The usual documents involved in an acquisition are the following:

• Offer (reserva)

Often, the transaction is triggered by the purchaser making an offer through a “reserva,” which is a small amount of money that is left generally to a real estate broker to get the property off the market. In general, real estate brokers provide counsel to purchasers on the type, location, prices and availability of real estate in the market, and collect a fee for those services. The seller usually grants authorization to the broker for marketing and offering the property.

• Preliminary purchase and sale agreement (PSA) (boleto de compraventa)

The PSA is a type of contract used for purchasing real estate property. The PSA is usually executed after successful negotiations, which may have included the execution of a reserva. Although not legally necessary, the PSA may be the first agreement executed between the purchaser and seller directly in relation to the acquisition of the property.

• Public deed (escritura pública)

The public deed determines the definitive transfer of title to the property and will enable the purchaser to register the transfer with the Real Property Registry. Generally, all terms and conditions originally included in the PSA will also be included in the public deed, and once the public deed has been executed, it will supersede the PSA. Usually, the parties agree that the public deed will be executed within a period of 30-45 days from the execution of the PSA. The issuance of the public deed must be performed by a notary public (escribano público) appointed by the purchaser and this finally determines the closing date. The time between the PSA and the granting of the public deed is necessary for the notary public to obtain a report from different authorities such as the Real Property Registry and the municipal government. In some provinces, a survey of the property is mandatory before executing the public deed.

• Real estate certificates issued by real estate registries

Real estate certificates are deemed the official record of title ownership jointly with the public deed. These certificates are usually requested by public notaries at two different times during the transaction with different effects:

• Before executing the PSA, it is advisable that the purchaser asks a notary public for a title report and a certificate of general prohibitory injunction in order to have confirmation of the legal situation of the seller and ownership of the land. The title report issued by the Real Estate Registry will provide details of any liens or encumbrances, such as mortgages, garnishments, etc., that may affect the real property.
• After the execution of the PSA, but before the execution of the public deed, a certificate will be requested by the notary public to block any registration over the real estate generally for 15 days, depending on the jurisdiction where the property is located. The certificate contains complete details of the real property in relation to the existence of liens, encumbrances or any and all other rights that may affect it. Note that, once the public deed has been executed, its registration will be filed with the Real Property Registry before the expiration of the previously mentioned certificate. In addition, a title search should be conducted by the notary public before the execution of the public deed.

As real estate acquisitions in Argentina are based on a procedure that emphasizes formalities established by law and involves public agencies, individuals and documents (real property registries, notary public, certificates), these reports constitute a guarantee themselves as public documents.

Although the parties could agree on including representations and warranties related to the transaction, the Civil and Commercial Code establishes two warranties that the seller must grant the buyer, which are present in all PSAs:

• Title and right of possession (evicción) — guarantees the right and title over the property. The seller will do the following:
  • Refrain from affecting the transferred rights
  • Defend the purchaser should third parties claim rights in relation to the real estate
  • Indemnify and hold the purchaser harmless from any costs, damages and losses related thereto

• Latent or hidden defects (vicios redhibitorios) — such warranties are deemed to be included in the PSA unless expressly excluded by the parties. Customarily, these warranties are included in real estate transactions and guarantee the use of the property and cover defects, which have to be hidden, important and existing at the time of the purchase. Depending on the seriousness of the defect, the purchaser will be able to terminate the agreement or ask for a price reduction.

Parties are bound as soon as they execute the PSA. Although the PSA works partially as a preliminary agreement to the further and definitive transfer of title to property performed through the public deed, it makes the sale binding between the parties. If the seller breaches its contract, the buyer has the option to request that the public deed be granted by the court.

Registration of the real estate property makes the transfer valid against third parties.

Argentina’s legal system requires that the transfer of title to real property, as well as any other interest thereto, be mandatorily made through a public deed issued by a notary public or by public officers (e.g., in certain judiciary proceedings, a court may grant the title to the property). After that, the notary public will register the public deed with the Real Property Registry corresponding to the jurisdiction where the real estate is located.

As per the Civil and Commercial Code, the buyer pays for the following:

• Notary public’s fee (customarily between 1% and 2% of the purchase price plus 21% VAT)
• Broker’s commission (usually 4% of the purchase price)
• 3.5% stamp tax unless otherwise agreed upon (Stamp tax is calculated by reference to the purchase price and may vary depending on the jurisdiction. The parties usually pay this tax in equal parts (e.g., 1.75% by each party).)

The seller pays for the following:

• All costs and expenses related to the title search (0.2% of the purchase price)
• Certificates issued by the Real Property Registry
• Tax settlement of the real property
• Broker’s commission (usually 1.5% to 3% of the purchase price)
• 3.5% stamp tax unless otherwise agreed upon (Stamp tax is calculated by reference to the purchase price and may vary depending on the jurisdiction. The parties usually pay this tax in equal parts (e.g., 1.75% each party).)