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Law 99-A/2021 approved several amendments to the Portuguese Securities Code that entered into force on January 30, 2022, of which we highlight the following:

Securities

Companies are entitled to issue multiple voting shares, with a cap of five votes per share.
Companies may also issue debt securities and increase their nominal value provided that the terms and conditions of the securities so allows it.

Issuers

All disclosure rules applicable to listed companies (e.g., annual reports and accounts, corporate governance report, payments made to public administrations, semi-annual information, insider information, managers' transactions, transactions with related parties and other information by issuers of shares and other securities) are now included in the Securities Code and some reporting duties were eliminated.

Qualifying holdings

The minimum threshold for disclosing qualifying holdings was increased from 2% to 5%, in line with other EU countries’ securities regulations.

The rules on the attribution of voting rights were simplified.

Exercise of voting rights

A 21-days prior notice for the calling of the meetings was imposed, with a shorter period of not less than 10 days being permitted in the case of credit institutions and financial companies.

Shareholders who intend to participate in a General Meeting must deliver a single statement to the financial intermediary instead of the two statements previously required (to the Chair of the General Meeting and to the financial intermediary).

Beneficial owners of securities will be entitled to directly exercise the shareholders’ rights even if they are not the direct holders of the securities, provided they present a “certificate of beneficial owner” (certificado de legitimação).

Financial intermediaries, whether based in Portugal or not, who hold shares in their own name acting on behalf of others, and other financial intermediaries in the intermediation chain, must allow the investors on whose behalf the shares are held to exercise the rights linked to the shares.

Institutional investors (e.g., insurance companies and pension funds), asset managers and so-called "voting advisors" are subject to additional transparency and disclosure rules.

Public offers

Public offers are now defined as offers of securities that require the prior disclosure of a prospectus or a document required under EU law.

The engagement of a financial intermediary to provide assistance and placement services in a public offer is no longer mandatory.

Offerors are allowed to revise the terms and conditions of an offer up to two days prior to its term subject to the authorization of the Securities Market Authority (Comissão do Mercado de Valores Mobiliários, “CMVM”).

The threshold for the publication of a prospectus was increased from €5 million to €8 million.

Prospectus

The liability for the content of a prospectus is extended to the guarantor, if any, and the mandatory liability of the financial intermediary that assists the offeror no longer applies, unless and to the extent the financial intermediary accepts to be named as such in the prospectus.

Prospectuses for offers in Portugal may be presented in English, unless CMVM opposes; when written in another language, CMVM may require the summary of the prospectus to be translated to Portuguese.

Takeovers

The acquisition of securities by inheritance will not trigger takeover rules.

The double requirement for the exercise of the right to compulsory acquisition (i.e., 90% of the total voting rights and 90% of the voting rights covered by the takeover bid) was revoked, being sufficient that the takeover reaches 90% of the total voting rights.

The takeover rules no longer apply to debt exchange offers, being only applicable to companies with shares admitted to trading on a regulated market in Portugal.

Administrative authorizations related with takeovers must be obtained within 6 months.

The competing offer rules were amended and now allow competing offers with less favorable conditions in relation to a previously announced offer.

Delisting and other amendments

Voluntary delisting is admissible when the delisting is approved in a general meeting of the company by a majority of not less than 90%, being the company obliged to acquire, by itself or by a third party, the shares of the shareholders that voted against it.

If the issuer enters in liquidation or insolvency, the securities admitted to trading must be registered with the issuer or a financial intermediary.

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Portuguese media reported that Davidson Kempner Fund (DKF) is the preferred bidder in the sale tender launched by Portuguese banks for a luxury hotels’ portfolio, dubbed the "Crow Project”, which also includes other real estate assets.

The bidding phase ended on 30 September 2021. Only two offers were presented. DKF won the bid against a consortium that included Bain Capital and Cerberus.

The Crow Project includes three important hotel portfolios:

• Fundo Recuperação Turismo (FRT);
• FLIT-Ptrel SICAV (FLIT); and
• Discovery Portugal Real Estate Fund (Discovery).

ECS, Sociedade Gestora de Fundos de Capital de Risco (ECS) manage FLIT and FRT and Explorer Investments SCR SA (Explorer) manages Discovery.

Novobanco, BCP and Caixa Geral de Depósitos are the banks with the largest exposures to these assets, with Santander and Oitante holding a smaller position in the ECS funds.

