Buying a new-build flat in Paris, Lyon or Bordeaux from abroad almost always means signing a vente en l’état futur d’achèvement (sale in future state of completion), universally known by its acronym VEFA. The mechanism seduces foreign buyers for good reasons: a brand-new property, staged payments spread over the construction period, reduced registration duties on new buildings, and modern energy standards that older Parisian stock rarely offers. Yet the VEFA is also one of the most technical contracts in French private law. The buyer pays for something that does not yet exist, to a developer who keeps full control of the building site until the works are received, and the remedies for delay or defects obey strict time limits that have trapped even well-advised purchasers.
This guide explains, for a non-French buyer, how the VEFA works in practice: what you sign and when money actually leaves your account, what happens when delivery slips, and how French courts treat defects discovered after handover. It draws on the Civil Code provisions in force and on three recent rulings of the Third Civil Chamber of the Cour de cassation (France’s supreme court for civil matters) that every off-plan buyer should understand before signing. Tax aspects are flagged where unavoidable, but this article is not tax advice: a cross-border purchase always deserves individual guidance.
I. The VEFA contract: what a foreign buyer actually signs
A. The reservation, the staged payments and the authentic deed
The VEFA is defined by Article 1601-3 of the Civil Code as a contract with an unusual property transfer mechanism: « La vente en l’état futur d’achèvement est le contrat par lequel le vendeur transfère immédiatement à l’acquéreur ses droits sur le sol ainsi que la propriété des constructions existantes. » In plain English, this means that from the day of the sale, the buyer immediately owns the share of the land and whatever has already been built, and each new stage of construction becomes the buyer’s property as it is completed, while the price is paid progressively as the works advance. That progressive ownership is the legal justification for the staged payment schedule that surprises many foreign buyers used to paying the full price on completion.
A second structural feature follows directly from Article 1601-3: « Le vendeur conserve les pouvoirs de maître de l’ouvrage jusqu’à la réception des travaux. » In English, the developer keeps the powers of the project owner until formal acceptance of the works. Concretely, the buyer cannot give instructions to the builders, cannot enter the site at will, and cannot have defects fixed by another contractor at the developer’s expense during construction. Until the réception des travaux (formal acceptance of the works), the developer alone deals with the architects and contractors. For a buyer sitting in London, New York or Singapore, this means accepting a long period — often eighteen to thirty months — during which large sums are paid over without any direct control over the works. The protection comes not from control but from the mandatory financial framework described below.
In practice, the purchase unfolds in three steps. First comes the contrat de réservation (preliminary reservation agreement), governed by Article L. 261-15 of the Construction and Housing Code. Under this contract, in exchange for a security deposit paid into a special account, the developer undertakes to reserve a specific unit for the buyer, and the contract must state the essential information on the building’s composition, construction quality, works schedule, and the situation and price of the reserved unit. The deposited funds are unavailable, unassignable and unseizable until the sale contract is signed, and they must be refunded within three months if the sale is not concluded. Foreign buyers should read the reservation carefully: the unit description, the price, the delivery deadline and the conditions for refund of the deposit are all fixed at this stage, and the authentic deed signed later will largely repeat them. A reservation signed during a flying visit, without checking the delivery date and the penalty provisions, is the most common source of regret.
The second step is the VEFA sale itself, which must be executed as an authentic instrument before a notaire (public officer who authenticates the deed and handles registration). Buyers who cannot attend can sign through a power of attorney, but the power should be prepared early, with a sworn translation where the buyer does not read French, since the deed alone creates the buyer’s obligations. If the purchase depends on a mortgage — and many non-resident buyers finance through a French bank or a bank in their home country — the sale should be concluded under a condition suspensive (condition precedent) of obtaining the loan. This protection has teeth: the payment schedule cannot start before the condition is fulfilled, because the regulation provides that where the sale is concluded under a condition precedent, no payment or deposit may be made before that condition is met.
The third feature, and the one that most directly protects the buyer’s cash, is the strictly capped payment schedule. The regulation sets maximum cumulative calls for funds: 35 percent of the price when the foundations are completed, 70 percent when the building is made watertight (mise hors d’eau), and 95 percent when the building is completed, with the balance payable only when the unit is placed at the buyer’s disposal. The full rule, in force and verifiable on Légifrance, states that payments or deposits may not exceed 35 percent at foundation stage, 70 percent at watertight stage and 95 percent at completion, with the balance due on handover. Any demand exceeding these ceilings at a given stage is unlawful, and a buyer pressured to pay ahead of schedule should refuse in writing and notify the notaire. Where the buyer disputes conformity at handover, the balance may be consigned — deposited with a third party — instead of being paid to the developer, which preserves leverage without placing the buyer in breach. For a foreign buyer, the practical discipline is simple: never pay beyond the certified stage, always require the stage certificate (attestation d’avancement), and keep every payment traceable by bank transfer from an identified account, which also matters for future capital-gains computations.
