Property purchase agreement lawyer and due diligence in Brazil
We check the property and the seller, draft or review the contract, and see the purchase through to deed and registration. For buyers in Brazil or based abroad.
5,0 · 18 Google reviewsSigning the contract does not make anyone an owner. In Brazil, ownership passes on registration of the transfer deed at the Land Registry, and until the title is registered the seller is still treated as the owner (Civil Code, art. 1.245 and §1). The contract does two jobs: it makes the deed and the registration happen, and it allocates the risk if they do not.
What we review before you sign.
- Who is selling, and whether they canTitle on the register, marital status, powers of attorney and heirs involved.
- Searches on the property and the sellerEncumbrances, litigation and arrears — the stage that reveals attachments, usufructs and the risk of a transfer being set aside. See which searches to run.
- Deposit and earnest moneyWe settle whether the deposit is confirmatory or penitential — which changes everything if either side pulls out (Civil Code, arts. 417 to 420).
- Withdrawal clauseWhere a right of withdrawal is agreed, the deposit is the whole compensation and nothing more can be claimed (art. 420). Without it, the injured party can pursue the excess loss (art. 419).
- Conditions and deadlinesFinancing approval as a condition, the deadline for the deed, who pays transfer tax, handover and inspection.
- Protection against surprisesLiability for eviction of title and hidden defects, penalties for breach, and retention of price until charges are cleared.
- Deed and registrationWe see it through until the register shows your name — the moment the purchase is complete.
What changes for a foreign buyer.
- Buyer documentsA foreign buyer normally needs a Brazilian tax number (CPF). Civil-status and corporate documents issued abroad may require an apostille or legalization and a sworn translation in Brazil.
- Remote representationIf you will not attend in Brazil, we define the powers needed for the deed and registration and review whether the power of attorney meets Brazilian formalities.
- Property and seller due diligenceWe obtain and read the land register and the relevant searches on the property and seller before funds are committed or a deposit becomes difficult to recover.
- Restrictions checked earlyUrban property follows the ordinary purchase route; rural property and assets in restricted areas require a separate eligibility review before signing.
- Contract, deed and registrationThe contract records the commercial terms, but ownership passes only when the deed or eligible instrument is registered at the Land Registry.
- Costs and payment sequenceWe map the contractual payment schedule against transfer tax, notarial and registration steps, so money and documents move in the right order.
Tax, exchange-control and financing questions may require advice from the buyer's accountant, bank or other licensed adviser. We coordinate the legal documents and property-registration steps within the scope agreed for the transaction.
Deposit, eviction of title and hidden defects.
Earnest money (arras): It depends on the contract, the reason for leaving and the applicable regime. If the payer defaults, the other party may terminate and retain the earnest money; if the recipient defaults, the payer may claim it back plus an equivalent amount and the additions under art. 418. Without an agreed withdrawal right, additional loss must be proved (art. 419). With that right, forfeiture or return plus the equivalent is the sole compensation (art. 420). Special consumer rules may affect the analysis.
Eviction of title (evicção): A claim signals a risk; eviction of title requires loss of the property because of a third party's prior right. In contracts for value, arts. 447 and 450 govern the seller's liability. An express clause may vary the guarantee (art. 448), but exclusion does not bar recovery of the price if the buyer was unaware of the risk or did not assume it when informed (art. 449); the limits in art. 457 must also be considered.
Hidden defects: Check the dates immediately. For a property defect discoverable only later, art. 445(1), as interpreted by the STJ in REsp 1.095.882/SP, distinguishes one year after delivery for the defect to emerge and one year from discovery to seek rescission or a price reduction. Prior possession, contractual warranties and consumer relationships require assessment of their specific rules.
Two boundaries help place your case. If the seller is a developer and you want out, a different rulebook applies — see rescinding a property purchase. If you have paid in full and the seller will not execute the deed, the route is compulsory adjudication.
How we run the transaction.
- Land register and searchesWe read the whole register entry, first record to last, and cross-check it against searches on the seller.
