The Seller Wants Me to Sign Today: What Should I Check Before Buying Property in Brazil?

Understanding purchase offers, deposits and the legal consequences of signing before due diligence.

“You need to sign today to secure the property.”

For an international buyer, this can be a difficult moment. You have found a property you like, negotiated the price and perhaps travelled to Brazil specifically to view it. The seller says another buyer is interested. The broker sends a document described as “just a reservation.”

Should you sign now and ask a lawyer to review the documents later?

Do not assume that a preliminary document is harmless or that you can withdraw without consequences because the final deed has not been signed. Under Brazilian law, a purchase proposal can bind the person making it, depending on its terms and circumstances. A preliminary agreement may also create an enforceable obligation to enter into the final transaction.

It may be possible to secure a period for legal review through a carefully structured agreement. However, those protections need to be negotiated before you become committed.

This article focuses on privately negotiated purchases of urban residential property. Auctions, rural properties and other specialized transactions require additional analysis.

1. First, identify what you are being asked to sign

The document’s title does not tell you everything about its legal effect.

A “reservation,” “purchase proposal” or “expression of interest” may contain payment obligations, penalties or brokerage commitments. Conversely, a carefully drafted document may expressly leave the purchase subject to specified conditions.

Before signing, identify what the document actually does.

Read every referenced document and attachment. A short signature page can incorporate extensive terms contained elsewhere.

Never sign a declaration stating that you have received, reviewed or approved documents that have not actually been supplied.

2. Can a purchase proposal commit me before the final contract?

Yes, depending on its wording, acceptance and the circumstances.

Review whether the proposal identifies the property, price, payment schedule, validity period and consequences of acceptance. Check whether a later agreement is intended to create the commitment or merely formalize an agreement already reached.

Statements such as “the full contract will come later” do not answer that question.

If you intend to proceed only after legal review, negotiate that condition expressly. A private intention to consult a lawyer later does not provide the same protection as an agreed contractual condition.

Also check whether acceptance must come from the seller personally or an authorized representative. A broker’s message saying “accepted” should be checked against the seller’s authority and the agreed procedure.

3. Does signing electronically make the document less binding?

No. Electronic signing should be treated with the same care as signing on paper.

The Superior Court of Justice recognizes that electronic documents may have their authenticity and integrity established even without an ICP-Brasil certificate, subject to the applicable requirements. The absence of that certificate is therefore not, by itself, a safe reason to assume a document has no legal effect.

Emails and WhatsApp messages can also become relevant evidence of the negotiations, acceptance and agreed conditions. Their effect depends on their content and the formal requirements applicable to the transaction.

Before clicking “sign,” save the complete document and confirm that the version contains all negotiated changes. Afterwards, retain the signed copy and the platform’s signing record.

A signed preliminary agreement and a document capable of transferring registered ownership are separate matters.

4. What could I lose if I pay a deposit and then withdraw?

First establish what the payment represents.

It might be an advance installment, a reservation payment, brokerage remuneration or arras, a form of earnest money with specific legal consequences.

For arras, the applicable rules distinguish between breach and an expressly agreed right to withdraw. Depending on the case, the payer may lose the amount; the recipient responsible for non-performance may have to return it plus an equivalent amount. With confirmatory arras, losing the deposit is not necessarily the full extent of the exposure: performance or additional proven damages may be sought.

Before paying, request clear answers:

• Is the amount part of the purchase price?
• Who receives and holds it?
• In which circumstances is it refundable?
• What happens if the seller cannot provide the required documents?
• What happens if legal review reveals a material defect?
• When must a refund be made?
• Are currency differences, transfer costs or other deductions addressed?

“You can always cancel and lose only the deposit” is not a reliable general rule.

The legal regime also matters. A consumer purchase from a developer may require a different analysis from a resale between private individuals.

5. Could brokerage commission still be charged if the purchase does not close?

Possibly.