Two cross-border warnings belong here. First, exchange-rate movements between the reservation and the final payments can change the real cost of the purchase by several percent; some buyers secure forward cover with their bank for the scheduled calls for funds. Second, co-buying through a société civile immobilière (family property company) or buying in joint names has succession and financing consequences that differ sharply from common-law expectations, and the choice of ownership structure should be settled before the authentic deed, not after. These points are flagged, not developed: the financing and structuring of a French purchase by non-residents deserve dedicated advice.
B. Late delivery: penalties, pressure points and walking away
Delivery delay is the most frequent VEFA dispute and the one that hurts non-resident buyers most: rent paid at home or in France runs on, furniture storage accumulates, and a planned move or rental season is lost. The contract must state a delivery deadline, often expressed as a quarter or semester with a tolerance margin. When that date passes without handover, the buyer’s response should follow a clear escalation, and each step should be documented in writing, ideally by email backed with formal notice.
The first lever is the contractual late-delivery penalty, usually drafted as a clause pénale (agreed penalty clause) expressed in euros per day of delay. French law enforces such clauses under Article 1231-5: where the contract stipulates that the party who fails to perform will pay a fixed sum as damages, the creditor may not be awarded a higher or lower amount. In English, the agreed figure binds both sides — the buyer cannot claim more than the clause for the delay it covers, but the developer cannot argue the real loss was smaller. The judge may, even of his own motion, reduce or increase the penalty if it is manifestly excessive or derisory, and may reduce it proportionally where the obligation has been partly performed. For the buyer, the lesson is to negotiate the daily amount before signing the reservation, not after the delay occurs, and to check whether the clause excludes indirect losses such as substitute accommodation, which may then have to be claimed separately on proof.
The second step is formal notice. Before claiming penalties or damages, the buyer should serve a mise en demeure (formal demand to perform) on the developer, setting a reasonable final deadline. This is not mere etiquette: it fixes the starting point of certain claims, demonstrates good faith, and is often a contractual precondition to penalty accrual. From abroad, this is done through a French lawyer by registered letter with acknowledgment of receipt or by bailiff’s writ (commissaire de justice), which carries stronger evidential weight. Every exchange should be kept, because delay litigation turns on dates: the contractual deadline, the date of actual availability, and the date each formality was completed.
Where delay becomes grave — typically many months with no credible completion date — the buyer may seek to unwind the purchase altogether. Under Article 1224, termination may result from a termination clause, or, where the breach is sufficiently serious, from a notification by the creditor to the debtor or from a court decision. In English, a buyer facing a seriously delayed or abandoned programme can terminate by notice or ask the court to order termination, recovering the sums paid plus damages for the losses suffered. Termination is a heavy weapon: it must be proportionate to the gravity of the delay, and a court will examine whether the buyer contributed to the situation or refused reasonable solutions. It should never be declared lightly or by simply stopping payments, which would place the buyer in breach. The safer course is a lawyer’s notice offering the developer a last chance to deliver, failing which termination is declared, followed if necessary by court proceedings for restitution and damages.
Foreign buyers have two additional pressure points worth knowing. First, the developer’s completion guarantee (garantie financière d’achèvement), which backs the programme, means that insolvency of the developer does not necessarily mean loss of the payments: the guarantor, usually a bank or insurer, must finance completion or refund. Buyers should identify the guarantor in their file from day one. Second, where the unit was bought as a rental investment with a management commitment or a furnished-rental tax scheme, the delay may also breach the profitability assumptions of the investment, and those downstream losses must be quantified early with documentary evidence — reservation documents showing the promised yield, loan schedules, and proof of substitute costs. Courts compensate proven losses, not disappointment, and a file built from the first month of delay is worth far more than a reconstruction two years later. Buyers who need hands-on assistance with a delayed programme can turn to the firm’s bilingual conveyancing and disputes practice at Paris real estate lawyers for international clients, which handles delivery disputes from formal notice through to trial.
