Legislation

Legislation Applicable to the Promise to Purchase and Sale Agreement (CPCV)

Article 410 – Definition of a preliminary contract

“A preliminary contract is one by which someone undertakes to enter into a specific contract.”

The CPCV is a promise contract. It means that both parties commit to, in the future, carrying out a definitive contract — generally the deed of sale of a property.

Article 411 – Form of the promise to contract

“The preliminary agreement is valid if it is concluded in writing, unless otherwise provided by law.”

In other words, the CPCV does not require a public deed, provided it is in writing and signed by both parties.
However, for legal and security purposes, notarisation of signatures is recommended.

Article 412 – Unilateral Promise

This article allows for the commitment to the future celebration of the contract to be undertaken by only one of the parties, although in real estate practice, a bilateral promise (both parties sign and assume duties) is almost always used.

Article 413 – Lapse of the promise to contract

The preliminary contract lapses if the promised contract cannot be concluded or is not legally admissible.

For example, if the property has legal impediments or is the subject of litigation that prevents its sale, the CPCV can expire.

Article 414 – Liability for default

If one of the parties is unjustifiably in default of the preliminary contract, they may be held liable for the damages caused.

This is the case of someone who unjustifiably delays the signing or fails to present the necessary documentation within the stipulated period.

Article 442 – Deposit and penalty clause

This is the article that regulates the effects of sign (amount paid at the time of signing the CPCV).

“The deposit is intended to guarantee the performance of the contract and can serve as compensation in the event of non-performance.”

  • If the buyer withdraws, loses the signal;

  • If the seller withdraws, returns the signal amplified;

  • Is it possible to establish further penalties in the contract (penalty clause).

Article 830 – Specific performance

“Whenever a party is obliged to perform a legal act and fails to do so, the other party may request that the court substitute for them.”

This article allows for the judicial enforcement of Fulfilment of the promised contract, in other words, forcing the signing of the deed when one of the parties does not want to comply with the CPCV.

Article 1025 – Sale of another's property

This article predicts what happens if the seller signs a CPCV without being the legal owner of the property. The buyer can demand contract cancellation or demand compliance when legally possible.

Other relevant legal provisions

The Promissory Sale and Purchase Agreement (CPCV) may seem like a simple contract, but it involves various areas of law. In addition to the Civil Code, there are tax, urban planning, notarial, and registration rules that affect its validity or execution. Below, we explain the main ones.

Land Registry Code (CRP)

The CPCV It doesn't need to be registered by rule, but in special situations – such as early handover of the property or in properties still under construction – registration can be made to reinforce the buyer's legal security.

Article 4 of the CRPContracts of promise with real effect can be registered if they contain a clause of tradition (handover of the property).

Practical importanceThe registration prevents the property from being sold to third parties or from being encumbered by liens that would harm the buyer who has already signed a promise of purchase and sale agreement.

2. Notarial Code

The CPCV does not require a public deed, but it can involve signature recognition by a notary, which increases the probative value of the contract.

In accordance with the Notarial Code, in-person verification confirms that the people signed the contract voluntarily and knowingly.

Advantage: if the CPCV is notarised, it can be used as executable title (grounds for legal action).

3. Legal Regime of Urbanisation and Construction (RJUE)

This regime governs the urban planning legality of properties. It is directly linked to essential documents in the CPCV:

  • Licence to userequired for the sale of habitable properties.

  • Building permit / licenceapplicable to off-plan properties.

  • Illegal or unlicensed housingcan render the CPCV void or voidable.

RelevanceBefore signing the CPCV, the buyer must ensure that the property complies with all urban planning legal requirements.

4. Stamp Duty Code and IMT Code

The CPCV, in itself, no immediate tax payment origin. However, there are situations where tax law applies:

  • Assignment of contractual position in financial consideration may involve payment of Stamp Duty (usually at a rate of 0.8%);

  • In the definitive deed, the buyer pays Property Transfer Tax e Stamp Duty.

These taxes are calculated on the purchase value or on the Taxable Value — whatever is highest.

5. General Data Protection Regulation (GDPR)

Whenever a CPCV is entered into through an agency or digital platform, the processing of personal data (name, NIF, address, etc.) is subject to the GDPR regulations.

The entity that drafts or stores the contract must inform the parties about how data is collected, used, and protected.

ImportantPlatforms that provide CPCV models must ensure GDPR compliance.

6. Statute of the Bar Association and Solicitors

The drafting or reviewing of a CPCV can be done by a solicitor or a lawyer. When this service is provided professionally, it must respect:

  • The deontological rules of the Bar Association;

  • The legal conditions for carrying out the activity.

TipEnsure you are accompanied by a professional with an active and qualified licence to provide this service.

7. Criminal Code (exceptional applications)

In situations of fraud (e.g., sham sale, signal misappropriation, document forgery), the CPCV can involve criminal liability.

It is rare, but relevant in business between individuals, when there is bad faith, concealment of information, or falsified documents.

 

Important legal notice

The CPCV intersects with various areas of law — and therefore it is essential understand the supplementary legislation what affects it.
From the property register, to taxation and urban planning, the legality of a contract often depends on details outside its main text.

To ensure you are acting within the law — and that your rights are protected — legal support remains the safest way to proceed.

 

The information presented on this page is for informational purposes only and does not substitute legal advice. The interpretation and application of legal articles depend on the specific circumstances of each case.
If you have doubts or are involved in a CPCV, we recommend speaking with a qualified professional.