Real estate

Assignment and transfer of contract: transfer of rights from purchase and sale

17 September 2026 / Regent Split

Summary

Assignment (assignment of claim) and transfer of contract are two legal mechanisms by which rights, and in the case of a contract transfer, also obligations, are transferred from one contractual relationship to a third party — and they are easily confused, although they are not the same. Assignment transfers a claim (right to demand), while a transfer of contract transfers the entire contractual position, with all rights and obligations. In real estate transactions, they most often occur when reselling rights from a purchase agreement before the deal is completed — typically with an apartment under construction that is "resold" to a new buyer before handover. Key questions are what exactly is transferred, whether the consent of the other party is required, and what the tax consequences are. In this guide, we break down the difference, conditions, and risks.

Key facts

Cession is the assignment of a claim — the transfer of the right to claim from one person to another.
The transfer of a contract transfers the entire contractual position, with rights and obligations.
The key difference is whether only the right or the entire contractual relationship is transferred.
In real estate, they most commonly occur during the resale of rights from a contract before the completion of the deal.
For the transfer of an entire contract, the consent of the other contracting party is a legal requirement.
The transfer carries tax and legal consequences that need to be checked in advance.

In real estate transactions, it's not always the properties themselves that are transferred — sometimes, contractual rights are transferred. A buyer who has concluded a sales contract or a preliminary contract but has not yet acquired the property (for example, because the apartment is still under construction) can transfer their contractual position to another person. This is where the legal concepts of assignment (cession) and transfer of contract come into play. Although they sound technical and foreign, they are very practical and increasingly common, especially when investing in properties under construction.

The problem is that these terms are often confused, but the difference between them is crucial. Assignment (cession) and transfer of contract do not transfer the same thing: one transfers a right (a claim), the other transfers the entire contractual relationship with both rights and obligations. For a buyer or investor encountering these, understanding this difference, as well as the conditions under which the transfer is valid, is paramount for business security. Both concepts are regulated by the Act on Obligatory Relations (Narodne novine, No. 35/05, 41/08, 125/11, 78/15, 29/18, 126/21, 114/22, 156/22 and 155/23). In this guide, we explain what assignment (cession) is, what a transfer of contract is, how they differ, when they are used, whether the consent of the other party is required, what risks they carry, and what their tax implications are.

Assignment (Cession) and Transfer of Contract: Two Mechanisms and a Key Difference

Assignment (cession) is a legal transaction by which a creditor (assignor) transfers their claim — the right to demand payment from a debtor — to a third party (assignee), who then becomes the new creditor and can enforce the claim. The subject of assignment is, therefore, a claim — a right, not a thing or the entire contract. It is crucial to understand its scope: assignment transfers a right (a claim), and typically, ancillary rights (e.g., mortgage, guarantee, interest) also pass with it, but not obligations that would arise for the assignor from a contractual relationship — these remain with the assignor, unless the arrangement is otherwise. It is also worth noting that the original contract can limit assignment: if the creditor and debtor have agreed on a prohibition of transferring the claim or made it conditional on consent (pactum de non cedendo), such an assignment has no effect on the debtor.

Transfer of contract is something different: by it, one contracting party transfers its entire contractual position — all rights and all obligations — to a third party, who thereby steps into its place in the contractual relationship. Unlike assignment, which transfers only a claim, a transfer of contract transfers the entire "package": the new participant takes over the contract in its entirety, and the previous party exits it. Thus, everything boils down to one distinction: assignment transfers a part (a right), while a transfer of contract transfers the whole (the contractual position with rights and obligations). This difference has direct consequences for consent — discussed below — so for any specific transaction, the first question is which of the two mechanisms is involved.

Professional Advice: First and foremost, clarify whether it is an assignment (transfer of a right) or a transfer of contract (transfer of the entire relationship) — this determines whether the consent of the other party is needed and whether you are also assuming obligations. Confusing these two concepts is the most common source of misunderstanding in such transactions.

When They Occur in Real Estate

In real estate transactions, the most common situation is the resale of rights from a sales contract or a preliminary contract before the deal is completed. A buyer who has concluded a contract but has not yet become the owner can transfer their position to another person. These mechanisms are particularly prevalent in investments in properties under construction, where time elapses between the conclusion of the contract and the completion of construction, and the investor may, in the meantime, wish to "exit" the deal by transferring their position to a new buyer.

The most specific example is worth discussing separately. When purchasing an apartment under construction, the buyer concludes a contract with the investor and often pays in installments during construction, acquiring the property only upon completion and handover. Since this contract entails not only a right (to the future property) but also an obligation (to pay the remaining installments), the transfer of their position is typically a transfer of contract, not an assignment — because both obligations and rights are transferred, not just the right. This is precisely why such a transfer usually requires the consent of the investor as the other contracting party, with a clear definition of what has been paid, what remains, and under what conditions.

Professional Advice: When taking over a contract for an apartment under construction, insist on the investor's consent and a clear overview of what has been paid, what remains, and under what conditions — you are assuming someone else's position in a long-term transaction, so ambiguities regarding payments and conditions can cost you dearly.

Is the Consent of the Other Party Required?

The question of consent is one of the most practically important, as it distinguishes between the two mechanisms and determines whether the transfer is valid. In the case of assignment, where only a claim is transferred, the debtor's consent for the transfer itself is generally not required, as their position does not change significantly — they still owe the same amount, just to a different party. However, the debtor is informed of the assignment so they know to whom to fulfill the obligation. There are also situations where the transfer of a claim is restricted or conditional on consent, and this should also be checked in the original contract.