Brazilian case law recognizes that a broker may earn commission after achieving the agreed result even when a party subsequently withdraws without a reason attributable to the brokerage activity. Whether that result was achieved depends on the circumstances.

The STJ has also recognized situations in which commission was not due when the transaction failed because of problems connected to the intermediary’s lack of diligence. That does not mean that every concern raised by a buyer automatically eliminates commission.

Review the brokerage documents alongside the purchase proposal. Establish who is responsible for payment and what happens if a negotiated due diligence condition is not satisfied.

A refund agreement with the seller should not be assumed to bind a broker who has separate contractual rights.

6. Do I automatically have seven days to change my mind?

No. There is no universal seven-day cancellation right for every Brazilian property purchase.

For real estate developments, Article 67-A, paragraph 10, of Law 4,591/1964 provides a seven-day withdrawal right for contracts signed at sales stands or outside the developer’s business premises, with return of advance payments, including brokerage commission. Its applicability and exercise must be assessed in the actual transaction.

Do not assume that an ordinary resale between private individuals has the same protection, or that signing online always creates a cancellation right.

If you have already signed and believe a statutory withdrawal right applies, obtain advice immediately about the deadline, recipient, notice method and evidence of timely exercise.

7. What should be checked about the seller?

Start with identity, ownership and authority.

Ask your lawyer to establish:

• Whether the seller is the registered owner or holds the rights being offered.
• Whether all necessary owners are participating.
• Whether marital status requires further documents or consent.
• Whether a representative has sufficient and valid authority.
• Whether a company’s signatory can bind it in this transaction.
• Whether inheritance or other proceedings affect the ability to sell.

A company’s director, shareholder or broker should not simply be assumed to have authority to sign every necessary document.

Where debts or lawsuits arise, the analysis must examine their relevance. A lawsuit does not automatically make a property unsaleable. Equally, a reassuring verbal explanation is not a substitute for reviewing a material issue.

8. Is a clean matrícula enough?

The matrícula, the property’s official land registry record, is central to the analysis. It helps establish ownership, identify the registered property and examine recorded rights and restrictions.

Brazilian law gives important protection to good-faith purchasers through the concentration of relevant information in the registry. Article 54 of Law 13,097/2015 also states that court-distribution certificates are not generally required to establish the validity or effectiveness of the covered transactions or the purchaser’s good faith.

That should not be confused with a guarantee that the property is suitable for your intended purchase.

A tailored review may still need to investigate construction regularity, occupancy, relevant debts, environmental matters, the seller’s authority and specific risks already identified.

Ask what the registry establishes, what it does not establish and what remains unresolved.

9. Which property documents and facts deserve attention?

The scope should match the property. A finished apartment, an off-plan unit and a house on a coastal plot require different investigations.

A legal review does not replace a technical inspection by an engineer or architect.

Likewise, condominium documents deserve more than a quick look at the monthly fee. Ask about approved works and expenses that could materially affect the cost of ownership.

If the investment depends on short-term rentals, building works or another specific use, investigate that use before committing.

10. What changes when the property is off-plan?

You are assessing both a future unit and the legal structure of the development.

Brazilian law requires registration of the incorporation memorial before the developer can sell or encumber the relevant land fractions and improvements corresponding to future autonomous units. An attractive brochure or construction permit does not replace that registration.

Request a review of:

• The registered development and the specific unit offered.
• The identities and roles of the landowner, developer and seller.
• The seller’s rights if the transaction is an assignment.
• Construction milestones and delivery provisions.
• Price adjustment, installments and any final balance.
• Applicable guarantees and any patrimônio de afetação arrangement.
• Cancellation terms and the consequences of delay.

The absence of a separate individual matrícula at an early development stage must be examined in context. The key is understanding the existing registered structure and how the future unit will be individualized.

11. Can I reserve the property while my lawyer checks it?

You can propose a defined review period, but the seller must agree.

Possible structures include a limited reservation, a conditional proposal or an agreement under which specified obligations depend on documented conditions.

