Contract and deed

Boleto de Compraventa in Argentina: What It Protects and What It Does Not

General information, not legal, immigration or tax advice. Rules, exchange rates and prices change and every case has its own details. Before you pay, sign or apply for residency, check the current rules with an Argentine notary (escribano), lawyer or accountant.

Quick answer A boleto de compraventa, the preliminary private purchase contract used in Argentina, is a valid contract, but it does not transfer ownership of a lot. For that, the law requires a public deed (escritura pública), delivery of possession and, for the transfer to count against third parties, registration in the property registry (Civil and Commercial Code, arts. 1017, 1892 and 1893). With a boleto the buyer has the right to demand the deed, and in certain cases is protected against attachments on the seller's property or the seller's bankruptcy. That protection depends on specific requirements that you have to meet.

What a boleto is and what it is not

The boleto is a private contract in which seller and buyer commit to closing the sale and signing the deed later. A public deed is required for contracts that transfer real rights over real estate (art. 1017), and transferring a real right requires title and a mode of transfer, with sufficient publicity (arts. 1892 and 1893). The boleto is the title to a personal right: the right to demand the deed.

If you are wondering whether a boleto is binding in Argentina, the short answer is yes, between the parties. What it does not do is make you the owner. The sections below separate those two things.

What a boleto protects

You can demand the deed. If the seller refuses to sign, the boleto lets you ask a judge to sign on the seller's behalf, as long as the buyer has performed or secures performance (art. 1018).

Protection against attachments. The right of a good-faith buyer takes priority over third parties who obtained precautionary measures (medidas cautelares, such as an attachment) on the property if four requirements are met (art. 1170):

  1. The buyer contracted with the registered owner, or can step into the legal position of someone who did, through an unbroken chain of successive buyers.
  2. The buyer paid at least 25% of the price before the precautionary measure.
  3. The boleto has a certain date (fecha cierta).
  4. The purchase has sufficient publicity, either through the registry or through possession.

Protection in the seller's bankruptcy. A boleto with a certain date in favor of a good-faith buyer can be asserted against the seller's insolvency proceedings (concurso) or bankruptcy (quiebra) if at least 25% of the price was paid. The judge orders the deed, and if the balance is payable over time, a first-ranking mortgage on the property is required (art. 1171).

What "certain date" means

A document has a certain date from the day an event occurs that makes it undeniable that it was already signed (art. 317). The usual way is to have the signatures certified before a notary (escribano), but the Code allows proof by any means, which the judge assesses strictly. A boleto without a certain date does not meet one of the requirements in articles 1170 and 1171.

What a boleto does not protect

These risks follow from how the law is built and from common practice:

Is a boleto valid without a notary?

Yes, between the parties. The Code itself regulates the real estate boleto (arts. 1170 and 1171), and because art. 1017 does not state that the deed is required on pain of nullity, on the prevailing reading the deed is required for the contract to produce its own effects, so the boleto is valid as a contract in which the parties committed to sign the deed (art. 969). The seller is bound to grant the deed (art. 1018). What a boleto without a notary does not do is transfer ownership (arts. 1017 and 1892), and it lacks the certain date that protects you against third parties. Having the signatures certified before a notary proves the identity of the people who signed. Whether that also gives a certain date is a disputed question, and the safest route is to leave an event that fixes the date, for example by recording the boleto in a notarial protocol (protocolizarlo).

How to reduce the risk

  1. Before paying, request the title search (informe de dominio) and inhibitions search.
  2. Sign the boleto with signature certification and, to secure the certain date, also leave an event that fixes it, for example by recording it in a notarial protocol.
  3. Pay against a receipt and by means that leave a record. Having paid 25% of the price or more meets the payment requirement of articles 1170 and 1171, and under art. 1170 the payment must come before the attachment. The more you pay before the deed, the more is at stake if the title fails.
  4. If possible, ask for possession (delivery of the lot) and put it in writing.
  5. Set the date and the notary for the deed in the boleto, and who pays each expense.
  6. Check the survey plan (plano de mensura) (in Spanish).
  7. Start from a model and have a notary review it for your case: see the guide model for a land boleto.

For the full closing costs that come after the boleto, see the cost of buying land in Argentina.

If the seller does not sign the deed

The usual route is a lawsuit to compel the deed (juicio de escrituración), in which the judge signs in place of the seller (art. 1018). If the buyer has held possession for a long time, adverse possession (usucapión) may come into play: 20 years in general, or 10 years only with a just title (justo título) and good faith (arts. 1898, 1899 and 1902). A boleto alone is generally not treated as a just title, so the longer period is the usual one for a boleto holder. Each case depends on the documents, so consult a lawyer.

See also: buying land directly from the owner, lots in a fideicomiso (developer trust), land scams: red flags.

Sources

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