Predugovor Explained — Croatia Preliminary Property Contract

The predugovor is the moment in a Croatian property transaction where the stakes become real. Before it — you are exploring. After it — you have paid a deposit that you will lose if you change your mind. Understanding exactly what you are signing and what it commits you to is not optional.

What is a predugovor?

A predugovor (preliminary purchase agreement) is a legally binding contract between buyer and seller that precedes the final purchase agreement (kupoprodajni ugovor). It establishes the agreed price, the deposit paid, the timeline for completion and the consequences if either party fails to proceed.

The predugovor is signed before the notary certifies the final transaction. It is often negotiated and signed relatively informally — sometimes between the parties directly, sometimes facilitated by the agent — but it carries full legal weight regardless of how it is concluded.

The deposit — kapara

At signing, the buyer pays a kapara — typically 10% of the agreed purchase price, though this can be negotiated. The kapara is what makes the predugovor binding for both sides:

The kapara structure creates a symmetrical commitment — both sides have skin in the game. In practice, sellers rarely withdraw after accepting a deposit; the more common issue is buyers who discover problems after paying and face a difficult choice between losing their deposit or proceeding with a compromised purchase.

What the predugovor must include

A properly drafted predugovor should contain at minimum:

• Full identification of both parties — name, OIB, address and ID document details for both buyer and seller
• Full property description — address, cadastral municipality and parcel number, total area, and a reference to the land registry entry
• Agreed purchase price — stated in euros, with no ambiguity about what is included
• Kapara amount paid — confirmed as received by the seller, with the legal consequences for each party if they withdraw
• Completion deadline — the date by which the final contract must be signed. This should be realistic — allow time for all legal steps
• Encumbrance discharge — if the property has a mortgage or other encumbrance in the land registry, the predugovor must specify how and by when it will be discharged, and who bears the cost
• Possession date — when the buyer takes physical possession of the property
• Consequences of default — beyond the standard kapara rules, what additional remedies each party has

Conditions precedent — protect yourself

A well-negotiated predugovor can include conditions precedent — events that must occur before the buyer is obligated to proceed. Common examples:

• Permit verification: "Completion is conditional on the seller providing the use permit within 30 days." If the permit cannot be produced, the buyer gets their kapara back.
• Mortgage discharge: "Completion is conditional on the existing mortgage being discharged prior to the final contract." If the seller cannot clear the mortgage, the contract fails.
• Co-owner consent: If any co-owner has not yet formally waived their pre-emption right, make completion conditional on that step being completed.

Sellers may resist conditions precedent — they prefer a clean, unconditional commitment. But conditions that protect you from knowable legal risks are reasonable and worth negotiating firmly. If a seller refuses to include a condition that addresses a legitimate concern you have raised, that refusal itself is meaningful information.

When the agent drafts the predugovor

In Croatia, it is common for the selling agent to draft the predugovor — or to produce a standard template. Remember: the agent works for the seller. A contract the agent has prepared will naturally reflect the seller's interests. This does not mean it will be unfair, but it means you should not sign it without having your own lawyer review it first.

Do not be rushed into signing at the viewing or immediately after an offer is accepted. A seller who is genuinely committed to the transaction will allow you reasonable time — typically a few working days — to have the document reviewed.

Does the predugovor need to be notarised?

The predugovor does not legally require notarisation to be binding — it is valid as a signed private document (privatna isprava). However, notarising the predugovor strengthens its enforceability and provides additional certainty about the identity of the parties. For significant transactions or where the seller's situation is complex, notarisation of the predugovor is worth considering.

The final purchase agreement (kupoprodajni ugovor) must be notarised — this is mandatory for the land registry transfer to proceed.