You have found a buyer and agreed a price, but completion is still several weeks away. The bank needs a valuation, the seller may need to arrange mortgage discharge, and someone may still be registered as living at the address. In Lithuania, a preliminary sale and purchase agreement records the parties' written commitment to enter into the final notarial sale agreement. Its wording affects the advance payment, missed deadlines and liability if someone withdraws.
What does Lithuania's Civil Code require?
Article 6.165 of Lithuania's Civil Code provides the framework. Four rules matter in particular:
- Written form. An oral agreement or a casual “I'll buy it” message is insufficient. A document signed by the parties can be used; the final property sale agreement requires notarial form.
- A deadline. State when the final agreement must be concluded. If no deadline is set, the statutory period is one year from the preliminary agreement.
- Liability. A party that unjustifiably avoids or refuses to conclude the final agreement must compensate the other party's losses. Under an ordinary preliminary agreement, compelling the sale itself is generally not the remedy.
- Expiry. If the deadline passes without completion or an agreed extension, the duty to conclude the final agreement ends. Refunds and liability for an earlier breach can still need resolution.
VVTAT, Lithuania's State Consumer Rights Protection Authority, offers guidance on preliminary property agreements. Keep payment evidence and correspondence. A home yet to be built is subject to the special regime in Article 6.401; our guide to a seller changing their mind after a preliminary agreement discusses that distinction.
The parties, property and price: points 1–3
1. The parties and their authority to sell
Record the parties' names, identifying details, addresses and email addresses for notices. Establish whose consent or signature is needed: both spouses where relevant, every co-owner, or a representative with an appropriate power of attorney. If a minor owns all or part of the property, ask the notary early which permissions and safeguards are required.
2. The exact property and everything included
Use the unique property number, address, area and registered use shown in the NTR, Lithuania's Real Property Register, maintained by Registrų centras, the Centre of Registers. List the storage room, parking space or right to use it separately, together with furniture and appliances being left. Unrecorded inclusions often become disputed. See the apartment purchase checks for parking, storage and shared liabilities.
3. Price and payment arrangements
State the total price in figures and words, the advance, balance, deadlines and payment method: bank transfer or a notary's deposit account. The Lithuanian Chamber of Notaries explains the deposit-account process: money is paid in advance and released to the seller when the agreed conditions are met. If the property is mortgaged, identify the part of the price going to the lender. See the payment sequence when selling a mortgaged property.
Agree who pays the notary and register costs at this stage, as VVTAT recommends. Our Lithuanian notary fee guide and calculator explain the separate items.
The advance and deadlines: points 4–6
4. Advance: amount, purpose and refund
An advance is part of the agreed price paid early. There is no universal amount: it is negotiated. A very small payment may give the seller little reassurance; a large payment increases the buyer's exposure if the transaction fails. State the amount, payment date, credit against the price, refund grounds and refund deadline.
Do not assume the Lithuanian term rankpinigiai has the same effect as an English-language “deposit”. Article 6.98(2) of the Civil Code prohibits securing a preliminary agreement, or an agreement requiring notarial form, with rankpinigiai. Record the advance and agree liability separately through clear contractual penalties where appropriate. Balanced, proportionate provisions reduce the risk of disputes; a court can reduce an excessive penalty.
5. The final agreement and extensions
Give a specific completion deadline and agree who chooses the notary. Set out how an extension is agreed, with a written agreement signed before the original deadline. Do not rely on an oral “let's wait another week”: clearly record both parties' consent in the required written form.
6. Financing and valuation
If the buyer needs a mortgage, record the required loan amount, application and decision deadlines, acceptable evidence of refusal, and the effect on the advance. Deal separately with a valuation below the agreed price. See also paying an advance before mortgage approval. A bank's refusal does not automatically create a penalty-free exit: the agreement needs to address it.
