Invest in Portugal with confidence

If you are buying property in Portugal, there is a good chance the most important document you sign will not be the final deed.
It will be the CPCV — the Contrato-Promessa de Compra e Venda, or promissory contract of purchase and sale. This is the point at which the buyer and seller formally commit to the transaction, the deposit is usually paid, and the consequences of either side failing to complete begin to matter.
For international buyers, the CPCV can look deceptively familiar. There is a property, a price, a completion date and a signature. But the important part is not recognising those four things. It is understanding what has been agreed around them, what has already been checked, and what happens if something turns out to be wrong after you sign.

What the CPCV actually is
The CPCV is a binding preliminary contract between the buyer and seller. It sets out the terms on which they promise to complete the final purchase, usually by signing the public deed or authenticated private document at a later date.
It normally identifies the parties and the property, records the agreed price and deposit, sets a deadline or mechanism for completion, and establishes what happens if one side does not perform.
That makes it much more than a reservation form or an expression of interest.
Once the CPCV is signed and the deposit has been paid, walking away from the transaction may have financial consequences. The precise result depends on the contract and the circumstances, which is why the wording matters before the signature rather than after it.

Why the deposit clause matters
The deposit — commonly referred to as the sinal — is one of the clauses buyers tend to understand in principle and underestimate in practice.
A CPCV will usually state how much is being paid, when it is paid, how it is treated and what happens if the transaction does not complete.
The familiar rule is that a buyer who defaults may lose the deposit, while a seller who defaults may have to return twice its amount. But knowing that rule is not the same as knowing whether you are protected.
The important questions are what the contract defines as default, what conditions have been included, what deadlines apply and whether circumstances outside your control have been dealt with expressly.
If your purchase depends on financing, the sale of another property, a particular planning position or another condition, assuming that the contract automatically protects you is an expensive way to discover that it does not.

What should be checked before you sign
The safest time to discover a problem with a property is before you have contractually committed to buying it.
At a minimum, the documentation should allow you to establish who owns the property, whether its registered description corresponds to what is actually being sold, its tax registration, the relevant use or licensing position where applicable, and whether there are charges or other issues requiring attention.
For an apartment, condominium information may matter as well. For altered, extended or recently constructed property, the physical building and the paperwork deserve particularly careful comparison.
A document existing is not the same thing as the document confirming what you think it confirms.
This is why receiving a folder of PDFs from an estate agent is only the beginning of due diligence, not the end of it.

What happens when the property does not match the paperwork
One of the more uncomfortable discoveries in Portuguese property transactions is that what you viewed and what is legally documented are not always identical.
A terrace may have been enclosed. A room may have been added. A garage may be used as living space. The floor plan may not correspond exactly to the current property.
Some discrepancies are capable of being resolved. Others can affect financing, future works, resale or the timetable of the transaction.
The relevant question before signing the CPCV is therefore not simply whether the buyer likes the property. It is whether the buyer understands what legally exists, what physically exists, and whether any difference between the two has been addressed.
If something needs to be regularised, the CPCV is also where responsibility, timing and consequences can be dealt with rather than left to an informal promise that it will be sorted out later.

Buying off-plan requires a different kind of CPCV
When the property is still being built, there is less existing property to inspect and more future performance to define.
The contract may need to deal with specifications, plans, finishes, construction milestones, expected completion, permitted changes and what happens if the project is delayed.
Marketing images are useful for selling apartments. They are not a substitute for contractual specifications.
The same applies to completion dates. A projected delivery date and a contractual deadline are not necessarily the same thing.
For an off-plan buyer, the CPCV is doing more work because the final thing being purchased does not yet fully exist. The more that remains to happen after signature, the more important it becomes to understand exactly what the developer has promised to deliver.

Buying from abroad does not remove the checks
International buyers often complete much of the process remotely. That is normal, but distance can make a transaction feel more procedural than it really is.
A power of attorney can allow someone to act for you. A Portuguese NIF can be obtained. Funds can be transferred. Documents can be signed without the buyer being physically present for every step.
None of that changes the underlying transaction.
You still need to know what you are buying, who is selling it, what the CPCV commits you to, what conditions remain outstanding and where the purchase funds are coming from.
Banks, lawyers, notaries and other professionals involved in the transaction may also need information concerning identification and source of funds. Leaving those questions until immediately before completion can create delays that the CPCV timetable does not care about.

