Buying off-plan
Promise of Sale Malta: Deposit, Extension and Expiry for Off-Plan and Shell Buyers
What a promise of sale actually is
In Malta, most property purchases start with a promise of sale, often called the konvenju. It is not the sale itself. An accepted promise binds the seller to complete the sale, or to pay damages if the sale can no longer happen 1. The same rules apply when the buyer promises to buy 1.
For an off-plan or shell-form unit, the gap between promise and final deed can be long. The building may not exist yet. That makes the wording of the promise far more important than it would be for a finished flat. If you are new to this kind of purchase, start with our guides on what shell form means and buying off-plan in Malta.
This guide explains what usually applies. We are not lawyers, notaries or estate agents. Your notary and, ideally, your own lawyer should review the promise before you sign.
The deposit: how much, and what it is called
No law sets the size of the konvenju deposit. It is agreed between you and the seller. Agents often quote a "usual" percentage, but that comes from market practice, not from legislation. We have not used it as a fixed figure here. Ask your notary or your bank what is normal for your type of purchase, and check how it fits your loan. Our guide on home loans for shell-form property covers the bank side.
What matters most is how the payment is described. The Civil Code treats earnest money (kappara) in a specific way. If earnest was given, either party may walk away. The buyer who gave it forfeits it. The seller who received it must return double, subject to usage 1.
A payment on account of the price is different. In a 2013 First Hall case, a buyer had paid EUR23,293 under a promise for an Attard penthouse. The court held it was a payment on account of the price, not forfeitable kappara, and ordered it refunded with interest 4.
Be careful with that case. It is one report from 2013, and the report itself says the case law on deposit versus kappara is not consistent 4. We have not found a more recent appeal ruling that settles the point. Ask your lawyer how your clause is likely to be read today.
Notification and provisional duty
A promise of sale is not valid unless it is notified to the Commissioner for Revenue within the prescribed time, with a provisional payment of 20% of the duty due 2. At the standard 5% duty rate, that is 1% of the price. It is less, or nil, where first-time buyer relief applies 2.
The practical steps are set out in the rules:
- Notification is made electronically, through a notary or advocate, within 21 days of the promise 3.
- Provisional duty is paid within 10 days of approval or 21 days of the promise, whichever is later 3.
- Late notices are refused. A deadline falling on a weekend or public holiday moves to the next working day 3.
- Provisional duty is set off against the final duty on the deed 3.
- Correcting a promise costs EUR5.00 2.
Notification protects you too. In the 2013 case, the promise was never notified and the 1% never paid, so it was invalid. That is part of why the payment had to be refunded 4.
Budget 2027 was presented on 26 October 2026, but its measures were not published when this guide was written. All duty figures here are pre-Budget and may change. Check current rates with your notary or the Commissioner for Revenue. See also our guide on stamp duty for first-time buyers.
Worked example (hypothetical)
Say you agree to buy a shell-form flat for EUR300,000 and you do not qualify for any duty relief.
- Standard duty at 5%: EUR15,000.
- Provisional duty on the promise, 20% of that: EUR3,000 (1% of the price) 2.
- On the deed, the EUR3,000 is deducted from the EUR15,000 due 3.
Now suppose EUR20,000 was paid and clearly described as earnest. If you withdraw, you lose it. If the seller withdraws, they return EUR40,000 1. If instead the payment is described as part of the price, the outcome depends on the facts and the wording.
How long the promise lasts, and how it ends
The promise lasts for the period you agree. If no period is agreed, it lapses 3 months after the sale could be carried out 1.
Expiry is strict. To hold the other side to the promise, the party wanting the sale must file a judicial intimation before it expires. If the other party still fails to appear, a sworn application must follow within 30 days of expiry 1. In the 2013 case, the sellers sent a judicial letter but did not follow it with court action, which weakened their position 4.
If the promise lapses or both parties rescind it, the buyer can claim back the provisional duty in writing. Only the buyer can make that claim 3.
Extensions
Extensions are a matter of contract. The law does not say how long an extension should be or when one must be granted. It does say that an extension must be notified to the Commissioner within 21 days, like the original promise 3.
You are not always obliged to agree. In Bingham v Seddon (2022), the seller warranted that all permits were in place but could not deliver. The court held the buyer could refuse the deed and refuse an extension. A later planning approval did not cure the problem 5. A party with a just motive cannot be forced to perform, and the property's condition is judged as at the date of the promise 5.
