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Preliminary sale agreement template for Portugal

Promissory contract of saleContrato-promessa de compra e venda (CPCV)

The binding promise by which the seller agrees to sell and the buyer agrees to buy a building or flat, with the price, the deposit (sinal), the conditions and the deadline for the deed. The buyer loses the sinal on default, and the seller pays it back twice on default.

Use it after the seller accepts your offer and after you have checked the land register certificate, the tax register extract, the energy certificate and, for a flat, the condominium debt statement. The CPCV is not mandatory. This template is for an existing building or flat, sold by private persons, with no real effect (eficácia real). A CPCV with real effect binds third parties but must be made by public deed or authenticated private document and registered. Ask a lawyer or solicitador for that version, for a property under construction, or for a seller that is a company.

Reviewed October 28, 2026. Not legal advice. Have a notary or lawyer check your case before you sign.

Key facts

Applies to
Whole country (mainland Portugal, Azores and Madeira)
Form
Written document signed by both parties for a bilateral promise (Código Civil, art. 410(2)).
Building or flat
Signatures recognised in person, with certification that a licence of use or construction exists (art. 410(3)).
Who recognises signatures
Notary, lawyer, solicitador, registrar or chamber of commerce (Decreto-Lei n.º 76-A/2006, art. 38).
Money paid by the buyer
Presumed to be a sinal, even if called an advance on the price (art. 441).
Buyer defaults
The seller keeps the sinal (art. 442(2)).
Seller defaults
The buyer can claim double the sinal, or ask a court to order the sale (arts. 442(2) and (3), 830).
Specific performance
Cannot be excluded by contract for a building or flat (art. 830(3)).
IMT at the CPCV
Due if the buyer takes possession (except own permanent home) or may assign the position (CIMT, art. 2(2)(a), (3)).
Final sale
Public deed or authenticated private document (art. 875).
Non-resident buyer
IMT at a flat 7.5% on a home, unless a CIMT art. 17(10) exception applies (DL 97/2026, art. 6).
IMT refund
Refund if the buyer becomes resident within 2 years, or lets at a moderate rent within 6 months. Claim within 6 months (art. 17(12)).
Urban title at the deed
Since 3 August 2026 the deed must record whether it exists, or the sale can be annulled (RJUE art. 4.º-A(14), Decreto-Lei n.º 108/2026).

The document

Text shown

You sign the Portuguese version. The English version helps you understand it. Your answers fill both.

Promissory contract of sale

  1. 1.Parties

    1. 1.1

      First party: Seller's full name, holder of Seller's identity document and number, tax number Seller's tax number (NIF), Seller's marital status, residing at Seller's address, hereinafter "the promising seller".

      List every registered owner. If a seller is married, add the property regime and the spouse's name. The spouse should also sign or consent in writing.

    2. 1.2

      Second party: Buyer's full name, holder of Buyer's identity document and number, tax number Buyer's tax number (NIF), Buyer's marital status and regime, residing at Buyer's address, hereinafter "the promising buyer".

      List every buyer, with the marital status and property regime of each.

    3. 1.3

      The parties enter into this promissory contract of sale, governed by the following clauses.

  2. 2.Identification of the property

    1. 2.1

      The promising seller is the owner and lawful possessor of Type of property, located at Full address of the property, parish and municipality of Parish (freguesia) and municipality, described at Registry office and description number and entered in the urban tax register under article Tax register article (artigo matricial).

      Copy the registry data from the certidão permanente and the tax article from the caderneta predial.

    2. 2.2

      The property has licence of use Licence of use and energy certificate Energy certificate number and class.

      Give the licence number, date and issuing municipality. For a building from before 7 August 1951, write that no licence is required.

  3. 3.Purpose

    1. 3.1

      By this contract, the promising seller promises to sell to the promising buyer, and the promising buyer promises to buy from the seller, the property identified in the previous clause, free of any charges, encumbrances or liabilities and vacant of persons and goods.

  4. 4.Price and payment

    1. 4.1

      The sale price is Price in euros, in figures euros (Price in words, in Portuguese euros).

    2. 4.2

      On signature of this contract, the promising buyer pays the promising seller Sinal paid at signature euros as a deposit (sinal) and part payment of the price, by bank transfer, for which the promising seller gives a receipt.

      Pay by bank transfer to an account in the registered owner's name, so the payment is easy to prove.

    3. 4.3

      Optional

      By Date of the additional sinal, the promising buyer pays the promising seller Additional sinal (reforço) euros as an additional deposit (reforço de sinal).

      Keep it only if the parties agree a second payment before the deed. It is also a sinal.

    4. 4.4

      The balance of the price, of Balance payable at the deed euros, is paid at the signing of the public deed or the authenticated private document of sale.

  5. 5.Rules on the deposit

    1. 5.1

      All sums paid by the promising buyer are a deposit (sinal) under articles 441 and 442 of the Civil Code, and are credited against the price on the date of the deed.

    2. 5.2

      If the promising buyer definitively fails to perform the contract for a reason attributable to the buyer, the promising seller keeps the sums received. If the definitive failure is attributable to the promising seller, the promising buyer is entitled to claim double what the buyer paid.

      This repeats the legal rule of article 442. Unless the parties agree otherwise, no other damages are due on top of it.

