The following documents are usually involved:

• Private sale and purchase agreement

The first document in any real estate acquisition is normally the private sale and purchase agreement between the buyer and the seller. This agreement should contain all necessary business terms for the transaction, including the description of the land, purchase price, deposit (if any), documents to be delivered by the seller, the closing date and any other special terms. These agreements also typically contain conditions for the benefit of the buyer, and representations and warranties by the seller.

• Due diligence report

Once the sale and purchase agreement is signed, it is generally the responsibility of the buyer, usually through the buyer’s lawyer, to conduct due diligence with respect to the property being acquired. This includes title, court and tax clearance certificates, review of any leases and waiver by tenants in connection with the rights of first refusal for acquisition. An independent environmental assessment is often recommended. The buyer’s lawyer typically provides a title opinion to the buyer. However, such opinion is not used for title insurance as coverage is not available in Brazil.

• Public sale and purchase deed

If all the conditions under the private sale and purchase agreement are met, the buyer and seller enter into a public deed (drawn by a public notary), whereby the balance of the purchase price is paid. The public deed contains a description of the real property and representations by the seller with respect to title.

A seller usually gives warranties in connection with title and nonexistence of liens and encumbrances and, more recently, environmental matters.

The sale is legally binding on the seller and buyer when the private sale and purchase agreement is executed. This agreement may also be recorded at the relevant real estate registry for publicity, although this is not usual as registration costs may be significant.

Title is transferred on registration at the real property matrícula of the respective instrument, as the sale and purchase public deed, donation deed or court decision.

The buyer usually pays for the following:

• Buyer’s consultant’s fees
• Legal costs
• Due diligence costs for consultants who have prepared building condition reports, environmental assessments, valuation appraisals and real estate surveys
• Due diligence inquiries made to statutory and government bodies
• Registration fees
• Transfer taxes

The seller usually pays for the following:

• Listing agent’s fees
• Legal costs
• Income tax on any profit made on the sale of the real estate