PORTUGAL Law and Practice Contributed by: João Gonçalo Galvão, Carolina Cardoso Alves, Miguel Paquete and Mafalda Oliveira Cordeiro, CS’Associados
2.3 Effecting Lawful and Proper Transfer of Title The transfer of title to real estate is carried out via pub - lic deed or authenticated private document. Although transfer of ownership produces immediate effects, registration thereof must be submitted to the Land Registry Office (LRO). All real estate is registered with the LRO as well as with the Tax Department. The purpose of the first registra - tion is to record the property’s identification details (location, description, area sizes) and relevant circum - stances and events so that title and encumbrances can be ascertained. The purpose of registration with the Tax Department is to report and provide informa - tion relevant for tax purposes, including ownership and patrimonial value. Rural and urban properties in certain locations throughout the country require geo - graphical representation on an online platform ( carta cadastral ), which must be relevant and verified in the event of transfer, particularly with regard to areas and boundaries. 2.4 Real Estate Due Diligence Legal due diligence on properties seeks to verify own - ership and identify any encumbrances; assessment of the assets’ tax status, urban planning/licensing status and other regulatory requirements (including environmental) is also important. Legal due diligence also seeks to identify any negative consequences that may be triggered by the envisaged transaction. Technical due diligence relies on inspections and sur - veys, and focuses on assessing the suitability of the assets, construction status and the existence of any structural or hidden defects. Technical analysis may also be made of urban planning aspects. Finally, analysis of environmental matters may be criti - cal for certain assets in order to assess the presence of any potentially hazardous or dangerous substanc - es. 2.5 Typical Representations and Warranties Commercial real estate transactions usually involve a wide range of representations and warranties, the most standard covering:
As a next step, the Government will draft the author - ised Decree-Laws until 2 September 2026, and these will take effect once enacted and published.
2. Sale and Purchase 2.1 Categories of Property Rights
Ownership is the broadest property right, an in rem right encompassing the right to use, receive the bene - fits of and dispose of a property, subject to the restric - tions set forth in law. A property may be held individually or jointly in co- ownership, with each person owning a share accord - ing to the percentages agreed, or all shares being equal if the property title does not provide otherwise. Other in rem property rights include: • surface rights, entitling their owner to construct on or cultivate (above or below the surface) land owned by a third party and to maintain title to the constructions or cultivations, on a perpetual or temporary basis; and • usufruct and right of use, which entitle their holder to use and enjoy a third-party property, fully but temporarily, without being entitled to alter its form or substance. 2.2 Laws Applicable to Transfer of Title The transfer of title to real estate is governed by the CC, but specific regimes such as the Framework Law on Housing and the Framework Law on Cultural Estate, among others, should be considered as they establish restrictions on transferability, such as pre- emption rights in favour of public entities. The transfer of title to accommodation units located in tourist developments is governed by the legal frame - work for the installation, operation and functioning of tourist developments, which defines different transfer - ability requirements considering the specific nature of the asset.
492 CHAMBERS.COM
Powered by FlippingBook