How to Draft a Purchase & Sale Agreement for Real Estate in Brazil

A purchase and sale agreement sets out the buyer’s and seller’s commitments before the transfer of ownership. Signing it does not make you the registered owner. It can still bind you to complete the purchase. This page explains the agreement often called a promessa or compromisso de compra e venda; the deed and registration are separate steps.

Reviewed by Luciano Oliveira, Esq., LL.M. · October 2026

The Purchase & Sale Agreement document addresses not only price and terms of sale, but also the timeline for the transaction and each side’s responsibilities. Contracts will almost always be drafted in Portuguese and local currency although they can be translated so you understand the content.

1. Start with a reviewed draft, not an unchecked template

You may consider using a Purchase & Sale Agreement provided by the seller’s realtor as a starting point. Have a lawyer review it to ensure it is reasonably fair and not too one-sided. For more complex purchases, you may want your lawyer to draft the initial Purchase & Sale Agreement since this would give you the flexibility to address most of your needs and also bring you better protection against common risks of buying real estate in Brazil. The price alone does not tell you how complicated the legal issues are.

• If the seller is willing to draft one (usually the real estate agency will do), this could save you money on initial drafting, although legal review and changes still cost money. Having a lawyer review the seller’s draft agreement is advisable since it may favor the seller.
• For complex acquisitions, you may want to consider paying a lawyer to draft the initial version according to your specific needs.

2. Set deadlines you can realistically meet

Agree enough time between the signature of the agreement and the closing. There is no single 60-day minimum that fits every purchase. You should have enough time for all the checks on the seller and the property and, equally important, for you to have the balance of the funds successfully transferred to Brazil. Complete key checks before signing or paying. If checks remain, have your lawyer state what must happen before you are required to proceed.

Drafting and review time depend on the documents, legal issues, and negotiations. A simple draft may take a few days; a complex purchase can take longer. Agree a realistic timetable with your lawyer rather than treating a 2–3 or 5–10 day estimate as a promise.

Do not let pressure replace proper checks

Never allow a realtor to rush you. You may be told that you will lose the property if you don’t act soon or that another interested party is ready to place a bid. That may be true, but it is not a reason to accept unclear terms or skip legal checks. Ask for time to review the actual draft. Be ready to let the opportunity go if the seller will not allow a reasonable review.

3. Main terms to check in the agreement

Who is buying and selling?

Every purchase and sale agreement begins by clearly identifying both the seller and the buyer. For foreign citizens, this typically involves providing passport details, proof of residence, and a Cadastro de Pessoas Físicas (CPF), the Brazilian tax number. For Brazilian residents, standard identification and proof of ownership are essential.

Check all owners, marital status, any required spouse’s consent, and the authority of anyone signing for another person or a company.

Especially for foreign buyers, retain an independent licensed Brazilian lawyer. Have them explain the terms before you agree, not just translate the words.

What exactly is included in the sale?

The agreement must contain a clear and accurate description of the property, including its exact location, land size, built-up area, boundary details, and any other relevant details. This helps avoid confusion about what’s being bought or sold. Identify parking spaces, storage, furniture, and other items included in the price.

Before finalizing the description, check the current matrícula (official property record) from the responsible property registry to confirm the description matches public records. This can help in avoiding potential disputes in the future.

How much will you pay, and when?

Based on negotiations, the agreed-upon price should be clearly stated in the agreement. This includes any deposit or “sinal” to be made upfront and the balance payment’s schedule and method. Also agree who pays brokerage fees, taxes, deed and registration fees, and charges for transferring money.

Clarity on currency and exchange: It’s essential to note which currency the transaction will occur in and if the payment is based on a specific exchange rate. This can prevent misunderstandings and potential financial disputes later. Have your lawyer confirm that the payment and currency terms are lawful.

If the price is fixed in Brazilian reais, a weaker home currency can increase your cost without changing what the seller is owed. Confirm exchange costs and bank timing before promising payment dates.

What debts, restrictions, or repairs need attention?

The agreement should clearly specify if there are any existing mortgages, court restrictions, or other claims on the property. If present, how and when they will be cleared before the sale concludes should be clearly outlined. A promise to clear a problem is not proof that it has been cleared.

Whether the property is being sold ‘as is’ or if there are specific repairs the seller must complete before the sale should be explicitly mentioned. This helps in setting clear expectations for both parties. Arrange a suitable physical inspection before accepting the condition of the property.

What must happen before you have to proceed?

These are conditions that must be met before the sale can go through, such as a satisfactory property inspection by the buyer or the approval of a mortgage application. Both parties must agree on these conditions, and the agreement should say when and how they will be checked.

