The Contrato-Promessa de Compra e Venda (CPCV) is the most important document in a Portuguese property purchase before the deed itself. It is the moment the deal becomes binding: both sides commit to a price and a date, and the buyer usually pays a deposit of 10 to 20 %. For UK and US buyers it is also the step that works least like home, and where mistakes are most expensive.
This guide explains what the CPCV is, how it compares to exchange of contracts in England and a US purchase agreement, how it differs from the deed and from a reservation, why you need it for a mortgage, and why you should never sign one without your own lawyer.
The CPCV is a contract in which the seller promises to sell and the buyer promises to buy a property at a later date, under agreed conditions. It is governed by the Portuguese Civil Code (Art. 410 and following). It is not mandatory, but it is used in almost every purchase where the deed is not signed immediately.
A CPCV typically sets out:
If the deadline for the escritura agreed upon in the CPCV is not met, the contract does not automatically become void, and the down payment is not immediately forfeited. As a rule, the responsible party is initially only in default. The other party may then set a reasonable grace period in writing; if this period also expires, the contract is considered definitively unfulfilled. Only then do the rules regarding the down payment apply: If the buyer was at fault, the seller may keep the down payment; if it was
Buyer | Seller | |
|---|---|---|
Identification | Passport or ID card, Portuguese tax number (NIF), address, marital status and matrimonial property regime | The same; for companies, the commercial registry certificate showing who may sign |
Who must sign | Every buyer named in the contract, or a representative with a power of attorney | Every registered owner: all co-owners, all heirs if the property is inherited, and usually the spouse if the property is common property or the family home |
Documents | Proof of the origin of the funds, which lawyers and agents must check under anti-money-laundering rules | Land registry certificate (Certidão Permanente), tax record (Caderneta Predial), habitation licence or proof of exemption, energy certificate, technical file for newer homes, and for apartments a declaration of condominium debts |
Payment | Deposit by traceable bank transfer or banker’s draft, never in cash | An account in the seller’s own name |
The deposit is regulated by law (Civil Code, Art. 442). If the buyer withdraws without a contractual reason, the seller keeps the deposit. If the seller withdraws, they must pay back double. For contracts on buildings, the buyer can also go to court and ask for the sale to be completed (specific performance), even if a deposit was paid.
The deposit is paid directly to the seller in most cases, or held in a lawyer’s client account. There is no neutral escrow system as in the US.
Negotiation tip: the deposit is also a lever in price negotiations. Many sellers accept a lower price in exchange for a higher deposit. This is not always rational from the seller’s point of view, but it often has to do with how estate agents are paid: agency contracts in Portugal frequently provide for the commission, or part of it, to be paid when the CPCV is signed, usually out of the deposit. A higher deposit secures the agent’s fee early, so agents tend to encourage sellers to accept it. Before you offer a higher deposit in return for a better price, make sure your lawyer has completed the checks and that the conditions in the CPCV protect your money.
England & Wales | USA | Portugal | |
|---|---|---|---|
When the deal becomes binding | At exchange of contracts, often late in the process | When the purchase agreement is signed | When the CPCV is signed |
Before that point | Either side can walk away; gazumping is possible | Offer and negotiation | A reservation may exist, but it rarely binds the seller |
Deposit | Usually 10 % at exchange, held by the solicitor | Earnest money, often 1–3 %, held in escrow | Typically 10–20 %, usually paid to the seller |
Standard conditions | Searches and survey done before exchange | Inspection, appraisal and financing contingencies | None by default; every condition must be written in |
If the buyer pulls out | Loses the deposit | Loses earnest money, unless a contingency applies | Loses the deposit |
If the seller pulls out | Liable for breach | Liable for breach | Pays back double the deposit |
Final step | Completion | Closing | Deed (escritura) |
The key difference: in England most checks happen before anything is binding, and in the US the contract comes with standard contingencies. In Portugal you commit early, with a larger deposit, and you are only protected by the conditions your lawyer has written into the contract. Inspections, financing and permits must be either completed before signing or included as explicit conditions.
CPCV | Deed (escritura) | |
|---|---|---|
What it is | A promise to buy and sell in the future | The actual sale |
Ownership | Stays with the seller | Passes to the buyer on signature |
Form | Written contract with certified signatures; a notary is optional | Signed before a notary, lawyer or at Casa Pronta |
Taxes | Usually none yet | IMT and stamp duty must be paid beforehand |
Payment | Deposit | Balance of the price |
Registration | Optional, if made with real effect | Mandatory, within two months |
A CPCV can be made with real effect (“eficácia real”) and registered at the land registry, which protects the buyer against a sale to someone else. This requires a notarised or authenticated contract and usually brings forward the payment of IMT and stamp duty. Read more about the deed.
Agents often ask buyers to sign a reservation and pay a fee to take a property off the market. Such reservations are not regulated by law, are often only an agreement with the agent rather than the seller, and usually do not oblige the seller to sell to you. If the seller changes their mind, you may only get your money back, if at all.
Our advice: do not pay a substantial reservation fee. If you need to secure a property quickly, ask your lawyer to prepare a CPCV with clear conditions instead.
In Portugal no neutral authority checks the CPCV for you. The notary, if involved at all, only certifies signatures. Everything that protects you must be in the contract, and much of it depends on Portuguese law:
Hire an independent lawyer who acts only for you, and have them draft or review the CPCV before you sign or transfer any money.