The Crow Project initially included 30 assets, mainly hotels, land plots and shopping centres. In September 2021, ECS withdrew seven assets valued at €300 million. The portfolio that will be sold includes some landmark hotels, such as the Conrad Algarve and Cascatas Golf & Resort Spa by Hilton, the NAU hotels, the shopping centres La Vie, among other real estate assets, in a transaction that is expected to be concluded in around €900 million, according to the media.

DFK is now in negotiations with ECS on an exclusive basis with closing being expected to occur in the first half of 2022.

This transaction is the continuation of Portuguese banks deleveraging efforts after the Portuguese bailout of 2011.

To protect themselves against a sharp rise in new non-performing loans that may follow the Covid-19 pandemic, Portuguese banks have been increasing their reserves beyond what is statutorily required and continue deleveraging non-performing assets.

According to local media, Portuguese banks are only available to fund up to 60% of the purchase price (around €500 million). The media also reported that bidders were not happy with the proposed conditions, as they put significant pressure to sell the assets before they are restructured.

This may be an opportunity for international banks and loan funds to take part in what may well be the Portuguese real estate deal of the year.

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Following harsh economic years, Portugal has shown an unexpected surge in tourism and in the real estate market in 2016 which is now catching the attention of local and foreign investors.

Portugal’s moderate growth rate in 2016, the support of the European Central Bank’s monetary policy and the commitment of the government to bring the deficit to 2.3% have renewed investors’ interest in Portugal. Still there are challenges ahead. Portugal needs to reduce historically high levels of Government debt and unemployment.

After implementing a harsh economic program with little social unrest, Portugal has facilitated the creation of new businesses, reduced the time for obtaining administrative permits, improved its labour legislation and reduced its corporate tax to 21%.

For international investors looking for a place to invest in Europe, Portugal offers several advantages, of which many investors are not aware. Portugal is an ideal location for nearshoring industrial and services facilities because of its access to Europe’s 500 million consumers’ market and to the Portuguese-speaking world, which spreads across five continents: Europe, America, Africa, Asia and Oceania.

Portugal has a proven track record of successful foreign investments across a wide range of sectors. Investors that are considering Portugal as a place to invest want to know the hard facts about the country and not the stereotypes associated with the country and its people. Autoeuropa, Volkswagen’s Portuguese auto-plant, is one of its most productive plants. Nokia Siemens Networks chose Portugal to install its new Global Networks Solutions Center. Microsoft, Colt, Ikea have also successfully invested in Portugal in recent years. Portugal has one of the most favourable business environments in the world. The World Bank's "Doing Business 2017" Report ranks Portugal in the top 25 of the world’s – 12th in the EU – most attractive locations to do business.

The «WhyPortugal 2017» report aims to answer the main questions of international businesses, institutional investors, private equities and industry players that are considering Portugal as a location to invest in Europe.

This report provides an overview of the opportunities and challenges of doing business in Portugal and reviews the main aspects to be considered by foreign investors considering Portugal as a place to invest as regards the setting up of a business, hiring employees, taxation and government incentives.

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Following the end of Portugal’s bailout programme by the European Union (EU), the International Monetary Fund (IMF) and the European Central Bank (ECB), which lasted from May 2011 until June 2014, foreign investors are now looking at Portugal with different eyes.

As part of the bailout programme, Portugal implemented an ambitious privatisation programme and made other reforms to reduce its public debt, attract foreign investment and foster competition in closed or semi-closed sectors.

Foreign investment showed some positive signs in 2014 pushed by the success of the privatisation programme, increased activity in private sector, M&A and investments in residential and commercial real estate.

The golden visa programme which gives foreign investors the possibility of obtaining a Portuguese visa provided they invest a minimum of €500,000 is probably the main factor in attracting investment in medium-size properties, especially in the residential market.

Still price and yield in the current market conditions remain interesting, as local banks and corporations holding large real estate investments are looking to dispose or monetize real estate assets.

The recently announced quantitative easing measures adopted by the ECB which will increase liquidity in the financial markets are likely to renew investors’ appetite for real estate assets in Europe.

The Portuguese real estate market now offers very interesting opportunities, as the country emerges from its worst crisis in the last thirty years, with good valuation opportunities.

This paper summarises certain legal and regulatory issues affecting the investment in property in Portugal.

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The Portuguese Government launched the Residence Permit for Investment Activity programme (ARI), in 2012. This program known as Golden Visa, is a quick solution for investors from outside the Schengen area to obtain a residence permit in Portugal.

