The promissory contract and deposit in Portugal in 2026: what the law says and what happens if someone pulls out

The promissory contract for purchase and sale (contrato-promessa de compra e venda, or CPCV) is the agreement in which buyer and seller commit to sign the deed later, at an agreed price and within agreed deadlines. It is where the deposit (sinal) is paid, and it decides what happens if either party pulls out. Signing a badly drafted promissory contract is one of the most common ways to lose money when buying a home in Portugal, and it is nearly always avoidable by reading it carefully before you sign.

This guide explains the Civil Code rules in force in November 2026.

Summary

Topic	Rule
Form	Written document, signed by both parties
Signatures	Certified in person, when it concerns a building or an apartment
Deposit	Any money the buyer pays is presumed to be a deposit
Amount	Free, agreed between the parties
Buyer pulls out	Loses the deposit
Seller pulls out	Pays the deposit back double
Alternative	Specific performance: a court completes the sale in place of the defaulting party
Home handed over before completion	IMT may be due at once, except for a permanent home

What the promissory contract is for

There are almost always weeks or months between agreeing a price and completion. The buyer needs time for the mortgage and the bank valuation, the seller needs to gather documents and, where relevant, arrange the release of their own mortgage, and pre-emption rights have to be respected. The promissory contract puts all of this in writing and protects both parties in the meantime.

The law does not require a promissory contract. But without one, neither party has any assurance that the other will perform, and the buyer has no safe way to pay money before completion.

Form: in writing, with certified signatures

Article 410 of the Civil Code says that a promise to enter into a contract the law requires in writing, such as the sale of property, is only valid if it is in a document signed by the parties who commit to it. In a two-way promissory contract, which is the usual kind, both sign.

When the promise concerns a building or an apartment (fração autónoma), whether completed, under construction or yet to be built, the document must also include:

• certification of the signatures in person, for example by a notary, lawyer or solicitor;
• confirmation, by whoever certifies the signatures, that the occupancy licence or building licence exists.

These requirements mainly protect the buyer. That is why the law says the seller can only rely on them being missing if the buyer caused the omission through their own fault.

The licence requirement after Simplex

The Simplex reform for planning and building (Decree-Law 10/2024) stopped requiring the occupancy licence at completion, but did not change the wording of article 410. Since then, lawyers and courts have debated whether confirming the licence in the promissory contract is still required. In a judgment of 27 January 2026, the Coimbra Court of Appeal held that this confirmation has been replaced by the duty to inform created by Simplex. It is one court’s decision, not a general rule.

Certifying the signatures in person is still required. In practice, ask whoever certifies them how they handle the licence point, and always state the planning status of the home in the contract, as it will have to appear in the deed.

The deposit

In a promissory contract for a sale, the law presumes that any money the buyer pays the seller is a deposit, even if the contract calls it an advance or part payment (article 441). If the sale goes ahead, the deposit is deducted from the price at completion.

The law does not set an amount: it is agreed between the parties. A larger deposit gives the seller more security, but raises the buyer’s risk if they cannot go ahead.

Who pulls out and what happens

Article 442 sets out what happens when one party fails to perform for a reason attributable to them:

Situation	Consequence
The buyer pulls out or fails to perform	The seller may keep the deposit
The seller pulls out or fails to perform	The buyer may claim double the deposit
The seller fails to perform and the home has already been handed to the buyer	Instead of double, the buyer may claim the increase in the home’s value since the contract, plus the deposit and any part of the price paid
Either party fails to perform	The other may seek specific performance instead of the deposit

Unless the contract says otherwise, losing the deposit or paying it back double is the full compensation: no further damages are due for the failure to perform.

Worked example

The figures are for illustration only. A home promised for sale at €300,000, with a deposit of €30,000:

• If the buyer pulls out without good reason, the seller keeps the €30,000.
• If the seller pulls out without good reason, they must pay the buyer €60,000: the €30,000 received plus another €30,000.
• If all goes well, the buyer pays the remaining €270,000 at completion.

