Lawyer when buying property abroad: how to check the title deed and SPA contract?

Buying real estate abroad transfers the investor's risk into a foreign legal system. The price, visualization, and payment plan may be understandable, but the title deed, permits, and refund conditions may not be. A local lawyer is supposed to translate documents into decisions: which risk can be removed, which can be priced, and which requires halting the transaction. Their work begins before the reservation, when the buyer still has the opportunity to negotiate.

A meeting at a notary's public office or the assurance that the SPA is "standard" is not enough. The notary's role depends on the country, but as a rule, it does not include representing the economic interest of either party. In off-plan projects, one must additionally link the project license, land rights, payment account, and construction schedule. With an international transfer, KYC/AML procedures come into play, along with the risk that the bank will withhold funds due to inconsistent documents.

Below, we separate the responsibilities of the broker, lawyer, and tax advisor. We show the minimum scope of due diligence, how to read a legal report, and SPA clauses. We also compare control points in Dubai, Oman, Saudi Arabia, Spain, and Montenegro. This is a framework of questions for specialists specific to a given jurisdiction, not a universal legal opinion.

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Why a local lawyer when buying property abroad, and why is a notary not enough?

The role of the notary and the buyer's lawyer's mandate

In civil law systems, a notary examines the required form of the transaction, the identity and capacity of the parties, and the documents needed to draw up the deed. The scope of their duties differs between countries. However, the deed itself will not answer the investor's questions: whether the investment has the required permits, whether the contract shifts the cost of delays to the buyer, and whether the apartment can be rented out according to plan. In Spain, the notary uses information from the register before signing the deed, but it is worth commissioning the analysis of the buyer's entire position earlier.

An independent lawyer acts on the buyer's commission. They verify the seller's legal title and the chain of title, encumbrances, planning status, and restrictions concerning foreigners. Next, they translate the findings into changes in the reservation, preliminary agreement, and SPA. They should state not only that a document exists, but also what the consequence of its absence is, when a risk can be removed, and who will bear the cost of failure.

Independence has practical significance. A lawyer indicated and paid for by the seller may know the project, but they may also have a conflict of interest. British guidance on buying property abroad recommends checking the local qualifications, independence, and professional insurance of the representative. It is worth requesting a written scope of work and information on whether the law firm has provided services to the developer or broker.

Sequence of actions before signing

1. Define the scope of work in writing: title deed, encumbrances, right to sell, permits, local plan, and draft contract.
2. Provide the lawyer with the full offer, reservation, SPA, technical attachments, and payment plan before visiting the notary.
3. Request a report with source documents, open questions, and a division of risks according to their impact on the transaction.
4. Price the cost of removing defects, delays, or rental restrictions. Transfer this result to the negotiation of price and terms.
5. Introduce suspensive conditions, document delivery deadlines, and refund rules into the contract if conditions are not met.
6. Sign documents and release funds only after an independent lawyer confirms that the conditions have been met.

Capital protection depends on the sequence. If the investor first pays a non-refundable fee and only then commissions an audit, they present the lawyer with a fait accompli. The refund condition must be written into a signed document and be enforceable under local law. The broker's oral assurance alone does not create such protection.

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Who is responsible for what: broker, lawyer, investment and tax advisor?

Division of responsibilities without a conflict of interest

The broker selects offers, gathers documents, and conducts commercial negotiations. The developer sells the product and is responsible for fulfilling their own obligations. The investment advisor compares rental assumptions, ROI, liquidity, and the exit scenario. The local lawyer assesses the possibility of effectively acquiring the right, the seller's title, and the effects of the contract. The tax advisor determines the effects of the purchase structure and future cash flows for the investor. Service names may overlap, which is why a written scope of responsibility matters.

A broker's opinion that "the contract is safe" does not replace a legal audit. The intermediary's commission may depend on closing the sale. Their task is to provide documents and the developer's answers, not to decide whether the lack of a permit or a mortgage is acceptable. Similarly, a lawyer should not pretend to assess rental demand based solely on SPA clauses. Each specialist must sign off on their own conclusions.

