CPCV in Portugal: what it is, deadlines and key clauses

The CPCV (Contrato de Promessa de Compra e Venda) is the binding promise-to-purchase contract you sign before the final deed in Portugal. It commits both sides to complete the sale on agreed terms, fixes the price and the deposit, and sets the deadline for the escritura, the notarised deed of transfer. Once you have signed and paid, backing out costs money.

Most Portuguese property transactions run through a CPCV. It is not legally compulsory in every case, but no serious buyer, seller, bank or estate agent treats a deal as real until it exists. This guide covers what the contract must contain, the clauses worth negotiating hard, and what happens to your money if either party walks away.

What the CPCV is and when it applies

The promissory contract is governed by the Civil Code (Código Civil), principally article 410.º and the articles that follow, which regulate the contrato-promessa and the role of the deposit, known as the sinal ^[1]. It is a private contract between buyer and seller, signed well before the final deed. The deed transfers ownership. The CPCV is the enforceable promise that the deed will happen.

You will almost always use a CPCV when there is a gap between agreement and completion. The buyer may need time to arrange a mortgage (crédito habitação), the seller may need to clear a charge on the property, or paperwork such as the licença de utilização (habitation licence) or the energy certificate may still have to be sorted. See the full list of documents needed to sell. A cash buyer with everything ready can go straight to the deed, but that is rare.

When the contract involves a building or a fraction and a deposit changes hands, the Civil Code attaches special protections to the promissory buyer, including the doubling rule on the deposit described below ^[2]. The document deserves the same care as the deed it precedes.

Mandatory clauses under the Civil Code

A CPCV that omits a core element is weak or, in some cases, void. The promise to transfer real estate must be in writing, signed by both parties, and where the law requires a public deed for the final sale the promise carries formal requirements of its own ^[1]. In practice every well-drafted CPCV identifies the following.

• The parties: full names, civil status, NIF (Portuguese tax number) and identification of both buyer and seller.
• The property (imóvel): a full description matching the Conservatória do Registo Predial (Land Registry) entry and the Finanças (tax authority) records, including article numbers and the fraction where it is a flat.
• The price: the total agreed, in euros.
• The deposit (sinal): the amount paid on signature and the schedule for any further instalments, set against the price.
• The deadline for the escritura: the date or window within which the final deed must be signed, and who is responsible for calling it.

The deadline clause is the one most often left vague, and the one that causes the most disputes. A precise date, or a clear trigger such as 30 days after mortgage approval, protects both sides far better than a loose intention to complete soon.

Optional clauses that protect you

The Civil Code sets the minimum. The clauses that actually decide who wins an argument are the optional ones, negotiated case by case. Four matter most.

Mortgage condition (condição de financiamento)

If you are buying with a mortgage, insert a financing condition: the contract collapses and your deposit is returned in full if the bank refuses the loan within an agreed period. Without it, a refused mortgage can count as buyer default and cost you the deposit. Lending has loosened as rates have come down from the peaks of 2023, but no approval is guaranteed until it is in writing. The figure below shows where the average rate on new home loans sits now.

Hidden defects and legal guarantee

Spell out the condition of the property and the seller's responsibility for hidden defects (vícios ocultos). For newly built homes, the builder is liable for structural defects for five years and must repair them, under the Civil Code regime on construction works ^[3]. A clause confirming the property is delivered in its inspected state, with known defects disclosed, narrows the room for later argument.

Free of charges and encumbrances

Require the seller to deliver the property free of charges and encumbrances (livre de ónus e encargos): no outstanding mortgage, no liens, no tenancy you did not agree to. Check the Land Registry certificate before signature, and bind the seller in the clause to clear anything outstanding before the deed.

Termination by agreement (distrato)

A distrato clause sets out how the parties can unwind the contract by mutual agreement, and on what terms the deposit is handled. It is the calm exit that avoids the penalty regime entirely when both sides simply change their minds.

The deposit and what default costs you

The deposit, or sinal, is the core of the contract. In Portuguese practice it runs between 10% and 30% of the price, with the lower end common for resale homes and the higher end for off-plan and new builds. The figure is negotiable, but once paid it carries the consequences set by the Civil Code.

If the buyer defaults and pulls out without cause, the seller keeps the deposit ^[2]. If the seller defaults, they must return the deposit doubled to the buyer ^[2]. That balance is what makes both sides serious about completing. A third route also exists: specific performance (execução específica), where the wronged party asks a court to force the deal through and order the deed signed, rather than settle for the deposit. It suits a buyer who wants the property itself rather than compensation.

Mandatory vs optional clauses at a glance

Common mistakes that cost money

1. Signing without a financing condition, then losing the deposit when the bank says no.
2. Leaving the deadline vague, so neither party can prove who breached and when.
3. Skipping the Land Registry check and discovering an undisclosed mortgage after paying the deposit.
4. Paying the sinal in cash with no record, then being unable to prove the amount in a dispute.
5. Treating the CPCV as a formality and signing a template without legal review of the clauses.
6. Assuming you can always walk away for the cost of the deposit, when the other side can instead force completion through specific performance.

Getting the contract reviewed

A CPCV is a binding contract that can cost you tens of thousands of euros if a clause is missing or one-sided. Before you sign, have it reviewed by a Portuguese lawyer (advogado) or solicitor, especially if you do not read Portuguese fluently. They will check the Land Registry, confirm the property is free of charges, and make sure the deposit, deadline and conditions are written in your favour. A review costs little against the money at stake.

A good estate agent with a valid AMI licence, the licence issued by IMPIC (the Portuguese regulator for estate agency) that every legitimate agency must hold, will guide the timeline and coordinate with the lawyer and the bank. See how to choose an agent who supports you through to the deed. The contract itself remains a legal document. Do not rely on the agent's reassurance alone. Read every clause, or have someone read it for you.

The CPCV decides who controls the deal long before the deed. Pin down the deadline, insert a financing condition if you are borrowing, confirm the property is free of charges, and have a lawyer read every clause. Do that and the deposit protects you instead of catching you out.

This article was written with AI assistance and reviewed editorially by The Agent Trust. All cited sources are official and verifiable in the links above.