This plan includes new rules on the awarding of residence permits for investment activity, known as “golden visa”, to citizens of non-European Union (EU) countries that wish to make a significant investment in Portugal and meet certain requirements.

The “golden visas” grant their holders the right to free circulation in Portugal and in the rest of Schengen area countries. In addition to general requirements applicable to residence permits, “golden visas” require their holders to undertake the obligation of investing in Portugal of certain minimum amounts for a minimum period.

In this paper, you will find an outline of the opportunities of living in Portugal and of the main aspects to be thought-out by everybody considering Portugal as a place to live.

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Following its successfully exit of the bailout of the International Monetary Fund (IMF), the European Union (EU) and the European Central Bank (ECB), Portugal is now catching the attention of foreign investors.

Portugal is no longer in the news for bad reasons. Still there are challenges ahead. Portugal needs to reduce historically high levels of Government debt and unemployment and continue reducing its budget deficit still perilously close to 3%.

After implementing a harsh economic program with little social unrest, Portugal is bringing down its chronic trade deficit and correcting some of its imbalances that have hindered its economic growth since the beginning of the millennium.

For international investors looking for a place to invest in Europe, Portugal offers several advantages, of which many investors are not aware.  Portugal is an ideal location for nearshoring industrial and services facilities because of its access to Europe’s 500 million consumers’ market and to the Portuguese-speaking world, which spreads across five continents: Europe, America, Africa, Asia and Oceania.

Portugal has a proven track record of successful foreign investments across a wide range of sectors.

Investors that are considering Portugal as a place to invest want to know the hard facts about the country and not the stereotypes associated with the country and its people.

Autoeuropa, Volkswagen’s Portuguese auto-plant, is one of its most productive plants. Nokia Siemens Networks chose Portugal to install its new Global Networks Solutions Center. Microsoft, Colt, Ikea have also successfully invested in Portugal in recent years.

Portugal has one of the most favourable business environments in the world. The World Bank's "Doing Business 2016" Report ranks Portugal in the top 25 of the world’s – 11th  in the EU – most attractive locations to do business.

WhyPortugal 2016 aims to show international businesses and institutional investors,  private equities and industry players considering Portugal as a location to invest in Europe.

This report provides an overview of the opportunities and challenges of doing business in Portugal and reviews the main aspects to be considered by foreign investors considering Portugal as a place to invest as regards the setting up of a business, hiring employees, taxation and government incentives.

See pdf

Following its successful exit of the bailout of the International Monetary Fund (IMF), the European Union (EU) and the European Central Bank (ECB), Portugal is now catching the attention of foreign investors. Portugal is no longer in the news for bad reasons.

Still there are challenges ahead. Portugal needs to reduce its historically high levels of Government debt and unemployment and bring the budget deficit to below 3%.

After implementing a harsh economic program with little social unrest, Portugal is bringing down its chronic trade deficit and correcting some of its imbalances that have hindered its economic growth since the beginning of the millennium.

For international investors looking for a place to invest in Europe, Portugal offers several advantages, of which many investors are not aware.

Portugal is an ideal location for nearshoring industrial and services facilities because of its access to Europe’s 500 million consumers’ market and to the Portuguese-speaking world, which spreads across five continents: Europe, America, Africa, Asia and Oceania.

Here are seven reasons for international investors searching for the best location to access these markets to invest in Portugal:

1st Starting a business takes only a few days. According to the World Bank’s report “Doing Business 2015” (DB2015 Report), Portugal is in the first place of EU28 countries where it is easier to set up a business;

2nd Portugal has one of the most favourable business environments in the world. The DB2015 Report ranks Portugal in the top 25 of the world’s most attractive locations to do business and in 11th place out of EU28 countries;

3rd Trading across Portugal’s borders is easy. Portugal ranks in the top 29 countries in the world easier to trade with, according to the DB2015 Report. It takes 13 days to comply with import formalities and 15 for export formalities; Why

4th Portugal has one of the lowest levels of employment disputes in Europe. According to the European Industrial Relations Observatory (EIRO) and Eurostat the number of working days lost through industrial action per 1,000 employees (annual average 2005–2009) was 11.3 days in Portugal against an estimated 43.6 days in the EU15 countries;

5th The population educational level has improved substantially over time. According to the “Global Competitiveness Report 2014-2015” of the World Economic Forum (WEF Report), Portugal’s population education ranks in 29th place as a result of the improvement over time of Portugal’s education system. The WEF Report ranks Portugal in 11th place out in the EU28 countries and 24th place in the world on Higher Education training.

