Real estate development lawyer
Incorporation registration, SPE structure, segregated patrimony, the purchase-commitment contract and the buyers' commission — on the developer's side. In person at Avenida Paulista or remotely.
5,0 · 18 Google reviewsReal estate development (incorporação imobiliária) is the legal regime for selling units before construction (Law 4.591/1964): the development requires registration at the Real Estate Registry, the purchase commitment is the standard contract, and the segregated patrimony can isolate the development from the developer's general risk (Law 10.931/2004).
The legal structure of the development.
- Incorporation registrationThe development's registration at the Real Estate Registry: documentation, approval, condominium bylaws and the record that authorizes off-plan sales.
- SPE and corporate structureA special-purpose entity per development: formation, participations and the shield between projects.
- Segregated patrimonyIsolating the development from the developer's general risk (Law 10.931/2004): election, registration and management of the regime.
- Purchase-commitment contractThe standard contract for off-plan sales: buyers' commission, price table, penalties and what survives the buyer's review action.
- Buyers' commissionInstallation, functioning and the intermediation between developer and purchasers during construction.
- Buyer's sideThe purchaser harmed by delay or defect is covered on the developer-defense page.
- Regularization and deliveryConstruction registration, condominium constitution, occupancy certificate and the development's formal closing.
Segregated patrimony and registration are what make off-plan sales safe.
The incorporation registration is the milestone that authorizes sales: without it, the purchase commitment is irregular and the developer is exposed to sanctions and mass rescission. The documentation — approval, condominium bylaws, descriptive memorial — must be complete before any unit is marketed.
The segregated patrimony is Law 10.931/2004's innovation: the developer may allocate the development to a separate patrimony that only answers for its obligations — construction completes even if the parent company fails. It is the mechanism that gives the buyer security and the project credibility.
The purchase-commitment contract is what the buyer reviews — and what the review action attacks when badly drafted: an abusive grace-period clause, disproportionate penalty, delivery term without tolerance, badly written adjustment. The developer's contract must protect without overreaching — the abusive clause is void and costly.
The buyers' commission is the mandatory bridge during construction: it represents purchasers, inspects and intermediates. The developer who installs and feeds it correctly reduces litigation; the one who treats it as a formality loses the main dialogue channel with buyers.
How we run the case.
- Structure the developmentSPE, segregated patrimony and the corporate design that isolates the project.
- Register the incorporationComplete documentation and registration at the Registry — the milestone that authorizes sales.
- Contract the salesPurchase commitment, price table and clauses that protect without abusing.
- Install the buyers' commissionThe mandatory intermediation between developer and purchasers.
- Deliver and registerOccupancy certificate, construction registration and condominium constitution.
What to bring to the first conversation.
Documents that speed up the review
Incorporation is documentary: approved project, condominium bylaws and memorial are the registration's basis.
- Municipally approved project
- Land title registration
- Developer's and SPE's documents
- Condominium convention and house rules
- Incorporation memorial and descriptive statement
- Sales table and contract template
- Financing documents, if any
- Development permits and licenses
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. · GoogleTranslations of real 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, family and probate practice. Straight to the point, no legalese.
Meet Letícia MarquesCommon questions.
What is segregated patrimony?
The regime that separates the development's patrimony from the developer's general risk (Law 10.931/2004): allocated assets only answer for the project's obligations — construction completes even if the company has problems in other businesses.
Can the developer sell before registering the incorporation?
No — registration at the Real Estate Registry is the milestone that authorizes off-plan sales. Earlier sales are irregular and expose the developer to sanctions and mass rescission.
Is the buyers' commission mandatory?
Yes — Law 4.591/1964 provides for installing the purchasers' commission when required by law or convened by the developer. It is the official intermediation during construction and reduces litigation.
Can the purchase commitment be reviewed?
Yes — abusive clauses, excessive grace period, disproportionate penalty or badly drafted adjustment are targets of the buyer's review action. A well-designed contract protects the developer without creating vulnerability.
What is an SPE in development?
A special-purpose entity: the legal entity created solely for that development. It isolates risk between projects and is the usual structure for developments of scale.
Can the buyer withdraw from an off-plan purchase?
Yes — with the consequences in the commitment (proportional penalty) and consumer law. The contract must balance the developer's protection with the purchaser's rights to survive review.
Is the development structured — or is registration pending?
Send the project and available documentation: we assess the structure, registration and standard contract, with a written proposal.