Delay is not the same as pulling out

Missing the completion date does not, on its own, entitle the other party to keep the deposit or claim double. Courts distinguish between delay (mora) and definitive breach. Under article 808 of the Civil Code, delay becomes definitive breach when the party that kept its word loses interest in the deal, or when the other party fails to perform within a reasonable additional deadline set for them.

So when the other side misses the completion date, the usual step is to notify them in writing, with a new date and a warning that, if they do not attend, the contract will be treated as definitively breached. Do this with a lawyer’s help, because the details matter.

Specific performance

Instead of keeping the deposit or claiming double, the party that kept its word can ask a court for a judgment that has the effect of the defaulting party’s signature, in other words one that completes the sale they refused to sign (article 830).

As a rule, when a deposit is paid, the parties are presumed to have excluded this option. But in promises to buy and sell buildings and apartments, those covered by article 410(3), specific performance cannot be excluded. For a home buyer this means that, if the seller pulls out, you can claim the home itself and not just the money.

Handing over the home before completion

Sometimes the seller gives the buyer the keys before completion, for example so that works can start. This handover (tradição) has consequences:

• Right of retention. If the seller fails to perform, a buyer who already has the home can keep it until paid what they are owed (article 755).
• Increase in value. As shown above, it gives the buyer the option of claiming the increase in the home’s value instead of double the deposit.
• IMT. The IMT Code treats a promise to buy, combined with handing the home over to the buyer, as a transfer. The exception is a promise to buy a home as the buyer’s own permanent residence, provided the contract does not allow the buyer to assign their position to someone else and none of the other situations in the law apply.

Before taking the keys, check with your accountant whether IMT is due at that point. And insure the home, because you will be using it before you own it.

Assigning the contract to someone else

The buyer may want to pass the promissory contract to someone else, such as their own company. That requires the seller’s agreement, which can be built into the contract from the start. Mind the tax cost: under the IMT Code, a promissory contract that allows the buyer to assign their position to a third party, and the assignment itself, are treated as transfers for IMT purposes.

Registering the promise (eficácia real)

As a rule, a promissory contract binds only the two parties. If the seller sells the home to someone else, the buyer is entitled to double the deposit, but not to the home. To prevent this, the parties can give the promise effect against third parties (eficácia real): they state this expressly, sign it as a public deed or authenticated private document, and register it (article 413). A registered promise prevails over a later sale to someone else. It is less common because it costs more, but it makes sense when the time to completion is long.

If one of the parties dies

Rights and obligations under the promissory contract that are not strictly personal pass to the heirs (article 412). If the seller dies before completion, the heirs are bound to sell on the same terms.

What the promissory contract should include

Besides identifying the parties and the home (tax registration number, land registry description and licence, if there is one), we recommend that the contract covers:

1. Price, deposit and any top-ups, with dates and method of payment.
2. Deadline for completion and who books it, with how much notice and where.
3. Mortgage condition, if the buyer needs a loan: the deadline for approval, how refusal is proved and the return of the deposit in that case.
4. Free of charges: the seller’s commitment to clear mortgages and attachments by completion.
5. Condition of the home and what stays: furniture, appliances and the state in which it is handed over.
6. Costs until completion: condominium fees and any adjustments agreed between the parties, such as the year’s IMI.
7. Planning status: licences, works carried out and what the seller declares about them.
8. Notices: postal and email addresses for communications between the parties.

If the home is let, or anyone else has a pre-emption right, the contract should make the sale conditional on none of them exercising it. Our guide to selling property with a mortgage covers the timing with the seller’s bank.

Before you sign

• Ask for the land registry certificate (certidão permanente) and the tax record (caderneta predial), and check who owns the home and whether there are mortgages or attachments.
• Make sure all the owners sign. If the home belongs to a couple or to heirs, one missing signature can block the sale.
• Read the deposit clause and the mortgage condition as closely as you read the price.
• Work out the full cost of buying before paying the deposit. Our guide to the cost of buying property in Portugal brings together the taxes and completion costs.

How we help

When we sell with you, we handle the promissory contract, the buyer’s mortgage, the mortgage release, pre-emption rights and completion. Find out more on our selling page.

This guide is general information, not legal advice. Every promissory contract has its own clauses: before you sign, or if the other party fails to perform, speak to a lawyer or solicitor.