In a cross-border transaction, local acquisition costs and Polish tax consequences must be analyzed together. The local lawyer determines taxes and fees related to acquisition, registration, rental, and sale under local law. The Polish tax advisor assesses residency, the double taxation treaty, rental settlements, and the sense of buying as an individual or an SPV company. The answer depends on the specific investor and property; it cannot be copied from a developer's brochure.

In parallel, prepare proof of the origin of funds, beneficial owner data, and a consistent set of party names in the SPA, invoice, and transfer instructions. KYC/AML procedures can halt a transaction even with a correct title deed. The recipient's account should be confirmed through an independent channel, especially after a last-minute change of bank details.

How to coordinate work before payment

1. Determine who is responsible for the offer, legal audit, investment assessment, taxes, and technical inspection; record this in the commissions.
2. Provide the tax advisor with ownership variants and planned sources of income before choosing the buyer in the SPA.
3. Ask the broker for source documents and written answers from the seller, without replacing a legal opinion with them.
4. Provide the local lawyer with tax findings and bank requirements regarding KYC/AML and the settlement currency.
5. Enter the buying entity, deadlines, currency, account, and documents conditioning the payment into the contract.
6. Sign only after reconciling conflicting assumptions between the lawyers, tax advisor, and bank.

The process coordinator can monitor deadlines and document completeness. However, they do not assume the professional liability of the lawyer or tax advisor. A good model requires a single list of open issues, an owner for every decision, and written confirmation that pre-payment conditions have been closed.

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What should a lawyer check before a deposit or signing a reservation?

Minimum scope of property due diligence

The first test is the asset's identity. The plot, unit, and project number in the offer must match the register, plan, and contract. Next, the lawyer examines the seller's title, chain of title, powers of attorney, mortgages, easements, seizures, and third-party claims. In the case of a selling company, they check representation and required corporate approvals. A copy of the Title Deed alone, without an up-to-date excerpt and a comparison of the parties' data, does not close the audit.

On the primary market, land rights, the developer's license, permission for off-plan sales, building permits, an approved unit description, and the payment account document come into play. Buyer protection does not take an identical escrow form in every country. The lawyer must indicate the regime appropriate for the project and check whether the account number from the payment instructions complies with the project documentation. In Dubai, the authority describes the registration of the project in Oqood along with the opening of an escrow account for off-plan sales.

The power of attorney requires a separate audit. The scope of authorization should indicate the property, permissible activities, financial limits, and time limit. The form, translation, apostille, or legalization depend on the country and the institution that will accept the document. Combining the right to sign the SPA with the right to freely dispose of the investor's money is particularly risky.

A legal audit does not replace a structural inspection, surface measurement, or installation check. The RICS standard for technical due diligence of commercial property shows why the scope of a technical inspection must be defined separately. In apartments, it is also worth commissioning an independent handover or review if the physical condition can change the cost and schedule of the investment.

Six checks before transferring money

1. Commission an audit covering the land, unit, seller, project, permits, and payment account.
2. Obtain up-to-date register excerpts, administrative decisions, project agreements, and confirmation of the right to sell.
3. Compare the owner, area, unit number, and encumbrances across all documents.
4. Identify the mortgage or title defect as well as the document, deadline, and entity responsible for its removal.
5. Negotiate a refund of the payment if a legal condition is not met; the refund method must work according to the local contract.
6. Confirm the recipient's account with the law firm and bank before the transfer; keep transaction documents.

There is no universal clause guaranteeing a "100% deposit" refund. In some systems, a deposit has its own statutory consequences, while a reservation fee has others. Therefore, the lawyer should name the payment in accordance with local law, specify the refund conditions, deadline, currency, and the path of claim enforcement.

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How to read a legal report and assess its quality?

Documents, risks, and limits of liability

A legal report should allow the investor to make a decision. At the beginning, the scope of work is needed: which registers, documents, people, and periods were checked, and as of what date the opinion was issued. Next, findings regarding the title, encumbrances, permits, the foreigner's right to acquire, and the contract itself should appear. Each key conclusion requires a reference to a source document, date, number, or response from the relevant authority.