Seller's preparations, handover and liability: points 7–9
7. What the seller does before completion
Use the sale documents checklist to assign tasks and deadlines: mortgage discharge or lender consent, debt statements from the administrator or owners' association, an energy performance certificate where required, and documents concerning spouses or co-owners. If people remain registered as living at the address, agree when the registration records will be dealt with through the appropriate procedure.
8. Handover date, condition and record
State when keys are handed over and the conditions, such as receipt of the full price. Describe the condition and known defects. Provide for a handover record covering meter readings, the number of keys and the items being left.
9. Liability, termination and notices
Identify the agreed grounds for ending the agreement without a penalty, such as failure to obtain financing under the stated conditions or discovery of an undisclosed property seizure or freezing restriction. Specify the consequences of other breaches and how notices are sent and received, using identified email addresses or registered post. A mutual termination should also be recorded in writing so that the terms and date can be proved.
The nine points at a glance
| Point | What to record | Purpose |
|---|---|---|
| 1. Parties | Identity and involvement of spouses, co-owners or representatives | Establish who must consent and sign |
| 2. Property | Unique number, area, associated property and included items | Avoid disputes over what is sold |
| 3. Price | Total, payment sequence, method and notarial costs | Make each payment and responsibility clear |
| 4. Advance | Amount, credit against the price, refund grounds and deadline | Distinguish the advance from penalties |
| 5. Deadline | Final agreement date and extension procedure | Avoid relying on the statutory one-year fallback |
| 6. Financing | Loan amount, deadlines and refusal evidence | Allocate financing risk clearly |
| 7. Seller's tasks | Mortgage, residents' registrations, debts and documents | Resolve obstacles before completion |
| 8. Handover | Date, condition, handover record and meters | Link possession to agreed conditions |
| 9. Liability | Penalties, termination grounds and notices | Clarify remedies and procedure |
For the agreement's place in the wider process, see selling an apartment without an estate agent.
Annotated planning example: a €150,000 apartment with a mortgage
This is a fictional teaching scenario, not an agreement ready to sign or a client's case. It shows how the nine areas fit together. Assume one completed apartment, with no existing mortgage and the owners' authority checked. No parking space is being sold. The buyer plans to use a €127,500 mortgage and €22,500 of their own funds. Financing has not yet been approved.
| Planning decision | Fictional entry | What the agreement must resolve |
|---|---|---|
| Property and attachments | Take the unique number from a fresh register extract; list included items and known defects in an attachment. | Never copy a fictional number into a real document. Verify ownership, family-property status, restrictions and the attachment against the property's condition. |
| Price and advance | Price €150,000; €7,500 advance by 9 November 2026, credited against the price; balance €142,500. | The €7,500 is an example, not a recommended advance. State separate refund grounds and deadlines. |
| Funding | €127,500 planned loan + €22,500 own funds = €150,000. After the advance, €15,000 of own funds and the loan remain to be paid. | The advance is part of the buyer's funds, not an extra payment on top of the price. Allow separately for transaction costs and the lender's drawdown conditions. |
| Financing condition | Application by 10 November; bank decision on at least €127,500 by 20 November; notice with agreed evidence by 23 November 2026. | Agree whether a lower loan offer or low valuation permits withdrawal. Specify acceptable bank evidence, buyer cooperation and the consequences of a late application. |
| Advance refund | If the agreed financing condition is properly triggered, plan for a €7,500 refund within five working days of receipt of valid notice, without a penalty. | This is a negotiated choice, not an automatic statutory guarantee. Draft the termination mechanism and distinguish other breaches. |
| Completion and extensions | Final agreement by 4 December; documents to the notary by 27 November; discuss any extension before expiry. | Leave time between the decision, notice and completion dates. Record a new deadline in writing; bank delay does not automatically extend it. |
| Costs and handover | Split sale-certification remuneration and applicable VAT equally; buyer pays mortgage certification. Plan handover for 7 December 2026, subject to confirmation of full payment. | Allocate register, deposit-account and other costs separately. Coordinate actual bank payments, keys, readings and the condition record. |
What is still missing? The example does not set a penalty amount, settle evidence or service-of-notice rules, or verify authority to sell. Those need transaction-specific decisions. A mortgaged home, minor-owned property, co-ownership or an unbuilt apartment requires further work.
