You Might Be Thinking…

“Isn’t this the same as pre-emption right?”
Not quite. A pre-emption right means the seller must first offer the item to you if selling to a third party. Repurchasemeans that the buyer is obliged to sell the item back to you if you request it.

Clients Often Ask Me…

• How is repurchase arranged and what are its requirements?

• How long can it be agreed for?

• What’s the difference between repurchase and resale?

• What if the item depreciates or is damaged in the meantime?

• Does repurchase need to be registered in the Land Register?

Repurchase in a Nutshell

• Essence (§ 2135–2137 Civil Code): the buyer undertakes to return and resell the item, the seller returns the purchase price.

• Time limit: 3 years for movable items, 10 years for real estate (unless agreed otherwise).

• Condition of the item: must be returned in an unimpaired state, otherwise the buyer compensates for damage.

• Buyer’s expenses: entitled to reimbursement for improvements or extraordinary preservation costs.

• Form: written contract, for real estate registration in the Land Register.

Risks and Common Mistakes

• Missing time limit – without it, courts will not enforce the right.

• Unclear condition terms – disputes over whether the item was “unimpaired.”

• No Land Register entry – ineffective against third parties.

• Confusing repurchase with resale – the difference lies in who exercises the right.

How to Arrange Repurchase Step by Step

1. Draft a written contract – clearly specify the subject and conditions.

2. Agree on the time limit – 3/10 years depending on the type of property.

3. Set rules for the item’s condition – define what counts as “unimpaired.”

4. Register in the Land Register for real estate – otherwise ineffective against third parties.

5. Address costs – who pays for improvements and how they are settled.

Lawyer’s Recommendation

• Always insist on a clear time limit – without it, the right lapses.

• If you are the buyer, secure your right to reimbursement of expenses and investments.

• For real estate, never forget Land Register registration.

• Ensure the repurchase clause is precise – vague wording will not be upheld by the court.

Checklist for a Valid Repurchase Agreement

✔ written contract
✔ clear time limit
✔ item condition requirements
✔ reimbursement of buyer’s expenses
✔ Land Register entry (for real estate)

FAQ

What’s the difference between repurchase and resale?
Repurchase is the seller’s right to reclaim the item. Resale is the buyer’s right to sell it back.

How long can repurchase be agreed for?
3 years for movables, 10 years for real estate.

Does repurchase need to be registered in the Land Register?
Yes, for real estate it is essential for effectiveness against third parties.

What if the item has depreciated?
The buyer must return it in an unimpaired state or compensate for the damage.