A risk table is good practice. A critical risk makes the purchase impossible without changing the legal status, e.g., the seller has no right of disposal. A moderate risk can be mitigated by a condition, document, or price correction. A formal defect requires completion, but does not always change the sense of the investment. Each row should include: the possible consequence, probable remediation path, responsible party, deadline, and impact on payments. A "low risk" assessment alone without such justification is of little use.

Check the liability disclaimer section. The law firm may justifiably exclude the assessment of the structural condition, installation quality, or future rental profitability. However, they should not hide in the fine print that they did not verify the register, local plan, or the seller's powers, if the commission included these elements. If the audit has a limited scope, the report must name the gaps and indicate what needs to be commissioned from a surveyor, engineer, appraiser, or tax advisor.

An email with a single sentence "the documents are standard," without a list of documents, signatures, and questions for the seller, is concerning. So is the lack of information on the beneficial owner of the selling company, an outdated excerpt, or a discrepancy in the unit number. The investor should receive a version of the report that can be handed over to the negotiation team and linked to specific amendments in the SPA.

How to use the report in negotiations

1. Establish the format of the written report, the scope of sources, the validity date, and the person responsible for the opinion in the commission.
2. Provide the law firm with questions about the risk of delays, refunds, rental possibilities, assignment, and maintenance costs.
3. Ask for references to the relevant documents and regulations, and clear marking of unverified issues.
4. Assign a cost, removal deadline, and proposed SPA clause or suspensive condition to each risk.
5. Send open questions to the seller; answers and new documents should be added to the report's annex.
6. Approve the report only after closing material issues or consciously accepting them in the price and contract.

The report should not be an archival attachment. It is a map of contractual changes and a list of conditions before the transfer. If there is a long period between reservation and the deed, ask for an update of key excerpts. A change in the mortgage, project status, or owner after the opinion is issued can change the earlier conclusion.

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When does the SPA contract require direct lawyer intervention?

Clauses that determine capital exposure

The Sales and Purchase Agreement (SPA) determines more than just the price. It establishes the subject of sale, installment schedules, unit standards, handover, delays, withdrawal, assignment, and dispute resolution paths. The developer's standard template may impose high penalties for the buyer's delay while allowing a long postponement of the completion date without comparable consequences. The lawyer should contrast both sides of these risks and indicate the economic effect of the clauses.

Unilateral changes in area and standard, a broad definition of force majeure, an unclear completion date, conditions for issuing a completion certificate, and the technical handover procedure (snagging) require the most attention. Also significant are: the right to refuse handover in the event of major defects, the repair period, the rules for settling Service Charges, and the possibility of transferring rights from the contract before handover. Each of these points affects liquidity and the ability to exit the investment.

In off-plan projects, the content of the SPA must be compared with the project license and payment account. In Dubai, the regulations and services of the Dubai Land Department link project registration with an escrow account. In Saudi Arabia, REGA indicates licensing requirements and an escrow account agreement with a bank for Wafi projects. In Oman, current project documents and the applicable legal regime must be checked—do not automatically transfer rules from Dubai. A broader comparison of mechanisms is presented in the article on escrow accounts in the GCC.

A lawyer does not replace price negotiations or the assessment of the rate of return. However, they can calculate the legal consequence of a scenario: what will happen to payments if construction is delayed by a year, a permit expires, or the buyer wants to make an assignment. A redline, i.e., an SPA version with introduced changes, should show the specific text of the proposed clause, not just a "to be corrected" note.

Redline procedure before signing

1. Establish priorities: payment account, completion date, unit definition, handover, defects, refunds, and assignment rights.
2. Provide the lawyer with the SPA, all attachments, the payment plan, and materials that are intended to have contractual force.
3. Request a redline and a brief description of the effect of each clause, even if the developer refuses to change it.
4. Calculate capital exposure in the scenario of a delay, a dispute over square footage, and withdrawal.
5. Exchange comments directly between the buyer's law firm and the seller's legal department; keep the version history.
6. Sign only text compliant with the agreed version, and recheck the account and conditions before the transfer.

