Right of First Refusal (Direito de Preferência)

The right of first refusal is the legal entitlement that requires a property seller to offer the sale to the rights holder before selling the asset to anyone else, on the exact same terms agreed with the interested third party.

• Residential and commercial leases: the tenant has a right of first refusal to purchase the leased property (Article 27 of Law 8,245/1991). The landlord must notify the tenant in writing, who then has 30 days to respond. If the lease is annotated on the title record, the tenant may seek a court order compelling the sale.
• Condominiums and undivided units: each co-owner has a right of first refusal to buy out another co-owner’s share (Article 504 of the Civil Code). The window to exercise this right is 180 days from becoming aware of the sale.
• Assignment of inheritance rights: heirs have a right of first refusal to acquire an inherited share offered to outsiders (Article 1,794 of the Civil Code). A co-heir who was bypassed may deposit the price and claim the share sold to an outsider, if requested within 180 days of the transfer (Article 1,795 of the Civil Code).
• Contractual right of first refusal: the parties may create this right by contract, with a maximum term of 2 years for real estate (Article 513, sole paragraph, of the Civil Code).
• How it’s exercised: the rights holder must expressly declare the intent to buy and deposit the price within the legal deadline. Silence is treated as a waiver.

In Florianópolis, the high-end market frequently involves properties with multiple co-owners and long-term leases in sought-after neighborhoods, where the right of first refusal can directly affect the timeline and structure of a deal.