ITALY Law and Practice Contributed by: Guido Alberto Inzaghi, Ivana Magistrelli, Silvia Gnocco and Gabriele Paladini, SI – Studio Inzaghi
2.4 Real Estate Due Diligence A potential purchaser should build up a team of legal, tax, commercial and technical advisers. Areas of investigation are the following: • title to property (in this respect, it is funda - mental to obtain a 20-year notarial report, including an investigation into third-party rights, registered prejudicial liens and the seller’s title to the property); • leases and contracts relating to the property; • third-party rights and encumbrances affecting the property; • zoning/planning permits (including agree - ments entered into with municipalities author - ising the construction of the property); • litigation; and • analysis of all technical aspects of the prop - erty (eg, plants, fire prevention system and certificate). Usually, technical and commercial analysis requires specific site visits. Because of the pandemic-related travel restrictions, many due diligence exercises were divided into a “docu - mental phase”, where the advisers assess the documents in a dedicated virtual data room, fol - lowed by a second phase with site visits if there is a positive outcome from the first phase. 2.5 Typical Representations and Warranties According to statutory law, the seller has to
The parties can freely negotiate the content of the notarial deed, except for the following requirements, which must be included accord - ing to the applicable law: • the price and means of payment; • the cadastral data of the real estate asset and declaration of compliance of the cadas - tral plans ( planimetrie catastali ) filed with the competent Building Cadastre with the actual status of the real estate asset; • a list of building permits issued to build the real estate asset; • the rules allocating the risks and benefits of the real estate asset; and • details of the real estate broker involved (if any) and the relevant fee paid to the broker. Once executed, the notary files the deed with the Real Estate Register ( Conservatoria dei Reg- istri Immobiliari ); this is not a requirement for the validity of the notarial deed but it is necessary to avoid conflicts with third parties and future buyers. Because the Italian legal system gives the buyer a certain level of assurance in terms of title to the property, title insurance might not be necessary. After the COVID-19 pandemic and the issuance of European Directive 1151/2019, which was implemented in Italy through the European Del - egation Law 2019–2020, there was a significant expansion of the use of digital tools in the legal field, enabling the remote execution of comput - erised notarial acts. This novelty is part of the regulatory trend that, since 2013, has legitimised the use of so-called digital public deeds, where parties electroni - cally sign a digital version of the deed instead of paper documents.
guarantee the following: • the title to the property;
• the property is free from any third-party rights, except those reported in the deed (if any);
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