Legal due diligence
What a development-grade due diligence covers, what it should produce, and when to run it.
The decision this page helps you make
Whether to proceed, renegotiate or withdraw — based on evidence rather than assurance.
Due diligence on a development site is not the same exercise as on a completed building. Title matters, but entitlement, access, infrastructure and administrative history usually matter more, because they determine whether the scheme you are pricing can be built at all.
Good diligence is sequenced. Cheap, fast checks come first — registry, tax record, PDM classification, obvious overlays — so that unviable sites are rejected before significant fees are incurred. Deeper work follows only on sites that survive.
The output should be a decision document: issues found, their consequence, whether each is resolvable, at what cost and in how long. A list of documents received is not due diligence.
What you are deciding
- Scope and depth, proportionate to the deal size and the stage.
- What must be resolved before exchange, versus conditions to completion.
- Which findings justify a price adjustment and which are deal-breakers.
- Whether to proceed unconditionally or keep the contract conditional.
How to proceed
- Run first-pass checks on registry, tax record, classification and overlays.
- Verify legal access, boundaries and infrastructure availability.
- Review administrative history: prior applications, refusals, licences, enforcement.
- Check charges, debts, tenancies, easements and third-party rights.
- Confirm the position of any existing buildings, including usage licences.
- Consolidate findings into a decision document with costs and timings.
Documents you will need
- Certidão permanente and caderneta predial for every article.
- PDM extract, overlay maps and written planning information where obtained.
- Topographic survey and access documentation.
- Municipal certificates on debt, licences and prior proceedings.
- Existing usage licences and energy certificates for any buildings.
Checklist
- Ownership chain complete and unencumbered, or encumbrances quantified.
- Registered, taxed and surveyed descriptions reconciled.
- Classification and overlays confirmed against the current plan.
- Legal access and infrastructure confirmed, not assumed.
- Administrative history reviewed for refusals and enforcement.
- Existing buildings licensed, or a regularisation route and cost identified.
- Findings converted into contract conditions or a price adjustment.
Risks and how to handle them
Diligence run after exchange rather than before.
How to handle it: Sequence checks so the decisive ones happen before any binding commitment.
Relying on seller-supplied documents without independent verification.
How to handle it: Obtain certificates directly from the registry, tax office and municipality.
Findings reported without consequence, cost or timing.
How to handle it: Require a decision document that quantifies each issue and its resolution path.
Access or infrastructure assumed from site appearance.
How to handle it: Verify legal access and connection availability in writing before completing.
Questions people ask
- When should due diligence start?
- Before any binding commitment. First-pass checks are inexpensive and reject most problem sites quickly; deeper work should be timed so decisive findings land before exchange or before conditions fall away.
- How long does due diligence take?
- It depends on the site's complexity and on how quickly registries and the municipality respond. Build the expected period into the promissory contract deadlines rather than assuming a standard timeframe.
- Can I rely on the seller's own reports?
- Use them as a starting point, not as evidence. Certificates should be obtained independently, and any technical report should be reviewed by your own advisers.
- Is this website legal advice?
- No. This is general guidance to help you frame the decisions. Advice on a specific site, contract or structure must come from a qualified Portuguese lawyer engaged for that purpose.
General guidance for planning decisions. It is not legal, tax or planning advice for a specific site.