8 Questions Before Hiring a Property Due Diligence Lawyer

The Short Answer

Not all due diligence is created equal. Some lawyers pull 10 certidões and call it done. Others pull 40 and analyze each one against the property’s specific risk profile. Before you hire a property due diligence lawyer, these eight questions will tell you whether they’re thorough, experienced, and transparent about what you’re paying for — or whether they’re offering a discount version of a process that doesn’t tolerate shortcuts.

“The difference between 10 certidões and 40 is the difference between hoping the property is clean and knowing it. Hope is not a legal strategy.” — Zachariah Zagol, Founding Partner, OAB/SP 351.356

Question 1: “How Many Certidões Do You Pull, and Which Ones?”

This is the single most revealing question you can ask. The answer immediately tells you whether the lawyer does comprehensive due diligence or a superficial check.

What you want to hear: “We pull 25–40 certidões depending on the complexity of the transaction, covering the seller’s civil, labor, tax, and criminal history across federal, state, and municipal jurisdictions, plus the property’s registration, tax, and construction status.”

What should concern you: “We pull the main ones — matrícula, IPTU, and a few others.” If they can’t name the specific certificates or the number is below 15, the due diligence is incomplete.

Why it matters: Each certidão covers a specific risk. Skipping the seller’s labor court records (distribuidores trabalhistas) means you won’t know about the R$150,000 labor judgment that can attach to the property you just bought. Skipping the protestos certidão means you won’t know the seller is defaulting on debts — a sign of potential insolvency that could void your purchase.

For the complete list of essential certidões, see our attorney qualification checklist.

Question 2: “Do You Check the Seller’s Labor Court History?”

This deserves its own question because it’s the most commonly skipped step — and the one with the biggest potential downside.

The risk: Under the Consolidação das Leis do Trabalho (CLT), Brazilian labor law gives workers’ claims priority over almost all other debts. If the seller has unpaid labor judgments and the sale renders them insolvent, the labor court can declare the sale a “fraude à execução” (fraud against execution) and claw the property back — even from an innocent buyer who paid full market value.

What you want to hear: “Yes, we check distribuidores trabalhistas in every jurisdiction where the seller has operated, including checking any companies the seller owns or has owned.”

What should concern you: “Labor court? That’s usually not an issue for residential properties.” Labor debts aren’t limited to business owners. Anyone who has employed a nanny, a housekeeper, a gardener, or a driver can face labor claims. In Brazil, domestic labor disputes are common and the amounts can be substantial.

The extra step: If the seller is a company, your lawyer should also check the personal labor court history of the company’s partners (sócios) — because Brazilian law can “pierce the corporate veil” and attach personal assets (including property being sold) to satisfy corporate labor debts.

Question 3: “Do You Verify the Habite-se and Construction Legality?”

The habite-se (certificate of occupancy) confirms that the municipality inspected the construction and approved it for habitation. Without it, the property is technically an irregular construction.

What you want to hear: “We verify the habite-se with the municipality, compare the approved plans with the current physical structure, and check whether any modifications were made without permits.”

What should concern you: “The matrícula shows a construction, so it should be fine.” The matrícula records what was registered, which may not match what was actually built. A common scenario: the original house had a habite-se, but the owner added a second floor, a pool house, or a garage without permits. Those additions are irregular and can trigger fines, demolition orders, or inability to sell.

The financial impact: According to Lei 13.465/2017 (the REURB regularization framework), regularizing an irregular construction costs R$10,000–R$80,000 depending on complexity, and the municipality may not approve regularization at all if the construction violates zoning or building codes. See red flags in real estate transactions.

Question 4: “What’s Included in Your Flat Fee vs. What’s Extra?”

Fee transparency is a professionalism test. A legitimate engagement letter should clearly delineate:

Typically included in the flat fee:

• Matrícula analysis
• All certidão pulls and analysis
• Habite-se and construction verification
• Contract review or drafting (compromisso de compra e venda)
• Escritura review
• Communication with the cartório for registration
• Ongoing client communication throughout the process

Typically billed separately:

• Government fees for certidões (R$1,000–R$3,000)
• ITBI tax payment processing
• Cartório registration fees
• Sworn translation fees (for foreign buyers)
• Travel costs if the property is in a different city
• Notarization and apostille fees
• Central Bank registration (for foreign buyers)

What you want to hear: A clear breakdown — “Our fee is R$X, which covers [list]. Separately, you’ll pay approximately R$Y in certidão fees and R$Z in cartório fees.”

What should concern you: “We charge R$5,000 all-in.” Either they’re cutting corners on the number of certidões they pull, or they’re not including government fees and will surprise you with extras later. Comprehensive due diligence on a standard residential property cannot be done well for under R$8,000–R$10,000 in legal fees alone.

Question 5: “What Happens If You Find a Problem?”

This question tests whether the lawyer sees due diligence as a checkbox exercise or as genuine risk analysis.

What you want to hear: “If we find an issue, we assess its severity, explain your options — negotiate a price reduction, require the seller to resolve it before closing, or walk away — and advise on the risk-reward of proceeding. For some issues, we can estimate the cost of resolution so you can factor it into your offer.”

What should concern you: “We’ll let you know if there’s a problem.” That’s reactive, not advisory. You want a lawyer who analyzes problems in context: Is this a deal-breaker? A negotiation lever? A manageable risk? The analysis matters as much as the discovery.

Real examples of graduated responses:

• Unpaid IPTU (R$8,000): Require seller to pay before closing, or discount the price and pay it yourself. Low risk.
• Pending civil lawsuit (R$200,000 claim) against the seller: Analyze whether the seller has other assets to cover the judgment. If yes, proceed with caution. If no, this is a potential fraude à execução risk — consider walking away.
• No habite-se on a 20-year-old construction: Investigate whether regularization is feasible and at what cost. May be a negotiation lever for a significant price reduction.
• Matrícula shows a different owner than the seller: Stop. This requires investigation before proceeding — the seller may not have the right to sell.