The agreement should also explain what happens if the conditions aren’t met. This could include the return of the “sinal” (deposit). A failed condition is not automatically a broken promise. State who checks the result, the deadline, and whether the buyer may stop with a refund. Do not rely on a verbal assurance that “you can cancel later.”

When will you sign, pay, and receive the keys?

The closing date needs to be explicitly mentioned to ensure both parties can make the necessary preparations. Agree the order of signing and payment with your lawyer. Signing the deed and registering ownership are different steps. In a normal property sale, ownership transfers when the transfer document is registered at the Registro de Imóveis (property registry).

There should be an agreed date when the buyer takes possession of the property. Any agreements about the property’s state at the time of possession (like repairs or removal of specific fixtures) need to be in the agreement. State whether the property must be vacant, how tenants will be handled, and who pays condominium fees, property taxes, and utilities up to handover.

4. Additional safeguards to discuss with your lawyer

Depending on the specifics of the real estate transaction, other clauses may be needed. The following points can make the transactions safer from a buyer’s perspective. They should fit the actual purchase; adding standard wording alone does not remove the risk.

Written promises from the seller

In this clause, the seller would typically confirm that they are the legitimate owner of the property, that the property has no undisclosed debts, restrictions, or claims, and that all provided property details are accurate and genuine. This gives a written record of what the seller has promised, so your lawyer can address any differences.

Verify the promises against documents. A seller’s signature does not prove that the property is free of problems or replace checks on the seller and property.

Verified payment accounts

The agreement should say that payments related to the property’s purchase will be made to a specific bank account in the seller’s name. This helps reduce confusion regarding payment and the risk of fraud. Where there are several sellers or a lender to repay, your lawyer should document the agreed split and recipients.

Verify account details through a trusted contact before each transfer. Do not act on a last-minute change of bank details without checking it independently.

A workable plan for money arriving from abroad

For international transactions, the transfer of funds can be complex. Agree how payments will be processed through an institution authorized to handle the currency exchange, including the rate or how it is set, fees, documents, and timing. It also helps in providing a clear trail of the transaction for both parties.

Ask the chosen institution what documents it needs from the buyer and seller before fixing payment dates. It may request tax returns or other evidence, depending on its checks and the transaction. A seller’s tax return is not a universal requirement for every transfer. The agreement should require cooperation with lawful bank requests and address delays.

A clear plan for the deed and registration

The Tabelionato de Notas (notary’s office) prepares the public deed where one is required. The Registro de Imóveis (property registry) records the transfer of ownership. These are different functions. Your lawyer should confirm the right transfer document, where and how it will be signed, and who will submit it for registration.

The signing location alone does not protect the buyer or complete registration. Request the deed draft early and compare it with the final version presented for signature. Watch for wording saying you accept documents as presented or waive seller certificates. Do not acknowledge checks that have not been completed; pause for your lawyer to review any last-minute change.

Electronic signatures that fit the document

For buyers and sellers in different locations, the agreement can provide for the purchase agreement to be signed using a recognized electronic certificate. Other electronic signing methods can also be valid, depending on the circumstances. Have your lawyer confirm the method, identity checks, and any witness or registry requirements. Signing a private agreement online does not replace the separate formalities for a public deed.

Before signing, have your lawyer explain what happens if either side misses a deadline, fails to pay, or refuses to complete the sale. Agree any notice and time to fix the problem, refund rules, and penalties. Do not assume that losing the deposit is the most you could owe. Developer and off-plan contracts may have different cancellation rules.

Watch: Purchase agreements in Brazil

Use this video as an introduction alongside the updated guidance above. Have your lawyer confirm which points apply to your transaction.

Related steps in the buying guide

To learn more about purchasing real estate in Brazil, check our How to Buy Properties in Brazil guide.

Learn about the advantages of buying real estate in Brazil in our Why Buying Real Estate in Brazil guide. Explore locations using our Know Where to Buy Real Estate in Brazil guide.

Before you sign

This content is intended for general information purposes only and does not constitute legal advice. For legal issues or decisions of any kind, the reader should retain and consult legal counsel. You should not act or rely on the information on this website without first seeking the advice of an attorney. Have a licensed Brazilian lawyer review your agreement and explain your commitments before you sign or pay.

Legal sources

Sources checked October 15, 2026: Brazilian Civil Code, including articles 108, 417–420, 462–465 and 1,245 (deeds, deposits, preliminary agreements and ownership registration); MP 2.200-2, article 10 (electronic signatures); and Central Bank guidance on currency-exchange documents. Your lawyer should check the rules for your particular purchase.