Developer and SPV due diligence for an off-plan purchase in Portugal

The project brand may not be the seller

Marketing often highlights a well-known group, architect or development name. The CPCV may be signed by a separate special-purpose company with limited history and only one project.

The buyer's legal exposure follows the contracting entity, not the brochure. Identify the exact company receiving the deposit and promising delivery.

Confirm corporate identity and authority

Obtain current company registration information, registered office, directors, share capital and signing rules. Verify that the person executing the reservation or CPCV can bind the company.

If a group company or parent brand is mentioned, determine whether it provides any contractual guarantee or whether the buyer relies solely on the project SPV.

Understand the SPV structure

A project company can be a normal development structure. It also means the buyer should understand which assets, liabilities and support sit inside that entity.

Ask whether the SPV owns the land, holds the relevant project rights, has financing, has other creditors and can be replaced or transferred within the group. Contractual protections should not assume the parent company will intervene unless it is legally committed.

Review the land and project relationship

Compare the contracting company with the registered owner of the land. If they differ, identify the legal agreement that allows the developer to sell or build.

Review registered mortgages, charges, pending registrations and the intended cancellation or release process for the buyer's fraction. The buyer should know how project financing affects the title delivered at completion.

Check permits and project approval phase

Confirm which planning, construction and use approvals exist and which remain outstanding. Marketing language such as “approved project” may refer to one phase, not the full authorisation needed for construction and occupation.

The contract should identify the relevant project, specifications and plans, and explain what happens if approvals change or are delayed.

Test the payment schedule

Instalment payments should correspond to objective milestones and documentary evidence. Avoid a schedule based only on calendar dates or developer declarations.

Ask who certifies progress, whether payments are protected, what happens if work stops and whether the buyer can suspend payment when a contractual milestone is not reached.

Review financial and public risk signals

Public records may reveal insolvency proceedings, enforcement, unpaid taxes, litigation, frequent company changes or other warning signs. A clean search does not guarantee performance, but unresolved adverse information should be explained.

Consider the developer's completed projects, delivery record and after-sales response. Marketing testimonials are not a substitute for documented history.

Allocate delay risk

The CPCV should contain a clear target date, extension rules and consequences for developer delay. Broad force-majeure wording and unrestricted unilateral extensions can leave the buyer financing a project with no meaningful exit.

Define notice requirements, long-stop date, refund mechanics and any compensation or termination right.

Control specification changes

Attach or identify the specification, plans, finishes, areas, parking, storage and common facilities. The developer's right to substitute materials or alter layout should be limited to objective and equivalent changes.

Material changes should require buyer approval or create a defined remedy.

Plan completion and handover

Completion should depend on the legal and physical conditions required for the buyer to receive the promised property. Coordinate final licensing, fraction registration, mortgage release, technical inspection, snagging, utilities, warranties and delivery of manuals and certificates.

A final deed date should not be triggered solely because the developer sends a notice.

Decide what evidence is enough

Developer and SPV Background Check is an early screening tool. For the complete transaction, combine corporate review with project-title review, CPCV analysis and off-plan risk assessment.

The buyer does not need proof that the project is risk-free. The buyer needs enough verified evidence and contractual leverage to decide whether the risk is acceptable.