Download the editable planning worksheet (.txt). It contains the example and blank fields for discussions with the other party, bank and the professional preparing the agreement. It does not collect or send your details.
Why a downloaded contract template needs adapting
A template can show the structure, but it cannot know your transaction. Some publicly available forms still refer to rankpinigiai; others omit financing conditions or the seller's preparations. Check all nine areas, balanced consequences and realistic deadlines against the bank's and notary's timetable.
If the parties use different languages, a bilingual Lithuanian–English agreement may help. Identify which version prevails if the texts differ and make sure both parties understand the document. See selling property to foreign buyers in Lithuania for other considerations. For a mortgage, co-ownership, inherited property or a large advance, ask a notary or lawyer to review the draft. This article provides general information, not individual legal advice.
Should you register the preliminary agreement?
Registration is not compulsory, but recording the fact of the agreement in the Real Property Register makes it visible in the register's data. It can be useful where a substantial advance is paid or completion is months away. It does not transfer ownership or guarantee repayment.
The Centre of Registers' official instructions distinguish two processes: you can create and submit an agreement through its self-service system using a qualified electronic signature, or submit an existing signed agreement with the required application and supporting documents through the specified channels. A simple scan is not necessarily sufficient for electronic submission. Confirm current charges and turnaround times before applying. After termination or expiry, an application can be made to remove the registered fact.
Frequently asked questions
Does a preliminary agreement need a notary?
Notarial certification is not compulsory. Lithuanian law requires written form: a document signed by both parties on paper or using qualified electronic signatures can be used. The final property sale agreement requires notarial form. You can still ask a notary to prepare or certify the preliminary agreement and arrange registration where appropriate.
Can a preliminary agreement be secured with rankpinigiai?
No. Article 6.98(2) of the Civil Code excludes preliminary agreements and agreements requiring notarial form from this form of security. Describe the advance, its credit against the price and refund conditions clearly, and agree any contractual penalties separately. The English word deposit does not establish those legal effects.
What happens if completion does not take place by the deadline?
Once the deadline expires without completion or an agreed extension, the duty to conclude the final agreement ends. The advance and liability still need resolution. A party that unjustifiably avoided completion may owe compensation or applicable contractual penalties. If no deadline was agreed, the statutory period is one year.
Can a preliminary agreement be terminated?
The parties can agree termination in writing, or use a termination ground provided by the agreement, such as a properly triggered financing condition. Withdrawal without a valid basis may lead to penalties and losses. If the agreement was registered, the required documents and application can be submitted to remove the registered fact.
How do we extend the completion deadline?
Record both parties’ agreement in writing before the original deadline, stating the new date and whether financing, refund or penalty provisions also change. Confirm which other terms continue. Do not rely on an oral promise or an ambiguous message; the agreement must meet the required written form.
What does registering a preliminary agreement cost?
Confirm current registration charges and turnaround times with the Centre of Registers before applying. The cost depends on the service and urgency selected. Registration is optional and makes the fact of the agreement visible in the register; it does not transfer ownership or guarantee a refund.
Can I use an online contract example?
Use it as a checklist, then adapt it to the actual property, ownership, mortgage, financing and handover arrangements. The worksheet in this guide is a planning aid, not an agreement ready to sign. For a complex transaction, ask a notary or lawyer to review the draft.
Who pays for the final notarial sale agreement?
The parties should agree. VVTAT recommends recording the allocation of notary costs in the preliminary agreement. The buyer, seller or both can pay. Deal separately with register checks, deposit accounts, mortgage discharge and other acts to avoid an unexpected bill.
Can the preliminary agreement be in English?
Where the parties use different languages, a bilingual Lithuanian–English document can help; identify which version prevails if they differ. Both parties need to understand the terms. The final notarial document in Lithuania is prepared in Lithuanian, so arrange any required interpreting or translation with the notary in advance.