  6. 6.Loan condition

    1. 6.1

      Optional

      The promising buyer will apply for a mortgage loan of no more than Maximum mortgage amount euros. If, by Date by which the loan must be approved, every institution to which the promising buyer applied in good faith refuses the loan, either party may terminate this contract by registered letter with acknowledgement of receipt, and the deposit is returned in its single amount.

      Keep it whenever you need a loan. Ask the bank for written refusals as proof.

  7. 7.Seller's declarations

    1. 7.1

      The promising seller declares that the property is not subject to any charge, encumbrance, attachment, lease or third-party right, except Registered charges to cancel, which the seller undertakes to cancel at the seller's own cost by the date of the deed.

      A mortgage is usually paid off from the price at the deed. The seller's bank then gives the release document (distrate).

    2. 7.2

      The promising seller further declares that there are no debts to the condominium, for municipal property tax (IMI) or to water, electricity and gas suppliers, and that the seller will hand over at the deed the condominium administrator's statement provided for in article 1424-A of the Civil Code.

      Delete the condominium part for a house that is not in a condominium.

  8. 8.Deed of sale

    1. 8.1

      The public deed or the authenticated private document of sale is signed by Latest date for the deed. The promising buyer schedules it and gives the promising seller at least 15 days' notice of the date, time and place, by registered letter with acknowledgement of receipt or by email with read confirmation.

    2. 8.2

      The promising seller gives the promising buyer, at least 10 days before the date of the deed, every document needed for the deed that depends on the seller.

  9. 9.Default

    1. 9.1

      If either party fails to attend the deed on the scheduled date, that party is in delay. If the defaulting party does not sign the deed within an additional period of Days of final notice before breach days set by the other party by registered letter with acknowledgement of receipt, the failure is definitive for the purposes of the clause on the deposit.

    2. 9.2

      As an alternative, the non-defaulting party may apply for specific performance of this contract under article 830 of the Civil Code.

      For a building or flat the law does not let the parties exclude specific performance. A court judgment then replaces the missing signature.

  10. 10.Handover of the property

    1. 10.1

      The property and its keys are handed over to the promising buyer at the signing of the deed.

      Possession before the deed makes IMT due at once, unless the home is the buyer's own permanent residence.

  11. 11.Costs and taxes

    1. 11.1

      The promising buyer pays the property transfer tax (IMT), stamp duty and the costs of the deed and of registering the acquisition. The promising seller pays the costs of cancelling charges and encumbrances and of obtaining the property documents.

      IMT and stamp duty must be paid before the deed. The notary, lawyer or Casa Pronta desk checks the receipts.

  12. 12.Assignment

    1. 12.1

      Neither party may assign its contractual position without the written consent of the other.

      A clause that allows the buyer to assign the contract makes IMT due when the CPCV is signed.

  13. 13.Notices

    1. 13.1

      Notices between the parties about this contract are made in writing to the addresses stated at the beginning, unless a party gives written notice of a new address.

  14. 14.Formalities

    1. 14.1

      The signatures of the parties are recognised in person, with certification that the licence of use exists, under article 410(3) of the Civil Code.

  15. 15.Signatures

    1. 15.1

      Made at Place of signature, on Date of signature, in two originals of equal value, one for each party. Signature of the promising seller and, where applicable, the spouse. Signature of the promising buyer.

      Sign in front of the person who recognises the signatures. That person adds the recognition and the licence certification to each original.

Formalities

  1. Make the CPCV in writing. Both parties sign it, and each party keeps an original. A CPCV without real effect is not registered.
  2. For a building or a flat, a notary, lawyer, solicitador, registrar or chamber of commerce recognises the signatures in person (reconhecimento presencial).
  3. That person also certifies that a licence of use or of construction exists (art. 410(3)).
  4. If these steps are missing, the buyer can invoke the defect. The seller can invoke it only if the buyer caused it.
  5. IMT becomes due at the CPCV if the buyer takes possession, unless the home will be the buyer's own permanent residence.
  6. IMT is always due at the CPCV if the CPCV lets the buyer assign the position to a third party.
  7. Since 1 January 2024 the deed no longer needs proof of the licence of use or the technical housing file. The Civil Code's CPCV text still refers to the licence.
  8. Since 3 August 2026 the deed must state whether the property has its urban title, or that the seller declares it has none. Otherwise the sale can be annulled.

Common mistakes

  • Signing without in-person recognition of the signatures. The buyer can later use the defect to escape the contract, and the seller loses certainty.
  • Paying the sinal before reading the land register certificate. A mortgage, an attachment (penhora) or a different registered owner can block the deed.
  • Taking the keys before the deed. IMT becomes due early unless the home is your permanent residence, and you bear the risk of a property you do not own.
  • Adding a clause that lets the buyer assign the contract to someone else. It makes IMT due at the CPCV.
  • Treating a missed deed date as a final breach. It is usually only a delay. Send a written notice with a final deadline before you keep or claim the sinal.
  • Forgetting the seller's spouse. The sale needs the spouse's consent unless the couple has separation of property, and the sale of a family home always needs it.
  • Leaving out the loan condition when you need a mortgage. Without it, a refused loan does not release you, and you can lose the sinal.

Legal basis

Sources

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