There is also a valuation point for off-plan buyers. If the promise runs no more than 3 years for an off-plan unit, the property is valued at the promise date for duty, unless improvements are made before the deed 3. Long extensions can affect this, so ask your notary before agreeing one.
What to insist on for an unfinished building
The law above does not set specific terms for unfinished buildings. These are points buyers commonly ask their notary or lawyer to include:
- A clear completion date, and what happens if it is missed.
- A written specification of the state the unit will be in at the deed: shell, semi-finished or finished. See listing terms explained.
- Common parts: lift, stairwell, facade, roof and parking, and who finishes them.
- Permit warranties: the Bingham case shows why these matter 5.
- How payments are described: earnest or part of the price.
- Conditions such as bank loan approval, with a time limit.
Expenses of the sale are borne by the buyer unless agreed otherwise 1. The default brokerage on immovables is 2%, split equally 1. For staged payments, read is an off-plan payment plan safe.
The Buyers' Charter: pending, not law
On 3 September 2026, the Minister for Accommodation and Lands, Owen Bonnici, launched a consultation on a Buyers' Charter for all residential buyers. It was open for two months 6. Its stated principles are transparency, awareness of rights and responsibilities, consumer empowerment and remedies 6.
It is not law. Search snippets give a closing date of 2 November 2026, but we could not verify it. The government consultation pages returned errors when we checked. We do not know whether the draft covers deposits, konvenju terms or shell-form specifications. Do not rely on it when signing a promise today.
Next steps
Before signing, use our cost-to-own calculator at /calculators/ to estimate duty and the provisional payment. Remember the figures are pre-Budget. Then use the finishing budget calculator to see what a shell unit will cost to complete. When you are ready, Get finishing quotes from contractors. For the basics of the konvenju, read our main promise of sale guide.
Questions people ask
How much deposit do you pay on a promise of sale in Malta?
No law fixes the amount. It is agreed between buyer and seller, and agents often quote a usual percentage, but that is market practice rather than a legal rule. Separately, a provisional payment of 20% of the duty due must be made when the promise is notified. At the standard 5% duty that is 1% of the price, and less or nil where first-time buyer relief applies [government_of_ma_1_sf6]. Ask your notary what applies to you.
Do I lose my deposit if the sale falls through?
It depends on how the payment is described and why the sale failed. Where earnest (kappara) was given, the giver forfeits it on withdrawal and the receiver returns double [government_of_ma_0_sf6]. In a 2013 case, a payment on an invalid promise was treated as part of the price and had to be refunded with interest. The court noted that case law on this point is not consistent [maltatoday_law_r_3_sf6]. Ask a lawyer to check your wording.
How long does a promise of sale last in Malta?
It lasts for the period agreed in the promise. If no period is agreed, it lapses 3 months after the sale could be carried out. To keep it alive, the buyer must file a judicial intimation before expiry and, if the seller still fails, a sworn application within 30 days of expiry [government_of_ma_0_sf6].
Does an extension of a promise of sale need to be notified?
Yes. Extensions must be notified to the Commissioner for Revenue within 21 days, just like the original promise [government_of_ma_2_sf6]. The length and terms of the extension are a matter of agreement between the parties.
Is the Buyers' Charter law yet?
No. A public consultation was announced on 3 September 2026 and was open for two months [housing_authorit_5_sf6]. We could not verify the exact closing date or what the draft covers, so treat it as a proposal only.
Sources
- Government of Malta / legislation.mt, Civil Code (Cap. 16), arts 1357-1362 (promise of sale). · checked 26 Oct 2026
- Government of Malta / legislation.mt, Duty on Documents and Transfers Act (Cap. 364), art. 3(6). · checked 26 Oct 2026
- Government of Malta / legislation.mt, Duty on Documents and Transfers Rules (S.L. 364.06), rules 3 and 10. · checked 26 Oct 2026
- MaltaToday (law report), EUR23,293 deposit ruled refundable, not forfeited 'kappara'. · checked 26 Oct 2026
- Ganado Advocates (Neil Bezzina), Promises of Sale and implications on non-adherence to obligations therein. · checked 26 Oct 2026
- Housing Authority, Launch of a Public Consultation on the Buyers' Charter. · checked 26 Oct 2026
General information, not legal, tax or financial advice. Ask your notary, advocate or perit about your own purchase. Provenance: drafted with an AI model (Claude, Anthropic) from the sources listed, and edited for this site.