The Contrato-Promessa de Compra e Venda (CPCV) in Portugal in 2026 — A Practical Guide to the Sinal Deposit, the Double-Back Penalty, Execução Específica, the Reconhecimento Presencial Rule and the Checks to Run Before the Escritura

Almost every property purchase in Portugal passes through a document most foreign buyers have never heard of before they arrive at the notary: the Contrato-Promessa de Compra e Venda (CPCV), or promissory purchase-and-sale contract. It is not the deed, and it is not a reservation form an estate agent hands you to hold a flat. It is a binding agreement that locks in the price, the terms and the timetable, and it carries real financial consequences if either side walks away. Understanding it is the single best protection a buyer has between offer and completion.

This guide explains what the CPCV does, how the sinal deposit and its penalties work, when a court can force a reluctant seller to complete, and the checks to run before you sign. It is general information, not legal advice — always have a Portuguese lawyer (advogado) or licensed conveyancer (solicitador) review your specific contract.

What the CPCV is — and why it exists

Portuguese property does not usually change hands in a single step. A gap of weeks or months typically separates the agreed sale from the final escritura pública (public deed) or its modern equivalent, the Casa Pronta one-stop compra e venda. During that gap the buyer arranges financing and runs due diligence, while the seller clears any charges on the property. The CPCV is what holds the deal together in the meantime.

The contract is governed by the Código Civil (Civil Code), principally articles 410 to 413, 441, 442 and 830. Signing one is not strictly compulsory, but skipping it leaves both parties exposed — there is nothing to stop a seller accepting a higher offer, or a buyer disappearing, right up to the deed. In practice, a CPCV is standard on almost every transaction, and essential when buying off-plan (compra na planta).

The sinal: your deposit and your leverage

The heart of the contract is the sinal — the deposit the buyer pays on signing. Under article 441 of the Civil Code, in a promise of purchase and sale any sum the buyer hands over is legally presumed to be sinal, not a simple part-payment. The amount is negotiable; 10% of the price is the common benchmark, though sellers of sought-after property often ask for 20% or 30%, sometimes in staged instalments as the completion date approaches.

The sinal is not just a good-faith gesture. It sets the penalty each side pays for pulling out, under article 442:

• If the buyer defaults — fails to complete without legal justification — the seller keeps the sinal. You lose your deposit.
• If the seller defaults — refuses to sell, or makes completion impossible — the seller must return double the sinal (the sinal em dobro). Pay €30,000 as a deposit and a defaulting seller owes you €60,000 back.
• Where the buyer has already taken possession (tradição da coisa), the wronged party can instead claim the increase in the property's value since the contract, as an alternative to the doubling rule — a route that matters most when prices have moved sharply.

Because the penalty runs both ways, the sinal is genuine leverage, not a one-sided risk. It is the reason the CPCV is worth insisting on rather than relying on a handshake.

Execução específica: forcing the sale

Sometimes a buyer does not want the penalty money — they want the house. Article 830 of the Civil Code provides execução específica (specific performance): if the other side defaults, you can ask a court for a ruling that produces the same legal effect as the promised contract, in effect completing the purchase over the defaulting party's objection.

For promises to buy a building or an autonomous fraction, the law leans strongly in the buyer's favour: specific performance is, in principle, available even where a sinal was paid, and it cannot simply be signed away in the small print unless the parties expressly and validly agree otherwise. Which remedy actually applies to your contract — the double-deposit penalty or a court-ordered sale — depends on its precise wording, which is exactly why a lawyer should draft or vet the execução-específica clause before you sign.

The form rules that keep the contract valid

A CPCV must be in writing (article 410/2). For a promise involving a building or a fraction of one, article 410/3 adds two protective formalities: the signatures must carry reconhecimento presencial (in-person certification of the signatures by a notary, lawyer or solicitador), and the certifying professional must confirm that the property holds a valid licença de utilização or construction licence.

If those formalities are missing, the contract is defective — but the law reserves the right to invoke that flaw to the buyer alone, and a seller cannot use it to escape the deal. Even so, do not treat the recognition step as optional: it is cheap protection, and it forces an early check that the property is legally habitable.

Eficácia real: protection against a double sale

An ordinary CPCV binds only the two parties to it. If a seller breaches it by selling to someone else, your remedy is a claim for the penalty or damages — not the house. To close that gap, article 413 lets the parties give the promise eficácia real (real efficacy), which makes it enforceable against third parties. Doing so requires the contract to be executed as a documento particular autenticado or deed and registered at the Registo Predial (Land Registry). It adds cost and formality, so it is most worth considering for high-value or long-dated purchases, or off-plan deals where completion is far off.

Before you sign: the due-diligence checklist

The weeks before the CPCV are when problems are cheapest to catch. Have your lawyer confirm:

• Ownership and charges — the Certidão Permanente do Registo Predial (permanent land-registry certificate) shows who legally owns the property and whether it carries mortgages, seizures or other burdens that must be lifted before completion.
• Tax and description — the Caderneta Predial (tax register document) confirms the property's fiscal identity and matches it to the registry.
• Legal habitability — a valid licença de utilização, plus the ficha técnica de habitação for newer builds and a current energy certificate (certificado energético).
• Debts that travel with the flat — outstanding condomínio (owners'-association) charges, which a new owner can inherit.
• The contract terms themselves — the exact price, the sinal and payment schedule, the deadline for the deed, who bears which costs, the penalty and specific-performance clauses, and any condition precedent (such as mortgage approval) that lets you withdraw without losing your deposit.

Pay the sinal by traceable bank transfer and keep the proof. Note that the transfer tax, IMT (Imposto Municipal sobre as Transmissões), and stamp duty (Imposto do Selo) generally fall due at the deed, not at the CPCV — but budget for them from the outset.

What this means for you

• Cash buyers: your main safeguard is due diligence before signing and a clear completion deadline. With no financing contingency, a missed deadline on your side puts the sinal at risk.
• Mortgage buyers: insist on a clause making completion conditional on loan approval, so a bank refusal returns your deposit rather than forfeiting it. Align the deed deadline with your lender's timeline.
• Off-plan buyers: the CPCV is your only real protection for months or years. Push for firm completion dates, penalties for developer delay, confirmation of licensing, and consider eficácia real to guard against the unit being resold.
• Non-residents: you will need a Portuguese NIF (tax number) before you can transact, and signing remotely means arranging a procuração (power of attorney) for your lawyer. Build in extra time for document recognition and apostilles from abroad.

The CPCV is where a Portuguese property purchase is really won or lost. By the time you reach the notary, the price, the penalties and your escape routes are already fixed. Spend your caution — and your legal budget — on this contract, not on the deed that merely finishes what it started.