Malta's Promise of Sale Agreement (Konvenju) Explained

What Is the Konvenju?

The konvenju (from the Italian "convenzione") is Malta's version of a preliminary purchase agreement. It's a legally binding contract between buyer and seller that commits both parties to completing the property sale, subject to certain conditions.

Think of it as the middle step between agreeing on a price and signing the final deed. It's where the serious commitment begins, where the deposit is paid, and where your notary does the critical legal work that protects you.

Key Elements

The Deposit

When you sign the konvenju, you pay a deposit — typically 10% of the purchase price. This deposit is held by the notary (not the seller) in an escrow-like arrangement.

The deposit serves as a guarantee of your intention to buy. It's also your primary financial risk in the transaction — if you walk away without a valid reason, you lose it.

The Timeline

The standard konvenju period is 3 months, during which the notary conducts all necessary searches and due diligence. This can be extended to 6 months or more by agreement between the parties, especially for more complex transactions.

Conditions

The konvenju should include conditions that protect you. Common ones include:

• Mortgage approval — the sale is conditional on the buyer obtaining a mortgage within a specified period
• Clear title — confirmation that the seller has clear ownership with no encumbrances
• Planning compliance — confirmation that the property has all necessary building permits
• AIP permit — for foreign buyers, the sale is conditional on obtaining the permit
• Structural survey — some buyers include a condition allowing them to withdraw if a survey reveals serious structural issues

If a condition isn't met through no fault of yours, you can withdraw and recover your deposit. This is why conditions are so important — they're your safety net.

What the Notary Does During the Konvenju Period

This is when the notary earns their fee. Their job is to verify that the property is legally sound and that you'll get what you're paying for. Specifically:

Title Search

The notary traces the ownership history of the property back at least 30 years (in practice, often further). They check every transfer, inheritance, and court case involving the property to confirm the seller has clear title.

Encumbrance Check

Are there any mortgages, hypothecs (legal charges), or other financial claims against the property? The notary checks the Public Registry for any registered encumbrances.

Pending Litigation

Is the property subject to any ongoing court cases? Property disputes, inheritance claims, and boundary issues can all cloud ownership.

Planning and Building Permits

The notary verifies that the property was built with proper permits from the Planning Authority and that there are no outstanding enforcement notices. This is particularly important in Malta, where unpermitted additions and alterations are not uncommon.

Ground Rent (Emphyteusis)

If the property is subject to ground rent, the notary checks the terms and advises on redemption options.

Common Parts

For apartments, the notary reviews the condominium regulations and checks for any outstanding disputes or shared liabilities.

What Happens If Someone Backs Out?

If the Buyer Backs Out

Without a valid contractual reason, the buyer forfeits the 10% deposit. The seller keeps it as compensation for taking the property off the market.

If the Seller Backs Out

The seller must return the deposit plus pay the buyer an additional amount equal to the deposit — effectively double the deposit (20%). In some konvenjus, the penalty is structured differently, so read the exact terms carefully.

If a Condition Isn't Met

If the sale falls through because of a condition in the konvenju (e.g., mortgage refused, title issue discovered), the buyer gets the full deposit back. This is neither party's "fault."

Negotiating the Konvenju

Don't treat the konvenju as a standard form document. You (or your lawyer) should negotiate key terms:

• Length of the konvenju period — 3 months is standard, but if you need more time for mortgage approval or due diligence, ask for longer
• Specific conditions — make sure every protection you need is explicitly stated. "Subject to mortgage approval" should include a deadline and a minimum amount
• Penalty clauses — understand exactly what happens if either party defaults
• What's included — specify if fixtures, fittings, appliances, or furniture are included in the sale
• Completion deadline — the date by which the final deed must be signed
• Seller's obligations — the seller should maintain the property in its current condition and not make alterations between konvenju and completion

Common Pitfalls

• Waiving the mortgage condition — sellers sometimes pressure buyers to remove the mortgage condition to make the offer more attractive. Don't do this unless you're 100% certain of your financing
• Not reading the Maltese version — konvenjus are often bilingual (English and Maltese). The Maltese version is the legally binding one. Make sure you understand both
• Ignoring the conditions deadline — if a condition has a deadline (e.g., "mortgage approval within 60 days"), missing the deadline may mean losing the protection
• Assuming the notary works for you — the notary is technically a neutral public officer. While they conduct searches for the buyer's protection, their role is to facilitate the transaction for both parties. If you want independent legal advice, hire a separate lawyer

Costs

The konvenju itself involves:

• 1% of the purchase price as provisional stamp duty (paid at konvenju signing, credited against the full 5% at final deed)
• Notary's preliminary fees — sometimes charged separately for the konvenju document

The konvenju is the foundation of your property purchase. Take it seriously, negotiate the terms, and make sure your interests are properly protected before signing.