If you are a tenant and learned that the owner will sell the property where you live, one question arrives before any other: do you have any priority in that sale? The answer is yes. The Tenant Protection Law guarantees tenants the right of first refusal, the chance to buy the property before it goes to the market. This right has specific rules about timing and procedure, and ignoring them costs both parties dearly.
It is worth separating this right from another common question about selling a rented property: how much time does the tenant have to vacate the property after the sale is completed. That is a distinct issue, handled by another provision of the law. Here the focus is only on the right of first refusal, what it guarantees and how it works in practice.
This guide explains how the right of first refusal works: who must notify whom, how much time the tenant has to decide, what happens when no one answers on time, and in which situations this right simply does not exist.
What is the tenant’s right of first refusal
The right of first refusal gives the tenant the first opportunity to buy the rented property, under the same conditions offered to third parties. Before selling to anyone else, the owner must offer the deal to whoever already lives in the property.
The logic behind the rule is simple: whoever already occupies the property has natural interest in staying there, and the law formalizes this priority rather than leaving it to the owner’s goodwill. Source (1991) — Law 8.245/1991, art. 27.
It is important to emphasize: the right of first refusal does not oblige the tenant to buy anything. It only guarantees the chance to decide before the property is offered to another person. Whoever has no interest in the purchase does not need to do anything beyond letting the deadline pass, which already resolves the situation.
How notification must be made
The owner has a clear obligation before closing a sale with third parties: notify the tenant in writing, informing the price and conditions of the sale. It is not an informal notice. Written notification is what formally activates the tenant’s response period.
This notification must contain the actual conditions of the deal, because it is based on these that the tenant decides whether to exercise the right of first refusal or not. If the conditions offered to third parties later differ from those informed to the tenant, the process can be questioned. Source (1991) — Law 8.245/1991, art. 27.
For the owner, this step often seems like extra bureaucracy in an already-ongoing negotiation. But skipping notification, or doing it vaguely, is what most opens the door to questions later.
The 30-day period and lapse by silence
After notification, the tenant has 30 calendar days to declare interest in buying the property. This is a deadline of forfeiture, meaning the right is automatically extinguished when the period passes, regardless of the reason for silence.
It is worth highlighting a point that causes confusion: the tenant’s silence does not require an express negative response. If 30 days pass without declaration, the right of first refusal simply lapses, and the owner is free to sell to third parties under the conditions already notified. Before considering the right extinct, it is worth confirming that the 30-day period really has passed from the date of notification. Miscounting this deadline is a common mistake that delays the sale. Source (1991) — Law 8.245/1991, art. 28.
This design of the law favors whoever wants to sell with predictability. Instead of leaving the negotiation suspended indefinitely waiting for a response, the owner knows exactly when to move forward: just count the 30 calendar days from the date of notification delivery. For the tenant, the message is the opposite: if the intention is to buy, the deadline does not wait, and postponing the decision has real cost.
Situations where right of first refusal does not apply
Not every sale triggers the tenant’s right of first refusal. The law provides specific exceptions, such as sales between co-owners, between ascendants and descendants, or between spouses. In these cases, the transaction already occurs within a family or corporate nucleus that the law treats differently. Source (1991) — Law 8.245/1991, art. 32.
There is also a rule of priority in properties with more than one owner: in the case of co-ownership of the property, the co-owner has priority over the tenant in the purchase. In other words, if one of the owners wants to buy the other’s share, this right of first refusal comes before the tenant’s. Source (1991) — Law 8.245/1991, art. 34.
These exceptions exist because the law recognizes that certain transactions already have a prior link, familial, conjugal, or corporate, that justifies treatment different from ordinary sale to a market buyer. Before assuming that the right of first refusal applies, it is worth checking whether the sale in question fits one of these exceptions.
What happens if the owner sells without notifying
Failing to notify does not automatically void the sale, but it has consequence. The tenant harmed by non-compliance with the right of first refusal has the right to damages. It is important to understand the difference: the deal with the third-party buyer remains valid, but the owner responds financially for what it failed to do.
In practice, this means it is worth documenting the notification process carefully, both for the owner to protect itself from undue collection, and for the tenant to have proof if the notice really did not happen. Source (1991) — Law 8.245/1991, art. 33.
Frequently asked questions
As an owner, am I required to notify the tenant before selling?
Yes, and it is more than a courtesy: the law requires written notification, with the price and conditions of the sale, because the tenant has a right of first refusal to buy the property first. The tenant has 30 days to declare interest; if silent, the right lapses.
What happens if I, as a tenant, do not respond to the notification within the deadline?
The right of first refusal lapses automatically. It is not necessary to say “I have no interest.” The mere fact that 30 days pass without declaration already extinguishes the right, and the owner can proceed with the sale to third parties under the conditions already informed.
If the owner sells the property without notifying me, what can I, as a tenant, do?
Non-compliance with prior notice gives the right to damages, but does not automatically undo the sale. It is worth documenting the absence of notice and seeking legal guidance to evaluate the case.
Is there any situation in which I do not have the right of first refusal even though I am a tenant?
Yes. The law provides exceptions, such as sales between co-owners, between ascendants and descendants, or between spouses. Also, if there is more than one owner in the property, the co-owner has priority over the tenant in the purchase.
This content describes the general rule of the Tenant Protection Law and does not replace legal guidance on a specific case. To learn more about what happens to the rental agreement after the property is sold, see our complete guide about learn more.