- Structuring the dealPrice, deposit, payment schedule, conditions and what happens if each fails.
- Drafting or reviewing the contractWe draft the instrument or mark up the agency's version, every change explained in writing.
- Public deedUnless a statutory exception applies, a public deed is required for transactions affecting rights in rem over property worth more than thirty times Brazil's current minimum wage (art. 108). We attend the signing.
- RegistrationOnly registration transfers ownership. We follow it through until the register shows your name.
What to bring to the first conversation.
Documents that speed up the review
With the register entry and the draft, we can flag what has to change before signature.
- Current land register extract
- Draft contract or offer letter
- Seller's identity and marital status
- Certificate of encumbrances
- Property tax and service charge clearance
- Proof of any deposit already paid
- Mortgage offer or funding confirmation
- Survey report, if any
Case review and a written proposal before any step is taken. Informational content under Brazilian Bar Association Rule 205/2021 — it does not replace an assessment of your case.
What clients say on Google.
“From the very start I was looked after exceptionally. The team is attentive and explains every step.”
Amanda M. · Google“Excellent, highly qualified professionals. I highlight the professionalism, the service and the honesty.”
Rita G. · Google“Very polite, patient, always with precise, accurate answers. I recommend them with no reservations!”
Thais T. · GoogleReal client reviews published on Google.
Who leads this area.
Founding partner at Falchet e Marques (OAB/SP 428.777). Postgraduate in Real Estate Law (PUC/SP) and Succession Law (PUC-Campinas), she leads the real estate practice and probate matters. She explains every step before the client decides.
Meet Letícia MarquesCommon questions.
Do I need a public deed, or is a private contract enough?
Unless a statutory exception applies, a public deed is required for transactions affecting rights in rem over property worth more than thirty times Brazil's current minimum wage (Civil Code, art. 108). Certain financing instruments can replace it, but registration of the eligible instrument is still required to transfer ownership by purchase.
I signed the contract and paid. Am I the owner?
Not yet. Ownership passes on registration of the title, and until then the seller is still treated as the owner (art. 1.245 and §1). That is why the contract must fix a deadline for the deed, say who files for registration and state what happens if it is late.
I pulled out of the purchase. Do I lose the whole deposit?
It depends on the contract, the reason for leaving and the applicable regime. If the payer defaults, the other party may terminate and retain the earnest money; if the recipient defaults, the payer may claim it back plus an equivalent amount and the additions under art. 418. Without an agreed withdrawal right, additional loss must be proved (art. 419). With that right, forfeiture or return plus the equivalent is the sole compensation (art. 420). Special consumer rules may affect the analysis.
What if a third party later claims the property?
A claim signals a risk; eviction of title requires loss of the property because of a third party's prior right. In contracts for value, arts. 447 and 450 govern the seller's liability. An express clause may vary the guarantee (art. 448), but exclusion does not bar recovery of the price if the buyer was unaware of the risk or did not assume it when informed (art. 449); the limits in art. 457 must also be considered.
I found a hidden defect after moving in. Is there still time?
Check the dates immediately. For a property defect discoverable only later, art. 445(1), as interpreted by the STJ in REsp 1.095.882/SP, distinguishes one year after delivery for the defect to emerge and one year from discovery to seek rescission or a price reduction. Prior possession, contractual warranties and consumer relationships require assessment of their specific rules.
What does advice on a purchase cost?
Fees are agreed in writing before any step is taken and vary with the scope — register and search review, drafting, or supervision to registration. Notarial fees and transfer tax are paid directly by you, and estimated in the proposal.
Do you act for buyers based abroad?
Yes, including buyers outside São Paulo and abroad. We work remotely and with correspondents under our direction. Deeds must comply with notarial rules, including territorial competence for electronic acts. Foreign powers of attorney require applicable formalities, such as an apostille or legalization and sworn translation where necessary. Registration belongs to the registry for the property's location. Rural property and restricted areas require a separate eligibility review.
Do you already have the draft?
Send the contract and the register extract before you sign. We will set out what has to change and which risk each clause shifts onto you, with a proposal in writing.