The appropriate arrangement should address:

Documents and timing. Identify what must be delivered and when the review period begins. A deadline that starts before essential documents arrive may provide little practical protection.

Review criteria. Define relevant issues, such as ownership, authority, transfer restrictions, construction irregularities or undisclosed liabilities. Avoid relying solely on vague language such as “subject to approval.”

Remedies. Establish whether the seller can remedy a defect, the time allowed and the consequences if it remains unresolved.

Money. Specify when payment is due, who holds it, conditions for release and refund timing.

Brokerage. Align the treatment of commission with the agreed conditions and obtain the necessary parties’ agreement.

Exclusivity. Clarify whether the seller will stop marketing the property or accepting other offers during the review.

A refund promise also depends on practical recoverability. Carefully drafted wording does not guarantee that money already spent by the recipient will be easily recovered.

12. What extra protections matter for buyers living abroad?

Your legal and banking timetable should be realistic.

Before agreeing to payment dates, check whether you need a CPF, foreign civil-status documents, translations, apostilles or a power of attorney. Confirm the requirements with the professionals and institutions handling your transaction.

If payment depends on financing or an international remittance, negotiate how that dependency is treated. Bank rejection or a transfer delay should not be assumed to release you from the purchase automatically.

If you do not read Portuguese comfortably, obtain a legal explanation of the operative document. A translation can help you understand the words; it does not establish whether the obligations protect you.

For a bilingual contract, review how inconsistencies will be resolved and whether one language version prevails.

13. Which statements should make me slow down?

Commercial urgency is not proof of wrongdoing. Nevertheless, these statements deserve careful examination:

• “The documents will only be provided after payment.”
• “It is just a standard form; you do not need to read it.”
• “The lawyer can change everything after you sign.”
• “Pay to this other account; the paperwork will be adjusted later.”
• “The restriction is already resolved,” without documentary confirmation.
• “You can cancel at any time,” while the document states otherwise.

Verify changed bank instructions through a trusted, independently confirmed channel.

If the seller refuses a review period, you may have to decide between accepting an unassessed risk and losing the opportunity. The existence of another interested buyer does not resolve a title or contractual problem.

14. What if I have already signed?

Act promptly, but do not assume that cancellation or stopping payments is the correct first step.

Collect the complete signed documents, attachments, messages, advertisements and receipts. Ask for an assessment of:

• Whether and when the seller accepted.
• Which obligations are already effective.
• Payment and notice deadlines.
• Any outstanding conditions.
• Deposit and brokerage provisions.
• Possible statutory or contractual withdrawal rights.

Depending on the findings, the appropriate action may be requesting documents, negotiating an amendment, issuing a formal notice, exercising an available right or proceeding with additional safeguards.

Do not send a casual “I changed my mind” message before understanding whether the issue is an agreed condition, seller non-performance or an ordinary change of decision.

15. When does the property actually become mine?

Contractual commitment, payment, possession and registered ownership are different stages.

For a standard transfer between living persons, ownership passes through registration of the transfer instrument at the Real Estate Registry. Receiving the keys or signing a preliminary agreement does not replace that step.

Your agreement should explain how the transaction moves from signing to payment, execution of the appropriate transfer instrument and registration.

Before signing today

Make sure you can answer:

1. What obligations does this document create?
2. Have I received the documents needed to assess the purchase?
3. Who can legally sell and sign?
4. What could prevent transfer or my intended use?
5. What happens to my deposit and brokerage costs if a problem emerges?
6. Are the payment deadlines achievable?
7. Which conditions protect me, and have all relevant parties accepted them?
8. What remains necessary to register ownership?

The safest time to negotiate protection is before signing or transferring money.

Camila Weimer Law assists international buyers with property and seller due diligence, purchase agreement review and coordination of the acquisition process in Brazil. If you are being asked to sign before the documents have been reviewed, seek advice on the proposed commitment before accepting it.

This article provides general information. The applicable rights and remedies depend on the documents, parties, property and circumstances of the transaction.