Defence, Long-form
CPCV clause-by-clause - the 20 clauses that decide whether you lose your sinal
The Contrato de Promessa de Compra e Venda (CPCV) is the Portuguese promissory contract signed early in the buying process with a deposit, the sinal. It binds both sides before the escritura, so this is where your deposit is at stake: a missing financing contingency, a missing licensing contingency or an undisclosed condominium AL-veto can each cost you the sinal. Here is the 20-clause defence layer, in plain English.
Clause 1
Parties (outorgantes)
Full legal names, NIFs, marital status and regime. Unless the seller is married under separation of property, the sale needs the consent of both spouses; without it the other spouse can have it annulled (Civil Code arts. 1682.º-A and 1687.º).
Red flag: Verify spousal signature requirement with your lawyer - Portuguese community property rules are not optional.
Clause 2
Object (objecto)
Full description of the property: article numbers, freguesia, concelho, Registo Predial reference, Caderneta Predial reference, areas (gross, private, dependent).
Red flag: Check that the registry and the Caderneta match - reconcile any difference before signing.
Clause 3
Price (preço)
Declared price. This becomes the tax base for IMT and stamp duty. Under-declaration is tax fraud.
Red flag: Any verbal suggestion of two prices (declared + side cash) = walk immediately.
Clause 4
Sinal (deposit)
The amount is whatever the CPCV says; the law sets none. Legally distinct from a reservation fee. Paid to a safe IBAN belonging to the seller or their lawyer's client account.
Red flag: Reservation fees paid before CPCV must be explicitly recorded as part of (or separate from) the sinal in this clause.
Clause 5
Sinal consequences
Buyer walks → sinal forfeited. Seller walks → double sinal returned. Some CPCVs try to cap this asymmetrically - resist.
Red flag: The Civil Code default is forfeit or double (art. 442.º). A different arrangement must be expressly agreed, and a court can cut a manifestly excessive penalty (art. 812.º). Have your lawyer check any change.
Clause 6
Financing contingency
If you need a mortgage, the CPCV must condition completion on financing approval. Without this clause, a bank decline means you lose the sinal.
Red flag: Non-negotiable. Do not sign a CPCV without a financing-contingency clause if you need a mortgage.
Clause 7
Survey / inspection contingency
Rights to a technical survey and to walk (or renegotiate) if major issues are found. Not standard in Portugal. Add it.
Red flag: Without this clause, a structural problem found after signing is yours to pay for, with the sinal committed.
Clause 8
Licensing contingency
Completion conditioned on the seller producing a valid licença de utilização. Since 1 January 2024 the notary no longer checks the licence at the deed (DL 10/2024), but the CPCV signatures must still be recognised in person with a certificate that the licence exists (Civil Code art. 410.º n.º 3).
Red flag: Missing or wrong-use licence can block the escritura entirely.
Clause 9
Debt / lien-free warranty
Seller warrants no registered liens, no judicial seizures, no unpaid IMT/AIMI/condominium. Buyer's lawyer verifies against Certidão Permanente.
Red flag: Unpaid condominium dues stay with the seller unless you waive the debt statement from the condominium administrator at the deed (Civil Code art. 1424.º-A). Do not waive it.
Clause 10
Condominium status
Apartment-specific. Disclosure of any AL-veto clauses in the condominium regulation, pending works, reserve fund level, AGM minutes for last 3 years.
Red flag: Individual condominiums can ban AL even where the municipality allows - critical for AL investors.
Clause 11
Utilities transfer
Final meter readings at escritura; utility contracts transferable on that date.
Clause 12
Completion date
Set by agreement. Too short = insufficient due diligence. Too long = price change risk.
Clause 13
Possession date
Usually escritura. Earlier occupation requires a separate comodato clause with its own tax implications.
Clause 14
Insurance obligation
Fire insurance is compulsory for a flat in a building under horizontal property (Civil Code art. 1429.º); a lender sets its own insurance conditions. AL-liability rider if planned.
Clause 15
Fiscal representation (non-residents)
Non-residents outside the EU and EEA must appoint a Portuguese fiscal representative unless they sign up for electronic notifications from the tax office; for EU and EEA residents it is optional (Lei Geral Tributária art. 19.º).
Clause 16
Taxes and duties
Assignment of who pays what: IMT is buyer, stamp duty is buyer. By law the IMI for a year is owed by whoever owns the property on 31 December; any split for the year of sale is a matter for the CPCV.
Clause 17
Pre-existing obligations
Any existing tenancy, AL agreement, shared-ownership deals, leases over levada rights.
Clause 18
Penalties for delay
Who pays what if completion slips. Must be symmetric.
Clause 19
Jurisdiction and governing law
Portuguese law, Madeira regional courts. Non-Portuguese jurisdiction clauses are red flags.
Red flag: Never accept non-Portuguese jurisdiction or arbitration seated outside Portugal on a Madeira property CPCV.
Clause 20
Notary registration, dates, signatures
All signatures witnessed. Date of CPCV starts the completion clock. Original goes to the notary at escritura.