Right of First Refusal in Portugal in 2026: A Practical Guide to the Direito de Preferência, the Thirty Days a Tenant Gets and the Eight Everyone Else Gets, the 15 Euro Notice That Clears the State, and the Six Months to Sue

You have found the flat, agreed the price, signed the promissory contract and booked the notary. Then the seller's lawyer mentions that the tenant on the second floor has to be told first, and that the council has to be asked as well, and that both of them could take the flat off you at exactly the price you agreed. Nobody is doing anything wrong. This is the direito de preferência, the right of first refusal, and Portuguese law hands it out to a longer list of people than most buyers and a surprising number of sellers realise.

It is not a right to block a sale, and it is not a right to negotiate. It is narrower and stranger than that: the holder of a preference right can step into the buyer's shoes on the terms the buyer already agreed, and take the property instead. The price does not change. The conditions do not change. Only the name on the deed does.

This guide sets out who holds these rights in Portugal in 2026, in what order, how long each one has to answer, what the seller has to send them, the 15 euro online notice that clears every public body out of the way in ten working days, and what happens when somebody is skipped: a six-month window to sue, and a requirement to put the entire purchase price on deposit within fifteen days of filing.

What a preference right actually is

The Código Civil (Civil Code) builds the whole apparatus out of one contractual idea and then extends it by statute. Article 414 defines the pacto de preferência as an agreement by which someone takes on the obligation to give another person preference in the sale of a particular thing. Articles 415 to 423 then set out the machinery: how the obligated party must communicate, how long the holder has to answer, what happens if the thing is sold bundled with others, and what happens if the buyer has promised something the preference holder cannot match.

That machinery is the important part, because Portuguese law then reaches into it repeatedly. Each of the statutory preference rights is written as a short provision that says who has the right, and then adds a line saying that articles 416 to 418 and 1410 apply "with the necessary adaptations". The result is that a co-owner, a tenant, a neighbouring farmer and the holder of a purely contractual promise all run on broadly the same rails, with different clocks.

Two things a preference right is not. It is not a right of veto: if the holder does not want to buy on the stated terms, the sale proceeds and the holder has no further say. And it is not a right to a discount: article 416 requires the seller to communicate "the sale project and the clauses of the respective contract", and the holder either matches those clauses or loses the right.

Who holds a legal preference right

The list below is the practical one for residential and rural property. It is not exhaustive: individual statutes create preference rights in specific sectors, and a private contract can create one anywhere.

Co-owners

Article 1409 gives the co-owner (comproprietário) a preference right where another co-owner sells or gives in payment their share to an outsider, and it says something stronger than that: the co-owner "has first place among the legal preference holders". If a property is held in undivided shares by three siblings and one sells to a stranger, the other two rank ahead of every other statutory claimant. Where two or more co-owners want to exercise, article 1409(3) splits the share between them in proportion to their existing shares rather than making them fight.

This is also the provision that catches inheritances that were never divided. A great many Portuguese properties sit in compropriedade for decades after a death, and every one of those co-owners is a preference holder the moment one of the others tries to sell out.

Co-heirs of an undivided estate

Article 2130 covers the adjacent case: where an inheritance share (quinhão hereditário) is sold or given in payment to an outsider, the other heirs have preference on the same terms as co-owners. The clock is different, though. Where notice has been given, article 2130(2) gives co-heirs two months rather than the general eight days.

Tenants

This is the one that most often surprises foreign buyers, because it can attach to a tenant they have never met. Article 1091(1)(a), in the wording given to it by Lei n.º 64/2018, de 29 de outubro, gives the tenant a preference right on the sale or dation in payment of the leased premises where the lease has been running for more than two years. Two years, not three: the threshold was cut.

The tenant's clock is also different, and generously so. Article 1091(4) requires the communication to be sent by registered letter with acknowledgement of receipt, and gives the tenant 30 days from receipt to answer, not eight.