6th Portugal has state-of-the-art telecommunications networks and transport infrastructure. The WEF Report ranks Portugal’s infrastructure in 12th place in the world. According to the OECD statistics, Portugal has the fourth fastest broadband speed in the world and offers the 20th most competitive prices. Broadband Internet using fibre optic networks is spreading rapidly across the country. Portugal ranks in the top 20 countries in the world with more use of fibre optic technologies;

7th Portugal has a proven track record of successful foreign investments across a wide range of sectors. Well-structured investments in the country pay off. For instance, according to Grant Thornton Autoeuropa, the Volkswagen Portuguese auto plant, ranks in the top five best Volkswagen plants around the world. Autoeuropa is now Portugal’s second largest exporter, with sales that represent 1% of the Portuguese GDP and 10% of the national exports in 2013. Nokia Siemens Networks chose Portugal to install its new Global Networks Solutions Center.

This paper provides an overview of the opportunities and challenges of doing business in Portugal and reviews the main aspects to be considered by foreign investors considering Portugal as a place to invest as regards the setting up of a business, hiring employees, taxation and government incentives.

See pdf

Portugal has been in the news over the past year many times for many wrong reasons: the pressure of the Government debt, its high unemployment and the difficulties in bringing the budget deficit to 3% as agreed in the Memorandum of Understanding (MoU) between Portugal and the International Monetary Fund (IMF), the European Union (EU) and the European Central Bank (ECB).

Still Portugal has been implementing a harsh economic program with little social unrest and successfully bringing down its chronic trade deficit. Portugal offers several advantages for international investors looking for a place to invest in Europe, of which many are not aware.

Portugal is an ideal location for nearshoring industrial and services facilities because of its access to Europe’s 500 million consumers’ market and to the Portuguese-speaking world, which spreads across five continents: Europe, America, Africa, Asia and Oceania.

Here are seven reasons for international investors searching for the best location to access these markets to invest in Portugal:

1st Starting a business takes only a few days. According to the World Bank’s report “Doing Business 2014” (DB2014 Report), Portugal ranks in the top 5 EU27 countries where it is easier to set up a business;

2nd Portugal has one of the most favourable business environments in the world. The DB2014 Report ranks Portugal in the top 31 of the world’s most attractive locations to do business and in 12th place out of EU27 countries;

3rd Trading across Portugal’s borders is easy. Portugal ranks in the top 25 countries in the world easier to trade with, according to the DB2014 Report. It takes 13 days to comply with import formalities and 15 for export formalities;

4th Portugal has one of the lowest levels of employment disputes in Europe. According to European Industrial Relations Observatory (EIRO) and Eurostat the number of working days lost through industrial action per 1,000 employees (annual average 2005–2009) was 11.3 days in Portugal against an estimated 43.6 days in the EU15 countries;

5th The population educational level has improved substantially over time. According to the “Global Competitiveness Report 2013–2014” of the World Economic Forum (WEF Report), Portugal’s population education ranks in 26th place as a result of the improvement over time of Portugal’s education system. The Information Technology and Innovation Foundation (ITIF) ranks Portugal in 13th place on Higher Education R&D Performance as a Share of GDP in 2008;

6th Portugal has state-of-the-art telecommunications networks and transport infrastructure. The WEF Report ranks Portugal’s infrastructure in 11th place in the world. According to the OECD statistics, Portugal has the 4th fastest broadband speed in the world and offers the 12th most competitive prices. Broadband Internet using fibre optic networks is spreading rapidly across the country. Portugal is now ranked in the top 20 countries in the world with more use of fibre optic technologies; and

7th Portugal has a proven track record of successful foreign investments across a wide range of sectors. Well-structured investments in the country pay off. For instance, according to a study published by Grant Thornton Autoeuropa, the Volkswagen Portuguese autoplant, ranks in the top 5 best Volkswagen plants around the world. Autoeuropa is now Portugal’s second largest exporter, with sales to outside of Europe now representing 32% from 19% in 2011. Nokia Siemens Networks chose Portugal to install its new Global Networks Solutions Center.

This paper provides an overview of the opportunities and challenges of doing business in Portugal and reviews the main aspects to be considered by foreign investors considering Portugal as a place to invest as regards the setting up of a business, hiring employees, taxation and government incentives.