Japan Property Sales Contract Explained in English (売買契約書) (2026)

The Japanese property sales contract (不動産売買契約書) is a legally binding document that determines what you are buying, how much you are paying, and what happens if anything goes wrong. It is written entirely in Japanese, and there is no legal requirement for a translation to be provided. This guide explains every key section in plain English — so you know exactly what you are signing.

Written by a licensed real estate agent (宅建士) based in Tokyo. This guide reflects standard contractual practice in 2026. Always have a qualified bilingual professional review your specific contract before signing.

Step 1: The Important Matters Explanation (重要事項説明書)

Before you sign the sales contract, you will receive — and a licensed agent (宅建士) is legally required to read through — the Important Matters Explanation document (重要事項説明書, or 重説). This is a separate document from the contract itself, and it is arguably more important.

The 重説 covers:

• Legal status of the property (ownership, encumbrances, registered rights)
• Urban planning designation (用途地域) and building restrictions
• Known structural or equipment defects
• Management association details and financial status (for condominiums)
• Repair fund balance and planned major works
• Any easements, rights of way, or usage restrictions affecting the land
• Water, gas, and sewage connections
• Agent commission and other payment details

This session typically takes 2–3 hours. As a foreign buyer, you have every right to ask for time to review the 重説 in English before the signing session. Request a written summary in English from your agent, or hire a bilingual real estate lawyer to review it with you in advance. Since March 2022, the explanation can also be delivered by video call.

Key Sections of the Sales Contract

1. Property Description (物件の表示)

Identifies the property by its legal registration details: address, lot number (地番), building number, floor area (専有面積 for condominiums), and any attached land rights. Verify that these details exactly match the registered title (登記簿謄本) — discrepancies here can create serious legal problems.

2. Purchase Price and Payment Schedule (売買代金および支払方法)

States the agreed purchase price (売買代金) and the payment structure:

• Earnest money deposit (手付金): Amount paid at signing (typically 5–10% of price). Date and payment method specified.
• Remaining balance (残代金): Amount due at final settlement (決済). Date specified — this is the day you receive keys.

Check that the settlement date gives you enough time to arrange funds or finalise your mortgage — typically 3–6 weeks after signing. Late payment or inability to settle on the specified date can trigger penalty clauses.

3. Earnest Money and Cancellation Conditions (手付解除)

This clause defines what happens if either party backs out:

• Buyer cancels: Forfeits the full earnest money deposit (手付放棄による解除)
• Seller cancels: Returns double the deposit (手付倍返し)

Important limitation: the right to cancel by forfeiting the deposit applies only before either party has begun performance of the contract (i.e., before the seller has taken steps toward handing over the property or the buyer has made partial payment beyond the deposit). Once performance has begun, cancellation becomes more complex.

4. Mortgage Contingency Clause (融資利用特約 / ローン特約)

If you are financing the purchase with a Japanese mortgage, insist that this clause is included. It states that if your mortgage application is rejected (within a specified period and for a specified loan amount), you can cancel the contract and receive your deposit back in full.

Without this clause, a mortgage rejection leaves you losing your deposit even though the failure to complete is not your fault. Many developers selling new construction will try to limit or exclude this clause — push back. For resale purchases, it is standard practice to include it.

5. Condition of Delivery (引渡しの状態)

Specifies the condition in which the property will be delivered on the settlement date. For resale transactions, this typically includes:

• The unit to be delivered vacant (退去済み) and in clean condition
• Any fixtures, fittings, or appliances included or excluded from the sale
• Condition of shared facilities at time of transfer

Make sure any items the seller agreed to include (or remove) are explicitly listed here — verbal agreements mean nothing after signing.

6. Defect Liability (契約不適合責任)

Under Japan’s Civil Code (revised 2020), sellers are liable for defects that cause the property to not conform to what was contracted (契約不適合責任). This replaced the older concept of “hidden defect liability” (瑕疵担保責任) and is broader in scope.

In practice, most resale contracts include a disclaimer of defect liability (現状有姿条項 / 瑕疵担保責任免除特約) — particularly for older buildings or private seller transactions. This means the seller is selling “as-is” and accepts no liability for defects discovered after the sale.

This is why a building inspection before signing is essential. Once an “as-is” clause is in the contract, your ability to seek recourse for defects is severely limited.

7. Special Clauses (特約事項)

This is the section most foreign buyers should pay the most careful attention to. Special clauses (特約) can add almost any condition the parties agree to — and they are enforceable. Common special clauses include:

• Restrictions on sub-letting or short-term rental use
• Conditions on renovation or structural modification
• Requirements to maintain existing property management company arrangements
• Conditions tied to the seller completing specific repairs before delivery
• Restrictions on smoking or pet ownership in certain buildings
• Obligations to join the management association (管理組合) and abide by its rules

Read every special clause carefully. If you are buying for investment and plan to use the property for short-term rental (民泊), confirm that no special clause prohibits this — and check the building’s management rules (管理規約) separately, as these may also restrict short-term rental independent of the contract.

The Settlement Day (決済日)

On the settlement date, all parties meet — typically at the agent’s office or a bank — and the following happens simultaneously:

1. Buyer transfers the remaining balance
2. Judicial scrivener (司法書士) confirms identity of all parties and verifies title
3. Ownership transfer registration is submitted to the Legal Affairs Bureau
4. Seller delivers the keys and all associated documents (管理規約, repair fund records, manual booklets)
5. Agent collects remaining commission from both parties

The whole process typically takes 2–4 hours. Bring identification, your registered seal (実印) or alternative notarised signature, and any bank documentation required by your lender. Non-resident buyers completing remotely via power of attorney will need their representative present.

What to Request Before Signing

• Registered title (登記簿謄本) — confirms current ownership and any registered encumbrances. Request this before signing, not after.
• Management association rules (管理規約) — the by-laws of the condominium. Binding on all owners.
• Repair fund balance and upcoming works schedule (長期修繕計画) — understand the building’s financial health.
• Floor plan (間取り図) and measured area certificate — confirm actual measurements match the contract description.
• English-language summary of the 重要事項説明書 — ask your agent. Not legally required, but a professional agent should be able to provide this.

Related Guides

• Buying Property in Tokyo as a Foreigner: Complete Guide
• Japan Property Purchase Costs Explained
• New vs. Resale Property in Tokyo
• Japan Lease Agreement Explained in English (for renters)