Three further refinements matter in practice. Article 1091(3) ranks the tenant immediately above the landowner's right under article 1535. Article 1091(8) deals with the messy case of a residential tenant in a building that was never divided into frações autónomas: the tenant gets a preference right over the share of the building corresponding to the permillage of the leased part, at the proportional value, and acquires it with exclusive use of that part attached. And article 1091(9) lets several tenants in the same undivided building club together and take the whole building in co-ownership between them.

Article 1091(6) and (7) close a loophole. Where the property is sold bundled with others, the seller must state in the communication what price is being attributed to the leased premises specifically, and where the seller wants to insist that the preference cover the whole bundle, the communication must actually demonstrate the "appreciable prejudice" that would be caused by splitting it. Article 1091(7) says in terms that a contractual clause between seller and buyer saying the deal cannot be split is not, by itself, proof of that prejudice. Somebody had clearly been trying it.

Adjoining rural landowners

Article 1380 gives owners of neighbouring plots that are smaller than the unidade de cultura for their zone a reciprocal preference right when one of them is sold to somebody who is not an adjoining owner. The policy is consolidation: Portugal's rural land is fragmented into strips too small to farm economically, and the law nudges neighbours into buying each other out rather than letting the fragmentation harden.

Where several neighbours qualify, article 1380(2) gives the right first to the owner burdened with a right of way over a landlocked plot being sold, a rule that dovetails with the servidão de passagem regime we set out separately, and otherwise to whichever neighbour would end up closest to the unit of cultivation. Ties go to a bidding round between them, with the excess over the sale price going to the seller.

Article 1381 then removes the right in two situations that catch a lot of transactions: where one of the plots is a component part of an urban building or is destined for something other than cultivation, and where the sale covers a set of plots that, though scattered, form a family-type agricultural holding. If you are buying a rural plot to build on rather than to farm, the second limb of article 1381(a) is the provision your lawyer will be looking at.

The owner of the land under a right of superficie

Article 1535 gives the owner of the soil a preference right on the sale of the direito de superfície over it, and places that right "in last place". It is the residual entry in the ranking.

The State, the regions and the municipalities

Public preference rights sit outside the Civil Code and are the ones sellers most often forget, because they attach to the property rather than to any person the seller deals with. The main sources are:

• Classified heritage. Lei n.º 107/2001, de 8 de setembro, the Lei de Bases do Património Cultural (Framework Law on Cultural Heritage), gives the State through the Direção-Geral do Património Cultural (Directorate-General for Cultural Heritage), the autonomous regions and the municipalities a preference right, in that order, on the sale or dation in payment of property that is classified, in the process of being classified, or inside the protection zone of such a property. Article 37(2) is the operative provision.
• Urban rehabilitation areas. Article 58 of the Regime Jurídico da Reabilitação Urbana (Legal Regime for Urban Rehabilitation), Decreto-Lei n.º 307/2009, de 23 de outubro, gives the municipality a preference right over buildings inside a designated área de reabilitação urbana. Most Portuguese city centres are inside one.
• Planning instruments. Article 155 of the Regime Jurídico dos Instrumentos de Gestão Territorial (Legal Regime of Territorial Management Instruments), Decreto-Lei n.º 80/2015, de 14 de maio, creates preference rights tied to territorial plans.
• Shops of historic interest. Article 7(5) of Lei n.º 42/2017, de 1 de junho, attaches a preference right where the premises house an establishment or entity recognised as being of local historic, cultural or social interest, the regime commonly known as lojas com história.

Decreto-Lei n.º 862/76, de 22 de dezembro, still supplies the general framework for the Administration's preference in onerous transfers.

The ranking rule, and why contractual preference usually loses

Where several rights collide, the order matters more than the existence of any one of them. Article 1409(1) puts co-owners first among the legal preference holders. Article 1091(3) puts the tenant immediately above the article 1535 landowner. Article 2130 folds co-heirs into the co-owner rules.

Article 422 is the provision to read if your preference right came out of a contract rather than a statute, because it is blunt: a contractual preference right does not prevail against legal preference rights, and if it does not have eficácia real it also fails against a sale carried out in enforcement, bankruptcy, insolvency or analogous cases. A promise of first refusal written into a private agreement is worth what the other party's solvency is worth, unless it has been given real effect.

