{"id":9420,"date":"2025-06-11T16:38:08","date_gmt":"2025-06-11T15:38:08","modified":"2025-07-22T13:04:44","modified_gmt":"2025-07-22T12:04:44","slug":"the-most-important-practical-information-about-right-of-first-refusal-in-real-estate-sales","status":"publish","type":"post","link":"https:\/\/www.madarassy-legal.com\/en\/the-most-important-practical-information-about-right-of-first-refusal-in-real-estate-sales\/","title":{"rendered":"The Most Important Practical Information About Right of First Refusal in Real Estate Sales"},"content":{"rendered":"When concluding real estate sales contracts, one of the most frequently occurring problems is the proper handling of the right of first refusal. This legal institution can significantly influence the sales process, as persons holding the right of first refusal take precedence over third-party buyers. However, there are significant differences between the substantive legal rules of the Civil Code (Ptk.) and the regulation of land registry procedures, which often cause misunderstandings and legal complications. In our article, we present in detail the practical issues of the right of first refusal during real estate sales.\n\n\n\nThe Concept and Types of Right of First Refusal\n\n\n\nThe right of first refusal means that if the owner wants to sell their real estate, they must first offer it for purchase to the person entitled to the right of first refusal, under the same conditions as offered by a third party. This right ensures that certain persons enjoy priority in purchasing the real estate.\n\n\n\nRight of First Refusal Based on Legislation\n\n\n\nThe right of first refusal based on legislation derives directly from the law, without a separate agreement. The most common example is the co-owner’s right of first refusal, which Section 5:81 of the Civil Code provides for co-owners of undivided common property real estate. If a co-owner wishes to sell their ownership share, the other co-owners have priority over third parties.\n\n\n\nIn addition, numerous other laws establish rights of first refusal, for example:\n\n\n\n\nThe nature conservation law, which provides the state with a right of first refusal for protected natural areas\n\n\n\nMonument protection regulations, which provide rights of first refusal for monument real estate\n\n\n\nRights of first refusal provided for local governments in certain areas\n\n\n\n\nContractual Right of First Refusal\n\n\n\nAccording to Section 6:221 of the Civil Code, a right of first refusal can also be established by contract, whereby if the owner wants to sell the thing, the person entitled to the right of first refusal is entitled to purchase the thing with priority over third parties. To establish a contractual right of first refusal, written form is required, and in the case of real estate, it is extremely important that this right must be registered in the land registry to achieve full legal effect.\n\n\n\nThe Significance of Registration in the Land Registry\n\n\n\nThe registration of the right of first refusal in the land registry has a crucial role. If a contractually established right of first refusal is registered on the real estate, it will be effective against everyone who acquires rights to the real estate after the registration. This practically means that the real estate authority can verify whether the seller has fulfilled their obligations related to the right of first refusal.\n\n\n\nIt is important to know that the founding documents of condominiums or the bylaws of cooperative houses often contain rights of first refusal in favor of the owners of individual units (apartments), but they rarely arrange for the land registry registration of these rights. Therefore, these entitled parties do not enjoy protection in the land registry procedure, which causes numerous practical problems.\n\n\n\nExercise of the Right of First Refusal and the Notification Obligation\n\n\n\nThe right of first refusal can be enforced if the entitled party learns that the real estate has been put up for sale. Therefore, the key element of exercising the right is fulfilling the proper notification obligation.\n\n\n\nThe Seller’s Notification Obligation\n\n\n\nSection 6:222, paragraph (1) of the Civil Code imposes a clear obligation on the seller: if they receive a purchase offer from a third party that they wish to accept, they are obliged to communicate the offer in its entirety to the person entitled to the right of first refusal before accepting the offer. This rule ensures that the person entitled to the right of first refusal can learn about the third party’s offer and make an informed decision.\n\n\n\nThe method of fulfilling the notification obligation is also significant in the land registry procedure, as it must later be proven that the owner fulfilled this obligation.\n\n\n\nThe Effectiveness of Legal Declarations\n\n\n\nThe effectiveness of legal declarations has great significance from the perspective of exercising the right of first refusal:\n\n\n\n\nA legal declaration made between persons present becomes effective immediately. For example, if the seller personally delivers the purchase offer, the deadline begins immediately.\n\n\n\nA legal declaration made between absent parties becomes effective upon reaching the addressee. For example, if the offer is sent by mail, the deadline only begins when the entitled party receives the shipment.\n\n\n\n\nThis difference can cause problems in practice if the shipment is not delivered for a longer period, or if the entitled party’s contact information changes.\n\n\n\nAcceptance or Rejection of the Offer\n\n\n\nAccording to the Civil Code, the person entitled to the right of first refusal has two options:\n\n\n\n\nAccept the offer \u2013 in this case, the contract is concluded between them and the seller\n\n\n\nMake no accepting declaration during the period of offer binding \u2013 then the owner can sell the thing according to the third party’s offer\n\n\n\n\nAn important difference between the Civil Code and the land registry rules is that the Civil Code only provides for accepting declarations, it does not mention any waiver declarations. If the person entitled to the right of first refusal does not wish to exercise their right, it is sufficient if they remain silent \u2013 from a substantive legal perspective, they do not need to expressly waive.\n\n\n\nThe Right of First Refusal in Land Registry Procedures\n\n\n\nIn land registry procedures, special rules apply to handling the right of first refusal, which significantly differ from the substantive legal rules of the Civil Code.