Question 6: “Have You Handled Transactions Involving Foreign Buyers?”

If you’re a foreigner, this is non-negotiable. Foreign buyer transactions involve additional requirements that domestic practitioners may not handle routinely:

What you want to hear: “Yes, we regularly handle transactions with foreign buyers. We coordinate the Central Bank foreign capital registration, exchange contracts, CPF registration, and document apostille/translation requirements.”

What should concern you: “We can figure that out.” The Central Bank registration (RDE-IED or capital declaration) has a 30-day filing deadline from the capital transfer. Missing it creates penalties and complications when you eventually sell and try to repatriate the proceeds. This isn’t something to “figure out” in real time.

For the full picture of what foreign buyers face, see our guide to choosing a real estate lawyer as a foreigner.

Question 7: “How Do You Handle the Gap Between Payment and Registration?”

In Brazilian real estate, there’s a time gap between when you pay the seller and when the property is registered in your name at the cartório. This gap can be days or weeks. During that period, you’ve paid but don’t yet legally own the property.

What you want to hear: “We structure the contract to minimize exposure during the registration gap. Typically, we hold a portion of the purchase price (10–20%) in a documented arrangement until registration is confirmed, and we include contractual protections — seller’s obligation to cooperate with registration, penalty clauses for obstruction, and representations that no new encumbrances will be created.”

What should concern you: “You pay at the escritura signing, and then we register it.” If 100% of the funds change hands before registration, and the seller dies, goes bankrupt, or creates a new encumbrance during the gap period, you’re exposed. A good lawyer builds structural protections against this risk.

Question 8: “Can You Walk Me Through a Recent Transaction?”

This is the question that ties everything together. Ask the lawyer to describe a recent transaction — anonymized, of course — from engagement to closing. Listen for:

• Structure: Did they follow a clear process? Due diligence first, then contract, then closing?
• Problems found: Every experienced lawyer has stories about problems they caught. If they say “everything was clean,” they either haven’t done many transactions or they don’t check thoroughly.
• Timeline: How long did the process take? Realistic timelines are 45–120 days for a standard transaction. Anyone claiming they can close in 2 weeks isn’t doing proper due diligence.
• Communication: How did they keep the client informed? Regular updates, or radio silence until the end?
• Outcome: What was the result? Did the transaction proceed with modifications, or did they advise the client to walk away?

What you want to hear: A detailed narrative that demonstrates they follow the process described in the attorney qualification checklist — matrícula analysis, comprehensive certidões, construction verification, contract structuring, and follow-through to registration.

What should concern you: Vague answers, inability to recall specifics, or a description that skips steps.

Bonus: Questions You Shouldn’t Have to Ask

A truly competent property lawyer will proactively cover the following without being prompted:

• Whether you should buy personally or through a holding company (comparison here)
• ITBI tax implications and any available exemptions
• Whether the property is in a special zone (rural, coastal, environmental protection) with additional restrictions
• Whether a power of attorney is needed if you can’t be present for all steps
• The tax implications of eventual resale (capital gains)

If these come up in the initial consultation before you ask, that’s a strong signal.

Frequently Asked Questions

How long should due diligence take?

For a standard urban residential property with a clean seller: 15–30 days. Properties with complex ownership histories, corporate sellers, rural/coastal location, or irregular constructions: 30–60 days. If your lawyer promises due diligence in 5 days, they’re not pulling all the certidões.

Can I start with due diligence and hire a different lawyer for the transaction?

Technically yes, but it’s inefficient. The due diligence lawyer understands the property’s specific risks and is best positioned to draft contract clauses that address them. Splitting the work means the transaction lawyer needs to review and interpret the first lawyer’s findings, adding time and cost.

What if the seller pressures me to skip due diligence?

Walk away. A seller who doesn’t want you to investigate the property has something to hide. Legitimate sellers understand that due diligence is standard practice and accommodates reasonable timelines. Pressure to close quickly without proper verification is one of the clearest red flags in real estate transactions.

Should I get due diligence for a rental property too?

If you’re signing a long-term lease (commercial or residential), verifying the landlord’s ownership and the property’s legal status is prudent. You don’t need the full 30-certidão treatment, but confirming the matrícula, IPTU status, and habite-se protects you from leasing a property that could be seized, demolished, or sold out from under you.

My lawyer quotes by the hour, not flat fee. Is that normal?

Both models exist. Flat fees are more common for real estate due diligence because the scope is predictable. Hourly billing can work but creates uncertainty — and the incentive to be thorough is weaker when the client sees every hour on the invoice. If your lawyer bills hourly, ask for a realistic estimate and a cap.

Do I need separate due diligence for each unit if buying multiple properties?

Each property needs its own matrícula analysis and property-specific certidões. However, if the seller is the same person or entity, the seller’s personal certidões can cover multiple transactions. Your lawyer should offer a reduced fee for multi-property engagements.

“In a country with no title insurance, your due diligence lawyer is the only barrier between you and a property with hidden debts or defective title. The quality of that barrier is everything.” — Zachariah Zagol, Founding Partner, OAB/SP 351.356

The Bottom Line

These eight questions aren’t trick questions — they’re the minimum information you need to evaluate whether your due diligence lawyer will actually protect you. The answers reveal whether you’re hiring a thoroughbred or a shortcut artist. In a country where your lawyer is the only barrier between you and a property with hidden debts, irregular construction, or defective title, the quality of that barrier matters enormously. Ask the questions. Listen carefully. Hire accordingly.