Not every condition can be negotiated. If the developer refuses to change a material clause, the decision should be conscious: accept the priced risk, change the offer, or halt the purchase. The seller's mere statement that a provision is "never used" does not replace a contract amendment.

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Dubai, Oman, Saudi Arabia, Spain, and Montenegro – why is the procedure different?

Five jurisdictions, five sets of documents

The applicable law results from the location of the property and the structure of the acquired right. A Polish reservation template, the name "ownership" in a brochure, or a single English-language SPA are not enough to compare markets. The local lawyer must have qualifications and practice in the appropriate jurisdiction. When purchasing through a company, an audit of its acquisition capacity, representation, and registration is added. Rental and subsequent resale issues must be checked at the asset selection stage.

Dubai: for off-plan, one checks the registration of the project in Oqood, the developer's license, unit data, and the escrow account assigned to the project. The Dubai Land Department describes this path as part of project registration. One must distinguish between the project's status and the agent's assurance that the developer themselves operates on the market. The lawyer should compare the project name, plot number, party to the contract, and the account in the payment instructions.

Oman: Integrated Tourism Complexes (ITCs) are an important basis for property acquisition by foreigners, but they should not be presented as the only possible path for every type of project. The ITC Act permits specific forms of ownership for Omanis and foreigners in licensed complexes; other bases and restrictions require separate verification. The lawyer should receive a Mulkia or title equivalent, project status documents, the right to sell the phase, and buyer registration rules. Details are shown in the legal guide to Oman.

Saudi Arabia: a new property ownership system for persons from outside the Kingdom has been in effect since January 22, 2026. REGA points to the Saudi Properties portal and separate paths for residents, non-residents, and entities. The right to acquire depends on the buyer's category, area, and conditions provided for by law. For off-plan, the Wafi license and project account document are checked separately. Ejar is used for rental matters, so it should not be treated as a title deed register.

Spain: before the contrato de arras, the lawyer should download an up-to-date Nota Simple from the Registro de la Propiedad and compare it with the seller's title, cadastral data, and the condition of the apartment. The Nota Simple shows, among other things, the owner and registered encumbrances, but it is for informational purposes. Permits, usage and rental rules, and taxes dependent on the type of transaction and autonomous community must also be checked. When buying from a developer, separate checks of payment guarantees are necessary.

Montenegro: the basis is the current List of Immovable Properties (List nepokretnosti) from the cadaster. The lawyer compares the plot and unit data, owner, shares, mortgages, and notices of disputes. Next, they examine the legality of the building, permits, road access, and planning restrictions. One cannot assume that every building has a legalization defect; the status of the specific property must be checked. The Montenegrin ministry describes the registration of buildings without permits as a stage of the legalization procedure. A practical read is the cadaster guide.

Common sequence, local evidence

1. Commission the lawyer to indicate the applicable law and documents required for the type of property and buyer.
2. Obtain the current register, basis of the right to sell, permits, and project documents.
3. Verify the title, encumbrances, foreigner restrictions, unit status, and the right to planned use.
4. Price taxes, fees, Service Charges, legalization costs, and the effects of delays.
5. Transfer findings to the SPA, payment terms, and the right registration schedule.
6. Sign and pay only after confirming the fulfillment of conditions specific to the given jurisdiction.

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What red flags disqualify legal service and how to coordinate the purchase?

Signals requiring explanation or payment suspension

The first red flag concerns independence. A law firm chosen by the seller may serve both parties only if local professional rules allow it and the conflict of interest is disclosed and properly resolved. The buyer should independently commission a legal check, verify qualifications in the local professional register, and check professional liability insurance, if applicable to this profession and market. A lack of a clear answer to the question of who the law firm's client is requires changing the representative.