In the case of a transfer of the entire contract, the situation is different: since both obligations are transferred and the person who must fulfill them to the other party changes, the consent of that other contracting party is a legal requirement. This is logical — the other party has an interest in knowing and agreeing to who will have obligations towards them. In the context of real estate, this means that the transfer of a sales contract generally requires the consent of the other party (e.g., the investor or seller), and a transfer without the necessary consent has no effect. Therefore, obtaining consent is one of the first steps to ensure the validity of the transaction.

Professional Advice: Before transfer, clarify whether the consent of the other party is needed and obtain it in writing if required — a transfer of the entire contract without the necessary consent has no effect, so this step determines whether the transaction will be valid at all.

Risks for All Involved Parties

These transactions carry risks that every involved party needs to understand. For the one assuming the position (the new buyer), the main risk is taking on a position whose content has not been fully clarified — unknown obligations, conditions, or burdens of the original contract, payment status, or the legal status of the property or project itself. Indeed, one takes on someone else's contractual position with all that it entails, so insufficient due diligence can mean assuming problems.

For the one transferring (the original buyer), the risk is that the transfer may not be validly executed (e.g., without the necessary consent) or that, in the case of assignment, they remain bound by obligations they thought they had transferred. It is also worth knowing that the transferor is liable to the transferee for the validity of the transferred contract, but does not guarantee that the other party will fulfill its obligations, unless specifically undertaken. For the other party (investor, seller), the risk is that the new party may not be able to fulfill the assumed obligations. Common to all parties is that risks arise from ambiguities and poor execution, and are reduced by thorough due diligence, clear contracting, and proper execution with consents where required.

Professional Advice: If you are taking over someone else's contractual position, check the original contract and the property itself as thoroughly as if you were entering the deal from the beginning — payment status, conditions, encumbrances, and legal status; you are assuming the entire position with all its implications, so insufficient due diligence is the greatest risk of this type of transaction.

How to Protect Yourself in Such Transactions

Protection in assignment and transfer of contract boils down to several steps that reduce risk. First, clearly determine which mechanism is involved — assignment or transfer of contract — and what exactly is being transferred. Second, thoroughly check the original contract and everything being assumed: rights, obligations, payment status, conditions, encumbrances, and the legal status of the property or project. Third, secure the necessary consents, especially the consent of the other contracting party in the case of a transfer of contract, in writing. Fourth, clarify the tax aspects before closing.

In addition, since these are legally sensitive transactions with serious consequences in case of error, it is worthwhile to approach them with expert legal assistance that will properly structure the transaction and protect your interests. These mechanisms are useful and legitimate, but their safety depends on proper execution: a well-executed transfer of contractual rights is safe and beneficial, while a poorly executed one carries risks that outweigh the benefits. The common thread of all steps is that nothing is left to assumption, but rather clarified and arranged in advance. We also write about the comprehensive buying process in the guide how the real estate purchase process works.

Professional Advice: Enter into an assignment or transfer of contract with legal assistance and a written, clear arrangement of everything — the mechanism, content of the transfer, consents, and taxes. These transactions are beneficial when properly executed, but ambiguities and shortcuts can be costly.

How Regent Can Help You

Assignment and transfer of contract are legally sensitive transactions where understanding exactly what is being transferred is crucial for security. As a real estate agent, we help you assess the situation when reselling contractual rights, especially for properties under construction, verify the legal status of the property or project, and guide you on what needs to be clarified before such a transaction. For the legal structuring of the transfer itself and for tax advice, we collaborate with lawyers and tax experts, as the form and tax treatment are decisive for the security and profitability of the deal.

To enter into such a transaction safely, see how buying with Regent works or contact us.

Frequently Asked Questions (FAQ)

What is the difference between assignment (cession) and transfer of contract?
Assignment (transfer of claim) transfers only the right — the claim, the receivable — while the assignor's obligations generally remain with them. A transfer of contract transfers the entire contractual position, both rights and obligations, so the new person completely takes the place of the previous one. In short, assignment transfers a right, and a transfer of contract transfers the entire contractual relationship.

What is assignment (transfer of claim)?
Assignment (cession) is a legal transaction by which a creditor transfers their claim — the right to demand payment from a debtor — to a third party, who becomes the new creditor. The subject of assignment is a right, not a thing or the entire contract. Assignment transfers the claim and ancillary rights associated with it, but generally not the obligations that would arise for the assignor from a contractual relationship.

When are assignment (cession) and transfer of contract used in real estate?
Most often in the resale of rights from a sales contract or preliminary contract before the deal is completed — typically for an apartment under construction, where the original buyer transfers their position to a new buyer before completion and handover. Since both obligations (payment of the remaining price) are transferred, it is generally a transfer of contract, with the investor's consent.

Is the consent of the other party required for the transfer?
It depends on the mechanism. In the case of assignment, where only a right is transferred, the debtor's consent is generally not required, but they are informed. In the case of a transfer of the entire contract, since both obligations are transferred, the consent of the other contracting party (e.g., the investor or seller) is a legal requirement. A transfer of contract without the necessary consent has no effect.

What risks are involved in assuming someone else's contractual rights?
The main risk is assuming a position whose content has not been fully clarified — unknown obligations, conditions, encumbrances of the original contract, payment status, or the legal status of the property. Since the entire contractual position is assumed with all its implications, insufficient due diligence can mean assuming problems. Furthermore, the transferor is responsible for the validity of the contract but does not guarantee that the other party will fulfill its obligations, unless specifically undertaken.