That upgrade is available. Article 421 lets the parties give a contractual preference right eficácia real where it concerns immovable property or registrable movables, provided the form and publicity requirements of article 413 are met, which in practice means a properly formalised instrument and registration. A registered preference right then behaves like a statutory one, including the right to go after the property in the hands of the third party who bought it. An unregistered one gives you a damages claim against your counterparty and nothing against the buyer.

The communication: what has to be sent, and how long the clock runs

Article 416(1) is the core obligation. Where the obligated party wants to sell, they must communicate to the holder of the right the sale project and the clauses of the contract. Not the fact of a sale. Not an invitation to make an offer. The project and the clauses: who the buyer is, what the price is, how it is being paid, and on what conditions.

Article 416(2) then sets the default clock at eight days from receipt, on pain of the right lapsing, unless a shorter period binds the holder or the obligated party grants a longer one. The variations that override that default are the ones set out above: 30 days for tenants under article 1091(4), by registered letter with acknowledgement of receipt; two months for co-heirs given notice under article 2130(2); ten working days for public bodies notified through the online route described below.

Silence is not neutral. A preference holder who receives a proper communication and says nothing loses the right by lapse. This cuts both ways: sellers who send a defective communication have not started the clock at all, and buyers who assume a defective communication was good enough are buying a six-month lawsuit.

The 15 euro notice that clears the State out of the way

Notifying every public body that might hold a preference right over a Portuguese property used to mean a separate application to the municipality, another to the heritage directorate, and a negative certificate from each. Since the Casa Pronta regime was built out under Decreto-Lei n.º 263-A/2007, de 23 de julho, and Portaria n.º 794-B/2007, de 23 de julho, there is a single electronic route.

The seller, or anyone acting for the seller including the estate agency, publishes an announcement of the essential elements of the sale on the Casa Pronta portal: who is applying, who the sellers are, who the buyers are, the identification and location of the property, the sale price and the expected date of the deal. Payment is by Multibanco. The Ministry of Justice service page, last updated on 12 August 2025, prices it at 15 euros.

Once the announcement is up, public entities have ten working days to say whether they intend to exercise. If nothing comes back, the sale proceeds. The announcement remains consultable for one year using the request number together with the applicant's or seller's tax number, which is how you check whether anything was flagged.

Two limits are worth stating plainly, because they are where the mistakes happen. First, the electronic announcement replaces notification of public entities only. The tenant, the co-owner and the neighbouring landowner must still be notified individually, in Civil Code terms, and no portal does that for you. Second, the announcement is what discharges the obligation, not a determination that the property was ever subject to a public preference right. The official guidance says as much: rather than checking each municipality's and the heritage directorate's lists to see whether your property is caught, you can simply publish the announcement and be relieved of having to confirm.

The announcement sits alongside, and is distinct from, the Casa Pronta counter itself, which handles the transaction.

Four traps written into the machinery

The bundled sale. Article 417(1) says that where the seller wants to sell the thing together with others for a global price, the preference can be exercised over that one thing at the price proportionally attributed to it. But it also lets the seller require that the preference cover all the rest, if those cannot be separated without appreciable prejudice. That balance is what article 1091(6) and (7) tighten for residential tenants. For everyone else it remains a real risk: a preference over a flat can become an obligation to buy a building.

The poison-pill side obligation. Article 418 deals with the buyer who promises the seller something the preference holder cannot provide. The general rule is that the accessory obligation is compensated in money; if it cannot be valued in money, the preference is excluded. But the article then removes the escape route: the preference is not excluded where it is legitimate to presume that the sale would have gone ahead without the stipulated obligation, or that it was agreed in order to defeat the preference. And article 418(2) says that where it was agreed to defeat the preference, the holder does not have to satisfy it even if it is capable of being valued in money.

Multiple holders of one right. Article 419(1) says that where a preference right belongs simultaneously to several holders, it can only be exercised by all of them together, though the right accrues to the rest if it lapses for one of them or one declares they will not exercise. Where the right belongs to several but is to be exercised by only one, article 419(2) opens a bidding round between them, with the excess going to the seller.