The second group of signals concerns documentation. Refusal to provide a written report, lack of an up-to-date register excerpt, failure to provide a permit, or an SPA without attachments make risk assessment impossible. A lawyer can conduct a concise audit, but must show sources and gaps. A contract in two languages requires checking which version takes precedence in a dispute. If the investor does not know the governing language, they should obtain an independent translation of the document before signing.

The third group concerns money. A request to pay into the broker's private account, a regular company account inconsistent with project documents, or a new account number sent solely by email requires an immediate halt to the transfer. An identical escrow model is not used in every jurisdiction, but in every case there must be a clear basis for payment, beneficiary consistency with the contract, and a confirmed fund protection mechanism. A change in transfer instructions should undergo re-verification by legal and banking authorities.

The fourth flag is time pressure. The seller may set a deadline for an offer, but cannot replace documents with the argument that "the apartment will disappear today." If obtaining an excerpt or opinion takes longer than the reservation, one must agree to a conditional reservation with an unambiguous refund or resign. A delayed audit will not fix the loss of negotiating position after payment.

Coordination model without blurring responsibilities

1. Check the law firm's independence, local qualifications, scope of work, policy, and conflict of interest declaration.
2. Establish a single list of documents and deadlines for answers from the seller, bank, engineer, and tax advisor.
3. Request a legal report, tax analysis, and technical assessment in their proper scopes.
4. Link each red flag to a decision: defect removal, price reduction, condition in the SPA, or withdrawal.
5. Withhold payment until the account beneficiary, refund conditions, and KYC/AML completeness are confirmed.
6. Finalize the transaction after the written closure of material issues by persons responsible for the given area.

PlanoGroup can coordinate the flow of documents and the work of local partners. Over 17 years of experience helps in organizing the process, but does not replace the independent opinion of a lawyer, tax advisor, or technical inspection. It is worth determining from the start who issues the recommendation, who approves it, and on what basis.

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Support when buying real estate abroad

If you are considering a purchase in Oman, Dubai, Saudi Arabia, or Montenegro, start with a list of documents for a specific property and questions for an independent lawyer. The PlanoGroup team can help coordinate contact with the developer, local law firm, tax advisor, and technical inspection specialist. The goal is a decision based on the title deed, SPA content, payment rules, and actual costs. In the case of Oman, the starting point can be the page of the Polish real estate agency in Oman.

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FAQ

Is the developer's lawyer enough for the buyer?

It is not worth assuming so. The developer's lawyer prepares documents and protects their client's interest. The buyer needs their own assessment of the title, encumbrances, deadlines, and payment refund rules. Even when both parties use the same SPA template, the interpretation of risk can vary. First, check who formally commissioned and pays for the law firm's work and whether they can act independently.

Can a broker replace a lawyer?

A broker can gather documents, explain the sales model, and conduct commercial negotiations. They should not issue opinions to the buyer on the effectiveness of the title or the local effects of SPA clauses if they lack the qualifications and commission to do so. Ask the intermediary for source documents and entrust their assessment to a lawyer acting for you.

What should be included in a legal report?

At least the scope of the audit, a list of sources with dates, an analysis of the owner and their right to sell, encumbrances, permits, restrictions on acquisition by a foreigner, an SPA assessment, and a risk table with corrective actions. The report should indicate what the law firm did not examine and which issues require a surveyor, engineer, or tax advisor. The most important thing is the link between the finding and the condition of signing or payment.

When to choose a lawyer?

Before signing a reservation or a document creating an obligation to pay. At that time, you can still negotiate the scope of the audit, refund conditions, and time for documents. If the fee is to be charged immediately, the lawyer should first assess the reservation itself and the recipient's account. A full audit must end before the binding SPA or acquisition deed.

Can one lawyer handle multiple countries?

A single law firm can coordinate multi-country transactions, but it needs people with appropriate qualifications and local practice in each country. Ownership, registers, taxes, powers of attorney, and disputes are subject to different rules. Ask for the name of the person responsible for the opinion in a given jurisdiction, their scope, and the rules of cooperation with the Polish tax advisor.