notary’s account.
4. Lifting of the conditions precedent : loans, discharges, authorisations.
5. Transfer of the balance and fees by bank transfer.
6. Signing of the final deed, followed by registration and entry in the land register.

The cost of these formalities (registration fees, land registry charges, professional fees) is set out in our guide to Costs associated with buying property in Morocco. If you’re a seller, our guide to the The property sales process in Morocco Describe these steps from your point of view.

The most common pitfalls

• The «little piece of paper» signed in a hurry To book a property: it does not protect you and may be cancelled.
• The deposit paid in cash to the seller : impossible to trace, difficult to recover.
• The absence of loan conditions When you apply for a loan: if the bank refuses, you risk losing your deposit.
• Too short a deadline to raise funds from abroad or to have a lien lifted.
• A surface or texture that does not match the description : enclosed terrace, additional storey, in-ground swimming pool. Check before signing.

Frequently Asked Questions

Is a private sale agreement valid in Morocco?

No, in the case of a property. Since the enactment of Act No. 41-25 on 16 July 2026, a preliminary sale agreement must be drawn up by way of a notarised deed, failing which it shall be null and void.

Who can draw up a preliminary sales agreement in Morocco?

A professional authorised to draw up authentic deeds: a notary or an ‘adoul’. The option of using a deed with a certified date drawn up by a solicitor was abolished by the 2026 reform.

How much should the deposit be when signing the preliminary agreement?

No specific amount is laid down by law: it is subject to negotiation. The main thing is to pay it into the notary’s account, as the notary is required to deposit their clients’ funds with the Caisse de dépôt et de gestion.

Can a preliminary agreement be signed remotely?

Yes, through an authorised representative, but the power of attorney must also be drawn up in a notarised form. Make sure you prepare it well in advance.

What happens if a condition precedent is not fulfilled?

If the sale does not go through, the deposit is, in principle, refunded in accordance with the exact terms of the preliminary agreement. Hence the importance of drafting these terms with precision.

Secure your preliminary agreement with us

We work with you to prepare the property documentation, go through the terms and conditions with the solicitor, and support you right up until you are handed the keys. Contact Klair & Arno before signing anything.