You cannot sell your preference right. Article 420 makes the right and the obligation of preference non-transmissible, in life or on death, unless the parties have stipulated otherwise. A preference right is not an asset you can trade to the person who actually wants the property.

What happens if you are skipped: six months, and the whole price on deposit

Article 1410 is the enforcement provision, and it applies to nearly all of these rights by cross-reference. A co-owner who is not given notice of the sale or dation in payment has the right to take the alienated share for themselves, on two conditions:

• the claim must be brought within six months of the date on which the holder learned of the essential elements of the transaction, not of the date of the sale; and
• the holder must deposit the price due within the fifteen days following the filing of the action.

The six months runs from knowledge, which protects a preference holder who genuinely never heard about the sale. The fifteen-day deposit is the harder condition, and it is the reason most theoretically valid preference claims are never brought. A tenant who was not notified about the sale of the building they live in has a real right to take it, and fifteen days from filing to put the full purchase price into court.

Article 1410(2) closes the obvious countermove. The preference right and the action are not prejudiced by the modification or unwinding of the sale, even where that results from a judicial confession or settlement. Buyer and seller cannot make the problem go away by tearing up the deed once they are sued.

The court fee for a declarative action of this kind is set by the value of the claim under Table I-A of the Regulamento das Custas Processuais (Procedural Costs Regulation), so an action over a Lisbon flat costs meaningfully more to start than one over a strip of farmland. But the deposit, not the fee, is the number that decides whether a claim is realistic.

What this means for you

If you are buying. Ask three questions before you sign anything: is the property tenanted, and for how long; is it held in undivided shares by more than one person; and is it inside an urban rehabilitation area, a heritage protection zone or a plan-designated area. Then ask to see the evidence that each preference holder was actually notified in article 416 terms, and the Casa Pronta announcement number. A promissory contract signed before those notices go out is not wrong, but it is exposed, and the exposure lasts six months from the day the skipped holder finds out. None of this affects the transaction taxes you will pay, which run on their own rules: see our guide to the IMT and stamp duty exemption for buyers under 35.

If you are selling. The 15 euro announcement is the cheapest risk transfer in a Portuguese conveyance and it should be routine. It does nothing for private preference holders, so budget separately for a registered letter with acknowledgement of receipt to every tenant of more than two years, every co-owner and, on rural land, every adjoining owner who might be under the unit of cultivation. Send the clauses, not a summary.

If you are a tenant. A lease of more than two years turns you into the person whose answer the sale is waiting on, and you have 30 days rather than eight. That is worth knowing even if you have no intention of buying, because a landlord who fails to notify you correctly has handed you a claim that survives the sale. Portugal's rental framework has been under active revision through 2026, so check the current wording of article 1091 before relying on a threshold.

If you own a share of an inherited property. You are first in the statutory queue under article 1409, ahead of the tenant and ahead of the municipality. If a sibling is selling to an outsider, that queue position is the one asset you have; the deposit rule in article 1410 is the reason to organise financing before, not after, the notice arrives.

If you own rural land. Check the unidade de cultura for your zone before assuming article 1380 applies, and check article 1381 before assuming it does not. A neighbouring plot destined for construction rather than cultivation, or a scattered set of plots forming one family holding, falls outside the right entirely.

If you live in a building held in propriedade horizontal. Preference rights and condominium obligations run on different tracks and are frequently confused. The rules on how a Portuguese building governs itself are set out in our guide to living in a condomínio; owning a fraction does not give you preference over your neighbour's fraction.

Where to start

For a seller, the sequence is: identify the private preference holders, send them article 416 communications with the full clauses by registered post with acknowledgement of receipt, publish the 15 euro Casa Pronta announcement for the public bodies, wait out the longest clock that applies, and keep the proof. For a buyer, the sequence is to ask for that proof and to treat its absence as a live six-month liability rather than paperwork. And for anyone who has just discovered that a property they had an interest in was sold without a word to them, the clock started on the day you learned the essential elements, and the money has to be in court fifteen days after you file.