II. Defects after handover: the one-year guillotine and the ten-year shield
Handover day — the livraison (delivery of the unit to the buyer) with its walkthrough report, the procès-verbal de livraison — sets the clock running on two very different legal regimes. Defects visible at handover obey a short, unforgiving one-year deadline. Serious hidden defects engage a ten-year guarantee that recent case law has made more buyer-friendly than many developers admit. Confusing the two, or assuming that general contract law offers a fallback, is the costliest mistake an off-plan buyer can make, as the rulings below demonstrate.
A. Apparent defects: the one-year deadline that extinguishes everything
French law subjects defects and non-conformities that were apparent at handover to the exclusive special regime of Article 1642-1: « Le vendeur d’un immeuble à construire ne peut être déchargé, ni avant la réception des travaux, ni avant l’expiration d’un délai d’un mois après la prise de possession par l’acquéreur, des vices de construction ou des défauts de conformité alors apparents. » In English, the developer remains answerable for visible construction defects and departures from the contract until the works are received and for one month after the buyer takes possession. The counterpart of this protection is the strict time limit of Article 1648: « Dans le cas prévu par l’article 1642-1 , l’action doit être introduite, à peine de forclusion, dans l’année qui suit la date à laquelle le vendeur peut être déchargé des vices ou des défauts de conformité apparents. » In English, the claim for apparent defects must be brought within one year of the date the developer could be discharged, failing which it is foreclosed — a forclusion (loss of the right to sue through expiry) that the court raises even if the developer’s lawyer forgets to invoke it.
The severity of this guillotine was confirmed by the Third Civil Chamber on 13 February 2025 (Cass. 3rd civ., 13 Feb. 2025, no. 23-15.846). Buyers of an off-plan flat and two parking spaces, delivered in January 2017, complained of defects and non-conformities, obtained a court-ordered expert report in April 2018, but sued for compensation only afterwards — more than a year after the expert was appointed. To escape foreclosure, they reframed their claim as an ordinary contractual liability action based on the developer’s alleged failure to inform them that one outdoor parking space had been shrunk during construction. The Court of Cassation rejected the attempt: « Elle en a exactement déduit que, l’action en indemnisation des acquéreurs relevant de la garantie prévue à l’article 1642-1 code civil, exclusive de l’application de la responsabilité contractuelle de droit commun, elle était irrecevable pour forclusion, pour avoir été engagée plus d’un an après l’ordonnance désignant l’expert judiciaire. » In English, the court held that compensation for an apparent non-conformity falls exclusively under the special guarantee of Article 1642-1, to the exclusion of ordinary contract liability, so the action brought more than a year after the order appointing the judicial expert was inadmissible. The message for foreign buyers is blunt: once the one-year period expires, no clever requalification of the claim — failure to inform, breach of advice, concealed modification — will reopen the door for a defect that was visible at handover.
A second ruling closes another escape route based on the age of the contract. On 23 May 2024 (Cass. 3rd civ., 23 May 2024, no. 22-24.191), the Court recalled that « Les effets légaux d’un contrat sont régis par la loi en vigueur au moment où ils se produisent. » In English, the legal effects of a contract are governed by the law in force when they occur. Applied to VEFA, the amended Article 1642-1 resulting from the Act of 25 March 2009 covers apparent defects in buildings sold off-plan wherever handover occurred after the Act’s entry into force on 28 March 2009. Practically, buyers of older new-builds cannot invoke the pre-2009 version of the text to escape the current regime, and developers cannot invoke it either.
The operational consequences are concrete. First, the handover walkthrough must be treated as a legal act, not a formality: every visible defect, unfinished finish, wrong dimension and missing fitting should be written into the procès-verbal de livraison (handover report) as a reservation, with photographs. A parking space narrower than promised, as in the 2025 case, must be recorded on the day, not discovered in the expert report a year later. Second, the one-year period runs fast, and obtaining an expert report does not stop it: the buyers in the 2025 case had their expertise ordered in time but sued too late. The lawsuit itself — or a court summons interrupting the time limit — must be filed within the year. From abroad, this requires instructing counsel early, since gathering evidence, translating documents and funding proceedings takes longer across borders. Third, where several buyers in the same development share the same defects, the syndicat des copropriétaires (co-owners’ association) may act for common areas, but private parts remain each owner’s responsibility: do not assume the building’s collective action covers your flat.