Six questions worth answering before you sign
First, does the person selling the property have the legal ability to sell it?
Second, do the registry, tax and other relevant documents describe the property you believe you are buying?
Third, are there any alterations, licensing issues, charges, condominium matters or other problems that need to be resolved?
Fourth, exactly how much are you paying as a deposit, and what happens to it if either party fails to complete?
Fifth, does your purchase depend on anything that needs to be written into the contract — financing, documentation, regularisation, construction or another condition?
And sixth, is the completion timetable realistic for everything that still has to happen?
Those questions are deliberately basic. If one of them does not have a clear answer, signing quickly does not make the uncertainty disappear. It simply moves it to the other side of a binding contract.

The checks should happen before the commitment
The CPCV is not the administrative step between choosing a property and buying it. It is one of the points at which the legal and financial risk of the transaction changes.
Before it, you can investigate, negotiate clauses, require documents and decide whether the transaction still makes sense.
After it, your options are governed by what you signed.
That is why our CPCV guide is organised around the practical sequence of a purchase: the documents to have on the table, the clauses worth reading twice, the issues that arise with deposits, planning, condominium matters and off-plan purchases, and the checks to make at each stage.
The objective is not to turn every buyer into a Portuguese property lawyer. It is to make sure you know which questions need answers before your signature and your money are already committed.
General information on Portuguese property transactions, current at the date of publication. Not legal advice, and no client relationship arises from reading this.

If you are buying property in Portugal, you will come across the letters AMI before long. They appear in small print on agency websites, on the window of the office, at the bottom of listing brochures, and eventually in the contract you sign. Most buyers register it as some kind of registration number and move on.
It is worth two minutes of your attention, because the AMI is the only quick, free, public check you can run on the business handling what is probably the largest purchase you will make in a foreign country. It is also routinely misread as meaning more than it does, which is the more useful half of this article.

What the AMI actually is
AMI stands for mediação imobiliária, real estate mediation. It is the licence that allows a business to act as an estate agent in Portugal, issued by IMPIC, the public body that regulates the sector. The governing rules sit in Decree-Law 211/2004, as amended over the years, particularly by Decree-Law 15/2013.
To hold one, an agency has to be a properly constituted business, hold professional civil liability insurance at a minimum level set by law, put up a security in the form of a bank guarantee or surety insurance, appoint a technical manager who meets requirements on good standing and training, and be clear of tax and social security debts. It is a real set of requirements, not a registration fee.

How to check it
Ask for the number and verify it on IMPIC’s public register at impic. pt rather than taking a website’s word for it. Agencies are required to display it, so asking is entirely normal and a functioning agency will give it to you in a sentence.
What you are looking for is that the licence exists, that it is current, and that the name on the register matches the company you are actually dealing with. That last point catches more than you would expect, because the brand on the door and the legal entity taking your money are not always the same thing, particularly with franchises.
If an agency is vague about the number, or gives you a name that does not match the register, you have learned something important very cheaply.

What the licence protects you against
Here is where it helps to be precise, because the protection is narrower than the reassurance.
The insurance and the security exist to cover loss caused by the agency in carrying on its own activity. If the agency mishandles your money, misrepresents the property, or fails in its professional duties, there is something behind it. That matters, because the alternative is a civil claim against a company that may have nothing in it.
There is also a regulator. If an agency behaves badly, you can complain to IMPIC, and an agency that wants to keep trading has a reason to care about that.
What the licence does not do is stand behind the seller. If the seller fails to complete, or the property turns out to have an unlicensed extension, or there are condominium debts nobody mentioned, the agency’s insurance is not the answer. Those risks are managed in the contract and in the checks you make before signing, which is what our CPCV guide is about.

Why a licensed agency does not mean a qualified agent
This is the part most international buyers find genuinely surprising, and it explains a lot about experiences people describe.
The licence belongs to the agency. The training requirement in the regime attaches to the agency’s technical manager, the person responsible for the business, rather than to every individual working under the licence. And in Portugal a great many agents are not employees at all. They work under collaboration contracts as self-employed professionals, paid on commission, operating under the agency’s AMI much as a subcontractor operates under a main contractor’s insurance.
So it is entirely possible for an agency to be fully compliant while the person walking you through an apartment has had no formal instruction in the work at all. Many are excellent, having learned the job properly over years. Some are three weeks into a career change. The licence does not distinguish between them, and it was never designed to.
This is not a reason to be suspicious of estate agents. It is a reason not to treat an agent’s document check as your document check, and not to assume that because someone is operating legally, they have read the land registry certificate they forwarded you.