Portuguese banks generally require a signed CPCV to approve a mortgage. It shows the agreed price, the property and the timeline, and forms the basis for the bank’s valuation and final approval. This creates a timing problem: you commit to the purchase before the bank has finally approved your loan.
The solution is a financing clause: if the loan is not approved by a set date despite reasonable efforts, you can withdraw and get your deposit back. Without it, you risk losing the deposit. Note that the CPCV deposit is separate from the equity the bank expects; for non-residents banks usually lend 60–70 % of the value. Read more about mortgages for foreigners.
You don’t need to be in Portugal: you can sign through a power of attorney.
As your buyer’s agent we negotiate the terms, coordinate with your lawyer and make sure every condition you need is in the CPCV before you sign. Book a free consultation.
Yes. Once signed, both parties are bound. If the buyer withdraws without a contractual reason, they lose the deposit; if the seller withdraws, they pay back double.
It has a similar effect, but it usually happens much earlier, often before all checks are done. That is why the conditions in the CPCV matter so much.
Not by default. Any condition, including inspection results or mortgage approval, must be written into the CPCV.
A reservation is usually only an agreement with the agent and rarely obliges the seller. The CPCV binds buyer and seller and is regulated by law.
In practice yes. Banks require it for the valuation and final approval. Include a financing clause so you can withdraw without losing the deposit if the loan is refused.
No, but signatures must be certified, which a lawyer can do. A notarised CPCV is only needed if you want to register it with real effect.
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15 Responses
What happens when a Portuguese developer we purchased our brand new T3 lisbon apartment from does not deliver the exact gross private area as posted in the CPCV? Our apartment CPU has a short of 46 square meters in gross private area in comparison to what was agreed to in the signed CPCV.
Dear Gerald, It happens sometimes that there is a difference in the “registro predial” and the “caderneta predial” when you buy old houses. New buildings should no have any difference of what was promissed in the CPCV. I would suggest to talk to a lawyer to analyse the situation. You can enter in contact with us and we put you in contact with a legal partner Lisbon. Best Frederik
Hello,
we signed a CPCV a few months ago as vendedores, and now it seems as if the buyers are not interested in buying any more. In case we would nit return the Sinal, what would we need to do, and how would we need to pay taxes?
Hi Michael, we do not know what was defined exactly in the CPCV but in a normal case you can keep the “sinal” which is defined by law
Hi, our Estate Agent has told the buyer they don’t need to pay the 10% deposit, despite it being stipulated in the CPCV. They are relying on finance and it would appear they don’t have the money for the deposit! There is a clause stating if bank approval is not received then the deposit would be refunded.
So how do we get out of the CPCV? I’m saying it is Null and Void for the payment has not been made?
Hi Birgitta,
The buyer must always pay the deposit. If not, the CPCV is invalid and you can simply argue that.
Thank you!
Hello,
What happened if we bought agricultural land that was (unknown to us) under cpcv with another party. Can the sale be voided by the other parties? What happens with our payment?
Thank you
Depends on the circumstances. The seller has to pay a fine to the other prospective buyer. But there are also other possibilities. We can put you in contact with a lawyer to get a definit answer
Hello,
We signed the CPCV for a new construction. I just found out that they did not include a time frame for the completion of construction. When we asked the seller to do an addendum to specify a certain period, they replied they are not certain when the construction will be completed. The CPCV remains valid until the end of the year, in December they will assess the construction progress and specify the date. My question is if the CPCV is valid for one year only and if it makes sense what the seller replied, or if we should keep asking for an addendum. thanks
Hi Mila, buying a new construction in Portugal is not that straight forward. You should always have a timeline and fines defined in such a contract. You should check the CPCV with a lawyer.
When getting a mortgage in Portugal, banks require 20-30% down payment. Is the typical 10% deposit for the CPCV part of the banks 20-30% or is it separate funds, thus making the total needed to purchase 30-40%? (plus all the taxes and closing costs).
The CPCV down payment has nothing to do with the bank down payment. You can negotiate the percentage for the CPCV but 10% is the normal case. You need a CPCV to get a mortgage in Portugal
Hello, we signed CPCV (land purchase) as buyers. We couldn’t sign the deed at the agreed date, but we still have 1 month left according to the CPCV. Even though the real estate agent has all the money on escrow (not the 10%, but all of them), he posted the land on the website. Isn’t this a violation of the CPCV (as the deposit should reserve the lot for the term stated)? Thanks for your advice.
It is not at all nomal to have all the money at the realtors account. Lawyers in Portugal have escrow accounts. The normal path is to transfer 10% for the CPCV and at the deed you pay the resting amount with a bank check (cheque bancario). A realtor can post all the properties that he / she has a valid realtor contract (CMI) for. If have more doubts contact us directly and we will be happy to help.
Hello… I found a property I want to purchase in Portugal as a holiday home for my family. My agent suggested an attorney she’s worked with to help with all the proper paperwork. I am not a resident of Portugal and the lawyer suggested signing a POA for the purchase documents (Promissory contract and final closing). The lawyer also has a client account where funds are held (first deposit, then final amount at closing). Is this standard practice and safe to do?