\n\n\n\nThe Real Estate Authority’s Right of Control\n\n\n\nThe real estate authority’s right of control is limited, it only exists if:\n\n\n\n\nit can be established from the registry data that a right of first refusal based on legislation exists, or\n\n\n\nthe contractually based right of first refusal has been registered in the land registry\n\n\n\n\nThis means that a significant circle of those entitled to the right of first refusal \u2013 for example, those entitled to unregistered condominium rights of first refusal \u2013 do not enjoy protection in the land registry procedure. This causes problems in practice, as such entitled parties can only enforce their rights through civil litigation.\n\n\n\nObtaining Waiver Declarations and Alternatives\n\n\n\nSection 43, paragraph (1) of the Implementing Regulation of the Land Registry Act prescribes as a main rule the attachment of the entitled party’s waiver declaration in certain cases. This is necessary if a right of first refusal is registered on the real estate or it can be established from the registry data that a right of first refusal based on legislation exists, and the registration of ownership is not requested in favor of the person entitled to the right of first refusal based on a sales title.\n\n\n\nThis requirement is not in harmony with the Civil Code’s regulation, which does not require a waiver declaration. If the entitled party does not provide a waiver declaration, the Implementing Regulation of the Land Registry Act offers an alternative: the applicant can prove that the seller fulfilled their notification obligation (e.g., with a return receipt, acknowledgment of receipt).\n\n\n\nExceptions and Special Rules\n\n\n\nTwo important exceptions exist to the main rule:\n\n\n\n\nExtraordinary difficulty or significant delay: If obtaining the waiver declaration would involve extraordinary difficulty or significant delay due to the entitled party’s place of residence or other circumstances, the joint declaration of the contracting parties is sufficient, in which they present the facts making the difficulty probable.\n\n\n\nNotification by posting (garages): In the case of garages registered on condominium or cooperative house property sheets, the common representative’s declaration is acceptable that they posted the purchase offer in the common-use premises of the condominium for the duration of the offer binding period. An important limitation is that this only applies to garage-designated real estate.\n\n\n\n\nPractical Advice and Recommendations\n\n\n\nProper handling of the right of first refusal is crucial for the smooth conduct of the real estate sales process. Below we provide some practical advice.\n\n\n\nHandling Postal Shipments\n\n\n\nIn the case of communications related to the right of first refusal, the principle of “generally expected behavior” has great significance:\n\n\n\n\nThe postal shipment must be properly addressed.\n\n\n\nIf a properly addressed postal shipment returns with “unknown”, “moved away”, “not collected” markings, this is generally acceptable because the sender demonstrated generally expected behavior.\n\n\n\nThe seller cannot be expected to conduct research after those entitled to the right of first refusal.\n\n\n\nIt is sufficient to send the shipment to the owners registered on the property sheet at their addresses registered on the property sheet.\n\n\n\n\nIt is important, however, that if the seller has knowledge that the addressee is reachable at another address, then the shipment must also be sent there.\n\n\n\nSpecificities of Condominium Real Estate\n\n\n\nIn the case of condominium real estate, special attention must be paid to handling the right of first refusal:\n\n\n\n\nThe condominium’s founding document must be checked to see if it contains provisions regarding the right of first refusal.\n\n\n\nInformation should be requested from the common representative about the right of first refusal and its entitled parties.\n\n\n\nIn the case of selling a condominium garage, the simplified rule (posting) can be applied.\n\n\n\nFor other condominium real estate (e.g., apartments, storage units), the traditional notification method must be followed.\n\n\n\n\nStrengthening Legal Security During Real Estate Sales\n\n\n\nTo strengthen legal security, we recommend the following steps:\n\n\n\n\nDocument the procedure related to the right of first refusal in detail in the sales contract.\n\n\n\nIf there are few persons entitled to the right of first refusal, strive to personally obtain waiver declarations, this can significantly speed up the procedure.\n\n\n\nAlways properly address postal shipments and use return receipt or other delivery-confirming services.\n\n\n\nTake into account entitled parties outside the land registry (e.g., spouse) as well.\n\n\n\n\nBy applying the above practical advice, the risk of legal disputes related to the right of first refusal and the prolongation of land registry procedures can be significantly reduced. This makes the real estate sales process smoother and safer for all parties involved.\n\n\n\n\n\n\n\n\nPlease contact our office and ask for our colleagues’ assistance!","protected":false},"excerpt":{"rendered":"When concluding real estate sales contracts, one of the most frequently occurring problems is the proper handling of the right of first refusal. This legal institution can significantly influence the sales process, as persons holding the right of first refusal take precedence over third-party buyers. However, there are significant differences between the substantive legal rules […]","protected":false},"author":2,"featured_media":8242,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"rop_custom_images_group":[],"rop_custom_messages_group":[],"rop_publish_now":"initial","rop_publish_now_accounts":[],"rop_publish_now_history":[],"rop_publish_now_status":"pending","footnotes":""},"categories":[290],"tags":[],"class_list":["post-9420","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-real-estate"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/posts\/9420","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/comments?post=9420"}],"version-history":[{"count":3,"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/posts\/9420\/revisions"}],"predecessor-version":[{"id":9519,"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/posts\/9420\/revisions\/9519"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/media\/8242"}],"wp:attachment":[{"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/media?parent=9420"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/categories?post=9420"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.madarassy-legal.com\/en\/wp-json\/wp\/v2\/tags?post=9420"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}