Who your agent is actually working for
The other thing that rarely gets said out loud is that in most Portuguese transactions, the mediation contract is between the agency and the seller, and the seller pays the commission. As a buyer you may be treated very well, and the agent may be helpful, responsive and completely honest with you, and you are still not the person who instructed them.
That does not make anyone the enemy. It just means the person organising your viewing, chasing your documents and drafting your reservation has an interest in the sale completing, and you need someone in the process whose interest is in it completing safely. Sometimes that is a lawyer. Sometimes it is just you, reading carefully. It should be somebody.

Four questions worth asking early
Ask for the AMI number, and check it on the register. Ask whether the agent you are dealing with is an employee or working under a collaboration contract, which is a normal question and tells you how the agency is structured. Ask who the technical manager is, which almost nobody asks and which tells you whether there is a responsible professional behind the business. And ask directly who pays their commission and whether there is an exclusive mediation agreement with the seller.
A good agent answers all four without hesitating. The answers themselves matter less than how readily they come.

Where the number has to appear
Under article 40 of Decree-Law 15/2013, the agency’s AMI licence has to be identified in the contract. When you get to the promissory contract, the CPCV, check it is there and check it matches what you verified at the start.
That is also the point at which the rest of the checks stop being optional, because the CPCV is where the deposit is paid and where the consequences of the deal failing are decided. Our guide to the CPCV sets out the documents to have on the table, the clauses worth reading twice, and a due diligence checklist organised by stage.
The AMI check is a good first step. It tells you the business is real and regulated. Everything after that is a different kind of work, and it is worth knowing where the line falls before you are standing on the wrong side of it. Get the guide.
General information on the Portuguese real estate mediation regime, current at the date of publication. Not legal advice, and no client relationship arises from reading this.

Client and matter type:
A UK well-being and wearables startup. Corporate / M&A.

Background:
Was preparing to bring a well-being product to the UK market. The underlying technology had originated with an Australian start up company, and company was purchasing the startup outright, including the tech and the name itself. The result of this high pressure acquisition provided the company with an ability to enter a new market and secure a large contract

What we did:

1. Structured an acquisition that gave the right to use the name and the technology while keeping the founders invested in the venture.
2. Advised investors on the commercial shape of the deal so the terms held for the Australian counterparty and for company.
3. Looked after legacy shareholders equity transition over christmas period with tight deadlines and short-notice redrafts, alongside coordinating signings over three time zones
4. Performed due diligence, communication and project management across multiple languages and working cultures, leading the company to secure its footing on the market
5. Arranged the founders' consideration as equity and staged payouts rather than upfront cash, which preserved the company’s working capital.
6. Drafted Articles of Association suited to an early-stage company, and put in place employee guidelines and an equity arrangement for legacy staff.

Outcome:
The acquisition completed on terms that let commercialise the product while keeping the founders aligned through equity and deferred consideration.

Client and matter type:
Cross-border Series A+ startup / corporate dispute / directors' duties.

Background:
After the cross-border Series A+ startup entered the market, a former director advanced a set of claims against the company in connection with their departure. The matter also engaged the director’s own duties under sections 171 and 172 of the Companies Act 2006.

What we did:

• Reviewed each claim against the available facts, delivered bespoke documentation, mediated communications and applied available evidence.
• Advised the company on its position and on holding the exit to the agreed terms of termination.

Outcome:
In this matter, the claims were not supported by the facts and were dismissed on that basis, without the company incurring the asserted liability. The departure concluded on the agreed terms, avoiding around £45,000 of exposure.

Client and matter type:
Cross-border Series A+ startup. Commercial dispute / B2B.

Background:
A dispute arose over a payment a departing employee claimed in connection with a notice period. No signed contract set out the terms, and the parties had been operating on an assumption of continuity that had since lapsed. The individual held the bulk of the company’s product stock and conditioned its release on the disputed payment.
The company engaged an external service provider on a fixed three-month term. As the engagement ended, the provider demanded a notice-period payment the agreed terms did not support, and a shared event cost remained unresolved. Company stock and merchandise held by the provider also fell to be returned, leaving several threads to settle at once.

What we did:

• Reviewed the available facts and the basis for the claimed payment.
• Mediated with the individual and reached agreement on the original terms of engagement.

Outcome:
In this matter, the company recovered its product stock and resolved the claim on the original terms, avoiding around £20,000 of exposure.