B. Hidden structural defects: the ten-year action assessed at reception, not at handover
Alongside the one-year regime for apparent defects, the off-plan buyer benefits from the heavy guarantees of construction law. Under Article 1646-1 of the Civil Code, the developer of a building to be constructed is bound, from acceptance of the works, by the same obligations as architects, contractors and other parties tied to the project owner, under Articles 1792 to 1792-3 — in other words, the ten-year structural guarantee (garantie décennale) and the two-year equipment guarantee (garantie biennale) pass through to the buyer and to successive owners. The cornerstone is Article 1792: « Tout constructeur d’un ouvrage est responsable de plein droit, envers le maître ou l’acquéreur de l’ouvrage, des dommages, même résultant d’un vice du sol, qui compromettent la solidité de l’ouvrage ou qui, l’affectant dans l’un de ses éléments constitutifs ou l’un de ses éléments d’équipement, le rendent impropre à sa destination. » In English, every builder is strictly liable to the project owner or the purchaser for damage, even caused by ground conditions, that threatens the building’s structural soundness or makes it unfit for its purpose. No proof of fault is required; only an external cause exonerates the builder.
The decisive question for VEFA buyers is: on which date is a defect judged apparent or hidden? Developers routinely argue that anything visible when the buyer took possession — a malfunctioning entrance gate, chipped tiling, paint finishes, undersized garages — was apparent and therefore subject to the one-year guillotine. On 14 January 2021 (Cass. 3rd civ., 14 Jan. 2021, no. 19-21.130), the Court of Cassation gave the authoritative answer: « Lorsqu’il agit en réparation contre le vendeur en l’état futur d’achèvement sur le fondement des articles 1646-1 et 1792 et suivants du code civil, le caractère apparent du désordre s’apprécie en la personne du maître de l’ouvrage et au jour de la réception. » In English, when the buyer sues the off-plan developer under the construction guarantees, whether a defect is apparent is assessed from the standpoint of the project owner — that is, the developer itself — and as of the date of formal acceptance of the works. It does not matter that the defect was visible to the buyer months later at handover.
This distinction changes everything in practice, and the Court spelled out why: the buyer enjoys the concurrence — the overlapping availability — of the ten-year action and the action for apparent defects. A defect that the developer, as project owner, could not have seen at acceptance remains legally hidden even if the buyer spotted it at handover, so the ten-year guarantee stays open. Conversely, only defects genuinely apparent to a professional project owner at acceptance fall into the one-year channel. In the 2021 case, the court of appeal had thrown out the co-owners’ ten-year claims for the entrance gate, smoke vents, paintwork, gutters, narrow garages, water-treatment plant and water runoff on the ground that they were visible at delivery; the Court of Cassation quashed that reasoning precisely because visibility at delivery is legally irrelevant to the ten-year action.
For the foreign buyer, the playbook has three lines. First, keep the two clocks separate: apparent finish defects go through reservations at handover and a lawsuit within one year; structural or fitness-for-purpose disorders — cracking, water ingress, failing common equipment, drainage defects — go through the ten-year guarantee running from acceptance of the works, and through the developer’s compulsory assurance dommages-ouvrage (pre-funded construction-damage insurance) where one was taken out. Second, commission an independent technical survey at handover and again at the end of the first year: a surveyor distinguishes finish issues from symptoms of structural disorders, and his report dates the knowledge of each defect. Third, never accept a developer’s letter stating that a disorder is out of time without advice — the 2021 ruling shows that such letters frequently confuse handover visibility with acceptance visibility, to the buyer’s detriment. Where the developer disputes the classification, an early court-ordered expertise preserves evidence before repairs alter the scene.
Conclusion
The VEFA offers foreign buyers a secure route into French new-build property, but only to those who respect its timetable. Cap your payments by the certified construction stages, turn the handover walkthrough into a rigorous written record, sue within one year for anything apparent, and reserve the ten-year construction guarantees for disorders that go to the soundness or fitness of the building. Behind each of these reflexes stands a verified rule: the staged-payment ceilings of the Construction and Housing Code, the exclusive one-year guarantee of Articles 1642-1 and 1648 of the Civil Code as applied on 13 February 2025, and the reception-date assessment of hidden defects confirmed on 14 January 2021. A buyer who files these four landmarks in the purchase file — reservation, stage certificates, handover report, counsel’s diary of deadlines — buys the new-build dream with its legal safety net attached. Given the sums at stake and the speed of the one-year guillotine, an early review of the reservation and the handover report by a French property lawyer is the cheapest insurance in the whole transaction. Readers comparing off-plan with existing stock may also consult the firm’s overview of buying and owning French property as a foreigner before deciding.
Need a quick opinion on your case
If you are buying off-plan in France and face a delayed delivery, a disputed handover or a defect the developer refuses to fix, you can obtain a telephone consultation within 48 hours with a lawyer of the firm. Call +33 6 46 60 58 22 or write via our contact page with your reservation contract, payment schedule and handover report.