Purchase agreement and deposit (sinal, arras) in Brazil

The preliminary contract

Art. 462 says the preliminary contract “exceto quanto à forma, deve conter todos os requisitos essenciais ao contrato a ser celebrado” (apart from form, must contain all the essential elements of the contract to be made). For a sale, those elements are the property, the price and the terms. Art. 463 adds that, once concluded with those elements and with no regret clause, “qualquer das partes terá o direito de exigir a celebração do definitivo, assinando prazo à outra” (either party may demand the final contract, setting the other a deadline). If the time runs out, art. 464 lets the judge, at the request of the interested party, supply the will of the defaulting party and give the preliminary contract its final character, unless the nature of the obligation prevents it. The sole paragraph of art. 463 says the preliminary contract “deverá ser levado ao registro competente” (should be taken to the competent registry).

Registration is what turns the buyer’s contract right into a real right. Art. 1.417: a promise of sale in which no regret was agreed, “celebrada por instrumento público ou particular, e registrada no Cartório de Registro de Imóveis”, gives the promised buyer “direito real à aquisição do imóvel” (a real right to acquire the property). Art. 1.418 lets that buyer demand the final deed from the seller or from anyone to whom the seller’s rights were transferred, and if there is a refusal, ask the judge to award the property (adjudicação). Without that registration, art. 1.417 does not give the buyer a real right.

The deposit: three rules

The Civil Code treats the sinal or arras as a sum given at the conclusion of the contract. Read together, arts. 417 to 420 give these rules:

1. If the contract is carried out, the deposit is returned or counted against the price when it is money of the same kind as the main obligation (art. 417).
2. If the contract is not carried out (art. 418, from the 2024 version): if the party who gave the deposit defaults, the other party may treat the contract as undone and keep it; if the party who received it defaults, the giver may treat the contract as undone and demand its return “mais o equivalente, com atualização monetária, juros e honorários de advogado” (plus the equivalent, with monetary correction, interest and lawyer’s fees).
3. Compensation. Art. 419 lets the innocent party claim additional compensation if it proves a greater loss, with the deposit serving as the minimum, or demand performance of the contract with damages, again with the deposit as the minimum of the compensation.

There is a variant. If the contract gives either side a right of regret, art. 420 says the deposit serves only as compensation: the giver loses it, and the receiver returns it plus the equivalent, and “em ambos os casos não haverá direito a indenização suplementar” (in both cases there is no right to additional compensation). So a regret clause changes both the enforceability of the promise (arts. 463 and 1.417 apply only without regret) and the deposit. Read your contract for the word arrependimento (regret).

As a formula, with D the deposit: if the buyer defaults, the seller keeps D; if the seller defaults, the buyer recovers D + D (the “equivalent”), plus correction, interest and fees. That is the statutory mechanism, not a prediction of any court award.

When the buyer stops paying

If the promise is registered and the buyer stops paying instalments, the seller does not simply cancel it. Under art. 251-A of the registry law, the registrar, at the seller’s request, summons the buyer personally to pay the overdue instalments and the accrued interest, correction, penalties, charges, taxes and condominium dues within 30 days (§ 1). Payotte did not read the rest of the article; ask the registry what follows if the buyer does not pay.

Points to settle in the contract

The law above sets the frame; the rest is for the parties. Points worth writing down, because the Civil Code does not settle them for you: the exact property and its matrícula number (see the matrícula); the price, the deposit and the dates; who bears which tax and fee (the ITBI is charged by the city; see the ITBI guide); the date by which the seller will deliver the certificates (see due diligence certificates); the date and place for the deed; and a statement that the spouse of a married seller consents (see spousal consent). If you are abroad, who signs for you and how you pay are covered in power of attorney from abroad and sending money to Brazil.

Note a tax point. The ITBI covers the “cessão inter vivos, por ato oneroso, de direitos relativos às transmissões” (assignment, for payment, of rights relating to transfers) (CTN art. 35, III, as worded by LC 227/2026). Reselling a promise of sale before the deed can therefore be a taxable event in its own right.

New builds

Purchases from a developer follow special rules on summary tables, withdrawal and cancellation. They are covered in buying off plan in Brazil and cancelling an off-plan purchase; this guide covers the Civil Code framework only.

Which professional to consult

A real estate broker (corretor de imóveis) often prepares the proposal and the deposit receipt; see the broker page. A lawyer registered with the OAB should read a promise before you pay: see the property-lawyer page.