The promissory purchase and sale agreement (CPCV) is the moment when the deal is truly decided. That is where the deposit is set, the risks are allocated and the exits are secured — long before the deed. A well‑drafted promise protects both buyer and seller; a hasty one is the source of most real estate disputes.
When support is decisive
- Before signing the CPCV or handing over any amount as a deposit.
- When the deal depends on financing, licences or due diligence still to be completed.
- In an exchange, assignment of contractual position or acquisition of shares in an SPV.
- When buying a property under construction, with staged payments and completion deadlines.
The promissory contract (CPCV)
The deposit and its regime
Any amount paid by the promissory buyer is presumed to be a deposit (article 441 of the Civil Code). In the event of breach, the regime of article 442 allows, depending on the defaulting party, the loss of the deposit or its return in double — without prejudice to other remedies the contract may provide.
Specific performance
Where the parties do not exclude it, specific performance (article 830 of the Civil Code) allows the promised property to be transferred by court order. Keeping or excluding it should be a deliberate decision, not a boilerplate clause.
Conditions precedent and suspensive conditions
Making the deal conditional on financing approval, on confirmation of the registry and planning status, or on obtaining licences protects the deposit and avoids being tied to a property with contingencies.
Essential clauses
- Term, price and method of payment; delivery of possession.
- Penalties, competent jurisdiction and termination of the contract.
- Seller’s representations and warranties on charges, licences and areas.
From promise to deed
- Document verification and preparation of the deed (or authenticated private document).
- IMT and Stamp Duty; scheduling and land registration in the buyer’s favour.
- Handover, utility accounts and settlement of charges.
Arrangements handled
- Promissory purchase and sale agreement and promise with suspensive conditions.
- Reservation agreement and letters of intent.
- Exchange and assignment of contractual position.
- Purchase and sale of shares in a special‑purpose vehicle (SPV).
What you receive
- The drafting or review of the CPCV, tailored to the transaction and its risk.
- The negotiation of the clauses and conditions that protect the deposit.
- A clear checklist through to the deed, with deadlines and responsibilities.
Frequently asked questions
Can I go straight to the deed, without a CPCV?
It is possible when the transaction is simple and the checks are complete. Where there is financing, conditions to fulfil or analysis still to be done, the CPCV is the instrument that fixes the deal and protects both parties through to the deed.
What if the seller defaults?
Depending on the clauses, the buyer may demand the return of the deposit in double, seek specific performance or termination with compensation. The specific options depend on what the contract provides.
Is the deposit the same as a down payment?
Not always. The characterisation of the amount paid and its consequences should be expressly stated in the contract, to avoid doubt in the event of breach.
Related reading
- Real estate due diligence
- Real estate litigation
- Capital gains on selling a home in 2026: the new exceptions you can use
- More analyses in Publications
Areas covered
Support for transactions across Greater Lisbon — with particular proximity to Cascais, Oeiras, Sintra and the South Bank — and, by video conference, throughout the country.
Information and contact
Office at Lagoas Park, Building 7, in Oeiras. Meetings in person or by video conference, in Portuguese, English and Spanish.
Notice: before sharing documents, deadlines or the identity of the counterparty, please await confirmation that there is no conflict of interest and acceptance of the engagement. The information on this page is general in nature and does not constitute legal advice.